SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
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/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FOURTH FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FOURTH FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:*
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was determined.
/ / 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,
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[LOGO]
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS OF
FOURTH FINANCIAL CORPORATION
Notice is hereby given that the 1994 Annual Meeting of Stockholders of
Fourth Financial Corporation will be held on the 21st day of April, 1994, at
2:00 p.m., in the Meeting Room on the Lower Level of the Fourth Financial
Center, 100 North Broadway, Wichita, Kansas, for the following purposes:
1. To elect three directors for a term of three years ending at the
1997 Annual Meeting of Stockholders and until their respective successors
shall have been elected and qualified;
2. To approve and ratify the appointment of Ernst & Young, independent
public accountants, as auditors for the fiscal year ending December 31,
1994; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The management of the Corporation is aware of no other matters that will
come before the meeting. Only holders of common stock of record at the close of
business on March 1, 1994, will be entitled to notice of the meeting or to vote.
By Order of the Board of Directors
WILLIAM J. RAINEY
SECRETARY
Dated: March 21, 1994
IMPORTANT: YOU ARE REQUESTED TO MARK, DATE, AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE EVEN IF YOU PLAN
TO ATTEND THE MEETING. STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW
THEIR PROXIES PRIOR TO THE EXERCISE THEREOF AND VOTE IN PERSON IF THEY SO
DESIRE.
FOURTH FINANCIAL CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of Fourth Financial
Corporation, a Kansas corporation (the "Company"), for use at the 1994 Annual
Meeting of Stockholders of the Company on April 21, 1994 at 2:00 p.m., in the
Meeting Room on the Lower Level of the Fourth Financial Center, 100 North
Broadway, Wichita, Kansas, for the purposes set forth in the attached Notice of
Annual Meeting of Stockholders.
The principal executive offices of the Company are located at 100 North
Broadway, Post Office Box 4, Wichita, Kansas 67201.
The approximate date this Proxy Statement is being first mailed or delivered
to stockholders is March 21, 1994.
VOTING AT MEETING
Only holders of record of common stock of the Company, par value $5 per
share ("Common Stock"), on the books of the Company at the close of business on
March 1, 1994, will be entitled to vote at the meeting. On March 1, 1994, there
were 26,463,733 shares of Common Stock issued and outstanding. These shares are
all of one class, and each share is entitled to one vote, except that holders of
Common Stock have cumulative voting rights which means that each stockholder is
entitled, in voting for directors, to as many votes as equals the number of
shares of stock held by the stockholder on the record date multiplied by the
number of directors to be elected, and such votes may all be cast for a single
candidate or may be distributed among several or all of the candidates as the
stockholder sees fit. The Board of Directors is seeking discretionary authority
to accumulate votes for the election of directors as the proxy holders see fit.
Shares cannot be voted at the meeting unless the registered owner is present or
represented by proxy. When proxies in the accompanying form are properly
executed and returned, the shares represented thereby will be voted at the
meeting as directed on the proxy form.
In the absence of instructions to the contrary, the shares will be voted by
the proxy holders for the election of the three nominees named below (reserving,
however, the right to accumulate proxy votes and to distribute them among some
or all of the nominees in their discretion) and for the approval of the
appointment of Ernst & Young as auditors. There are no rights of appraisal or
similar rights of dissenters with respect to any of the matters proposed to be
considered at the meeting. Proxies may be revoked or withdrawn at any time prior
to the exercise thereof.
Although shares represented by proxies containing abstentions or indicating
broker non-votes will be considered as present at the meeting for purposes of
determining the presence of a quorum, abstentions and broker non-votes will not
otherwise be counted on any matters submitted to a vote at the meeting.
STOCK OWNERSHIP
Set forth below is certain information as of March 1, 1994, obtained from
information furnished by the person named below, concerning ownership of the
Company's Common Stock, the only class of the Company's voting securities, by
the only person known to the Company to be the beneficial owner of more than 5%
of such class of securities.
Number of
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
- ------------------------------------------------------------------- ----------- ------------
Velma L. Wallace................................................... 1,514,588 5.72%
590 Fourth Financial Center
Wichita, Kansas 67202
1
Included in the shares beneficially owned by Mrs. Wallace are 719,223 shares
owned by the Dwane L. Wallace Testamentary Trust, of which Mrs. Wallace is
trustee, 359,873 shares owned by Mrs. Wallace, 424,916 shares held in four
revocable trusts of which Mrs. Wallace is a co-trustee, and 10,576 shares owned
by a charitable foundation. Mrs. Wallace shares voting and investment powers as
to the 424,916 shares held by the trusts.
Set forth in the following table is certain information as of March 1, 1994
as to the number of shares of Common Stock beneficially owned by each director
of the Company, by the Company's chief executive officer and its four other most
highly compensated executive officers, and by the officers and directors of the
Company as a group. Included in the shares shown as owned by certain directors
are shares owned beneficially by spouses and children of directors, shares held
by trusts in which certain directors have beneficial interests or of which they
serve as trustees, and shares owned by corporations controlled by a director. In
calculating the percentages shown, as required by the proxy solicitation rules
of the Securities and Exchange Commission: (i) the numbers of shares owned by
Mr. Greer, Mr. Knudson, Mr. Ritchey, and Mr. Strohm and by all officers and
directors as a group were increased by 9,876 shares, 9,189 shares, 749 shares,
5,606 shares, and 34,508 shares, respectively, to include the shares they had
the right to purchase within 60 days of March 1, 1994, under the Company's
Incentive Stock Option Plans and 1993 Employee Stock Purchase Plan; (ii) the
number of shares owned by Mr. Meyer and the number of shares owned by all
officers and directors as a group were increased by 1,048 shares to reflect the
number of shares of Common Stock Mr. Meyer can beneficially acquire upon
conversion of Depositary Shares representing interests in the Company's Class A
Cumulative Convertible Preferred Stock ("Depositary Shares") held by him; and
(iii) the number of shares owned by each non-employee director was increased by
2,000 shares (3,000 shares in the case of Mr. Klein) and the number of shares
owned by all officers and directors as a group was increased by 23,000 shares to
include the shares non-employee directors had the right to purchase under the
Company's Non-Employee Directors Stock Option Plan.
Number of
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
- --------------------------------------------------------------- --------------- ------------
Lionel D. Alford............................................... 70,651 0.27%
Thomas R. Clevenger............................................ 301,971(1) 1.14
K. Gordon Greer................................................ 24,745 0.09
Jordan L. Haines............................................... 83,733 0.32
Lawrence M. Jones.............................................. 8,538 0.03
Edward F. Keller............................................... 22,694 0.09
Joseph M. Klein................................................ 178,401 0.67
Darrell G. Knudson............................................. 33,748 0.13
Fred L. Merrill, Sr............................................ 101,940 0.38
Russell W. Meyer, Jr. ......................................... 213,109 0.80
Laird G. Noller................................................ 10,010 0.04
Patrick E. O'Shaughnessy....................................... 45,010 0.17
Michael R. Ritchey............................................. 23,029 0.09
David L. Strohm................................................ 18,908 0.07
Robert F. Vickers.............................................. 303,527(2) 1.15
Kenneth J. Wagnon.............................................. 91,233(3) 0.34
All officers and directors as a group (20 persons)............. 1,552,226(4) 5.87
<FN>
- ------------------------
(1) Includes 31,850 shares as to which Mr. Clevenger holds voting power but
not investment power.
(2) Includes 298,150 shares as to which Mr. Vickers shares voting and
investment powers.
(3) Includes 8,018 shares as to which Mr. Wagnon shares voting and investment
powers.
(4) Does not include 1,514,588 shares beneficially owned by Velma L. Wallace,
an Advisory Director of the Company.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes of
directors. At each annual meeting of stockholders, members of one class, on a
rotating basis, are elected for three-year terms. Vacancies on the Board of
Directors are filled by the remaining members of the class in which the vacancy
occurs.
Pursuant to the Company's Restated Articles of Incorporation and Bylaws, the
Board of Directors, by resolution at its regular January, 1994 meeting, fixed
the number of directors at 12 and nominated the following three persons,
constituting Class III of the Company's three classes of directors, to be
elected to serve three-year terms:
Joseph M. Klein Russell W. Meyer, Jr. Laird G. Noller
All three nominees are currently directors of the Company. Mr. Meyer and Mr.
Noller were elected at the 1991 Annual Meeting of Stockholders, and Mr. Klein
was appointed to the Board in December, 1992.
Director Fred L. Merrill, Sr., who was appointed a member of Class III of
the Board of Directors in 1992, would ordinarily have been a nominee for
election to a three-year term. However, in order to comply with the Board's
policy against service by a director beyond the annual meeting following his
70th birthday, Director Merrill resigned in January, 1994 as a Class III
director and was immediately reappointed a Class I director to fill the vacancy
created by the resignation of Director Thomas R. Devlin in December, 1993. Mr.
Merrill's term of office will expire at the 1995 stockholders' meeting, and it
is anticipated that he will not be a nominee for election to a further term
thereafter.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three nominees named above, reserving the right,
however, to accumulate their votes and distribute them among the nominees in
their discretion. Although it is not expected that any nominee will decline or
be unable to serve as a director, in either such event, the proxies will be
voted by the proxy holders for such other person as may be designated by the
Executive Committee of the present Board of Directors. To be elected a director,
each nominee must receive the favorable vote of a plurality of the votes cast at
the meeting.
During 1993, the Company's Board of Directors held 14 meetings and Board
committees held 16 meetings. All directors attended at least 75% of the total
number of the Company's Board and Board committee meetings held during the year
which they were eligible to attend except Mr. Klein who attended 64%.
All directors elected at the 1993 Annual Meeting received the vote of at
least 99.1% of the total number of shares represented at the meeting either in
person or by proxy.
Information as of March 1, 1994, concerning each director whose term will
continue after the 1994 Annual Meeting is set forth below. Information
concerning the director's occupation or employment refers to the director's
principal occupation or employment for the past five years. Information
concerning the Common Stock and Depositary Shares of the Company beneficially
owned by the directors is set forth in a preceding section of this Proxy
Statement captioned "Stock Ownership".
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
THREE NOMINEES.
3
CLASS III -- NOMINEES FOR A THREE-YEAR TERM EXTENDING UNTIL 1997 ANNUAL MEETING
- -------------- President, CCI Corporation (truck parts distributor), Tulsa,
- -------------- Oklahoma;
- -------------- Director, BANK IV Oklahoma; Director of the Company since 1992. Age
- -------------- 62.
- --------------
- --------------
- --------------
- --------------
Joseph M. Klein
- -------------- Chairman and Chief Executive Officer, The Cessna Aircraft Company
- -------------- (general aviation aircraft manufacturer), Wichita, Kansas; Director,
- -------------- Western Resources, Inc., and The Coleman Company, Inc.; Director of
- -------------- the Company, 1975-87 and since 1991. Age 61.
- --------------
- --------------
- --------------
- --------------
Russell W. Meyer, Jr.
- -------------- President, Noller Enterprises (automobile dealerships), Lawrence,
- -------------- Kansas; Director of the Company since 1988. Age 57.
- --------------
- --------------
- --------------
- --------------
- --------------
- --------------
Laird G. Noller
4
CLASS II -- DIRECTORS CONTINUING IN OFFICE UNTIL 1996 ANNUAL MEETING
- -------------- Chairman (since October 1990) and Chief Executive Officer (since
- -------------- 1989) until his retirement in December, 1993, Director, and former
- -------------- President (1989-1990), The Coleman Company, Inc. (manufacturer of
- -------------- outdoor recreational products), Wichita, Kansas; Vice Chairman &
- -------------- Chief Financial Officer (1987-89), Fleming Companies, Inc. (grocery
- -------------- wholesaler); Director, Fleming Companies, Inc. and Union Pacific
- -------------- Corporation; Director of the Company, 1977-87 and since 1990. Age 62.
- --------------
Lawrence M. Jones
- -------------- Chairman of the Board and Chief Executive Officer (since July, 1991)
- -------------- and President (since March, 1992) of the Company, Wichita, Kansas;
- -------------- Vice Chairman of the Company, December, 1990-June, 1991; Director and
- -------------- former Chairman of the Board (December, 1991-December, 1992), BANK IV
- -------------- Kansas; Director, BANK IV Oklahoma; Vice Chairman of First Bank
- -------------- System, Inc. (Minnesota-based multi-bank holding company) (1982-90);
- -------------- Director of the Company since December 1990. Age 56.
- --------------
Darrell G. Knudson
- -------------- Chairman and Chief Executive Officer, Lario Oil & Gas Company (oil
- -------------- exploration), Wichita, Kansas; Director of the Company, 1972-1987 and
- -------------- since 1993. Age 50.
- --------------
- --------------
- --------------
- --------------
- --------------
Patrick E. O'Shaughnessy
- -------------- Trustee and Administrator, The Vickers Trusts, Wichita, Kansas;
- -------------- Director of the Company since 1971. Age 59.
- --------------
- --------------
- --------------
- --------------
- --------------
- --------------
Robert F. Vickers
- -------------- Owner, franchise restaurants and other investments, and President,
- -------------- Capital Enterprises, Inc. (accounting and management services),
- -------------- Wichita, Kansas; Director, Western Resources, Inc.; Director of the
- -------------- Company since 1983. Age 55.
- --------------
- --------------
- --------------
- --------------
Kenneth J. Wagnon
5
CLASS I -- DIRECTORS CONTINUING IN OFFICE UNTIL 1995 ANNUAL MEETING
- -------------- President, Alford, Inc. (investments and consulting), Wichita,
- -------------- Kansas, since 1990; Senior Vice President, The Boeing Company
- -------------- (aircraft manufacturer), Seattle, Washington (1985-90); Director of
- -------------- the Company since 1978. Age 69.
- --------------
- --------------
- --------------
- --------------
Lionel D. Alford
- -------------- Investments, Wichita, Kansas; former President (August 1988-August
- -------------- 1990) and Vice Chairman of the Board (July 1987-August 1988) of the
- -------------- Company; former Chairman (until January 1990) of BANK IV Topeka;
- -------------- Director, Western Resources, Inc.; Director of the Company since
- -------------- 1985. Age 59.
- --------------
- --------------
- --------------
Thomas R. Clevenger
- -------------- Chairman of the Board of the Company until his retirement in July,
- -------------- 1991, and former Chairman of the Board of BANK IV Wichita (prior to
- -------------- January 1991), Wichita, Kansas; Director, KN Energy, Inc., Southern
- -------------- Pacific Railway Corp., and The Coleman Company, Inc.; Director of the
- -------------- Company since 1968. Age 66.
- --------------
- --------------
- --------------
Jordan L. Haines
- -------------- Chief Executive Officer, Cereal Food Processors, Inc. (flour mills),
- -------------- Mission Woods, Kansas; Director of the Company since 1992. Age 69.
- --------------
- --------------
- --------------
- --------------
- --------------
- --------------
Fred L. Merrill, Sr.
6
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
Each director of the Company is compensated for services as a director by an
annual retainer of $7,000 and a fee of $1,250 for each board meeting attended.
Directors who are not employees of the Company or one of its subsidiaries
("Non-Employee Directors") also receive $500 for each board committee meeting
attended ($750 in the case of committee chairmen). The Company also reimburses
directors for their out-of-pocket expenses incurred in the performance of their
services for the Company.
Non-Employee Directors are permitted under the Fourth Financial Corporation
Amended and Restated Non-Employee Directors Deferred Fee Plan, last amended by
stockholders in 1993, to elect each year to defer receipt of all, but not less
than all, such compensation to be earned in the ensuing year. Such deferred fees
are credited either to an account that bears interest at an annual rate one
percentage point less than the "prime" interest rate in effect at Chemical Bank,
N.A., New York (or a higher rate established by the Board's Compensation and
Personnel Committee) or to an account consisting of "Units" valued as if they
were shares of Common Stock. A director who ceases to be a director may elect to
have Units converted either to Common Stock or to cash at the then fair market
value of the Common Stock, but an election to receive stock must be approved by
the Board's Compensation and Personnel Committee. Directors must irrevocably
elect the extent to which they will receive Units when they first elect to
participate in the plan and may not thereafter change their election. During
1993, Non-Employee Directors of the Company deferred an aggregate of $217,550 of
fees, of which $124,055 was credited to interest-bearing accounts and $93,495
was credited to Units.
Under the Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan (the "Directors Option Plan") adopted by the stockholders of the
Company in 1993, on the first Monday following the Company's annual meeting of
stockholders each Non-Employee Director of the Company receives an option to
acquire 2,000 shares of Common Stock, and each Non-Employee Director of a
subsidiary of the Company receives an option to acquire 1,000 shares. Each
option is immediately exercisable and expires ten years from the date of grant.
The exercise price of each option is the greater of the simple average of the
last bid and asked prices of the Common Stock on the date of grant, as reported
in the NASDAQ quotation system, or the last such reported sales price on that
date. In 1993, each qualifying Non-Employee Director received options having an
exercise price of $29.50 per share.
7
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all of the cash and other
compensation paid or to be paid by the Company and its subsidiaries to the
Company's chief executive officer and the four other most highly compensated
executive officers during the fiscal years indicated for services rendered in
all capacities in which they served:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION
--------------------------------------- --------------------------
OTHER PAYOUTS
ANNUAL AWARDS LTIP ALL OTHER
SALARY BONUS COMPENSATION OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR (1)($) ($) (2)(3)($) (#) ($) (3)($)
- --------------------------------- --------- --------- --------- ----------------- ----------- ------------- -------------
Darrell G. Knudson .............. 1993 $ 363,838 $ 300,000 $ 692 25,856 0 $ 7,078(4)
Chairman of the Board, 1992 323,750 226,463 618 20,921 0 6,460(5)
President, and Chief Executive 1991 300,000 70,000 0 0
Officer of the Company
K. Gordon Greer ................. 1993 238,450 116,000 616 12,856 0 8,846(4)
Chairman of the Board, 1992 232,750 110,485 570 5,921 0 8,554(5)
President, and Chief Executive 1991 225,000 0 666 0
Officer of BANK IV Kansas,
National Association
Edward F. Keller ................ 1993 205,046 75,000 268 0(6) 0 6,524(4)
Chairman of the Board and Chief 1992 0 0 15,000 0 0
Executive Officer of BANK IV
Oklahoma, National Association
Michael R. Ritchey .............. 1993 126,654 54,800 304 6,749 0 5,120(4)
President, Trust and Asset 1992 123,000 49,532 279 7,511 0 4,863(5)
Management, and Senior Trust 1991 118,000 30,800 531 0
Officer of the Company
David L. Strohm ................. 1993 119,346 49,670 0 8,606 0 4,679(4)
Executive Vice President and 1992 102,000 40,600 0 6,442 0 4,028(5)
Treasurer of the Company 1991 102,000 12,000 455 0
<FN>
- ------------------------------
(1) Includes directors' fees paid to Mr. Knudson of $27,300 for 1993 and
$23,750 for 1992; directors' fees paid to Mr. Greer of $13,450 for 1993
and $7,750 for 1992; and directors' fees paid to Mr. Keller of $11,200 for
1993.
(2) Amounts paid to reimburse officers for payment of taxes on split-dollar
insurance premiums in 1993 and 1992.
(3) Includes amounts earned or paid in 1993 and 1992 only.
(4) Includes amounts paid as matching contributions under the Company's
savings and investment plan on behalf of Messrs. Knudson, Greer, Keller,
Ritchey, and Strohm of $5,970, $7,762, $6,092, $4,624, and $4,679,
respectively, and the dollar benefits to Messrs. Knudson, Greer, Keller,
and Ritchey of premium payments under split-dollar life insurance policies
of $1,108, $1,084, $432, and $496, respectively.
(5) Includes amounts paid as matching contributions under the Company's
savings and investment plan on behalf of Messrs. Knudson, Greer, Ritchey,
and Strohm of $5,528, $7,524, $4,392, and $4,028, respectively, and the
dollar benefits to Messrs. Knudson, Greer, and Ritchey of premium payments
under split-dollar life insurance policies of $932, $1,030, and $471,
respectively.
(6) No options were granted to Mr. Keller in 1993 because options to purchase
15,000 shares of Common Stock at $28.75 per share were granted to him on
December 31, 1992, the date he commenced employment with the Company. Mr.
Keller was not eligible to participate in the employee stock purchase plan
in 1993.
The following table contains information concerning options to purchase
Common Stock granted during the past fiscal year under the Company's incentive
stock option and employee stock purchase plans to the Company's chief executive
officer and the four other most highly compensated executive officers.
8
The grant date values shown below were calculated using a modified
Black-Scholes option pricing model. The Black-Scholes model is based on an
assumption that the possibilities of future stock returns resemble a lognormal
distribution. The primary variable that influences the value of the option is a
volatility statistic equal to the annualized standard deviation of the natural
logarithms of the Company's stock price variations. Assumptions used in the
model were expected stock volatility of .227, risk-free rate of return of 7.11%
for ten-year options and 3.33% for one-year options, a dividend yield of 3.50%,
and an expected exercise time frame within one year of earliest exercise date.
Additionally, a 10% discount for non-transferability, a 3% discount to reflect
annualized executive turnover, and a 10% estimated earnings per share and
dividend growth were factored into the model. Actual values, if any, an
executive may realize will depend on the excess of the market price over the
exercise price when the option is exercised. There is no assurance that the
values realized by executives will be at or near the values shown below.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------------------------------------- Grant Date
% of Total Value
Options Market -----------
Granted to Exercise Price on Grant Date
Options Employees in Price Date of Expiration Present
Name Granted (#) Fiscal Year ($/Sh) Grant Date Value ($)
- --------------------------------------- --------------- ------------- --------- --------- ----------- -----------
Darrell G. Knudson..................... 25,000(1)(2) 8.4% $ 28.75 $ 28.75 1/21/03 $ 173,916
856(3) 0.4 24.81 29.19 4/30/94 3,711
K. Gordon Greer........................ 12,000(1)(4) 4.0 28.75 28.75 1/21/03 72,303
856(3) 0.4 24.81 29.19 4/30/94 3,711
Edward F. Keller....................... 0(5) -- -- -- -- --
Michael R. Ritchey..................... 6,000(1)(6) 2.0 28.75 28.75 1/21/03 36,389
749(3) 0.4 24.81 29.19 4/30/94 3,247
David L. Strohm........................ 8,000(1)(7) 2.7 28.75 28.75 1/21/03 49,107
606(3) 0.3 24.81 29.19 4/30/94 2,627
<FN>
- ------------------------
(1) Granted under incentive stock option plan.
(2) First exercisable: 8,333 shares on June 30, 1993; 8,333 shares on June 30,
1994; and 8,334 shares on June 30, 1995.
(3) Granted under employee stock purchase plan and exercisable April 30, 1994
for exercise price equal to 85% of fair market value of Common Stock on
May 1, 1993 or April 30, 1994, whichever is lower.
(4) First exercisable: 3,478 shares on June 30, 1997; 3,478 shares on June 30,
1998; 3,478 shares on June 30, 1999; and 1,566 shares on June 30, 2000.
(5) No options were granted to Mr. Keller in 1993 because options to purchase
15,000 shares of Common Stock at $28.75 per share were granted to him on
December 31, 1992, the date he commenced employment with the Company. Mr.
Keller was not eligible to participate in the employee stock purchase plan
in 1993.
(6) First exercisable: 1,840 shares on June 30, 1997; 1,840 shares on June 30,
1998; and 2,320 shares on June 30, 1999.
(7) First exercisable: 935 shares on June 30, 1996; 1,886 shares on June 30,
1997; 3,478 shares on June 30, 1998; and 1,701 shares on June 30, 1999.
The following table contains information concerning each exercise of options
to purchase Common Stock during the last fiscal year by each of the persons
named below and the fiscal year-end value of unexercised options.
9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options at Options at
Fiscal Fiscal
Year-End Year-End ($)
Shares Value ------------- -------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- --------------------------------------------------------- ------------ ----------- ------------- -------------
Darrell G. Knudson....................................... 6,803 $ 69,584 8,333 $ 2,083
59,877 398,501
K. Gordon Greer.......................................... 13,421 141,095 9,020 61,740
27,586 146,222
Edward F. Keller......................................... 0 0 0 0
15,000 0
Michael R. Ritchey....................................... 3,011 33,785 0 0
22,874 137,638
David L. Strohm.......................................... 2,942 38,750 5,000 54,000
21,731 107,414
The following table shows estimated annual benefits payable upon retirement
under the Company's defined benefit pension plan and supplemental retirement
plan.
PENSION PLAN TABLE
Years of Service
---------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------------------------------------------ ----------- ----------- ----------- ----------- -----------
$150,000........................................ $ 40,654 $ 54,206 $ 67,757 $ 81,308 $ 94,860
$175,000........................................ 47,685 63,581 79,476 95,371 111,266
$200,000........................................ 54,717 72,956 91,194 109,433 127,672
$225,000........................................ 61,748 82,331 102,913 123,496 144,078
$250,000........................................ 68,779 91,706 114,632 137,558 160,485
$300,000........................................ 82,842 110,456 138,069 165,683 193,297
$400,000........................................ 110,967 147,956 184,944 221,933 258,922
$450,000........................................ 125,029 166,706 208,382 250,058 291,735
$500,000........................................ 139,092 185,456 231,819 278,183 324,547
$550,000........................................ 153,154 204,206 255,257 306,308 357,360
$600,000........................................ 167,217 222,956 278,694 334,433 390,172
$650,000........................................ 181,279 241,706 302,132 362,558 422,985
$700,000........................................ 195,342 260,456 325,569 390,683 455,797
$750,000........................................ 209,404 279,206 349,007 418,808 488,610
$800,000........................................ 223,467 297,956 372,444 446,933 521,422
Compensation covered by the Company's pension plans includes all cash
remuneration paid to an employee for personal service including bonuses and
commissions and excluding payments such as directors' fees, sales incentives,
and similar payments. 1993 covered compensation under the plans for the persons
named in the foregoing tables was: Knudson-$306,529; Greer-$213,426;
Keller-$193,846; Ritchey-$132,971; and Strohm-$127,466.
Estimated credited years of service as of March 1, 1994, for the persons
listed in the foregoing tables are: Knudson-3; Greer-5; Keller-1; Ritchey-20;
and Strohm-20.
Benefits are computed on a straight life annuity basis without deductions
for social security or other offset amounts.
10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, Thomas R. Devlin (who resigned as a director effective December
31, 1993), Jordan L. Haines, Lawrence M. Jones, Joseph M. Klein, Fred L.
Merrill, Sr., Laird G. Noller, Patrick E. O'Shaughnessy, and Kenneth J. Wagnon,
all of whom were independent, non-employee directors of the Company, composed
the Compensation and Personnel Committee of the Company's Board of Directors
(the "Compensation Committee"). None of them was, during the past fiscal year,
an officer or employee of the Company or any of its subsidiaries, was formerly
an officer of the Company or any of its subsidiaries, or had any relationship
requiring disclosure in this Proxy Statement except for Jordan L. Haines who is
a former Chairman of the Board of the Company. However, committee members Jones,
Devlin, Haines, Noller, O'Shaughnessy, and Wagnon and corporations or firms with
which committee members Devlin, Klein, Noller, O'Shaughnessy, and Wagnon are
affiliated or in which they have interests did obtain loans or letters of credit
from banking subsidiaries of the Company during the past year. In each case,
such loans and letters of credit were made in the ordinary course of business,
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and
did not involve more than normal risk of collectibility or present other
unfavorable features. No executive officer of the Company served as a member of
the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served as a
director of the Company.
11
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee's decisions are guided by the following
objectives:
- Reward executives both on a short-term and a long-term basis to ensure a
direct linkage between their compensation and enhancement of shareholder
value.
- Encourage executives to achieve significant levels of ownership of stock
in the Company to align the executives' interests with those of the
shareholders.
- Ensure that the compensation program is able to attract, retain, and
motivate executives with excellent abilities critical to the long-term
success of the Company.
- Utilize a mix of annual (salary and bonus opportunity) and long-term
(stock options) compensation to align compensation with corporate
objectives.
- Provide direct cash compensation that meets the tests of Section 162(m) of
the Internal Revenue Code of 1986, as amended, so as to be tax-deductible
to the Company.
To achieve the objectives, annual base salary, a management bonus plan, and
a long-term incentive stock option plan are utilized.
BASE SALARY
Base salary is established as the fixed component of annual compensation
intended to be competitive with the median level of salaries paid by peer
financial companies selected on the basis of similar size and profitability,
regionally and nationally. However, base salary is becoming a relatively smaller
element in the total executive compensation package with a heavier emphasis
being placed on rewarding through variable compensation. The 1993 average base
salary for the three named executive officers other than Mr. Knudson and Mr.
Keller (who commenced employment on December 31, 1992) increased 7.8%. Salary
increase decisions are made as a result of a review of individual performance
including financial factors (which vary from person to person and which include
such matters as return on assets, fee income, and interest income, depending on
the particular individual's responsibilities); strategic planning; sales
management; communication; organizational effectiveness; and customer and
community relations. Some individuals met or exceeded their 1993 financial and
other objectives while others did not. No specific weighting is assigned to any
of the various factors taken into account in determining base salaries.
ANNUAL BONUS PLAN
The Compensation Committee has established a management bonus plan called
The Program for Exceptional Performance to recognize corporate and individual
performance by payment of cash bonuses. The Compensation Committee believes that
the bonus plan rewards executives for accomplishing short-term objectives and
this cash compensation is directly related to annual corporate financial
performance. The plan states that the amounts paid in the bonus plan should be
self-funding plus yield a return to the Company; i.e., revenue enhancements or
cost reductions should more than offset the bonus paid. Bonus plan participants
are key employees and are selected annually by the Compensation Committee.
Bonuses for senior executives under the Company's Program for Exceptional
Performance are based on the following three components: (1) corporate and/or
business unit financial performance, (2) sales performance (if applicable), and
(3) individual key objectives. A weighting is established for each of the three
performance components based on the relative importance of each to the
individual participants. The corporate and/or business unit financial
performance rating is based on objectives such as earnings per share, efficiency
ratio, net income, classified assets, and fee income, all of which objectives
were met at the target level or exceeded in 1993 except for the Company's
efficiency ratio and classified assets of one business unit. Certain thresholds
pertaining to minimum return to shareholders must be achieved before any bonuses
are paid. Sales goals for each business unit consist of standard (minimum
expected level) goals and are interpolated to determine the overall sales
12
performance factor. Results below the standard level count as 0% for each sales
goal. The individual key objectives go above and beyond the normal requirement
of the job and are directly controlled by the executive and the completion of
these specific goals affects the short-and long-term success of the
organization.
The standard bonus amount is determined as a percentage of the salary range
mid-point, and high performance targets are established to allow bonuses above
the standard level. Maximum bonuses of 200% of the standard level are used in
conjunction with maintaining base salary at the mid-point of the assigned salary
range.
The Compensation Committee believes that the annual bonus plan motivates and
rewards the achievement of corporate and business unit annual objectives and
engenders a pay-for-performance philosophy based on individual contributions to
corporate results. Bonus awards are paid under the bonus plan only upon the
accomplishment of both corporate and individual performance objectives
established for the fiscal year, and no bonuses are paid if a minimum
threshold/standard is not met; however, the Compensation Committee has the
authority to make discretionary adjustments. There are no specified limits to
the Compensation Committee's authority to make such adjustments, none of which
were made in 1993.
For 1993, the average bonus earned under the bonus plan by the three named
executive officers other than Mr. Knudson and Mr. Keller was 44% of their base
salaries compared with 43% in 1992.
LONG-TERM INCENTIVE STOCK OPTION PROGRAM
Stock Options are granted under the Incentive Stock Option Plan by the Board
of Directors upon recommendation of the Compensation Committee at an option
price not less than the fair market value of the Common Stock on the grant date.
All options have terms of ten years and generally become exercisable over a
five-year period. If options which are exercisable for the first time during any
calendar year exceed the aggregate fair market value of $100,000, the excess
options are treated as non-qualified options.
The Compensation Committee believes that the stock option plan is an
integral part of the executive compensation program which motivates executives
to practice long-term strategic management. The plan encourages key employees to
align their long-range interests with those of shareholders by accomplishing
longer-term corporate goals. When granting options to all named executive
officers for 1993, the Compensation Committee evaluated the total number of
shares available, the number of unexercised options held by each individual,
Company and individual performance, and the individual's level of responsibility
in the organization. No specific corporate or individual performance factors are
used.
COMPANY PERFORMANCE AND CHIEF EXECUTIVE OFFICER COMPENSATION
Net income for the year ended December 31, 1993, was $75.7 million or (fully
diluted) $2.54 per share. This compared to 1992 earnings of $63.3 million or
$2.19 per share. As restated for the effects of pooling-of-interests
acquisitions, net income in 1993 increased significantly by 19.6% from 1992
results. Return on assets for 1993 was 1.16% and return on common equity was
15.32% versus 1.10% and 14.35%, respectively, for 1992. The Company's ratio of
net charge-offs to average loans and leases decreased from 0.85% for 1992 to
0.58% for 1993, and the ratio of classified assets to capital decreased from
2.00% at December 31, 1992 to 1.52% at year-end 1993.
The Compensation Committee has developed a formal performance review process
for the Chief Executive Officer and the evaluation is discussed at an executive
session of the Board at its March meeting. The overall performance measurement
is based on three components: performance of the Chairman's duties, which relate
primarily to the organization and functioning of the Board of Directors;
performance of the Chief Executive Officer's duties, which relate primarily to
leading and
13
managing the Company, establishing and attaining corporate performance goals,
overseeing compliance with laws and regulations, and providing leadership and
representation in community and civic activities; and Company financial
performance as compared against the Company's Program for Exceptional
Performance targets.
In determining Mr. Knudson's compensation, the Compensation Committee used a
report based on comprehensive survey results developed for the Compensation
Committee by a nationally recognized executive compensation consultant. Such
consultant was retained specifically to study Mr. Knudson's total compensation.
This consultant selected and utilized a different peer group than that used in
the report of the consultant hired to survey base compensation for certain
managers other than Mr. Knudson. The survey used data from 1992 and the first
nine months of 1993 and included a peer group of fifteen similar-sized financial
institutions and a core group of 11 high-performing financial companies selected
from the peer group. The report compared performance and other key financial
factors such as net income, return on assets, return on equity, asset size and
staffing level. It also provided an analysis of the total compensation earned by
the peer group and core group Chief Executive Officers. The report concluded
that Mr. Knudson's base salary is 13% below both the $403,200 average for the
peer group and the $401,600 average for the core group for Chief Executive
Officers receiving a base salary plus short and long-term incentives. His 1992
bonus was more in line with his peers, equaling the average bonus paid to Chief
Executive Officers in the core group. The report also concluded that Mr.
Knudson's long-term compensation (stock-based incentives) is currently as much
as 50% below that of his peers. No specific weighting was assigned to either the
compensation survey results or Mr. Knudson's performance review in determining
the exact amount of his compensation.
The base salary (not including directors' fees) for Mr. Knudson increased by
14.3 percent over 1992, reflecting a movement closer to market competitiveness.
In 1992, Mr. Knudson did not receive a base salary increase and virtually all of
his increase in annual compensation for 1992 was represented by his Program for
Exceptional Performance bonus. The Compensation Committee determined that Mr.
Knudson's bonus would be based on two factors--the Company's financial
performance (earnings per share, efficiency ratio, ratio of net charge-offs to
loans, and ratio of classified assets to capital) and his attainment of the
individual key objectives discussed above, all of which the Committee determined
had been met or exceeded except for the Company's efficiency ratio. Because the
Company did not meet its target levels for all financial factors, Mr. Knudson
did not receive the maximum possible bonus. For 1993 Mr. Knudson's bonus was 86%
of base salary (not including directors' fees) compared with 76% in 1992. Total
annual compensation (base salary and bonus) increased by 23.5% from 1992 due to
a significant improvement in company financial results and the achievement of
key objectives. As indicated in the accompanying Summary Compensation Table, Mr.
Knudson also received a grant of incentive stock options through which the
Compensation Committee believes Mr. Knudson's long-range interests are more
closely aligned with those of shareholders. The ultimate value of this long-term
compensation award to Mr. Knudson will be determined by the actual performance
of the Company's stock price over time.
Lawrence M. Jones, CHAIRMAN
Jordan L. Haines
Joseph M. Klein
Fred L. Merrill, Sr.
Laird G. Noller
Patrick E. O'Shaughnessy
Kenneth J. Wagnon
14
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total returns
(stock price plus dividends) on the Company's Common Stock, the NASDAQ Composite
Stock Index, and the NASDAQ Bank Index for the five years ending December 31,
1993, assuming $100 invested on December 31, 1988.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
1988 1989 1990 1991 1992 1993
--------- --------- --------- --------- --------- ---------
Fourth Financial........................... $ 100.00 $ 141.87 $ 102.75 $ 139.18 $ 181.10 $ 185.11
NASDAQ Bank................................ $ 100.00 $ 110.82 $ 81.40 $ 133.57 $ 194.19 $ 221.32
NASDAQ Stock............................... $ 100.00 $ 121.24 $ 102.96 $ 165.21 $ 192.10 $ 219.21
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has established certain committees to
assist it in its work. Directors Wagnon (Chairman), Klein, Merrill, Meyer, and
Noller, and Howard R. Fricke, a director of BANK IV Kansas, are the members of
the Audit and Examination Committee of the Company, which met eight times in
1993. The Audit and Examination Committee consists of at least four independent
directors of the Company and at least one independent director of each of the
Company's subsidiary banks. At least two members of the committee must have
banking or related financial management experience. No member of the committee
may be a large customer, as determined by the Board of Directors, or an active
officer or employee of the Company or of any of the Company's subsidiaries. The
committee's responsibilities include (1) performing all functions required to be
performed by the audit committee of each of the Company's subsidiary banks, (2)
recommending to the Board of Directors the selection of the Company's
independent auditors and overseeing the scope and performance of their services,
(3) reviewing the Company's accounting policies, significant accounting
estimates, and financial reporting, (4) reviewing the adequacy of internal
controls and reporting thereon as required by applicable laws and regulations,
(5) overseeing the Company's internal audit and compliance activities, (6)
monitoring compliance with laws and regulations and reviewing reporting thereon,
(7) monitoring compliance with policies of the Board of Directors, (8) regularly
assessing the
15
adequacy of the allowance for credit losses at each of the Company's subsidiary
banks, and (9) reviewing the results of regulatory examinations, the responses
thereto, and the corrective actions taken. The committee has access to outside
legal counsel of its own choosing.
Directors Jones (Chairman), Haines, Klein, Merrill, Noller, O'Shaughnessy,
and Wagnon are the members of the Compensation and Personnel Committee of the
Company, which met six times during 1993. The Compensation Committee makes
recommendations as to salaries and promotions of the Company's officers and as
to nominations to the Company's Board of Directors, considers issues of
management succession planning, and administers the Company's various
compensation and benefit plans. The committee would consider nominees for
election to the Company's Board of Directors recommended by stockholders if
nominations are received by January 2 preceding the annual meeting.
The Executive Committee of the Company, which met twice in 1993, comprises
Directors Knudson (Chairman), Alford, Clevenger, Haines, Jones, Meyer, Vickers,
and Wagnon.
In December, 1993, the Board of Directors established a new Asset, Liability
and Investments Committee consisting of Directors O'Shaughnessy (Chairman),
Alford, Clevenger, and Vickers; Edward F. Keller, Chairman of the Board of BANK
IV Oklahoma; and A. Scott Ritchie, a director of BANK IV Kansas. The committee
did not meet during 1993.
TRANSACTIONS WITH MANAGEMENT
During 1993, the Company's bank subsidiaries made loans to certain directors
and nominees and to certain firms and corporations in which various directors
and nominees have interests. In each case, such loans were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility or
present other unfavorable features.
PROPOSAL TWO
APPOINTMENT OF AUDITORS
Subject to stockholder approval, the Board of Directors has appointed Ernst
& Young, independent auditors, to certify the financial statements of the
Company for the fiscal year ending December 31, 1994. Ernst & Young has
certified the financial statements of the Company for the past nine years.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them in favor of the approval and ratification of such appointment.
A representative of Ernst & Young will be present at the stockholders'
meeting with the opportunity to make a statement if he or she desires to do so
and will be available to respond to appropriate questions from stockholders.
The affirmative vote of the holders of a majority of the Company's issued
and outstanding Common Stock is required to approve the appointment of auditors.
The Board of Directors unanimously recommends a vote FOR the appointment of
Ernst & Young as auditors for the fiscal year ending December 31, 1994.
OTHER MATTERS TO COME BEFORE THE MEETING
If any matters not referred to in the proxy form properly come before the
meeting, the persons named in the proxies will vote the shares represented
thereby in accordance with their judgment. At the time of the mailing of
proxies, management of the Company was not aware that any other matters would be
presented for action at the 1994 Annual Meeting of the Stockholders of the
Company.
16
EXPENSE OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, employees, directors, and officers of the Company or its
subsidiaries may solicit proxies in person or by telephone.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors, and persons who beneficially own more than ten percent of the
Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Officers,
directors, and greater-than-ten-percent beneficial owners are required by
applicable regulations to furnish the Company with copies of all Section 16(a)
forms they file. The Company is not aware of any beneficial owner of more than
ten percent of its Common Stock.
Based solely upon a review of the copies of the forms furnished to the
Company and on written representations from certain reporting persons that no
Forms 5 were required, the Company believes that during the 1993 fiscal year all
filing requirements applicable to its officers and directors were complied with
except that Joseph M. Klein, a director of the Company, inadvertently omitted
from four monthly reports on Form 4 four acquisitions of an aggregate of 160
phantom stock units under the Company's Non-Employee Directors Deferred Fee
Plan, and Clayton D. Pledger, an officer of the Company, was late in filing a
Form 4 to report one acquisition of 253 shares of Common Stock by his wife.
COPIES OF FORM 10-K AVAILABLE UPON REQUEST
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, FOR 1993, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS BEING MAILED WITH THIS PROXY STATEMENT TO EACH
STOCKHOLDER OF THE COMPANY OF RECORD ON MARCH 1, 1994. MANAGEMENT OF THE COMPANY
WILL PROVIDE, WITHOUT CHARGE, TO EACH STOCKHOLDER OR BENEFICIAL OWNER OF THE
COMPANY'S STOCK WHO SUBMITS A WRITTEN REQUEST TO WILLIAM J. RAINEY, SECRETARY OF
THE COMPANY, POST OFFICE BOX 4, WICHITA, KANSAS 67201, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C., INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO,
FOR 1993, THE COMPANY'S MOST RECENT FISCAL YEAR. ANY REQUEST FOR SUCH REPORT
FROM A BENEFICIAL OWNER OF STOCK MUST SET FORTH A REPRESENTATION THAT, AS OF THE
RECORD DATE FOR THE ANNUAL MEETING OF STOCKHOLDERS (MARCH 1, 1994), THE PERSON
MAKING THE REQUEST WAS SUCH A BENEFICIAL OWNER OF STOCK AND ENTITLED TO VOTE AT
SUCH MEETING.
DEADLINE FOR SUBMISSION OF STOCKHOLDERS' PROPOSALS FOR
THE 1995 ANNUAL MEETING OF STOCKHOLDERS
As required by the proxy solicitation rules of the Securities and Exchange
Commission, stockholders of the Company are hereby advised that any proposals to
be submitted by stockholders pursuant to Rule 14a-8 of the Securities and
Exchange Commission, other than proposed nominees for election as directors, at
the Company's 1995 Annual Meeting of Stockholders must be received by the
Company at its principal executive offices at 100 North Broadway, Post Office
Box 4, Wichita, Kansas 67201, by November 16, 1994, for inclusion in the
Company's proxy statement and form of proxy. If the date of the 1995 Annual
Meeting is changed to a date more than thirty days earlier or later than April
21, 1995, the Company shall, in a timely manner, inform stockholders of such
change and the date by which proposals of stockholders must be received for such
inclusion.
17
The Company's Bylaws provide that nominations for directors, together with
certain information specified by the Bylaws, must be submitted in writing not
later than fourteen days nor earlier than fifty days prior to the date of the
Annual Meeting of Stockholders, except that if fewer than twenty-one days'
written notice of the meeting is given to stockholders, such nominations may be
made during the seven days following the date the notice was made.
WILLIAM J. RAINEY
SECRETARY
March 21, 1994
18
PROXY
FOURTH FINANCIAL CORPORATION
100 NORTH BROADWAY, WICHITA, KANSAS 67202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lionel D. Alford, Lawrence M. Jones, and
Patrick E. O'Shaughnessy as Proxies, each with the power to act alone and to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side, all the shares of Common Stock of Fourth
Financial Corporation held of record by the undersigned on March 1, 1994, at the
annual meeting of stockholders to be held on April 21, 1994, or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE THREE NOMINEES AND FOR THE APPROVAL OF THE
APPOINTMENT OF AUDITORS.
TO BE SIGNED ON OTHER SIDE
(continued on other side)
1. Election of Directors: Nominees: Joseph M. Klein, Russell W. Meyer, Jr., Laird G. Noler
FOR all nominees WITHHOLD
listed (except as AUTHORITY (Instruction: To withhold authority to vote for any individual nominee, write
marked to the to vote for all that nominee's name on the space provided below.)
contrary) nominees listed
-----------------------------------------------------------------------------
2. Proposal to Approve the 3. In their discretion the Proxies
Appointment of Ernst & Young are authorized to vote upon such
as auditors of the Corporation other business as may properly
for 1994: come before the meeting.
FOR AGAINST ABSTAIN
Please sign exactly as name appears at
left. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Dated:____________________________, 1994
________________________________________
Signature
________________________________________
Signature, if held jointly
"PLEASE MARK INSIDE BLUE BOXES SO Please mark, sign date and return the
THAT DATA PROCESSING EQUIPMENT proxy card promptly using the enclosed
WILL RECORD YOUR VOTES" envelope.