October 26, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of IFB Holdings, Inc.
(the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 2:00 p.m., Chillicothe, Missouri time
on November 17, 1998 at the Grand River Inn, located at Highways 36 and 65,
Chillicothe, Missouri 64601.
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 during fiscal 1998.
An important aspect of the Annual Meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a
stockholder to vote and participate in this process. Stockholders are being
asked to consider and vote upon the proposal to elect two directors of the
Company. The Board of Directors unanimously recommends that you vote for this
proposal.
I encourage you to attend the Annual Meeting in person. Whether or not you
attend the Annual Meeting, I hope that you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy card and return it
in the postage prepaid envelope provided. Returning a properly executed and
dated proxy card will save the Company additional expense in soliciting proxies
and will ensure that your shares are represented. Please note that you may vote
in person at the Annual Meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Earle S. Teegarden, Jr.
President and Chief Executive Officer
IFB HOLDINGS, INC.
522 Washington Street
Chillicothe, Missouri 64601
(660) 646-3733
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on November 17, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of IFB Holdings, Inc. will be held at the Grand River Inn, located at
Highways 36 and 65, Chillicothe, Missouri at 2:00 p.m., Chillicothe, Missouri
time, on November 17, 1998.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company for three year terms;
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 proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on October 19, 1998
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
------------------------------------
Larry R. Johnson
Secretary
Chillicothe, Missouri
October 26, 1998
- - - - - --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
- - - - - --------------------------------------------------------------------------------
PROXY STATEMENT
IFB HOLDINGS, INC.
522 Washington Street
Chillicothe, Missouri 64601
(660) 646-3733
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 17, 1998
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of IFB Holdings, Inc. (the "Company"), the
parent company of Investors Federal Bank, National Association (the "Bank"), of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the Grand River Inn, located at Highways 36 and
65, Chillicothe, Missouri on November 17, 1998, at 2:00 p.m., Chillicothe,
Missouri time, and all adjournments of the Meeting. The accompanying Notice of
Annual Meeting and this Proxy Statement are first being mailed to stockholders
on or about October 26, 1998.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the proposal to elect two directors of the Company.
VOTE REQUIRED AND PROXY INFORMATION
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the proposal set forth in
this Proxy Statement. The Company does not know of any matters, other than as
described in the Notice of Annual Meeting, that are to come before the Meeting.
If any other matters are properly presented at the Meeting for action, the
persons named in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best judgment.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the nominees
proposed by the Board, or to WITHHOLD AUTHORITY to vote for one or more of the
nominees being proposed. One-third of the shares of the Common Stock entitled
to vote at the Meeting, present in person or represented by proxy, shall
constitute a quorum for purposes of the Meeting. Under Delaware law and the
Company's Certificate of Incorporation and Bylaws, directors are elected by a
plurality of votes cast, without regard to either broker non-votes or proxies as
to which authority to vote for one or more of the nominees being proposed is
withheld. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
Any other matters that may be brought before the Annual Meeting will be
determined by majority of the votes cast, without regard to broker non-votes or
any proxies as to which a stockholder abstains.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary
of the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Larry R.
Johnson, Secretary, IFB Holdings, Inc., 522 Washington Street, Chillicothe,
Missouri 64601.
VOTING SECURITIES AND CERTAIN HOLDERS THEREOF
Stockholders of record as of the close of business on October 19, 1998 will
be entitled to one vote for each share of Common Stock then held. As of that
date, the Company had 474,019 shares of Common Stock issued and outstanding.
The following table sets forth information as of October 19, 1998 regarding
share ownership of those persons or entities known by management to own
beneficially more than five percent of the Common Stock and of all directors and
executive officers of the Company and the Bank as a group.
2
SHARES
Beneficially Percent
Beneficial Owner OWNED OF CLASS
- - - - - ------------------------------------------------- ---------- ---------
Investors Federal Bank 47,401 10.0%
Employee Stock Ownership Plan/(1)/
522 Washington Street
Chillicothe, Missouri 64601
Mortgage Investment Trust Corporation 58,600 12.4%
5200 West 94th Terrace
Prairie Village, KS 66207
Directors and executive officers of the Company 85,374/(2)/ 18.0%
and the Bank as a group (6 persons)
(1) The amount reported represents all shares held by the Employee Stock
Ownership Plan ("ESOP"), of which 7,629 shares have been allocated to
accounts of participants. First Bankers Trust, of Quincy, Illinois, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held in the ESOP's suspense account are voted by the trustee in the
same proportion as allocated shares voted by participants.
(2) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting and/or
investment power. The amount above includes no options to purchase shares
of Common Stock available for grant under the Company's 1997 Stock Option
and Incentive Plan (the "Stock Option Plan") and no shares of restricted
Common Stock available for award under the Company's Recognition and
Retention Plan ("RRP") to directors and executive officers of the Company.
As of the date of this proxy statement, the Company has not awarded any of
such options or shares of restricted Common Stock. Includes 1,640 and
1,129 shares allocated to the individual accounts of Messrs. Teegarden and
Johnson under the Bank's Employee Stock Ownership Plan.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six members, each
of whom is also a director of the Bank. The Directors are divided into three
classes. Directors of the Company are generally elected to serve for a three-
year term which is staggered to provide for the election of approximately one-
third of the directors each year.
The following table sets forth certain information regarding the Company's
Board of Directors, including their terms of office and nominees for election as
directors. 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 the nominee)
will be voted at the Meeting for the election of the nominees identified in the
following table. If any 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 the nominee might be unable to serve, if elected. Except as
described herein, there are no arrangements or understandings between any
director or nominee and any other person pursuant to which such director or
nominee was selected.
3
Shares of
Common Stock
Beneficially
Age at Owned at
June 30, Positions Held Director Current Term October 19, Percent
Name 1998 with the Bank Since (1) to Expire 1998(2) Of Class
---- ---- ------------- --------- --------- ------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
------------------------------------------
Larry R. Johnson 50 Senior Executive Vice 1989 1998 11,134 2.35%
President, Secretary and
Director
J. Michael Palmer 48 Director 1996 1998 20,000 4.22
DIRECTORS CONTINUING IN OFFICE
------------------------------
Robert T. Fairweather 74 Chairman of the Board 1966 1999 100 .02
Edward P. Milbank 59 Vice Chairman of the 1974 1999 20,000 4.22
Board
Earle S. Teegarden, Jr. 62 President and Chief 1964 2000 14,140 2.98
Executive Officer,
and Director
Armand J. Peterson 61 Director 1978 2000 20,000 4.22
_______________________________
(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, shares held by certain members
of the named individuals' families, or held by trusts of which the named
individual is a trustee or substantial beneficiary, with respect to which
shares the named individuals may be deemed to have sole or shared voting
and/or investment power. Also includes shares allocated to the individual
account of Messrs. Teegarden and Johnson under the Company's Employee Stock
Ownership Plan. Does not include options to purchase shares of Common
Stock available for grant under the Company's Stock Option Plan and shares
of restricted Common Stock available for award under the RRP, which options
and shares have not yet been awarded.
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years, except as otherwise indicated.
LARRY R. JOHNSON. Mr. Johnson has been employed by the Bank since December
1974. He is responsible for all lending operations for the Bank and also serves
as personnel officer for the Bank.
J. MICHAEL PALMER. Mr. Palmer is currently a private investor. Until
December 1995, he was Chairman of the Board and Treasurer of Midwest Quality
Gloves, Inc., in Chillicothe. Mr. Palmer was elected to the Board of Directors
in January 1996.
ROBERT T. FAIRWEATHER. Mr. Fairweather is retired. Until his retirement,
Mr. Fairweather was an owner/operator of a retail hardware store in Chillicothe.
Prior to that, he served as the Chief Executive Officer of a credit union.
EDWARD P. MILBANK. Mr. Milbank is Vice Chairman of the Board of the Bank.
Mr. Milbank is the President and CEO of Milbank Mills, Inc., a feed
manufacturing company.
4
EARLE S. TEEGARDEN, JR. Mr. Teegarden has been employed by the Bank since
February 1964. As President and Chief Executive Officer, Mr. Teegarden oversees
the day-to-day operations of the Bank. He is also responsible for investments
and overseeing the Bank's asset/liability management program.
ARMAND J. PETERSON. Mr. Peterson is President and Treasurer of Chillicothe
Iron and Steel, Inc., a steel fabricating company.
OWNERSHIP REPORTS BY OFFICERS AND DIRECTORS
The Common Stock of the Company is registered pursuant to Section 12(g) of
the 1934 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, or 5 with the SEC disclosing changes in
beneficial ownership of the Common Stock. SEC rules require disclosure in the
Company's Proxy Statement and Annual Report on Form 10-KSB 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. Based on the Company's review of such
ownership reports, no officer, director or 10% beneficial owner of the Company
failed to file ownership reports on a timely basis for the fiscal year ended
June 30, 1998.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met 15 times during the year ended June 30, 1998.
During fiscal 1998, no director of the Company attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
The Company formed standing Audit, Nominating and Compensation Committees
in connection with its organization in October 1996.
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures.
This committee also acts on the recommendation by management of an accounting
firm to perform the Company's annual audit and acts as a liaison between the
auditors and the Board. The current members of this committee are Directors
Fairweather, Milbank, Palmer and Peterson. The Company's Audit Committee met
one time in fiscal 1998.
The Nominating Committee meets annually in order to nominate candidates for
membership on the Board of Directors. This committee is comprised of the Board
members who are not up for election. The Nominating Committee met one time
during fiscal 1998.
The Compensation Committee establishes the Company's compensation policies
and reviews compensation matters. This Committee is currently composed of all
members of the Board of Directors. The Compensation Committee met one time
during fiscal 1998.
5
DIRECTOR COMPENSATION
During fiscal 1998, the Company paid each director fees in the amount of
$7,250 for service on the Company's Board of Directors. For the first seven
months of fiscal 1998, all directors of the Bank received a fee of $475 per
meeting and for the last five months of fiscal 1998 the fee was $500 per
meeting. In addition, during fiscal 1998, outside directors of the Bank serving
on the Loan Committee received a $25 fee for each loan reviewed at meetings of
the Loan Committee. In addition, each outside member serving on the Compliance
Committee of the Bank received a fee of $75 for each meeting attended, and the
Chairman of the Committee received a fee of $100 for each meeting attended.
Director Emeritus Program. In order to encourage directors to remain
associated with the Bank's Board of Directors, in January 1995 the Bank adopted
a director emeritus program in which the Board of Directors, in its discretion,
may elect any retiring director as a Director Emeritus, provided the retiring
director has served as a director until reaching mandatory retirement age (or
until being forced to retire due to medical considerations) and such director
has served as a director of the Bank for at least 10 years. Directors Emeritus
of the Bank shall be compensated for their services at a rate of 50% of full
director fees for the first 10 years following election and at a rate of 25% of
full director fees for the second 10 years following election. Thereafter, no
fees shall be payable except that, upon request from the then current Board of
Directors, a Director Emeritus may be invited to attend a Board meeting and as
such shall qualify to receive full board fees for that meeting.
Stock Benefit Plans. The Company's stockholders approved the Stock Option
Plan and the Recognition and Retention Plan at the Annual Meeting of
stockholders held on November 18, 1997. Under these plans, directors of the
Company are eligible to receive awards of stock options and restricted stock.
However, no such awards have been made as of the date of this proxy statement.
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its executive officers since
its formation. However, the Company does reimburse the Bank for services
performed on behalf of the Company by its officers. The Company does not
presently anticipate paying any compensation to such persons until it becomes
actively involved in the operation or acquisition of businesses other than the
Bank.
6
The following table sets forth the compensation paid or accrued by the Bank
for services rendered by Earle S. Teegarden, Jr., the President and Chief
Executive Officer of the Bank. No other executive officer earned in excess of
$100,000 during the past three fiscal years.
==============================================================================================================================
SUMMARY COMPENSATION TABLE
- - - - - ------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards
----------------------------------- -------------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Award(s) SARS Compensation
Position Year ($) ($) ($) ($) (#) ($)
==============================================================================================================================
Earle S. Teegarden, Jr. 1998 $74,250 $12,339 $--- ---/(1)/ ---/(2)/ $20,113(3)
President and Chief 1997 $71,750 $13,786 $--- ---/(1)/ ---/(2)/ $14,875(4)
Executive Officer 1996 $69,450 $16,423 $--- ---/(1)/ ---/(2)/ $12,293(5)
==============================================================================================================================
- - - - - --------------------------
(1) No awards of restricted stock were made during the fiscal year presented.
Awards of restricted stock under the RRP may be made in the future.
(2) No options or Stock Appreciation Rights ("SARs") were awarded during the
fiscal years presented. Awards of options or SAR's under the Stock Option
Plan may be made in the future.
(3) Includes Board fee of $7,250, earned insurance commissions of $1,283 and
$11,580 contributed under the ESOP for the benefit of Mr. Teegarden.
(4) Includes Board fee of $8,325, earned insurance commissions of $1,743 and
$4,807 contributed under the ESOP for the benefit of Mr. Teegarden.
(5) Includes Board fees of $6,600, a profit-sharing contribution of $4,381 and
earned insurance commissions of $1,312.
STOCK OPTIONS
The Board of Directors of the Company has adopted the Stock Option Plan,
which has been approved by the stockholders. Certain directors, officers and
employees of the Bank and the Company are eligible to participate in the Stock
Option Plan. The Stock Option Plan is administered by a committee of outside
directors (the "Committee"). The Stock Option Plan authorizes the grant of
stock options equal to 59,252 shares of Common Stock. The Stock Option Plan
provides, among other things, for the grant of options to purchase Common Stock
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code, and options that do not so qualify ("nonstatutory options").
Options must be exercised within 10 years from the date of grant. The exercise
price of the options must be at least 100% of the fair market value of the
underlying Common Stock at the time of the grant. No stock options were granted
during fiscal 1998.
EMPLOYMENT AGREEMENTS
The Bank entered into an employment agreement effective upon consummation
of the stock conversion, with Earle S. Teegarden, Jr., President and Chief
Executive Officer, providing for a term
7
of three years. The contract provides for payment to the employee for the
remaining term of the contract unless the employee is terminated "for cause."
The employment agreement for Mr. Teegarden provides for an annual base
salary as determined by the Board of Directors, but not less than the employee's
current salary. Mr. Teegarden's base salary (exclusive of director fees and
bonuses) was $73,000 in calendar year 1997, and was increased to $75,500 in
1998. So long as the contract remains in force, salary increases will be
reviewed not less often than annually thereafter, and are subject to the sole
discretion of the Board of Directors. The employment contract provides for
annual extensions of one additional year, but only upon express authorization by
the Board of Directors at the end of each year. The contract provides for
termination upon the employee's death, for cause or in certain events specified
by OTS regulations. The employment contract is terminable by the employee upon
90 days' notice to the Bank.
In the event there is a change in control of the Company or the Bank, as
defined in the agreement, and if employment terminates involuntarily, as defined
in the agreement, in connection with such change in control or within 12 months
thereafter, the employment contract provides for a payment equal to 299% of Mr.
Teegarden's base amount of compensation as defined in the Code. Assuming a
change in control were to take place as of June 30, 1998, the aggregate amounts
payable to Mr. Teegarden pursuant to this change in control provision would be
approximately $225,745.
The contract provides, among other things, for participation in an
equitable manner in employee benefits applicable to executive personnel. The
employment contract may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Bank.
The Bank also entered into an employment agreement with Larry R. Johnson,
Senior Executive Vice President and Secretary. This agreement also provides for
a term of three years and a change of control payment equal to 299% of Mr.
Johnson's prior years' compensation plus certain additional benefits such as
health insurance. This agreement is otherwise similar to the employment
agreement with Mr. Teegarden.
BENEFIT PLANS
GENERAL. The Bank currently provides health care benefits, including
medical and prescription plan benefits, subject to certain deductibles and
copayments by employees, and group life insurance to its full time employees.
INDEBTEDNESS OF MANAGEMENT
The Bank has followed a policy of granting consumer loans and loans secured
by one- to four-family real estate to officers, directors and employees. Loans
to directors and executive officers are made in the ordinary course of business
and on the same terms and conditions as those of comparable transactions with
the general public prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
8
All loans by the Bank to its directors and executive officers are subject
to federal regulations restricting loan and other transactions with affiliated
persons of the Bank. Federal law currently requires that all loans to directors
and executive officers be made on terms and conditions comparable to those for
similar transactions with non-affiliates. Loans to all directors, executive
officers, employees and their associates totaled $522,860 at June 30, 1998,
which was 5.6% of the Company's stockholders' equity at that date. There were
no loans outstanding to any director, executive officer or their affiliates at
preferential rates or terms which in the aggregate exceeded $60,000 during the
three years ended June 30, 1998. All loans to directors and officers were
performing in accordance with their terms at June 30, 1998.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 1998
were Lockridge, Constant & Conrad, LLC. The Company's Board of Directors is in
the process of obtaining proposals from several accounting firms (including
Lockridge, Constant & Conrad, LLC) to act as independent auditors for the
Company for the fiscal year ending June 30, 1999, and, as of the date hereof,
the Company has not yet selected the Company's independent auditors for the
1999 fiscal year. Representatives of Lockridge, Constant & Conrad, LLC are
expected to attend the Meeting. They will be given the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from stockholders present at the Meeting.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 522
Washington Street, Chillicothe, Missouri 64601 no later than June 29, 1999. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Under the Company's By-laws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 90 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company. The notice must include certain information as specified in the
Company's bylaws.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
9
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 solicitation by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Chillicothe, Missouri
October 26, 1998
10
IFB HOLDINGS, INC.
ANNUAL MEETING OF STOCKHOLDERS
November 17, 1998
The undersigned hereby appoints Robert T. Fairweather and Armand J.
Peterson, with full powers of substitution, to act as attorneys and proxies for
the undersigned to vote all shares of capital stock of IFB Holdings, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") to be held at the Grand River Inn, located at
Highways 36 and 65, Chillicothe, Missouri, on November 17, 1998 at 2:00 p.m.,
Chillicothe, Missouri time and at any and all adjournments and postponements
thereof.
1. The election as directors of all nominees listed below (except as marked to
the contrary):
[_] FOR [_] VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee, strike a
line in that nominee's name below.
LARRY R. JOHNSON
J. MICHAEL PALMER
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE 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.
The Board of Directors recommends a vote "FOR" the election
OF THE NOMINEES LISTED ABOVE.
(Continued and to be SIGNED on Reverse Side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements 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 such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: , 1998 -------------------------------------
--------------------- Signature of Stockholder
Please sign exactly as your name(s)
appear(s) to the left. 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-PAID ENVELOPE