[LOGO]
HARBOR BANCORP
11 Golden Shore
Long Beach, California 90802
(310) 491-1111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1995
TO THE SHAREHOLDERS OF HARBOR BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of its
Board of Directors, the 1995 Annual Meeting of Shareholders (the "Meeting") of
Harbor Bancorp (the "Company") will be held at Harbor Bank, 11 Golden Shore,
Long Beach, California 90802 on Tuesday, June 27, 1995 at 2:00 p.m., for the
purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. Electing ten (10) persons to the Board of
Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following persons are the
Board of Directors' nominees:
James H. Gray Dorothy K. Matteson
John W. Hancock H.E. Nance
Dallas E. Haun Malcolm C. Todd, M.D.
Kermit Q. Jones James A. Willingham
Robert E. Leslie Margaret E. Wilson
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 9, 1995,
as the record date for determination of shareholders entitled to notice of,
and the right to vote at, the Meeting.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF SUCH PROXY, BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
Dated: May 26, 1995
BY ORDER OF THE BOARD OF DIRECTORS
Dorothy K. Matteson, Secretary
HARBOR BANCORP
11 Golden Shore
Long Beach, California 90802
(310) 491-1111
_______________
PROXY STATEMENT
_______________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1995 Annual Meeting of Shareholders (the "Meeting") of
Harbor Bancorp (the "Company") to be held at Harbor Bank, 11 Golden Shore,
Long Beach, California 90802 at 2:00 p.m., on Tuesday, June 27, 1995, and at
any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying notice
will be mailed on or about May 26, 1995 to shareholders eligible to receive
notice of and vote at the Meeting.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. Electing ten (10) persons to the Board of
Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified. The following persons are the
Board of Directors' nominees:
James H. Gray Dorothy K. Matteson
John W. Hancock H.E. Nance
Dallas E. Haun Malcolm C. Todd, M.D.
Kermit Q. Jones James A. Willingham
Robert E. Leslie Margaret E. Wilson
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.
REVOCABILITY OF PROXIES
A form of proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to revoke it
at any time before it is exercised by filing with the Secretary of the Company
an instrument revoking it or a duly-executed Proxy bearing a later date. In
addition, the powers of the proxy holders will be revoked if the person
executing the Proxy is present at the meeting and elects to vote in person by
advising the Chairman of such election. Subject to such revocation, all shares
represented by a properly executed Proxy received in time for the Meeting will
be voted by the proxy holders in accordance with the instructions specified on
the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE
ACTED UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED FOR
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES AS DIRECTORS. IF ANY OTHER
BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.
1
If you hold your shares of common stock in "street name" and you fail to
instruct your broker or nominee as to how to vote your common stock, your
broker or nominee may, at its discretion, vote your common stock "FOR" the
election of the Board of Directors' nominees.
PERSONS MAKING THE SOLICITATION
This solicitation of proxies is being made by the Board of Directors of
the Company. The expense of preparing, assembling, printing and mailing this
Proxy Statement and the material used in the solicitation of proxies for the
Meeting will be borne by the Company. It is contemplated that proxies will be
solicited principally through the use of the mail, but officers, directors,
and employees of the Company and its subsidiary, Harbor Bank (the "Bank"), may
solicit proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses, and other custodians, nominees
and fiduciaries for their reasonable expense in forwarding these Proxy
Materials to shareholders whose stock in the Company is held of record by such
entities. In addition, the Company may utilize the services of individuals or
companies not regularly employed by the Company in connection with the
solicitation of proxies if Management of the Company determines it advisable.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There were issued and outstanding 1,348,021 shares of the Company's
common stock on May 9, 1995, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of and to vote at
the meeting (the "Record Date"). On any matter submitted to the vote of the
shareholders, each holder of common stock will be entitled to one vote, in
person or by the proxy, for each share of common stock held of record on the
books of the Company as of the Record Date for the Meeting. In connection with
the election of directors, the shares may be voted cumulatively if a
shareholder present at the meeting has given notice at the meeting prior to
the voting of his or her intention to so vote and such candidate or
candidates' names have been placed in nomination prior to the meeting. If any
shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination. Cumulative voting allows a shareholder to cast a
number of shares held in his or her name as of the Record Date, multiplied by
the number of directors to be elected. This total number of votes may be cast
for one nominee, or distributed among as many nominees or in such proportions
as the shareholders sees fit. If cumulative voting is declared at the Meeting,
votes represented by proxies delivered pursuant to this Proxy Statement may be
cumulated at the discretion of the proxy holders, in accordance with the
recommendations of the Board of Directors. In the election of directors, the
ten (10) nominees receiving the highest number of votes will be elected.
SHAREHOLDERS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person who owns, beneficially or
of record, either individually or together with associates, 5 percent or more
of the outstanding common stock, except as set forth in the table below. The
following table sets forth certain information as of May 9, 1995 concerning
the beneficial ownership of the Company's outstanding common stock by each of
the directors of the Company, the named executives (as defined below) and by
all directors and executive officers of the Company as a group. Management is
not aware of any change in control of the Company or of any arrangement which
may, at a subsequent date, result in a change of control of the Company.
2
Common Stock
Name and Title Beneficially Percent
Other than Director Owned(1) of Class(2)
------------------- ------------ -----------
James H. Gray 118,300(3) 8.78%
President of Company, Chairman of the Board,
President and Chief Executive Officer of Bank
c/o Harbor Bank
11 Golden Shore
Long Beach, California 90802
John W. Hancock 4,169 .31%
Dallas E. Haun 32,502(4) 2.41%
Kermit Q. Jones 52,943 3.93%
Robert E. Leslie 798 .06%
Dorothy K. Matteson 36,897 2.74%
H.E. Nance 10,313 .77%
Malcolm C. Todd, M.D. 45,853 3.40%
James A. Willingham 77,642 5.76%
Margaret E. Wilson 54,304(5) 4.03%
ALL DIRECTORS AND OFFICERS (12 IN NUMBER)(6) 555,641(7) 41.22%
<FN>
-------------------------
(1) Beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (a) voting power, which
includes the power to vote, or to direct the voting of such
security; and/or (b) investment power which includes the power to
dispose, or to direct the disposition of such security.
Beneficial owner also includes any person who has the right to
acquire beneficial ownership of such security as defined
above within 60 days of the Record Date.
(2) Shares subject to options held by directors and executive
officers (or group) are treated as issued and outstanding for
the purpose of computing the percent of the class owned by
such person (or group), but not for computing the percent of
the class owned by any other person (or group).
(3) Includes 5,788 shares of stock options granted to Mr. Gray
but not exercised.
(4) Includes 27,365 shares of stock options granted to Mr. Haun
but not exercised.
(5) Shares are held by the Wilson Family Trust of which Mrs.
Wilson is a Co-Trustee.
(6) As used throughout this Proxy Statement, the terms
"officer" and "executive officer" mean the President of Harbor
Bancorp and Chairman of the Board of Directors and
President/Chief Executive Officer of the Bank, the Executive
Vice President of the Bank, the Senior Vice President and
Chief Financial Officer of the Bank and Vice President and
Chief Financial Officer of the Company, and the Vice President
and Director of Operations of the Bank. The Secretary of the
Company is not an executive officer.
(7) Includes 44,729 shares of stock options granted to all
directors and executive officers as a group but not exercised.
Includes 110,344 shares owned by the Harbor Bank Employee
Stock Ownership Plan of which Melissa Lanfre, Vice President
and Chief Financial Officer of the Company serves as Trustee
and over which Ms. Lanfre has sole voting and investment power.
3
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES
The Company's Articles provide for a range of eight (8) to fifteen (15)
directors, and permit the exact number of directors of the Company to be fixed
by Board or shareholder action. The Board of Directors has fixed the number of
directors at ten (10).
The persons named below, all of whom are currently members of the Company's
Board of Directors, will be nominated for election as directors to serve until
the 1996 Annual Meeting of Shareholders and until their successors are elected
and have qualified. Votes will be cast in such a way as to effect the election
of all ten (10) nominees, or as many thereof as possible under the rules of
cumulative voting. In the event that any of the nominees should be unable to
serve as a director, it is intended that the Proxy will be voted for the
election of such substitute nominees, if any, as shall be designated by the
Board of Directors. All nominees have indicated their willingness to serve if
elected and the Board of Directors has no reason to believe that any of the
nominees will be unavailable to serve if elected.
None of the directors, nominees or executive officers of the Company were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company and the Bank, acting within
their capacities as such. There are no family relationships between the
directors and executive officers of the Company and none of the directors or
executive officers of the Company serve as directors of any company which has
a class of securities registered under, or which is subject to the periodic
reporting requirements of, the Securities Exchange Act of 1934, as amended, or
any investment company registered under the Investment Company Act of 1940, as
amended.
The following table sets forth the names and certain information as of May
9, 1995, concerning the persons to be nominated by the Board of Directors for
election as directors of the Company:
PRESENT PRINCIPAL OCCUPATION
AND PRINCIPAL OCCUPATION SERVED AS DIRECTOR
NAME AGE DURING PAST FIVE YEARS SINCE(1)
---- --- ----------------------------- ------------------
James H. Gray 57 President of Harbor Bancorp, Chairman and President/
Chief Executive Officer of Harbor Bank 1982
John W. Hancock 58 Senior Vice President, Bancap Investment Group 1992
Dallas E. Haun 41 Executive Vice President, Harbor Bank 1993
Kermit Q. Jones 76 Owner, Treasure Valley Land and 1982
Cattle/Dairy Farmer
Robert E. Leslie 70 Retired Fire Chief, City of Long Beach 1988
Dorothy K. Matteson 68 Uniform Sales, Retired 1982
H.E. Nance 62 Retired President, Nance Tours & Travel 1988
Malcolm C. Todd, M.D. 82 Retired Physician/Surgeon 1982
James A. Willingham 66 President, Boulevard Buick and Chairman of the 1982
Board of Harbor Bancorp
Margaret E. Wilson 66 Co-trustee of the Wilson Family Trust 1993
<FN>
------------------------
(1) All the current directors were appointed to the Board of Directors by
the Company's incorporator on June 24, 1982, with the exception of
Robert E. Leslie and H.E. Nance who were appointed March 22, 1988, John
W. Hancock who was appointed on June 23, 1992, Margaret E. Wilson who
was appointed on March 23, 1993 and Dallas E. Haun who was appointed on
December 21, 1993.
4
EXECUTIVE OFFICERS
The following table sets forth as to each of the persons who currently
serve as an executive officer of the Company, such person's age, such person's
principal occupation during the past five (5) years, such person's current
position with the Company, and the periods during which such person served in
such capacity.
NAME AND
POSITION AGE DATE ELECTED
---------- --- ------------
James H. Gray
President and Chief Executive Officer 57 March 22, 1983
H. Melissa Lanfre
Vice President and Chief Financial Officer 43 June 23, 1987
All executive officers of the Company are elected by, and serve at the
pleasure of, the Board of Directors. Set forth above are the names and offices
held by the executive officers of the Company and the date when each was
elected to his/her present position with the Company. A brief account of the
business experience of each is set forth below.
Mr. Gray has been with the major subsidiary of the Company, Harbor Bank,
since 1976. He currently holds the position of Chairman of the Board,
President, and Chief Executive Officer of Harbor Bank and President of Harbor
Bancorp.
Ms. Lanfre joined the Company on July 13, 1987 and currently holds the
position of Vice President and Chief Financial Officer.
Mr. Turicchi, who has been serving as Vice President of the Company and
as President of Harbor Bank, resigned effective April 30, 1995.
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held five (5) regular meetings in
1994. In 1994, all of the Company's directors attended at least 75% of all
Board meetings. The Company's Board has no standing committees, and any
matters which might ordinarily be considered by an audit, compensation or
nominating committee, were considered by the Board as a whole. The Company's
directors also serve as members of the Bank's Board of Directors and on
committees of the Bank's Board. In particular, all Company Directors are
members of the Bank's Board of Directors, and they met twelve (12) times
during 1994. Any matters of the Bank which might ordinarily be considered by a
compensation or nominating committee were considered by the Board of the Bank
as a whole.
The Bank's Loan Committee met fifty-two (52) times in 1994. This
committee reviews certain types of loan requests.
The Bank's Audit Committee met nine (9) times in 1994. This committee is
responsible for audit functions in the Bank, the appointment of an outside
accounting firm and the review of reports of the accounting firm.
The Bank's Loan and Investment Committee met twelve (12) times in 1994.
This committee also reviews certain types of loan requests and Bank
investments.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BOARD OF
DIRECTORS' NOMINEES.
5
DIRECTOR COMPENSATION
Directors of the Company and Bank who are considered to be inside
directors or employees of the Company, receive a director's fee of $600 per
meeting attended and all other directors, who are considered to be outside
directors, receive a director's fee of $1,000 per meeting attended. Non-
officer directors serving on the Bank's Loan Committee receive $150 per
meeting attended.
EXECUTIVE OFFICERS' COMPENSATION AND OTHER INFORMATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the two other executive officers of the
Company (determined as of the end of the last fiscal year) whose annual salary
and bonus exceeded $100,000 in 1994 (the "Named Executives") for each of the
fiscal years ended December 31, 1994, 1993, and 1992.
SUMMARY OF CASH AND CERTAIN COMPENSATION
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- -------------------- ------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
-------------------------------- ----- ----- ----- ------ ---------- -------- -------- -------------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($) ($) SARS(#) ($) ($)(3)
--------------------------- ------ --------- -------- ------------- --------- ---------- -------- -------------
James H. Gray 1994 $125,704 $39,550 -0- -0- -0- -0- $1,488
Chairman of the Board and Chief 1993 $128,186 $56,500 -0- -0- -0- -0-
Executive Officer of Harbor Bank 1992 121,488 55,000 -0- -0- -0- -0-
Robert Turicchi (4) 1994 111,321 36,050 -0- -0- -0- -0- 1,804
President and Chief Administrative 1993 111,572 51,500 -0- -0- -0- -0-
Officer of Harbor Bank 1992 111,488 50,000 -0- -0- -0- -0-
Dallas E. Haun 1994 98,157 30,100 -0- -0- -0- -0- 1,200
Executive Vice President of 1993 93,907 41,500 -0- -0- -0- -0-
Harbor Bank 1992 82,897 40,000 -0- -0- -0- -0-
<FN>
-------------------------
(1) Included in this column are salaries and director's fees, where
applicable, paid for services rendered to the Bank, during 1994 before
any salary reduction for contributions to the Company's plan under
section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"), and salary reductions for contributions for welfare plan
coverages under section 125 of the Code.
(2) The bonus amounts are payable pursuant to the Company's senior
management compensation plan as approved annually by the Board of
Directors. This column may include bonuses paid in a certain year for
services rendered in the prior year.
(3) "All Other Compensation" is only required to be reported for 1994. The
amount represents the Company's matching contribution for the 401(k)
plan.
(4) Robert Turicchi resigned as an Officer and Director of the Company and
as an Executive Officer of Harbor Bank as of April 30, 1995. James H.
Gray has assumed the title of President of Harbor Bank.
6
The following table provides information with respect to the Named
Executives concerning the exercise of options and/or stock appreciation rights
("SARs") during the fiscal year ended December 31, 1994 and unexercised
options and/or SARs held by the Named Executives as of December 31, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUE
(A) (B) (C) (D)
--- --- --- ---
VALUE
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT YEAR AT YEAR
SHARES END(#) END(#)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED(1)(#) UNEXERCISABLE UNEXERCISABLE
------ ------------ -------------- -------------- --------------
James H. Gray -0- -0- -0-/ 5,788 -0-
Robert Turicchi -0- -0- -0-/ 5,788 -0-
Dallas E. Haun -0- -0- -0-/17,365 -0-
<FN>
------------------------
(1) There are no in-the-money options.
CERTAIN TRANSACTIONS
There are no existing or proposed material transactions between the
Company or the Bank and any of the Company's executive officers, directors, or
beneficial owners of 5% or more of the common stock, or the immediate family
or associates of any of the foregoing persons, except as indicated below.
Some of the Company's directors, nominees for director, and executive
officers and their immediate families, as well as the companies with which
such directors and executive officers are associated, are customers of, and
have had banking transactions with the Bank in the ordinary course of the
Bank's business and the Bank expects to have such ordinary banking
transactions with such persons in the future. In the opinion of Management of
the Bank, all loans and commitments to lend included in such transactions were
made in compliance with applicable laws on substantially the same terms,
including interest rates and collateral, as those prevailing for comparable
transactions with other persons of similar creditworthiness and did not
involve more than a normal risk of collectibility or present other unfavorable
features.
OTHER MATTERS
The firm of Ernst & Young served as independent public auditors for the
Company and the Bank for 1994 and will continue to serve in that capacity for
1995.
It is anticipated that a representative of Ernst & Young will be present
at the Meeting to respond to appropriate questions from shareholders.
On December 31, 1993, the Bank underwent examinations conducted
concurrently by the Federal Deposit Insurance Corporation (the "FDIC") and
the California State Banking Department (the "Department"). As a result of
the FDIC examination, the Bank entered into a Memorandum of Understanding
dated August 3, 1994. The Memorandum includes provisions regarding the Board
of Directors, maintaining Tier 1 capital equal to or exceeding 6.5% of the
Bank's total assets, credit risk management practices, reducing classified
assets in accordance with stated schedules, revising policies and procedures,
maintaining acceptable management, maintaining an adequate allowance for loan
losses, correction of certain alleged violations, cash dividends, and
reporting requirements.
7
The Bank has undertaken a number of actions designed to strengthen its
management, improve its financial condition and enhance its operating
efficiency. The Bank has maintained Tier 1 capital in excess of 6.5% at all
times as required. Credit risk management practices have significantly been
strengthened and classified assets have been reduced significantly well in
advance of stated schedules. A new Senior Credit Officer will be joining the
Bank in the near future to insure a continuation and expansion of credit
administration that meets the requirements of the regulatory agencies and the
Bank.
Any shareholder desiring to submit a proposal for action at the 1996
Annual Meeting of Shareholders which is desired to be presented in the
Company's Proxy Statement with respect to such meeting should submit such
proposal to the Company at its principal place of business no later than
January 12, 1996.
The Board of Directors does not know of any matters to be presented at
the Meeting other than those set forth above. However, if any other matters
come before the Meeting, it is the intention of the persons named in the
accompanying Proxy to vote said Proxy in accordance with the recommendations
of the Board of Directors on such matters, and discretionary authority to do
so is included in the Proxy.
The Company's Annual Report for the year ended December 31, 1994 and
first Quarterly Statement for the month ended March 31, 1995 were mailed to
the shareholders on approximately May 24, 1995. The Annual Report contains
consolidated financial statements of the Company and its subsidiaries and the
report thereon of Ernst & Young, independent public auditors.
Dated: May 26, 1995
HARBOR BANCORP
Dorothy K. Matteson, Secretary
8
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
HARBOR BANCORP
ANNUAL MEETING OF SHAREHOLDERS
JUNE 27, 1995
The undersigned shareholder of Harbor Bancorp (the "Company") hereby
nominates, constitutes and appoints James H. Gray, Kermit Jones and James
Willingham, and each of them, attorney(s), agent(s) and proxy of the
undersigned, with full powers of substitution, to vote all stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Tuesday, June 27, 1995, at 2:00 p.m.
at Harbor Bank, 11 Golden Shore, Long Beach, California 90802 and at any and
all adjournment or adjournments thereof, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:
1. ELECTIONS OF DIRECTORS
Authority to elect the ten (10) persons named below and in the Proxy
Statement dated May 26, 1995 accompanying the Notice of said Meeting, to serve
until the 1996 Annual Meeting of Shareholders and until their successors are
elected and have qualified:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated to the contrary for all nominees listed
below). below.
James H. Gray, John W. Hancock, Dallas E. Haun, Kermit Q. Jones, Robert E.
Leslie, Dorothy K. Matteson, H.E. Nance, Malcolm C. Todd, M.D., James A.
Willingham and Margaret E. Wilson.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE BELOW.)
-------------------------------------------------------------------------------
2. OTHER BUSINESS
In their discretion, the proxyholders are authorized to vote upon such
other business as may properly come before the Meeting, and at any and all
adjournment or adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
The undersigned hereby ratifies and confirms all that the proxyholders,
or any of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at the Meeting. The undersigned acknowledges receipt of
the Notice of Annual Meeting of Shareholders and the Proxy Statement
accompanying said Notice.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY CONFERS AUTHORITY AND SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS UNLESS A
CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT
THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND DATE BELOW
Dated: ______________________________
Number of Shares ____________________
_____________________________________
(Signature of Shareholder)
_____________________________________
(Signature of Shareholder)
(Please date this Proxy and sign your name as it
appears on the stock certificates. When signing
as attorney, executor, administrator, trustee or
guardian, please give full title. If more than
one trustee, all should sign. All joint owners
should sign.)
I DO [ ] DO NOT [ ] EXPECT TO ATTEND THE MEETING.