Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ALBION BANC CORP.
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(Name of Registrant as Specified in Its Charter)
ALBION BANC CORP.
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(Name of Person(s) Filing Proxy Statement)
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:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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[ ] 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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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March 25, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Albion Banc Corp. to be held at the Tillman's Village Inn located at Routes 98
and 104, Albion, New York, on Wednesday, April 16, 1997, at 10:00. a.m.,
Eastern Time.
The attached Notice of the Annual Meeting and Proxy Statement describes
the formal business to be transacted at the meeting. During the meeting, we
will also report on the operations of the Corporation. Directors and Officers
of the Corporation, as well as a representative of Price Waterhouse LLP, the
Corporation's independent auditors, will be present to respond to any
appropriate questions stockholders may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card in the enclosed
postage-prepaid envelope as soon as possible even if you currently plan to
attend the meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/Jeffrey s. Rheinwald
-------------------------------------
Jeffrey S. Rheinwald
President and Chief Executive Officer
ALBION BANC CORP.
48 NORTH MAIN STREET
ALBION, NEW YORK 14411
(716) 589-5501
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
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NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders
("Meeting") of Albion Banc Corp. ("Corporation") will be held at the Tillman's
Village Inn located at Routes 98 and 104, Albion, New York, on Wednesday,
April 16, 1997, at 10:00. a.m., Eastern Time. The Corporation is the holding
company for Albion Federal Savings and Loan Association ("Association").
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Corporation; and
2. Such other matters as may properly come before the
Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Pursuant to the Corporation's
Bylaws, the Board of Directors has fixed the close of business on March 1,
1997 as the record date for the determination of the stockholders entitled to
vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of Proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The Proxy will not be used if you attend the Meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/MARIE A. RICE
----------------
MARIE A. RICE
SECRETARY
Albion, New York
March 25, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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PROXY STATEMENT
OF
ALBION BANC CORP.
48 NORTH MAIN STREET
ALBION, NEW YORK 14411
(716) 589-5501
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Albion Banc Corp. ("Corporation") to be
used at the Annual Meeting of Stockholders of the Corporation ("Meeting").
The Meeting will be held at the Tillman's Village Inn located at Routes 98 and
104, Albion, New York, on Wednesday, April 16, 1997, at 10:00. a.m., Eastern
Time. The accompanying Notice of Meeting and this Proxy Statement are being
first mailed to stockholders on or about March 25, 1997.
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REVOCATION OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the
Corporation at 48 North Main Street, Albion, New York 14411, or the filing of
a later proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the
Corporation will be voted in accordance with the directions given therein.
Where no instructions are indicated, proxies will be voted for the nominees
for directors set forth below.
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VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
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Stockholders of record as of the close of business on March 1, 1997, are
entitled to one vote for each share of common stock of the Corporation
("Common Stock") then held. Stockholders are not permitted to cumulate their
votes for the election of directors. As of March 1, 1997, the Corporation had
263,086 shares of Common Stock issued and 250,051 shares of Common Stock
outstanding.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Meeting. The two directors to be elected at the
Meeting will be elected by a plurality of the votes cast by the stockholders
present in person or by proxy and entitled to vote. With regard to the
election of directors, votes may be cast for or withheld from each nominee.
Votes that are withheld will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast. Abstentions
may be specified on all proposals submitted to a stockholder vote other than
the election of directors. Abstentions will be counted as present for
purposes of determining the existence of a quorum regarding the proposal on
which the abstention is noted. Broker non-votes will be counted for purposes
of determining the existence of a quorum, but will not be counted for
determining the number of votes cast with respect to a proposal and,
accordingly, will have no effect on the outcome of such proposal.
If a stockholder is a participant in the Albion Federal Savings and Loan
Association Employee Stock Ownership Plan (the "ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the
manner in which shares of Common Stock allocated to the participant's plan
account are to be voted. Unallocated shares of Common Stock held by the ESOP
will be voted by the trustees as directed by the ESOP administrative
committee.
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports disclosing such ownership pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based
upon such reports the following table sets forth, as of March 1, 1997, certain
information as to those persons who were beneficial owners of more than 5% of
the outstanding shares of Common Stock and as to the shares of Common Stock
beneficially owned by all officers and directors of the Corporation as a
group. Management knows of no persons other than those set forth below who
owned more than 5% of the outstanding shares of Common Stock at March 1, 1997.
Amount of Nature Percent of
of Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
- ---------------- ---------------- -------------
Beneficial Owners of More Than 5%
Albion Federal Savings and Loan Association 18,249 7.3%
Employee Stock Ownership Plan Trust
James H. Keeler 14,324(2) 5.7
13517 West Lee Road
Albion, New York 14411
Harold P. Kludt 13,023(3) 5.2
1155 Center Road
Kendall, New York 14476
Directors
James H. Keeler 14,324 5.7
Chriss M. Andrews 6,688 2.7
Robert R. Brown II 5,006 2.0
Dolores L. Giarrizzo 1,330 0.5
Harold P. Kludt 13,023 5.2
Richard A. Pilon 5,306 2.1
Named Executive Officer (4)
Jeffrey S. Rheinwald, President and Chief 9,079 3.6
Executive Officer
All Officers and Directors as a 61,319 24.5
Group (11 persons)
(footnotes on following page)
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____________________
(1) Pursuant to Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares
of the Corporation's Common Stock if he or she has voting and/or
investment power with respect to such security or has a right to
acquire, through the exercise of outstanding options or otherwise,
beneficial ownership at any time within 60 days from March 1, 1996.
The table includes shares owned by spouses, other immediate family
members in trust, shares held in retirement accounts or funds for
the benefit of the named individuals, and other forms of ownership,
over which shares the named persons possess voting and/or investment
power.
(2) This information is based on records maintained by the Corporation
and information from a Schedule 13D filed with the Securities and
Exchange Commission ("SEC") in March 1994.
(3) This information is based on records maintained by the Corporation
and information from a Schedule 13D filed with the SEC in March
1994.
(4) Under SEC regulation, the term "named executive officer" is defined
to include the chief executive officer, regardless of compensation
level, and the four most highly compensated executive officers,
other than the chief executive officer, whose total annual salary
and bonus for the last completed fiscal year exceeded $100,000.
Jeffrey S. Rheinwald was the Corporation's only "named executive
officer" for the fiscal year ended December 31, 1996.
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SUPERVISORY AGREEMENT
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On July 19, 1995, the Association entered into a Supervisory Agreement
with the Office of Thrift Supervision (the "OTS"), its primary federal
regulator in connection with the Association's OTS examination. The agreement
requires the Association to develop policies and procedures primarily relating
to its internal operations. The Association has taken steps to develop and
implement the policies and procedures required by the Supervisory Agreement
and now believes that it is in substantial compliance with the terms of the
Supervisory Agreement. The Supervisory Agreement will remain in effect until
it is terminated by the OTS.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Corporation's Board of Directors consists of six members. The
Corporation's Bylaws provide that directors are elected for terms of three
years, one-third of whom are elected annually. Two directors will be elected
at the Meeting to serve for a three year period, or until their respective
successors have been elected and qualified. The Nominating Committee has
nominated for election as directors Dolores L. Giarrizzo and Chriss M.
Andrews. The nominees are current members of the Boards of Directors of the
Corporation and the Association. Each director of the Corporation is also a
director of the Association.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the Board of Directors may amend the Bylaws and
reduce the size of the Board. At this time, the Board knows of no reason why
any nominee might be unavailable to serve.
The following table sets forth as to each nominee and director continuing
in office, his name, age, the year he or she first became a director, and the
number of shares of Common Stock beneficially owned at March 1, 1997. Unless
otherwise indicated, the principal occupation listed for each person below has
been his or her occupation for the past five years.
-3-
Year First
Principal Occupations Elected Term to
Name Age(1) During Last Five Years Director(2) Expire
- ---- ------ ---------------------- ----------- -------
BOARD NOMINEES
Dolores L. Giarrizzo 60 Currently employed by the 1978 2000(3)
Orleans County Probation
Department. Retired October
1994 from Agway, Inc., a retail
farm supply business.
Chriss M. Andrews 43 Owner and President of Barclay & 1993 2000(3)
Fowler Oil Corp., a wholesale and
retail petroleum distributor.
DIRECTORS CONTINUING IN OFFICE
Richard A. Pilon 57 Vice Chairman of the Board of 1981 1998
the Corporation and the Associa-
tion. President, Treasurer and
a majority stockholder of Dale's
Plaza, Inc. and Secretary and
Treasurer of Dale & Son Super
Market, Inc. (DBA Jubilee Food).
Robert R. Brown II 41 Self-employed and Vice President 1989 1998
of Orchard Dale Fruit Farms, Inc.,
a fruit farm, that operates Brown's
Berry Patch, a retail farm market.
James H. Keeler 63 Chairman of the Board and Director 1983 1999
of the Corporation and the
Association. President, Chief
Executive Officer and majority
shareholder of Keeler Construction
Co., Inc., a highway and heavy
construction company.
Harold P. Kludt 62 Partner and part owner of Kludt 1990 1999
Bros., Inc., a farming business.
- ----------------
(1) At December 31, 1996.
(2) Includes prior service on the Board of Directors of the Association.
(3) Assuming re-election at the Meeting.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Corporation and Association conduct their
business through meetings and committees of the Boards. During the fiscal year
ended December 31, 1996, the Board of Directors of the Corporation held 14
meetings and the Board of Directors of Albion Federal held 41 meetings. No
director of the
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Corporation or Albion Federal attended fewer than 75% of the total meetings of
the Boards and committee meetings on which such Board member served during
this period.
The Board of Directors of the Association has standing Audit, Executive,
Personnel, and Nominating committees, among others.
The Audit Committee consists of the entire Board of Directors. This
Committee reviews the Association's independent audit report and meets with
the Association's auditors and recommends to the Board the engagement or
retention of the Association's auditors, adoption of accounting methods and
procedures and other related matters. This Committee meets as needed and met
four times during fiscal 1996.
The Executive Committee consists of Directors Keeler, Pilon and Brown and
President Rheinwald. All actions by the Executive Committee are binding by
the full Board of Directors. This Committee meets on an as needed basis and
met three times during fiscal 1996.
The Personnel Committee consists of Directors Keeler, Kludt and
Giarrizzo. The Committee reviews all employee salaries, their fringe benefits
and President Rheinwald's compensation package. The Committee makes
recommendations to the Board of Directors on compensation policies, bonuses,
benefits and President Rheinwald's compensation. The Committee meets annually
or as needed and met once in 1996.
Article II, Section 14 of the Corporation's Bylaws provides that the
Board of Directors of the Corporation shall act as a nominating committee for
selecting the management nominees for election as directors. Such section of
the Bylaws also provides as follows: "No nominations for directors except
those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in writing and
delivered to the Secretary of the Corporation in accordance with the
provisions of the Corporation's Certificate of Incorporation." Article II,
Section 15 further provides that any new business to be taken up at the annual
meeting shall be stated in writing and filed with the Secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation. Article X of the Certificate of Incorporation provides that
notice of a stockholder's intent to make a nomination or present new business
at the meeting ("stockholder notice") must be given not less than 30 days nor
more than 60 days prior to any such meeting; provided, however, that if less
than 31 days' notice of the meeting is given to stockholders by the
Corporation, a stockholder's notice shall be delivered or mailed, as
prescribed, to the Secretary of the Corporation not later than the close of
the tenth day following the day on which notice of the meeting was mailed to
stockholders. If properly made, such nominations shall be considered by
stockholders at such meeting. The Board of Directors of the Corporation met
once in its capacity as the nominating committee during the fiscal year ended
December 31, 1996.
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DIRECTORS' COMPENSATION
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Members of the Board of Directors of the Association receive a fee of
$300 per Board meeting; $100 for committee meetings; $50 per Loan Committee
meeting; and $300 for all-day conferences; plus one-half increments for
conferences which exceed eight hours. Additionally, the Chairman of the Board
receives $2,000 per year in addition to his director and committee fees. No
separate compensation is paid for service as a member of the Corporation's
Board of Directors. Total fees paid to directors during the fiscal year ended
December 31, 1996 were $29,100.
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is furnished for the Chief Executive Officer of
the Corporation. No other executive officer of the Corporation or the
Association received salary and bonus in excess of $100,000 during the year
ended December 31, 1996.
Annual Compensation(1)
-----------------------------------
Other
Annual All
Name and Compensa- Other Compen-
Position Year Salary($) Bonus($)(2) sation($)(3) sation($)(4)
- -------- ---- --------- ----------- ------------ -------------
Jeffrey S. Rheinwald 1996 $ 70,000 $ 1,899 -- $10,764
President and Chief 1995 70,261 -- -- 10,573
Executive Officer 1994 70,000 13,456 -- 12,651
- --------------
(1) All compensation, including fringe benefits, is paid by the
Association.
(2) Bonus for 1993 paid in 1994.
(3) Does not include perquisites which did not exceed the lesser of
$50,000 or 10% of salary and bonus.
(4) Includes employer contributions to 401(k) plan ($4,900) and ESOP
($3,982). Does not include the amount payable to Mr. Rheinwald
pursuant to an employment agreement in event of a "change in
control" of the Corporation. For a discussion of Mr. Rheinwald's
employment agreement, including the amount payable in the event of a
"change of control" of the Corporation, see "-- Employment
Agreement."
Option Exercise/Value Table
The following information with respect to options exercised during the
fiscal year ended December 31, 1996 and remaining unexercised at the end of
the fiscal year, is presented for Mr. Rheinwald.
Number of
Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options at
Shares Options Fiscal Year End ($)
Acquired on Value --------------- -------------------
Exercise Realized Exer- Unexer- Exer- Unxer-
Name (#) ($) cisable cisable cisable cisable
- ------ ---------- --------- -------- -------- -------- ---------
Jeffrey
S. Rheinwald -- -- 4,745 -- $32,029 --
Compensation Committee Interlocks and Insider Participation. There are
no interlocks or insider participation with respect to the Compensation
Committee of the Board of Directors of the Corporation.
Employment Agreement. On July 1, 1996, the Association entered into a
three-year employment agreement with Jeffrey S. Rheinwald, the Association's
President and Chief Executive Officer. The agreement provides for an annual
review of Mr. Rheinwald's base salary, which may be increased at the
discretion of the Board of Directors or an authorized committee of the Board.
The term of the Agreement may, at the Board's discretion, be extended annually
for an additional year. The agreement is terminable by the Association or the
Corporation for just cause at any time or in certain events specified by
Office of Thrift Supervision ("OTS") regulations. If the Association
terminates the agreement for other than just cause, Mr. Rheinwald shall
receive a continuation of his
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salary under the agreement for an additional year. The agreement also
provides for severance payments if Mr. Rheinwald's employment is terminated
following a change in control of the Association or the Corporation. Such
payments, which will be made promptly after any change in control, will be
equal to one times the "base amount" of annual compensation, as defined in
Section 280G(b)(3) of the Internal Revenues Code of 1986, as amended, paid to
Mr. Rheinwald during the five years immediately preceding the change in
control. Under the agreement, a "change in control" is deemed to occur if,
among other things, at anytime during the term of the agreement, any person or
persons acting in concert has or have, respectively, beneficial ownership of
25% or more of the Corporation's or the Association's Common Stock or a
merger, acquisition or other business combination involving the Corporation or
the Association has occurred which results in an acquisition of the
Corporation or the Association.
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TRANSACTIONS WITH MANAGEMENT
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As required by federal regulations, all loans or extensions of credit to
executive officers and directors are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than the
normal risk of repayment or present other unfavorable features. In addition,
loans made by the Association to a director or executive officer in an amount
that, when aggregated with the amount of all other loans by the Association to
such person and his or her related interests, are in excess of the greater of
$25,000, or 5% of the Association's capital and surplus (up to a maximum of
$500,000), are subject to approval in advance by a majority of the
disinterested members of the Board of Directors. At December 31, 1996, loans
outstanding to directors, executive officers and their associates totalled
$371,650.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act requires certain officers of the
Corporation and its directors, and persons who beneficially own more than 10%
of any registered class of the Corporation's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Corporation.
Based solely on a review of the reports received during fiscal 1996, the
Corporation believes that all filing requirements applicable to its reporting
officers, directors and greater than ten percent beneficial owners were
properly and timely complied with.
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AUDITORS
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The Board of Directors has renewed the Corporation's arrangements with
Price Waterhouse LLP, independent public accountants, to be its auditors for
the 1997 fiscal year. A representative of Price Waterhouse LLP is expected to
be present at the Meeting to respond to appropriate questions of stockholders,
and will have the opportunity to make a statement if he desires.
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OTHER MATTERS
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The Board of Directors of the Corporation is not aware of any business to
come before the Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Meeting, it is intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the judgment of the person or persons
voting the proxies.
-7-
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FINANCIAL STATEMENTS
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The cost of solicitation of proxies will be borne by the Corporation. In
addition to solicitations by mail, directors, officers and regular employees
of the Corporation may solicit proxies personally or by telegraph or telephone
without additional compensation.
The Corporation's Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on March 1, 1997. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the
Corporation. The Annual Report is not to be treated as part of the proxy
solicitation material or as having been incorporated herein by reference.
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STOCKHOLDER PROPOSALS
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In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Corporation's
main office at 48 North Main Street, Albion, New York, no later than November
27, 1997. Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/MARIE A. RICE
----------------
MARIE A. RICE
SECRETARY
Albion, New York
March 25, 1997
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FORM 10-KSB
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A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON
WRITTEN REQUEST TO MARIE A. RICE, SECRETARY, ALBION BANC CORP., 48 NORTH MAIN
STREET, ALBION, NEW YORK 14411.
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REVOCABLE PROXY
ALBION BANC CORP.
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
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The undersigned hereby appoints James H. Keeler and Richard A. Pilon as
the official Proxy Committee of the Board of Directors with full powers of
substitution, as attorneys and proxies for the undersigned, to vote all shares
of common stock of Albion Banc Corp. which the undersigned is entitled to vote
at the Annual Meeting of Stockholders, to be held at the Tillman's Village Inn
located at Routes 98 and 104, Albion, New York, on Wednesday, April 16, 1997,
at 10:00. a.m., Eastern Time, and at any and all adjournments thereof, as
follows:
VOTE
FOR WITHHELD
------- --------
1. The election as directors of
all nominees listed below
(except as marked to the
contrary below). [ ] [ ]
Dolores L. Giarrizzo
Chriss M. Andrews
INSTRUCTION: To withhold your vote
for any individual nominee, write
that nominee's name on the line below.
The Board of Directors recommends a vote "FOR" the above proposal.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Corporation at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of notice of the Meeting, a proxy statement dated
March 25, 1997 and the 1996 Annual Report to Stockholders.
Dated: ________________, 1997
- -------------------------------- --------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- -------------------------------- --------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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