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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
ACCESS ANYTIME BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ACCESS ANYTIME BANCORP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 26, 2002
The Annual Meeting of Stockholders of ACCESS ANYTIME BANCORP, INC. (the
"Company") will be held at the Albuquerque Country Club, 601 Laguna Blvd. S.W.,
Albuquerque, New Mexico, on Friday, April 26, 2002, at 8:30 a.m., local time.
A Revocable PROXY and PROXY STATEMENT for the meeting are enclosed.
The meeting is for the purpose of considering and acting upon:
1. The election of four directors of the Company.
2. The ratification of the appointment of KPMG LLP as independent
public accountants to audit the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December
31, 2002.
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
Any action may be taken on any one of the foregoing proposals at the meeting on
the date specified above and all adjournments thereof. Stockholders of record at
the close of business on March 14, 2002 are the stockholders entitled to vote at
the meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed PROXY, which is solicited by
the Board of Directors and to mail it promptly in the enclosed envelope. The
PROXY will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Kathy Allenberg,
Corporate Secretary
Albuquerque, New Mexico
March 18, 2002
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YOUR VOTE IS IMPORTANT
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
================================================================================
PROXY STATEMENT
FOR
ACCESS ANYTIME BANCORP, INC.
5210 EUBANK BLVD., N.E.
ALBUQUERQUE, NEW MEXICO 87111
(505) 742-7495
ANNUAL MEETING OF STOCKHOLDERS
April 26, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of ACCESS ANYTIME BANCORP, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company which
will be held at the Albuquerque Country Club, 601 Laguna Blvd. S.W.,
Albuquerque, New Mexico, on Friday, April 26, 2002 at 8:30 a.m., local time. The
accompanying Notice of Annual Meeting and this Proxy Statement are being first
mailed to stockholders on or about March 18, 2002.
The Company is a Delaware corporation, which was organized in 1996 for
the purpose of becoming the thrift holding company of First Savings Bank, F.S.B.
(the "Bank"). The Bank's Board of Directors later approved a name change for the
Bank to "FIRSTBANK". The Company owns all of the outstanding stock of the Bank,
which is the Company's principal asset.
VOTING INFORMATION
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Corporate Secretary of the Company or the filing of a later proxy
prior to a vote being taken on a particular proposal at the meeting. A written
notice of revocation of a proxy should be sent to the Corporate Secretary,
ACCESS ANYTIME BANCORP, Inc., P.O. Box 1569, 801 Pile Street, Clovis, New Mexico
88102, and will be effective if received by the Corporate Secretary prior to the
meeting. A previously submitted proxy will also be revoked if a stockholder
attends the meeting and votes in person. Proxies solicited by the Board of
Directors of the Company will be voted as directed by the stockholder or, in the
absence of such direction, proxies will be voted "FOR" the nominees for director
set forth herein and "FOR" the approval of the appointment of KPMG LLP as
independent public accountants, and as determined by a majority of the Board of
Directors with respect to any other matter(s) coming before the meeting.
Stockholders of record as of the close of business on March 14, 2002, are
entitled to one vote for each share then held. As of March 14, 2002, the Company
had 1,460,595 shares of common stock issued and outstanding, including
unallocated shares held by the FIRSTBANK Profit Sharing and Stock Ownership Plan
(the "ESOP"). With respect to the election of directors, a stockholder may, by
properly completing the enclosed proxy, vote in favor of all nominees or
withhold his or her votes as to all nominees or as to specific nominees.
Directors will be elected by the affirmative vote of a majority of the shares
represented at the meeting in person or by proxy and entitled to vote in an
election of directors. Cumulative voting is permitted in the election of
directors, and allows a stockholder to cumulate the total number of votes he or
she may cast in the election of directors and cast any number of those votes for
one or more of the
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nominees. If a stockholder desires to exercise such cumulative voting rights,
the stockholder must clearly state on his or her proxy the intent to exercise
those rights and vote accordingly. The persons voting the proxies will have sole
discretion in determining whether a stockholder has clearly marked his or her
proxy with respect to cumulative or other voting, and if a proxy is not clearly
marked, the stockholder may be contacted for clarification.
Ratification of the hiring by the Board of Directors of KPMG LLP as the
independent public accountants for the 2002 fiscal year will be by the
affirmative vote of a majority of the shares represented at the meeting in
person or by proxy and entitled to vote on the ratification of the external
auditors.
All other matters properly coming before the meeting will be decided by
the affirmative vote of a majority of the shares represented at the meeting in
person or by proxy and entitled to vote on such matters, except as otherwise
required by law or by the Company's Certificate of Incorporation or Bylaws.
The votes will be counted by the inspectors appointed by the Board of
Directors, who will determine, among other things, the number of votes necessary
for the stockholders to take action in accordance with the foregoing
requirements and the votes withheld or cast for or against each matter. All
properly executed proxies and ballots, regardless of the nature of the vote or
absence of the vote indication thereon (but not including broker non-votes),
will be counted in determining the number of shares represented at the meeting.
Abstentions clearly stated on a proxy and broker non-votes will not be counted
as affirmative votes, but the failure to give clear voting instructions on a
proxy (as opposed to clearly stating an intent to abstain from voting) will
result in the proxy being voted "FOR" the nominees for director identified
herein and in favor of the other proposal set forth herein. An abstention from
voting on a matter by a shareholder present in person or represented by proxy at
the meeting has the same legal effect as a vote AGAINST the matter even though
the shareholder or interested parties analyzing the results of the voting may
interpret such a vote differently. Shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will not be counted in
calculating voting results on those matters for which the broker or other entity
has not voted. A majority of the shares of the Company entitled to vote,
represented in person or by proxy, shall constitute a quorum under the Company's
Bylaws.
Participants in the FIRSTBANK Profit Sharing and Employee Stock Ownership
Plan (the "ESOP") will receive, with this proxy statement, a voting instruction
form that reflects all shares that the participant may vote under the ESOP.
Under the terms of the ESOP, all shares held by the ESOP are voted by the ESOP
Trustee, but each participant in the ESOP may direct the Trustee how to vote the
shares of the Company common stock allocated to his or her account. Unallocated
shares of common stock held by the ESOP will be voted by the ESOP Trustee as
directed by the ESOP Committee. Allocated shares for which no timely voting
instructions are received will not be voted.
The Company is not aware of any arrangements the operation of which might
at a subsequent date result in a change in control of the Company.
Under Securities and Exchange Commission (the "Commission" or "SEC")
rules, a proxy may confer discretionary authority to vote on a matter if the
Company did not have notice
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of the matter at least 45 days before the date on which the Company first mailed
its proxy statement for the prior year's annual meeting of stockholders (in this
case, such date would be February 7, 2002), and a specific statement is made to
that effect in the proxy statement.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Persons and groups owning in excess of 5% of the Company's common stock
are required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. Based upon such reports and upon
the Company's stock ownership records and available information concerning
non-objecting beneficial owners, management knows of the following persons who
beneficially owned more than 5% of the Company's outstanding shares of common
stock as of March 11, 2002. Ownership is direct unless otherwise specified.
Shown below are the shares of common stock beneficially owned by all executive
officers and directors (including those listed separately below) of the Company
as a group as of March 11, 2002. Individual beneficial ownership of shares by
the other directors of the Company is set forth under "Proposal 1 - Election of
Directors".
AMOUNT AND SUBTOTAL ESOP
NATURE OF PERCENT OF COMMITTEE TOTAL
BENEFICIAL SHARES OF SHARED PERCENT OF
NAME AND ADDRESS OF OWNERSHIP CAPITAL STOCK VOTING POWER SHARES
BENEFICIAL OWNER (1)(2)(11) OUTSTANDING (1) PERCENT (7) OUTSTANDING
------------------------- ----------------------- ------------------ -------------- ----------------
FIRSTBANK Profit Sharing and 192,000 (7) 0% 13.2% 13.2%
Employee Stock Ownership Plan
c/o ESOP Committee
801 Pile Street
Clovis, New Mexico 88101
Group filing by: 121,400 (3) 8.3% 0% 8.3%
Jeffrey L. Gendell
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
Tontine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, NY 10166
Norman Corzine 105,164 (5)(6)(12) 7.0% 13.2% 20.2%
P.O. Box 16005
Albuquerque, NM 87191
Kenneth J. Huey, Jr. 89,418 (5)(6)(12) 5.9% 13.2% 19.1%
P.O. Box 1572
Clovis, NM 88102
Robert Chad Lydick 77,177 (4)(8)(12) 4.9% 13.2% 18.1%
P.O. Box 1386
Clovis, NM 88101
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ESOP
AMOUNT AND SUBTOTAL COMMITTEE
NATURE OF PERCENT OF SHARED TOTAL
BENEFICIAL SHARES OF VOTING PERCENT OF
NAME AND ADDRESS OF OWNERSHIP CAPITAL POWER SHARES
BENEFICIAL OWNER (1)(2)(11) STOCK OUTSTANDING (1) PERCENT (7) OUTSTANDING
--------------------- ------------------- ---------------------- --------------- -------------
Allan M. Moorhead 28,650 (4)(9)(12) 2.0% 13.2% 15.2%
8322 Washington Place, N.E.
Albuquerque, NM 87113
David Ottensmeyer, M.D. 29,580 (4)(10)(12) 2.0% 13.2% 15.2%
102 Crofton Court
Fairhope, AL 36532
All Executive Officers and
Directors as a Group (10 persons) 419,352 (4)(6)(12) 26.0% 13.2% 39.2%
(1) Shares of common stock subject to options currently exercisable, or
exercisable within sixty (60) days, are deemed outstanding for computing
the percentage of ownership of the person holding the options, but not
deemed outstanding for computing the percentage of ownership of any
other person.
(2) Unless otherwise noted, all shares are owned directly by the named
individuals or by their spouses and minor children or self-directed
retirement accounts, over which shares the named individuals effectively
exercise sole or shared voting and/or investment power.
(3) Based on Schedule 13G filing, dated February 17, 2000, made with the SEC
by such group. Such Schedule 13G filing indicates shared voting and
dispositive powers for 73,400 shares by Tontine Financial Partners,
L.P., shared voting and dispositive powers for 73,400 shares by Tontine
Management, L.L.C., shared voting and dispositive powers for 48,000
shares by Tontine Overseas Associates, L.L.C., and shared voting and
dispositive powers for 121,400 shares by Mr. Jeffrey L. Gendell. The
Company makes no representation as to the accuracy or completeness of
such information.
(4) Does not include stock units pursuant to the Non-Employee Director
Retainer Plan for the Board of Directors, under which plan the directors
will receive common stock upon termination of service on the Board or
upon termination of the plan. Current stock unit holdings are: Mr.
Lydick, 2,561 units; Mr. Moorhead, 2,514 units; and Dr. Ottensmeyer,
2,469 units. Messrs. Corzine and Huey are not eligible to participate in
such plan. See "DIRECTORS' COMPENSATION" for further discussion.
(5) Includes 9,354 shares held for Mr. Corzine and 7,873 shares held for Mr.
Huey in their respective accounts pursuant to the Bank's profit
sharing/employee stock ownership [401(k)] plan. Such amounts reflect the
2% stock dividend of October 31, 1997 on some of the shares, if
applicable.
(6) Does not include shares held in a Rabbi Trust established in connection
with the Bank's executive savings plan, which is a deferred compensation
plan.
(7) The shares of common stock owned by the ESOP are held in trust for the
benefit of participants in the ESOP for which First Financial Trust
Company, Albuquerque, New Mexico, is Trustee, subject to the direction
of the ESOP Committee. Under the ESOP, participants are entitled to
instruct the ESOP Trustee on how to vote all Company common stock
allocated to their accounts (48,000 common shares of common stock as of
December 31, 2001) and will receive a separate proxy to vote for such
shares. All shares of common stock allocated to the participants for
which no voting instructions are received will not be voted by the
Trustee. All unallocated shares of common stock held by the ESOP will be
voted as directed by the ESOP Committee. Effective as of March 28, 2001,
the ESOP Committee, which is appointed by the Board of Directors,
consisted of five Company directors, Mr. Norm Corzine, Mr. Ken Huey, Mr.
Robert Chad Lydick, Mr. Allan Moorhead and Dr. David Ottensmeyer. The
ESOP Committee members filed a Schedule 13D with the SEC on March 30,
2001.
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(8) Includes 5,823 shares held in Mr. Lydick's and/or his spouse's name and
2,248 shares held in his daughters' names, with shared voting and
dispositive powers over all of these shares with his spouse. Also
includes 44,880 shares owned by Mr. Lydick's father and 12,546 shares
owned by Lydick Engineers & Surveyors, Inc., over which Mr. Lydick has
shared voting and dispositive powers with his spouse and/or his father.
(9) Mr. Moorhead has 11,878 shares held in the Moorhead Family Trust and
7,592 shares held by Mechanical Representatives, Inc., which is
controlled by Mr. Moorhead.
(10) The shares shown for Dr. Ottensmeyer are held in a family trust.
(11) The numbers of shares shown for Mr. Corzine and Mr. Huey include 51,900
shares and 51,900 shares, respectively, granted pursuant to option
grants and reflect the 2% stock dividend (900 shares each) of October
31, 1997. The number of shares shown for Mr. Moorhead includes 9,180
shares under option grants and reflects the 2% stock dividend of October
31, 1997. The number of shares shown for Mr. Lydick includes 5,680
shares held under option grants and reflects the 2% stock dividend of
October 31, 1997. The number of shares shown for Dr. Ottensmeyer
includes 4,080 shares held under option grants and reflects the 2% stock
dividend of October 31, 1997.
(12) Other than with respect to the shared voting power of the members of the
ESOP Committee, which is reflected in a separate column.
PROPOSAL 1 - ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE NOMINEES FOR THE BOARD
OF DIRECTORS DESCRIBED BELOW. Proxies will be so voted unless stockholders
specify otherwise in their proxies. Directors will be elected by an affirmative
vote of a majority of the shares represented at the meeting in person or by
proxy and entitled to vote in the election of directors.
The Board has set the number of directors at ten. At the meeting,
there will be four director positions available to vote on. The Nominating
Committee of the Board of Directors has nominated four incumbent directors,
Mr. Norm Corzine, Mr. Robert Chad Lydick, Mr. Allan Moorhead and Mr. Don K.
Padgett to stand for re-election to fill four available positions with terms
expiring in 2005.
Pursuant to the Company's Bylaws (Article II, Section 13), nominations may
be made by stockholders to be voted upon at the meeting if they are made in
writing and delivered to the Corporate Secretary of the Company at least five
days prior to the date of the meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Company. Ballots bearing the
names of all persons nominated by the Nominating Committee (being the four
nominees listed above) and by stockholders shall be provided for use at the
meeting. A stockholder wishing to vote for a person nominated for director by a
stockholder must attend the meeting and vote in person. Under federal securities
regulations, no proxy shall confer authority to vote for the election of any
person to any office for which a bona fide nominee is not named in this Proxy
Statement.
Each of the nominees has consented to being named in this Proxy Statement
and to serve if elected. If any nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any named nominee will be unable to serve.
The following table sets forth for each nominee, for each director
continuing in office, and for each executive officer identified in the summary
compensation table herein, such person's name, age, principal occupation(s)
during the past five years, the year he/she first
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became a director of the Company or the Bank and the number of shares of the
Company's common stock beneficially owned as of March 14, 2002. Ownership is
direct unless otherwise specified.
UP FOR ELECTION
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YEAR
FIRST AMOUNT
ELECTED AND
OR TERM NATURE OF PER
PRINCIPAL APPOINTED TO BENEFICIAL CENT
AGE OCCUPATION DIRECTOR EXPIRE OWNERSHIP OF
NAME (1) (2) (8) (4) (3)(5)(6) CLASS
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Norman Corzine 59 Chairman and Chief Executive Officer of
the Company since 1996; Vice Chairman
of the Board and Executive Vice
President of FIRSTBANK. Director;
Applied Research Associates, Inc.,
Albuquerque, NM. 1996 2005 (9) (9)
Robert Chad Lydick 52 President of Lydick Engineers and
Surveyors, Inc., Clovis, NM; Chairman
of the Board of FIRSTBANK. 1987 2005 (9) (9)
Allan M. Moorhead 61 President & CEO, Mechanical
Representatives, Inc., Albuquerque, NM,
a manufacturing representative of
heating, ventilation and air
conditioning equipment since 1972;
Director of FIRSTBANK since April 2001. 1997 2005 (9) (9)
Don K. Padgett 52 Executive Officer and Director of the
Company since January 2002; Executive
Vice President and Director of
FIRSTBANK since February 2002; Senior
Vice President of Bank of America New
Mexico from January 1993 to December 2001. 2002 2005 6,500 0.4%
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CONTINUING IN OFFICE
YEAR
FIRST AMOUNT
ELECTED AND
OR NATURE OF PER
PRINCIPAL APPOINTED TERM BENEFICIAL CENT
AGE OCCUPATION DIRECTOR TO OWNERSHIP OF
NAME (1) (2) (13) EXPIRE (3)(5)(6) CLASS
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Charles H Guthals 64 President and majority stockholder of
Guthals Co., Inc., a Clovis, NM nursery
and landscaping company; Director of
FIRSTBANK. 1985 2003 17,365 (7) 1.2%
Richard H. Partner in Santa Fe Equity Partners,
Harding 57 LLC since 1998; Senior Vice-President
of Silicon Valley Bank, Santa Clara, CA
1996-1999; Executive Vice President of
Silicon Valley Bank, Santa Clara, CA
1993-1996. 2000 2004 26,000 1.8%
Cornelius Higgins, Director, President & CEO, Applied
Ph.D. 60 Research Associates, Inc., Albuquerque,
NM, a national engineering firm, since
1979. 1997 2003 20,880 1.4%
Kenneth J. President of the Company since 1996;
Huey, Jr. 57 President, Chief Executive Officer and
Director of FIRSTBANK since 1991. 1991 2004 (9) (9)
Thomas W. Martin, President of Tucumcari Springwater &
III 54 Seed Co., Inc., since 1969 - DBA Taco
Box of Clovis and Portales, NM;
Director of FIRSTBANK. 1994 2004 24,618 1.7%
David Ottensmeyer, Healthcare Consultant, since January
M.D. 71 1996. Director of FIRSTBANK since
January 2000. 1997 2003 (9) (9)
(1) As of December 31, 2001.
(2) Nominees and directors have held these vocations or positions for at
least five years, unless otherwise noted.
(3) Unless otherwise noted, all shares are owned directly by the named
individuals or by their spouses and minor children or self-directed
retirement accounts, over which shares the named individuals
effectively exercise sole or shared voting and/or investment power.
(4) Assuming re-election at the meeting.
(5) Shares of common stock subject to options currently exercisable, or
exercisable within sixty (60) days, are deemed outstanding for
computing the percentage of ownership of the person holding the
options, but not deemed outstanding for computing the percentage of
ownership of any other person. The numbers of shares shown for Messrs.
Martin and Guthals include 9,180 shares each under option grants and
reflect the 2% stock dividend of
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October 31, 1997. The number of shares shown for Mr. Harding includes
4,000 shares held under an option grant. The number of shares shown for
Dr. Higgins includes 4,080 shares held under option grants and reflects
the 2% stock dividend of October 31, 1997. The number of shares shown
for Mr. Padgett includes 5,000 shares subject to an option grant.
(6) Does not include stock units pursuant to the Non-Employee Director
Retainer Plan for the Board of Directors. Stock will not be received
under such plan until after termination of a director's service on the
Board or termination of the plan. Current stock unit holdings for the
directors not shown in the table under "PRINCIPAL HOLDERS OF VOTING
SECURITIES" are: Mr. Guthals, 1,697 units; Mr. Harding, 799 units; Dr.
Higgins, 1,206 units; and Mr. Martin, 2,561 units. See "DIRECTORS'
COMPENSATION" for further discussion. Messrs. Corzine, Huey and Padgett
are not eligible to participate in such plan.
(7) Includes 25 shares owned by Mr. Guthals' daughter, over which Mr.
Guthals has shared voting and dispositive powers with his spouse.
(8) Dates prior to 1996 indicate the year first elected or appointed to the
Board of FIRSTBANK or its predecessor.
(9) This information is shown in the table under "PRINCIPAL HOLDERS OF
VOTING SECURITIES" beginning on page 3.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board and through its committees. During the year ended December 31, 2001, the
Board of Directors held four scheduled meetings and one special called Board
meeting. All current directors attended more than 75% of the total number of
these scheduled Board meetings and special Board meetings and committee meetings
of the Board on which they served.
The Executive Committee was composed of Messrs. Corzine, Huey, and Lydick
during the 2001 fiscal year. In January 2002, Mr. Padgett was added to this
committee. The committee is empowered to exercise the authority of the Board of
Directors when the Board is not in session. During the year ended December 31,
2001, the Executive Committee of the Company held four meetings.
The Audit Committee, presently composed of Messrs. Guthals, Martin and
Harding, and Drs. Higgins and Ottensmeyer, is responsible for the review and
evaluation of the Company's internal controls and accounting procedures and
reviews the Company's audit reports with the Company's external independent
auditors. During the year ended December 31, 2001, the Audit Committee held two
meetings.
Under the Company's Bylaws, the Board of Directors acts as the Nominating
Committee. The Board of Directors met one time in its capacity as the Nominating
Committee during the year ended December 31, 2001. The Nominating Committee does
not consider nominees recommended by stockholders. Article II, Section 13 of the
Company's Bylaws provides procedures for nomination of directors by the
stockholders. The Bylaws provide that no nomination for director, except those
made by the Nominating Committee, shall be voted upon at an annual meeting of
stockholders unless other nominations by stockholders are made in writing and
delivered to the Corporate Secretary of the Company at least five days prior to
the date of the annual meeting. Upon delivery, such nominations shall be posted
in a conspicuous place in each office of the Company. However, if the Nominating
Committee shall fail or refuse to act at least 20 days prior to an annual
meeting, nominations for director may be made at the annual meeting by any
stockholder entitled to vote and shall be voted upon.
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The Compensation/Retirement Committee is composed of Messrs. Corzine,
Guthals, Huey, Lydick and Moorhead, and Drs. Ottensmeyer and Higgins. This
committee is responsible for reviewing salary administration. Actions taken or
recommended by the committee are ratified by the Board of Directors. During the
year ended December 31, 2001, the Compensation Committee held one meeting.
AUDIT COMMITTEE REPORT
The Audit Committee of ACCESS ANYTIME BANCORP, INC. (the "Committee") is
composed of five independent directors, who meet the independence requirements
of NASDAQ, and operates under a written charter previously adopted by the Board
of Directors. In accordance with SEC rules, the charter was provided to
shareholders with the proxy statement for the 2001 Annual Meeting. The Committee
recommends to the Board of Directors, subject to stockholder ratification, the
selection of the Company's independent accountants.
Management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and to issue a report thereon. The Committee's
responsibility is to monitor and oversee these processes.
In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the United States of
America, and the Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. The Committee
discussed with the independent accountants matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Company's independent accountants also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence. This discussion and
disclosure informed the Audit Committee of KPMG independence as required under
Statement on Audit Standards No. 61 (Communication with Audit Committees).
Based on the Committee's discussion with management and the independent
accountants and the Committee's review of the representations of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001 filed with the Securities and Exchange Commission.
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AUDIT COMMITTEE
Mr. Charles H.Guthals (Chairman)
Mr. Richard H. Harding
Cornelius Higgins, Ph.D.
Mr. Thomas W. Martin, III
Dr. David Ottensmeyer
DIRECTORS' COMPENSATION
At the May 30, 1997, Annual Meeting, the shareholders of the Company
approved a Non-Employee Director Retainer Plan for the Board of Directors.
During 2001, the non-employee directors received $650 per meeting as director
meeting fees, which, under the plan may be taken in part or in whole in common
stock of the Company. Beginning in 2002, the non-employee directors will receive
$800 per meeting as director meeting fees for the Company and the Bank. The
Board and the shareholders have previously approved amendments which made
directors of subsidiary or affiliate companies eligible to participate in the
plan and to receive stock units in lieu of cash. Common stock units are held
under the plan for directors until they cease to serve, or the plan is
terminated, at which time they will receive common stock in the amount of such
units. With one exception, all eligible directors of the Company and the Bank
have elected to receive common stock of the Company as payment for all director
meeting fees. One Company and Bank director elected to receive Company director
fees in common stock units and receives cash for Bank director fees. Mr.
Corzine, Mr. Huey and Mr. Padgett, as employees of the Company and the Bank, do
not receive director meeting fees or stock under the Non-Employee Director
Retainer Plan. As of March 14, 2002, the aggregate shares of common stock units
held in the accounts of the eligible directors pursuant to the Non-Employee
Director Retainer Plan were 13,807 common stock units including the 2% stock
dividend of October 31, 1997 on some of the units. Common stock certificate(s)
for shares held in the participant's (director's) stock unit account will be
delivered to a participant within ten days from the date a participant ceases to
serve for any reason, or the plan is terminated.
EXECUTIVE OFFICERS
MR. NORMAN CORZINE, 59, has been employed by the Company as Chairman and Chief
Executive Officer since October 1996. He has also served as Strategic Planning
Officer of the Bank since 1996 and serves on the Bank's Board of Directors.
Currently, he serves as a Vice Chairman of the Board of Directors and Executive
Vice President of the Bank.
MR. KENNETH J. HUEY, JR., 57, has been employed by the Bank since October 1991
as President and Chief Executive Officer. Mr. Huey has served as President of
the Company since October 1996. He also serves on the Bank's Board of Directors.
10
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid by
the Company (and the Bank) to the Company's executive officers for services
rendered during the three (3) fiscal years ended December 31, 2001.
--------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION
--------------------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation Awards
--------------------------------------------------------------------------------------------------------------------------------
Name and Principal Other Annual Securities All Other
Position as of Salary Bonus Compensation Underlying Compensation
December 31, 2001 Year (1)(5) (2) (3) Options (4)
$ $ $ # $
--------------------------------------------------------------------------------------------------------------------------------
NORMAN CORZINE 2001 142,500 -0- 396 -0- 57,665
Chairman and 2000 130,000 43,725 946 -0- 38,089
Chief Executive Officer 1999 127,667 41,850 921 6,000 24,608
--------------------------------------------------------------------------------------------------------------------------------
KENNETH J.
HUEY, JR. 2001 136,250 -0- 633 -0- 34,067
President and Chief 2000 130,000 43,725 765 -0- 23,226
Financial Officer 1999 128,400 41,850 985 6,000 2,767
--------------------------------------------------------------------------------------------------------------------------------
(1) In 2001, Mr. Corzine and Mr. Huey were compensated by the Company in
the amount of $52,500 and $43,850, respectively. In 2000, Mr.
Corzine and Mr. Huey were compensated by the Company in the amount
of $40,000 and $37,600, respectively. In 1999, the Company
compensated Mr. Corzine in the amount of $37,667 and Mr. Huey in the
amount of $36,000. The remainder of their compensation shown was
pursuant to their Employment Contracts with the Bank, which are
discussed elsewhere in this Proxy Statement.
(2) Amounts shown include compensation paid under the Bank's Management
Incentive Plan, as well as a $300 Christmas bonus for each named
officer for the year 1999.
(3) The Bank provides Mr. Corzine and Mr. Huey with automobiles for both
business and personal use, and Mr. Corzine's and Mr. Huey's
allowances for the personal use of that automobile during 2001 were
$396 and $633, respectively. A similar allowance was provided to Mr.
Corzine and Mr. Huey by the Bank in 2000 and 1999. However, the
aggregate amount of all perquisites and other personal benefits,
including personal use of the automobile, is less than either
$50,000 or 10% of each executive officer's total salary and bonus as
specified above.
(4) Amounts shown include premiums paid on insurance policies and
non-cash contributions by the Bank to the account of each of the
named executive officers under the Bank's profit sharing/employee
stock ownership plan, which plan is open to all full-time employees,
and contributions to the account of named executive officers under
the executive savings plan.
(5) These amounts include amounts deferred at the election of the named
executive officer under the Bank's profit sharing/employee stock
ownership [401(k)] plan and the executive savings plan.
The following table provides information as to stock options exercised (as
of exercise date) by the Company's executive officers during fiscal year ended
December 31, 2001 and the value of the options held by the executive officers on
December 31, 2001. No stock options or Stock Appreciation Rights ("SARs") were
granted during fiscal year 2001.
11
- ------------------------------------------------------------------------------------------------------------------------------------
AGGREGRATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End Options at FY-End
# $
- ------------------------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name # $ # # $ $
- ------------------------------------------------------------------------------------------------------------------------------------
NORMAN 0 0 6,000 0 1,500 (1) 0
CORZINE 0 0 20,400(4) 0 -0- (2)(4) 0
0 0 25,500(4) 0 60,562 (3)(4) 0
- ------------------------------------------------------------------------------------------------------------------------------------
KENNETH J. 0 0 6,000 0 1,500 (1) 0
HUEY, JR. 0 0 20,400(4) 0 -0- (2)(4) 0
0 0 25,500(4) 0 60,562 (3)(4) 0
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Represents the aggregatearket value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($7.75 per share with a grant date of
July 29, 1999) and the last trade of $8.00 per share of the common
stock as reported on the NASDAQ System on December 31, 2001, the
last trading day of the year.
(2) Represents the aggregate market value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($8.375 per share with a grant date of
October 30, 1997) and the last trade of $8.00 per share of the
common stock as reported on the NASDAQ System on December 31, 2001,
the last trading day of the year.
(3) Represents the aggregate market value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($5.625 per share with a grant date of
May 30, 1997) and the last trade of $8.00 per share of the common
stock as reported on the NASDAQ System on December 31, 2001, the
last trading day of the year.
(4) Numbers reflect the 2% stock dividend declared on October 31, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Effective August 1, 2001, Mr. Kenneth J. Huey, Jr's. employment agreement
was extended until August 1, 2004 to allow him to continue as President and
Chief Executive Officer of the Bank and President and Chief Financial Officer of
the Company. The Bank and the Company may terminate the agreement at any time
with or without cause. In the event the officer is terminated without cause, the
agreement provides that the terminated officer will receive compensation equal
to said officer's salary and employee benefits for the remainder of the term of
the agreement. The total compensation upon departure, for any reason, will not
exceed three times the officer's average annual compensation, based on the five
most recent taxable years. However, in the case of termination for cause, the
Bank and the Company will only pay accrued salary and other vested benefits due
said officer as of the date of termination.
Also, effective August 1, 2001, Mr. Norman Corzine's employment agreement
was extended to allow him to continue as Executive Vice President and Strategic
Planning Officer of
12
the Bank and Chairman and Chief Executive Officer of the Company through August
1, 2004. The terms of such agreement are similar to those described above for
the agreement with Mr. Huey.
TRANSACTIONS WITH THE COMPANY AND THE BANK
Certain of the Company's executive officers, directors, and nominees for
director and their respective immediate family members had transactions in
excess of $60,000 originated or outstanding during the last two years with the
Company or the Bank. In 1998, Dr. Higgins obtained a home mortgage loan for
$405,000, the balance of which is approximately $337,000. In 1998, Mr. Lydick
obtained mortgage loans totaling $134,000 and the current balances on these
loans and a credit card total approximately $118,000. In 2001, Mr. Martin
obtained a mortgage on a second home of approximately $100,000, the approximate
balance of which is $99,000. Previously, Mr. Martin obtained a home mortgage
loan and an equity line of credit for approximately $195,000, which has current
balances totaling approximately $143,000. In 2001, Mr. Moorhead's company,
Mechanical Representatives, obtained a line of credit for $500,000, which
currently has an approximate balance of $230,000. The Bank has loans outstanding
to certain of the executive officers, directors, nominees for director which
were originated more than two years ago, all of which have terms in accordance
with applicable regulations and the Bank's normal lending policies and none of
which are in default.
All loans made by the Bank to directors, officers, employees, and related
parties of the Bank and its subsidiaries are made in accordance with Regulation
"0" promulgated by the Federal Reserve Board and the Bank's normal lending
policies.
In addition to the foregoing, the Bank services certain loans involving
various of its executive officers, directors, nominees for director and their
respective immediate family members, for which the Bank may receive a servicing
fee. However, the Bank may not be a party to such loans, but is merely the
servicing agent for the holder of the loans.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has hired KPMG LLP ("KPMG") to be its external
auditors for the 2002 fiscal year, subject to ratification by the Company's
stockholders.
During the 2000 and 2001 fiscal years, KPMG also provided services to the
Company and the Bank in connection with the internal audit function and is
expected to provide such services in 2002.
On January 31, 2001, the Company notified its certifying accountants at
that time, Robinson Burdette Martin Seright & Burrows, L.L.P. ("RBMSB"), that
the client-auditor relationship between the Company and RBMSB would be
terminated effective with the completion of the 2000 financial audit.
Additionally, the Company announced its new certifying accountants, KPMG, to
serve as independent accountants for fiscal year 2001. The decision to change
accountants was recommended by the Audit Committee and approved by the Board of
Directors on January 25, 2001, and was ratified by the stockholders at the
Company's 2001 annual stockholders' meeting.
13
The last report on the financial statements prepared by RBMSB was for the
year ended December 31, 2000. In connection with the audits of the Company's
financial statements during the years ended December 31, 2000 and December 31,
1999, there were no disagreements between the Company and RBMSB on any matters
of accounting principles or practices, financial statement disclosure or
auditing scope and procedures which, if not resolved to the satisfaction of
RBMSB, would have caused RBMSB to make reference to the matter in their reports.
In accordance with the rules of the Commission, the Company provided RBMSB
a copy of the disclosures filed with the Commission in the Company's Form 10-KSB
for the year-end December 31, 2000, and requested RBMSB to furnish the Company
with a letter addressed to the Commission stating whether or not RBMSB agreed
with the statements made by the Company, and if not, stating the respects in
which it did not agree. A copy of the letter, which indicates no disagreements,
was attached as Exhibit 16.1 to the Company's year 2000 Form 10-KSB.
During the last two fiscal years, the Company did not consult KPMG
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.
Representatives of KPMG are expected to be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF
THE APPOINTMENT OF KPMG LLP, AS EXTERNAL AUDITORS.
KPMG FEES
AUDIT AND NON-AUDIT FEES
The following table presents fees for professional audit services rendered
by KPMG LLP for the audit of the Company's annual financial statements for 2001,
and fees billed for other services rendered by KPMG LLP.
AUDIT FEES, excluding audit related $82,500
=======
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION (1) $ -0-
=======
ALL OTHER FEES:
Audit related fees (2) $68,200
Other non-audit services (3) 1,750
-------
Total all other fees $69,950
=======
(1) Financial information systems design and implementation would consist
of consulting for enterprise-wide financial information system.
(2) Audit related fees were principally for internal audit projects.
(3) Other non-audit fees were principally related to the issuance of Trust
Preferred Securities.
The Audit Committee considered and confirmed that the provision of
non-audit services was compatible with maintaining the independence of KPMG LLP
as the Company's independent auditors for the year 2001 audit.
14
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
as determined by a majority of the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the registrant's equity securities, to
file with the SEC initial reports of ownership and reports of changes in
ownership of equity securities of the registrant. Officers, directors, and
greater than 10% shareholders are required to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company with respect to the fiscal year ended December
31, 2001, all Section 16(a) requirements applicable to officers, directors, and
greater than 10% shareholders were complied with, except that (i) a report of
one sale transaction by the spouse of director Charles Guthals was reported late
on Form 4, and (ii) outside directors Lydick, Moorhead, Guthals, Harding ,
Higgins, Martin and Ottensmeyer each corrected an oversight with respect to late
filing of four prior year Form 5 reports relating to stock unit awards under the
Non-Employee Director Retainer Plan, by including those on Forms 5 which were
timely filed for 2001 awards.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors, officers, and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.
All stockholders of record as of the close of business on March 14, 2002
are being mailed the Company's Annual Report along with this proxy statement.
Any stockholder who has not received a copy of such Annual Report may obtain a
copy by writing to the Company. Such Annual Report is not to be treated as a
part of the proxy solicitation material nor as having been incorporated herein
by reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's Corporate Secretary,
ACCESS ANYTIME BANCORP, INC., 801 Pile Street, P.O. Box 1569, Clovis, New
Mexico, 88101 no later than November 18, 2002. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Securities
15
Exchange Act of 1934, as amended. A shareholder proposal submitted outside the
processes of such rules will be considered untimely if notice is received by the
Company after February 1, 2003, and the proxy for such meeting may confer
discretionary authority to vote on a matter for which notice is not received in
a timely manner.
BY ORDER OF THE BOARD OF DIRECTORS
Kathy Allenberg
Corporate Secretary
Albuquerque, New Mexico
March 18, 2002
FORM 10-KSB
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
(THE "2001 10-KSB"), AS FILED WITH THE SEC, IS INCLUDED AS PART OF THE 2001
ANNUAL REPORT TO STOCKHOLDERS AND ACCOMPANIES THE INITIAL MAILING OF THIS PROXY
STATEMENT TO THE STOCKHOLDERS. IN ADDITION, A COPY OF THE 2001 10-KSB WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO KATHY ALLENBERG, CORPORATE SECRETARY, ACCESS ANYTIME BANCORP, INC.,
P.O. BOX 1569, 801 PILE STREET, CLOVIS, NEW MEXICO 88101.
16
REVOCABLE PROXY
ACCESS ANYTIME BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint Mr. Norm Corzine and
Mr. Kenneth J. Huey, Jr., and each of them, true and lawful
attorney-in-fact and proxy for the undersigned, with full power of
I substitution to represent and vote the Common Stock of the undersigned
N at the Annual Meeting of Shareholders of ACCESS ANYTIME BANCORP, INC. to
S be held at the Albuquerque Country Club, 601 Laguna Blvd. S.W.,
T Albuquerque, New Mexico, on Friday, April 26, 2002, at 8:30 a.m., local
R time and at any adjournments thereof on all matters coming before said
U meeting.
C
T This proxy, when properly executed, will be voted in the manner directed
I herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS
O PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
N
S PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC., GIVE FULL
TITLE. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN. IF STOCK IS
OWNED BY A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF
DIRECTORS.
1. ELECTION OF DIRECTORS:
(MR. NORM CORZINE, MR. ROBERT CHAD LYDICK, MR. ALLAN
MOORHEAD, AND MR. DON K. PADGETT)
MARK ONE: ______ FOR all nominees listed above.
______ FOR all nominees listed above except
__________________________________.
______ WITHHOLD AUTHORITY to vote for
all nominees listed above.
2. SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE CURRENT YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THIS
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
_______________________________
Signature
_______________________________
Signature
Dated: __________________, 2002
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE
- --------------------------------------------------------------------------------
Dear ESOP Participant:
In connection with the Annual Meeting of Stockholders of ACCESS ANYTIME
BANCORP, INC. (the "Company"), the holding company for FIRSTBANK, you may direct
the voting of the shares of ACCESS ANYTIME BANCORP, INC. common stock held by
the FIRSTBANK Profit Sharing and Employee Stock Ownership Plan (the "ESOP")
Trust which are allocated to your account.
On behalf of the Board of Directors, I am forwarding to you a vote
authorization form provided for the purpose of conveying your voting
instructions to First Financial Trust Company (the "ESOP Trustee"). Also
enclosed is a Notice and Proxy Statement for the Company's Annual Meeting of
Stockholders to be held on April 26, 2002 and the ACCESS ANYTIME BANCORP, INC.
Annual Report to Stockholders.
As of the Record Date, March 14, 2002, the ESOP Trust held 240,000 shares
of Company common stock, 48,000 shares of which have been allocated to
participants' accounts. These allocated shares will be voted as directed by the
ESOP participants, provided timely instructions from the participants are
received by the ESOP Trustee. The allocated shares of Company common stock for
which no instructions are provided, or for which no timely instructions are
received by the ESOP Trustee, will not be voted by the ESOP Trustee. Unallocated
shares will be voted by the ESOP Trustee as directed by the ESOP Committee.
At this time, in order to direct the voting of the shares of Company common
stock allocated to your account under the ESOP, please fill out and sign the
enclosed vote authorization form and return it in the enclosed postage-paid
envelope no later than April 3, 2002. Your vote will not be revealed, directly
or indirectly, to any officer, employee or director of the Company or FirstBank.
The votes will be tallied by the ESOP Trustee and the ESOP Trustee will use the
voting instructions it receives to vote the shares of Company common stock held
in the ESOP Trust.
Sincerely,
Kathy Allenberg
Corporate Secretary
March 18, 2002
label
VOTE AUTHORIZATION FORM
I, the undersigned, understand that First Financial Trust Company, the ESOP
Trustee, is the holder of record and custodian of all shares attributed to me of
ACCESS ANYTIME BANCORP, INC. (the "Company") common stock under the FIRSTBANK
Profit Sharing and Employee Stock Ownership Plan. Further, I understand that my
voting instructions are solicited on behalf of the Company's Board of Directors
for the Annual Meeting of Stockholders to be held on April 26, 2002.
Accordingly, you are to vote my shares as follows:
1. Election of Directors:
Mr. Norm Corzine, Mr. Robert Chad Lydick, Mr. Allan Moorhead and Mr.
Don K. Padgett.
Mark one: _____________ FOR all nominees listed above.
_____________ FOR all nominees listed above except
___________________________________
WITHHOLD AUTHORITY to vote
_____________ for all nominees listed above.
2. Selection of KPMG LLP as independent public accountants for the current
year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The ESOP Trustee is hereby authorized to vote any shares attributed to me in its
trust capacity as indicated above.
___________________________ ___________________________________
Date Signature
PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED POSTAGE PAID ENVELOPE NO
LATER THAN APRIL 3, 2002.