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
UWHARRIE CAPITAL CORP.
(Name of Registrant as Specified in its Charter)
(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:
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:
UWHARRIE CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual Meeting of Shareholders of
Uwharrie Capital Corp (the "Company") will be held as follows:
PLACE: Stanly County Agri-Civic Center
26032 Newt Road
Albemarle, North Carolina
DATE: Monday, May 11, 1998
TIME: 6:00 p.m. - Dinner
7:30 p.m. - Business Meeting
The purposes of the meeting are:
1. To elect six directors of the Company;
2. To ratify the appointment of Dixon Odom PLLC as the Company's
independent public accountants for 1998; and
3. To transact such other business as may properly be presented
for action at the meeting.
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN
IF YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
MEETING AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Roger L. Dick
ROGER L. DICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
APRIL 8, 1998
UWHARRIE CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
(704) 983-6181
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Uwharrie Capital Corp (the "Company")
of appointments of proxy for use at the annual meeting of the Company's
shareholders (the "Annual Meeting") to be held on Monday, May 11, 1998, at 7:30
p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle, North
Carolina, and at any adjournments thereof. The Company's proxy solicitation
materials are being mailed to shareholders on or about April 8, 1998. In this
Proxy Statement, the Company's subsidiary bank, Bank of Stanly, is referred to
as the "Bank".
VOTING OF PROXIES
Persons named in the enclosed appointment of proxy as proxies (the
"Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick,
Dawn L. Melton and Tamara M. Singletary. Shares represented by each appointment
of proxy which is properly executed, returned and not revoked, will be voted in
accordance with the directions contained therein. If no directions are given,
such shares will be voted "FOR" the election of each of the six nominees for
director named in Proposal 1, and "FOR" Proposal 2. If, at or before the time of
the Annual Meeting, any nominee named in Proposal 1 has become unavailable for
any reason, the proxies will be authorized to vote for a substitute nominee. On
such other matters as may come before the meeting, the proxies will be
authorized to vote in accordance with their best judgment.
RECORD DATE
The close of business on March 27, 1998, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of record
on that date will be eligible to vote on the proposals described herein.
VOTING SECURITIES
The Company's voting securities are the shares of its common stock, par
value $1.25 per share, of which 2,290,353 shares were issued and outstanding on
March 27, 1998.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
At the Annual Meeting, each shareholder will be entitled to one vote
for each share held of record on the Record Date on each matter submitted for
voting and, in the election of directors, for each director to be elected. In
accordance with North Carolina law, shareholders will not be entitled to vote
cumulatively in the election of directors.
In the election of directors, the six nominees receiving the highest
number of votes will be elected. For Proposal 2 to be approved, a majority of
the shares represented in person and by proxy and entitled to vote at the Annual
Meeting must be voted in favor of approval. Abstentions and broker nonvotes will
have no effect in the voting at the Annual Meeting.
REVOCATION OF APPOINTMENT OF PROXY
Any shareholder who executes an appointment of proxy has the right to
revoke it at any time before it is exercised by filing with the Secretary of the
Company either an instrument revoking it or a duly executed appointment of proxy
bearing a later date, or by attending the Annual Meeting and announcing his or
her intention to vote in person.
EXPENSES OF SOLICITATION
The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement. Appointments of proxy also may be solicited personally or by
telephone by the Company's and the Bank's directors, officers and employees
without additional compensation.
BENEFICIAL OWNERSHIP OF SECURITIES BY MANAGEMENT AND NOMINEES
As of March 13, 1998, there were no persons who were known to
management of the Company to beneficially own more than 5% of the Company's
common stock. The following table lists the individual beneficial ownership of
the Company's common stock as of March 13, 1998, by the Company's current
directors and nominees for director, by the Company's executive officer named in
the Summary Compensation Table below, and by all current directors, nominees and
executive officers of the Company as a group. No current director or executive
officer owned more than 1% of the shares outstanding on March 13, 1998. Current
directors, nominees and executive officers as a group beneficially owned 6.90%
of the shares outstanding or exercisable by members of the group on such date.
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2)
---------------- --------------------------
William S. Aldridge, Jr. 3,377
Cynthia H. Beane 10,292
Joe S. Brooks 3,924
Ronald T. Burleson 7,866
Bill C. Burnside, D.D.S. 4,616
Gail C. Burris 200
2
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2)
---------------- --------------------------
William F. Clayton 2,289
G. Chad Efird 8,735
David M. Jones, D.V.M. 200
James F. Link, D.V.M. 210
Jerry J. Long 4,002
W. Chester Lowder 824
Pamela S. Morton 352
Buren Mullis 13,621
John P. Murray, M.D. 6,663
Kent E. Newport 449
Catherine A. Pickler 1,127
George T. Reaves 3,025
A. James Russell 602
B. A. Smith, Jr. 8,748
Boyce E. Thompson 4,693
Douglas V. Waddell 403
Roger L. Dick 5,489
All current directors, nominees for director
and executive officers as a group (32 persons) 161,379 (3)
- --------------------
(1) Except as otherwise noted, to the best knowledge of management of the
Company, the individuals named or included in the group above exercise
sole voting and investment power with respect to all shares shown as
beneficially owned. The calculations of the percentage of class
beneficially owned by each individual are based on a total of 2,290,353
shares currently outstanding plus the number of shares capable of being
issued to that individual (if any) within 60 days upon the exercise of
stock options held by that individual (if any).
(2) Includes shares over which the named individual shares voting and
investment power as follows: Mr. Aldridge - 3,025 shares; Ms. Beane -
10,023 shares; Mr. Brooks - 3,714 shares; Mr. Burleson - 1,194 shares;
Dr. Burnside - 4,416 shares; Mr. Efird - 8,383 shares; Mr. Long - 3,531
shares; Mr. Lowder - 602 shares; Dr. Murray - 5,841 shares; Mr. Newport
- 234 shares; Mr. Russell - 182 shares; Mr. Smith - 6,895 shares; Mr.
Thompson - 3,020 shares.
(3) Includes a total of 43,458 shares as to which the persons included in
the group exercise sole voting and investment power, and 69,316 shares
as to which such power is shared. Also includes an aggregate of 48,605
shares which executive officers included in the group could purchase
under currently exercisable stock options.
REPORTS OF CHANGES IN BENEFICIAL OWNERSHIP
Directors and executive officers of the Company are required by federal
law to file reports with the Securities and Exchange Commission regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. To the knowledge of the management of the Company based upon information
supplied to the Company by the directors and executive officers, all required
reports of directors and executive officers of the Company have been timely
filed.
3
PROPOSAL 1: ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide for a Board of Directors composed of 18
members divided into three classes, each consisting of six directors who are
elected to terms of three years. Each year the terms of six directors expire and
six persons are elected as directors for new three-year terms. The Board of
Directors intends to nominate the six persons named below for election by
shareholders at the Annual Meeting as directors of the Company for three-year
terms or until their respective successors are duly elected and qualified.
YEAR IN WHICH
POSITIONS FIRST ELECTED/ PRINCIPAL OCCUPATION
WITH PROPOSED AND BUSINESS EXPERIENCE
NAME AND AGE COMPANY TERM EXPIRES FOR PAST 5 YEARS
- ------------ ------- ------------ ----------------
Bill C. Burnside, D.D.S. New 1998/2001 Bill Burnside, D.D.S., Albemarle, NC
(48) Nominee (dentistry)
Gail C. Burris New 1998/2001 Owner and Manager, Rosebriar Restaurant,
(43) Nominee Albemarle, NC
David M. Jones, D.V.M. New 1998/2001 Director, North Carolina Zoological Park,
(53) Nominee Asheboro, NC (NC Department of Environment
and Natural Resources) since March 1994;
previously, Director of Conservation and
Consultancy, Zoological Society of London,
London, England
John P. Murray, M.D. Current 1996/2001 Retired; previously, Physician and owner,
(56) Director Albemarle Ear, Nose and Throat, Albemarle, NC
Buren Mullis New 1998/2001 Retired; previously, Vice President and
(64) Nominee General Manager of Sundrop Bottling Co.,
Inc., Concord, NC
Catherine A. Pickler Current 1995/2001 Homemaker and community volunteer, New
(63) Director London, NC
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE.
4
INCUMBENT DIRECTORS
The Company's current Board of Directors includes 12 directors whose
terms will continue after the Annual Meeting. The following table contains
information about those 12 incumbent directors.
YEAR IN WHICH
POSITIONS FIRST ELECTED/ PRINCIPAL OCCUPATION
WITH CURRENT TERM AND BUSINESS EXPERIENCE
NAME AND AGE COMPANY EXPIRES (1) FOR PAST 5 YEARS
------------ ------- ----------- ----------------
William S. Aldridge, Jr. Director 1993/1999 Manager, Secretary-Treasurer and co-
(70) owner, Stanly Funeral Home, Inc.
Albemarle, NC
Cynthia H. Beane Director 1996/1999 Cynthia H. Beane, CPA, Albemarle, NC
(49) (certified public accountant)
Joe S. Brooks Director 1997/2000 Partner, Brothers Precision Tool Company,
(48) Albemarle, NC (tool and die shop)
Ronald T. Burleson Director 1997/2000 Partner, Thurman Burleson & Sons Farm,
(48) Richfield, NC (farming operation)
G. Chad Efird Director 1993/1999 Retired; previously, Technical
(75) Supervisor, Aluminum Company of
America (ALCOA), Badin, NC (aluminum products
manufacturer)
James F. Link, D.V.M. Director 1997/2000 Veterinarian and Owner, North Stanly Animal
(45) Clinic, New London, NC
W. Chester Lowder Director 1995/1999 Director of Field Services, North Carolina
(49) Farm Bureau Federation, Raleigh, NC
(agricultural service agency); President,
Fork "L" Farm, Inc., Norwood, NC (farming
operation)
Kent E. Newport Director 1997/2000 President, KDC, Inc. DBA Coy's Laundromat,
(37) Albemarle, NC (coin laundry and self-service
carwash)
George T. Reaves Director 1997/2000 Retired; previously, Vice President Traffic
(70) and Transportation, Collins & Aikman
Corporation, Albemarle, NC (manufacturer of
automotive fabrics, upholstery, yarns)
A. James Russell Director 1997/2000 Construction Manager, J.T. Russell & Sons,
(43) Inc., Albemarle, NC (highway heavy utility
construction)
B. A. Smith, Jr. Director 1996/1999 Retired; previously, Pilot and Base
(64) Commander, United States Air Force
Douglas V. Waddell Director 1995/1999 Retired; previously, Manager, Sears
(69) & Roebuck - Automotive Department,
Albemarle, NC (retail store)
- --------------------
5
(1) The year first elected indicates the year in which each individual was
first elected a director of the Bank or the Company, as applicable, and
does not reflect breaks in certain of the named individuals' tenures as
directors of the Bank or the Company, as applicable.
DIRECTOR COMPENSATION
For service during 1998, each director will be paid a fee of $200 for
each Board of Directors meeting attended and $100 for attendance at each meeting
of a committee.
During 1994, the Company adopted a plan under which individual
directors may elect each year to defer receipt of all or a designated portion of
their fees for that year. Amounts so deferred earn interest at rates tied to
market indices selected quarterly by the plan administrators, and such amounts
become payable in the future (in a lump sum or annual installments) as specified
by the director at the time of his or her deferral election. During 1997,
Directors Brooks, Link, Long, Lowder, Newport, Reaves, Russell and Thompson
deferred compensation pursuant to such plan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held nine regular meetings and
two special meetings during 1997. Each current director attended 75% or more of
the aggregate number of meetings of the Board of Directors and of any committees
on which he or she served with the exception of Director W. Chester Lowder whose
absences were due to prior business commitments and Director Jerry J. Long whose
absences were due to illness.
The Company's Board of Directors has several standing committees,
including an Examining Committee, a Personnel Committee, a Compensation
Committee and a Nominating Committee.
The current members of the Examining Committee are Boyce E. Thompson -
Chairman, Cynthia H. Beane, Jerry J. Long, John P. Murray, M.D. and Kent E.
Newport. The Examining Committee reviews the annual audit reports of the
Company's independent auditors and the examination reports issued by bank
regulatory agencies, and oversees the work of the Company's internal auditor.
The Examining Committee met eleven times during 1997.
The current members of the Compensation Committee are B.A. Smith, Jr. -
Chairman, Joe S. Brooks, G. Chad Efird, Pamela S. Morton and Douglas V. Waddell.
The Compensation Committee is authorized to consider and make recommendations to
the Board of Directors for action on matters pertaining to the compensation of
executive officers of the Company and the Bank. The Compensation Committee met
four times during 1997. The Compensation Committee also serves as the Personnel
Committee.
The current members of the Nominating Committee are Jerry J. Long -
Chairman, William S. Aldridge, Jr., James F. Link, D.V.M., Pamela S. Morton and
B.A. Smith, Jr.. The Nominating Committee recommends candidates to the Company's
Board of Directors for selection as nominees
6
for election as directors of the Company. The Nominating Committee met three
times during 1997. In making its recommendations, the Nominating Committee will
consider candidates recommended by shareholders. Recommendations of nominee
candidates by shareholders for the 1999 Annual Meeting should be submitted in
writing to the Chief Executive Officer of the Company by September 30, 1998, and
should be accompanied by a statement of each candidate's qualifications to serve
as a director.
EXECUTIVE OFFICERS
The following table contains information about the current executive
officers of the Company and the Bank.
EMPLOYED
CURRENT POSITIONS BY BANK
NAME AND AGE WITH COMPANY AND/OR BANK SINCE
------------ ------------------------ -----
Ronald B. Davis President and Chief Executive Officer of the Bank 1997
(50)
Roger L. Dick President and Chief Executive Officer of the Company 1983
(46)
Susan B. Gibson Vice President of the Bank (human resources) 1996
(36)
Jacqueline S. Jernigan Executive Vice President of the Bank (retail banking) 1983
(43)
Dawn L. Melton Executive Vice President of the Company (technology) 1983
(37)
Tamara M. Singletary Executive Vice President of the Company (investor relations) 1983
(38)
Christy D. Stoner President of The Strategic Alliance Corporation, a 1991
(33) subsidiary of the Bank
Thomas H. Swaringen Executive Vice President of the Bank (credit administration) 1990
(54)
Barbara S. Williams Senior Vice President of the Company (finance) 1995
(54)
O. David Williams, Jr. Senior Vice President of the Bank (commercial banking) 1991
(39)
7
EXECUTIVE COMPENSATION
The following table shows, for 1997, 1996 and 1995, the compensation
paid to or received or deferred by the Company's chief executive officer. No
other current executive officer of the Company or the Bank received compensation
for 1997 which exceeded $100,000.
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ---------------------------------
AWARDS PAYOUTS
---------------------- -------
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#) ($) ($)(4)
- ----------------------- ---- ---------- ------------ ---------- ---------- --------- -------- ---------
Roger L. Dick, President 1997 $118,000 $48,752 -0- -0- -0- -0- $9,500
and Chief Executive
Officer of the Company
1996 107,966 5,398 -0- -0- 68,895(5) -0- 6,802
1995 95,865 3,607 -0- -0- -0- -0- 5,968
- -------------
(1) Includes amounts deferred at Mr. Dick's election pursuant to the
Company's Section 401(k) savings plan.
(2) Includes all cash bonuses received for each year by Mr. Dick. At the
end of each year the Company's Board of Directors may approve the
payment of annual cash bonuses to individual officers based on the
Company's results of operations and their individual performance during
the year. The payment and amounts of any such bonuses are determined
solely by the Company's Board of Directors. In addition to
discretionary cash bonuses, during 1997 the Company maintained an
incentive plan under which, at the end of each calendar quarter, each
of certain officers and employees could receive a cash bonus (equal to
5.0% of their quarterly salary) if the Company's financial performance
for that quarter equaled or exceeded budgeted amounts.
(3) In addition to compensation paid in cash, the Company's executive
officers receive certain personal benefits. However, the aggregate
value of non-cash benefits received by Mr. Dick during each year did
not exceed 10% of cash compensation paid to him.
(4) Consists entirely of the Company's contributions on behalf of Mr. Dick
to the Company's Section 401(k) savings plan.
(5) The number of shares covered by options increased to 68,895 as a result
of a 3% stock dividend declared in December 1996 and a 5% stock
dividend in 1997.
8
STOCK OPTIONS
No stock options were granted during 1997 to Roger L. Dick, President
and Chief Executive Officer of the Company.
The following table contains information with respect to stock options
exercised during 1997, and held at December 31, 1997, by Roger L. Dick, the
Company's President and Chief Executive Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARs
OPTIONS/SARs AT FY-END AT FY-END
(#) ($)(1)
----------------------------- ------------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- -------------- -------- ------------ ------------- ----------- -------------
Roger L. Dick -0- -0- 13,779 55,116 $61,344 $245,376
- --------------------
(1) Represents the aggregate fair market value at December 31, 1997 (based
on an estimated market value of $10 per share) of shares underlying
unexercised options held on that date, minus the aggregate exercise or
purchase price of those shares.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with certain of the Company's
and the Bank's directors and executive officers and their associates. All loans
included in such transactions were made on substantially the same terms,
including interest rates, repayment terms and collateral, as those prevailing at
the time for comparable transactions with other persons, and do not involve more
than the normal risk of collectibility or present other unfavorable features.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors has appointed the firm of Dixon Odom PLLC,
Certified Public Accountants, as the Company's independent accountants for 1998,
and a proposal to ratify that appointment will be submitted for shareholder
approval at the Annual Meeting.
A representative of Dixon Odom PLLC is expected to be present at the
Annual Meeting and available to respond to appropriate questions, and will have
the opportunity to make a statement if he desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF DIXON ODOM PLLC AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR
1998.
9
OTHER MATTERS
The Board of Directors knows of no other business that will be brought
before the Annual Meeting. Should other matters properly be presented for action
at the Annual Meeting, the Proxies, or their substitutes, will be authorized to
vote shares represented by appointments of proxy according to their best
judgment.
PROPOSALS OF SHAREHOLDERS
Any proposal of a shareholder which is intended to be presented at the
Company's 1999 Annual Meeting must be received by the Company at its main office
in Albemarle, North Carolina, no later than December 4, 1998, to be considered
timely received for inclusion in the proxy statement and appointment of proxy to
be distributed in connection with that meeting.
ADDITIONAL INFORMATION
A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-KSB WILL BE
PROVIDED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL
MEETING UPON THAT SHAREHOLDER'S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO TAMARA M. SINGLETARY, SECRETARY, UWHARRIE CAPITAL CORP, 167 NORTH
SECOND STREET, ALBEMARLE, NORTH CAROLINA 28001.
10
********************************************************************************
APPENDIX
UWHARRIE CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
-------------------
APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints Roger L. Dick, Dawn L. Melton and
Tamara M. Singletary (the "Proxies"), or any of them, as attorneys and proxies,
with power of substitution, to vote all outstanding shares of the common stock
of Uwharrie Capital Corp (the "Company") held of record by the undersigned on
March 27, 1998, at the Annual Meeting of Shareholders of the Company to be held
at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North
Carolina, at 7:30 p.m. on May 11, 1998, and at any adjournments thereof:
1. ELECTION OF DIRECTORS: Proposal to elect six directors of the Company
for three year terms or until their successors are duly elected and
qualified.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS INDICATED OTHERWISE TO VOTE FOR ALL NOMINEES
BELOW) LISTED BELOW
NOMINEES: Bill C. Burnside, D.D.S.
Gail C. Burris
David M. Jones, D.V.M.
Buren Mullis
John P. Murray, M.D.
Catherine A. Pickler
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided.)
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal
to ratify the appointment of Dixon Odom PLLC as the Company's
independent accountants for 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS: The Proxies are authorized to vote the shares
represented by this Appointment of Proxy according to their best
judgment on such other matters as may be presented for action at the
Annual Meeting.
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY
THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE
OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND "FOR" PROPOSAL 2 ABOVE. IF, AT OR
BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1 FOR ANY
REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS DIRECTORS, THE
PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. THIS
APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING
WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED
APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING
AND REQUESTING THE RIGHT TO VOTE IN PERSON.
Date:_________________________________, 1998
_______________________________________(SEAL)
(Signature)
_______________________________________(SEAL)
(Signature, if shares held jointly)
INSTRUCTION: PLEASE SIGN ABOVE EXACTLY AS YOUR NAME
APPEARS ON THIS APPOINTMENT OF PROXY. JOINT OWNERS
OF SHARES SHOULD BOTH SIGN. FIDUCIARIES OR OTHER
PERSONS SIGNING IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD IN THE ENCLOSED ENVELOPE.