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:
<Table>
[ ] 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-11(c) or Rule 14a-12
</Table>
LSB BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS OF
LSB BANCSHARES, INC.
ONE LSB PLAZA
LEXINGTON, NORTH CAROLINA 27292
To the Shareholders of LSB Bancshares, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of LSB
Bancshares, Inc. ("Bancshares"), called under authority of Article 2, Section 2,
of the Bylaws of Bancshares, will be held at Bancshares' headquarters, located
at One LSB Plaza, 5th Floor, Lexington, North Carolina, 27292, on Wednesday,
April 17, 2002 at 10:00 a.m. Shareholders of record at the close of business on
March 4, 2002 are entitled to notice of and to vote at the meeting and any
adjournment thereof. Following the Annual Meeting, shareholders of record are
cordially invited to a luncheon at the J. Smith Young YMCA, located at 119 West
Third Avenue, Lexington, North Carolina 27292, at 12:30 p.m.
The purposes of the meeting are to consider and act upon the following
proposals:
- To elect five members of the Board of Directors;
- To ratify the appointment of Turlington and Company,
L.L.P., to conduct the independent audit for 2002; and
- To consider such other business as may properly come
before the meeting.
We urge you to attend this meeting. It is extremely important that your
shares be represented regardless of the number you own. Whether or not you
expect to be present at the meeting, please sign and return your proxy to
Bancshares in the enclosed envelope at your earliest convenience. Unless you
indicate to the contrary, your proxy will be cast FOR the nominees for director
named in the accompanying Proxy Statement and FOR the ratification of the
appointment of Turlington and Company, L.L.P. to conduct the independent audit
for 2002, each as described in more detail in the accompanying Proxy Statement.
In the event that you attend the meeting in person, you may revoke your proxy
and vote your shares in person.
This 19th day of March, 2002.
Yours very truly,
Robert F. Lowe
Chairman, President and
Chief Executive Officer
LSB BANCSHARES, INC.
ONE LSB PLAZA
LEXINGTON, NORTH CAROLINA 27292
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of the Board of
Directors of LSB Bancshares, Inc. ("Bancshares") for use at the Annual Meeting
of Shareholders (the "Annual Meeting") to be held on Wednesday, April 17, 2002
at 10:00 a.m. at Bancshares' headquarters, located at One LSB Plaza, 5th Floor,
Lexington, North Carolina, 27292, and at any adjournment thereof. Following the
Annual Meeting, shareholders of record are cordially invited to a luncheon at
the J. Smith Young YMCA, located at 119 West Third Avenue, Lexington, North
Carolina 27292, at 12:30 p.m. The entire cost of this proxy solicitation will be
borne by Bancshares. In addition, personal solicitation may be conducted by
directors, officers and employees of Bancshares and its subsidiary, Lexington
State Bank (the "Bank"). This Proxy Statement and the accompanying proxy card
were first mailed to shareholders on or about March 19, 2002.
The shares of Bancshares common stock (the "Common Stock") represented
by the accompanying proxy card will be voted at the meeting if the proxy card is
properly signed, dated and received by Bancshares prior to the time of the
meeting. Where a choice is specified on the proxy card as to the vote on any
matter to come before the meeting, the proxy will be voted in accordance with
such specification. If no choice is specified, the proxy will be voted FOR the
nominees for director named herein and FOR the ratification of the appointment
of Turlington and Company, L.L.P. to conduct the independent audit for 2002. Any
shareholder giving a proxy has the right to revoke it at any time before it is
voted by delivering a written revocation or an executed proxy bearing a later
date to the Secretary of Bancshares or by attending and voting in person at the
meeting. If a shareholder is a participant in the Dividend Reinvestment Stock
Purchase Plan, the proxy represents the number of shares of Common Stock in the
shareholder's dividend reinvestment account as well as shares held of record
directly by the shareholder.
VOTING PROCEDURES
Shareholders of record at the close of business on March 4, 2002 will
be entitled to vote at the Annual Meeting. At the close of business on March 4,
2002, 8,441,846 shares of Common Stock were outstanding and entitled to vote.
There is no other class of voting stock outstanding. On all matters properly
brought before the meeting, shareholders are entitled to one vote for each share
held.
The holders of a majority of the total shares of Common Stock
outstanding on the record date, whether present at the Annual Meeting in person
or represented by Proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. The shares held by each shareholder who signs
and returns the enclosed Proxy will be counted for the purposes of determining
the presence of a quorum at the meeting, whether or not the shareholder abstains
on all or any matter to be acted on at the meeting. Broker non-votes (that is,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
on a particular matter as to which the brokers or nominees do not have
discretionary power) may be counted as present or represented for purposes of
determining the presence or absence of a quorum for the transaction of business,
but not for purposes of determining the voting power present with respect to
proposals in respect of which brokers do not have discretion (non-discretionary
proposals).
The laws of North Carolina, under which Bancshares is incorporated,
provide that, in connection with the election of directors, the persons
receiving a plurality of the votes cast will be elected as directors.
Accordingly, the withholding of authority by a shareholder (including broker
non-votes) will not be counted in computing a plurality and thus will have no
effect on the results of the election of such nominees. The proposal to ratify
the appointment of Turlington and Company, L.L.P. to conduct the independent
audit of Bancshares for 2002 will be approved if the number of votes cast "for"
such proposal exceeds the number of votes cast "against" such proposal.
Abstentions and broker non-votes that are not voted on a particular proposal
will not be counted as votes for or against such proposals.
PROPOSAL 1: ELECTION OF DIRECTORS
The Bylaws of Bancshares provide for a classified Board of Directors
consisting of not less than nine and not more than 24 directors, the number to
be determined by resolution of a majority of the Board of Directors or by
resolution of the shareholders at any meeting thereof. The Board of Directors
has set the number of directors at 14. The persons nominated by the Board of
Directors to serve as directors for a three-year term expiring at the 2005
Annual Meeting, as set forth below, were elected as directors at the 1999 Annual
Meeting.
The persons named as proxies in the accompanying proxy card intend to
vote in favor of the nominees named below. Such nominees have consented to serve
as directors of Bancshares if elected. If, at the time of the meeting, any of
such nominees are unable or unwilling to serve, the discretionary authority
provided in the accompanying proxy card will be exercised to vote for such other
person or persons for the office of director as may be nominated by the Board of
Directors. Proxies cannot be voted for a greater number of nominees than the
number named in this Proxy Statement.
Additional information about each of the nominees and the continuing
directors is provided below. The number of years of service on the Board of
Directors indicated in the following table includes service on the Board of
Directors of the Bank prior to the incorporation of Bancshares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR ELECTION AS A
DIRECTOR TO SERVE UNTIL THE 2005 ANNUAL MEETING
NOMINEES FOR ELECTION AS A DIRECTOR
TO SERVE UNTIL THE 2005 ANNUAL MEETING
DIRECTOR PRINCIPAL OCCUPATION
NAME AND AGE SINCE FOR PAST FIVE YEARS
------------ ----- --------------------
Leonard H. Beck (66) 1995 President, Green Printing Company
Marvin D. Gentry (66) 1997 Retired; former President and CEO of The New Fortis Corporation,
a wholly-owned subsidiary of K. Hovnanian Enterprises
Samuel R. Harris (60) 1990 Physician, The Women's Center of Lexington
David A. Smith (64) 1990 Owner, Red Acres Dairy Farm
Burr W. Sullivan (55) 1987 President, Dorsett Printing and Lithograph Corporation
-2-
INCUMBENT DIRECTORS
SERVING UNTIL THE 2003 ANNUAL MEETING
DIRECTOR PRINCIPAL OCCUPATION
NAME AND AGE SINCE FOR PAST FIVE YEARS
------------ ----- --------------------
Sue H. Hunter (66) 1999 President and Co-owner of Thomasville Emporium; Vice President
of Side Street Cafe; former Davidson County Commissioner and
Vice Chairperson; Member, City Council, Thomasville, North
Carolina
Robert F. Lowe (59) 1983 Chairman, President and CEO of Bancshares, the Bank and Peoples
Finance Company of Lexington, Inc., a subsidiary of the Bank;
President and a director of LSB Investment Services, Inc., a
subsidiary of the Bank
Roberts E. Timberlake (65) 1979 Artist/Designer; Chairman, President and CEO of Bob Timberlake,
Inc.
Lloyd G. Walter, Jr. (67) 1997 Architect; sole proprietor d/b/a LGW Consulting; former CEO and
Principal of Walter, Robbs, Callahan & Pierce Architects, P.C.
Julius S. Young, Jr. (54) 1988 President, Jay Young Management, Inc., (asset management)
INCUMBENT DIRECTORS
SERVING UNTIL THE 2004 ANNUAL MEETING
DIRECTOR PRINCIPAL OCCUPATION
NAME AND AGE SINCE FOR PAST FIVE YEARS
------------ ----- --------------------
Michael S. Albert (47) 1995 President, CEO and Director of Billings Freight Systems, Inc.;
Treasurer of Cargo Carriers, Inc.; Vice President of Metro Motor
Express, Inc.
Peggy B. Barnhardt (68) 1995 Retired since 1996; formerly Deputy Superintendent, Davidson
County Schools
Walter A. Hill, Sr. (62) 1983 President, Hill Oil Company, Inc.; Vice President and Secretary,
NorthCo, Inc. (construction development)
Robert B. Smith, Jr. (63) 1969 Attorney, Smith and Gamblin PLLC
MANAGEMENT'S OWNERSHIP OF COMMON STOCK
The following table sets forth information concerning the beneficial
ownership of Common Stock by each director, nominee for director and each
executive officer named under the heading "Executive Compensation" herein, and
by all directors and executive officers as a group as of March 4, 2002.
Management is aware of no person who beneficially owns more than five percent of
the outstanding shares of Common Stock. According to rules promulgated by the
Securities and Exchange Commission (the "SEC"), a person is the "beneficial
owner" of securities if he or she has or shares the power to vote them or to
direct their investment, or has the right to acquire ownership of such
securities within 60 days through the exercise of an option, warrant, right of
conversion of a security or otherwise.
-3-
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF COMMON STOCK
Shares Held in Shared Voting % of
Trust and Total
Name of Beneficial Under the 60 day Investment Voting
Owner Sole Shares Deferred Plan Options(1) Power Total Shares
----- ----------- ------------- ---------- ----- ----- ------
Michael S. Albert 2,604 3,642 3,125 8,006 17,377 0.21%
Peggy B. Barnhardt 2,977 1,793 3,125 0 7,895 0.09%
Leonard H. Beck 8,981 0 3,125 0 12,106 0.14%
Marvin D. Gentry 8,202 2,520 2,500 11,266 24,488 0.29%
Samuel R. Harris 3,213 5,626 3,125 0 11,964 0.14%
Walter A. Hill, Sr. 12,009 7,135 3,125 10,542 32,811 0.39%
Sue H. Hunter 383 2,004 1,875 460 4,722 0.06%
Robert F. Lowe 35,778 5,616 112,621 40,179 194,194 2.30%
David A. Smith 15,123 4,107 3,125 0 22,355 0.26%
Robert B. Smith, Jr. 20,184 7,135 3,125 0 30,444 0.36%
Burr W. Sullivan 5,085 5,616 3,125 3,968 17,794 0.21%
Roberts E. Timberlake 9,753 5,616 3,125 19,892(2) 38,386 0.45%
Lloyd G. Walter, Jr. 7,741 2,520 2,500 0 12,761 0.15%
Julius S. Young, Jr. 31,436 6,602 3,125 0 41,163 0.49%
Monty J. Oliver 20,251 0 39,748 75 60,074 0.71%
H. Franklin Sherron, Jr. 21,722 0 48,498 15,578 85,798 1.02%
All directors and
executive officers as
a group (16 persons) 205,442 59,932 238,992 109,966 614,332 7.28%
- --------------
(1) "60 Day Options" means shares underlying options exercisable within 60 days
of the record date.
(2) Includes: (a) 6,352 shares held by the Bank as trustee of certain trusts for
the benefit of Mr. Timberlake's wife, over which Mr. Timberlake shares
investment power but has no voting power and (b) 12,253 shares held in trusts
for Mr. Timberlake's benefit, over which Mr. Timberlake shares investment power
with the Bank as trustee and over which the Bank has exclusive voting power.
-4-
CORPORATE GOVERNANCE
The Board of Directors of Bancshares has standing Executive, Stock
Option and Compensation, and Audit Committees. There are no other committees of
the Board of Directors of Bancshares. The entire Board of Directors of
Bancshares nominates persons to serve as directors.
The Executive Committee of Bancshares reviews various strategic matters
and submits proposals or recommendations to Bancshares' Board of Directors. The
Executive Committee is empowered to act and does act for Bancshares' Board of
Directors on strategic matters. The Executive Committee is comprised of Messrs.
Robert F. Lowe, Michael S. Albert, David A. Smith, Robert B. Smith, Jr., Burr W.
Sullivan and Julius S. Young, Jr. The Executive Committee did not meet during
2001.
The Stock Option and Compensation Committee administers the 1986
Employee Incentive Stock Option Plan, the 1996 Omnibus Stock Incentive Plan and
the Annual Incentive Plan (the "Incentive Plan") and the Old North State Bank
1990 Incentive Stock Option Plan and the Piedmont Bancshares Corporation Stock
Option Plan, both of which were assumed by Bancshares in connection with its
acquisition of Old North State Bank. The Stock Option and Compensation Committee
selects employees for participation in such plans and determines the timing,
pricing and amount of stock options granted and the amount of incentive
compensation earned pursuant to the plans within the terms of the plans. The
Stock Option and Compensation Committee is also responsible for administering
the 1994 Director Stock Option Plan and the LSB Bancshares, Inc. Amended and
Restated Deferred Compensation Plan for Directors. The Stock Option and
Compensation Committee is comprised of Messrs. Michael S. Albert, Robert B.
Smith, Jr., Burr W. Sullivan, Lloyd G. Walter, Jr. and Julius S. Young, Jr. The
Stock Option and Compensation Committee met three times during 2001.
Bancshares' Audit Committee reviews and approves various audit
functions and is responsible for reviewing and considering the work of the
Bank's independent accountants and internal auditing department as well as
separate examinations of the Bank by the Federal Deposit Insurance Corporation
and the North Carolina Commissioner of Banks. Bancshares' Audit Committee is
comprised of Messrs. Michael S. Albert, Marvin D. Gentry, Walter A. Hill, Sr.,
Robert B. Smith, Jr., Burr W. Sullivan, and Julius S. Young, Jr. Bancshares'
Audit Committee met four times during 2001. The Board of Directors and the Audit
Committee have adopted a written charter for the Audit Committee, a copy of
which was included in the Company's Proxy Statement for its 2001 Annual Meeting,
which was filed with the Securities and Exchange Commission on March 21, 2001.
Each of the members of the Audit Committee meets the independence requirements
of Rule 4200(a)(14) of the National Association of Securities Dealers' listing
standards.
The Board of Directors of the Bank has a standing Executive Committee.
The Executive Committee of the Bank reviews various strategic matters and
submits proposals and recommendations to the Bank's Board of Directors. The
Executive Committee is empowered to and does act for the Bank's Board of
Directors on strategic matters. The Bank's Executive Committee is comprised of
Messrs. Michael S. Albert, Robert F. Lowe, David A. Smith, Robert B. Smith, Jr.,
Burr W. Sullivan and Julius S. Young, Jr. The Bank's Executive Committee met 25
times in 2001.
During 2001, the Board of Directors of Bancshares met 13 times and the
Board of Directors of the Bank met 13 times. All directors attended at least 75
percent of the aggregate of
-5-
the total number of meetings of the Board of Directors of Bancshares and the
Bank (held during the period for which each person was a director) and the total
number of meetings held by all committees of the Boards on which such directors
served throughout 2001.
Shareholders entitled to vote in the election of directors may nominate
candidates for consideration by the Board of Directors of Bancshares. Pursuant
to the Bylaws of Bancshares, notice of nominations made by shareholders with
respect to the 2003 Annual Meeting must be received in writing by the Secretary
of Bancshares no earlier than January 3, 2003 and no later than January 28, 2003
and must set forth (i) the name, age, business address and, if known, residence
address of the nominee, (ii) the principal occupation or employment of the
nominee, (iii) the nominee's qualifications to serve as a director, (iv) the
number of shares of Common Stock beneficially owned by the nominee, (v) a
representation that the nominee has consented to his name being placed in
nomination, (vi) the name and record address of the shareholder making the
nomination, (vii) the number of shares of Common Stock owned of record and
beneficially by such shareholder, and (viii) any material interest of such
shareholder in the proposed nomination.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation awarded, paid to
or earned by the executive officers of Bancshares during each of the years ended
December 31, 2001, December 31, 2000 and December 31, 1999:
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------ ------------
AWARDS
------
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
------------------ ---- ------ ----- ------- ---------------
Robert F. Lowe 2001 $265,000 $15,841 10,000 $156,031
President and CEO 2000 250,000 0 10,000 109,061
1999 225,000 85,012 10,000 88,774
Monty J. Oliver 2001 162,000 11,627 5,000 65,123
Secretary and Treasurer 2000 150,000 9,148 5,000 49,355
1999 140,000 32,298 5,000 45,034
H. Franklin Sherron, Jr. 2001 155,000 9,318 5,000 16,218
Vice President 2000 142,000 8,793 5,000 14,256
1999 130,000 49,006 5,000 10,941
- ------------------------------
(1) Compensation set forth in this column represents (i) amounts contributed by
the Bank for the account of the executive officers under the Lexington
State Bank Employees' Savings Plus Plan for each of 2001, 2000, and 1999 as
follows: Mr. Lowe, $5,249, $5,100 and $4,800; Mr. Oliver, $5,134, $5,093,
and $4,214; and Mr. Sherron, $4,913, $5,250, and $4,493; and (ii) life
insurance premiums paid by Bancshares for each of 2001, 2000 and 1999 as
follows: Mr. Lowe, $150,782, $103,961, and $83,974; Mr. Oliver, $59,989,
$44,262, and $40,820; and Mr. Sherron, $11,305, $9,006 and $6,448.
-6-
The following table sets forth certain information regarding the stock
options granted to the executive officers of Bancshares in 2001. Bancshares has
no outstanding stock appreciation rights ("SARs") and granted no SARs during
2001. In addition, in accordance with the rules of the SEC, the table sets forth
the hypothetical gains or "option spreads" that would exist for the respective
options based on assumed rates of annually compounded Common Stock price
appreciation of 5% and 10% from the date the options were granted over the full
option term.
OPTION GRANTS IN LAST FISCAL YEAR(1)
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE(1) 5% 10%
---- ---------- ------------- ----------- ---------- ------- --------
Robert F. Lowe................ 10,000 14.8% $13.55 5/21/11 $85,215 $215,952
Monty J. Oliver............... 5,000 7.4 13.55 5/21/11 42,607 107,976
H. Franklin Sherron, Jr....... 5,000 7.4 13.55 5/21/11 42,607 107,976
- -------------------------
(1) Options become exercisable in installments of 20% on each anniversary date
following the date of grant, and thereafter may be exercised in whole or in
part at any time prior to the expiration date.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on the fair market value per share on the date of grant and
assumed rates of stock price appreciation of 5% and 10% compounded annually
from the date the respective options were granted to their expiration date.
These assumptions are mandated by the rules of the Securities and Exchange
Commission and are not intended to forecast future appreciation of our
stock price. The potential realizable value computation is net of the
applicable exercise price, but does not take into account federal or state
income tax consequences and other expenses of option exercises or sales of
appreciated stock. Actual gains, if any, are dependent upon the timing of
such exercise and the future performance of our Common Stock. There can be
no assurance that the rates of appreciation in this table can be achieved.
This table does not take into account any appreciation in the price of our
Common Stock to date.
The following table sets forth certain information regarding stock
options exercised during 2001 by the executive officers of Bancshares, including
the aggregate value of gains on the date of exercise. In addition, this table
includes the number of shares of Common Stock subject to exercisable and
unexercisable stock options as of December 31, 2001. The table also sets forth
the values for "in-the-money" options based on the positive spread between the
exercise price of such stock options and the closing sale price of a share of
Bancshares Common Stock on the Nasdaq National Market on December 31, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(2)
ACQUIRED VALUE ------------------------- ---------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
Robert F. Lowe.................. 0 0 112,621 30,500 198,896 0
Monty J. Oliver................. 2,400 13,996 39,748 15,250 43,919 0
H. Franklin Sherron, Jr......... 0 0 48,498 15,250 79,557 0
- -------------------------
(1) Amounts disclosed in this column do not reflect amounts actually received
by the Executive Officers but are calculated based on the difference
between the fair market value on the date of exercise of the options and
the exercise price of the options. The Executive Officers will receive cash
only if and when they sell the Common Stock issued upon exercise of the
options, and the amount of cash received by such individuals is dependent
on the
-7-
price of our Common Stock at the time of such sale, federal and state
income taxes and other expenses of option exercises and sales of stock.
(2) Based on the fair market value of our Common Stock as of December 31, 2001
of $12.85 per share as reported on the Nasdaq National Market, less the
exercise price payable upon exercise of such options.
PENSION PLAN
The Bank's Employees' Pension Plan is a non-contributory plan that
covers all employees who work at least 1,000 hours annually, are at least 21
years old and have completed one year of service. The plan is a defined benefit
plan, providing for benefits equal to 0.8% of final average monthly
compensation, multiplied by years of credited service not to exceed 40 years,
plus 0.65% of final average monthly compensation in excess of the social
security compensation amount, multiplied by years of credited service not to
exceed 35 years. Final average compensation is the average of the five highest
consecutive calendar years of compensation paid during the ten calendar years
preceding retirement. The compensation covered by the plan consists of total
compensation paid excluding reimbursement of expenses. A participant's accrued
benefit is fully vested and non-forfeitable upon reaching age 65. If a
participant terminates employment for any reason other than death, disability or
retirement, the participant's accrued benefits will vest after five years of
service. Benefits can be paid in a lump sum only if the distribution is $10,000
or less. Distributions over $10,000 must be paid in monthly payments. Benefits
are also provided for early retirement, deferred retirement, disability
retirement and death.
The following table shows estimated annual benefits payable upon
retirement at age 65 to participants under the plan.
PENSION PLAN TABLE
ESTIMATED YEARS OF CREDITED SERVICE
ANNUAL BENEFIT PAYABLE ON RETIREMENT(1)
FINAL AVERAGE YEARS OF SERVICE
COMPENSATION 15 20 25 30 35
------------- -- -- -- -- --
$225,000 $33,100 $44,200 $55,200 $66,300 $77,300
200,000 33,100 44,200 55,200 66,300 77,300
175,000 33,100 44,200 55,200 66,300 77,300
150,000 28,800 38,400 48,000 57,600 67,200
125,000 23,300 31,100 38,900 46,700 54,500
100,000 17,900 23,900 29,800 35,800 41,800
75,000 12,500 16,600 20,800 24,900 29,100
50,000 7,000 9,400 11,700 14,100 16,400
- ------------------------
(1) Some of the amounts shown exceed the limits imposed by federal law for
qualified plans.
Benefits payable as shown in the table are computed on a straight-life
annuity basis. Such amounts are not subject to deduction for social security
benefits or other amounts received by participants. Years of credited service
for the persons named in the summary compensation table above are as follows:
Mr. Lowe (31); Mr. Oliver (23); and Mr. Sherron (11).
-8-
STOCK PERFORMANCE GRAPH
The following graph and table compare, for the five-year period ended
December 31, 2001, the cumulative return to shareholders of Bancshares with the
Standard & Poor's 500 Stock Index and an index consisting of 500 major regional
banks, assuming investment of $100 at the beginning of the period and the
reinvestment of dividends.
TOTAL RETURN TO SHAREHOLDERS
(DIVIDENDS REINVESTED MONTHLY)
-------------------------------------------------------------------------
ANNUAL RETURN PERCENTAGE
Years Ending
- ------------------------------------------------------------------------------------------------------------------
Company/Index Dec 1997 Dec 1998 Dec 1999 Dec 2000 Dec 2001
- ------------------------------------------------------------------------------------------------------------------
LSB BANCSHARES INC/NC 36.11 -5.42 -15.59 -26.07 20.61
S&P 500 INDEX 33.38 28.58 21.04 -9.10 -11.89
BANKS (MAJOR REGIONAL) - 500 50.37 10.49 -14.20 28.03 -6.78
- ------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------
Base INDEXED RETURNS
Period Years Ending
- ------------------------------------------------------------------------------------------------------------------
Company/Index Dec 96 Dec 97 Dec 98 Dec 99 Dec 00 Dec 01
- ------------------------------------------------------------------------------------------------------------------
LSB BANCSHARES INC/NC 100 136.11 128.73 108.66 80.33 96.69
S&P 500 INDEX 100 133.36 171.48 207.56 188.63 166.24
BANKS (MAJOR REGIONAL) - 500 100 150.37 166.13 142.55 182.50 170.14
- ------------------------------------------------------------------------------------------------------------------
The Stock Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (collectively, the "Acts"), except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
-9-
COMPENSATION OF DIRECTORS
Each member of the Board of Directors of Bancshares receives a fee of
$300 for each Board meeting attended, plus a retainer for services of $1,000 per
quarter (collectively the "Compensation"). The Compensation is paid to the
director in shares of Common Stock of the Company at the shares' then-current
fair market value, and in accordance with Bancshares' Deferred Compensation Plan
for Directors (the "Deferred Plan").
Under the Deferred Plan, prior to the beginning of each calendar year,
each director may elect to (i) receive his or her Compensation for the following
year currently, or (ii) defer his or her Compensation for the following year
until he or she retires, dies while still a director, becomes permanently
disabled or otherwise discontinues service as a director. Each director's
interest in the Deferred Plan is nonassignable, although each director may name
a beneficiary to receive his or her deferred compensation in the event of the
director's death.
In addition, each non-management director receives a fee of $200 in
cash for each committee meeting of Bancshares and the Bank that he or she
attends. This fee is paid on the date such committee meeting is held.
Bancshares also grants each non-management director a five-year option
to purchase 625 shares of Common Stock. The exercise price of each option is the
fair market value of the Common Stock on the date of grant. The option is
granted on the date of the annual shareholders' meeting.
The Board believes that the Deferred Plan provides an opportunity to
strengthen the alignment of shareholders' and directors' interests. The Deferred
Plan also offers the Company a means to provide for the financial security of
its directors so that their services may be retained. The Board also believes
that receiving shares of the Company's Common Stock as compensation will be
recognized by shareholders as a commitment to maximize long-term shareholder
value. The Committee will study and evaluate on an ongoing basis the amount and
type of compensation paid to directors in order to maximize the alignment of the
long-term interests of Bancshares' shareholders with those of the directors.
THE STOCK OPTION AND COMPENSATION COMMITTEE REPORT
The following report of the Stock Option and Compensation Committee of
the Board of Directors of Bancshares provides information with respect to the
compensation paid to Bancshares' Chief Executive Officer, Robert F. Lowe, and to
its other executive officers, Messrs. Sherron and Oliver.
Bancshares' executive compensation program is administered by the Stock
Option and Compensation Committee (the "Committee") of the Board of Directors of
Bancshares. The Committee is comprised of the individuals listed at the end of
this report, each of whom is a non-employee director of Bancshares and the Bank.
Bancshares' compensation program for executive officers consists of the
following elements: annual salary; performance-based cash awards under the
Annual Incentive Plan (the "Incentive Plan"); annual grants of options under the
1996 Omnibus Stock Incentive Plan (the "1996 Plan"); annual matching
contributions under the Lexington State Bank Employees' Savings Plus Plan (the
"Bank Savings Plan"); and Employment Continuity Agreements. The Committee grants
stock options under the 1996 Plan to the executive officers. Under the Incentive
Plan, the Committee recommends to the Bank's Board of Directors the related
incentive compensation amounts for executive officers. The
-10-
Committee recommends to the Bank's Board of Directors the salary levels for
executive officers, and the Bank's Board of Directors determines matching
contributions under the Bank Savings Plan.
Bancshares' executive compensation program is designed to enable
Bancshares to attract, retain and reward executive officers. The Committee
intends to keep compensation levels competitive with a representative sample of
the Bank's peer groups. The Committee's strategy is to maintain a structure
within the executive compensation program that strengthens the link between
executive compensation, Bancshares' performance, individual performances of the
executive officers and shareholder interests. In accordance with this strategy,
in February 1996, Bancshares' Board of Directors adopted the Incentive Plan.
Under the Incentive Plan, executive officers recommended by the Committee and
approved by the Bank's Board of Directors can earn incentive compensation if
Bancshares achieves the operating performance objectives approved by Bancshares'
Board of Directors, and the executive officers achieve individual performance
objectives. The Committee believes that the Incentive Plan motivates Bancshares
executive officers to achieve Bancshares' business goals and objectives.
The following sections of this Report describe the compensation program
for executive officers in effect in 2001.
BASE SALARY
Base salaries for executive officers are reviewed and approved by the
Bank's Board of Directors based upon recommendations by the Committee. The
Committee recommends salaries based upon a review of the range of salaries
earned by executive officers within a representative peer group, although there
is no predetermined point within such range at which the Committee targets
salaries. In determining base salaries, the Committee does not establish
performance thresholds or other measures that directly relate base salaries to
operating performance.
The base salary paid to Bancshares' Chief Executive Officer, Robert F.
Lowe, during 2001 reflects the base salary policies described above. Mr. Lowe's
2001 salary was at the midpoint of the range of salaries paid to the chief
executive officers of the Bank's peer group. The Committee believes that Mr.
Lowe's 2001 base salary, which was a 6% increase over his 2000 base salary, is
consistent with the salaries paid to executives of the Bank's peer group. Mr.
Lowe's 2001 total compensation, which includes his base salary plus bonus and
all other compensation, was a 21.7% increase from his 2000 total compensation.
The base salaries paid to Bancshares' other executive officers, Messrs.
Sherron and Oliver, are recommended by Mr. Lowe to the Committee. The 2001 base
salary paid to Mr. Sherron was at the 91st percentile of the range of salaries
paid to executive officers of the Bank's peer group and is based on years of
experience. Mr. Sherron's base salary during 2001 reflects a 9.2% increase over
his 2000 base salary. Mr. Sherron's 2001 total compensation, which is his base
salary plus bonus and all other compensation, was a 9.5% increase from his 2000
total compensation. During 2001, Mr. Oliver's base salary was at the 112th
percentile of the range of salaries paid to executive officers of the Bank's
peer group and is based on years of experience. Mr. Oliver's base salary during
2001 reflects an 8% increase over his 2000 base salary. Mr. Oliver's 2001 total
compensation, which is his base salary plus bonus and all other compensation,
was a 14.4% increase from his 2000 total compensation. Furthermore, the
Committee believes that the base salaries paid to Messrs. Sherron and Oliver
give fair consideration to their individual contributions and are competitive
with the Bank's peer group.
-11-
INCENTIVE COMPENSATION
Incentive compensation awards for executive officers of Bancshares
granted under the Incentive Plan are recommended by the Committee and approved
by Bancshares' Board of Directors based on each executive officer's achievement
of individual performance objectives. These objectives are tied to measurements
of corporate objectives, such as return on average equity, return on average
assets, asset growth, deposit growth, efficiency ratio and delinquency and
charge off percentages, and, in some instances, other objectives that are
specific to the executive officer's job function. The criteria for determining
the maximum cash incentive award under the Incentive Plan is based on net income
and reflects the Committee's commitment to maintaining a strong incentive
compensation plan that is directly related to maximizing long-term shareholder
value.
For performance during 2001, Bancshares awarded cash incentive
compensation under the Incentive Plan totaling $253,282.28 to 55 officers, which
amount includes an aggregate of $36,786.13 paid to Bancshares' executive
officers, consisting of, Mr. Lowe ($15,841.04), Mr. Oliver ($11,672.09) and Mr.
Sherron ($9,318.00). In 2001, other participants in the Incentive Plan were key
employees who, in the judgment of the Committee, made a substantial contribution
to the success of Bancshares and its subsidiaries and who the Committee believes
should participate in that success and be motivated to contribute to future
successes. The incentive compensation awards granted to Messrs. Lowe and Sherron
were based solely upon Bancshares' performance as measured by the corporate
objectives set forth above and represent a payment of 14.48% of their respective
2001 maximum cash incentive awards under the Incentive Plan. The incentive
compensation award granted Mr. Oliver represents a payment of 25.45% of his 2001
maximum cash incentive award under the Incentive Plan and was based on similar
corporate objectives and his management of the annual budget process, investor
and analyst relations and compliance with regulations promulgated by the SEC and
The Nasdaq Stock Market, Inc. In addition to the corporate objectives set forth
above, Mr. Oliver met all other performance objectives established for him in
2001 that were specific to his job function.
STOCK OPTIONS
The Committee awards stock options to executive officers as a long-term
incentive to align the executives' interests with those of other shareholders
and to encourage significant stock ownership. Under the 1996 Plan, the Committee
grants to selected key employees options to purchase Bancshares' Common Stock at
a price equal to the fair market value of Bancshares' Common Stock on the date
of grant. Employees under the 1996 Plan are those key employees who, in the
judgment of the Committee, are in a position to materially affect the overall
success of Bancshares and its subsidiaries by reason of the nature and extent of
their duties.
In 2001, pursuant to the 1996 Plan, the Committee granted options to
purchase 67,500 shares of Bancshares' Common Stock to employees of Bancshares
and the Bank, including options for 10,000 shares granted to Mr. Lowe and 5,000
shares granted to each of Messrs. Oliver and Sherron. The Committee has not
adopted any objective criteria that relate the level of options granted to the
executive officers to performance of Bancshares or the individuals. In approving
the grant to Mr. Lowe, the Committee considered numerous factors, including
Bancshares' operating performance, Mr. Lowe's prior contributions and potential
to contribute in the future and practices within the Bank's peer group with
respect to granting options, although none of these factors was individually
determinative.
-12-
The stock options granted under the 1996 Plan become exercisable in 20%
installments on each of the first five anniversaries of the date of the grant.
The option recipients, including Mr. Lowe, will receive value from these grants
only to the extent that the price of Bancshares' Common Stock exceeds the grant
price.
MATCHING CONTRIBUTIONS
The Bank Savings Plan is a voluntary defined contribution benefit plan
designed to provide additional incentive and retirement security for eligible
employees of the Bank. All Bank employees over the age of 21 are eligible to
participate in the Bank Savings Plan. The executive officers of Bancshares
participate in the Bank Savings Plan on the same basis as all other eligible
employees of the Bank. Under the Bank Savings Plan, each eligible employee of
the Bank may elect to contribute on a pre-tax basis to the Bank Savings Plan 2%
to 15% of their compensation, subject to certain limitations that may lower the
maximum contributions of more highly compensated participants.
At the beginning of each year, the Bank determines the amount of its
matching contributions to be made during the year. In 2001, the Bank's matching
contributions totaled $244,493.29, including $5,249.34 contributed to Mr. Lowe,
$5,134.07 contributed to Mr. Oliver and $4,913.27 contributed to Mr. Sherron.
EMPLOYMENT CONTINUITY AGREEMENTS
The Company has entered into Employment Continuity Agreements (the
"Agreements") with Messrs. Lowe, Oliver and Sherron, together with ten other key
management employees. The Board believes that Bancshares, as a publicly held
corporation, is subject to the possibility of a change in control and that such
possibility may generate uncertainty on the part of the executive officers and
other key management employees, which could result in their departure from
Bancshares or their distraction from their operating responsibilities. Both the
Committee and Bancshares' Board of Directors recognize that outstanding and
committed management is essential to advancing the best interests of Bancshares
and its shareholders. The Board of Directors believes that the Agreements will
give Bancshares' executive officers and key management employees certain
employment security, by reason of which the Board of Directors will secure their
continued services in the performance of both regular duties and any extra
duties required of them during periods of uncertainty. Mr. Lowe's Agreement has
a two-year rolling term and the other Agreements have a one-year rolling term.
Additionally, each Agreement provides for severance benefits in the event of a
change of control. Under these provisions, each of Mr. Lowe, Mr. Sherron and Mr.
Oliver would be entitled to an amount equal to three times his then current
salary payable in thirty-six monthly installments. The remaining ten other key
management employees would be entitled to an amount equal to their current
annual salary payable in twelve monthly installments.
-13-
This report is submitted by the Stock Option and Compensation Committee
of the Board of Directors of Bancshares.
STOCK OPTION AND COMPENSATION COMMITTEE:
Robert B. Smith, Jr., Chairman
Michael S. Albert
Burr W. Sullivan
Lloyd G. Walter, Jr.
Julius S. Young, Jr.
AUDIT COMMITTEE REPORT
The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process. The Company's
independent auditors are responsible for expressing an opinion on the conformity
of the Company's audited financial statements to accounting principles generally
accepted in the United States.
The Audit Committee has reviewed and discussed with management and the
independent auditors the audited financial statements. The Audit Committee has
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees). In
addition, the Audit Committee has received from the independent auditors the
written disclosures required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and discussed with them their
independence from the Company and its management. The Audit Committee has
considered whether the provision of the services described under the caption
"All Other Fees" appearing below in this proxy statement is compatible with
maintaining the principal accountant's independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on SEC Form 10-K for the year ended December 31, 2001 for filing with the
Securities and Exchange Commission.
This report is submitted by the Audit Committee.
AUDIT COMMITTEE:
Burr W. Sullivan, Chairman
Michael S. Albert, Vice Chairman
Marvin D. Gentry
Walter A. Hill, Sr.
Robert B. Smith, Jr.
Julius S. Young, Jr.
AUDIT FEES PAID TO INDEPENDENT AUDITORS
The aggregate fees billed for professional services rendered for the
audit of the Bank's annual financial statements and quarterly review for the
year ended December 31, 2001 was $50,250.
-14-
FINANCIAL SYSTEMS DESIGN AND IMPLEMENTATION FEES
No fees other than those described under the captions "Audit Fees Paid
to Independent Auditors" and "All Other Fees Paid to Independent Auditors" were
billed to the Company by the Company's independent auditors for professional
services in fiscal year 2001.
ALL OTHER FEES PAID TO INDEPENDENT AUDITORS
The aggregate fees billed by the principal accountant for services
rendered to the Bank for the year ended December 31, 2001 for and including
procedures relating to the Bank's required FDICIA internal control examination,
pension plan audit, Savings Plus Plan audit, Trust Department procedures and
Federal Home Loan Bank procedures amounted to $66,898. All other amounts billed
for services rendered to the Bank during the year ended December 31, 2001
amounted to $40,545 and consisted of procedures related to the Human Resources
Department, assistance with financial statement preparation and miscellaneous
compensation, accounting and taxation issues. The Audit Committee considers the
provision of these services to be compatible with maintaining the independence
of Turlington and Company, L.L.P.
SECTION 16 REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934 requires the
executive officers and directors of Bancshares and persons who beneficially own
more than ten percent of the outstanding shares of Common Stock to file with the
SEC reports disclosing their initial ownership of Common Stock, as well as
subsequent reports disclosing changes in such ownership. To Bancshares'
knowledge, based solely on a review of copies of such reports furnished to
Bancshares and written representations that no other reports were required
during the year ended December 31, 2001, the executive officers and directors of
Bancshares complied with all Section 16(a) filing requirements during the
year-ended December 31, 2001.
CERTAIN TRANSACTIONS
Certain directors and officers of Bancshares and companies with which
directors or officers are associated are customers of the Bank and as such may
from time to time borrow from the Bank within prescribed limitations. Any such
loans and commitments are made in the ordinary course of business, on terms no
more favorable, including interest rates and collateral, than those prevailing
at the time for comparable transactions with other persons, and do not involve
more than the normal risk of collectability or present other unfavorable
features. The indebtedness of all directors and officers as a group represented
12.6% of Bancshares' shareholders' equity at December 31, 2001.
PROPOSAL 2: INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of Bancshares has appointed the firm of
Turlington and Company, L.L.P., for the purpose of auditing the financial
statements of Bancshares and its subsidiaries for the fiscal year ended December
31, 2002, and shareholders are being asked to ratify this appointment.
Turlington and Company, L.L.P., has been employed in this capacity by Bancshares
since 1982. Fees charged by this firm are furnished at rates and upon terms that
are customarily charged by other independent auditing firms. A representative of
the firm will be present at the Annual Meeting and will have an opportunity to
make a statement if he or she desires to do so and to respond to appropriate
questions.
-15-
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF TURLINGTON AND COMPANY, L.L.P. AS INDEPENDENT
ACCOUNTANTS AND AUDITORS.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be included in the proxy materials relating
to the 2003 Annual Meeting must be received by the Secretary of Bancshares, One
LSB Plaza, Lexington, North Carolina 27292, by November 20, 2002.
In addition to any other applicable requirements, for business to be
properly brought before the 2003 Annual Meeting by a shareholder, even if the
proposal is not to be included in Bancshares' proxy statement, pursuant to
Bancshares' Bylaws, the shareholder must give notice in writing to the Secretary
of Bancshares not later than January 18, 2003. As to each matter, the notice
must contain (i) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for addressing it at the Annual
Meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the number of shares of Common Stock owned of record and
beneficially by such shareholder, and (iv) any material interest of the
shareholder in such business.
OTHER MATTERS
The Board of Directors of Bancshares knows of no other matters intended
to be presented for consideration at the meeting. If, however, any other matters
properly come before the meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their best
judgment.
Robert F. Lowe
Chairman, President and
Chief Executive Officer
March 19, 2002
-16-
DETACH HERE ZLSC02
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LSB BANCSHARES, INC.
ONE LSB PLAZA, LEXINGTON, NORTH CAROLINA 27292
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert B. Smith, Jr. and Robert F. Lowe, and
each of them, as proxies (and if the undersigned is a proxy, as substitute
proxies), with power of substitution, and hereby authorizes each of them to
represent and to vote, as designated on the reverse, all the shares of LSB
BANCSHARES, INC. held of record by the undersigned at the close of business on
March 4, 2002 at the Annual Meeting of Shareholders to be held on April 17, 2002
at 10:00 a.m., at the headquarters of LSB Bancshares, Inc., and at any
adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted for all nominees for Director and for Proposal 2.
If the shareholder is a participant in the Dividend Reinvestment and Stock
Purchase Plan, the proxy card represents the number of shares in the dividend
reinvestment account as well as shares owned of record directly by the
shareholder.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
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Please sign exactly as your name(s) appear(s) on the reverse. When shares are
held by joint owners, both should sign. When signing as an executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in the partnership name by an
authorized person.
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HAS YOUR ADDRESS CHANGED?
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LSB BANCSHARES, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940
DETACH HERE ZLSC01
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PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
------------------------------
LSB BANCSHARES, INC.
------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES".
1. Election of Directors.
(1) Leonard H. Beck (3) Samuel R. Harris
(2) Marvin D. Gentry (4) David A. Smith
(5) Burr W. Sullivan
FOR [ ] WITHHOLD [ ]
[ ]______________________________________
For all nominees except as noted above
- ----------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
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2. Proposal to ratify the appointment of Turlington and Company, L.L.P.,
Certified Public Accountants, for the year ending December 31, 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business and matters as may properly come before the meeting or at any
adjournment(s) thereof.
Mark box at right if an address change has been noted on the
reverse side of this card. [ ]
Please be sure to sign and date this Proxy.
Signature: _______________ Date: ______ Signature: _______________ Date: _______