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 Section 240.14a-11(c) or Section 240.14a-12
COMMUNITY CORP
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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 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies: N/A
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2) Aggregate number of securities to which transaction applies: N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: N/A
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5) Total fee paid: N/A
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: N/A
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2) Form, Schedule, or Registration Statement No.: N/A
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3) Filing Party: N/A
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4) Date Filed: N/A
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COMMUNITYCORP
1100 NORTH JEFFERIES BOULEVARD
WALTERBORO, SOUTH CAROLINA 29488
(843)549-2265
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
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NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the
annual meeting (the "Annual Meeting") of the shareholders of Communitycorp (the
"Company") will be held at the Bank of Walterboro building located at 1100 North
Jefferies Boulevard, Walterboro, South Carolina on Tuesday, April 18, 2000 at
6:00 p.m. Eastern time for the following purposes:
1. ELECTION OF DIRECTORS: The election of three (3) Class III
Directors to serve until the annual meeting of shareholders in
2003.
2. RATIFICATION OF AUDITORS: To ratify the selection of
Tourville, Simpson & Caskey, L.L.P. as auditors for the
Company for year ending December 31, 2000.
3. OTHER BUSINESS: Such other business as properly may come
before the Annual Meeting or any adjournment thereof.
A Proxy Card and Proxy Statement for the Annual Meeting are
enclosed herewith.
NOTE: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual
Meeting or any adjournment thereof. Only shareholders of record of the Company
at the close of business on March 13, 2000, are the shareholders entitled to
receive notice of and to vote at the Annual Meeting and any adjournment thereof.
Please read the attached Proxy Statement carefully. You are requested
to fill in and sign the enclosed form of Proxy, which is solicited by 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 Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
March 31, 2000
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YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. YOUR PROXY
CAN BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IF YOU PLAN TO ATTEND THE
ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. YOUR PROXY MAY
ALSO BE REVOKED BY WRITTEN NOTIFICATION, OR BY A PROXY OF A LATER DATE.
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VOTING AT THE MEETING AND PROXIES
The accompanying form of proxy is for use at the Annual Meeting. A
shareholder may use this proxy if he/she is unable to attend the meeting in
person or if he/she wishes to have his/her shares voted by proxy even if he/she
attends the Annual Meeting. The proxy may be revoked in writing by the person
giving it any time before the proxy is exercised by giving notice to the
Company's secretary, or by submitting a proxy having a later date, or by such
person appearing at the Annual Meeting and voting in person. All shares
represented by valid proxies received pursuant to this solicitation, and not
revoked prior to their exercise, will be voted in the manner specified therein.
If no specification is made in the proxy, the proxy will be voted "FOR" the
election of the nominees for directors listed herein and "FOR" ratification of
the selection of Tourville, Simpson and Caskey, L.L.P. as the independent
auditors of the Company. The Board of Directors is not aware of any other matter
which may be presented for action at the Annual Meeting, but if other matters do
come properly before the Annual Meeting it is intended that shares represented
by proxies in the accompanying form will be voted by the person named in the
proxy in accordance with the recommendation of management.
The Board of Directors has fixed the close of business on March 13,
2000 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting. On that date, there were a
total of 300,000 shares of Company Common Stock outstanding. Each shareholder is
entitled to one vote on each matter to come before the Annual Meeting for each
share of Company Common Stock held of record by such shareholder. The presence
at the Annual Meeting, in person or by proxy, of shareholders, holding in the
aggregate a majority of the outstanding shares of the Company's Common Stock
entitled to vote shall constitute a quorum for the transaction of business.
Article Eight of the Articles of Incorporation of the Company provide that in
the election of directors each shareholder entitled to vote shall be entitled to
cast as many votes for each director as shall equal the number of shares held by
him/her, but shall not be entitled to accumulate his/her votes to cast more
votes for any one director than the number of shares held by him/her. Those
nominees receiving the highest number of votes cast at the meeting will be
elected directors. Ratification of the appointment of Tourville, Simpson and
Caskey, L.L.P. as auditors for the Company for the current year shall be by a
majority vote of the shares of Common Stock present and entitled to vote at the
Annual Meeting.
PROPOSAL I - ELECTION OF DIRECTORS
The business and affairs of the Company are managed by its Board of
Directors. Except as expressly limited by law, all corporate powers of the
Company are vested in and may be exercised by the Board of Directors.
The Company's Bylaws provide for a Board of Directors consisting of not
less than five and not more than 15 directors as determined from time to time by
the Board pursuant to a resolution adopted by a majority of the entire Board.
The Board of Directors has set the number of Directors for 2000 at nine.
The Company's Articles of Incorporation provide that the Directors
shall be divided into three classes, Class I, Class II, and Class III, which
shall be as nearly equal in number as possible. At the Annual Meeting, three
Class III directors will be elected for three year terms expiring at the 2003
Annual Meeting. All of the nominees are currently serving as directors of the
Company.
Should any nominee for the office of director become unable to serve,
which is not anticipated, it is the intention of the persons named in the proxy,
unless otherwise instructed therein, to vote for the election in his stead of
such other person as the Board of Directors may recommend.
If any vacancies occur on the Board of Directors after the Annual
Meeting has taken place, such vacancies may be filled by the remaining directors
at any regular or special meeting thereof. Individuals selected to fill such
vacancies shall serve until the next annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED BELOW
FOR DIRECTORS OF THE COMPANY.
The following table sets forth certain information as to the Board of
Directors' nominees for election as director and of those directors who will
continue to serve as such after the Annual Meeting.
YEAR FIRST YEAR
AGE PRINCIPAL OCCUPATION DURING PAST FIVE ELECTED TERM
NAME (1) YEARS AND OTHER INFORMATION DIRECTOR EXPIRES
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BOARD NOMINEES
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Calvert W. Huffines 50 President of The Huffines Company 1988 2003(2)
Real Estate Broker
Peden B. McLeod 59 Retired Code Commissioner and Director 1988 2003(2)
South Carolina Legislative Council
Partner in McLeod, Fraser & Cone
Law Firm
Harold M. Robertson 76 Retired, Previous owner of Robertson Electric 1988 2003(2)
Company. Retired Member of Board of Directors
South Carolina Public Service Authority
2
YEAR FIRST YEAR
AGE PRINCIPAL OCCUPATION DURING PAST FIVE ELECTED TERM
NAME (1) YEARS AND OTHER INFORMATION DIRECTOR EXPIRES
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DIRECTORS CONTINUING IN OFFICE
W. Roger Crook 58 Chief Executive Officer and President of the 1988 2001
Bank since its incorporation on October 11, 1988
Harry L. Hill 72 Retired, Former Vice President and Resident 1988 2001
Manager, Asten Dryer Fabrics, Inc., manufacturer
of dryer felts
Robert E. Redfearn 76 Retired, Former owner of Sea Spirits, Inc. 1988 2001
Grocery/Real Estate
Edisto Beach, S.C.
George W. Cone 54 Partner in Law Firm of McLeod, Fraser & Cone 1988 2002
Opedalis Evans 78 Retired - Former Merchant and Farmer, Islandton, 1988 2002
S.C.
J. Barnwell Fishburne 44 Owner, Fishburne & Company 1988 2002
Real Estate Sales and Rentals
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(1) At December 31, 1999
(2) Assuming re-election at the Annual Meeting
EXECUTIVE OFFICERS
W. ROGER CROOK, age 58, is Director, CEO and President of Communitycorp. He is
also CEO and President of the Bank since its incorporation on October 11, 1988.
Mr. Crook was actively involved in organizing the Bank. Prior to February 1988,
Mr. Crook was Vice President of Citizens & Southern National Bank, Walterboro,
South Carolina, for more than five years.
M. ELLISON YOUNG, age 62, is Vice President of Communitycorp. He has also been
Vice President since joining the Bank in October 1991. Prior to October 1990,
Mr. Young was Vice President and Branch Manager for The First Savings Bank,
Walterboro Branch, for more than five years.
GWENDOLYN P. BUNTON, age 46, Vice President and Treasurer of Communitycorp. Also
for the Bank, she has been Vice President and Cashier since December 1993,
Assistant Vice President and Cashier since April 1990, Cashier and Operations
Officer since May 1989. Mrs. Bunton joined Bank of Walterboro in February 1989.
Prior to February 1989, Mrs. Bunton was Loan Administrative Assistant III at
Citizens & Southern National Bank, Walterboro, South Carolina, for more than
five years.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors holds regular meetings monthly. The
Board of Directors has established an Audit Committee, an Executive Committee,
an Investment Committee and a Loan Committee. The Board does not have a
Compensation Committee and functions normally performed by a Compensation
Committee are performed by the Executive Committee. During the fiscal year ended
December 31, 1999, the Board held a total of 13 regular and special meetings.
Each director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all Committees, of the Board of Directors on which he served.
The Audit Committee selects the Company's independent auditors,
determines the scope of the Annual Audit, determines whether the Company has
adequate administrative, operational and internal accounting controls and
determines whether the Company is operating according to established policies
and procedures. The members of the Audit Committee are George W. Cone, Opedalis
Evans, J. Barnwell Fishburne, Harry L. Hill and Robert E. Redfearn. The Audit
Committee met 3 times during 1999.
The Executive Committee established and monitors the Company's major
policies, reviews all proposed changes to policies prior to submission to the
Board, and monitors the Company's employee compensation and benefit programs.
The Executive Committee may act on behalf of the Board of Directors between
meetings. Members of the Executive Committee are George W. Cone, W. Roger Crook,
Peden B. McLeod, Harold M. Robertson and Robert Redfearn. The Executive
Committee met 3 times during 1999.
The Investment Committee establishes and monitors the Bank's investment
policy to insure the safety and liquidity of the Bank's investments and monitors
the Bank's assets, liabilities and interest rate policies and exposure. Members
of the Investment Committee are George W. Cone, W. Roger Crook and Peden B.
McLeod. The Investment Committee met 43 times during 1999.
The Loan Committee establishes and monitors the Bank's lending
policies, reviews compliance with policy, reviews loans where the borrower's
liability exceeds certain limits, monitors loans for credit quality and reviews
all loans over 30 days past due. Members of the Loan Committee are George W.
Cone, W. Roger Crook, Calvert W. Huffines, Peden B. McLeod, John B. Fishburne
and Harold M. Robertson. The Loan Committee met 44 times during 1999.
The Board of Directors nominates candidates for election as directors;
it has no nominating committee. The Board of Directors will consider individuals
recommended by shareholders. Shareholders may make recommendations by writing to
Peden B. McLeod, Chairman of the Board, Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488.
DIRECTORS COMPENSATION
Members of the Board of Directors of the Company received a monthly fee
of $500 and an extra month's fee in December for 1999. Committee members receive
no fees. Total fees paid to directors in the fiscal year ended December 31, 1999
were $58,500. In addition, the Chairman of the Board & the Attorney for
Communitycorp were paid $24,200 & $23,716, respectively, for the year ended
December 31, 1999.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of its business with principal officers,
directors, and their associates on substantially the same terms including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and did not involve more than normal risk
of collectibility or present other unfavorable features. During 1999, the
largest aggregate amount of indebtedness of principal officers, directors and
their associates to the Company was $2,207,013 which represented 25.91% of the
Company's equity capital at the time. During 1999, the law firm of McLeod,
Fraser & Cone provided legal services to the Company in its ordinary course of
business and it is expected to continue to do so in the future. George W. Cone,
director of Communitycorp, is a partner of the McLeod, Fraser and Cone law firm.
Peden B. McLeod, Director and Chairman of the Board of Communitycorp, is also
partner in the law firm of McLeod, Fraser and Cone.
4
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
SHARED VOTING TOTAL SOLE AND
AND SHARED VOTING TOTAL
NAME AND ADDRESS OF SOLE VOTING AND INVESTMENT AND INVESTMENT PERCENT
BENEFICIAL OWNER INVESTMENT POWER POWER POWER OF CLASS
---------------- ---------------- ----- ----- --------
OWNERS OF 5% OR MORE
OF COMMON STOCK
Sea Spirits, Inc. (1) 24,822 - 0 - 24,822 8.74 %
3205 Palmetto Blvd.
Edisto, SC 29438
DIRECTORS
George W. Cone (2) 3,329 2,600 5,929 2.09 %
W. Roger Crook(3) 3,164 500 3,664 1.29 %
Opedalis Evans 5,000 - 0 - 5,000 1.76 %
Barnwell Fishburne(4) 7,096 1,561 8,657 3.05 %
Harry L. Hill 3,807 - 0 - 3,807 1.34 %
Calvert W. Huffines (5) 3,057 4,600 7,657 2.70 %
Peden B. McLeod (6) 8,681 20,480 29,161 10.27 %
Robert E. Redfearn (7) 500 24,822 25,322 8.92 %
Harold Robertson (8) 8,932 2,534 11,466 4.04 %
EXECUTIVE OFFICERS AND 44,730 57,097 101,827 35.86 %
DIRECTORS AS A GROUP
(11 PERSONS)
__________________
(1) This corporation is controlled by Robert E. Redfearn, a director of the
Bank.
(2) Includes 2,600 shares held by family members
(3) Includes 500 shares held by family members.
(4) Includes 1,561 shares held by family members.
(5) Includes 2,300 shares owned by a foundation controlled by Mr. Huffines and
2,300 shares owned by family members.
(6) Includes 20,480 shares held by family members.
(7) Includes 24,822 shares owned by Sea Spirits, Inc., a corporation which is
controlled by Mr. Redfearn.
(8) Includes 2,534 shares held by family members.
5
EXECUTIVE COMPENSATION
The following information is furnished for the Chief Executive Officer of the
Company. No other executive officer of the Company received salary and bonuses
in excess of $100,000 during the fiscal year ended December 31,1999.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($) (1)
--------------------- ------ ------------ ---------- ---------------- --------------
W. Roger Crook 1999 $ 104,000 $ 21,000 --- $ 22,962
President and Chief
Executive Officer 1998 100,000 15,000 --- 21,315
1997 86,000 12,000 --- 18,020
(1) Included deferred compensation of $14,212, $13,265, and $12,000 in 1999,
1998, and 1997, respectively, and profit sharing contribution of $8,750, $8,050,
and $6,020 in 1999, 1998, and 1997, respectively.
RETIREMENT PLANS
PROFIT SHARING PLAN. The Company has a qualified Profit Sharing Plan with 401(K)
features. The plan is intended to meet the qualification requirements under the
Internal Revenue Code and serve as a reward to employees for productivity and
profitability. All full-time employees who have attained age 21 and have one
year of service are eligible to participate in the plan. Contributions to the
plan are computed each year on a discretionary basis by the Board of Directors
with consideration for annual profits, retained earnings and reserve
requirements. The profit sharing plan is administered by Profit Concepts, Inc.,
an independent third party administrator in Columbia, South Carolina. The
Trustees of the plan are members of the Board of Directors and are as follows:
J. Barnwell Fishburne, Calvert Huffines and George Cone. The Board of Directors
has the authority to add, delete, or replace Trustees as deemed necessary to
ensure adequate oversight and direction of the plan operations.
The profit sharing plan is designed to provide a source of additional
retirement income that will supplement Social Security benefits at age 65 for
each eligible career employee. Employees or their beneficiaries have the right
to withdraw their funds in the plan upon early separation of service, death,
disability, normal retirement (age 65), early retirement (age 59 1/2) or late
retirement (age 70). Distributions from the plan will be made in either monthly
installments or as a lump sum payment.
The profit sharing plan includes special provisions as outlined in the
Internal Revenue Code, Section 401(K), which permits employees to make voluntary
pre-tax contributions to the retirement plan trust. Employees meeting the
eligibility requirements of the profit sharing plan described above may also
make voluntary contributions under 401(K) plan provisions up to 10% of annual
salary.
The employer has decided to waive its option of matching employee
contributions since the profit sharing plan will potentially provide eligible
employees with a retirement benefit. All employee voluntary contributions are
100% vested. Withdrawal features in the 401(K) plan are the same as the profit
sharing plan. Expenses for this plan were $46,525 for the year ending December
31, 1999.
6
DEFERRED COMPENSATION PLAN. The Company has a Deferred Compensation Plan which
covers the Chief Executive Officer. This plan is a non-qualified voluntary
deferral salary program with participation limited to the Bank's senior
management group of vice president and above.
Contributions to the plan are voluntary and may be changed from year to
year based upon the income needs of eligible participants. Amounts deferred are
assets of the Bank and income derived from the investment of these assets are
also reflected as assets of the Bank. These assets are subject to the claims of
creditors of the corporation. Deferred funds will be invested and reinvested by
the corporation until such time the employee separates from service and elects
to receive the deferral amounts plus accumulated earnings. The corporation has
the right to invest bank assets in cash, cash equivalents, marketable
securities, common stock, life insurance, annuities or savings instruments as
deemed appropriate by the Trustees and Board of Directors. Expenses for this
plan were $14,212 for the year ending December 31, 1999.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors believes it appropriate to submit for action by
the shareholders its selection of Tourville, Simpson & Caskey, L.L.P. as the
Company's independent auditors for 2000 to audit the consolidated financial
statements of the Company for the current year and to perform such other
appropriate accounting services as may be required by the Board.
Representatives of Tourville, Simpson & Caskey, L.L.P. are expected to
be present at the Annual Meeting with the opportunity to make a statement if
they so desire and they are expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF TOURVILLE, SIMPSON & CASKEY, L.L.P. AS THE COMPANY'S INDEPENDENT
AUDITORS.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the
Company and its directors, and persons who beneficially own more than 10% of any
registered class of the Company's common stock, to file reports of ownership and
changes in ownership with the SEC. Based solely on a review of the reports and
written representations provided to the Company by the above referenced persons,
the Company believes that during the fiscal year ended December 31, 1999 all
filing requirements applicable to its reporting officers, directors and greater
than ten percent beneficial owners were properly and timely complied with.
INDEPENDENT ACCOUNTANTS
During the 1999 fiscal year, Tourville, Simpson & Caskey, L.L.P. of
Columbia, South Carolina, served as independent accountants to the Company. They
have been appointed as the Company's independent accountants for the 2000 fiscal
year by the Board of Directors. Representative of Tourville, Simpson & Caskey,
L.L.P. are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so. They will be available
to respond to proper questions regarding the independent accountants'
responsibilities.
7
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgement of the person or persons voting the
proxies, including matters relating to the conduct of the Annual Meeting.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in April 2001, should be received by the
Company no later than January 31, 2001, in order to be considered for inclusion
in the Company's proxy statement and form of proxy relating to that meeting .
Such proposals should be sent in writing to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488, Attention: Corporate Secretary. Any such
proposals must comply in all respect with the rules and regulations of the
Securities and Exchange Commission.
EXPENSE OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone at their regular
salary or hourly compensation.
FORM 10-K
The Company will provide without charge to each person solicited
herein, upon the written request of such person, a copy of the Company's Annual
Report on Form 10-K, including the financial statements and schedules thereto.
Such a written request should be directed to Communitycorp, Post Office Box
1707, Walterboro, South Carolina, 29488, Attention: Corporate Secretary.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
March 31, 2000
8
APPENDIX A
PROXY
KNOW ALL MEN BY THESE PRESENT THAT I, THE UNDERSIGNED SHAREHOLDER OF
COMMUNITYCORP, WALTERBORO, SOUTH CAROLINA, DO HEREBY NOMINATE, CONSTITUTE AND
APPOINT PEDEN B. MCLEOD AND HAROLD M. ROBERTSON OR __________________________ OR
ANY ONE OR MORE OF THEM, MY TRUE AND LAWFUL ATTORNEY(S) WITH FULL POWER OF
SUBSTITUTION, FOR ME AND IN MY NAME, PLACE AND STEAD TO VOTE ALL OF THE STOCK OF
SAID COMPANY, STANDING IN MY NAME ON ITS BOOKS AS OF MARCH 13, 2000 AT THE
MEETING OF ITS SHAREHOLDERS TO BE HELD AT THE BANK OF WALTERBORO BUILDING
LOCATED AT 1100 NORTH JEFFERIES BOULEVARD, WALTERBORO, SOUTH CAROLINA, ON
TUESDAY, APRIL 18, 2000 AT 6:00 P.M. EASTERN TIME OR AT ANY ADJOURNMENT THEREOF,
AS FOLLOWS:
FOR WITHHOLD 1. ELECTION OF DIRECTORS:
( ) ( ) The Election of Three (3) Class III directors listed
in the accompanying Statement. The names of the
nominees are as follows: Calvert W. Huffines, Peden
B. McLeod, and Harold M. Robertson.
FOR AGAINST ABSTAIN 2. RATIFICATION OF AUDITORS:
( ) ( ) ( ) To ratify the selection of Tourville, Simpson and
Caskey, L.L.P. as auditors of the Company for the
year ending December 31, 2000 as stated in the
accompanying notice of said meeting.
3. OTHER BUSINESS:
Such other business that may properly be brought
before the meeting or any adjournment thereof.
Management at the present time knows of no other
business to be brought before the meeting other than
that of a routine nature.
I hereby ratify and confirm all that said attorney(s) may do or cause to be done
by virtue hereof, receipt of the notice of said Annual Meeting being hereby
acknowledged. Said attorney(s) is (are) hereby authorized to exercise all of the
powers that I would possess if present personally at said meeting or any
adjournment thereof. I hereby revoke all proxies by me heretofore given for any
meeting of shareholders of said Company.
IN THE ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED HEREBY SHALL BE
VOTED IN FAVOR OF THE MATTERS SPECIFICALLY SET FORTH ABOVE ANY IF ANY OTHER
BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATION OF MANAGEMENT.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY RE REVOKED
PRIOR TO ITS EXERCISE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
PROPOSITIONS.
In Witness whereof I have hereunto set my hand and seal this _____ day of
______________ 2000.
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Signature
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Signature if held jointly