SCHEDULE 14-A INFORMATION
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 ss.240.14a-11(c) or ss.240.14a-12
Pathfinder Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
Alan Schick, Luse Lehman Gorman Pomerenk & Schick, PC
--------------------------------------------------------
(Name of Person(s) Filling 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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
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[ ] Fee previously paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<page>
March 29, 2002
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of
Pathfinder Bancorp, Inc. (the "Company"). The Annual Meeting will be held at the
Econolodge, 70 East Bridge Street, Oswego, New York at 10:00 a.m., Eastern Time,
on April 24, 2002.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the Annual Meeting we will also report
on the operations of the Company. Directors and officers of the Company, as well
as a representative of our independent auditors, will be present to respond to
any questions that shareholders may have.
The Annual Meeting is being held so that shareholders may consider the
election of directors and the ratification of the appointment of
PricewaterhouseCoopers, LLP as the Company's auditors for fiscal year 2002.
For the reasons set forth in the Proxy Statement, the Board of Directors
unanimously recommends a vote "FOR" the election of directors and the
ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's
auditors.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card as soon as possible, even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to attend the meeting.
Your vote is important, regardless of the number of shares that you own.
Sincerely,
/s/ Thomas W. Schnieder
- -----------------------
Thomas W. Schneider
President and Chief Executive Officer
Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 24, 2002
Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc.,
(the "Company") will be held at the Econolodge, 70 East First Street, Oswego,
New York on April 24, 2002 at 10:00 a.m., Eastern Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of four Directors to the Board of Directors;
2. The ratification of the appointment of PricewaterhouseCoopers, LLP as
auditors for the Company for the fiscal year ending December 31, 2002; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Shareholders of record at the close of business on March 15,
2002, are the shareholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Melissa A. Miller
--------------------------
Melissa A. Miller
Secretary
March 29, 2002
IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS -- REQUIRED IF MAILED WITHIN THE UNITED STATES.
PROXY STATEMENT
Pathfinder Bancorp, Inc.
214 West First Street
Oswego, New York 13126
(315) 343-0057
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Pathfinder Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), which will be held at the Econolodge, 70 East First Street,
Oswego, New York on April 24, 2002, at 10:00 a.m., Eastern Time, and all
adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of
Shareholders and this Proxy Statement are first being mailed to shareholders on
or about March 29, 2002.
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REVOCATION OF PROXIES
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Shareholders who sign the proxies we are soliciting will retain the right
to revoke them in the manner described below. Unless so revoked, the shares
represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement. If any other matters are properly
brought before the Annual Meeting the persons named in the accompanying proxy
will vote the shares represented by such proxies on such matters in such manner
as shall be determined by a majority of the Board of Directors.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above, by delivering to the
Company a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person. The presence at the Annual Meeting of any
shareholder who had returned a proxy will not revoke the proxy unless the
shareholder delivers his or her ballot in person at the Annual Meeting or
delivers a written revocation to the Secretary of the Company prior to the
voting of the proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company's common stock, par value $0.01 per share
(the "Common Stock") as of the close of business on March 15, 2002 (the "Record
Date") are entitled to one vote for each share they own. As of the Record Date,
the Company had 2,894,220 shares of Common Stock issued and 2,598,547 shares of
Common Stock outstanding of which 1,583,239 were held by Pathfinder Bancorp,
M.H.C. (the "Mutual Holding Company"), and 1,015,308 of which were held by
shareholders other than the Mutual Holding Company ("Minority Shareholders").
The presence in person or by proxy of a majority of the outstanding shares of
Common Stock entitled to vote is necessary to constitute a quorum at the Annual
Meeting. Directors are elected by a plurality of votes cast, without regard to
either broker non-votes, or proxies as to which the authority to vote for the
nominees being proposed is withheld. The affirmative vote of holders of a
majority of the total votes present at the Annual Meeting in person or by proxy
is required for ratification of PricewaterhouseCoopers, LLP as the Company's
auditors.
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors individually, by executive officers individually, by executive
officers and Directors as a group and by each person who was the beneficial
owner of more than five percent of the Company's outstanding shares of Common
Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) (4) Outstanding
----------------------- ------------------- --------------------
Directors and Officers (2):
Chris C. Gagas 88,709 (5) 3.4%
Thomas W. Schneider 9,285 (6) 0.4
Chris R. Burritt 8,550 (7) 0.3
George P. Joyce 1,775 0.1
Raymond W. Jung 16,384 0.6
Bruce E. Manwaring 15,565 0.6
L. William Nelson, Jr. 27,250 (8) 1.1
Janette Resnick 9,100 (9) 0.4
Corte J. Spencer 14,500 (10) 0.6
Steven W. Thomas 7,825 0.3
W. David Schermerhorn 7,144 (11) 0.3
James A. Dowd 7,483 (12) 0.3
Gregory L. Mills 4,241 (13) 0.2
Melissa A. Miller 4,822 (14) 0.2
Edward A. Mervine 150 0.0
All Directors and Executive Officers 222,783 8.6
as a Group (15 persons) (3)
Principal Shareholders:
Pathfinder Bancorp, M.H.C. (3) 1,583,239 60.9
214 West First Street
Oswego, New York 13126
Pathfinder Bancorp, M.H.C. 1,792,031 69.0
and all Trustees and Executive Officers
of Pathfinder Bancorp, MHC as a group (11 persons)
Pathfinder Bank (4) 92,574 3.6
Employee Stock Ownership Plan
214 West First Street
Oswego, New York 13126
Jewelcor Management Consulting Corp. 160,014 (15) 6.2
100 N. Wilkes-Barre Boulevard
Wilkes-Barre, Pennsylvania 18702
- ---------------------------
(1) A person is deemed to be the beneficial owner for purposes of this table,
of any shares of Common Stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares. Includes all shares held directly as well as by spouses and minor
children, in trust and other indirect ownership, over which shares the
named individuals effectively exercise sole or shared voting and investment
power. Unless otherwise indicated, the named individual has sole voting and
investment power.
(2) The mailing address for each person listed is 214 West First Street,
Oswego, New York 13126.
(3) Seven of the Company's directors are also trustees of the Mutual Holding
Company. Four of the Company's executive officers are also executive
officers of the Mutual Holding Company. (footnotes continued on next page)
2
(4) Includes 92,574 shares, of which 29,346 are unallocated and as to which the
Employee Stock Ownership Plan (the "ESOP") trustee has sole voting and
investment power and 63,228 of which are allocated and as to which the ESOP
trustee has shared voting and sole investment power.
(5) Mr. Gagas has sole voting and investment power over 86,708 shares and
shared voting and investment power over 2,001 shares. Also includes 30,000
shares underlying options which are exercisable within 60 days from the
record date.
(6) Mr. Schneider has sole voting and investment power over 9,285 shares and
shared voting and investment power over 300 shares. Also includes 2,483
shares underlying options which are exercisable within 60 days from the
record date.
(7) Mr. Burritt has sole voting and investment power over 8,400 shares and
shared voting and investment power over 150 shares. Also includes 4,983
shares underlying options which are exercisable within 60 days from the
record date.
(8) Mr. Nelson has sole voting and investment power over 8,770 shares and
shared voting and investment power over 18,480 shares. Also includes 4,983
shares underlying options which are exercisable within 60 days from the
record date.
(9) Ms. Resnick has sole voting power over 8,800 shares and shared voting and
investment power over 300 shares. Also includes 3,733 shares underlying
options which are exercisable within 60 days of the record date.
(10) Mr. Spencer has sole voting and investment power over 14,200 shares and
shared voting and investment power over 300 shares. Also includes 4,983
shares underlying options which are exercisable within 60 days of the
record date.
(11) Mr. Schermerhorn has sole voting and investment power over all shares
reported. Also includes 983 shares underlying options which are exercisable
within 60 days from the record date.
(12) Mr. Dowd has sole voting and investment power over all shares reported.
Also includes 483 shares underlying options which are exercisable within 60
days from the record date.
(13) Mr. Mills has sole voting and investment power over 4,241 shares and shared
voting and investment power over 40 shares. Also includes 483 shares
underlying options which are exercisable within 60 days from the record
date.
(14) Ms. Miller has sole voting and investment power over all shares reported.
Also includes1,983 shares underlying options which are exercisable within
60 days from the record date.
(15) According to the most recent Amendment (No. 14) to Schedule 13D filed with
the SEC on January 11, 2002, Jewelcor Management Consulting Corp. has sole
voting and dispositive power over 160,014 shares or (6.2%) of the Company's
outstanding Common Stock. On November 28, 2001, the Company and its Board
of Directors were named as defendants in Jewelcor Management, Inc.
("Jewelcor") v. Pathfinder Bancorp, Inc., et al. This action was filed in
the United States District Court, Northern District. In its complaint,
Jewelcor alleges that the Company's directors breached their fiduciary
duties to the Company by failing to consider an offer from Fulton Savings
Bank for the sale of the Company. Jewelcor is seeking damages in excess of
$1 million, punitive damages in excess of $10 million and equitable relief.
Management and the Board of Directors of the Company have carefully
reviewed Jewelcor's complaint and believes that it is without merit.
The Company intends to vigorously defend against the proceeding and expects
to prevail upon the merits.
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PROPOSAL 1--ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of ten members. The
Company's bylaws provide that approximately one-third of the Directors are to be
elected annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been elected
and shall qualify. Four Directors will be elected at the Annual Meeting to serve
for a three-year period and until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated to serve as
Directors, Chris C. Gagas, Thomas W. Schneider, Chris R. Burritt and Raymond W.
Jung who are currently members of the Board of Directors.
The table below sets forth certain information regarding the composition of
the Company's Board of Directors, including the terms of office of Board
members. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Annual Meeting for the election of the nominees
identified below. If the nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why any of the nominees would be unable to serve if elected. Except as
indicated herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.
3
Position Director Current Term
Name (1) Age Held Since (2) to Expire
-------- --- ---- --------- ---------
NOMINEES
Chris C. Gagas 71 Chairman of the Board 1966 2002
Thomas W. Schneider 40 President, CEO 2001 2002
Chris R. Burritt 49 Director 1986 2002
Raymond W. Jung 72 Director 1978 2002
DIRECTORS CONTINUING IN OFFICE
Bruce E. Manwaring 61 Director 1984 2003
L. William Nelson, Jr. 58 Director 1986 2003
George P. Joyce 51 Director 2000 2003
Steven W. Thomas 40 Director 2000 2004
Corte J. Spencer 59 Director 1984 2004
Janette Resnick 60 Director 1996 2004
(1) The mailing address for each person listed is 214 West First Street,
Oswego, New York 13126. Each of the persons listed, with the exception of
Messrs. Joyce, Schneider and Thomas, is also a Trustee of Pathfinder
Bancorp, M.H.C., which owns the majority of the Company's issued and
outstanding shares of Common Stock. Information regarding the Common Stock
beneficially owned by each director is set forth under "Voting Securities
and Principal Holders Thereof".
(2) Dates prior to 1995 reflect initial appointment to the Board of Trustees of
the mutual predecessor to Pathfinder Bank.
The principal occupation during the past five years of each Director and
Executive Officer is set forth below. All Directors and Executive Officers have
held their present positions for five years unless otherwise stated.
Chris C. Gagas is Chairman of the Company, and its principal subsidiary,
Pathfinder Bank ( the"Bank"). Until his retirement on January 14, 2000, Mr.
Gagas was also President and Chief Executive Officer of the Company and the
Bank. Mr. Gagas had served as an officer of the Company since 1986.
Chris R. Burritt is the president and general manager of R.M. Burritt
Motors, Inc./Chris Cross, Inc., an automobile dealership located in Oswego, New
York.
Raymond W. Jung is retired. Previously Mr. Jung was the owner of Raymond's
Jewelers in Oswego, New York.
Bruce E. Manwaring is the Chamberlain for the City of Oswego. Prior to his
appointment in 1999, Mr. Manwaring was the owner of Oswego Printing Co. located
in Oswego, New York.
L. William Nelson, Jr. is the owner and manager of Nelson Funeral Home
located in Oswego, New York.
Steven W. Thomas is a licensed real estate broker and a developer. Mr.
Thomas owns and operates three Dunkin Donuts franchises and two hotels in Oswego
County. Mr. Thomas additionally is involved in numerous commercial development
projects in Oswego County and operates a number of businesses within central New
York.
George P. Joyce is the owner and operator of Laser Transit, Ltd., Lacona,
NY, a key Central New York logistics services provider. Mr. Joyce is also the
general manager of Oswego Warehousing, Inc., Oswego, NY.
Janette Resnick is the Executive Director of Oswego County Opportunities, a
private, not for profit human services agency located in Oswego and Fulton, New
York.
4
Corte J. Spencer is the Chief Executive Officer and Administrator of Oswego
Hospital and the managing director of Oswego Health, Inc. located in Oswego, New
York.
Executive Officers of the Company who are Directors
Thomas W. Schneider is the President and Chief Executive Officer of the
Company and the Bank. Prior to his appointment as President in 2000, Mr.
Schneider was the Executive Vice President and Chief Financial Officer of the
Company and the Bank.
Executive Officers of the Company who are not Directors
W. David Schermerhorn is Executive Vice President and the Senior Loan
Officer of the Company and the Bank. Mr. Schermerhorn is responsible for the
credit administration, trust, and investment services.
James A. Dowd, CPA is a Vice President, Chief Financial Officer and Trust
Officer of the Company and the Bank. Mr. Dowd is responsible for the accounting,
finance, trust and human resources departments.
Gregory L. Mills is a Vice President of the Company and the Bank. Mr. Mills
is responsible for branch administration, marketing and security.
Melissa A. Miller is a Vice President and the Corporate Secretary of the
Company and the Bank. Ms. Miller is responsible for deposit operations,
compliance, and information services.
Edward A. Mervine, Esq. is Vice President and General Counsel for the
Company and the Bank. Prior to joining the Company, Mr. Mervine was a partner in
the law firm of Bond Schoeneck & King, LLP.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement or Annual Report on Form 10-K of the
failure of an officer, director or 10% beneficial owner of the Company's Common
Stock to file a Form 3, 4, or 5 on a timely basis. All of the Company's officers
and directors filed these reports on a timely basis.
Meetings and Committees of the Board of Directors
The business of the Board of Directors is conducted through meetings and
activities of the Board and its committees. During the year ended December 31,
2001, the Board of Directors held 85 regular and special meetings. During the
year ended December 31, 2001, no director attended fewer than 85% percent of the
total meetings of the Board of Directors and committees on which such director
served.
The Human Resources Committee meets periodically to review the performance
of officers and employees and to determine compensation programs and
adjustments. The entire Board of Directors ratifies the recommendations of the
Human Resources Committee. In the year ending December 31, 2001, the Human
Resources Committee consisted of directors Gagas, Spencer, Manwaring and Nelson.
The Human Resources Committee met two times during the year ended December 31,
2001.
5
The Nominating Committee meets once a year to nominate Directors to fulfill
the terms of the upcoming year. In the year ended December 31, 2001, the
nominating committee was comprised of Directors Joyce, Jung, Nelson and Thomas.
The Audit Committee consists of directors Jung, Resnick, Spencer, Nelson
and Manwaring. The Audit Committee meets on a quarterly basis with the internal
auditor to review audit programs and the results of audits of specific areas as
well as other regulatory compliance issues. In addition, the Audit Committee
meets with the independent auditors to review the results of the annual audit
and other related matters. Each member of the Audit Committee is "independent"
as defined in the listing standards of the National Association of Securities
Dealers. The Company's Board of Directors has adopted a written charter for the
Audit Committee. The Audit Committee met four times during the year ended
December 31, 2001.
Audit Committee Report
The Company appointed PricewaterhouseCoopers, LLP ("PwC") as auditors for
the fiscal year ended December 31, 2001. The following is a discussion of fees
related to services provided by PwC to the Company:
Audit Fees
Aggregate fees billed for PwC's audit of the Company's 2001 annual
financial statements and Form 10-Q filings were $61,137.
All Other Fees
Aggregate fees billed for other services rendered by PwC for the Company
during the fiscal year ended December 31, 2001 were as follows:
Recurring and non-recurring tax services $21,966
Actuarial service 8,000
In accordance with rules recently established by the SEC, the Audit
Committee has prepared the following report for inclusion in this proxy
statement:
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended
December 31, 2001;
o Discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended;
o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent auditors
their independence; and
o Considered the compatibility of non-audit services described
above with maintaining auditor independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001.
This report has been provided by the Audit
Committee:
Messrs, Jung, Resnick, Spencer, Manwaring, and Nelson.
------------------
6
Performance Graph
Set forth hereunder is a performance graph comparing (a) the total return
on the Common Stock for the period beginning on January 1, 1997 through December
31, 2001, (b) the cumulative total return on stocks included in the Nasdaq
Composite Index over such period, and (c) the yearly cumulative total return on
stocks included in the SNL Thrift Index over such period. The cumulative total
return on the Common Stock was computed assuming the reinvestment of cash
dividends during the fiscal year. Pathfinder Bancorp, Inc.
[GRAPHIC OMITTED]
Period Ending
INDEX 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
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Pathfinder Bancorp, Inc. 100.00 324.74 149.42 148.84 108.34 238.13
NASDAQ - Total US 100.00 122.48 172.68 320.89 193.01 153.15
SNL Thrift Index 100.00 170.16 149.66 122.25 195.21 208.65
There can be no assurance that the Common Stock's performance will continue
in the future with the same or similar trend depicted in the graph. The Company
will not make or endorse any predictions as to future stock performance.
Personnel Committee Interlocks and Insider Participation
The full Board of Directors of the Company determines the salaries to be
paid each year to the executive officers of the Company.
7
Report of the Board of Directors on Executive Compensation
Under SEC rules, the Company is required to disclose certain data and
information regarding compensation and benefits of its Chief Executive Officer
and other executive officers. The disclosure includes the use of tables and a
report explaining the rationale for and considerations that led to fundamental
executive compensation decisions affecting these individuals. In fulfilling of
this requirement, the Board of Directors of the Company has prepared the
following report for inclusion in this proxy statement.
The Board of Directors annually reviews the performance of the Chief
Executive Officer and other executive officers and approves changes to base
compensation as well as the amount of any bonus to be awarded. In determining
whether the base salary of an officer should be increased, the Board of
Directors takes into account individual performance, performance of the Company
and information regarding compensation paid to executives of peer group
institutions made to executives performing similar duties for financial
institutions in the Bank's market area.
While the Board of Directors does not use strict numerical formulas to
determine changes in compensation for the Chief Executive Officer and Vice
Presidents, and while it weighs a variety of different factors in its
deliberations, it has emphasized and will continue to emphasize earnings,
profitability, earnings contribution to capital, capital strength, asset
quality, and return on tangible equity as factors in setting the compensation of
the Chief Executive Officer and senior officers. Non-quantitative factors
considered by the Board of Directors in fiscal 2001 included general management
oversight of the Company, the quality of communication with the Board of
Directors, and the productivity of employees. Finally, the Board of Directors
considered the standing of the Company with customers and the community, as
evidenced by customer and community complaints and compliments. While the Board
of Directors considered each of the quantitative and non-quantitative factors
described above, such factors were not assigned a specific weight in evaluating
the performance of the Chief Executive Officer and Vice Presidents.
The Board of Directors approved salary increases totaling $48,000 for the
Company's and Bank's five executive officers including Mr. Schneider. Mr.
Schneider does not participate in the Board of Director's consideration of his
compensation. As a result of the various personnel changes, the Board approved
an increase in Mr. Schneider's base salary to $120,000 per annum. The 2001 total
base compensation for all executive officers was $480,000, as compared to
$400,000 in 2000 for the compensation of eight executive officers.
This has been provided by the Board of Directors: Chris C. Gagas, Thomas W.
Schneider, Chris R. Burritt, George P. Joyce, Raymond W. Jung, Bruce E.
Manwaring, L. William Nelson, Jr., Janette Resnick, Corte J. Spencer and Stephen
W. Thomas.
Directors' Compensation
Each non-employee director receives an annual retainer fee of $9,000, a
meeting fee of $500 for each Board meeting attended and $300 for each committee
meeting attended. Employee directors do not receive monthly meeting fees. The
Bank paid a total of $149,000 in director fees during the year ending December
31, 2001.
8
Executive Compensation
The following table sets forth for the year ended December 31, 2001,
certain information as to the total remuneration paid by the Company to Mr.
Schneider, the Company's chief executive officer. No other officer of the
Company received cash compensation exceeding $100,000 in 2001.
SUMMARY COMPENSATION TABLE
==========================================================================================================================
Annual Compensation Long-Term Compensation
Awards
Fiscal
Years Other Restricted
Ended Annual Stock Options/ All Other
Name and December Salary Bonus Compensation Award(s) SARs Compensation
Principal Position (1) 31 ($)(2) ($) ($)(3 ($)(4) (#)(5) Payouts ($)(3)
Thomas W. Schneider 2001 $135,000 $4,300 -- $-- 983 -- $ 8,778
President and Chief 2000 $120,000 -- -- $ 2,718 1,000 -- $ 5,367
Executive Officer
====================== =========== =========== ========== ============== =========== ========== ==========================
(1) No other executive officer received salary and bonuses that in the
aggregate exceeded $100,000.
(2) Includes compensation deferred at the election of the named individual
under the Company's cafeteria plan.
(3) The aggregate amount of such benefits did not exceed the lesser of $50,000
or 10% of cash compensation for the named individuals.
(4) Amount represents compensation associated with the vested portion of stock
awards granted under the Management Recognition and Retention Plan.
(5) Amount represents the vested portion of option shares granted under the
Stock Option Plan.
(6) Includes 666 shares allocated to Mr. Schneider under the Company's Stock
Ownership Plan.
Benefits
Medical and Life Insurance and Educational Assistance. The Company provides
full-time employees with medical and life and accidental death and dismemberment
insurance. In addition, the Company maintains a "cafeteria plan" for employees,
which permits qualifying employees to allocate a portion of their compensation,
on a pre-tax basis, for the payment of medical, dental and dependent care
expenses as well as the payment of certain insurance premiums. The Company also
offers educational assistance to full-time employees who have worked for the
Company for at least one year and who desire to take courses at any accredited
school of learning. The Company also provides long-term disability income
insurance for all employees equal to the lesser of $6,000 per month or 60% of
the employee's basic monthly earnings.
Defined Benefit Plan. The Company maintains a tax-qualified noncontributory
defined benefit plan ("Retirement Plan"). All salaried employees age 21 or older
who have worked for the Company for at least one year and have been credited
with 1,000 or more hours of employment with the Company during the year are
eligible to accrue benefits under the Retirement Plan. The Company contributes
annually to the Retirement Plan an amount necessary to satisfy the actuarially
determined minimum funding requirements in accordance with the Employee
Retirement Income Security Act of 1974 ("ERISA").
At the normal retirement age of 65 the plan is designed to provide a life
annuity. The retirement benefit provided is equal to 2% of a participant's
average monthly compensation based on the average of the three consecutive years
during the last 10 years of employment which provides the highest monthly
average compensation multiplied by the participant's years of credited service
(not to exceed 30 years) to the normal retirement date. Retirement benefits also
are payable upon retirement due to early and late retirement. Benefits also are
paid from the Retirement Plan upon a Participant's disability or death. A
reduced benefit is payable upon early retirement at or after age 60, or the
completion of 30 years of service with the Company. Upon termination of
employment other than as specified above, a participant who was employed by
9
the Company for a minimum of five years is eligible to receive his or her
accrued benefit reduced for early retirement or a deferred retirement benefit
commencing on such participant's normal retirement date. Benefits are payable in
various annuity forms. At December 31, 2001, the market value of the Retirement
Plan trust fund was approximately $2.6 million. For the plan year ended
September 30, 2001, the Company made no contribution to the Retirement Plan.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in plan year 2001,
expressed in the form of a single life annuity for the final average salary and
benefit service classification specified below.
YEARS OF BENEFIT SERVICE AT RETIREMENT
Final
Average Compensation 15 20 25 30
$25,000 $ 7,500 $10,000 $12,500 $ 15,000
$50,000 $15,000 $20,000 $25,000 $ 30,000
$75,000 $22,500 $30,000 $37,500 $ 45,000
$100,000 $30,000 $40,000 $50,000 $ 60,000
$125,000 $37,500 $50,000 $62,500 $ 75,000
- -------------------------------------- --------------------- ----------------- ------------------- -------------------
$170,000 (1) $51,000 $68,000 $85,000 $102,000
====================================== ===================== ================= =================== ===================
- ------------------------------------
(1) Under Section 401(a)(17) of the Code, the maximum amount of compensation
that may be taken into account under the Retirement Plan in the 2001 Plan
Year is $170,000.
As of December 31, 2001, Thomas W. Schneider had 13 years of credited
service (i.e., benefit service) under the Retirement Plan.
Employee Savings Plan. The Company maintains the Employee Savings Plan
which is a qualified, tax- exempt profit sharing plan with a cash or deferred
feature that is tax-qualified under Section 401(k) of the Internal Revenue Code
(the "401(k) Plan"). All employees who have attained age 21 and have completed
at least one year of employment during which they worked at least 1,000 hours
are eligible to participate.
Participants may contribute, and receive a deduction for, up to 15% of
compensation to the 401 (k) Plan. For these purposes, "compensation" includes
total compensation (including salary reduction contributions made under the
401(k) Plan or the flexible benefits plan sponsored by the Company), but does
not include compensation in excess of $160,000. The Company, in its discretion,
may match participants' salary reduction contributions based upon Company
profits for the current fiscal year. All employee contributions and earnings
thereon are fully and immediately vested. All employer matching contributions
vest at the rate of 20% per year beginning at the end of a participant's third
year of service with the Company until a participant is 100% vested after seven
years of service. Participants also will vest in employer matching contributions
when they reach the normal retirement age of 65 or later, or upon death or
disability regardless of years of service.
Plan benefits will be paid to each participant in a lump sum. At December
31, 2001, the market value of the 401(k) Plan trust fund was approximately
$1,178,000. For the plan year ended December 31, 2001, the Company made a
contribution in the amount of $52,000 to the 401(k) Plan Trust of which $1,349
was contributed on behalf of Mr. Schneider.
10
Executive Supplemental Retirement Income Master Agreement. The Company
maintains a non-tax-qualified executive supplemental retirement income master
agreement (the "Master Agreement") for qualifying executives of the Company. Two
executives and the Chairman of the Board are currently eligible to participate
in the Master Agreement. The Master Agreement provides a supplemental retirement
income benefit in an annual amount equal to highest average compensation
received by the executive during any 36 month period while employed by the
Company, multiplied by a wage replacement percentage designated in the
individual executive's joinder agreement, less the actual annual amount
available to the executive from the Company's other tax-qualified or
nonqualified plans. Benefits under the Master Agreement are payable to the
executive upon the benefit age designated in the individual executive's joinder
agreement. Benefits will be payable in monthly installments beginning on the
executive's benefit age and continuing for a period of months designated in the
individual executive's joinder agreement. Payments to an executive, or to his
beneficiary, may be made from the Master Agreement upon the executive's death,
total or permanent disability, or termination of service with the Company.
The Master Agreement is considered an unfunded plan for tax and ERISA
purposes. All obligations arising under the Master Agreement are payable from
the general assets of the Company. During the year ended December 31, 2001 a
contribution totaling $10,255 was made on behalf of Mr. Schneider.
Stock Option Plan. The Pathfinder Bank 1997 Stock Option Plan (the "Stock
Option Plan") authorizes the grant of stock options and limited rights to
purchase 132,251 shares of Common Stock. The Stock Option Plan authorizes grants
of (i) options intended to qualify as "incentive stock options," (ii) options
that do not qualify as incentive stock options ("non-statutory options") and
(iii) limited rights (described below) that are exercisable only upon a change
in control of the Bank (as defined). Non-employee directors are eligible to
receive only non-statutory options. 38,499 options were granted during the past
fiscal year with an exercise price of $8.34.
Grants may be made by the Board of Directors of the Bank or a stock
benefits committee, established by the Bank consisting of at least two
non-employee members of the Board of Directors (the "Stock Benefits Committee").
In granting options, the Stock Benefits Committee considers factors such as
salary, length of employment with the Bank, and the employee's overall
performance. To the extent shares are available under the Stock Option Plan,
each newly appointed non-employee director shall receive a stock option grant to
purchase 7,500 shares of Common Stock. All stock options are exercisable in six
equal annual installments beginning January 24, 1999 and continuing each
anniversary date thereafter; provided, however, that all options are 100%
exercisable in the event the optionee terminates his service due to normal
retirement, death or disability, or in the event of a change in control of the
Bank. All options must be exercised within 10 years from the date of grant.
Stock options may be exercised up to one year following termination of service
or such later period as determined by the Stock Benefits Committee. The exercise
price of all options is at least 100% of the fair market value of the underlying
Common Stock at the time of the grant. The weighted average option exercise
price is $7.18 per share. The exercise price may be paid in cash or Common
Stock. Common Stock issued in connection with the exercise of options may be
from treasury shares or authorized but unissued shares, in which case there will
be dilution of the Common Stock holdings of existing shareholders.
Incentive stock options may be granted only to employees of the Company or
the Bank. Non-employee directors will be granted non-statutory stock options. No
stock option granted in connection with the Stock Option Plan will be eligible
to be treated as an incentive stock option if it is exercised more than three
months after the date on which the optionee ceases to perform services for the
Company or the Bank, except that in the event of death or disability, a stock
option may be eligible to be treated as an incentive stock option if it is
exercised within one year; provided, however, that if an optionee ceases to
perform services for the Company or the Bank due to normal retirement or
following a change in control (as defined in the Stock Option Plan), any
incentive stock options exercised more than three months following the date the
optionee ceases to perform services will be treated as a non-statutory stock
option as described above.
Simultaneously with the grant of any stock option, the Committee may grant
a Dividend Equivalent Right with respect to all or some of the shares covered by
such stock option. The Dividend Equivalent Right provides the grantee with a
separate cash benefit equal to 100% of the amount of any extraordinary dividend
on shares of Common Stock
11
subject to a stock option. Under the terms of the Stock Option Plan, an
extraordinary dividend is any dividend paid on shares of Common Stock that
exceeds the Company's weighted average cost of interest bearing liabilities for
the current and preceding three quarters. Upon the payment of an extraordinary
dividend, Dividend Equivalent Right will receive at the time the related stock
option vests cash or some other payment as determined under the Stock Option
Plan, equal to 100% of the extraordinary dividend paid on shares of Common Stock
plus any earnings thereon, minus any tax withholding amounts. The Dividend
Equivalent Right is transferrable only when the underlying stock option is
transferable and under the same conditions.
On December 19, 2000, the Board of Directors and officers voluntarily
returned their unvested incentive stock options and non-statutory stock options
under the Pathfinder Bank 1997 Stock Option Plan. Accordingly, the options,
which would have been earned by participants in the years 2001 and 2002 will not
be vested. At December 31, 2000, the Stock Option Plan had 38,499 options
available for grant. The voluntary rescission of the unvested (undistributed)
portion of the 1997 stock option grants by officers and directors of the Company
will reduce expense charges under the plan by $121,000 in each of 2001 and 2002.
In July 2001, the Board approved the re-issuance of 38,499 stock options
remaining in the 1997 Stock Option Plan. The exercise price is equal to the
market value of the Company's shares at the date of grant ($8.335). The options
granted under the re-issuance will have a 10-year term with one-third vesting
upon grant date and the remaining vesting and becoming exercisable ratably over
a 2 year period.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
========================================================================================================================
Number of Securities
Shares Acquired Value Underlying Unexercised Value of Unexercised In-
Name Upon Exercise Realized Options at The-Money Options at
---- ------------- --------
Fiscal Year-End Fiscal Year-End(1)
Exercisable/Unexercisable Exercisable/Unexercisable
Thomas W. Schneider 1,500 $9,780 2,483/1,967 $14,693/$9,557
====================== ======================== ================ =========================== ==========================
(1) The options had no value since the aggregate exercise price of such options
was greater than the aggregate fair market value of the shares of common
stock that would be received upon exercise, assuming such exercise occurred
on December 31, 2001.
The Board of Directors may amend, suspend or terminate the Stock Option
Plan except that such amendments may not impair awards previously granted.
Shareholders of the Company must approve any amendment to the Stock Option Plan
that would increase the number of options, decrease an option exercise price,
extend the term of the Stock Option Plan or any option, or change the persons or
category of persons eligible to be granted options. The exercise of options will
have a dilutive effect on the ownership interests of existing shareholders.
Further, the exercise of options may render more difficult or discourage a
merger, tender offer or other takeover attempt even if such transaction or event
would be beneficial to shareholders generally, the assumption of control by a
holder of a large block of the Company's securities, a proxy contest or the
removal of incumbent management.
Recognition and Retention Plan. The Board of Directors of the Bank has
adopted the 1997 Recognition and Retention Plan (the "Recognition Plan") as a
method of providing certain employees and non-employee directors of the Bank
with a proprietary interest in the Company and the Bank and to provide these
individuals with an incentive to increase the value of the Company and the Bank.
Under the Recognition Plan, shares of Common Stock have been awarded in the
following amounts to Named Executive Officers, executive officers as a group,
non-employee directors, and employees as a group.
The Stock Benefits Committee, composed of the non-employee directors of the
Bank, administers the Recognition Plan, and makes awards to officers and
employees pursuant to the Recognition Plan. Awards to non- employee directors
are fixed by the terms of the Recognition Plan. Awards of Common Stock that have
not vested under the Recognition Plan ("Restricted Stock") are nontransferable
and nonassignable. Participants in the Recognition Plan become vested in
12
shares of Restricted Stock over a six-year period beginning on January 24, 1999;
provided, however, that the Stock Benefits Committee may accelerate or extend
the vesting rate on any awards made to officers and employees after the
effective date of the Recognition Plan. Awards to executive officers and outside
directors become fully vested upon termination of employment or service due to
normal retirement, death or disability, or following a termination of employment
or service in connection with a change in control (as defined therein) of the
Company or the Bank. Upon termination of employment or service for any other
reason, unvested shares are forfeited. When a participant's Restructured Stock
vests, the participant will recognize ordinary income equal to the fair market
value of the shares vested, unless the participant previously made an
irrevocable election to be taxed on the shares of Restricted Stock awarded to
him in the year of the award. The amount of income recognized by a participant
will be a deductible expense of the Company for Federal income tax purposes. A
participant is entitled to receive any cash dividends paid on the Restricted
Stock both before and after vesting of the Restricted Stock. Stock dividends
declared by the Company and paid on Restricted Stock that have not vested are
subject to the same restrictions as the Restricted Stock until such shares vest.
On December 19, 2000, the Board of Directors voluntarily returned their
unvested Restricted Stock Awards accepted under the Recognition Plan.
Accordingly, the shares, which would have been earned by participants in the
years 2001 and 2002, will not be issued and will be retained by the Recognition
Plan. At December 31, 2000 the Recognition Plan had 15,750 shares of Common
Stock available for grant.
As a result of the voluntary return of unvested shares by officers and
directors of the Company expense charges under the Recognition Plan will be
reduced by $82,500 in each of 2001 and 2002.
Transactions With Certain Related Persons
All transactions between the Company and its executive officers, directors,
holders of 10% or more of the shares of its Common Stock and affiliates thereof,
are on terms no less favorable to the Company than could have been obtained by
it in arm's-length negotiations with unaffiliated persons. Such transactions
must be approved by a majority of independent outside directors of the Company
not having any interest in the transaction.
- --------------------------------------------------------------------------------
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors of the Company has approved the engagement of
PricewaterhouseCoopers, LLP, to be the Company's auditors for the 2002 fiscal
year, subject to the ratification of the engagement by the Company's
shareholders. At the Annual Meeting, shareholders will consider and vote on the
ratification of the engagement of PricewaterhouseCoopers, LLP, for the Company's
fiscal year ending December 31, 2002. A representative of
PricewaterhouseCoopers, LLP, is expected to attend the Meeting to respond to
appropriate questions and to make a statement if he so desires.
In order to ratify the selection of PricewaterhouseCoopers, LLP, as the
auditors for the 2002 fiscal year, the proposal must receive at least a majority
of the votes cast, either in person or by proxy, in favor of such ratification.
The Board of Directors recommends a vote "FOR" the ratification of
PricewaterhouseCoopers, LLP, as auditors for the 2002 fiscal year.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such meeting must be received at the Company's executive office, 214 West
First Street, Oswego, New York 13126, no later than November 30, 2002. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934.
13
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Securities Exchange Act of 1934.
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company at least five (5) days before the
date fixed for such meeting. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
- --------------------------------------------------------------------------------
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 Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2001, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF
THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO MELISSA A. MILLER,
CORPORATE SECRETARY, PATHFINDER BANCORP, INC., 214 WEST FIRST STREET, OSWEGO,
NEW YORK 13126, OR CALL AT 315/343-0057.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Melissa A. Miller
===============================
Melissa A. Miller
Corporate Secretary
Oswego, New York
March 29, 2002
14
REVOCABLE PROXY
PATHFINDER BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 24, 2002
The undersigned hereby appoints the full Board of Directors, 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 a Annual Meeting of Stockholders ("Meeting") will be held at the
Econolodge, 70 East First Street, Oswego, New York on April 24, 2002 at 10:00
a.m., Eastern Time. The official proxy committee is authorized to cast all votes
to which the undersigned is entitled as follows:
1. The election as directors of all nominees listed below (except as marked to
the contrary below)
Chris C. Gagas FOR Vote
Thomas W. Schneider Withheld
Chris R. Burritt |-| |-|
Raymond W. Jung
INSTRUCTION: To withhold your vote
for one or more nominees, write the
name of the nominee(s)on the lines below.
--------------------------------
-------------------------------
2. Ratification of PricewaterhouseCoopers, FOR Against Abstain
LLP as independent auditors for the year
ended December 31, 2002. |-| |-| |-|
The Board of Directors recommends a vote "FOR" each of the listed
proposals.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES
AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later proxy statement prior to a
vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of the Meeting and a proxy statement dated
March 29, 2002.
Dated: _________________, 2002 |_|
Check Box if You Plan
to Attend Meeting
- ------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this 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 and date this proxy and return it
promptly in the enclosed postage-prepaid
envelope.
- --------------------------------------------------------------------------------