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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-11(c) or Rule 14a-12
GREENE COUNTY BANCSHARES
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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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
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GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1995
To the Shareholders of Greene County Bancshares, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of
Greene County Bancshares, Inc. (the "Corporation") will be held on Tuesday,
April 18, 1995 at 11:00 a.m., local time, at the Holiday Inn, 11-E By Pass,
Greeneville, Tennessee, (lunch will follow immediately) for the following
purposes:
(1) To elect thirteen (13) directors to the Board of Directors to hold
office for a period of one year or until their successors shall have
been duly elected and qualified.
(2) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 17,
1995, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.
A copy of the Annual Report for the year ended December 31, 1994 is
enclosed with the proxy material.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
Greeneville, TN 37743 By order of the Board of Directors
Dated: April 5, 1995 Philip M. Bachman, Chairman
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GREENE COUNTY BANCSHARES, INC.
MAIN AND DEPOT STREETS
GREENEVILLE, TENNESSEE 37743
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Greene County Bancshares, Inc. the
("Corporation"), for use at the Annual Meeting of Shareholders of the
Corporation to be held on Tuesday, April 18, 1995, at 11:00 a.m., local time,
at the Holiday Inn, 11-E By Pass, Greeneville, Tennessee (lunch will follow
immediately) and at any and all adjournments thereof. If the enclosed proxy is
properly executed, returned and not revoked, it will be voted in accordance
with the specifications, if any, made thereon by the shareholders, and if
specifications are not made, it will be voted in favor of all nominees for
directors set forth herein.
At the meeting, the shareholders will elect thirteen (13) directors to
serve until the next annual meeting or until their successors are duly elected
and qualified.
The cost of solicitation of proxies will be borne by the Corporation.
Proxies may be solicited by directors, officers or regular employees of the
Corporation, in person or by telephone, telegraph or by mail. The Corporation
may reimburse brokerage firms and others for their expenses in forwarding
solicitation material regarding the meeting to beneficial owners. On or about
April 5, 1995, the Corporation will commence mailing this Proxy Statement, the
enclosed form of proxy and attached Notice t holders of its common stock.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by filing with the Secretary of the Corporation, Greene
County Bancshares, Inc., Main and Depot Streets, Greeneville, Tennessee 37743
either an instrument revoking the proxy or a duly executed proxy bearing a
later date, or by attending the meeting and voting in person or by calling
Greene County Bancshares, Inc. at 615-639-5111. A shareholder may attend the
annual meeting even though he or she may have executed a proxy.
The Corporation does not intend to present any matters for action other
than those listed in the Notice of Annual Meeting and has not been informed
that any persons intend to present any other matters for action at the Annual
Meeting. However, if any other matters are properly brought before the
meeting, the persons designated as proxies will vote in accordance with their
best discretion on such matters.
VOTING SECURITIES
The close of business on March 17, 1995 has been fixed as the record date
for the determination of the shareholders entitled to notice of and to vote at
the meeting. As of the close of business on March 17, 1995, the corporation had
authorized 1,000,000 shares of common stock, $10.00 par value, 442,444 shares
of which were issued and outstanding and held of record by 1,165 shareholders
and 5,148 shares subject to options. Each outstanding share of common stock of
the Corporation is entitled to one vote.
Unless otherwise specified, execution of the accompanying proxy will
grant authority to the persons named therein as proxies to vote the shares
registered in the shareholder s name for the election of each of the nominees
named herein. Shareholders of the Corporation do not have the right to cumulate
their votes in the election of directors. The affirmative vote of a plurality
of the votes cast is required for the election of the nominees as directors. In
all other matters scheduled to come before the meeting, a majority of the
shares represented at the meeting (provided a quorum is present) is required
for approval.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to those
persons known to the Corporation to be beneficial owners (as determined under
rules and regulations of the Securities and Exchange Commission) of more than
five percent (5%) of the Corporation s Common Stock, its only class of voting
securities as of March 1, 1995, as well as by all officers and directors of the
Corporation as a group. Unless otherwise noted, each person named has sole
voting and dispositive power with respect to the shares indicated.
Name of Amount of Percentage of
Address of Common Stock Outstanding
Beneficial Owners Beneficially Owned Common Stock
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Philip M. Bachman, Jr. 43,591 9.85%
Rt. 5, Box 417
Greeneville, TN. 37743
All directors and officers
as a group (21 persons) 89,430 20.21%
ELECTION OF DIRECTORS
The By-Laws of the Corporation allow for sixteen (16) directors to be
elected. However, management believes that thirteen (13) directors are
sufficient for management of the Corporation.
The Board of Directors proposes that the thirteen (13) nominees listed
below be elected as directors, to serve for a period of one year or until their
successors are duly elected and qualified. Unless otherwise directd, it is the
intention of the persons named in the proxy to vote the proxies for the
election of the nominees listed below, all of whom are presently directors of
the Corporation. Each of the nominees listed below with the exception of Mr.
Norris also currently serves as a director of Greene County Bank ("GCB"), a
wholly-owned subsidiary of the Corporation. Messrs. Bachman and Norris
currently serve as directors of American Fidelity Bank ("AFB"), also a
wholly-owned subsidiary of the Corporation. If any nominee should become unable
to serve as a director, the persons named as proxies reserve the full
discretion to vote for such other person or persons as may be nominated. Mr.
Jerry McDowell who had served as Director since 1983, chose not to stand for
reelection due to relocation.
Previous Director Number of Shares
Five Years of Corporation Owned (% of
Business or Bank Class) at
Name (Age) Experience SINCE 3-1-95 (1)
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Phil M. Bachman (57) Automobile Dealer 1968 43,591 (9.85%)
Rt. 5, Box 417 President-Bachman-
Greeneville, TN 37743 Bernard Motors
Harrison Lamons (66) Pres., Lamons Sales 1971 2,000 (0.45%)
1 Andrew Johnson Dr. Manufactures
Greeneville, TN 37743 Representative
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Terry Leonard (57) Real Estate 1975 3,065 (0.69%)
701 Valley Trail Development and
Greeneville, TN 37743 Management
Ralph T. Brown (62) Dentist 1979 5,920 (1.34%)
120 Reaves Hill
Greeneville, TN 37743
James A. Emory (62) President 1983 4,200 (0.95%)
431 Fairground Rd J.A.E. Foods, Inc.
Greeneville, TN 37743
W.T. Daniels (50) Property 1987 200 (0.05%)
1804 Brentwood Drive Management
Greeneville, TN 37743
R. Stan Puckett (39) President and CEO 1989 552 (0.12%)
310 Grapevine Trail of Greene County Bank
Greeneville, TN 37743 and the Corporation
Davis Stroud (61) Executive Vice 1989 364 (0.08%)
112 Greenfield Ct President
Greeneville, TN 37743 Greene County Bank
Charles S. Brooks (56) Chairman of the 1990 30 (0.001%)
Rt. 5, Box 414F Board-McInturff,
Greeneville, TN 37743 Milligan & Brooks
Insurance
J.W. Douthat (64) President 1990 1030 (0.23%)
6160 McDonald Rd. Tri State Tractor
Mohawk, TN 37810 & Turf
Patrick A. Norris (67) President 1992 2,514 (0.57%)
932 Briarcliff Cr. Mountain Life Ins.
Maryville, TN 37801
Helen Horner (66) Director of Tourism 1992 19,496 (4.41%)
210 Susong Lane Greene County
Greeneville, TN 37743 Partnership
Jerald K. Jaynes (57) President & CEO 1992 550 (0.12%)
2370 Warrensburg Rd. Unaka Co. Inc.
Greeneville, TN 37743
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(1) Includes shares held by the named individual s spouse and/or dependent
children, all shares which the named individual may be deemed to beneficially
own.
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The Board of Directors of the Corporation met 12 times in 1994. GCB has
an Audit Committee and an Executive Committee and AFB has an Executive, Audit
and Insurance Committee. All directors of the Corporation attendedat least 75%
of the aggregate number of meetings of the Board and of Committees upon which
the director served in 1994.
The Audit Committee of GCB consists of Messrs. Leonard (Chairman), Brown,
Lamons and Jaynes. This committee meets quarterly with the internal auditor and
management of GCB to (1) monitor the accounting and financial reporting
practices of GCB; (2) determine whether the Bank has adequate administrative,
operating and internal accounting controls; and (3) serve as an independent
objective party in review of GCB s financial information. This Committee met 7
times during 1994.
The Executive Committee of GCB consists of Messrs. Bachman, Emory,
McDowell, Puckett and Stroud, with two other members of the board serving on a
monthly basis. This committee (1) reviews all loans of $5,000 to $25,000 and
approves loans from $25,000 to $1,000,000 with the exception of insider loans
exceeding $500,000, which requires Board of Director approval along with all
loans over $1,000,000, (2) reviews all investments made by GCB; and (3) reviews
matters concerning personnel. This committee met 52 times during 1994.
The Executive Committee of AFB, which met 1 time during 1994, consists of
John Rainey (Chairman), Bradford Sayles, James T. Stalsworth and William R.
McNutt. The Executive Committee has the responsibility of reviewing the bank's
operations.
Nominees for election to the Board of Directors of the Corporation are
selected and approved by the Board of Directors at its February meeting prior
to the Annual Meeting. There is no standing nominating committee. Additional
nominations can be made by Shareholders of the Corporation as follows: (1) by
proxy at the Annual Meeting; (2) by nomination from the floor in person at the
Annual Meeting; or (3) by written or oral contact with the Chairman of the
Board at any time prior to the Annual Meeting.
MANAGEMENT REMUNERATION
The following table discloses compensation for services in all capacities
for the three years ended December 31, 1994, which were paid by the Corporation
(including its subsidiaries) to the chief executive officer and to all other
executive officers whose total salary and bonus exceeded $100,000.
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SUMMARY COMPENSATION TABLE
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Annual Compensation(1) Long-Term Compensation
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Awards Payouts
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Securities
Other Restricted Underlying All
Annual Stock Options/ LTIP Other
Name and Principal Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
($) ($) ($) ($) (#) ($) ($) (2)
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R. Stan Puckett
(President and CEO) 1994 $145,000 $21,750 $21,750
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1993 $120,000 $18,000 $18,000
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1992 $102,635 $15,395 $15,395
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Davis Stroud
(Executive Vice President) 1994 $105,829 $10,610 $15,874
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1993 $98,200 $9,820 $14,730
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1992 $92,531 $4,610 $13,880
==========================================================================================================================
(1) The aggregate amount of perquisites and other benefits not reported above
for 1994 did not exceed $50,000 or 10% of the total annual salary and bonus
reported above for such named executive officer.
(2) Profit Sharing Plan contribution.
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OPTION/SAR GRANTS TABLE
The following tables present information concerning stock options and
stock appreciation rights ("SARs") granted to the Executive Officers of the
Corporation and exercises of options by such persons.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
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Potential Realized Alterna-
Value at Assumed Annual tive to
Rates of Stock Price (g) and
Appreciation For Option Term (h):
Grant
Date (1)
Value
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Number of Percent of
Securities Total
Underlying Options/SARs Exercise Grant
Options/ Granted to or Date
SARs Employees Base Present
Granted in Fiscal Price Expiration Value
Name (#) Year ($/Sh) Date 0%($) 5%($) 10%($) $
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(a) (b) (c) (d) (e) (f) (g) (h) (i)
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Stan Puckett 600 37.5% $126 2004 $20,352 $80,724 $173,352
President & CEO
Davis Stroud 166 10.4% $160 2004 $0 $16,703 $42,330
Executive Vice President
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(1) The options expire ten years from date of grant.
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AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
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Number of Value of
Securities Unexercised
Underlying In-the-money
Unexercised Options/SARs
Options/SAR at Fiscal
at Fiscal Year- Year-End ($)
End (#)
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Shares Acquired
on Exercise Value Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
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Stan Puckett 344 $24,562 3148(E) $157,693(E)
President & CEO
Davis Stroud 353(U) $2,805(U)
Executive Vice President
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PROFIT SHARING PLAN
GCB and AFB have a contributory Profit Sharing Plan (the "Plan") covering
all employees with more than one year of service. Participating employees
contribute 3% of their monthly salary and GCB and AFB (depending on which bank
employs the participant) contribute 15% of participating employee s salary (not
to exceed 10% of profit before taxes) to fund the Plan. The Plan has a vesting
schedule that fully vests each employee after two years of employment.
Contributions in the amount of $21,750 and $15,874 were made for the
accounts of Mr. Puckett and Mr. Stroud under the Plan in 1994. Both Mr. Puckett
and Mr. Stroud are fully vested under the Plan.
EMPLOYMENT CONTRACTS
Effective January 6, 1989, the Corporation granted R. Stan Puckett
options to purchase 300 shares per year of the Corporation s stock at one and
one-half (1-1/2) times book value excluding reserves at year-end. The number
of options per year was increased to 600 as a result of a 1991 stock split.
The options expire ten (10) years from date of grant. The options are
cancelled if the key executive voluntarily resigns his employment or is
terminated for cause.
In addition, Mr. Puckett shall be entitled to receive an incentive bonus
based upon GCB s return on assets (ROA) performance.
GCB has contracted with Davis Stroud, Executive Vice President of GCB, to
provide for his employment by GCB until he reaches the age of 65. Pursuant to
such agreement, Mr. Stroud has agreed not to compete with GCB after leaving the
employment of GCB. In consideration of this agreement, GCB has agreed to pay
Mr. Stroud the sum of $16,600 per year for 10 years after his retirement at age
65. In the event Mr. Stroud dies prior to reaching the retirement age of 65,
the same amounts will be paid to his beneficiaries over a 10 year period. In
the event Mr. Stroud dies after retirement but prior to the expiration of the
full 10 year term, the remainder of such benefits will be paid to his
beneficiaries on the same terms for the remainder of the ten-year term. This
contract is funded by a life insurance policy of which GCB is the beneficiary.
On 12-31-94, the Corporation granted Mr. Stroud an option to purchase 166
shares of the Corporation's stock. The option expires ten (10) years from date
of grant. The option price is $160.00 per share. Mr. Stroud is also entitled to
receive an incentive bonus based upon GCB's return on assets (ROA) performance.
DIRECTOR COMPENSATION
Directors receive $300 for each regularly-scheduled meeting of the full
Board of Directors, and $1200 retainer fee per quarter. Directors are allowed
to miss two meetings per year. The $300 per meeting is not paid for any
subsequent meetings missed. GCB s Executive Committee meets weekly, and they
receive $150 per meeting and $1200 retainer fee per year. The Audit Committee
meets quarterly and they receive $150 per meeting. The Profit Sharing Committee
meets quarterly and they receive $150 per meeting.
COMPENSATION COMMITTEE REPORT
The Compensation Committee, which makes recommendations to the Board of
Directors for the Corporation, is composed entirely of independent Directors,
appointed annually. Salaries are set at levels that help attract and retain
the best people in the industry. It is the policy of the Corporation that the
performance of senior management be evaluated using the same criteria which are
used for the staff.
The Compensation Committee reviews the evaluation of senior management,
the performance, operating results for the fiscal year and unusual
accomplishments during the year and also considers economic conditions and
other external events that affect the operations of the Corporation. Based on
this examination, salaries are set for the coming year for the Named Executive
Officers using Sheshunoff's Bank Executive and Director Compensation Survey,
based on the company's related peer group. The 1994 Compensation Committee
consists of Directors Leonard, Horner, Douthat, Brown and Brooks.
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TRANSACTIONS WITH MANAGEMENT
The Corporation s directors and principal officers, as well as business
organizations and individuals associated with them, are customers of the Bank
and had normal banking transactions with the Bank during 1994. All loan
transactions were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with unrelated borrowers and did not involve
more than the normal risk of collectibility or present other unfavorable
features.
The Corporation purchases insurance coverage from McInturff, Milligan and
Brooks of which Charles Brooks is Chairman of the Board and from Greeneville
Insurance Agency of which Phili Bachman, Jr. is a part owner. During 1994,
premiums totaling $89,270 were paid to McInturff, Milligan and Brooks and
$43,911 to Greeneville Insurance Agency for coverage. Management believes the
fees paid are fair and reasonable and do not exceed those premiums that would
be paid to a third party firm.
Philip Bachman, Jr. is President of Bachman-Bernard Motors. From time to
time Greene County Bank purchases vehicles from different dealerships of which
Mr. Bachman s Company, is one. Payments for vehicles purchased from Mr.
Bachman's Company during 1994 totaled $57,113. Again, management believes the
price paid was fair and reasonable and does not exceed what would have been
paid to a third party.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by the Corporation for inclusion in its 1996 proxy
materials no later than November 15, 1995.
PERFORMANCE OF COMPANY S COMMON STOCK
The following graph compares the performance of the Company s Common
Stock to (1) the S & P Bank Composite Index and (2) S & P Major regional Banks
Index. The graph assumes that $100 was initially invested in the Company s
Common Stock and in each index and that all dividends were reinvested.
[GRAPH]
SIX YEAR COMPARISON
CUMULATIVE SHAREHOLDER RETURN
FOR THE YEARS ENDED DECEMBER 31,
1988 1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ---- ----
Greene County Bancshares, Inc. 100 126 136 143 175 209 231
S&P Bank Composite Index 100 117 78 122 156 167 153
S&P Major Regional Banks Index 100 117 79 136 167 172 157
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation, at the recommendation of the
Audit Committee, selected Coopers and Lybrand L.L.P. as its independent public
accountant for 1995. Coopers and Lybrand L.L.P. was also employed by the
Corporation and the Banks in this capacity in 1994.
Coopers and Lybrand L.L.P. was selected in May, 1994, to replace Price
Waterhouse who chose in March 1994, not to stand for reelection.
The past accountant's report on the financial statements for either of
the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
Coopers and Lybrand L.L.P. found no unreconcilable differences in the
financial statements rendered by Price Waterhouse.
Representatives of Coopers and Lybrand L.L.P. are expected to be present
at the Annual meeting and will have an opportunity to make a statement if they
desire to do so. Such representatives are also expected to be available to
respond to questions.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Bank s Annual Report on Form 10-K filed with the Securities and
Exchange Commission will be made available to shareholders upon written request
to Alex Johnson, Senior Vice President, c/o Greene County Bancshares, Inc.,
Main & Depot Streets, Greeneville, Tennessee 37743.
INCORPORATION BY REFERENCE
The Annual Report of the Corporation is being delivered to stockholders
with this Proxy Statement. The financial statements and management s discussion
and analysis of financial condition and results of operations contained in the
Annual Report are hereby incorporated by reference and made a part of this
Proxy Statement.
By order of the Board of Directors
/s/ Davis Stroud
- - ----------------
Secretary
April 5, 1995
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Appendix A
GREENE COUNTY BANCSHARES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF GREENE COUNTY BANCSHARES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS CALLED FOR APRIL 18, 1995.
KNOW ALL MEN BY THESE PRESENTS, That the undersigned shareholder of GREENE
COUNTY BANCSHARES, INC. (the "Corporation") does hereby nominate, constitute
and appoint R. Stan Puckett and Davis Stroud, or either of them, as true and
lawful proxy and attorney-in-fact, with full power of substitution, to vote all
shares of the undersigned held of record by the undersigned on March 17, 1995
at the Annual Meeting of Shareholders of GREENE COUNTY BANCSHARES, INC. to be
held at the Holiday Inn, 11-E By Pass, Greeneville, Tennessee, April 18, 1995
at 11:00 a.m., local time, (lunch will follow immediately) as set forth below
and in their discretion on any other business as may properly come before the
meeting or any adjournment thereof.
(1) / / For the election to the Board of Directors of all the following
nominees, (Except as indicated to the contrary below): Philip M. Bachman,
Jr.; Harrison Lamons; Terry Leonard; Ralph T. Brown; James A. Emory; W.
T. Daniels; R. Stan Puckett; Davis Stroud; Charles S. Brooks; J. W.
Douthat; Patrick A. Norris; Helen Horner and Jerald Jaynes
/ / Against the following nominees (please print name or names):
/ / Withhold authority to vote for the following nominees, (please
print name or names as to which authority is withheld).
/ / Against all nominees.
(2) In their discretion, the Proxies are authorized to vote upon any other
matter which may properly come before said meeting or any adjournment
thereof. The Proxies will vote in accordance with recommendations of
the Board of Directors.
Your Shares will be voted in accordance with your instructions. IF NO CHOICE IS
SPECIFIED, SHARES WILL BE VOTED FOR ALL NOMINEES IN THE ELECTION OF DIRECTORS.
Proxies may be revoked at any time prior to the time of the Annual Meeting by
executing a later proxy or by giving written notice to the Secretary of the
Corporation at Main and Depot Streets, Greeneville, Tennessee 37743.
Date:________________ ________________________________
(Signature)
Date:________________ ________________________________
(Signature if held jointly)
Number of shares __________
Please sign exactly as your name
appears at left. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such. If a corporation,
please sign in full corporation,
please sign in full corporation name
by President or other authorized
officer. If a partner, please sign
in partnership by authorized person.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.