Citizens South Banking Corporation
245 West Main Avenue
Gastonia, North Carolina 28053
(704) 868-5200
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On September 25, 2002
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Citizens South Banking Corporation (the "Company") will be held at
The City Club of Gastonia, 532 South New Hope Road, Gastonia, North Carolina, at
10:30 a.m., North Carolina time, on September 25, 2002. As of the date hereof,
the Company owns 100% of the common stock of Citizens South Bank (the "Bank")
and is majority-owned by Citizens South Holdings, MHC (the "Mutual Holding
Company").
A Proxy Statement and Proxy Card for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. A plan of conversion and reorganization (the "Plan") pursuant to which the
Mutual Holding Company will be merged into the Bank, and the Company will
be succeeded by a new Delaware corporation with the same name as the
Company which has been established for the purpose of completing the
conversion. As described in enclosed material, the rights of stockholders
of the new Delaware corporation will be less than the rights stockholders
currently have. The differences in stockholder rights include the
following: (i) approval by at least 80% of the outstanding shares required
to remove a director for cause; (ii) the inability of stockholders to call
special meetings; (iii) greater lead time required for stockholders to
submit stockholder proposals; (iv) approval by at least 80% of outstanding
shares required to amend the certificate of incorporation and bylaws; (v) a
residency requirement for directors; and (vi) approval by at least 80% of
outstanding shares required to approve business combinations involving an
interested stockholder. As part of the conversion and reorganization,
shares of common stock representing the Mutual Holding Company's ownership
interest in the Company will be offered for sale in a subscription and
community offering. Common stock of the Company currently held by public
stockholders will be converted into new shares pursuant to an exchange
ratio that will ensure that stockholders at the time of the conversion will
own the same percentage of Citizens South Banking Corporation after the
conversion as was held immediately prior thereto, exclusive of any shares
purchased by the stockholder in the offering and cash received in lieu of
fractional shares;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which by original or later
adjournment the Meeting may be adjourned. Stockholders of record at the close of
business on August 1, 2002 are the stockholders entitled to vote at the Meeting,
and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE 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 STOCKHOLDER 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 STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER 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 MEETING.
By Order of the Board of Directors
/s/ Paul L. Teem, Jr.
Paul L. Teem, Jr.
Corporate Secretary
Gastonia, North Carolina
August 14, 2002
IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
QUESTIONS AND ANSWERS
FOR STOCKHOLDERS OF CITIZENS SOUTH BANKING CORPORATION
You should read this document and the accompanying prospectus (which includes a
detailed index) for more information about the conversion and reorganization.
The plan of conversion and reorganization described herein has been
conditionally approved by our regulators.
Q. WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE?
A. Citizens South Banking Corporation stockholders as of August 1, 2002
are asked to vote on the plan of conversion and reorganization.
Pursuant to the plan, Citizens South Holdings, MHC will convert from
the mutual holding company form to the stock form of organization (the
"Conversion") and as part of the Conversion, we will offer for sale
Citizens South Holdings, MHC's ownership interest in Citizens South
Banking Corporation.
Q. WHAT ARE REASONS FOR THE MUTUAL-TO-STOCK CONVERSION AND RELATED
OFFERING?
A. The primary reasons for the conversion are to facilitate acquisitions
of other financial institutions, support internal growth through
lending, improve our overall competitive position and enhance
stockholder returns. The additional capital raised in the conversion
will also support increased lending, expansion of our retail banking
franchise, and introduction of new products and services.
Q. WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING CITIZENS SOUTH
BANKING CORPORATION SHARES?
A. As more fully described in the prospectus section entitled "The
Conversion," depending on the number of shares sold in the offering,
each share of common stock that you own upon completion of the
Conversion will be exchanged for between 1.3838 new shares at the
minimum and 2.1530 new shares at the maximum of the offering range
(though cash will be paid in lieu of fractional shares).
Q. WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER
SHARE RATHER THAN THE TRADING PRICE OF THE COMMON STOCK PRIOR TO THE
CONVERSION?
A. The Board of Directors of Citizens South Banking Corporation selected a
price of $10.00 per share for the stock offered for sale because it is
a commonly selected per share price for mutual-to-stock conversions.
The number of new shares you receive for your existing Citizens South
Banking Corporation shares does not depend on the market price of
Citizens South Banking Corporation common stock. It will depend on the
number of shares sold in the offering, which will in turn depend on the
final independent appraisal of the pro forma market value of Citizens
South Banking Corporation, assuming completion of the Conversion and
offering. The result will be that each existing stockholder will own
the same percentage of Citizens South Banking Corporation after the
Conversion as was held just prior thereto, exclusive of (i) any shares
purchased by the stockholder in the offering and (ii) cash received in
lieu of fractional shares.
Q. SHOULD I SUBMIT MY STOCK CERTIFICATES NOW?
A. No. If you hold your stock certificate(s), instructions for exchanging
the shares will be sent to you after completion of the Conversion. If
your shares are held in "street name," rather than in certificate form,
the share exchange will occur automatically upon completion of the
Conversion.
Q. WILL MY DIVIDENDS DECREASE?
A. No. Citizens South Banking Corporation currently pays a quarterly
dividend of $0.08 per share (or $0.32 per share annualized). The number
of new stock shares that will be issued to you will be different from
the number that you currently own. However, the per share dividend for
these new shares will be adjusted to ensure that
(i)
your aggregate dividends do not decrease. For example, if 1.6280 new
shares are issued for each Citizens South Banking Corporation share
owned at the conclusion of the Conversion, the quarterly dividend per
share will be $0.05. Of course, there is no assurance that the Board of
Directors will not change the dividend policy in the future or
eliminate dividends.
Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER AUTOMATICALLY VOTE
ON MY BEHALF?
A. No. Your broker will not be able to vote your shares without
instructions from you. You should instruct your broker to vote your
shares, using the directions that your broker provides to you.
Q. WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER?
A. Your vote is important. If you do not instruct your broker to vote your
shares, the unvoted proxy will have the same effect as a vote against
the plan of conversion and reorganization.
Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE OFFERING, IN ADDITION TO
THE SHARES THAT I WILL RECEIVE IN THE EXCHANGE?
A. Yes. Eligible Citizens South Bank and Citizens Bank, Inc. depositors
have priority subscription rights allowing them to purchase common
stock in the subscription offering. Shares not purchased in the
subscription offering may be available for sale to the public in a
community offering, as fully described in the prospectus. Citizens
South Banking Corporation stockholders as of August 1, 2002 have a
preference in the community offering. If you hold your stock
certificate(s), you were mailed a stock order form and order reply
envelope with this document. If you hold your shares in street name
with a broker, you must call the stock information center if you would
like to receive a stock order form. The telephone number is (704)
868-2185.
Other Questions?
For answers to other questions, please read the Proxy Statement and the
prospectus, which includes a Questions and Answers section. Questions about the
offering or voting may be directed to the stock information center by calling
(704) 868-2185, Monday through Friday, from 9:00 a.m. and 5:00 p.m., North
Carolina time.
(ii)
PROXY STATEMENT
of
CITIZENS SOUTH BANKING CORPORATION
245 West Main Avenue
Gastonia, North Carolina 28053
(704) 868-5200
SPECIAL MEETING OF STOCKHOLDERS
September 25, 2002
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Citizens South Banking
Corporation (the "Company"), to be used at the Special Meeting of Stockholders
of the Company (the "Meeting"), which will be held at The City Club of Gastonia,
532 South New Hope Road, Gastonia, North Carolina, on September 25, 2002 at
10:30 a.m., North Carolina time, and all adjournments thereof. The accompanying
Notice of Special Meeting of Stockholders and this Proxy Statement are first
being mailed to stockholders on or about August 23, 2002.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby 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 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.
Please sign and return your Proxy in order for your vote to be counted. Where no
instructions are indicated, proxies, if signed, will be voted "FOR" the proposal
set forth in this Proxy Statement for consideration at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above, or by filing a duly
executed proxy bearing a later date. The presence at the Meeting of any
stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Meeting or delivers a
written revocation to the Secretary of the Company prior to the voting of such
proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company's common stock at the close of
business on August 1, 2002 (the "Voting Record Date") are entitled to one vote
for each share held. As of the Voting Record Date, there were 4,209,434 shares
of common stock issued and outstanding, 2,457,007 of which were held by Citizens
South Holdings, MHC (the "Mutual Holding Company"), and 1,752,427 of which were
held by stockholders other than the Mutual Holding Company ("Public
Stockholders"). The presence in person or by proxy of at least a majority of the
issued and outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations and the
plan of conversion and reorganization (the "Plan"), completion of the conversion
of Citizens South Holdings, MHC from the mutual to the stock form of
organization (the "Conversion") is subject to the approval of the Plan by the
OTS and by a majority of the total votes eligible to be cast by members of the
Mutual Holding Company (i.e., depositors of Citizens South Bank (the "Bank")).
In addition, the transactions incident to the Conversion and the Plan must be
approved by at least two-thirds of the outstanding shares of common stock, and a
majority of votes cast by Public Stockholders. With respect to the required
affirmative vote of at least two-thirds of the outstanding shares of common
stock, abstentions and broker non-votes will have the effect of a vote against
the Plan. With respect to the required affirmative vote by a majority of votes
cast by stockholders other than the Mutual Holding Company, broker non-votes
will be considered as shares not voted. No
1
proxy that is voted against approval of the Plan will be voted in favor of
adjournment to further solicit proxies. Management believes that the Mutual
Holding Company will vote all of its shares to approve the Plan.
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PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
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In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Company, the Conversion and related
offering. The Prospectus is incorporated by reference into this Proxy Statement.
Therefore, you should carefully read the Prospectus prior to voting on the
proposal to be presented at the Meeting. Details of the Conversion are addressed
in the Prospectus sections entitled "Summary" and "The Conversion."
Following the Conversion, the Mutual Holding Company will cease to
exist and therefore will no longer control a majority of the issued and
outstanding shares of Citizens South Banking Corporation. Existing Public
Stockholders of the Company, a federal corporation, will become stockholders of
Citizens South Banking Corporation, a Delaware corporation. The rights of
stockholders of the new Delaware corporation will be less than the rights
stockholders currently have. The differences in stockholder rights under the
Delaware certificate of incorporation and bylaws are not mandated by Delaware
law but have been chosen by management in being in the best interests of the
newly-formed corporation and all of its stockholders.
The material differences are as follows:
1. Approval by at Least 80% of Outstanding Shares Required to Remove a
Director for Cause. Under the current federal bylaws, any director may
be removed for cause by the holders of a majority of the outstanding
voting shares. Citizens South Banking Corporation's Delaware
certificate of incorporation provides that any director may be removed
for cause by the holders of at least 80% of the outstanding voting
shares of Citizens South Banking Corporation.
2. Inability of Stockholders to Call Special Meetings. Special meetings of
the Company's current stockholders may be called by the holders of not
less than one-tenth of the outstanding capital stock entitled to vote
at the meeting. Citizens South Banking Corporation's Delaware
certificate of incorporation provides that special meetings of the
stockholders of Citizens South Banking Corporation may be called only
by a majority vote of the total authorized directors.
3. Greater Lead Time Required for Stockholders to Submit Stockholder
Proposals. The Company's current stockholders must submit nominations
for election of directors at an annual meeting of stockholders and any
new business to be taken up at such a meeting by filing the proposal in
writing with Citizens South Banking Corporation at least five days
before the date of any such meeting. Citizens South Banking
Corporation's Delaware bylaws generally provide, however, that any
stockholder desiring to make a nomination for the election of directors
or a proposal for new business at a meeting of stockholders must submit
written notice to Citizens South Banking Corporation at least 90 days
prior to the anniversary date of the mailing of proxy materials in
connection with the immediately preceding annual meeting of
stockholders.
4. Approval by at Least 80% of Outstanding Shares to Amend the Certificate
of Incorporation and Bylaws. No amendment of the current federal stock
charter may be made unless it is first proposed by the Board of
Directors of the Company, then preliminarily approved by the OTS, and
thereafter approved by the holders of a majority of the total votes
eligible to be cast at a legal meeting. Citizens South Banking
Corporation's Delaware certificate of incorporation may be amended by
the vote of the holders of a majority of the outstanding shares of
Citizens South Banking Corporation common stock, except that the
provisions of the certificate of incorporation governing the calling of
meetings of stockholders and the prohibition of action by written
consent of stockholders, stockholder nominations and proposals,
limitations on voting rights of 10% stockholders, the number and
staggered terms of directors, vacancies on the Board of Directors and
removal of directors, approval of certain business combinations,
indemnification of officers and directors, and the manner of amending
the certificate of incorporation and bylaws, may not be repealed,
altered, amended or rescinded
2
except by the vote of the holders of at least 80% of the outstanding
shares of Citizens South Banking Corporation.
The Company's federal bylaws may be amended by a majority vote of the
full Board of Directors of the Company or by a majority vote of the
votes cast by the stockholders of the Company at any legal meeting.
Citizens South Banking Corporation's Delaware bylaws may only be
amended by a majority vote of the Board of Directors of Citizens South
Banking Corporation or by the holders of at least 80% of the
outstanding stock of Citizens South Banking Corporation.
5. Residency Requirement for Directors. Citizens South Banking
Corporation's Delaware bylaws provide that only persons who reside or
work in a county in which Citizens South Bank maintains an office or in
a county contiguous to a county in which Citizens South Bank maintains
an office will be qualified to be appointed or elected to the Board of
Directors of Citizens South Banking Corporation. The Company's federal
bylaws have no similar provision.
6. Approval by at Least 80% of Outstanding Shares Will be Required to
Approve Business Combinations Involving an Interested Stockholder.
Citizens South Banking Corporation's Delaware certificate of
incorporation requires the approval of the holders of at least 80% of
Citizens South Banking Corporation's outstanding shares of voting stock
to approve certain "Business Combinations" involving an "Interested
Stockholder" except where (i) the proposed transaction has been
approved by two-thirds of the members of the Board of Directors who are
unaffiliated with the Interested Stockholder and who were directors
prior to the time when the Interested Stockholder became an Interested
Stockholder, or (ii) certain "fair price" provisions are complied with.
The term "Interested Stockholder" includes any individual, corporation,
partnership or other entity, other than Citizens South Banking
Corporation or its subsidiary, which owns beneficially or controls,
directly or indirectly, 10% or more of the outstanding shares of voting
stock of Citizens South Banking Corporation or an affiliate of such
person or entity. The Company's federal bylaws have no similar
provision.
The Company's Board of Directors believes that the provisions described
above are prudent and will reduce its vulnerability to takeover attempts and
certain other transactions that have not been negotiated with and approved by
its Board of Directors. These provisions will also assist Citizens South Banking
Corporation in the orderly deployment of the Conversion proceeds into productive
assets during the initial period after the Conversion. The Board of Directors
believes these provisions are in the best interests of the Company and its
stockholders. The Board of Directors believes that it will be in the best
position to determine the true value of Citizens South Banking Corporation and
to negotiate more effectively for what may be in the best interests of its
stockholders. Accordingly, the Board of Directors believes that it is in the
best interests of Citizens South Banking Corporation and its stockholders to
encourage potential acquirers to negotiate directly with the Board of Directors
of Citizens South Banking Corporation and that these provisions will encourage
such negotiations and discourage hostile takeover attempts. It is also the view
of the Board of Directors that these provisions should not discourage persons
from proposing a merger or other transaction at a price reflective of the true
value of Citizens South Banking Corporation and that is in the best interests of
all stockholders.
Takeover attempts that have not been negotiated with and approved by
the Board of Directors present the risk of a takeover on terms that may be less
favorable than might otherwise be available. A transaction that is negotiated
and approved by the Board of Directors, on the other hand, can be carefully
planned and undertaken at an opportune time in order to obtain maximum value of
Citizens South Banking Corporation for its stockholders, with due consideration
given to matters such as the management and business of the acquiring
corporation and maximum strategic development of Citizens South Banking
Corporation's assets.
Although a tender offer or other takeover attempt may be made at a
price substantially above the current market price, such offers are sometimes
made for less than all of the outstanding shares of a target company. As a
result, stockholders may be presented with the alternative of partially
liquidating their investment at a time that may be disadvantageous, or retaining
their investment in an enterprise that is under different management and whose
objectives may not be similar to those of the remaining stockholders.
Despite the Board of Directors' belief as to the benefits to
stockholders of these provisions of Citizens South Banking Corporation's
Delaware certificate of incorporation and bylaws, these provisions may also have
the effect of discouraging a future takeover attempt that would not be approved
by the Board of Directors, but pursuant to which stockholders may receive a
substantial premium for their shares over then current market prices. As a
result, stockholders who might desire to participate in such a transaction may
not have any opportunity to do so. Such provisions will also make it more
difficult to remove our Board of Directors and management. The Board of
Directors, however, has concluded that the potential benefits outweigh the
possible disadvantages.
See "Comparison Of Stockholders' Rights," beginning on page 103 of the
enclosed Prospectus, for a complete discussion of the material differences to
stockholders.
3
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Public Stockholders will not have dissenters'
rights or appraisal rights in connection with the exchange of their common stock
for shares of common stock of Citizens South Banking Corporation pursuant to the
exchange ratio described in the Prospectus.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any matters should properly come before the 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 Meeting, as to which
they shall act in accordance with their best judgment.
The Plan sets forth the terms, conditions, and provisions of the
proposed Conversion. The Certificate of Incorporation and Bylaws of the new
Delaware corporation are exhibits to the Plan. If you would like to receive an
additional copy of the Prospectus, or a copy of the Plan and the Certificate of
Incorporation and Bylaws of the new Delaware corporation, you must request such
materials in writing, addressed to the Secretary of the new Delaware corporation
at the address given above. Such requests must be received by the Company no
later than September 13, 2002. If the Company does not receive your request by
such date, you will not be entitled to have such materials mailed to you.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors, or regular employees of the Company and/or the
Bank, in person, by telephone, or through other forms of communication and, if
necessary, the Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Company and/or the Bank for their reasonable out-of-pocket
expenses, including, but not limited to, telephone and postage expenses incurred
in connection with such solicitation. The Company and/or the Bank have not
retained a proxy solicitation firm to provide advisory services in connection
with the solicitation of proxies. 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.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
PLAN.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SHARES IN THE OFFERING. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
BY THE ORDER OF THE BOARD OF DIRECTORS
/s/ Paul L. Teem, Jr.
Paul L. Teem, Jr.
Corporate Secretary
Gastonia, North Carolina
August 14, 2002
4
REVOCABLE PROXY
CITIZENS SOUTH BANKING CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
September __, 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 Citizens South Banking Corporation (the
"Company") which the undersigned is entitled to vote at a Special Meeting of
Stockholders ("Meeting") to be held at the City Club of Gastonia, Gastonia,
North Carolina, at __:__ _.m., North Carolina Time, on September __, 2002. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
FOR AGAINST ABSTAIN
1. A plan of conversion and reorganization |_| |_| |_|
pursuant to which Citizens South Holdings,
MHC will be merged into Citizens South Bank,
and the Company will be succeeded by a new
Delaware corporation with the same name as
the Company which has been established for
the purpose of completing the conversion and
reorganization. As described in the enclosed
material, the rights of stockholders of the
new Delaware corporation will be less than
the rights stockholders currently have. The
differences in stockholder rights include
the following: (i) approval by at least 80%
of outstanding shares required to remove a
director for cause; (ii) the inability of
stockholders to call special meetings; (iii)
greater lead time required for stockholders
to submit stockholder proposals; (iv)
approval by at least 80% of outstanding
shares to amend the Certificate of
Incorporation and Bylaws; (v) a residency
requirement for directors; (vi) approval by
at least 80% of outstanding shares to
approve business combinations involving an
interested stockholder. As part of the
conversion, shares of common stock
representing the Citizens South Holdings,
MHC's ownership interest in the Company will
be offered for sale in a subscription and
community offering. Common stock of the
Company currently held by public
stockholders will be converted into new
shares pursuant to an exchange ratio that
will ensure that stockholders at the time of
the conversion will own the same percentage
of Citizens South Banking Corporation after
the conversion as was held immediately prior
thereto, exclusive of any shares purchased
by the stockholder in the offering and cash
received in lieu of fractional shares.
The Board of Directors recommends a vote "FOR" the listed proposal.
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IF SIGNED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE PROPOSITION 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 MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the 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
Special Meeting of Stockholders, or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting.
Dated: _________________, 2002
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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.
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Please complete, date and sign this proxy and return it promptly
in the enclosed postage-paid envelope.
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