SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-12
FloridaFirst Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[FloridaFirst Bancorp, Inc. letterhead]
May 27, 2003
Dear Stockholder:
On behalf of the Board of Directors and management of FloridaFirst
Bancorp, Inc. (the "Company"), I invite you to attend the Annual Meeting of
Stockholders of the Company to be held at 205 East Orange Street, Lakeland,
Florida, on Friday, June 27, 2003, at 8:30 a.m., Eastern Time. The attached
Notice of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Annual Meeting.
At the Annual Meeting, stockholders will be asked to elect two
directors to our Board of Directors and to ratify the appointment of our
independent accountants, Hacker, Johnson & Smith PA for the fiscal year ending
September 30, 2003. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as
representatives of Hacker, Johnson & Smith PA, certified public accountants,
will be present to respond to stockholder questions.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. We encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so.
Sincerely,
/s/Gregory C. Wilkes
Gregory C. Wilkes
President and Chief Executive Officer
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FLORIDAFIRST BANCORP, INC.
205 EAST ORANGE STREET
LAKELAND, FLORIDA 33801-4611
(863) 688-6811
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 2003
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of FloridaFirst Bancorp, Inc. (the "Company"), will be held at 205
East Orange Street, Lakeland, Florida, on Friday, June 27, 2003 at 8:30 a.m.,
Eastern Time, for the following purposes:
I. The election of two directors; and
II. The ratification of the appointment of Hacker, Johnson & Smith
PA as the Company's independent public accountants for the
fiscal year ending September 30, 2003;
all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on May 15,
2003, are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
A copy of the Company's Annual Report for the year ended September 30,
2002 is enclosed.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Kerry P. Charlet
Kerry P. Charlet
Secretary
Lakeland, Florida
May 27, 2003
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. 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
FLORIDAFIRST BANCORP, INC.
205 EAST ORANGE STREET
LAKELAND, FLORIDA 33801-4611
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ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 2003
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of FloridaFirst Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company which
will be held at 205 East Orange Street, Lakeland, Florida, on Friday, June 27,
2003, at 8:30 a.m., Eastern Time (the "Meeting"). The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are being first mailed
to stockholders on or about May 27, 2003.
Matters to be Considered
At the Meeting you will be asked to approve the following proposals:
1. election of two directors; and
2. ratification of as the Company's independent accountants for
the fiscal year ending September 30, 2003.
You may also consider and vote upon any other matters that may properly
come before the Meeting, including approval of any adjournment of the annual
meeting. As of the date of this document, the Board of Directors of FloridaFirst
Bancorp, Inc. is not aware of any other business to be presented for
consideration at the meeting.
Solicitation and Revocability of Proxies
All properly executed written proxies that are delivered pursuant to
this Proxy Statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted: (a)
FOR the election of directors named in Proposal I; (b) FOR Proposal II
(ratification of independent auditors); and (c) in the discretion of the proxy
holders, as to any other matters that may properly come before the Meeting.
Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Secretary of the Company (Kerry P. Charlet, at 205 East Orange
Street, Lakeland, Florida 33801-4611) written notice of such revocation; (ii)
submitting a duly executed proxy bearing a later date; or (iii) attending the
Meeting and giving the Secretary notice of your intention to vote in person.
Voting Rights of Stockholders; Votes Required for Approval
The Board of Directors has fixed the close of business on May 15, 2003
as the record date for the determination of stockholders who are entitled to
notice of, and to vote at, the Meeting. On the record
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date, there were 5,378,118 shares of the Company's common stock outstanding (the
"Common Stock"). Each stockholder of record on the record date is entitled to
one vote for each share held.
The articles of incorporation of the Company ("Articles of
Incorporation") provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his affiliates (as such terms are
defined in the Articles of Incorporation), or which such person or any of his
affiliates has the right to acquire upon the exercise of conversion rights or
options and shares as to which such person or any of his affiliates have or
share investment or voting power, but neither any employee stock ownership or
similar plan of the Company or any subsidiary, nor any trustee with respect
thereto or any affiliate of such trustee (solely by reason of such capacity of
such trustee), shall be deemed, for purposes of the Articles of Incorporation,
to beneficially own any Common Stock held under any such plan.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, as set forth in Proposal I, the proxy
being provided by the Board enables a stockholder to vote for the election of
the nominees proposed by the Board, or to withhold authority to vote for the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present, in person or represented by proxy, at a meeting and entitled to
vote in the election of directors, without regard to either (i) Broker Non-Votes
or (ii) proxies as to which authority to vote for the nominees being proposed is
withheld.
With respect to all other matters that may properly come before the
Meeting, including Proposal II, ratification of the independent public
accountants, a stockholder may check the appropriate box to: (i) vote "FOR" the
item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" with respect to the item.
Unless otherwise required by law, all such matters shall be determined by a
majority of votes cast affirmatively or negatively on such matter, without
regard to (i) Broker Non-Votes or (ii) proxies marked "ABSTAIN" as to that
matter.
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PRINCIPAL HOLDERS
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Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth as of the record date, persons or groups who own more than 5%
of the Common Stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock as of the
record date. The ownership of all executive officers and directors of the
Company as a group is presented under "Proposal I - Election of Directors."
2
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding (%)
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FloridaFirst Bank Employee Stock Ownership 467,799(1) 8.7
Plan ("ESOP")
205 East Orange Street
Lakeland, Florida
Bruce A. Sherman 531,498(2) 9.9
Private Capital Management, LP
8889 Pelican Bay Blvd.
Naples, FL 34108
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(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are
held in a suspense account and will be allocated among ESOP
participants annually as the ESOP debt is repaid. The board of
directors of FloridaFirst Bank has appointed a committee consisting of
non-employee directors Llewellyn N. Belcourt, J. Larry Durrence,
Stephen A. Moore, Jr., Nis H. Nissen, III, Arthur J. Rowbotham and G.F.
Zimmermann, III to serve as the ESOP administrative committee ("ESOP
Committee") and to serve as the ESOP trustees ("ESOP Trustee"). The
ESOP Committee or the Board instructs the ESOP Trustee regarding
investment of ESOP plan assets. The ESOP Trustee must vote all shares
allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustee as directed by
the ESOP Committee. As of the record date, 140,745 shares have been
allocated under the ESOP to participant accounts.
(2) According to the Schedule 13G filed February 14, 2003 by Bruce A.
Sherman, Gregg J. Powers and Private Capital Management, LP ("PCM"),
Mr. Sherman has sole voting and dispositive power with respect to
40,000 shares and Messrs. Sherman and Powers and PCM have shared voting
and dispositive power with respect to 491,398 shares.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act, requires the Company's directors and
executive officers to file reports of ownership and changes in ownership of
their equity securities of the Company with the Securities and Exchange
Commission and to furnish the Company with copies of such reports. To the best
of the Company's knowledge, all of the filings by the Company's directors and
executive officers were made on a timely basis during the 2002 fiscal year. The
Company is not aware of beneficial owners of more than ten percent of its Common
Stock.
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PROPOSAL I - ELECTION OF DIRECTORS
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Election of Directors
The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three year period, with approximately one-third of the directors elected each
year. The Board of Directors currently consists of seven members, each of whom
also serves as a director of FloridaFirst Bank (the "Bank"). Two directors will
be elected at the Meeting.
Arthur J. Rowbotham and J. Larry Durrence have been nominated by the
Board of Directors for a term of three years each (collectively, the
"Nominees"). The Nominees currently serve as directors of the Company. Each
Nominee will serve for his respective term or until his successor has been
elected and qualified.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly
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withheld. Should the Nominees withdraw or be unable to serve (which the Board of
Directors does not expect) or should any other vacancy occur in the Board of
Directors, it is the intention of the persons named in the enclosed proxy card
to vote for the election of such persons as may be recommended to the Board of
Directors by the Nominating Committee of the Board. If there are no substitute
nominees, the size of the Board of Directors may be reduced.
The following table sets forth the nominees and the directors
continuing in office, their name, age, the year they first became a director of
the Company or the Bank, the expiration date of their current term as a
director, and the number and percentage of shares of the Common Stock
beneficially owned as of the record date.
Shares of Common Stock
Year First Current Beneficially
Elected or Term to Owned as of Percent of
Name Age(1) Appointed(2) Expire May 15, 2003(3) Class(%)
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BOARD NOMINEES FOR TERM TO EXPIRE IN 2005
Arthur J. Rowbotham 54 2001 2002 7,533(4)(5) *
J. Larry Durrence 63 2000 2002 7,939(4)(5) *
DIRECTORS CONTINUING IN OFFICE
Llewellyn N. Belcourt 70 1989 2004 19,966(4)(5) *
Gregory C. Wilkes 54 1995 2004 125,228 2.22
G. F. Zimmermann, III 58 1993 2004 28,320(4)(5) *
Stephen A. Moore, Jr. 60 1998 2003 64,705(4)(5) 1.15
Nis H. Nissen, III 61 1996 2003 53,737(4)(5) *
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Don A. Burdett 57 30,650 *
Kerry P. Charlet 49 74,433 1.32
William H. Cloyd 45 42,117 *
All directors and executive
officers of the Company as a
group (11 persons) 473,131 8.39
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(1) As of September 30, 2002.
(2) All directors, except Mr. Rowbotham, became directors of the Company upon
its incorporation on July 26, 2000.
(3) Unless otherwise indicated, a director has sole voting power and sole
investment power with respect to the indicated shares. The share amounts
include shares of Common Stock that the following persons may acquire
through the exercise of stock options under the 1999 and 2002 Option Plan
within 60 days of the record date: Arthur J. Rowbotham - 5,250, J. Larry
Durrence - 5,250, Llewellyn N. Belcourt - 8,938, Gregory C. Wilkes -
59,499, G. F. Zimmermann, III - 9,709, Stephen A. Moore, Jr. - 11,938, Nis
H. Nissen, III - 11,938, Don A. Burdett - 19,170, Kerry P. Charlet - 30,126
and William H. Cloyd - 23,815.
(4) Excludes 326,400 shares under the ESOP for which such individuals exercise
shared voting and investment power with respect to such shares as an ESOP
trustee. Such individuals disclaim beneficial ownership with respect to
such shares held in a fiduciary capacity.
(5) Excludes 63,995 1999 RSP shares and 85,400 2002 RSP shares
which were previously awarded but subject to forfeiture for which such
individuals exercise shared voting and investment power with respect to
such shares as a member of the RSP committee. Such individuals disclaim
beneficial ownership with respect to such shares held in a fiduciary
capacity.
* Less than 1% of the Common Stock outstanding.
4
Biographical Information
The business experience of each nominee for director, director and
executive officer of the Company is set forth below. All persons have held their
present positions for five years unless otherwise stated.
Nominees for Director:
Arthur J. Rowbotham is an attorney and is President of Hall
Communications, Inc., a company that operates seventeen radio stations including
four in Lakeland, Florida. He currently serves as a director for Cross Country
Communications, LLC, Imperial Symphony Orchestra Board, City of Lakeland Civil
Service Board, City of Lakeland Pension Board, and Florida Association of
Broadcasters. He is a member of the Broadcasters' Foundation and a Lakeland
Regional Medical Center Community Counselor.
J. Larry Durrence is President of Polk Community College, a state
institution with campuses in Lakeland and Winter Haven, Florida. He was an
executive manager in the Florida Department of Revenue from late 1992 to early
1998, and prior to that was in higher education. He was also a City Commissioner
and Mayor of Lakeland, 1981-1989. He currently serves on the boards of United
Way of Central Florida, Lakeland Chamber of Commerce, Polk Economic Education
Council, Polk Workforce Development Board, Volunteers in Service to the Elderly
(Advisory), and the Board of Governors of Polk Museum of Art. He serves on the
Commission on Economic and Workforce Development for the American Association of
Community Colleges and is a graduate of the AACC President's Academy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE ABOVE NOMINEES FOR DIRECTORS.
Continuing Directors:
Llewellyn N. Belcourt is a stockholder of Carter, Belcourt & Atkinson,
P.A., an accounting firm headquartered in Lakeland, Florida since 1979. He is
Treasurer and a Board member of the Community Foundation of Greater Lakeland and
a Board member of the Lakeland Regional Medical Center Foundation.
Gregory C. Wilkes has been FloridaFirst Bank's President, Chief
Executive Officer, and Director since August 1995. Mr. Wilkes came to
FloridaFirst from Home Federal Savings Bank in Rome, Georgia, where he was
President, Chief Executive Officer, and Director from 1990-1995. Mr. Wilkes was
also formerly a Regional President in North Georgia for First Union National
Bank, City President in Rome, Georgia for the Georgia Railroad Bank, and
President, Chief Executive Office, and Director of the National City Bank of
Rome, Georgia. He began his banking career with the Citizens & Southern National
Bank of Atlanta in 1971. Mr. Wilkes currently serves on the boards of the Polk
Theatre, Polk Museum of Art, and Florida Southern College President's council.
He is a past Chairman of the Lakeland Area Chamber of Commerce and a former
board member of the Florida Bankers Association, Lakeland Area Chamber of
Commerce, Lakeland Rotary Club, Lakeland YMCA, Salvation Army, and the Lakeland
Regional Hospital Foundation. He is also a past director and instructor of the
Florida School of Banking at the University of Florida. Mr. Wilkes is currently
the elected director for the State of Florida to the Board of the Federal Home
Loan Bank of Atlanta, and is active with America's Community Bankers having
served on the Mutual, Government Relations, and Federal Home Loan Bank
Committees.
G. F. Zimmermann, III is President and majority stockholder of
Zimmermann Associates, Inc., a design/build firm in Lakeland, Florida, since
1974. He is a life member of the Salvation Army Advisory
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Board, Past President and Life Member of the Kiwanis Club and the Lakeland
Kiwanis Foundation. He currently serves on the Board of the Central Florida
Speech and Hearing Center, the Lakeland Regional Medical Center Community Board,
the Small Business Committee of the Lakeland Chamber of Commerce, and the
steering committee for the Ira Barnett Heritage Center. Mr. Zimmermann is
Director and Executive Committee member of Bentley Lumber Company and Zimmermann
Lands, Inc. He has served as director of Habitat for Humanity, chaired the
Lakeland Civil Service Board and the Arbitration Board, and is a Trustee of the
City of Lakeland Pension Board.
Stephen A. Moore, Jr. is President, Chief Executive Officer and a
Director of Moore Business Service, Inc., an accounting firm and major
franchisee for H&R Block in central Florida with corporate offices in Lakeland,
Florida. He has been with Moore Business Service, Inc. since 1974. Mr. Moore is
a member and Past President of the Lakeland Rotary Club. He has been active as a
board member of the Polk Community College Foundation, as an officer and board
member of the Central Florida Speech and Hearing Center, as a board member and
Past President of Goodwill Industries, Heart of Florida, Inc., as a board member
of the Lakeland Area Chamber of Commerce and as a member of the Lakeland
Regional Medical Center Community Counselor program.
Nis H. Nissen, III is President and Chief Executive Officer of Nissen
Advertising, Inc., an advertising and public relations firm located in Lakeland,
Florida that he has been affiliated with since 1971. He also is a member of the
Rotary Club, a Director of the Central Florida Speech & Hearing Center, a
Director of Crimestoppers of Polk County, Vice Chairman of the Public
Information Committee, Community Foundation of Lakeland, a member of the Fine
Arts Council of the Florida Southern Foundation of Lakeland, and a member of the
Board of Governors of Florida Southern College.
Named Executive Officers Who Are Not Directors
Don A. Burdett has been Senior Vice President of Retail Banking of
FloridaFirst Bank since November 1998. Prior to joining FloridaFirst Bank, Mr.
Burdett served as a market executive and held various sales management positions
at Barnett Bank from 1979 to 1998.
Kerry P. Charlet has been Chief Financial and Operations Officer of
FloridaFirst Bank since March 1998. Prior to joining FloridaFirst Bank, Mr.
Charlet served in various positions from 1986 to 1994 at Florida Bank, FSB,
including Executive Vice President and Chief Financial Officer. He was also
employed by AmSouth Bank of Florida from 1995 to 1998, where he served as Senior
Vice President and Chief Financial Officer. Mr. Charlet is a Leadership Lakeland
graduate and serves on the Audit Committee for the Polk County School Board and
as Treasurer for the Friends of the Library. Mr. Charlet has also served as an
officer and committee chairman for the Gator Bowl Association, Chairman of
Payment Systems Network, and president and board member of various youth
basketball organizations.
William H. Cloyd has been Chief Lending Officer of FloridaFirst Bank
since January 1998. Previously, Mr. Cloyd was Senior Vice President of Sun Trust
Bank Mid-Florida, N.A. He is a director of the Lakeland Area Chamber of Commerce
and Neighborhood Lending Partners, Inc. He has also been active with the United
Way, the North Lakeland Rotary Club, and has served as Chairman of the Lakeland
Downtown Development Authority.
Certain Other Executive Officer Who Is Not A Director
Marion L. Moore, 63, has been Senior Vice President of Deposit
Operations of FloridaFirst Bank since 1984. He has also been active with the
Rotary Club, the Boy Scouts of America, the Lakeland Chamber of Commerce and the
Winter Haven Chamber of Commerce.
6
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
board and through activities of its committees. During the fiscal year ended
September 30, 2002, the Board of Directors held twelve regular meetings and one
special meeting. No director attended fewer than 75% of the total meetings of
the Board of Directors and committees on which such director served during the
fiscal year ended September 30, 2002. In addition to other committees, as of
September 30, 2002, the Company had a Nominating Committee, an Executive
Committee, which acts as the Compensation Committee, and an Audit Committee.
The Nominating Committee consists of the Board of Directors. The
Nominating Committee, which is not a standing committee, met once during the
fiscal year ended September 30, 2002. Nomination to the Board of Directors made
by stockholders must be made in writing to the Secretary of the Company and
received by the Company not less than 60 days after the end of the Company's
fiscal year end. Notice to the Company of such nominations must include certain
information required pursuant to the Company's Articles of Incorporation.
The Executive (Compensation) Committee currently consists of Directors
Durrence, Moore, Nissen and Zimmermann. This standing committee meets annually
to review the compensation of the chief executive officer. Subsequent to the
fiscal year ended September 30, 2002, the Committee met once.
The Audit Committee consists of Directors Belcourt, Rowbotham, Moore
and Zimmermann. The Board of Directors has determined that each of the members
of the Audit Committee is independent in accordance with the listing
requirements for Nasdaq National Market issuers. The Board of Directors has
adopted a written audit committee charter. The Audit Committee is a standing
committee and reports to the Board of Directors. Its primary function is to
assist the board in fulfilling its responsibility to stockholders related to
financial accounting and reporting, the system of internal controls established
by management and the adequacy of auditing relative to these activities. The
Audit Committee met five times during the 2002 fiscal year.
Audit Committee Report
Review of Audited Financial Statements with Management.
The Audit Committee reviewed and discussed the audited financial
statements for the year ended September 30, 2002 with the management of the
Company.
Review of Financial Statements and Other Matters with Independent
Accountant.
The Audit Committee discussed with Hacker, Johnson & Smith PA ("Hacker,
Johnson & Smith"), the Company's independent public accountant, the matters
required to be discussed by the statement on Auditing Standards No. 61
(Communications with Audit Committees), as may be modified or supplemented. The
Audit Committee has received the written disclosures and the letters from
Hacker, Johnson & Smith required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as may be modified or
supplemented, and has discussed with Hacker, Johnson & Smith its independence.
Recommendation that Financial Statements be Included in Annual Report.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on
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Form 10-K for the year ended September 30, 2002, for filing with the Securities
and Exchange Commission.
Audit Committee:
Llewellyn N. Belcourt, Chairman
Arthur J. Rowbotham
Stephen A. Moore, Jr.
G. F. Zimmermann, III
Audit Fees
The aggregate fees billed for professional services rendered by Hacker,
Johnson & Smith for the audit of the Company's annual financial statements and
review of financial statements included the Company's quarterly reports on Form
10-Q during fiscal year 2002 were $65,800.
Financial Information Systems Design and Implementation Fees
For the 2002 fiscal year, Hacker, Johnson & Smith performed no services
in regard to financial information systems design and implementation.
All Other Fees
In addition to audit fees, Hacker, Johnson, & Smith billed the Company
$10,500 for the preparation of the income tax return for the 2002 fiscal year.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
During the fiscal year ended September 30, 2002, each director was paid
a fee of $1,000 for each board meeting attended. The chairman of the board
receives an additional $1,500 monthly fee. Each non-management director was paid
$200 for each committee meeting attended. The total fees paid to the directors
for the fiscal year ended September 30, 2002 were approximately $156,000.
In addition, the Bank maintains a Directors Consultant and Retirement
Plan. If a director agrees to become a consulting director to our Board after
retirement and completion of at least 10 years of service, he will receive a
monthly payment equal to the Board fee in effect at the date of retirement,
currently $1,000 per month, for a period of 120 months. Benefits under such plan
will begin after a director's retirement. If there is a change in control, all
directors will be presumed to have completed not less than 10 years of service,
and each director will receive a lump sum payment equal to the present value of
future benefits payable. During the fiscal year ended September 30, 2002,
$24,000 was paid to former directors under the Plan.
1999 Option Plan and Restricted Stock Plan
Under the 1999 Option Plan, each non-employee director, except Messrs.
Durrence and Rowbotham, was previously granted 11,146 options to purchase shares
of common stock at $8.24 per share. Under the 1999 Restricted Stock Plan
("RSP"), each non-employee director, except Messrs.
8
Durrence and Rowbotham, was previously awarded 4,783 shares of common stock.
Option shares and restricted stock plan shares vest at the rate of 20% per year
commencing on October 19, 2000. Under the 1999 Option Plan and RSP, Mr. Wilkes
received 65,832 options and 27,905 RSP shares, respectively. In accordance with
the RSP, dividends are paid on shares awarded or held in the plan.
2002 Option Plan and RSP
The 2002 Option Plan was ratified by stockholders on January 29, 2002.
Under the 2002 Option Plan, each non-employee director was previously granted
15,750 options to purchase shares of Common Stock at $16.03 per share. Under the
2002 Restricted Stock Plan, which was also ratified by stockholders on January
29, 2002, each non-employee director was previously awarded 6,250 shares of
Common Stock. These option shares and restricted stock plan shares vest at the
rate of 33-1/3% per year commencing on September 30, 2002. Under the 2002 Option
Plan and Restricted Stock Plan, Mr. Wilkes received 60,000 options and 25,000
shares of restricted stock, respectively. In accordance with the 2002 Restricted
Stock Plan, dividends are paid on shares awarded or held in the plan.
Executive Compensation
The following table sets forth the cash and non-cash compensation
awarded to or earned, for services rendered by the named executive officers of
the Company for each of the three years ended September 30, 2002. No other
executive officer of the Company or the Bank had a combined salary and bonus
that exceeded $100,000.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards
-------------------------------------------------- ------------------------------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying All Other
Principal Position Year Salary($) Bonus($) Compensation($) Award(s)($)(1) Options(#)(3) Compensation($)
- ------------------ ----- --------- -------- --------------- -------------- ------------- ---------------
Gregory C. Wilkes, 2002 $262,000 $60,000 $ 3,000 $400,625 (1) 60,000 $91,864(4)
President and Chief 2001 229,277 - 13,000 - - 78,622
Executive Officer 2000 201,440 - 13,000 229,823 (2) 65,832 79,608
Don A. Burdett 2002 116,250 18,914 - 192,300 (1) 25,000 22,788(5)
Senior Vice President 2001 106,750 7,500 - - - 12,780
2000 98,750 10,000 - 85,000 (2) 18,061 2,963
Kerry P. Charlet, 2002 156,250 26,914 - 288,450 (1) 30,000 70,285(6)
Senior Vice President 2001 139,076 10,000 - - - 49,129
and Chief Financial Officer 2000 127,370 10,000 - 153,000 (2) 33,543 50,628
William H. Cloyd, 2002 141,000 12,000 240,375 (1) 25,000 71,065(7)
Senior Vice President 2001 129,508 7,500 - - - 47,816
and Chief Lending Officer 2000 113,500 5,000 - 127,500 (2) 25,802 47,221
- ----------------------
(1) For Messrs. Wilkes, Burdett, Charlet and Cloyd represents awards of
25,000, 12,000, 18,000 and 15,000 shares of Common Stock, respectively,
under the 2002 Restricted Stock Plan as of December 21, 2001 on which
date the market price of such stock was $16.03 per share. Such stock
awards become non-forfeitable at the rate of 33-1/3% per year
commencing on September 30, 2002. Dividend rights associated with such
stock are accrued and held in arrears to be paid at the time that such
stock becomes non-forfeitable. Based upon a market price of $17.64 per
share as of September 30, 2002, such unvested shares for Messrs.
Wilkes, Burdett, Charlet and Cloyd had a market value of $294,000,
$141,000, $212,000 and $176,000, respectively.
(footnotes continued on next page)
9
(2) For Messrs. Wilkes, Burdett, Charlet and Cloyd represents awards of
27,905, 10,320, 18,577 and 15,481 shares of common stock, respectively,
under the 1999 Restricted Stock Plan as of October 19, 1999 on which
date the market price of such stock was $8.24 per share. Such stock
awards become non-forfeitable at the rate of 20% per year commencing on
October 19, 2000. Dividend rights associated with such stock are
accrued and held in arrears to be paid at the time that such stock
becomes non-forfeitable. Based upon a market price of $17.64 per share
as of September 30, 2002, such unvested shares for Messrs. Wilkes,
Burdett, Charlet and Cloyd had a market value of $295,000, $109,000,
$197,000 and $164,000, respectively.
(3) Such awards under the 1999 Option Plan are first exercisable at the
rate of 20% per year commencing on October 19, 2000, and such awards
under the 2002 Option Plan are first exercisable at the rate of 33 1/3%
per year commencing on September 30, 2002. See "Stock Awards" below.
(4) Includes $64,000 related to an accrual under the supplemental executive
retirement plan; 1,573 shares of common stock allocated under the ESOP
at a cost basis of $13.26 per share (such shares had an aggregate
market value at September 30, 2002 of $27,748); and $7,006 in the
Company's matching funds in the 401(k) retirement plan.
(5) Includes 1,386 shares of common stock allocated under the ESOP at a
cost basis of $13.26 per share (such shares had an aggregate market
value at September 30, 2002 of $24,449); and $4,410 in the Company's
matching funds in the 401(k) retirement plan.
(6) Includes $45,000 related to an accrual under the supplemental executive
retirement plan; 1,573 shares of common stock allocated under the ESOP
at a cost basis of $13.26 per share (such shares had an aggregate
market value at September 30, 2002 of $27,748); and $4,427 in the
Company's matching funds in the 401(k) retirement plan.
(7) Includes $46,000 related to an accrual under the supplemental executive
retirement plan; approximately 1,573 shares of common stock scheduled
to be allocated under the ESOP at a cost basis of $13.26 per share
(such shares had an aggregate market value at September 30, 2002 of
$27,748); and $4,207 in the Company's matching funds in the 401(k)
retirement plan.
Compensation Committee Interlocks and Insider Participation
The Executive (Compensation) Committee of the Company during the fiscal
year ended September 30, 2002 consisted of Directors Durrence, Moore, Nissen and
Zimmermann. From time to time, the Company makes loans to its directors and
executive officers and related persons and entities for the financing of homes,
as well as home improvement, consumer and commercial loans. It is the belief of
management that these loans are made in the ordinary course of business, are
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and neither involve more than normal risk of collectibility nor present other
unfavorable features.
No member of the Committee is, or was during fiscal 2002, an executive
officer of another company whose board of directors has a comparable committee
on which one of the Company's executive officers serves. None of the executive
officers of the Company is, or was during fiscal 2002, a member of a comparable
compensation committee of a company of which any of the directors of the Company
is an executive officer.
2002 Report of the Compensation Committee on Executive Compensation
The Company's Executive (Compensation) Committee reviews compensation
paid to the chief executive officer. The Committee reviews various published
surveys of compensation paid to employees performing similar duties for
depository institutions and their holding companies, with a particular focus on
the level of compensation paid by comparable stockholder institutions in and
around the Company's market areas, including institutions with total assets of
between $500 million and $1 billion. Although the Compensation Committee does
not specifically set compensation levels for the chief executive officer based
on whether particular financial goals have been achieved by the Company, the
Compensation Committee does consider the overall profitability of the Company
when making these decisions. The Compensation Committee has the following goals
for compensation programs impacting the chief executive officer of the Company:
10
o to provide motivation for the chief executive officer to enhance
stockholder value by linking compensation to the future value of the
Company's stock;
o to retain the chief executive officer who has led the Company and Bank
to build its existing market franchise and to attract high quality
executive officers in the future by providing total compensation
opportunities which are consistent with competitive norms of the
industry and the Company's level of performance; and
o to maintain reasonable fixed compensation costs by targeting the base
salary at a competitive average.
During the year ended September 30, 2002, Gregory C. Wilkes, President
and CEO received a base salary of $262,000 in recognition of his continued
leadership in the management of the Company and the Bank. The Compensation
Committee will consider the annual compensation paid to the presidents and chief
executive officers of publicly owned financial institutions nationally, in the
State of Florida and surrounding Southeastern states with assets of between $500
million and $1 billion and the individual job performance of such individual in
consideration of its specific salary increase decision with respect to
compensation to be paid to the president and chief executive officers in the
future.
Compensation Committee:
J. Larry Durrence
Stephen A. Moore, Jr.
Nis H. Nissen, III, Chairman
G. F. Zimmermann, III
Stock Awards. The following tables sets forth information with respect
to options granted to the named executive officers and held by them as of
September 30, 2002. The Company has not granted to the named executive officers
any stock appreciation rights.
OPTION GRANTS TABLE
Option Grants in Last Fiscal Year
---------------------------------
Individual Grants
-------------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation for
Underlying Granted to Exercise or Option Term(1)
Options Employees in Base Price Expiration ------------------------
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------------ ------------- ------- ---------------- ------------------------
Gregory C. Wilkes 60,000 27.6% $16.03 December 20, 2010 $605,000 $1,532,000
Don A. Burdett 25,000 11.5% $16.03 December 20, 2010 252,000 638,500
Kerry P. Charlet 30,000 13.8% $16.03 December 20, 2010 302,000 766,000
William H. Cloyd 25,000 11.5% $16.03 December 20, 2010 252,000 638,500
- -------------------
(1) The amounts represent certain assumed rates of appreciation only over a
ten-year period. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the future performance of the
Common Stock and overall stock market conditions. There can be no
assurance that the amount reflected in the table will be achieved. The
values in the table are based upon the exercise price of $16.03 and the
closing price of $17.64 at September 30, 2002.
11
OPTION EXERCISES AND YEAR END VALUE TABLE
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money
Acquired Value Options at FY-End(#) Options at FY-End($)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------- ----------- ------------------------- -------------------------
Gregory C. Wilkes
1999 Option Plan __ __ 26,332 / 39,500 $247,600 / $371,500(1)
2002 Option Plan __ __ 20,000 / 40,000 32,300 / 64,600(2)
Don A. Burdett
1999 Option Plan __ __ 7,224 / 10,837 67,900 / 101,900(1)
2002 Option Plan __ __ 8,333 / 16,667 13,500 / 26,900(2)
Kerry P. Charlet
1999 Option Plan __ __ 13,418 / 20,125 126,200 / 189,300(1)
2002 Option Plan __ __ 10,000 / 20,000 16,100 / 32,300(2)
William H. Cloyd
1999 Option Plan __ __ 10,320 / 15,482 97,100 / 145,600(1)
2002 Option Plan __ __ 8,333 / 16,667 13,500 / 26,900(2)
- -------------------
(1) Based on the exercise price of $8.24 and the closing price on September 30,
2002 of $17.64.
(2) Based on the exercise price of $16.03 and the closing price on September
30, 2002 of $17.64.
Other Benefits
Employment Agreements. The Bank has entered into separate employment
agreements with Messrs. Wilkes, Burdett, Charlet and Cloyd. Messrs. Wilkes' and
Charlet's employment agreements have a term of three years, while Messrs.
Burdett's and Cloyd's agreements have a term of two years. The agreements may be
terminated by the Bank for "just cause" as defined in the agreement. If the Bank
terminates any of these individuals without just cause, they will be entitled to
a continuation of their salary from the date of termination through the
remaining term of the agreement, but in no event for a period of less than one
year. The employment agreements contain a provision stating that after Messrs.
Wilkes', Burdett's, Charlet's or Cloyd's employment is terminated in connection
with any change in control, the individual will be paid a lump sum amount equal
to 2.99 times his five-year average annual taxable cash compensation. In the
event of a change in control as of September 30, 2002, Messrs. Wilkes, Burdett,
Charlet and Cloyd would have received approximately $750,000, $360,000, $525,000
and $450,000, respectively.
Supplemental Executive Retirement Plan. The Bank has implemented a
supplemental executive retirement plan for the benefit of Messrs. Wilkes,
Charlet and Cloyd. The supplemental executive retirement plan will provide
benefits at age 65 that would be comparable to approximately 83% of the benefits
that would have accrued under the terminated pension plan after retirement at
age 65. If a participant terminates employment prior to age 65, then the target
retirement benefits will be reduced. The accumulated deferred compensation
account for each participant will be payable to such participant at anytime
following termination of employment after attainment of age 55, the death or
disability of the participant, or termination of employment following a change
in control of the Bank whereby the Bank or its parent company is not the
resulting entity. As of the fiscal year ended September 30, 2002, Messrs.
Wilkes, Charlet and Cloyd had aggregate benefit accruals under the supplemental
executive retirement plan of approximately $248,000, $154,000, and $156,000,
respectively, and such benefits for the individuals were not vested.
12
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
- --------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The following graph compares the cumulative total stockholder return of
the Common Stock with that of (a) the total return index for domestic companies
listed on the Nasdaq Stock Market and (b) the total return index for banks
listed on the Nasdaq Stock Market. These total return indices of the Nasdaq
Stock Market are computed by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 at the market close on April 7, 1999 (the date the Common
Stock was first traded in the mutual holding company form of organization), and
the reinvestment of dividends as paid. The graph provides comparison at the end
of each fiscal year. On December 22, 2000, FloridaFirst Bancorp, the predecessor
Company, completed its reorganization from the mutual holding company form of
organization to a full stock company. The graph reflects the price of the stock
prior to the reorganization and subsequent to the reorganization. At December
22, 2000, the graph includes adjustments to reflect the exchange ratio in the
reorganization. Prior to the reorganization, the common stock of FloridaFirst
Bancorp was also traded on the Nasdaq National Market under the stock symbol
"FFBK" and the Common Stock of the Company continues to trade under the same
stock symbol.
[GRAPHIC OMITTED]
04/07/99 09/30/99 09/30/00 12/22/00 9/30/01 9/30/02
($) ($) ($) ($) ($) ($)
- ----------------------------- -------------- --------------- -------------- -------------- ------------ ------------
FloridaFirst Bancorp, Inc. 100 106 156 165 226 250
CRSP Nasdaq U.S. Index 100 108 144 98 59 46
CRSP Nasdaq Bank Index 100 98 105 113 119 126
- ----------------------------- -------------- --------------- -------------- -------------- ------------ ------------
13
There can be no assurance that the Company's stock performance will
continue with the same or similar trends depicted in the graph below. The
Company will not make or endorse any predictions as to future stock performance.
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
At the Meeting, stockholders will consider and vote upon the
appointment of independent public accountants for the fiscal year ending
September 30, 2003. Hacker, Johnson & Smith was the Company's independent public
accountants for the fiscal year ended September 30, 2002. The Board of Directors
has approved the selection of Hacker, Johnson & Smith as its independent public
accountants for the fiscal year ending September 30, 2003, subject to
ratification by the Company's stockholders. A representative of Hacker, Johnson
& Smith is expected to be present at the Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if he or she so
desires.
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS
REQUIRES THE APPROVAL OF A MAJORITY OF THE VOTES CAST, AFFIRMATIVELY OR
NEGATIVELY BY THE STOCKHOLDERS OF THE COMPANY AT THE MEETING. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF HACKER, JOHNSON & SMITH AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2003.
- --------------------------------------------------------------------------------
2004 ANNUAL MEETING STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2004, all
stockholder proposals must be submitted to the Secretary at the Company's
office, 205 East Orange Street, Lakeland, Florida 33801-4611, on or before
January 28, 2004. Under the Company's bylaws, in order to be considered for
possible action by stockholders at the 2004 annual meeting of stockholders,
stockholder nominations for director and stockholder proposals not included in
the Company's proxy statement must be submitted to the Secretary of the Company,
at the address set forth above, no later than November 29, 2003.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors does not know of any other matters that are
likely to be brought before the Meeting. If any other matters, not now known,
properly come before the Meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters.
The cost of soliciting 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.
14
- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 2002 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, FLORIDAFIRST BANCORP,
INC., 205 EAST ORANGE STREET, LAKELAND, FLORIDA 33801-4611.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Kerry P. Charlet
Kerry P. Charlet
Secretary
Lakeland, Florida
May 27, 2003
15
- --------------------------------------------------------------------------------
FLORIDAFIRST BANCORP, INC.
205 EAST ORANGE STREET
LAKELAND, FLORIDA 33801-4611
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 2003
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of FloridaFirst
Bancorp, Inc. (the "Company"), or its designee, 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 Stockholders (the "Meeting"), to be held at 205 East
Orange Street, Lakeland, Florida, on Friday, June 27, 2003 at 8:30 a.m., Eastern
Time, and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
I. To elect two directors as listed below with
below with terms to expire in 2005
Arthur J. Rowbotham [_] [_]
J. Larry Durrence [_] [_]
INSTRUCTIONS: To withhold your vote for any individual nominee, write the
nominee's name on the line below.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
II. To ratify the appointment of Hacker,
Johnson & Smith PA as independent public
accountants of the Company for the
fiscal year ending September 30, 2003. [_] [_] [_]
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
16
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and a
Proxy Statement dated May 27, 2003.
[_] Please check here if you
Dated: plan to attend the Meeting.
---------------------------
- --------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- --------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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.
- --------------------------------------------------------------------------------