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:
[ ] 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
HARBOR BANKSHARES CORPORATION
(Name of Registrant as Specified in Its Charter)
Teodoro J. Hernandez, Vice President and Treasurer
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the 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: ---------
HARBOR BANKSHARES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Harbor Bankshares Corporation (the "Company")
hereby appoints Joseph Haskins, Jr. and Delores G. Kelley, or either of them,
the lawful attorneys and proxies of the undersigned with full power of
substitution to vote, as designated below, all shares of Common Stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders called to convene on April 22, 1998, and at any and all
adjournments or postponements thereof:
(1) Election of Directors for three-year terms.
[ ] For all nominees listed below (except as marked to the
contrary below).
[ ] Withhold authority to vote for all nominees listed below.
Three-year term: Stephen A. Geppi, John Paterakis, Edward
St. John, Ronald Scott and George F. Vaeth, Jr. (To withhold
authority to vote for any individual nominee, strike out the
nominee's name.)
Two-year term: Sachinder Gupta (to withhold authority to
vote for this nominee, strike out the nominee's name.)
(2) In their discretion on such other matters as may properly come
before the meeting.
(Continued and to be signed on other side)
Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted for the directors named in the proxy
statement and in the best discretion of the proxy holders as to any other
matters.
Dated _________________________, 1998
-------------------------------------
Signature
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Signature
(Please sign as name(s) appears on stock certificate. If joint account, both
owners must sign. Executors, administrators, trustees or persons signing in a
similar capacity should so indicate.)
HARBOR BANKSHARES CORPORATION
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
Important- Your Proxy is Enclosed
You are urged to sign and return the enclosed proxy promptly. If you attend the
Annual Meeting and decide that you wish to vote in person or for any other
reason desire to revoke your proxy, you can do so at any time prior to its use.
HARBOR BANKSHARES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 22, 1998
To the Stockholders of Harbor Bankshares Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of
Harbor Bankshares Corporation (the "Company") will be held at The Baltimore
Hilton and Towers Hotel, 20 West Baltimore Street, Baltimore, Maryland 21201, on
Wednesday, April 22, 1998, at 12:00 noon, for the following purposes:
1. To elect five directors of the Company to serve for
three-year terms and to elect one director of the Company to serve for
a two-year term, and until their respective successors are elected and
have qualified.
2. To transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business on March 10, 1998
are entitled to notice of and to vote at the annual meeting or any adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Baltimore, Maryland George F. Vaeth, Jr.
March 24, 1998 Corporate Secretary
PROXY STATEMENT
INTRODUCTION
This proxy statement is furnished on or about March 24, 1998 to
stockholders of Harbor Bankshares Corporation (the "Company") in connection with
the solicitation of proxies by the Company's Board of Directors to be used at
the annual meeting (the "Annual Meeting") of stockholders to be held at The
Baltimore Hilton and Towers Hotel, 20 West Baltimore Street, Baltimore, Maryland
21201 on Wednesday, April 22, 1998 at 12:00 noon and at any adjournments
thereof. The purposes of the Annual Meeting are set forth in the accompanying
notice of the annual meeting of stockholders.
Proxies and Voting
The accompanying proxy is solicited by the Board of Directors of the
Company. The Board of Directors has selected Joseph Haskins, Jr. and Delores G.
Kelley, or either of them, to act as proxies with full power of substitution.
Any stockholder executing a proxy has the power to revoke the proxy at any time
before it is voted. This right of revocation is not limited or subject to
compliance with any formal procedure. Any stockholder may attend the meeting and
vote in person whether or not he or she has previously given a proxy.
The cost of solicitation of proxies and preparation of proxy materials
will be borne by the Company. The solicitation of proxies will generally be by
mail and by directors, officers and employees of the Company and its subsidiary,
The Harbor Bank of Maryland (the "Bank"), without additional compensation to
them. In some instances solicitation may be made by telephone or telegraph, the
costs of which will be borne by the Company. The Company may also reimburse
brokers, custodians, nominees and other fiduciaries for reasonable out-of-pocket
and clerical expenses for forwarding proxy materials to their principals.
The Annual Report of the Company, including financial statements for
the fiscal year ended December 31, 1997, is being mailed to the Company's
stockholders concurrently with this proxy statement.
Interested stockholders may obtain without charge, a copy of the
Company's Form 10-KSB, as filed with the Securities and Exchange Commission,
upon written request to Teodoro J. Hernandez, Treasurer, Harbor Bankshares
Corporation, 25 West Fayette Street, Baltimore, Maryland 21201.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on March 10, 1998
will be entitled to vote at the Annual Meeting. As of such date, there were
outstanding and entitled to vote 650,137 shares of common stock, par value $.01
per share (the "Common Stock"), of the Company each of which is entitled to one
vote at the Annual Meeting. Cumulative voting is not permitted for the election
of directors.
ELECTION OF DIRECTORS
The charter and by-laws of the Company provide that the directors shall
be classified into three classes as equal in number as possible, with each
director serving a three year term. Currently, there are 15 members of the Board
of Directors. The first, second and third classes each consists of five
directors. The terms of the directors of the third class expire in April, 1998.
One of the directors was appointed by the Board of Directors of the Company (to
fill a vacancy created by his own resignation), and his term expires in April,
1998. He is being nominated to serve in Class II in order to equalize the size
of each class, as required by the Company's By-Laws.
Directors are elected by a plurality of the votes cast by the holders
of shares of Common Stock present in person or represented by proxy at the
meeting with a quorum present. Abstentions and broker non-votes are not
considered to be votes cast.
Nominees
Unless otherwise indicated in the enclosed proxy, the persons named in
such proxy intend to nominate and vote for the election of the following six
nominees for the office of director of the Company, to serve as directors for
three years or to serve for two years, as the case may be, or until their
respective successors have been duly elected and qualified. All such nominees
are currently serving as directors. The Board of Directors is not aware that any
nominee named herein will be unable or unwilling to accept nomination or
election. Should any nominee for the office of director become unable to accept
nomination or election, the persons named in the proxy will vote for the
election of such other persons, if any, as the Board of Directors may recommend.
The names and ages of persons nominated by the Board of Directors,
their principal occupations and business experience for the past five years, the
number of shares of Common Stock of the Company beneficially owned by them on
March 10, 1998, and certain other information are set forth below.
Name of Nominee Information Regarding Nominee
Nominees for Directors to be elected at the 1998 Annual Meeting
to serve until the 2001 Annual Meeting (Class III)
Stephen A. Geppi Mr. Geppi is 48 years old and has served as a
director of the Company since 1996 and of the Bank
since 1996. He is President and Chief Executive
Officer of Diamond Comic Distributors, Inc., a
distributor of comic books.
8,080 shares (1.23%)(9)
John Paterakis Mr. Paterakis is 69 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1982. He is President and
Chief Executive Officer of H & S Bakery, Inc. and
Northeast Foods, Inc.
47,625 shares (7.28%)(5)(12)
Edward St. John Mr. St. John is 59 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1990. He is President
and Chief Executive Officer of M.I.E. Investment
Company, a real estate development company.
8,106 shares (1.24%)(9)
Ronald Scott Mr. Scott is 73 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1982. He is retired from the
Baltimore Post Office.
2,603 shares (0.40%)(6)(9)
George F. Vaeth, Jr. Mr. Vaeth is 64 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1981. He has served
as Secretary of the Company since its formation
and of the Bank since 1982. He is President of
George Vaeth Associates, Inc.(architects).
11,855 shares (1.81%)(1)(10)
Nominee for Director to be elected at the 1998 Annual Meeting
to serve until the 2000 Annual Meeting (Class II)
Sachinder Gupta Mr. Gupta is 53 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1989. He is President of
Earth Engineering Sciences, Inc., an engineering
company.
12,619 shares (1.93%)(1)(10)
Continuing Directors
The following information is provided with respect to directors who
will continue to serve as directors of the Company until the expiration of their
terms at the times indicated.
Name of Director Information Regarding Director
Directors to serve until the 1999 Annual Meeting (Class I)
J. P. Blase Cooke Mr. Cooke is 51 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1985. He is President and
Chief Operating Officer of Thomas Harkins, Inc.
(construction).
5,163 shares (0.79%)(9)
James H. DeGraffenreidt, Jr. Mr. DeGraffenreidt is 44 years old and has served
as a director of the Company since 1996 and of the
Bank since 1996. He is President and Chief
Operating Officer of Washington Gas Light Company,
distributors of natural gas.
3,875 shares (0.59%)(9)
Joe Louis Gladney Mr. Gladney is 63 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1982. He is President of
Gladney Transportation & Oil Company (heating oil
sales and bus transportation).
33,618 shares (5.15%)(9)
Louis J. Grasmick Mr. Grasmick is 74 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1982. He is Chief
Executive Officer of Grasmick Lumber Company, Inc.
13,103 shares (2.00%)(7)(10)
Joseph Haskins, Jr. Mr. Haskins is 50 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1980. He has served as
President and Chief Executive Officer of the
Company since its formation in 1992 and of the Bank
since 1986, and Chairman of the Board of the
Company and the Bank since 1995.
43,605 shares (6.59%)(1)(8)(10)
Directors to serve until the 2000 Annual Meeting (Class II)
Nathaniel Higgs Reverend Higgs is 67 years old and has served as a
director of the Company since its formation in 1992
and of the Bank since 1981. He is Pastor of
Southern Baptist Church.
4,505 shares (0.69%)(1)(2)(9)
Delores G. Kelley Dr. Kelley is 61 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1980. She is a
Senator in the Maryland State Senate.
10,536 shares (1.61%)(3)(10)
Erich March Mr. E. March is 46 years old and has served as a
director of the Company since its formation in
1992 and of the Bank since 1981. He is Vice
President of March Funeral Homes, Inc.
19,253 shares (2.94%)(1)(4)(10)
Stanley W. Tucker Mr. Tucker is 50 years old and has served as a
director of the Company since 1996 and of the Bank
since 1996. He is Managing General Partner of
MMG Ventures L.P. (an investment management
company).
37,526 shares (5.75%)(1)(9)(11)
Beneficial ownership of
Common Stock of all
directors and executive
officers as a group
(18 persons) 265,793 shares (37.83%)(13)
(1) Member of the Audit Committee of the Bank.
(2) Includes 2,327 shares owned jointly by Reverend Higgs and his wife. Does
not include 13,517 shares owned by a religious organization which
Reverend Higgs has the power to vote.
(3) Includes 611 shares owned by Dr. Kelley and her husband.
(4) Includes 15,242 shares owned by a corporation which Mr. March has the
power to vote.
(5) Includes 32,426 shares owned by three corporations controlled by Mr.
Paterakis, J and B Associates Inc., 16,213 shares, H and S Bakery Inc.,
6080 shares, and Northeast Food Inc., 10,133 shares, and 11,146 shares
owned by Paterakis Limited Partnership, LLP.
(6) Does not include 16,853 shares owned by a fraternal organization to
which Mr. Scott has the power to vote.
(7) Includes 3,796 shares owned jointly by Mr. Grasmick and his son.
(8) Includes 459 shares owned jointly with Cleora Haskins and exercisable
options to purchase 11,146 shares.
(9) Includes currently exercisable options to purchase 2,026 shares.
(10) Includes currently exercisable options to purchase 4,053 shares.
(11) Includes 35,466 shares under the name of MMG Ventures L.P.
(12) Includes exercisable options to purchase 3,753 shares.
(13) Includes exercisable options to purchase 52,385 shares held by all
executive officers and directors, as a group.
Board and Committee Meetings
The Board of Directors of the Company has no standing committees. The
Board of Directors of the Company held 12 meetings during 1997. With the
exceptions of Stephen A. Geppi and Stanley W. Tucker, who attended 58% and 66%
of the meetings respectively, each director attended at least 75% of the
meetings of the Board of Directors and committees of the Company.
The Audit Committee of the Bank meets with the Company's independent
accountants to review whether satisfactory accounting procedures are being
followed and whether internal accounting controls are adequate, and to inform
itself with regard to non-audit services performed by the independent
accountants. During 1997, the directors designated in note (1) above were
members of the Audit Committee, which met four times.
Compensation of Directors and Executive Officers
The following table shows compensation paid to the chief executive
officer of the Company for the three years ended December 31, 1995, 1996, and
1997. No other executive officer received total annual salary and bonus in
excess of $100,000 during such period.
Long-Term
Annual Compensation Compensation
------------------------------------------------------
Number
Annual Other of Options All Other
Name and Position Year Salary Bonus(1) Compensation(2) Granted Compensation
- ---------------------------------------------------------------------------------------------------
Joseph Haskins, Jr. 1997 $157,500 $50,096 $- 0 $6,404(3)
President and CEO 1996 150,000 45,049 - 0 6,357(3)
1995 132,225 32,000 - 4,000 6,636(3)
- ----------
(1) Bonus paid pursuant to terms of Employment Agreement.
(2) Other annual compensation did not exceed 10% of salary and bonus.
(3) Represents $2,000 annual contribution to an individual retirement
account and the Company's matching contribution to the Bank's 401(k)
Profit Sharing Plan.
The Company has adopted stock option plans, pursuant to which it has
reserved 88,160 shares of its Common Stock for the issuance of options. The
Company granted no options to purchase Common Stock to Mr. Haskins in 1997.
The following table sets forth the aggregated option exercises in 1997
and the option values at December 31, 1997, based upon a market value for
Company Common Stock of $17.00 per share.
Number of Number of Value of Unexercised
Shares Acquired Value Unexercised Options in-the-Money Options
Name and Position on Exercise Realized at Fiscal at Fiscal Year-End
Year-End(1)
- -----------------------------------------------------------------------------------------------
Joseph Haskins, Jr. -- $-- 3,040 $26,680
President and CEO 3,040 27,680
1,013 7,224
4,053 8,906
- ----------
(1) Currently exercisable options.
Compensation of Directors
Directors of the Company receive a fee for attending meetings of the
Board of Directors or committees thereof. Directors of the Bank receive a fee of
$300 for each board meeting attended ($400 if the director is a member of the
Bank's Executive Committee), but do not receive a fee for attendance at
committee meetings. Total fees paid to directors of the Bank during 1997 were
$45,500. Directors who are not employed by the Company or the Bank are permitted
to elect whether to receive their fees in the form of cash or in the form of
options to purchase Common Stock of the Company under the 1995 Director Stock
Option Plan which has been approved by the Company's stockholders. The exercise
prices of the options will equal the market price of the Common Stock on the
date of grant. In addition, on September 5, 1995, each member of the Board of
Directors who was a member of the Executive Committee received options to
purchase 4,053 shares of Common Stock of the Company, and each other director
received options to purchase 2,026 shares of Common Stock of the Company. The
option price was $15.00 per share, and the options will expire on September 5,
2005.
Employment Contracts
The Company entered an Employment Agreement with Joseph Haskins, Jr.
(the "Employment Agreement") which, as amended effective January 1, 1996,
provides that Mr. Haskins will be employed by the Company until the earlier of
(a) the close of business on Mr. Haskins' 65th birthday, (b) the date three
years after either the Company or Mr. Haskins gives written notice of
termination, or (c) the date on which Mr. Haskins' employment is otherwise
terminated pursuant to the provisions of the Employment Agreement. The
Employment Agreement provides that Mr. Haskins will serve as Chairman of the
Board, President and Chief Executive Officer of the Company at an annual salary
of not less than (i) $150,000 for 1996, (ii) $157,500 for 1997, (iii) $165,375
for 1998, and (iv) any subsequently established higher annual base salary for
subsequent years during the terms of the Employment Agreement. The Employment
Agreement provides for a bonus for the prior year if the Company's net income
for the prior year is greater than $400,000. The amount of the bonus will be
equal to the sum of (i) 2% of the Company's aggregate income before income
taxes, plus (ii) the Company's aggregate depreciation amount, plus (iii) the
Company's aggregate amortization of goodwill amount, plus (iv) the Company's
aggregate amortization of securities purchased at a premium, plus (v) the
Company's aggregate interest amount on Resolution Trust Company debt. The bonus
amount may not exceed 100% of Mr. Haskins' annual combined base salary then in
effect. In addition to those benefit programs, plans, and arrangements of the
Company generally available to its employees, the Employment Agreement provides
that Mr. Haskins will receive medical insurance, long-term disability insurance,
life insurance, a self-directed individual retirement account funded with an
annual contribution of $2,000, and the use of an automobile. If Mr. Haskins'
employment is terminated for reasons other than death, total disability or
"cause" as defined in the Employment Agreement, the Company is required to pay
within 60 days after such termination, a lump sum equal to: (i) six months of
his annual combined base salary at the rate in effect immediately prior to the
date of termination; plus (ii) a bonus that shall be equal to (X) the average
bonus percentage of combined base salary paid to Mr. Haskins during the three
years prior to the year in which the termination occurs, multiplied by (Y) the
six months salary amount described above; plus (iii) six months of medical
insurance premiums for him and his family at the level of coverage existing at
the time of termination. In addition, Mr. Haskins shall be entitled to keep his
then-current company automobile.
Transactions with Directors, Executive
Officers, and Affiliates
During the past year the Bank has had loan transactions in the ordinary
course of its banking business with directors and executive officers of the Bank
and with their affiliates. Loans to such persons were made in the ordinary
course of business and did not and do not currently involve more than the normal
risk of collectibility or present other unfavorable features. All such loans
were made on substantially the same terms, including interest rates and
collateral requirements, as those prevailing at the time for comparable
transactions with non-affiliates. The Bank expects to enter into such
transactions in the future. As of December 31, 1997, loans to directors and
executive officers of the Bank, and their affiliates, including loans guaranteed
by such persons and unfunded commitments made in 1997, aggregated $3,408,000 or
approximately 28.0% of tangible stockholders' equity of the Bank.
PRINCIPAL STOCKHOLDERS
No persons were known by the Company to own beneficially, directly or
indirectly, more than 5% of the Company's Common Stock outstanding on March 10,
1998 except as follows:
Name of Stockholder Information Regarding Stockholder
John Paterakis 603 South Bond Street, Baltimore, Maryland 21231,
beneficially owns 47,625 shares(7.28%). This includes
currently exercisable options to purchase 3,753 shares.
Joseph Haskins, Jr. 25 West Fayette Street, Baltimore , Maryland 21201,
beneficially owns 43,605 shares (6.59%). This includes
459 shares jointly owned with Cleora Haskins and
currently exercisable options to purchase 11,146
shares.
Stanley W. Tucker 217 East Redwood Street, Baltimore, Maryland 21202,
37,526 shares (5.75%). This includes 35,466 shares
under the name of MMG Ventures L.P. and currently
exercisable options to purchase 2,026 shares.
Joe Louis Gladney 2301 Sinclair Lane, Baltimore, Maryland 21213,
beneficially owns 33,618 shares (5.15%). This includes
currently exercisable options to purchase 2,026 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on the Company's review of the copies of the forms
received by it, or written representations from certain reporting persons that
they were not required to file Form 5, the Company believes that, with regard to
the transactions required to have been reported in 1997 or on a Form 5 for the
year ended December 31, 1997, all of the directors and executive officers of the
Company have made the necessary filings in compliance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
INDEPENDENT PUBLIC ACCOUNTANT
Management has selected Coopers & Lybrand L.L.P. as independent public
accountants to audit the Company's 1998 financial statements. That firm also
audited the Company's financial statements for 1997. A representative of Coopers
& Lybrand L.L.P. is expected to be present at the Annual Meeting, with the
opportunity to make a statement if he or she decides, and will respond to
appropriate questions.
Previously, the Company engaged Ernst & Young LLP as its independent
public accountants but in 1997 the Company engaged the firm of Coopers & Lybrand
L.L.P. as its new independent public accountants. The decision to hire new
independent public accountants was recommended by the Audit Committee of the
Board of Directors of the Company on July 16, 1997 and approved by the Company's
Board of Directors on August 13, 1997.
In connection with the audits of the two fiscal years ended December
31, 1995 and December 31, 1996 and the subsequent interim period through August
13, 1997, there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement and disclosure, or audit
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement. During the two most recent fiscal years and
the subsequent interim period, the Company has neither been advised by Ernst &
Young LLP of any of the reportable events nor has the Company consulted with
Ernst & Young LLP regarding any matter required to be disclosed upon the
appointment by a registrant of new independent public accountants. The audit
reports of Ernst & Young LLP on the consolidated financial statements of the
Company of and for the fiscal years ended December 31, 1995 and 1996, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
Ernst & Young LLP has furnished the Company with a letter, addressed to
the Securities and Exchange Commission (the "Commission"), stating that it
agrees with the foregoing statements made by the Company. A copy of Ernst &
Young LLP's letter to the Commission is attached as Exhibit 16 to the Company's
Current Report on Form 8-K filed with the Commission on August 18, 1997.
Interested stockholders may obtain a copy of such Current Report, without
charge, from Teodoro J. Hernandez, Treasurer, Harbor Bankshares Corporation, 25
West Fayette Street, Baltimore, Maryland 21201.
OTHER MATTERS
The management of the Company knows of no matters to be presented for
action at the meeting other than those mentioned above; however, if any other
matters properly come before the meeting, it is intended that the persons named
in the accompanying proxy will vote on such other matters in accordance with
their judgment of the best interest of the Company. Other than the election of
directors, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of all the shares voted at the meeting or a
majority of all the shares outstanding and entitled to be voted.
STOCKHOLDER PROPOSALS
All stockholder proposals intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company not later than November
24, 1998 for inclusion in the Company's proxy statement and proxy relating to
that meeting.