SCHEDULE 14A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section240.14a-11(c) or
Section240.14a-12
CBT CORPORATION
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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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[LOGO]
CBT CORPORATION
333 BROADWAY
PADUCAH, KY 42002
MARCH 12, 1997
Dear Stockholder:
The annual meeting of stockholders of CBT Corporation will be held on
Tuesday, April 15, 1997, at 2:00 P.M., Paducah time, at the main office of
Citizens Bank and Trust Company, 333 Broadway, Paducah, Kentucky. The formal
Notice of the Meeting and Proxy Statement appear in the pages that follow.
We hope you will be able to attend the meeting in person. In addition to the
specific matters set forth in the notice of the meeting, we look forward to
discussing any questions you may have concerning the Corporation.
Sincerely,
/s/ William J. Jones
William J. Jones
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE, IF YOU DO NOT EXPECT TO BE PERSONALLY
PRESENT AND WISH YOUR STOCK TO BE VOTED. IF YOU LATER FIND THAT
YOU MAY BE PRESENT OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR
PROXY, YOU MAY DO SO PRIOR TO THE TIME THE PRESENCE OF A QUORUM
HAS BEEN DETERMINED AND DECLARED.
CBT CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1997
------------------------
To the Holders of Common Stock of CBT Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of CBT
Corporation, (the "Corporation"), a Kentucky corporation, will be held at the
main office of Citizens Bank and Trust Company, 333 Broadway, Paducah, Kentucky,
on Tuesday, April 15, 1997, at 2:00 p.m., Paducah time, for the following
purposes:
1) To elect directors to hold office until the next annual election and
until their successors shall be duly elected and qualified; and
2) To transact such other business as may properly come before the meeting.
Only holders of common stock of record at the close of business on February
7, 1997, will be entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/ William J. Jones
William J. Jones
PRESIDENT AND CHIEF EXECUTIVE OFFICER
March 12, 1997
CBT CORPORATION
333 BROADWAY
PADUCAH, KENTUCKY 42002
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PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of CBT Corporation (the "Corporation") of proxies to be voted
at the annual meeting of stockholders to be held on Tuesday, April 15, 1997. Any
stockholder giving a proxy has the right to revoke it by a written notice
delivered to the Secretary of the Corporation, P.O. Box 2400, Paducah, Kentucky,
42002-2400, or in person at the meeting, prior to the time the presence of a
quorum has been determined and declared. All proxies will be voted in accordance
with the directions of the stockholder and, to the extent no directions are
given, will be voted "for" the nominees for directors, as discussed below in
this Proxy Statement.
This Proxy Statement and form of proxy are first being mailed to
stockholders commencing on or about March 12, 1997.
The Corporation will bear the entire cost of soliciting proxies.
Solicitation will be primarily by mail. Certain officers of the Corporation and
its subsidiaries may solicit proxies personally or by telephone or special
letter, but such persons will not be specially compensated for such services.
SHARES OUTSTANDING AND VOTING
Only stockholders of record at the close of business on February 7, 1997 are
entitled to notice of, and to vote at, the annual meeting. As of February 7,
1997, there were issued and outstanding 7,871,517 shares of common stock. The
Corporation has no class of stock other than common stock. Each share of the
common stock is entitled to one vote on all matters presented to the
stockholders with the exception of the election of directors. In the election of
directors, cumulative voting rules apply. Under cumulative voting, each
stockholder is entitled to cast as many votes in the aggregate as shall equal
the number of shares of the common stock owned by him or her multiplied by the
number of directors to be elected. Each stockholder, or his or her proxy, may
cast all of his or her votes (as thus determined) for a single nominee for
director or may distribute them among two or more nominees, at the stockholder's
discretion. A majority of the outstanding shares present in person or by proxy
is required to constitute a quorum to transact business at the annual meeting.
Abstentions and broker non-voters will be counted as present for purposes of
determining a quorum, but will not be counted for purposes of determining the
votes cast for or against any matter submitted to the stockholders for a vote.
As to the authority of the persons named as proxies in the accompanying proxy
card to cumulate votes, see the section entitled "Election of Directors."
The following table sets forth, as of February 7, 1997, information about
the only holder of five percent or more of the Corporation's common stock:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------------------------------------------------------------------- -------------------- -------------------
Citizens Bank and Trust Company........................................... 510,303(a)(b) 6.5
Trust Department
333 Broadway
Paducah, KY 42001
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(a) Shares are held in various fiduciary capacities and, by virtue of shared
voting and shared investment power with respect to such shares, are deemed
to own them beneficially.
(b) Does not include 465,283 shares held in various trust accounts where there
is no beneficial ownership.
1
BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
OF COMMON STOCK OF THE CORPORATION
Set forth below is information with respect to shares of common stock of the
Corporation beneficially owned as of February 7, 1997 by the current
director-nominees, the executive officers named in the Summary Compensation
Table herein, and all director-nominees and executive officers of the
Corporation as a group. Unless otherwise noted, the named person has sole voting
and investment powers with respect to the reported shares. Where the holdings of
a family member are noted as being held "individually," the family member has
sole voting and investment power with respect to the shares. Where joint
ownership is noted, the joint owners share voting and investment power as to the
shares.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------------ -------------------- -----------------
Irving P. Bright, Jr.................................. 65,859(1) **
John Burman........................................... 48,252(2) **
Patrick J. Cvengros................................... 50,150(3) **
William H. Dyer....................................... 53,647 **
Louis A. Haas......................................... 177,201(4) 2.3
Joe Tom Haltom........................................ 290,579 3.7
Kerry B. Harvey....................................... 30,372(5) **
F. Donald Higdon...................................... 3,368 **
M. Leon Johnson....................................... 62,583(6) **
William J. Jones...................................... 80,674(7) 1.0
Ted S. Kinsey......................................... 19,750(8) **
Louis M. Michelson.................................... 6,806(9) **
Bill B. Morgan........................................ 220,545(10) 2.8
C. Thomas Murrell, III................................ 17,135(11) **
J. Russell Ogden, III................................. 41,338(12) **
David M. Paxton....................................... 3,300(13) **
Robert P. Petter...................................... 24,420 **
Joseph A. Powell...................................... 21,236(14) **
John E. Sircy......................................... 8,110(15) **
William A. Usher...................................... 12,000 **
All directors and executive officers of the
Corporation as a group (25 persons)................. 1,266,991(16) 15.9
- ------------------------
** Represents less than 1 percent of total outstanding shares of common stock.
(1) Shares represented include 6,244 shares owned individually by Mr. Bright's
wife and 12,000 shares in a trust for which she serves as Trustee.
(2) Shares represented include 22,590 shares individually owned by Mr. Burman's
wife.
(3) Shares represented include 32,676 shares owned jointly by Mr. Cvengros and
his wife.
(4) Shares represented include 63,904 shares held in agency accounts for Mr.
Haas' children and 7,841 shares owned jointly by Mr. Haas and his wife.
(5) Shares represented include 20,099 shares owned jointly by Mr. Harvey and
his wife, 104 shares owned jointly by Mr. Harvey's wife and daughter, and
104 shares owned jointly by Mr. Harvey and his daughter.
(6) Shares represented include 1,500 shares owned individually by Mr. Johnson's
children, 11,387 vested shares held by the Corporation's Retirement,
Savings, and Profit Sharing Plan and 5,000 shares of vested stock options.
2
(7) Shares represented include 9,866 vested shares held by the Corporation's
Retirement, Savings, and Profit Sharing Plan and 58,117 shares of vested
stock options.
(8) Shares represented include 10,884 shares jointly owned by Mr. Kinsey and
his wife, and 2,000 shares owned individually by Mr. Kinsey's children.
(9) Shares represented include 1,596 shares owned by Michelson Jewelers, Inc.,
a corporation controlled by Mr. Michelson.
(10) Shares represented include 5,728 shares owned by Mr. Morgan's wife, 89,964
shares owned by Mr. Morgan's father, 989 shares owned by Mr. Morgan's son,
2,307 shares owned by Mr. Morgan's daughter and son-in-law, 10,704 shares
owned by Mr. Morgan's sister and brother-in-law, 806 shares owned by Mr.
Morgan's sister and brother-in-law, and 2,192 shares owned by Mr. Morgan's
brother and sister-in-law.
(11) Shares represented include 1,016 vested shares held by the Corporation's
Retirement, Savings, and Profit Sharing Plan and 15,166 shares of vested
stock options.
(12) Shares represented include 90 shares held in custodian accounts for Mr.
Ogden's children, 6,749 vested shares held by the Corporation's Retirement,
Savings, and Profit Sharing Plan and 23,499 shares of vested stock options.
(13) Shares represented include 3,200 shares owned jointly by Mr. Paxton and his
wife.
(14) Shares represented include 3,438 shares owned individually by Mr. Powell's
wife.
(15) Shares represented include 1,040 vested shares held by the Corporation's
Retirement, Savings, and Profit Sharing Plan and 6,666 shares of vested
stock options.
(16) Includes 111,280 shares of vested stock options.
In the election of directors, the 16 nominees receiving the most votes at
the annual meeting will be elected directors. Abstentions and broker non-votes
will have no effect on the election of directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers, directors and persons who own more than ten
percent (10%) of the Corporation's common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulation to furnish the Corporation with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it during
1996 or representations from such persons that no Form 5s were required, the
Corporation believes that all filing requirements applicable to its officers,
directors and greater than ten percent (10%) beneficial owners were complied
with in 1996 and prior years, with the following exception: John A. Doss did not
timely file a Form 3, with respect to his election as an executive officer of
the Corporation. The exception was corrected as soon as it was discovered.
PROPOSAL ONE
ELECTION OF DIRECTORS
Among items to be acted upon at the annual meeting of stockholders is the
election of sixteen directors to the Board of Directors of the Corporation. Each
of the persons elected will serve a term in office of one year and until his
successor is duly elected and qualified. All nominees for director are currently
directors of the Corporation.
Set out below is information as of the record date concerning all of the
current directors and director-nominees of the Corporation, including their
positions held with Citizens Bank and Trust Company
3
("Citizens"), Bank of Marshall County ("BMC"), Pennyrile Citizens Bank and Trust
("Pennyrile"), Graves County Bank, Inc. ("Graves"), United Commonwealth Bank,
F.S.B.("United"), and Fidelity Credit Corporation ("FCC").
IRVING P. BRIGHT, JR., 64, business consultant. Until 1994, Mr. Bright was
the President and Chief Executive Officer of Bright's, Inc.(a retail clothing
store). Mr. Bright has been a director of the Corporation since 1983. He also
serves as a director of Citizens.
JOHN L. BURMAN, 63, manager of Kentucky Farm Bureau. Mr. Burman has been a
director of the Corporation since 1993. He also serves as a director of
Pennyrile.
PATRICK J. CVENGROS, 60, retired. Until 1992, Mr. Cvengros served as the
President and Chief Executive Officer of the Corporation. Mr. Cvengros has been
a director of the Corporation since 1983. Mr. Cvengros also serves as a director
of Citizens and FCC, as well as serving as a director of Computer Services,
Inc., Paducah, Kentucky.
WILLIAM H. DYER, 61, President and Chief Executive Officer of Tennessee
Valley Towing (a river barge company). Mr. Dyer has been a director of the
Corporation since 1991. Mr. Dyer also serves as a director of Citizens.
LOUIS A. HAAS, 55, investor. Mr. Haas was formerly the President and Chief
Executive Officer of DuBois Pharmaceutical (a wholesale pharmaceuticals
company). Mr. Haas has been a director of the Corporation since 1991. Mr. Haas
also serves as a director of Citizens.
JOE TOM HALTOM, 69, Chairman of BMC. Mr. Haltom previously served as
Chairman of BMC Bankcorp, Inc., which was acquired by the Corporation on May 31,
1994. Mr. Haltom was named a director of the Corporation in 1994. Mr. Haltom
also serves as a director of BMC, Graves, and United.
KERRY B. HARVEY, 39, a partner in the law firm of Owen, Harvey and Carter.
Mr. Harvey was named a director of the corporation in 1994. Mr. Harvey also
serves as a director of BMC and United.
F. DONALD HIGDON, 65, retired. Mr. Higdon was formerly the General Manager
of Kraft Food Service, Inc. (a wholesale food distributor). Mr. Higdon has been
a director of the Corporation since 1991. Mr. Higdon also serves as a director
of Citizens.
WILLIAM J. JONES, 41, President and Chief Executive Officer of the
Corporation. Mr. Jones served as Executive Vice President of the Corporation
until January 1992, when he assumed his current position. Mr. Jones has been a
director of the Corporation since 1991. Mr. Jones also serves as a director of
Citizens, BMC, FCC, and Pennyrile.
TED S. KINSEY, 51, President and Chief Executive Officer of Parkway
Chrysler, Inc. (an automobile dealership). Mr. Kinsey was named a director of
the Corporation in 1994. Mr. Kinsey also serves as a director of BMC.
LOUIS M. MICHELSON, 52, President and Chief Executive Officer of Michelson
Jewelers, Inc. (a retail jeweler). Mr. Michelson has been a director of the
Corporation since 1991. Mr. Michelson also serves as a director of Citizens.
BILL B. MORGAN, 67, Chairman of Bradshaw & Weil, Inc. (an insurance agency).
Mr. Morgan retired as a Brigadier General in the United States Air Force in
1995. Mr. Morgan was named a director of the Corporation in 1994. Mr. Morgan
also serves as a director of BMC and Graves.
DAVID M. PAXTON, 40, Vice President and Chief Financial Officer of Paxton
Media Group (a television broadcasting and newspaper publishing company). Mr.
Paxton has been a director of the Corporation since 1991. Mr. Paxton also serves
as a director of Citizens.
ROBERT P. PETTER, 61, President and Chief Executive Officer of Henry A.
Petter Supply Company (an industrial supply wholesaler). Mr. Petter has been a
director of the Corporation since 1983. Mr. Petter also serves as a director of
Citizens.
4
JOSEPH A. POWELL, 64, President and Chief Executive Officer of Old Hickory
Clay Company (a mining company). Mr. Powell has been a director of the
Corporation since 1991. Mr. Powell also serves as a director of Citizens.
WILLIAM A. USHER, 67, Chairman and Chief Executive Officer of Usher
Transportation, Inc. (a trucking and transportation company). Mr. Usher has been
a director of the Corporation since 1991. Mr. Usher also serves as a director of
Citizens.
The Board of Directors has no reason to believe that any of the nominees
will be unavailable to serve as director. If any nominee should become
unavailable before the annual meeting, the persons named in the enclosed proxy
card, or their substitutes, or a majority of them, reserve the right to vote for
a substitute nominee selected by the Board of Directors. In addition, if any
stockholder or stockholders shall vote shares cumulatively or otherwise for the
election of a director or directors other than the nominees named above, or
substitute nominees, or for less than all of them, the persons named in the
enclosed proxy card, or their substitutes, or a majority of them, shall have the
right, in their discretion, to vote cumulatively for some number less than all
of the nominees named above or any substitute nominees, and for such of the
persons nominated as they may choose.
MEETINGS AND COMMITTEES
During the year ended December 31, 1996, the Board of Directors of the
Corporation held four regular meetings and two special meetings. During 1996,
committees established by the Board met as follows: the Executive Committee met
fifteen times, the Investment Committee met four times, and the Audit Committee
met six times. Attendance by directors at these meetings averaged 85 percent
during 1996, with all directors attending more than 75 percent of the aggregate
number of Board meetings and meetings of committees on which they served except
for Louis M. Michelson, who had a 66 percent attendance record.
The members of the Executive Committee are Irving B. Bright, Jr., Patrick J.
Cvengros, Louis A. Haas, Joe Tom Haltom, William J. Jones, David M. Paxton, and
William A. Usher. The functions performed by the Committee include: acting as
the Compensation Committee; making recommendations to the Board of Directors in
matters involving dividends, expansion plans, significant expenditures and
strategic initiatives; reviewing and making recommendations to the Board of
Directors regarding proposed directors, the compensation of directors and the
composition and size of the Board and its committees; and reviewing credit
policies and the adequacy of the allowance for loan losses of each subsidiary.
The members of the Audit Committee are Louis A. Haas, Kerry B. Harvey, F.
Donald Higdon, David M. Paxton, Robert P. Petter, and Joseph A. Powell. The
Committee recommends to the Board the engagement of independent auditors;
reviews with independent auditors the scope and results of the audit engagement;
reviews the scope, frequency, and results of internal audits and examinations;
and reviews the adequacy of the Corporation's system of internal controls.
The members of the Investment Committee are Patrick J. Cvengros, William J.
Jones, Bill B. Morgan, David M. Paxton, Dr. Charles W. Ransler, and William A.
Usher. Dr. Ransler serves on the board of directors of Citizens. The Committee
reviews the composition and performance of the investment securities portfolios
of each subsidiary bank; establishes policies for monitoring the composition of
subsidiary's investment securities portfolios; and establishes policies for
monitoring liquidity and interest rate risk for the Corporation.
The Corporation has no standing nominating committees. All nominations for
membership on the Board originated with the Board of Directors.
COMPENSATION OF DIRECTORS
Each non-management director of the Corporation was paid $1,000 for each
board meeting attended and $500 for attending each committee meeting.
5
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table contains information concerning compensation paid or
accrued by the Corporation and its subsidiaries for the fiscal years ended
December 31, 1994, 1995, and 1996 to, or on behalf of, the Corporation's Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Corporation during 1996 whose compensation exceeded $100,000.
(A) (B) (C) (D) (E) (F) (G)
ANNUAL
COMPENSATION LONG-TERM COMPENSATION
-------------------------- --------------------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND COMPENSATION OPTIONS (# ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1) SHARES)(2) COMPENSATION(3)
- ---------------------------------------- ------ ------------ ------------ ------------ ------------ ------------
William J. Jones........................ 1996 $ 208,000 $ 0 $ 0 0 $ 25,555
President and Chief 1995 200,000 0 0 120,000 26,461
Executive Officer, CBT 1994 180,000 54,216 0 20,000 26,069
and Citizens
John E. Sircy(4)........................ 1996 135,200 0 0 0 19,477
Executive Vice President 1995 130,000 0 0 70,000 19,998
and Chief Operating 1994 88,461 30,000 6,358 10,000 18,416
Officer, CBT and Citizens
M. Leon Johnson......................... 1996 110,000 33,985 0 5,000 17,252
President and Chief 1995 100,000 38,271 0 3,000 15,948
Executive Officer, FCC 1994 92,800 29,591 0 6,000 16,927
C. Thomas Murrell, III.................. 1996 123,600 14,005 0 5,000 11,976
Executive Vice President 1995 120,000 18,144 0 5,000 12,812
Commercial and 1994 115,513 30,000 0 6,000 12,284
Consumer Banking, Citizens
J. Russell Ogden, III................... 1996 113,200 2,500 0 0 10,796
Executive Vice President 1995 110,000 0 0 2,000 11,605
Financial Services, 1994 106,072 18,610 0 5,000 11,132
Citizens
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(1) The amount shown in column (e) represents the amount reimbursed to Mr. Sircy
in 1994 for the payment of taxes incurred in connection with his receipt of
relocation expenses.
(2) All option grants have been adjusted to reflect the October 1994 2-for-1
stock split.
(3) The amounts shown in column (g) for each named executive officer is the
total of the Corporation's contribution to the 401(k) and Money Purchase
(MPP) retirement plans, subsidiary directors' fees, and term life insurance
premiums for the fiscal year ended December 31, 1996 as summarized in the
following schedule:
SUBSIDIARY
DIRECTORS'
401(K)/MPP FEES TERM LIFE TOTALS
------------ ------------ ------------ ------------
Mr. Jones................................................. $ 14,625 $ 10,550 $ 380 $ 25,555
Mr. Sircy................................................. 13,234 6,000 243 19,477
Mr. Johnson............................................... 10,219 6,800 233 17,252
Mr. Murrell............................................... 11,721 0 255 11,976
Mr. Ogden................................................. 10,590 0 206 10,796
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(4) Mr. Sircy joined the Corporation in April 1994.
6
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information on grants of stock options during the fiscal year
ended December 31, 1996, to the named executive officers.
INDIVIDUAL GRANTS
(A) (B) (C) (D) (E) (F) (G)
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE OR APPRECIATION
UNDERLYING EMPLOYEES IN BASE PRICE FOR OPTION TERM(4)
OPTIONS FISCAL YEAR PER SHARE EXPIRATION --------------------
NAME GRANTED (#)(1)(2) 1996(3) ($/SH) DATE 5% 10%
- -------------------------- ----------------- ------------- --------------- ----------- --------- ---------
William J. Jones.......... 0 0.00% N/A N/A N/A N/A
John E. Sircy............. 0 0.00% N/A N/A N/A N/A
M. Leon Johnson........... 5,000 11.05% 24.00 01/06 66,159 162,954
C. Thomas Murrell, III.... 5,000 11.05% 24.00 01/06 66,159 162,954
J. Russell Ogden, III..... 0 0.00% N/A N/A N/A N/A
- ------------------------
(1) Stock options have no explicit value on the date of grant because the
exercise price per share is equal to the market price per share of the
Corporation's common stock on the day preceding the date the option is
granted. A stock option has value to the optionee in the future only if the
market price of the Corporation's common stock at the time the option is
exercised exceeds the exercise price.
(2) Options are not exercisable during the first two years after the date of the
grant. Thereafter, options may be exercised on or after the anniversary date
of the grant in three equal installments so that the full grant may be
exercised no sooner than four years after the date of the grant.
(3) A total of 45,250 options were granted to a total of thirty-four (34)
officers of the Corporation and its subsidiaries during 1996.
(4) The dollar amounts under columns (f) and (g) are the result of calculations
at the 5 percent and 10 percent rates set by the SEC. The potential
realizable value over the option terms of the options included in the above
table are computed using the assumed rates set by the SEC and should not be
viewed as, and are not intended to be, a forecast of possible future
appreciation, if any, in the Corporation's stock price.
7
AGGREGATE OPTIONS EXERCISED IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AS OF OPTIONS AT
SHARES 12/31/96 (#) 12/31/96 ($)*
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ------------- ------------- ------------- ------------- ------------- -------------
William J. Jones......... 3,846 $ 59,267 52,653 138,001 $ 839,507 $ 647,277
John E. Sircy............ 0 0 3,333 76,667 24,731 343,151
M. Leon Johnson.......... 0 0 2,000 12,000 16,740 66,988
C. Thomas Murrell, III... 0 0 9,333 16,167 115,579 104,151
J. Russell Ogden, III.... 11,000 189,010 18,999 7,501 293,628 66,077
- ------------------------
*Amounts shown represent the difference between exercise price and December 31,
1996 market value of $27.50.
EXECUTIVE OFFICERS
Information regarding the current executive officers of the Corporation,
including their names, ages, positions with the Corporation, and a brief
description of their business experience during the past five years, is
presented below. Executive officers are elected annually by the Board of
Directors.
WILLIAM J. JONES, 41, President and Chief Executive Officer and a director.
Mr. Jones also serves as President and Chief Executive Officer of Citizens. Mr.
Jones has been associated with the Corporation for the past 12 years. Additional
information regarding Mr. Jones is set forth on page 4.
JOHN E. SIRCY, 40, Executive Vice President and Chief Operating Officer. Mr.
Sircy also serves as Executive Vice President and Chief Operating Officer of
Citizens and as a director of Graves and United. Mr. Sircy joined the
Corporation in his current role in April 1994. Prior to that, he served as Vice
President and Chief Financial Officer of First Illinios Bancorp, Inc.,
Galesburg, Illinois, until January 1991. At that time, Mr. Sircy became Vice
President and Controller of Norwest Bank Iowa, N.A. in Des Moines, Iowa, until
August 1992, when he was named Senior Vice President and Chief Financial Officer
of that bank, a position he held until April 1994.
PHILIP M. BENSON, 49, Senior Vice President, Retail Banking and Marketing.
Mr. Benson joined the Corporation as Vice President of Marketing and Strategic
Planning in July 1995. Prior to that, he was the Executive Vice President and
Chief Operating Officer of Oak Tree Savings Bank, New Orleans, Louisiana until
November 1992, when he became the Chief Operating Officer of Clubhouse
Management Company, L.L.C., Edmond, Oklahoma, a retail golf store franchising
company. Mr. Benson assumed his current position in October 1996.
JOHN A. DOSS, 32, President and Chief Executive Officer, Pennyrile. Mr. Doss
served as Vice President of BMC from May 1992 until February 1995, when he
became Vice President-Lending at Pennyrile. He assumed his current role in July
1996. Pennyrile was acquired by the Corporation in November 1993.
R. EDWIN HAWORTH, 42, President and Chief Executive Officer, Graves. Mr.
Haworth served as Vice President of NationsBank -- Tennessee from June 1989
until December 1995, when he assumed his current role. Graves was acquired by
the Corporation in May 1994.
M. LEON JOHNSON, 56, President and Chief Executive Officer, FCC. Mr. Johnson
serves as a director of Citizens and FCC and has been associated with the
Corporation for 12 years, serving in his current role.
C. THOMAS MURRELL, III, 53, Executive Vice President and Chief Credit
Officer. Mr. Murrell joined the Corporation in November 1991 as Senior Vice
President and Chief Credit Officer of Citizens. Prior to that,
8
he served as Executive Vice President of the Corporate Banking Group at First
Security National Bank and Trust Company, Lexington, Kentucky. Mr. Murrell
assumed the role of Executive Vice President-Commercial and Consumer Banking,
Citizens in March 1994 and his current role in October 1996.
J. RUSSELL OGDEN, III, 49, Executive Vice President of Investments,
Citizens. Mr. Ogden served as Senior Vice President of Trust and Investments
until March 1994, when he became the Executive Vice President of Financial
Services at Citizens. In October 1996 he assumed his current position. He has
been associated with the Corporation for 15 years.
JOHN E. PECK, 32, President and Chief Executive Officer, United. Mr. Peck
served as a Vice President of BMC from May 1990 until September 1992, when he
assumed his current role. United was acquired by the Corporation in May 1994.
MICHAEL L. WOOLFOLK, 43, President and Chief Executive Officer, BMC. Mr.
Woolfolk was named Senior Vice President of BMC in December 1988, and became
Executive Vice President in November 1993. Mr. Woolfolk was elected Senior Vice
President of Operations and Technology of the Corporation in December 1994. He
assumed his current role in October 1995. BMC was acquired by the Corporation in
May 1994.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL AGREEMENTS
The Corporation has entered into Severance Protection Agreements dated June
28, 1995 ("Severance Agreements") with William J. Jones, President and Chief
Executive Officer, and John E. Sircy, Executive Vice President and Chief
Operating Officer, which provide for the payment of certain benefits to Mr.
Jones and Mr. Sircy upon the termination of their employment with the
Corporation within twenty-four (24) months following a change in control of the
Corporation.
Pursuant to the Severance Agreements, if, following a change in control of
the Corporation, as defined in the Severance Agreements, Mr. Jones' or Mr.
Sircy's employment is terminated by the Corporation for cause, disability or
death, or is voluntarily terminated by Mr. Jones or Mr. Sircy for other than
good reason, as defined in the Severance Agreements, they would be entitled to
all compensation earned or accrued through the termination date but not paid.
If, following a change in control, Mr. Jones' or Mr. Sircy's employment is
terminated for any other reason (including by Mr. Jones or Mr. Sircy for good
reason), each would be entitled to [i] all accrued compensation earned or
accrued through the termination date, [ii] a payment equal to two times annual
base salary, [iii] immediate vesting of all outstanding stock options, [iv]
benefits under all medical, hospitalization, vision and dental plans in which
each participates for a period of two years or until comparable coverage began
under any plan of a new employer, [v] an award under the Corporation's incentive
compensation plan equal to the amount which he would have received in the year
of termination prorated to the date of termination, [vi] reimbursement of
reasonable moving expenses, [vii] reasonable attorney fees and other expenses,
if any, incurred to enforce the provisions of the Severance Agreement, and
[viii] all benefits payable under the Corporation's retirement plans.
For purposes of the Severance Agreements, a change in control of the
Corporation generally includes: [i] the acquisition by any person of 20 percent
or more of the combined voting power of the Corporation's outstanding
securities; [ii] the members of the Board of Directors on June 28, 1995 (or such
other newly elected directors whose election was approved by at least two-thirds
of the Board) cease for any reason to constitute at least a majority of the
members of the Board; [iii] the Corporation's stockholders approve (subject to
certain exceptions) a merger, consolidation, reorganization or share exchange,
or approve an agreement for the sale of all or substantially all of the assets
of the Corporation.
Under the Severance Agreements, good reason is generally defined to include
certain [i] changes in duties, responsibilities, offices, base salary or
employee fringe benefits; [ii] a failure to provide employee
9
benefits or salary increases which are comparable to those provided to similarly
situated employees; [iii] a relocation of the executive's offices of more than
50 miles; [iv] the Corporation's failure to obtain the assumption of the
Severance Agreements by any successor to the Corporation, and [v] any
termination of employment which is not effected pursuant to the notice and other
provisions of the Severance Agreements.
Under the Corporation's 1993 Incentive Stock Option Plan ("1993 Plan"), and
1986 Stock Option Plan ("1986 Plan"), the exercise dates of all outstanding
options under the Corporation's stock option plans will accelerate so that each
option outstanding may be exercised upon the occurrence of a Change in Control
(as defined in the 1993 Plan) or a takeover or merger of the Corporation (for
purposes of the 1986 Plan). In addition, the shares subject to the Corporation's
stock option plans will be converted into (automatically in the 1993 Plan and at
the discretion of the Plan Committee under the 1986 Plan) and replaced by shares
of common stock or other equity securities having rights and preferences no less
favorable than common stock of the successor and the number of shares subject to
the options and the purchase price per share upon exercise of the options will
be correspondingly adjusted. Change in Control of the Corporation, for purposes
of the 1993 Plan, is generally defined to include (a) share exchange or merger
or consolidation of the Corporation or a significant subsidiary of the
Corporation (subject to certain exceptions); (b) any sale, lease, exchange,
transfer or other disposition of all or any substantial part of the assets of
the Corporation or a subsidiary of the Corporation followed by a liquidation of
the Corporation; (c) the commencement of any tender offer, exchange offer or
other purchase offer for,
and/or any agreement to purchase, as much as (or more than) 30 percent of the
outstanding common stock of the Corporation or a subsidiary of the Corporation;
or (d) the Board or the stockholders of the Corporation approve, adopt, agree to
recommend, or accept any agreement, contract, offer or other arrangement
providing for, or any series of transactions resulting in, any of the
transactions described above.
COMPENSATION COMMITTEE INTERLOCKS
AND PARTICIPATION
The Corporation does not have a compensation committee of the Board of
Directors. However, all compensation matters, including executive compensation,
are decided by the Executive Committee of the Corporation, except as set forth
below. The following directors served on the Executive Committee during 1996:
Irving P. Bright, Jr., Patrick J. Cvengros, Louis A. Haas, Joe Tom Haltom,
William J. Jones, David M. Paxton, and William A. Usher. Director Cvengros was,
until 1992, President and Chief Executive Officer of the Corporation. Mr. Jones,
President and Chief Executive Officer, did not participate in any discussion or
decisions regarding his own compensation.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Executive Committee of the Board of Directors (the "Committee")
determines annually the compensation to be paid to the Corporation's Chief
Executive Officer and other executive officers, including the executive officers
named in the Summary Compensation Table, except that the Stock Option Committee,
consisting of all members of the Committee, except Mr. Jones, made all decisions
about awards under the Corporation's stock option plans. This report discusses
the objectives and procedure used by the Committee to establish 1996
compensation for the Chief Executive Officer and the four other officers named
in the Summary Compensation Table. As required by rules of the Securities and
Exchange Commission, this report provides specific information regarding
compensation of the Corporation's President and Chief Executive Officer ("CEO")
and general information regarding compensation of the Corporation's executive
officers as a group. The Corporation's CEO and four other most highly
compensated executive officers are sometimes referred to as the "Named
Executives."
10
Section 162(m) of the Code limits to $1,000,000 in a taxable year the
deduction publicly held companies may claim for compensation paid to an
executive officer, unless certain requirements are met. The Corporation has
reviewed this provision and has determined that the Corporation is not affected
by Section 162(m) because no compensation paid to any officer currently
approaches or is expected to approach $1,000,000 in the near term. Accordingly,
no change to any of the compensation plans is contemplated at this time.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES
OF THE EXECUTIVE COMPENSATION PROGRAMS
The Corporation seeks to ensure that executive compensation is directly
linked to corporate performance and stockholder value, as well as comparable pay
practices in the industry. Each year, the Committee, in making compensation
decisions and recommendations, and the Board of Directors, in approving base
salaries, review the performance of the Corporation and compare such performance
to specified internal and external performance standards. The Committee has
developed the following compensation guidelines as the principles upon which
compensation decisions and recommendations are made:
- Provide variable compensation opportunities that are linked to the
financial performance of the Corporation and that align executive
compensation with the interest of stockholders.
- Provide incentives to increase corporate performance and stockholder
value.
- Establish executive officer base pay levels somewhat below the competitive
market, while providing incentive awards (from the annual and long-term
plans) above the market, provided that performance objectives are
achieved.
- Provide a competitive total compensation package that is "at risk" driven
and enables the Corporation to attract and retain key executives.
The Committee's executive officer compensation policies are structured to
reward contributions to the Corporation's performance and to enable it to
compete favorably with peer institutions in attracting and retaining highly
qualified individuals as executive officers. The Corporation generally defines
its peers as financial institutions of $1 to $2 billion in assets located in
non-metropolitan areas in the southeast and midwest regions of the United
States. The primary objective of the Committee's compensation policies is to pay
for performance. The Corporation's executive compensation strategy is to set
base pay at 90 percent of the competitive market with incentive opportunities
from annual and long term plans providing total direct compensation (base,
annual incentive and long-term incentive) at target performance higher than the
Corporation's peer organizations. As a result, a significant portion of each
executive officer's potential compensation for 1996 consisted of an incentive
component with a pay-out based on the Corporation's, Affiliate's or Division's
performance for the year and the executive officer's contribution to that
performance.
COMPENSATION PROGRAM COMPONENTS
AND EXECUTIVE OFFICER COMPENSATION
The compensation program for executive officers primarily consists of annual
compensation (comprised of base salary and annual performance-related
incentives) and long term compensation (consisting of stock options).
ANNUAL COMPENSATION
BASE SALARIES: Salary ranges were established based both on a study of peer
data and an assessment of the relative internal responsibilities of the
executive positions. Generally, the midpoint for each executive officer's salary
range was set at approximately 90% of the median of industry peers. Individual
base salaries for executive officers other than Mr. Jones are recommended by the
Corporation's Chief
11
Executive Officer and approved by the Committee. Mr. Jones' base salary is
determined by the Committee. Salaries are reviewed annually and adjusted
periodically, typically at 12 months intervals. A salary range for each
executive officer position is established using survey data. Adjustments are
based upon the relationship of the executive officer's current salary to the
range for the position and a subjective evaluation of overall company and
personal performance. Base salaries paid in 1996 to the Named Executives were
below the median of estimated base salaries of industry peer survey data
available. With respect to Mr. Jones, the Committee considered his current
salary compared to the established range and the performance of the Corporation
as well as his personal performance.
ANNUAL INCENTIVE COMPENSATION: At the beginning of the fiscal year the
Committee also set potential 1996 incentive award levels, payable in cash, at
threshold, target and maximum performance points for each executive officer
other than Mr. Johnson. Mr. Johnson, as President and Chief Executive Officer of
FCC, receives an incentive award of 2 percent of FCC's pre-tax net income. All
other executives are classified as Corporate, Affiliate or Division officers,
with each classification having a different set of performance measures.
Corporate executives, which would include Mr. Jones and Mr. Sircy, receive
payouts based upon the pre-tax net income and annual revenue growth of the
Corporation. Threshold performance in pre-tax net income must be achieved for
any awards to be made. Affiliate executives, which would include Mr. Murrell,
receive payouts based upon the pre-tax net income and annual revenue growth of
the affiliate with which they are associated. For Mr. Murrell, the affiliate was
Citizens in 1996. The Divisional incentive award, for which Mr. Ogden was
eligible in 1996, was based upon the pre-tax net income and total revenue of the
Financial Services business unit, consisting of trust and brokerage. The payout
percentage of Financial Services' pre-tax net income varies from 4 to 13.25
percent, depending on profitability level. Threshold performance must be
achieved for any awards to be made. Payout percentages vary by position, with
target payouts ranging from 35 to 50 percent of base compensation for Named
Executives. Of the Named Executives, Mr. Johnson, Mr. Murrell, and Mr. Ogden
received incentive awards in 1996.
LONG-TERM COMPENSATION
Long-term compensation is provided in the form of stock options granted and
is intended to increase management ownership of stock and to provide an
incentive for executive officers to improve long-term Corporate performance. All
options are granted at fair market value and are exercisable in accordance with
the terms of the Corporation's incentive stock option plans.
In fixing the grants of stock options to the individual executive officers,
other than the President and Chief Executive Officer ("CEO") and the Executive
Vice President and Chief Operating Officer ("COO"), the Committee reviewed with
the CEO his recommended individual awards, taking into account the respective
responsibilities and contributions of each of the executive officers. No awards
were made in 1996 to the CEO or COO because of the significant number of options
(120,000 and 70,000, respectively) granted to them in 1995.
1996 COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
In light of the Committee's stated executive philosophy and compensation
plans, the Committee made the following decisions for 1996 regarding the
compensation for Mr. Jones, the Corporation's President and Chief Executive
Officer:
- BASE SALARY Mr. Jones' base salary was increased effective January 1996
from $200,000 to $208,000, an increase of 4 percent. The amount of this
increase was based on the continued satisfactory performance of Mr. Jones
as evaluated by the Committee. The Committee believes that, as adjusted,
Mr. Jones' base salary remains lower than the median average salary paid
to CEOs by industry peers.
12
- ANNUAL INCENTIVE Although eligible, Mr. Jones did not receive any award
under the Company's annual incentive compensation program for 1996, as
discussed above under "Annual Incentive Compensation."
- LONG-TERM INCENTIVE The number of shares of stock and other awards
granted to the Chief Executive Officer under the Corporation's Stock
Option Plans are based on competitive practices. Administration is
consistent with the provisions of the plan as described above in
"Long-Term Compensation". In 1996, Mr. Jones received no additional
options.
SUMMARY
The Compensation Committee believes that base-pay levels and increases, and
performance-based incentive awards, are reasonable and competitive with the
compensation programs provided to officers and other executives by financial
services organizations of similar size and complexity to the Corporation. The
Committee believes further that the degree of performance sensitivity in the
annual incentive program continues to be reasonable, yielding awards that are
directly linked to the annual financial and operational results of the
Corporation. The Corporation's Long Term Incentives Stock Option Plans continue
to provide, in the view of the Committee, financial opportunities to
participants and retention features for the Corporation that are consistent with
the relative returns that are generated on behalf of the Corporation's
stockholders.
MEMBERS OF THE COMMITTEE:
Irving P. Bright, Jr.
Patrick J. Cvengros
Louis A. Haas
Joe Tom Haltom
William J. Jones
David M. Paxton
William A. Usher
13
COMPARATIVE STOCK PERFORMANCE
The Performance Graph set forth below compares the cumulative total
stockholder return on the Corporation's common stock for the last five fiscal
years with the cumulative total return of the NASDAQ Market Value Index ("Broad
Market Index"), and a peer group of 20 publicly traded bank holding companies in
non-metropolitan areas with assets between $1 and $2 billion located in the
southeast and midwest regions of the United States ("Peer Group Index"). The
cumulative total stockholder return computations set forth in the Performance
Graph assume the investment of $100 in the Corporation's common stock, the Broad
Market Index and the Peer Group Index on December 31, 1991 and the reinvestment
of all dividends. The 20 bank holding companies (in alphabetical order) and
their states that constitute the Peer Group Index are as follows: Brenton Banks
Inc., IA; Carolina First Corp., SC; City Holding Co., WV; F&M National Corp.,
VA; First Commerce Bancshares, NE; First Financial Corp., IN; First Source
Corp., IN; First United Bancshares, AR; Firstbank of Illinois Co., IL; Heritage
Financial Services., IL; Homeland Bankshares Corp., IA; Irwin Financial Corp.,
IN; Mid-America Bancorp, KY; Mississippi Valley Bancshares, MO; Park National
Corp., OH; Peoples First Corp., KY; Pikeville National Corp., KY; Trans
Financial Inc., KY; United Bankshares, Inc., WV; and Wesbanco Inc., WV.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN OF THE CORPORATION,
PEER GROUP AND BROAD MARKET INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
CBT CORPORATION PEER GROUP BROAD MARKET
1991 100 100 100
1992 175.06 157.51 100.98
1993 242.95 178.51 121.13
1994 272.58 181.64 127.17
1995 304.98 225.50 164.96
1996 374.33 269.62 204.98
1991 1992 1993 1994 1995 1996
----- --------- --------- --------- --------- ---------
CBT Corporation....................... 100 175.06 242.95 272.58 304.98 374.33
Peer Group............................ 100 157.51 178.51 181.64 225.50 269.62
Broad Market.......................... 100 100.98 121.13 127.17 164.96 204.98
14
TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Corporation are at present, as
in the past, customers of subsidiaries of the Corporation and have had and
expect to have business and banking transactions with such in the ordinary
course of business. In addition, some of the executive officers and directors of
the Corporation are at present, as in the past, also officers, directors or
principal stockholders of corporations which are customers of subsidiaries of
the Corporation and which had and expect to have business and banking
transactions with the Corporation in the ordinary course of business. All such
banking transactions were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of management of the Corporation and its subsidiaries, did not
involve more than normal risk of collectibility or present other unfavorable or
unusual features.
Mr. Harvey, a director of the Corporation, BMC and UCB, is a partner in the
law firm of Owen, Harvey, and Carter, Benton, Kentucky, which was retained by
BMC and UCB in the last fiscal year and is proposed to be retained in the
current fiscal year. In 1996, Mr. Harvey's law firm received payment of
approximately $60,000 for legal services rendered to BMC and UCB.
INDEPENDENT PUBLIC ACCOUNTANTS
For the fiscal year ending December 31, 1996, the accounting firm of Arthur
Andersen LLP served as the Corporation's independent public accountants and
auditors. The Board of Directors has approved the selection of Arthur Andersen
LLP to serve as the Corporation's independent public accountants and auditors
for the year ending December 31, 1997. A representative from the firm of Arthur
Andersen LLP is expected to be present at the annual meeting and will be
available to make a statement should he desire to do so, and respond to
questions of stockholders.
ANNUAL REPORT
UPON WRITTEN REQUEST, THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH
STOCKHOLDER, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K WHICH IS
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR
ENDED DECEMBER 31, 1996. ADDRESS ALL REQUESTS TO:
SECRETARY
CBT CORPORATION
P. O. BOX 2400
PADUCAH, KENTUCKY 42002-2400
15
STOCKHOLDERS' PROPOSALS AND OTHER MATTERS
Proposals by stockholders to be presented at the 1998 annual meeting of
stockholders must be received by the President of the Corporation at its
principal office no later than November 12, 1997 for inclusion in the proxy
statement and form of proxy relating to that meeting.
The Board of Directors of the Corporation does not know of any matters for
action by stockholders at the annual meeting other than the matter described in
the notice. However, the enclosed Proxy will confer discretionary authority with
respect to any other matters which may properly come before the meeting.
It is important that proxies be returned promptly. STOCKHOLDERS, WHETHER OR
NOT THEY EXPECT TO ATTEND IN PERSON, ARE REQUESTED TO RETURN THEIR PROXIES IN
ORDER THAT A QUORUM MAY BE ASSURED. Return may be made in the enclosed envelope,
to which no postage need be affixed.
By Order of the Board of Directors,
/s/ William J. Jones
William J. Jones
PRESIDENT AND CHIEF EXECUTIVE OFFICER
March 12, 1997
16
CBT CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned stockholder(s) of CBT Corporation hereby appoints Patrick
J. Cvengros and William J. Jones, or either of them, as Proxies with, full power
of substitution in and for each of them, and hereby authorizes them to represent
and to vote as designated below, all the shares of Common Stock of CBT
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on April 15, 1997, or any adjournments thereof.
The Directors recommend a vote FOR Proposal 1.
1. ELECTION OF DIRECTORS / / FOR ALL NOMINEES LISTED BELOW (Except as
otherwise indicted below.)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
Irving P. Bright, Jr., John L. Burman, Patrick J. Cvengros, William H. Dryer,
Louis A. Haas, Joe Tom Holton, Kerry B. Harvey, F. Donald Higdon, William J.
Jones, Ted S. Kinsey, Louis M. Michelson, Bill B. Morgan, David M. Paxton,
Robert P. Potter, Joseph A. Powell, William A. Usher
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEES'S NAMES IN THE LIST ABOVE)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
(continued, and to be signed on reverse side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDERS. UNLESS AUTHORITY TO VOTE FOR THE NOMINEES
LISTED ABOVE IS WITHHELD, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE
WITH THE DISCRETIONARY AUTHORITY DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
Please sign exactly as name appears below.
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 full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated:________________________________, 1997
____________________________________________
Signature
____________________________________________
Signature(if held jointly)
Please mark, sign, date, and promptly return
the proxy using the enclosed envelope.