WESTSTAR FINANCIAL SERVICES CORPORATION
79 Woodfin Place
Asheville, North Carolina 28801
(828) 252-1735
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
April 15, 2003
NOTICE is hereby given that the Annual Meeting of Shareholders of Weststar
Financial Services Corporation (the "Company") will be held as follows:
Place: Renaissance Asheville Hotel
Asheville, North Carolina
Date: April 15, 2003
Time: 3:00 p.m.
The purposes of the meeting are:
1. To elect four (4) members of the Board of Directors for three (3)
year terms and one (1) member of the Board of Directors for a two
(2) year term.
2. To ratify the appointment of Dixon Odom PLLC as the Company's
independent public accountants for 2003.
3. To transact any other business that may properly come before the
meeting.
You are cordially invited to attend the meeting in person. However, even if you
expect to attend the meeting, you are requested to complete, sign and date the
enclosed appointment of proxy and return it in the envelope provided for that
purpose to ensure that a quorum is present at the meeting. The giving of an
appointment of proxy will not affect your right to revoke it or to attend the
meeting and vote in person.
By Order of the Board of Directors
G. Gordon Greenwood
President and Chief Executive Officer
March 6, 2003
WESTSTAR FINANCIAL SERVICES CORPORATION
79 Woodfin Place
Asheville, North Carolina 28801
(828) 252-1735
PROXY STATEMENT
Mailing Date: On or about March 6, 2003
ANNUAL MEETING OF SHAREHOLDERS
To Be Held
April 15, 2003
General
This Proxy Statement is furnished in connection with the solicitation of
the enclosed appointment of proxy by the Board of Directors of Weststar
Financial Services Corporation (the "Company") for the 2003 Annual Meeting of
Shareholders of the Company (the "Annual Meeting") to be held at the Renaissance
Asheville Hotel, Asheville, North Carolina, at 3:00 p.m. on April 15, 2003, and
any adjournments thereof.
Solicitation and Voting of Appointments of Proxy; Revocation
Persons named in the appointment of proxy as proxies to represent
shareholders at the Annual Meeting are W. Edward Anderson, Randall C. Hall and
Darryl J. Hart. Shares represented by each appointment of proxy which is
properly executed and returned, and not revoked, will be voted in accordance
with the directions contained in the appointment of proxy. If no directions are
given, each such appointment of proxy will be voted FOR the election of each of
the five (5) nominees for director named in Proposal 1 below and FOR Proposal 2.
If, at or before the time of the Annual Meeting, any nominee named in Proposal 1
has become unavailable for any reason, the proxies will have the discretion to
vote for a substitute nominee. On such other matters as may come before the
meeting, the proxies will be authorized to vote shares represented by each
appointment of proxy in accordance with their best judgment on such matters. An
appointment of proxy may be revoked by the shareholder giving it at any time
before it is exercised by filing with Randall C. Hall, Secretary of the Company,
a written instrument revoking it or a duly executed appointment of proxy bearing
a later date, or by attending the Annual Meeting and announcing his or her
intention to vote in person.
Authorization to Vote on Adjournment and Other Matters
Unless the Secretary of the Company is instructed otherwise, by signing an
appointment of proxy, shareholders will be authorizing the proxyholders to vote
in their discretion regarding any procedural motions which may come before the
Annual Meeting. For example, this authority could be used to adjourn the Annual
Meeting if the Company believes it is desirable to do so.
Adjournment or other procedural matters could be used to obtain more time before
a vote is taken in order to solicit additional appointments of proxy or to
provide additional information to shareholders. However, appointments of proxy
voted against the Proposals will not be used to adjourn the Annual Meeting. The
Company does not have any plans to adjourn the meeting at this time, but intends
to do so, if needed, to promote shareholder interests.
Expenses of Solicitation
The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement and other proxy solicitation expenses. In addition to the use of
the mails, appointments of proxy may be solicited in person or by telephone,
without additional compensation, by the officers, directors and employees of the
Company and its wholly-owned subsidiary, The Bank of Asheville (the "Bank").
Record Date
The close of business on February 14, 2003, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of record
on that date will be eligible to vote on the Proposals described herein.
Voting Securities
The voting securities of the Company are the shares of its common stock,
par value $1.00 per share, of which 9,000,000 shares are authorized, and
preferred stock, no par value, of which 1,000,000 shares are authorized. At
December 31, 2002, there were 957,539 shares of common stock and no shares of
preferred stock outstanding. There are approximately 800 holders of record of
the Company's common stock.
Voting Procedures; Votes Required for Approval
Each shareholder is entitled to one vote for each share held of record on
the Record Date on each director to be elected and on each other matter
submitted for voting. In accordance with North Carolina law, shareholders will
not be entitled to vote cumulatively in the election of directors at the Annual
Meeting.
In the case of Proposal 1 below, the five (5) nominees receiving the
greatest number of votes shall be elected.
In the case of Proposal 2, for such Proposal to be approved, the number of
votes cast for approval must exceed the number of votes cast against the
Proposal. Abstentions and broker nonvotes will have no effect.
2
Ownership of Voting Securities
As of December 31, 2002, no shareholder known to management owned more
than 5% of the Company's common stock. As of December 31, 2002, the beneficial
ownership of the Company's common stock, by directors individually, and by
directors and executive officers as a group, was as follows:
AMOUNT AND
NAME AND ADDRESS OF NATURE OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP (1)(2) OF CLASS (3)
------------------- -------------------- ------------
W. Edward Anderson 39,284 4.10
Asheville, NC
M. David Cogburn, M.D. 23,978(4) 2.49
Asheville, NC
G. Gordon Greenwood 23,290 2.39
Asheville, NC
Patricia P. Grimes * *
Asheville, NC
Darryl J. Hart 13,844 1.44
Asheville, NC
Carol L. King 11,603(5) 1.20
Asheville, NC
Stephen L. Pignatiello 18,328(6) 1.90
Asheville, NC
Kent W. Salisbury, M.D. 31,149(7) 3.23
Asheville, NC
Laura A. Webb 12,548(8) 1.31
Asheville, NC
David N. Wilcox 17,597 1.82
Asheville, NC
All Directors and Executive Officers as a
Group (11 persons) 202,595 19.71
* Recently appointed to fill vacancy.
3
(1) Except as otherwise noted, to the best knowledge of the Company's
management, the above individuals and group exercise sole voting and investment
power with respect to all shares shown as beneficially owned other than the
following shares as to which such powers are shared: Dr. Cogburn - 376 shares;
Dr. Salisbury - 1,331 shares; and Ms. Webb - 1,089 shares.
(2) Included in the beneficial ownership tabulations are the following
options to purchase shares of common stock of the Company: Mr. Anderson - 6,889
shares; Dr. Cogburn - 3,709 shares; Mr. Greenwood - 14,520 shares; Mr. Hart -
6,889 shares; Ms. King - 6,889 shares; Mr. Pignatiello - 6,889 shares; Dr.
Salisbury - 6,889 shares; Ms. Webb - 3,709 shares; and Mr. Wilcox - 6,889
shares.
(3) The calculation of the percentage of class beneficially owned by each
individual and the group is based on a total of 957,539 shares of common stock
outstanding as of December 31, 2002 and the number of options capable of being
exercised by each person or the group before March 1, 2003.
(4) Includes 376 shares owned by Dr. Cogburn's spouse and as custodian for
minor children.
(5) Includes 121 shares held by Ms. King as custodian for a minor child.
(6) Includes 6,742 shares held by Mr. Pignatiello as custodian for minor
children.
(7) Includes 1,331 shares the voting power of which is directed by Dr.
Salisbury and 1,331 shares owned by Dr. Salisbury's spouse.
(8) Includes 1,089 shares owned by Ms. Webb's spouse.
Reports of Changes in Beneficial Ownership
Directors and executive officers of the Company are required by federal
law to file reports with the Securities and Exchange Commission regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. To the knowledge of the management of the Company based upon information
supplied to the Company by the directors and executive officers, all required
reports of directors and executive officers of the Company have been timely
filed.
4
PROPOSAL 1: ELECTION OF DIRECTORS
The Bylaws of the Company provide that its Board of Directors shall
consist of between eight (8) and twelve (12) members, as determined by the Board
of Directors or the shareholders, and, if there are nine (9) or more directors,
that they shall be classified into three groups with staggered terms of three
(3) years in as equal numbers as possible. The Board of Directors has set the
number of directors of the Company at ten (10). The following directors whose
terms expire at the Annual Meeting have been renominated to three-year terms:
Position(s) Director Principal Occupation
Name and Age Held Since and Business Experience During Past Five Years
- ------------- ---- ----- ----------------------------------------------
M. David Cogburn, M.D. Director 1999 President, Carolina Mountain Dermatology, P.A., Arden, NC (47)
Stephen L. Pignatiello Director 1997 President, P. Comms International, LLC, Asheville, NC
(43) (Wine importer)
Kent W. Salisbury, M.D. Director 1997 Partner, Asheville Cardiology Associates, P.A., Asheville,
(59) NC
Laura A. Webb Director 1999 President, Webb Investment Services, Inc., Asheville, NC,
(43) Vice President, R. Stanford Webb Agency, Asheville, NC
The following director was appointed to fill the remaining term of a deceased
director. Pursuant to North Carolina law, her term expires at the Annual
Meeting. She has been renominated to a two-year term.
Position(s) Director Principal Occupation
Name and Age Held Since and Business Experience During Past Five Years
- ------------- ---- ----- ----------------------------------------------
Patricia P. Grimes Director 2003 General Manager, Harry's Cadillac Pontiac GMC, Asheville,
(50) NC, 1996-Present; Instructor, Asheville-Buncombe Technical
College, 1978-1996
Incumbent Directors
The Company's Board of Directors includes the following directors whose
terms will continue after the Annual Meeting. The five (5) nominees and the
incumbent directors also serve as directors of the Bank:
Director Term Principal Occupation
Name and Age Since Expires and Business Experience During Past Five Years
- ------------ ----- ------- ----------------------------------------------
W. Edward Anderson 1997 2004 Director, Hasco Mold Bases, Asheville, NC
(63)
G. Gordon Greenwood 2000 2004 President and Chief Executive Officer of the Company and of
(56) the Bank, January, 2000-Present; Regional Market Manager, RBC
Centura Bank, Asheville 1996-2000.
Darryl J. Hart 1997 2004 Vice President and General Manager, Hart Funeral Services,
(41) Inc., Asheville, NC
5
Carol L. King 1997 2005 CPA and President, Carol L. King & Associates, P.A.,
(57) Asheville, NC
David N. Wilcox 1997 2005 Vice President, Wilcox Travel Agency, Inc., Asheville, NC
(42)
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
FIVE NOMINEES FOR DIRECTOR OF THE COMPANY FOR THE TERMS INDICATED.
Director Relationships
No family relationships exist on the Board of Directors. No director is a
director of any corporation with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") or
subject to the requirements of Section 15(d) of the Exchange Act, or any company
registered as an investment company under the Investment Company Act of 1940.
Meetings and Committees of the Board of Directors
The Company's Board of Directors held twelve (12) regular meetings in
2002. All directors attended 75% or more of the aggregate number of meetings of
the Board of Directors and any committees on which he or she served, except for
Ms. Webb whose absences were due to family medical reasons. The Board of
Directors intends to meet monthly in 2003. The Board of Directors has appointed
several standing committees including an Audit Committee, Compensation/
Nominating Committee and Executive Committee. Those committees will also meet on
a regular basis. The composition of each committee is as follows:
Compensation/Nominating
Audit Committee Committee Executive Committee
--------------- --------- -------------------
W. Edward Anderson W. Edward Anderson W. Edward Anderson
M. David Cogburn, M.D. G. Gordon Greenwood G. Gordon Greenwood
Darryl J. Hart Carol L. King Carol L. King
Carol L. King Kent W. Salisbury, M.D. Kent W. Salisbury, M.D.
David N. Wilcox David N. Wilcox
Report of Audit Committee
The Audit Committee is responsible for receiving and reviewing the annual
audit report of the Company's independent auditors and reports of examinations
by bank regulatory agencies, and helps formulate, implement, and review the
internal audit programs of the Company and the Bank. The Audit Committee
assesses the performance and independence of the Company's independent auditors
and recommends their appointment and retention for ratification by the
shareholders.
6
During the course of its examination of the Company's audit process in
2002, the Audit Committee reviewed and discussed the audited financial
statements with management. The Audit Committee also discussed with the
independent auditors, Dixon Odom PLLC ("Dixon Odom"), all matters required to be
discussed by the Statement of Auditing Standards No. 61, as amended.
Furthermore, the Audit Committee received from Dixon Odom disclosures regarding
their independence required by the Independence Standards Board Standard No. 1,
as amended and discussed with Dixon Odom their independence.
Based on the review and discussions above, the Audit Committee (i)
recommended to the Board that the audited financial statements be included in
the Company's annual report on Form 10-KSB for the year ended December 31, 2002
for filing with the SEC and (ii) recommended that shareholders ratify the
appointment of Dixon Odom PLLC as auditors for 2003.
The Audit Committee has a written charter, which is reviewed by the
Committee for adequacy on an annual basis.
The Company is not the member of any exchange. However, the Audit
Committee members are "independent" as defined by the Nasdaq listing standards.
The Audit Committee has considered whether Dixon Odom's provision of the
information technology services and other non-audit services to the Company is
compatible with maintaining independence of Dixon Odom. The Audit Committee has
determined that the provision of any such services is compatible with
maintaining the independence of Dixon Odom.
Audit Fees
The aggregate fees billed by Dixon Odom PLLC for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended December 31, 2002 and for the review of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB for the
fiscal year ended December 31, 2002 were $28,260.
Financial Information Systems Design and Implementation Fees
There were no professional services rendered by Dixon Odom PLLC for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2002.
All Other Fees
The aggregate fees and expenses billed by Dixon Odom PLLC for services
rendered to the Company, other than the services described above under "Audit
Fees" for the fiscal year ended December 31, 2002 were $3,000. This amount
includes fees for tax compliance and planning.
7
This report is submitted by the Audit Committee, the members of which are
listed above.
Director Compensation
Directors received compensation of $100 for every meeting attended during
the fiscal year ended December 31, 2002.
The shareholders of the Company ratified the Weststar Financial Services
Corporation 2001 Nonqualified Stock Option Plan (the "Nonqualified Option Plan")
at the 2001 Annual Meeting of shareholders pursuant to which options on 70,070
shares of the Company's common stock were made available for issuance to members
of the Company's Board of Directors. During 2001, options to purchase 69,300
shares of the Company's common stock were granted under the Nonqualified Option
Plan, all of which remain outstanding. No options were granted under the
Nonqualified Option Plan in 2002.
Executive Officers
Set forth below is certain information regarding the Company's executive
officers.
Position with
Name Age Company Business Experience
- ---- --- ------- -------------------
G. Gordon Greenwood 56 Director, President President and Chief Executive Officer of the Company and the Bank;
and Chief Executive Regional Market Manager, RBC Centura Bank, Asheville, 1996-2000.
Officer
Randall C. Hall 37 Executive Vice Executive Vice President, Secretary, and Chief Financial Officer of
President, Secretary, the Company and the Bank, 1997- Present; Vice President, Secretary
and Chief Financial and Chief Financial Officer of Bank of Granite Corp and Bank of
Officer Granite, 1988-1997.
Board Report on Executive Compensation
The Bank has entered into an employment and change of control agreement
with G. Gordon Greenwood (dated February 9, 2000) as its President and Chief
Executive Officer to establish his duties and compensation and to provide for
his continued employment with the Bank. The employment agreement provides for an
initial term of five (5) years with renewal at the end of the third year and on
each anniversary thereafter for an additional one-year term provided there is an
affirmative decision to renew by the Board of Directors. The employment
agreement provides for an annual base salary of $125,000, and for participation
in other pension and profit-sharing retirement plans maintained by the Bank on
behalf of its employees, as well as fringe benefits normally associated with Mr.
Greenwood's position or made available to all other employees. Additionally, at
the sooner to occur of (i) a "change in control" of the Bank, or (ii) the end of
the initial five-year term, Mr. Greenwood is to receive a 10-year annuity of
$40,000 per year. The employment agreement provides that Mr. Greenwood may be
terminated for "cause" as defined in the employment agreement, and that the
employment agreement may otherwise be terminated, in
8
some cases with certain financial consequences incurred by the Bank or Mr.
Greenwood. The employment agreement provides that should the Bank terminate the
employment agreement other than for cause or disability within 24 months after a
"change in control," or should Mr. Greenwood terminate the agreement within such
24 months during which his compensation or responsibilities have been reduced,
or his workplace location is moved outside of Asheville, North Carolina, then he
shall receive a lump sum equal to two hundred ninety-nine percent (299%) of his
"base amount" as determined by Section 280G of the Internal Revenue Code of
1986. A "change in control" shall be deemed to have occurred upon (i) any person
becoming the beneficial owner or otherwise acquiring control, directly or
indirectly, of securities of the Bank representing thirty-five percent (35%) or
more of the voting power of the Bank's now outstanding securities; (ii) the
acquisition by any Person in any manner of the ability to elect, or to control
the election of, a majority of the directors of the Bank; (iii) the merger of
the Bank into another entity or the merger of any entity into the Bank without
the Bank being the survivor; or (iv) the acquisition of substantially all of the
assets of the Bank by another corporation.
SUMMARY COMPENSATION TABLE
Annual Compensation Other Compensation
Annual Compensation Other Compensation
------------------- ------------------
All
Other
Compen-
Name and Year(1) Salary Bonus Options (2) sation(3)
Principal Position ------- ------ ----- ----------- ---------
- ------------------
G. Gordon Greenwood, 2002 $135,694 $17,850 -0- $6,376
President and Chief Executive 2001 126,021 13,000 36,300 7,149
Officer 2000 112,050 -0- -0- 1,708
Randall C. Hall 2002 $88,962 $8,300 -0- $5,446
Executive Vice President and 2001 81,392 11,000 19,360 6,219
Secretary 2000 74,896 5,000 -0- 2,136
(1) Mr. Greenwood became employed by the Bank in February, 2000.
(2) Adjusted for stock dividends.
(3) Includes taxable benefit on group term insurance and 401(k)
contributions.
Stock Options
At the Company's 2001 Annual Meeting, the shareholders approved the
adoption of the Weststar Financial Services Corporation 2001 Incentive Stock
Option Plan, which provides for the issuance of up to 70,070 options to purchase
shares of the Company's common stock. There were no grants of Incentive Stock
Options during the fiscal year ended December 31, 2002.
The following table sets forth information regarding option exercises and
option values as of the end of the fiscal year ended December 31, 2002.
9
Aggregated Option Exercises in Fiscal Year 2002
And Fiscal Year End Option Values
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options at December 31, Options at December 31,
Name on Exercise Realized 2002 (1) 2002 (1)
---- ----------- -------- ---------------------------- -----------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
---------------------------- -----------------------------
G. Gordon Greenwood -0- -0- 14,520 / 21,780 $159,575 / $239,362
Randall C. Hall 880 $6,212 6,864 / 11,616 $75,435 / $127,660
(1) Adjusted for stock dividends.
The Company's stock price on December 31, 2002 was $10.99 per share.
401(k) Savings Plan
The Company has no employees who are not also employees of the Bank.
Hence, the 401(k) Savings Plan of the Bank covers all employees of the Company.
In 1998, the Bank adopted a tax-qualified savings plan (the "Savings Plan")
which covers all current full-time employees and any new full-time employees who
have completed 1,000 hours of service for the employer. Under the savings plan,
a participating employee may contribute up to 15% of his or her base salary on a
tax-deferred basis through salary reduction as permitted under Section 401(k) of
the Internal Revenue Code of 1986 (the "Code"), as amended. The employer may
make additional discretionary profit sharing contributions to the savings plan
on behalf of all participants. Such discretionary profit sharing contributions
may not exceed 6% of the aggregate of the pre-tax base salaries of all
participants in the savings plan and are allocated among all participants on the
basis of the participant's age and level of compensation. Amounts deferred above
the first 6% of salary are not matched by the employer. A participant's
contributions and the employer's matching and profit sharing contributions under
the savings plan will be held in trust accounts for the benefit of participants.
A participant is at all times 100% vested with respect to his or her own
contributions under the savings plan, and becomes 100% vested in the account for
the employer's matching and profit sharing contributions after completing five
years of service with the employer. The value of a participant's accounts under
the savings plan becomes payable to him or her in full upon retirement, total or
permanent disability or termination of employment for any reason, or becomes
payable to a designated beneficiary upon a participant's death. The savings plan
also will contain provisions or withdrawals in the event of certain hardships. A
participant's contributions, vested matching and profit sharing contributions of
the employer, and any income accrued on such contributions, are not subject to
federal or state taxes until such time as they are withdrawn by the participant.
Indebtedness of and Transactions with Management
10
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with certain of its current directors,
nominees for director, executive officers and their associates. All loans
included in such transactions were made on substantially the same terms,
including interest rates, repayment terms and collateral, as those prevailing at
the time such loans were made for comparable transactions with other persons,
and do not involve more than the normal risk of collectibility or present other
unfavorable features.
Loans made by the Bank to directors and executive officers are subject to
the requirements of Regulation O of the Board of Governors of the Federal
Reserve System. Regulation O requires, among other things, prior approval of the
Board of Directors with any "interested director" not participating, dollar
limitations on amounts of certain loans and prohibits any favorable treatment
being extended to any director or executive officer in any of the Bank's lending
matters. To the best knowledge of the management of the Company and the Bank,
Regulation O has been complied with in its entirety.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has appointed the firm of
Dixon Odom PLLC as the Company's independent public accountants for 2003. A
representative of Dixon Odom PLLC is expected to be present at the Annual
Meeting and available to respond to appropriate questions, and will have the
opportunity to make a statement if he desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF Dixon Odom PLLC AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR 2003.
OTHER MATTERS
The Board of Directors knows of no other business that will be brought
before the Annual Meeting. Should other matters properly come before the
meeting, the proxies will be authorized to vote shares represented by each
appointment of proxy in accordance with their best judgment on such matters.
PROPOSALS FOR 2004 ANNUAL MEETING
It is anticipated that the 2004 Annual Meeting will be held on a date
during April 2004. Any Proposal of a shareholder which is intended to be
presented at the 2004 Annual Meeting must be received by the Company at its main
office in Asheville, North Carolina no later than November 15, 2003, in order
that any such Proposal be timely received for inclusion in the proxy statement
and appointment of proxy to be issued in connection with that meeting. If a
Proposal for the 2004 Annual Meeting is not expected to be included in the proxy
statement for that meeting, the Proposal must be received by the Company by
February 15, 2004 for it to be timely received for
11
consideration. The Company will use its discretionary authority for any
Proposals received thereafter.
12
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE
WESTSTAR FINANCIAL SERVICES CORPORATION
79 Woodfin Place, Asheville, North Carolina 28801
APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints W. Edward Anderson, Randall C. Hall, and Darryl
J. Hart (the "Proxies"), or any of them, as attorneys and proxies, with full
power of substitution, to vote all shares of the common stock of Weststar
Financial Services Corporation (the "Company") held of record by the undersigned
on February 14, 2003, at the Annual Meeting of Shareholders of the Company to be
held at Renaissance Asheville Hotel, Asheville, North Carolina, at 3:00 p.m. on
April 15, 2003, and at any adjournments thereof. The undersigned hereby directs
that the shares represented by this Appointment of Proxy be voted as follows on
the proposals listed below:
1. ELECTION OF DIRECTORS: Proposal to elect five (5) directors of the Company
for two and three-year terms as indicated below or until their successors are
duly elected and qualified.
With- For All
For hold Except
Nominees: Three-Year Terms [ ] [ ] [ ]
M. David Cogburn, M.D.
Stephen L. Pignatiello
Kent W. Salisbury, M.D.
Laura A. Webb
Nominee: Two-Year Term
Patricia P. Grimes
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to ratify the
appointment of Dixon Odon PLLC as the Company's independent accountants for
2003.
For Against Abstain
[ ] [ ] [ ]
3. OTHER BUSINESS: On such other matters as may properly come before the Annual
Meeting, the proxies are authorized to vote the shares represented by this
Appointment of Proxy in accordance with their best judgment.
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS DIRECTED
ABOVE. IN THE ABSENCE OF ANY DIRECTION, SUCH SHARES WILL BE VOTED FOR THE
ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1 BY CASTING AN EQUAL NUMBER
OF VOTES FOR EACH SUCH NOMINEE, AND FOR PROPOSAL 2. IF, AT OR BEFORE THE TIME OF
THE MEETING, ANY NOMINEE LISTED IN PROPOSAL 1 HAS BECOME UNAVAILABLE FOR ANY
REASON, THE PROXIES ARE AUTHORIZED TO VOTE FOR A SUBSTITUTE NOMINEE. THIS
APPOINTMENT OF PROXY MAY BE REVOKED BY THE HOLDER OF THE SHARES TO WHICH IT
RELATES AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN INSTRUMENT REVOKING IT OR A DULY EXECUTED APPOINTMENT OF PROXY
BEARING A LATER DATE OR BY ATTENDING THE ANNUAL MEETING AND ANNOUNCING HIS OR
HER INTENTION TO VOTE IN PERSON.
WESTSTAR FINANCIAL SERVICES CORPORATION
PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY AND RETURN TO WESTSTAR FINANCIAL
SERVICES CORPORATION.
---------------------------------------
Date
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Shareholder sign above
---------------------------------------
Co-holder(if any)above
Instruction: Please sign above exactly as your name appears on this appointment
of proxy. Joint owners of shares should both sign. Fiduciaries or other persons
signing in a representative capacity should indicate the capacity in which they
are signing.
IMPORTANT: TO INSURE THAT A QUORUM IS PRESENT, PLEASE SEND IN YOUR APPOINTMENT
OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. EVEN IF YOU SEND
IN YOUR APPOINTMENT OF PROXY YOU WILL BE ABLE TO VOTE IN PERSON AT THE MEETING
IF YOU SO DESIRE.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN
THIS PROXY CARD IN THE ENCLOSED ENVELOPE
If your address has changed, please correct the address in the space provided
below and return this portion with the proxy in the envelope provided.
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