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
FULTON BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
FULTON BANCORP, INC.
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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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September 23, 1997
Dear Shareholder:
You are cordially invited to attend the first Annual Meeting of
Shareholders of Fulton Bancorp, Inc. to be held at the Company's main office
at 410 Market Street, Fulton, Missouri, on Thursday, October 23, 1997, at
10:00 a.m., local time. Effective October 17, 1996, the Company became the
holding company for Fulton Savings Bank, FSB.
The Notice of Annual Meeting of Shareholders and Proxy Statement
appearing on the following pages describe the formal business to be transacted
at the meeting. During the meeting, we will also report on the operations of
the Company. Directors and officers of the Company, as well as a
representative of Moore, Horton & Carlson, P.C., the Company's independent
auditors, will be present to respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete
and mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Kermit D. Gohring
Kermit D. Gohring
President and Chief Executive Officer
FULTON BANCORP, INC.
410 Market Street
Fulton, Missouri 65251
(573) 642-6618
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On October 23, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Fulton
Bancorp, Inc. ("Company") will be held at the Company's main office at 410
Market Street, Fulton, Missouri, on Thursday, October 23, 1997, at 10:00 a.m.,
local time, for the following purposes:
(1) To elect two directors to serve for a term of three years;
(2) To consider and vote upon a proposal to adopt the Fulton
Bancorp, Inc. 1997 Stock Option Plan;
(3) To consider and vote upon a proposal to adopt the Fulton
Bancorp, Inc. 1997 Management Recognition and Development
Plan; and
(4) To consider and act upon 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 proposals 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. Shareholders of record at the
close of business on September 1, 1997 are entitled to notice of and to vote
at the meeting and any adjournments or postponements 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/ Bonnie K. Smith
BONNIE K. SMITH
SECRETARY
Fulton, Missouri
September 23, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE 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
FULTON BANCORP, INC.
410 Market Street
Fulton, Missouri 65251
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ANNUAL MEETING OF SHAREHOLDERS
October 23, 1997
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Fulton Bancorp, Inc. ("Company"), the
holding company for Fulton Savings Bank, FSB ("Savings Bank"), to be used at
the Annual Meeting of Shareholders of the Company. The Annual Meeting will be
held at the Company's main office at 410 Market Street, Fulton, Missouri on
Thursday, October 23, 1997, at 10:00 a.m., local time. This Proxy Statement
and the enclosed proxy card are being first mailed to shareholders on or about
September 23, 1997.
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VOTING AND PROXY PROCEDURE
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Shareholders Entitled to Vote. Shareholders of record as of the close of
business on September 1, 1997 are entitled to one vote for each share of
common stock ("Common Stock") of the Company then held. As of September 1,
1997, the Company had 1,719,250 shares of Common Stock issued and outstanding.
Quorum. 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 Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will not
be considered shares present and will not be included in determining whether a
quorum is present.
Voting. The Board of Directors solicits proxies so that each shareholder
has the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below, FOR adoption of the Fulton
Bancorp, Inc. 1997 Stock Option Plan and FOR adoption of the Fulton Bancorp,
Inc. 1997 Management Recognition and Development Plan. If a shareholder
attends the Annual Meeting, he or she may vote by ballot.
The two directors to be elected at the Annual Meeting will be elected by
a plurality of the votes cast by shareholders present in person or by proxy
and entitled to vote. Shareholders are not permitted to cumulate their votes
for the election of directors. With respect to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast. With respect
to the other proposals to be voted upon, shareholders may vote for a proposal,
against a proposal or may abstain from voting. Adoption of the 1997 Stock
Option Plan and the 1997 Management Recognition and Development Plan will
require the affirmative vote of a majority of the shares present in person or
by proxy at the Annual Meeting. Thus, abstentions will have the same effect
as a vote against adoption of the Stock Option Plan and the Management
Recognition and Development Plan while broker non-votes will have no effect on
the voting.
Revocation of a Proxy. Shareholders who execute proxies retain the right
to revoke them at any time before they are voted. Proxies may be revoked by
written notice delivered in person or mailed to the Secretary of the Company
or by filing a later proxy prior to a vote being taken on a particular
proposal at the Annual Meeting.
Attendance at the Annual Meeting will not automatically revoke a proxy, but a
shareholder in attendance may request a ballot and vote in person, thereby
revoking a prior granted proxy.
Participants in the Savings Bank's ESOP. If a shareholder is a
participant in the Fulton Savings Bank, FSB 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 and allocated
shares for which no voting instructions are received will be voted by the
trustees in the same proportion as shares for which the trustees have received
voting instructions.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Persons and groups who beneficially own in excess of 5% of the Company's
Common Stock are required to file certain reports disclosing such ownership
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act").
Based on such reports, the following table sets forth, as of September 1,
1997, certain information as to those persons who were beneficial owners of
more than 5% of the outstanding shares of Common Stock. Management knows of
no persons other than those set forth below who beneficially owned more than
5% of the outstanding shares of Common Stock at September 1, 1997. The
following table also sets forth, as of September 1, 1997, information as to
the shares of Common Stock beneficially owned by each director, by the Chief
Executive Officer of the Company and by all executive officers and directors
of the Company as a group.
Number of Shares Percent of Shares
Beneficial Owner Beneficially Owned (1) Outstanding
- ---------------- ---------------------- -----------
Beneficial Owners of More Than 5%
Fulton Savings Bank, FSB 137,540 8.0%
Employee Stock Ownership Plan Trust
Directors
Dennis J. Adrian 20,000 1.2
Billy M. Conner 17,425(2) 1.0
Kermit D. Gohring** 20,521(3) 1.2
Richard W. Gohring 8,255(4) *
Clifford E. Hamilton, Jr. 22,000(5) 1.3
Bonnie K. Smith 13,277(6) *
David W. West 15,000 *
All Executive Officers and 116,478 6.8
Directors as a Group
(seven persons)
_______________
* Less than 1% of shares outstanding.
** Mr. Gohring is also Chief Executive Officer of the Company.
(1) In accordance with 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
Common Stock if he or she has voting or investment power with respect to
such security. 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
2
of ownership, over which shares the persons named in the table may
possess voting and/or investment power. Shares held in accounts under
the Savings Bank's ESOP, as to which the holders have voting power but
not investment power, are included as follows: Mr. Kermit D. Gohring,
521 shares; Mr. Richard W. Gohring, 355 shares; Mrs. Smith, 322 shares;
all executive officers and directors as a group, 1,198 shares.
(2) Includes 2,532 shares owned by Mr. Conner's spouse.
(3) Includes 7,800 shares owned by Mr. Gohring's spouse
(4) Includes 420 shares owned by Mr. Gohring's spouse
(5) Includes 740 shares owned by Mr. Hamilton's spouse.
(6) Includes 2,330 shares owned by Mrs. Smith's spouse.
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. The Board of
Directors is divided into three classes with three-year staggered terms, with
approximately one third of the directors elected each year. Two directors
will be elected at the Annual Meeting to serve for a three-year term, or until
their respective successors have been elected and qualified. The nominees for
election this year are Richard W. Gohring and Dennis J. Adrian. The nominees
are current members of the Boards of Directors of the Company and the Savings
Bank.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the above named nominees. 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 adopt a resolution to amend the Bylaws and reduce the
size of the Board. At this time the Board of Directors knows of no reason why
any nominee might be unable to serve.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Gohring and Adrian.
The following table sets forth certain information regarding the nominees
for election at the Annual Meeting, as well as information regarding those
directors continuing in office after the Annual Meeting.
Year First
Elected Term to
Name Age (1) Director (2) Expire
- ---- ------- ------------ ------
BOARD NOMINEES
Richard W. Gohring 42 1989 2000(3)
Dennis J. Adrian 48 1995 2000(3)
DIRECTORS CONTINUING IN OFFICE
Bonnie K. Smith 52 1985 1998
David W. West 59 1995 1998
Billy M. Conner 67 1995 1999
Kermit D. Gohring 62 1967 1999
Clifford E. Hamilton, Jr. 54 1989 1999
______________
(1) As of June 30, 1997.
(2) Includes prior service on the Board of Directors of the Savings Bank.
(3) Assuming the individual is re-elected.
3
The present principal occupation and other business experience during the
last five years of each nominee for election and each director continuing in
office is set forth below:
Dennis J. Adrian is the sole owner of Vandelicht Trucking, Inc., a local
trucking company. He is also the President and majority owner of Mo-Con,
Inc., a local concrete mixing and delivery firm with which he has been
associated since 1968.
Billy M. Conner is the co-owner and operator of BCGC, Inc., a local
family farming operation.
Kermit D. Gohring is the President, Chief Executive Officer and Chairman
of the Board of the Holding Company and the Savings Bank. He has been
associated with the Savings Bank since 1964 and President since 1974.
Richard W. Gohring is Executive Vice President and a Director of the
Savings Bank and Vice-President of the Holding Company. He has been
associated with the Savings Bank since 1985.
Clifford E. Hamilton, Jr. is a Circuit Judge in Columbia, Missouri and
presently serves as a general jurisdiction judge in the Thirteenth Judicial
Circuit of Missouri, which includes Fulton and Columbia. He currently serves
as the Vice Chairman of the Board.
Bonnie K. Smith is Senior Vice President, Secretary-Treasurer and a
Director of the Savings Bank and Secretary-Treasurer of the Holding Company.
She has been associated with the Savings Bank since 1971.
David W. West is the co-owner and operator of a local family farming
operation.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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The Boards of Directors of the Company and the Savings Bank conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended June 30, 1997, the Board of Directors of the Company
held seven meetings and the Board of Directors of the Savings Bank held 14
meetings. No director of the Company or the Savings Bank attended fewer than
75% of the total meetings of the Boards and committees on which such person
served during this period.
The Audit Committee, consisting of Directors Hamilton (Chairman), Conner
and West, meets with the Company's outside auditor to discuss the results of
the annual audit and any related matters. The Audit Committee met one time
during the fiscal year ended June 30, 1997.
The Salary Committee, consisting of Directors Kermit Gohring (Chairman),
Conner and Hamilton is responsible for determining compensation for all
employees. The Salary Committee met one time during the fiscal year ended
June 30, 1997.
The Board of Directors of the Company acts as a nominating committee for
selecting the nominees for election as directors. The Board of Directors met
once in its capacity as nominating committee to select nominees for election
at the Annual Meeting.
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DIRECTORS' COMPENSATION
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Non-employee Directors of the Savings Bank receive a monthly retainer of
$1,000. Employee Directors receive a fee of $500 per month. No separate fees
are paid for service on the Board of Directors of the Company.
4
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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 Company. No other executive officer of the Company or the Savings Bank
received salary and bonus in excess of $100,000 during the year ended June 30,
1997.
Annual Compensation(1)
-----------------------------------------
Name and Other Annual All Other
Position Year Salary($) Bonus($) Compensation($)(3) Compensation($)
- -------- ---- --------- -------- ------------------ ---------------
Kermit D.
Gohring 1997 $94,000 $ 4,000 $ 6,000 $10,955(4)
Chief
Executive 1996(2) 58,015 51,029 6,000 3,271
Officer
and
President
- ------------------
(1) Compensation information for the fiscal year ended April 30, 1995 has
been omitted as the Company was not a public company nor a subsidiary
thereof at such time.
(2) Information is for the year ended April 30, 1996. In November 1996, the
Company changed its fiscal year end from April 30 to June 30.
(3) Consists of directors' fees. Does not include perquisites which did not
exceed the lesser of $50,000 or 10% of salary and bonus.
(4) Consists of $2,940 employer contribution to 401(k) Plan and $8,015
employer contribution to ESOP.
Employment Agreements
On November 13, 1996, the Company and the Savings Bank (collectively, the
"Employers") entered into a three-year employment agreement with Mr. Gohring.
Mr. Gohring's base salary under the agreement currently is $96,000, which
amount is paid by the Savings Bank and may be increased at the discretion of
the Board of Directors or an authorized committee of the Board. On each
anniversary of the commencement date of the agreement, the term of the
agreement may be extended for an additional year. The agreement is terminable
by the Employers at any time or upon the occurrence of certain events
specified by federal regulations.
The employment agreement provides for severance payments and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Employers. Severance payments also will be
provided on a similar basis in connection with a voluntary termination of
employment where, subsequent to a change in control, Mr. Gohring is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control. The term "change in control" is
defined in the agreement as having occurred when, among other things, (a) a
person other than the Company purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities, (c) the membership of the Board of Directors changes
as the result of a contested election, or (d) shareholders of the Company
approve a merger, consolidation, sale or disposition of all or substantially
all of the Company's assets, or a plan of partial or complete liquidation.
The severance payment from the Employers will equal 2.99 times Mr.
Gohring's average annual compensation during the five-year period preceding
the change in control. Such amount will be paid in a lump sum within ten
business days following the termination of employment. Assuming that a change
in control had occurred
5
at June 30, 1997, Mr. Gohring would be entitled to a severance payment of
approximately $265,000. Section 280G of the Internal Revenue Code of 1986, as
amended ("Code"), states that severance payments which equal or exceed three
times the base compensation of the individual are deemed to be "excess
parachute payments" if they are contingent upon a change in control.
Individuals receiving excess parachute payments are subject to a 20% excise
tax on the amount of such excess payments, and the Employers would not be
entitled to deduct the amount of such excess payments.
The agreement restricts Mr. Gohring's right to compete against the
Employers for a period of one year from the date of termination of the
agreement if Mr. Gohring voluntarily terminates employment, except in the
event of a change in control.
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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 the Company's executive
officers and directors, and persons who own more than 10% of any registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms it has received
provided to the Company by the above referenced persons, the Company believes
that, during the fiscal year ended June 30, 1997, all filing requirements
applicable to its reporting officers, directors and greater than 10%
shareholders were properly and timely complied with.
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TRANSACTIONS WITH MANAGEMENT
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As required by federal regulations, all loans or extensions by the
Savings Bank 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
(except for loans made pursuant to programs generally available to all
employees) and do not involve more than the normal risk of repayment or
present other unfavorable features. In addition, loans made by the Savings
Bank to a director or executive officer in an amount that, when aggregated
with the amount of all other loans by the Savings Bank to such person and his
or her related interests, are in excess of the greater of $25,000 or 5% of the
Savings Bank'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.
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PROPOSAL II -- RATIFICATION OF 1997 STOCK OPTION PLAN
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The Company's Board of Directors adopted the Fulton Bancorp, Inc. 1997
Stock Option Plan ("Option Plan") on August 12, 1997, subject to approval by
the Company's shareholders. The following description of the Option Plan is
qualified in its entirety by reference to the complete text of the Option
Plan, which is attached to this Proxy Statement as Exhibit A.
Administration of the Option Plan
The Option Plan is administered by the Board of Directors. In addition
to determining who will be granted options, the Board has the authority and
discretion to determine when options will be granted and the number of options
to be granted. In making such determination, the Board will consider those
non-employee directors, officers and employees who are expected to make
significant contributions to the long-term success of the Company and the
Savings Bank. With respect to awards to officers and employees, the Board
also determines which options are intended to qualify for special treatment
under the Code ("Incentive Stock Options") or to be issued as options which
6
are not intended to so qualify ("Non-Qualified Stock Options"). The Option
Plan provides that all options granted to non-employee directors are
Non-Qualified Stock Options.
The Board may from time to time amend or terminate the Option Plan in any
respect. An amendment to the Option Plan may be subject to shareholder
approval if such approval is necessary to comply with any tax or regulatory
requirement. No amendment or termination may retroactively impair the rights
of any person with respect to an option.
Shares Subject to the Option Plan
The Company has reserved an aggregate of 171,925 shares of the Company's
Common Stock for issuance pursuant to the exercise of stock options, which may
be granted to officers, employees and non-employee directors. Such shares may
be treasury shares or authorized but unissued shares. The use of authorized
but unissued shares may dilute the interests of existing shareholders.
In the event of a merger, consolidation, sale of all or substantially all
of the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution, an appropriate and proportionate adjustment shall be made in (i)
the maximum number of shares available, (ii) the number and kind of shares
subject to outstanding options, if any, and (iii) the price for each share.
Option Price
The exercise price of Non-Qualified Stock Options and Incentive Stock
Options may not be less than 100% of the fair market value of the shares of
Common Stock of the Company on the date of grant. Any Incentive Stock Option
granted to a person owning more than 10% of the Company's outstanding Common
Stock must have an exercise price of at least 110% of fair market value on the
date of grant. The maximum aggregate fair market value (determined as of the
date of grant) of the shares to which Incentive Stock Options held by an
individual become exercisable for the first time during any calendar year may
not exceed $100,000.
Terms of Options
In general, the Board has the discretion to fix the term of each option
granted to a director, officer or employee under the Option Plan, except that
the maximum term of each option is ten years, subject to earlier termination
as provided in the Option Plan (five years in the case of Incentive Stock
Options granted to an employee who owns over 10% of the total combined voting
power of all classes of the Company's stock). The Option Plan provides that
all awards under the Option Plan will become exercisable in equal installments
over a minimum five-year period following the date of grant. However,
unvested options will become immediately exercisable in the event of the
option holder's death or disability, or upon a change in control (as defined
in the Option Plan) of the Company or the Savings Bank.
Except in limited circumstances, an option may not be transferred other
than by will or by laws of descent and distribution and, during the lifetime
of the option holder, may be exercised only by such holder. If any option
expires or terminates for any reason without having been exercised in full,
the unpurchased shares subject to such option will be available again for
purposes of the Option Plan.
Federal Income Tax Consequences of Non-Qualified Options
An option holder who is granted a Non-Qualified Stock Option under the
Option Plan will not realize any income for Federal income tax purposes on the
grant of an option. An option holder will realize ordinary income for Federal
income tax purposes on the exercise of an option, provided the shares are not
then subject to a substantial risk of forfeiture within the meaning of Section
83 of the Code ("Risk of Forfeiture"), in an amount equal to the excess, if
any, of the fair market value of the shares of Common Stock on the date of
exercise over the exercise price
7
thereof. If the shares are subject to a Risk of Forfeiture on the date of
exercise, the option holder will realize ordinary income for the year in which
the shares cease to be subject to a Risk of Forfeiture in an amount equal to
the excess, if any, of the fair market value of the shares at the date they
cease to be subject to a Risk of Forfeiture over the exercise price, unless
the option holder shall have made a timely election under Section 83 of the
Code to include in his or her income for the year of exercise an amount equal
to the excess of the fair market value of the shares of Common Stock on the
date of exercise over the exercise price. The amount realized for tax
purposes by an option holder by reason of the exercise of a Non-Qualified
Stock Option granted under the Option Plan is subject to withholding by the
Company and the Company is entitled to a deduction in an amount equal to the
income so realized by an option holder, provided all necessary withholding
requirements under the Code are met.
Provided that the option holder satisfies certain holding period
requirements provided by the Code, an employee will realize long-term capital
gain or loss, as the case may be, if the shares issued upon exercise of a Non-
Qualified Stock Option are disposed of more than one year after (i) the shares
are transferred to the employee or (ii) if the shares were subject to a Risk
of Forfeiture on the date of exercise and a valid election under Section 83 of
the Code shall not have been made, the date as of which the shares cease to be
subject to a Risk of Forfeiture. The amount recognized upon such disposition
will be the difference between the option holder's basis in such shares and
the amount realized upon such disposition. Generally, an option holder's
basis in the shares will be equal to the exercise price plus the amount of
income recognized upon exercise of the option.
Federal Income Tax Consequences of Incentive Stock Options
An Incentive Stock Option holder who meets the eligibility requirements
of Section 422 of the Code will not realize income for Federal income tax
purposes, and the Company will not be entitled to a deduction, on either the
grant or the exercise of an Incentive Stock Option. If the Incentive Stock
Option holder does not dispose of the shares acquired within two years after
the date the Incentive Stock Option was granted to him or her or within one
year after the transfer of the shares to him or her, (i) any proceeds realized
on a sale of such shares in excess of the option price will be treated as
long-term capital gain and (ii) the Company will not be entitled to any
deduction for Federal income tax purposes with respect to such shares.
If an Incentive Stock Option holder disposes of shares during the
two-year or one-year periods referred to above (a "Disqualifying
Disposition"), the Incentive Stock Option holder will not be entitled to the
favorable tax treatment afforded to incentive stock options under the Code.
Instead, the Incentive Stock Option holder will realize ordinary income for
Federal income tax purposes in the year the Disqualifying Disposition is made,
in an amount equal to the excess, if any, of the fair market value of the
shares of Common Stock on the date of exercise over the exercise price.
An Incentive Stock Option holder generally will recognize long-term
capital gains or loss, as the case may be, if the Disqualifying Disposition is
made more than one year after the shares are transferred to the Incentive
Stock Option holder. The amount of any such gain or loss will be equal to the
difference between the amount realized on the Disqualifying Disposition and
the sum of (x) the exercise price and (y) the ordinary income realized by the
Incentive Stock Option holder as the result of the Disqualifying Disposition.
The Company will be allowed in the taxable year of a Disqualifying
Disposition a deduction in the same amount as the ordinary income recognized
by the Incentive Stock Option holder provided all necessary withholding
requirements are met.
Notwithstanding the foregoing, if the Disqualifying Disposition is made
in a transaction with respect to which a loss (if sustained) would be
recognized to the Incentive Stock Option holder, then the amount of ordinary
income required to be recognized upon the Disqualifying Disposition will not
exceed the amount by which the amount realized from the disposition exceeds
the exercise price. Generally, a loss may be recognized if the transaction is
not a "wash" sale, a gift or a sale between certain persons or entities
classified under the Code as "related persons."
8
Alternative Minimum Tax
For purposes of computing the alternative minimum tax with respect to
shares acquired pursuant to the exercise of Incentive Stock Options, the
difference between the fair market value of the shares on the date of exercise
over the exercise price will be an item of tax preference in the year of
exercise if the shares are not subject to a Risk of Forfeiture; if the shares
are subject to a Risk of Forfeiture, the amount of the tax preference taken
into account in the year the Risk of Forfeiture ceased will be the excess of
the fair market value of the shares at the date they cease to be subject to a
Risk of Forfeiture over the exercise price. The basis of the shares for
alternative minimum tax purposes, generally, will be an amount equal to the
exercise price, increased by the amount of the tax preference taken into
account in computing the alternative minimum taxable income.
New Plan Benefits
The following table sets forth information regarding the number of
options anticipated to be granted under the Option Plan as of the effective
date of the Option Plan. Each option award specified below will be granted at
100% of the fair market value of the Company's Common Stock on the date of
grant and each award will become exercisable in equal installments over a
five-year period.
Anticipated Stock
Name Position Option Grant
---- -------- ------------
Kermit D. Gohring President and Chief 42,981
Executive Officer
All executive officers as ---- 82,524
a group (three persons)
All non-employee directors ---- 34,384
(four persons)
The balance of the options that may be granted under the Option Plan are
expected to be allocated in the future to current and prospective non-employee
directors, officers and employees.
Adoption of the Option Plan
Subject to approval by the Company's shareholders, the Board of Directors
adopted the Option Plan to encourage stock ownership by employees and
non-employee directors of the Company and its subsidiaries by issuing options
to purchase shares of the Company's Common Stock, thereby enabling such
directors, officers and employees to acquire or increase their proprietary
interest in the Company and encouraging them to remain in the employ or remain
directors of the Company and its subsidiaries. The Board of Directors has
determined that the Option Plan is desirable, cost effective and produces
incentives that will benefit the Company and its shareholders. Moreover, the
Board of Directors believes that the terms of the Option Plan are consistent
with the terms of similar stock compensation programs implemented by other
recently converted financial institutions in the Company's peer group. The
foregoing Option Plan must be approved by a majority of the shares of Common
Stock of the Company present in person or by proxy at the Annual Meeting. The
Board of Directors recommends a vote "FOR" the adoption of the Option Plan
attached as Exhibit A.
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PROPOSAL III -- RATIFICATION OF THE MANAGEMENT
RECOGNITION AND DEVELOPMENT PLAN
- ------------------------------------------------------------------------------
Subject to approval by the Company's shareholders, the Board of Directors
of the Company adopted the Fulton Bancorp, Inc. 1997 Management Recognition
and Development Plan ("MRDP") on August 12, 1997 for the
9
benefit of officers, employees and non-employee directors of the Company and
its subsidiaries. The following description of the MRDP is qualified in its
entirety by reference to the complete text of the MRDP, which is attached to
this Proxy Statement as Exhibit B.
The purpose of the MRDP is to encourage and provide an additional
incentive to non-employee directors, officers and employees of the Company and
its subsidiaries to increase the value of the Company and its Common Stock by
providing them with a significant equity interest in the Company. The MRDP is
also intended to assist the Company in retaining superior personnel and to
strengthen their desire to remain as directors or employees of the Company.
All awards under the MRDP are made by the Board of Directors. MRDP
awards are made in the form of restricted stock that is subject to
restrictions on transfer of ownership. It is anticipated that MRDP awards
generally will vest over a five-year period in equal installments beginning on
the first anniversary of the effective date of the MRDP. If the employee or
non-employee director terminates service for reasons other than death or
disability, the employee or director forfeits all rights to the allocated
shares under restriction. If the employee's or director's termination is
caused by death or disability, all restrictions expire and all shares
allocated become unrestricted. MRDP awards also will become fully vested upon
a change in control (as defined in the MRDP) of the Company or the Savings
Bank. Compensation expense in the amount of the fair market value of the
Common Stock at the date of the grant to the officer or director will be
recognized during the period over which the shares vest. An eligible officer
or director will not be entitled to voting and other shareholder rights with
respect to the shares while restricted. Furthermore, the shares, while
restricted, may not be sold, pledged or otherwise disposed of and dividends
paid during the period of restriction will be held in escrow for the benefit
of the recipient.
A recipient of an award who receives a grant of restricted stock and does
not elect to be taxed at the time of grant will not recognize income upon an
award of shares of Common Stock, and the Company will not be entitled to a
deduction until the termination of the restrictions. Upon such termination,
the recipient will recognize ordinary income in an amount equal to the fair
market value of the Common Stock at the time (less any amount paid by the
recipient for such shares) and the Company will be entitled to a deduction in
the same amount after satisfying federal income tax withholding requirements.
However, the recipient may elect to recognize ordinary income in the year the
restricted stock is granted in an amount equal to the fair market value of the
shares at that time, determined without regard to the restrictions. In that
event, the Company will be entitled to a deduction in such year and in the
same amount. Any gain or loss recognized by the recipient upon subsequent
disposition of the stock will be capital in nature.
The MRDP may utilize authorized but unissued shares of Common Stock from
the Company in fulfillment of awards. Any such use of shares by the MRDP
could dilute the holdings of the Company's shareholders. The MRDP also may
purchase Common Stock in the open market through a trust established in
connection with the MRDP and funded with contributions from the Company. No
more than 68,770 shares may be issued under the MRDP, subject to adjustment in
the event of a stock dividend, stock split, or similar event. The Board of
Directors can terminate the MRDP at any time, and if it does so, any shares
not allocated will revert to the Company.
New Plan Benefits
The following table sets forth information regarding the number of
restricted shares anticipated to be granted under the MRDP following the
effective date of the MRDP.
10
Anticipated Restricted
Name Position Stock Grant
---- -------- -----------
Kermit D. Gohring President and Chief 17,193
Executive Officer
All executive officers as ---- 33,010
a group (three persons)
All non-employee directors ---- 13,752
(four persons)
The balance of the shares that may be issued pursuant to the MRDP is
expected to be allocated in the future to current and prospective non-employee
directors, subsidiary directors, officers and employees.
The Board of Directors has determined that the MRDP is desirable and will
produce incentives for management that will benefit the Company and its
shareholders. The Board of Directors believes that the MRDP will be a
significant factor in aligning the interests of management with those of
shareholders and that the terms of the MRDP are consistent with the terms of
similar stock compensation programs implemented by other recently converted
financial institutions in the Company's peer group. The MRDP must be approved
by a majority of the shares of Common Stock of the Company present in person
or by proxy at the Annual Meeting. The Board of Directors recommends a vote
"FOR" the adoption of the MRDP attached as Exhibit B.
- ------------------------------------------------------------------------------
AUDITORS
- ------------------------------------------------------------------------------
The Board of Directors has appointed Moore, Horton & Carlson, P.C.,
independent public accountants, to serve as the Company's auditors for the
fiscal year ending June 30, 1998. A representative of Moore, Horton &
Carlson, PC is expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and will have the opportunity to make
a statement if he or she so desires.
- ------------------------------------------------------------------------------
OTHER MATTERS
- ------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual 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.
- ------------------------------------------------------------------------------
MISCELLANEOUS
- ------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telecopier or telephone without
additional compensation.
The Company's 1997 Annual Report to Shareholders, including financial
statements, has been mailed to all shareholders of record as of the close of
business on September 1, 1997. Any shareholder who has not received a
11
copy of such annual report may obtain a copy by writing to the Company. The
Annual Report is not to be treated as part of the proxy solicitation material
or as having been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended June 30,
1997, as filed with the Securities and Exchange Commission, will be furnished
without charge to shareholders of record as of September 1, 1997 upon written
request to Bonnie K. Smith, Corporate Secretary, Fulton Bancorp, Inc., 410
Market Street, Fulton, Missouri 65251.
- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals of shareholders intended to be presented at the Company's
annual meeting expected to be held in October 1998 must be received by the
Company no later than May 26, 1998 to be considered for inclusion in the proxy
materials and form of proxy relating to such meeting. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
The Company's Certificate of Incorporation provides that in order for a
shareholder to make nominations for the election of directors or proposals for
business to be brought before the Annual Meeting, a shareholder must deliver
notice of such nominations and/or proposals to the Secretary not less than 30
nor more than 60 days prior to the date of the Annual Meeting; provided that
if less than 31 days' notice of the Annual Meeting is given to shareholders,
such notice must be delivered not later than the close of the tenth day
following the day on which notice of the Annual Meeting was mailed to
shareholders. As specified in the Certificate of Incorporation, the notice
with respect to nominations for election of directors must set forth certain
information regarding each nominee for election as a director, including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected, and certain information regarding
the shareholder giving such notice. The notice with respect to business
proposals to be brought before the Annual Meeting must state the shareholder's
name, address and number of shares of Common Stock held, and briefly discuss
the business to be brought before the Annual Meeting, the reasons for
conducting such business at the Annual Meeting and any interest of the
shareholder in the proposal.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bonnie K. Smith
BONNIE K. SMITH
SECRETARY
Fulton, Missouri
September 23, 1997
12
Exhibit A
FULTON BANCORP, INC.
1997 STOCK OPTION PLAN
SECTION 1. PURPOSE
The Fulton Bancorp, Inc. 1997 Stock Option Plan (the "Plan") is hereby
established to foster and promote the long-term success of Fulton Bancorp,
Inc. and its shareholders by providing directors, officers and employees of
the Corporation with an equity interest in the Corporation. The Plan will
assist the Corporation in attracting and retaining the highest quality of
experienced persons as directors, officers and employees and in aligning the
interests of such persons more closely with the interests of the Corporation's
shareholders by encouraging such parties to maintain an equity interest in the
Corporation.
SECTION 2. DEFINITIONS
For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:
BANK means Fulton Savings Bank, FSB, Fulton, Missouri.
BOARD means the Board of Directors of the Corporation.
CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the stock of the
Corporation or the Bank pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of the Corporation or the Bank representing twenty-five percent
(25%) or more of the combined voting power of the Corporation's or the Bank's
then outstanding securities, (c) the membership of the board of directors of
the Corporation or the Bank changes as the result of a contested election,
such that individuals who were directors at the beginning of any twenty-four
(24) month period (whether commencing before or after the date of adoption of
this Plan) do not constitute a majority of the Board at the end of such
period, or (d) shareholders of the Corporation or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of the
Corporation's or the Bank's assets, or a plan of partial or complete
liquidation. If any of the events enumerated in clauses (a) - (d) occur, the
Board shall determine the effective date of the change in control resulting
therefrom, for purposes of the Plan.
CODE means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
CORPORATION means Fulton Bancorp, Inc., a Delaware corporation.
DIRECTOR shall mean a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.
DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability. The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.
FAIR MARKET VALUE shall be determined as follows:
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(a) If the Stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange at the time of grant of an Option, then the Fair
Market Value shall be the average of the highest and lowest selling price on
such exchange on the date such Option is granted or, if there were no sales on
such date, then on the next prior business day on which there was a sale.
(b) If the Stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.
INCENTIVE STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.
NON-QUALIFIED STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.
OPTION means an Incentive Stock Option or a Non-Qualified Stock Option.
PARTICIPANT means a Director or employee of the Corporation or its
subsidiaries selected by the Board to receive an Option under the Plan.
PLAN means this Fulton Bancorp, Inc. 1997 Stock Option Plan.
STOCK means the common stock, $0.01 par value, of the Corporation.
TERMINATION FOR CAUSE shall mean because of a Participant's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Corporation and/or, the Bank and a
Participant.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Board. Among other things, the
Board shall have authority, subject to the terms of the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, to determine whether such Options are to be Incentive
Options or Non-Qualified Stock Options (subject to the requirements of the
Code), to determine the terms and conditions of any Option granted hereunder,
and the exercise price thereof.
(b) Subject to the other provisions of the Plan, the Board shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and
any Option and to decide all disputes arising in connection with the Plan.
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole
and absolute discretion. The Board's decision and interpretations shall be
final and binding. Any action of the Board with respect to the administration
of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.
SECTION 4. ELIGIBILITY AND PARTICIPATION.
Officers and employees of the Corporation and its subsidiaries and
Directors shall be eligible to participate in the Plan. The Participants
under the Plan shall be selected from time to time by the Board, in its sole
discretion, from among those eligible, and the Board shall determine, in its
sole discretion, the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.
A-2
SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS
(a) The maximum number of shares of Stock which may be issued and
purchased pursuant to Options granted under the Plan is 171,925, subject to
the adjustments as provided in Section 5 and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, the shares of Stock subject to such
Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grant under Plan. Shares of Stock
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.
(b) In the event that the Board determines, in its sole discretion, that
any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reclassification, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, or other similar
transaction affects the Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall have the right to
proportionately and appropriately adjust equitably any or all of (i) the
maximum number and kind of shares of Stock in respect of which Options may be
granted under the Plan to Participants, (ii) the number and kind of shares of
Stock subject to outstanding Options held by Participants, and (iii) the
exercise price with respect to any Options held by Participants, without
changing the aggregate purchase price as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this
Section if such adjustment would cause the Plan to fail to comply with Section
422 of the Code with regard to any Incentive Stock Options granted hereunder.
No fractional Shares shall be issued on account of any such adjustment.
(c) Any adjustments under this Section will be made by the Board, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.
SECTION 6. NON-QUALIFIED STOCK OPTIONS
6.1 Grant of Non-Qualified Stock Options.
Subject to Sections 4(b) and (c) the Board may, from time to time, grant
Non-Qualified Stock Options to Participants upon such terms and conditions as
the Board may determine. Non-Qualified Stock Options granted under this Plan
are subject to the following terms and conditions:
(a) Price. The purchase price per share of Stock deliverable upon the
exercise of each Non-Qualified Stock Option shall be determined by the Board
on the date the option is granted. Such purchase price shall not be less than
one hundred percent (100%) of the Fair Market Value of the Stock on the date
of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Stock at the Fair Market Value of such shares
on the date of surrender or through a "cashless exercise" involving a stock
brokerage firm.
(b) Terms of Options. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more
than ten (10) years from the date of grant. Except as provided herein, no
Non-Qualified Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution. The Board shall have
discretionary authority to permit the transfer of any Non-Qualified Stock
Option to members of a Participant's immediate family, including trusts for
the benefit of such family members and partnerships in which such family
members are the only partners; provided, however, that a transferred
Non-Qualified Stock Option may be exercised by the transferee on any date only
to the extent that the Participant would have been entitled to exercise the
Non-Qualified Stock Option on such date had the Non-Qualified Stock Option not
been transferred. Any transferred Non-Qualified Stock Option shall remain
subject to the terms and conditions of the Participant's stock option
agreement.
(c) Termination of Service. Unless otherwise determined by the Board,
upon the termination of a Participant's service as an employee or member of
the Board for any reason other than Disability, death or
A-3
Termination for Cause, the Participant's Non-Qualified Stock Options shall be
exercisable only as to those shares which were immediately exercisable by the
Participant at the date of termination and only for a period of one year
following termination. Notwithstanding any provision set forth herein nor
contained in any Agreement relating to the award of an Option, in the event of
Termination for Cause, all rights under the Participant's Non-Qualified Stock
Options shall expire upon termination. In the event of death or termination
of service as a result of Disability of any Participant, all Non-Qualified
Stock Options held by the Participant, whether or not exercisable at such
time, shall be exercisable by the Participant or his legal representatives or
beneficiaries of the Participant for two years or such longer period as
determined by the Board following the date of the Participant's death or
termination of service due to Disability, provided that in no event shall the
period extend beyond the expiration of the Non-Qualified Stock Option term.
SECTION 7. INCENTIVE STOCK OPTIONS
7.1 Grant of Incentive Stock Options.
The Board may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan
shall be subject to the following terms and conditions:
(a) Price. The purchase price per share of Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
However, if a Participant owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of Stock, the purchase price
per share of Stock deliverable upon the exercise of each Incentive Stock
Option shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Stock on the date of grant. Shares may be purchased only
upon payment of the full purchase price. Payment of the purchase price may be
made, in whole or in part, through the surrender of shares of the Stock at the
Fair Market Value of such shares on the date of surrender or through a
"cashless exercise" involving a stock brokerage firm.
(b) Amounts of Options. Subject to Sections 4(b) and (c), Incentive
Stock Options may be granted to any eligible employee in such amounts as
determined by the Board. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year shall not exceed $100,000. The provisions of this Section
7.1(b) shall be construed and applied in accordance with Section 422(d) of the
Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock
Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified Stock Options.
(c) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Board, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten (10)
years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Stock representing more than ten
percent (10%) of the total combined voting power of the Corporation (or, under
Section 422(d) of the Code, is deemed to own Stock representing more than ten
percent (10%) of the total combined voting power of all such classes of Stock,
by reason of the ownership of such classes of Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five years from the date of grant. No Incentive Stock Option granted under
this Plan is transferable except by will or the laws of descent and
distribution.
(d) Termination of Employment. Upon the termination of a Participant's
service for any reason other than Disability, death or Termination for Cause,
the Participant's Incentive Stock Options which are then exercisable at the
date of termination may only be exercised by the Participant for a period of
three months following termination, after which time they shall be void.
Notwithstanding any provisions set forth herein nor contained in
A-4
any Agreement relating to an award of an Option, in the event of Termination
for Cause, all rights under the Participant's Incentive Stock Options shall
expire immediately upon termination.
Unless otherwise determined by the Board, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's
legal representatives or the beneficiaries of the Participant for one year
following the date of the Participant's death or termination of employment as
a result of Disability. In no event shall the exercise period extend beyond
the expiration of the Incentive Stock Option term.
(f) Compliance with Code. The options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in
the event that he disposes of Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he
received Stock upon the exercise of an Incentive Stock Option and shall comply
with any other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.
SECTION 8. EXTENSION
The Board may, in its sole discretion, extend the dates during which all
or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted if it would cause
Incentive Stock Options issued under the Plan to fail to comply with Section
422 of the Code.
SECTION 9. GENERAL PROVISIONS APPLICABLE TO OPTIONS
(a) Each Option under the Plan shall be evidenced by a writing delivered
to the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable tax and regulatory laws and accounting
principles.
(b) Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.
(c) In the event of a Change in Control, all then outstanding Options
shall become one hundred percent vested and exercisable as of the effective
date of the Change in Control. If, in connection with or as a consequence of
a Change in Control, the Corporation or the Bank is merged into or
consolidated with another corporation, if the Corporation or the Bank becomes
a subsidiary of another corporation or if the Corporation or the Bank sells or
otherwise disposes of substantially all of its assets to another corporation,
then unless provisions are made in connection with such transactions for the
continuance of the Plan and/or the assumption or substitution of then
outstanding Options with new options covering the stock of the successor
corporation, or parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices, such Options shall be canceled as
of the effective date of the merger, consolidation, or sale and the
Participant shall be paid in cash an amount equal to the difference between
the Fair Market Value of the Stock subject to the Options on the effective
date of such corporate event and the exercise price of the Options.
(d) The Corporation shall be entitled to withhold (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Corporation with
respect to any Options exercised under this Plan, and the Corporation may
defer issuance of Stock hereunder until and unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Board or its delegate
and shall be payable by the Participant at such time
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as the Board determines. Such withholding obligation may be satisfied by,
without limitation, the payment of cash by the Participant to the Corporation,
the tendering of previously acquired shares of Stock of the Participant or the
withholding, at the appropriate time, of shares of Stock otherwise issuable to
the Participant, in a number sufficient, based upon the Fair Market Value of
such Stock, to satisfy such tax withholding requirements. The Board shall be
authorized, in its sole discretion, to establish such rules and procedures
relating to any such withholding methods as it deems necessary or appropriate,
including, without limitation, rules and procedures relating to elections by
Participants who are subject to the provisions of Section 16 of the Exchange
Act.
(e) Subject to the terms of the Plan, the Board may at any time, and
from time to time, amend, modify or terminate the Plan or any outstanding
Option held by a Participant, including substituting therefor another Option
of the same or a different type or changing the date of exercise or
realization, provided that the Participant's consent to each action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.
SECTION 10. MISCELLANEOUS
(a) No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the
right to continued employment or service on the Board. The Corporation
expressly reserves the right at any time to dismiss a Participant free from
any liability or claim under the Plan, except as expressly provided in the
Plan or the applicable Option.
(b) Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.
(c) Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Stock to be distributed under the Plan
until he or she becomes the holder thereof.
(d) Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.
(e) No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board be liable for any agreement issued pursuant to
this Plan or any grants under it. Each member of the Board shall be
indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.
(f) The Plan shall be effective upon approval by the Corporation's
shareholders at the 1997 annual meeting of shareholders. The Plan will be so
approved if at such meeting a quorum is present and the votes of the holders
of a majority of the securities of the Corporation present or represented by
proxy at the meeting shall be cast in favor of its approval.
(g) The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be granted without
shareholder approval if such approval is necessary to comply with any
applicable tax laws or regulatory requirement.
(h) Options may not be granted under the Plan after the tenth
anniversary of the effective date of the Plan, but then outstanding Options
may extend beyond such date.
(i) To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Missouri.
A-6
Exhibit B
FULTON BANCORP, INC.
1997 MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
SECTION 1. PURPOSE AND ADOPTION OF THE PLAN
1.01 PURPOSE. The purpose of the Fulton Bancorp, Inc. Management
Recognition and Development Plan is to assist the Corporation and its
subsidiaries in attracting, retaining and motivating key management employees
and non-employee directors who will contribute to the Corporation's success.
The Plan is intended to recognize the contributions of key management
personnel to the success of the Corporation and its subsidiaries, to link the
benefits paid to eligible employees and directors who have substantial
responsibility for the successful operation, administration and management of
the Corporation with the enhancement of shareholder value and to provide
eligible employees and directors with an opportunity to acquire a greater
proprietary interest in the Corporation through the grant of restricted shares
of Stock which, in accordance with the terms and conditions set forth below,
will vest only if the employees meet the vesting criteria established by the
Board and this Plan.
1.02 ADOPTION AND EFFECTIVE DATE. The Plan shall be effective upon
approval by the Corporation's shareholders at the 1997 annual meeting of
shareholders. The Plan will be so approved if at such meeting a quorum is
present and the votes of the holders of a majority of the securities of the
Corporation present or represented by proxy at the annual meeting shall be
cast in favor of its approval.
SECTION 2. DEFINITIONS
For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:
AWARD AGREEMENT means a written agreement between the Corporation and a
Participant specifically setting forth the terms and conditions of an award of
Restricted Stock granted to a Participant pursuant to Section 5 of the Plan.
BANK means Fulton Savings Bank, FSB, Fulton, Missouri.
BOARD means the Board of Directors of the Corporation.
CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the common stock of the
Corporation or the Bank pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly,
of securities of the Corporation or Bank representing twenty- five percent
(25%) or more of the combined voting power of the Corporation's or the Bank's
then outstanding securities, (c) the membership of the board of directors of
the Corporation or the Bank changes as the result of a contested election,
such that individuals who were directors at the beginning of any twenty-four
(24) month period (whether commencing before or after the date of adoption of
this Plan) do not constitute a majority of the Board at the end of such
period, or (d) shareholders of the Corporation or the Bank approve a merger,
consolidation, sale or disposition of all or substantially all of the
Corporation's or the Bank's assets or a plan of partial or complete
liquidation. If any of the events enumerated in clauses (a) - (d) occur, the
Board shall determine the effective date of the change in control resulting
therefrom.
CORPORATION means Fulton Bancorp, Inc., a Delaware corporation, and its
successors.
DATE OF GRANT means the date as of which an award of Restricted Stock is
granted in accordance with Section 5.
DIRECTOR means a member of the Board of Directors of the Corporation who
is not also an employee of the Corporation or its subsidiaries.
B-1
DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability. The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.
EFFECTIVE DATE means the date as of which the Plan shall become
effective, as determined in accordance with Section 1.02.
EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
FAIR MARKET VALUE shall be determined as follows:
(a) If the stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange at the time of grant of the award, then the Fair
Market Value shall be the average of the highest and lowest selling price on
such exchange on the date such award is granted or, if there were no sales on
such date, then on the next prior business day on which there was a sale.
(b) If the stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.
PARTICIPANT means any person selected by the Board, pursuant to Section
3.02, to participate under the Plan.
PLAN means this Fulton Bancorp, Inc. 1997 Management Recognition and
Development Plan, as the same may be amended from time to time.
RESTRICTED STOCK means shares of Stock awarded to a Participant subject
to restrictions as described in Section 5.
STOCK means the common stock, par value $0.01 per share, of the
Corporation.
SECTION 3. ADMINISTRATION AND PARTICIPATION
3.01 ADMINISTRATION. The Plan shall be administered by the Board which
shall have exclusive and final authority and discretion in each determination,
interpretation or other action affecting the Plan and its Participants. The
Board shall have the sole and absolute authority and discretion to interpret
the Plan, to establish and modify administrative rules for the Plan, to
select, in accordance with Section 3.02, the persons who will be Participants
hereunder, to impose, in accordance with Section 5.01, such conditions and
restrictions as it determines appropriate and to take such other actions and
make such other determinations in connection with the Plan as it may deem
necessary or advisable.
3.02 DESIGNATION OF PARTICIPANTS. Participants in the Plan shall be
such employees of the Corporation and its subsidiaries or Directors as the
Board, in its sole discretion, may designate. The Board shall consider such
factors as it deems pertinent in selecting Participants.
SECTION 4. STOCK ISSUABLE UNDER THE PLAN
4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments as
provided in Section 6.03, the maximum number of shares of Stock available for
issuance under the Plan shall be 68,770. The Stock to be offered under the
Plan shall be authorized and unissued Stock, Stock which shall have been
reacquired by the Corporation and held in its treasury, or Stock held in a
trust established by the Corporation for the purpose of
B-2
funding awards under the Plan with shares acquired on the open market with
funds contributed by the Corporation or the Bank.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock forfeited as
provided in Section 5.02 may again be issued under the Plan.
SECTION 5. RESTRICTED STOCK
5.01 RESTRICTED STOCK AWARDS. Subject to the terms of this Plan, the
Board may grant to any Participant an award of Restricted Stock in respect of
such number of shares of Stock, and subject to such terms and conditions
relating to forfeitability and restrictions on delivery and transfer (whether
based on performance standards, periods of service or otherwise), as the Board
shall determine in its sole discretion. The terms of all such Restricted
Stock awards shall be set forth in an Award Agreement between the Corporation
and the Participant which shall contain such provisions, not inconsistent with
this Plan, as shall be determined by the Board.
(a) ISSUANCE OF RESTRICTED STOCK. As soon as practicable after the Date
of Grant of Restricted Stock, the Corporation shall cause to be transferred on
the books of the Corporation shares of Stock, registered on behalf of the
Participant, evidencing such Restricted Stock, but subject to forfeiture to
the Corporation retroactive to the Date of Grant if an Award Agreement
delivered to the Participant by the Corporation with respect to the Restricted
Stock is not duly executed by the Participant and timely returned to the
Corporation. Unless the Board determines otherwise, until the lapse or
release of all restrictions applicable to an award of Restricted Stock, the
stock certificates representing such Restricted Stock shall be held in custody
by the Corporation or its designee. Notwithstanding the foregoing, the
Corporation may, in its sole discretion, establish a trust for the purpose of
holding Restricted Stock awarded pursuant to this Plan. In the event that a
trust is established, the Corporation may elect to hold any or all shares of
Stock subject to awards in the name of the trust for the benefit of the
Participant and subject to the forfeiture conditions applicable to the award.
(b) SHAREHOLDER RIGHTS. Beginning on the Date of Grant of the
Restricted Stock and subject to execution of the Award Agreement as provided
in Section 5.01(a), the Participant shall become a shareholder of the
Corporation with respect to all Stock subject to the Award Agreement and shall
have all of the rights of a shareholder, including, but not limited to, the
right to vote such Stock and the right to receive dividends and other
distributions paid with respect to such Stock; provided, however, that any
Stock distributed as a dividend or otherwise with respect to any Restricted
Stock as to which the restrictions have not yet lapsed shall be subject to the
same restrictions as such Restricted Stock and shall be held as prescribed in
Section 5.01(a). Cash dividends paid with respect to Restricted Stock shall
be held by the Corporation in escrow until such time as the Participant vests
in such shares. The Corporation may credit a reasonable rate of interest to
such cash dividends prior to distribution.
(c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Stock may be
assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse or
release of the restrictions applicable thereto.
(d) DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS. Upon expiration or
earlier termination of the forfeiture period without a forfeiture, and the
satisfaction of or release from any other conditions prescribed by the Board,
the restrictions applicable to the Restricted Stock shall lapse. As promptly
as administratively feasible thereafter, subject to the requirements of
Section 6.02, the Corporation shall deliver to the Participant or, in case of
the Participant's death, to the Participant's legal representatives, one or
more stock certificates for the appropriate number of shares of Stock, free of
all such restrictions, except for any restrictions that may be imposed by law.
5.02 TERMS OF RESTRICTED STOCK; FORFEITURE OF RESTRICTED STOCK. All
Restricted Stock shall be forfeited and returned to the Corporation and all
rights of the Participant with respect to such Restricted Stock shall cease
and terminate in their entirety if during the forfeiture period the employment
or service as a Director of the Participant with the Corporation and its
subsidiaries terminates for any reason. Subject to the
B-3
terms of the Plan, the Board, in its sole discretion, shall establish the
forfeiture period for each grant of Restricted Stock, and may provide for the
forfeiture period to lapse in installments. Notwithstanding the foregoing,
upon the termination of a Participant's employment by reason of death or
Disability, all forfeiture restrictions imposed on Restricted Stock shall
immediately and fully lapse. In addition, upon the occurrence of a Change in
Control, all forfeiture restrictions imposed on Restricted Stock shall
immediately and fully lapse.
SECTION 6. MISCELLANEOUS
6.01 LIMITATIONS ON TRANSFER. The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the
laws of descent and distribution. During the lifetime of a Participant, only
the Participant personally may exercise rights under the Plan.
6.02 TAXES. The Corporation shall be entitled to withhold (or secure
payment from the Participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any Stock issuable under this Plan, or with
respect to any income recognized upon the lapse of restrictions applicable to
Restricted Stock and the Corporation may defer issuance of Stock hereunder
until and unless indemnified to its satisfaction against any liability for any
such tax. The amount of such withholding or tax payment shall be determined
by the Board or its delegate and shall be payable by the Participant at such
time as the Board determines. Such withholding obligation may be satisfied
by, without limitation, the payment of cash by the Participant to the
Corporation, the tendering of previously acquired shares of Stock of the
Participant or the withholding, at the appropriate time, of shares of Stock
otherwise issuable to the Participant, in a number sufficient, based upon the
Fair Market Value of such Stock, to satisfy such tax withholding requirements.
The Board shall be authorized, in its sole discretion, to establish such rules
and procedures relating to any such withholding methods as it deems necessary
or appropriate, including, without limitation, rules and procedures relating
to elections by Participants who are subject to the provisions of Section 16
of the Exchange Act.
6.03 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The amount and kind of
Stock available for issuance under the Plan and the limit on the number of
shares of Stock in respect of which awards may be made to any Participant in
any calendar year shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan. The Board shall have the power and sole discretion to
determine the nature and amount of the adjustment, if any, to be made pursuant
to this Section 6.03.
6.04 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee or other
person shall have any claim of right to be permitted to participate or be
granted an award under this Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation.
6.05 GOVERNING LAW. The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of
Missouri other than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.
6.06 CAPTIONS. The captions (i.e., all Section and subsection headings)
used in the Plan are for convenience only, do not constitute a part of the
Plan, and shall not be deemed to limit, characterize or affect in any way any
provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions had been used in the Plan.
6.07 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Award
Agreement shall be held to be prohibited by or invalid under applicable law,
then (a) such provision shall be deemed amended to accomplish the objectives
of the provision as originally written to the fullest extent permitted by law
and (b) all other provisions of the Plan and every Award Agreement shall
remain in full force and effect.
B-4
6.08 LEGENDS. All certificates for Stock delivered under the Plan shall
be subject to such transfer restrictions set forth in the Plan and such other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed and any applicable federal or
state securities law, and the Board may cause a legend or legends to be
endorsed on any such certificates making appropriate references to such
restrictions.
6.09 AMENDMENT AND TERMINATION.
(a) AMENDMENT. Subject to applicable law and regulations, the Board
shall have complete power and authority to amend the Plan at any time it is
deemed necessary or appropriate; provided, however, that no amendment shall be
made without shareholder approval if such approval is necessary for the
Corporation to comply with an applicable tax law or regulatory requirement.
No termination or amendment of the Plan may, without the consent of the
Participant to whom any award shall theretofore have been granted under the
Plan, adversely affect the right of such individual under such award.
(b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. Unless sooner terminated by action of the
Board, the Plan shall automatically terminate, without further action of the
Board or the Corporation's shareholders, on the tenth anniversary of the
Effective Date. No award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of the
Plan shall continue in effect in accordance with its terms as if the Plan has
not terminated.
B-5
REVOCABLE PROXY
FULTON BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
October 23, 1997
The undersigned hereby appoints Kermit D. Gohring, Clifford E. Hamilton,
Jr. and Billy M. Conner of the Board of Directors of Fulton Bancorp, Inc. (the
"Company") with full powers of substitution to act as attorneys and proxies
for the undersigned, to vote all shares of Common Stock of the Company which
the undersigned is entitled to vote at the Annual Meeting of Shareholders, to
be held at the Company's main office at 410 Market Street, Fulton, Missouri,
on Thursday, October 23, 1997, at 10:00 a.m., local time, and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of the nominees
listed below (except as marked to the
contrary below). [ ] [ ]
Richard W. Gohring
Dennis J. Adrian
INSTRUCTIONS: To withhold your vote
for any individual nominee, write the
nominee's name on the line below.
----------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The adoption of the Fulton
Bancorp, Inc. 1997
Stock Option Plan. [ ] [ ] [ ]
3. The adoption of the Fulton
Bancorp, Inc. 1997 Management
Recognition and Development Plan. [ ] [ ] [ ]
4. In their discretion, upon such other matters
as may properly come before the meeting.
The Board of Directors recommends a vote "FOR" the listed propositions.
This proxy also provides voting instructions to the Trustees of the Fulton
Savings Bank, FSB Employee Stock Ownership Plan for participants with shares
allocated to their accounts.
This proxy will be voted as directed, but if no instructions are specified
this proxy will be voted for the propositions stated. If any other business
is presented at the Annual Meeting, this proxy will be voted by the Board of
Directors in its best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Annual Meeting. This proxy
also confers discretionary authority on the Board of Directors to vote with
respect to the election of any person as director where the nominees are
unable to serve or for good cause will not serve and matters incident to the
conduct of the Annual Meeting.
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
Company at the Annual Meeting of the shareholder'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 Company prior to the
execution of this proxy of the Notice of Annual Meeting of Shareholders, a
Proxy Statement dated September 23, 1997 and the 1997 Annual Report to
Shareholders.
Dated: , 1997
--------------------
- ----------------------------- -----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ----------------------------- -----------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on the enclosed card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.