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 REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2) AND 0-11.
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL UNDER RULE 14A-12
COMMISSION FILE NUMBER : 0-25679
FIRST AMERICAN CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 48-1187574
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
3360 S.W. HARRISON STREET, SUITE 100
TOPEKA, KS 66611 785-267-7077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (TELEPHONE NUMBER)
PAYMENT OF FILING FEE (CHECK THE APRPROPRIATE 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:
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2. AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
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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):
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4. PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
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5. TOTAL FEE PAID:
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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:
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2. FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
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3. FILING PARTY:
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4. DATE FILED
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FIRST AMERICAN CAPITAL CORPORATION
1303 S. W. FIRST AMERICAN PLACE
TOPEKA, KANSAS 66604
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 4, 2001 AT 11:00 A.M.
To All the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First
American Capital Corporation, (the "Company"), will be held Monday, June 4, 2001
at 11:00 a.m. Central Time at the executive offices of the Company, 1303 S. W.
First American Place, Topeka, Kansas, 66604 for the following purposes:
1. To elect twelve directors of the Company to serve for one year or
until their successors are elected and qualified;
2. To ratify and approve the appointment of Kerber, Eck & Braeckel LLP as
independent auditors for the next fiscal year; and
3. To consider and act upon such other business as may properly be brought
before the meeting, or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 30, 2001 as
the record date for determination of shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY SO THAT YOUR VOTE
CAN BE RECORDED. If you are present at the meeting and desire to do so, you may
revoke your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
Phillip M. Donnelly
Secretary
Dated: May 10, 2001
Topeka, Kansas
IMPORTANT
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR ENCLOSED PROXY, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. BY RETURNING YOUR PROXY PROMPTLY,
A QUORUM WILL BE ASSURED AT THE MEETING, WHICH WILL PREVENT COSTLY FOLLOW-UP AND
DELAYS. THE PROXY CARD REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
1
FIRST AMERICAN CAPITAL CORPORATION
1303 S.W. FIRST AMERICAN PLACE
TOPEKA, KANSAS 66604
________________________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2001
________________________________________
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
to be used at the Annual meeting of Shareholders of Company to be held on
Monday, June 4, 2001 at 11:00 a.m. Central Time at the executive offices of the
Company located at 1303 S. W. First American Place, Topeka, Kansas, 66604 or at
any adjournment or postponement thereof.
This proxy statement is being sent to each holder of record of the
outstanding shares of $.10 par value common stock of the Company (the "Common
Stock") as of April 30, 2001 (the "Record Date") in order to furnish each
shareholder information relating to the business to be transacted at the
meeting. This proxy statement and the enclosed proxy are being mailed to
shareholders of the Company on or about May 10, 2001. The Company will bear the
cost of soliciting proxies from its shareholders. If necessary, officers and
regular employees of the Company may by telephone, telegram or personal
interview request the return of proxies.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN TO THE COMPANY THE ACCOMPANYING PROXY. IF YOU ARE PRESENT
AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
Only shareholders of record at the close of business April 30, 2001 are
entitled to vote. On that day, there were issued and outstanding 5,418,860
shares of Common Stock. Each share entitles the holder to one vote. To be
elected as a director, each nominee must receive the favorable vote of a
plurality of the shares represented and entitled to vote at the meeting. In all
other matters other than the election of directors, a majority of the shares
represented at the meeting and entitled to vote is required for approval of the
proposal.
The shareholder has the right to vote for all directors by checking the box
labeled "FOR", withhold authority to vote by checking the box labeled "WITHHOLD
AUTHORITY" or not vote for a particular director by striking a line through his
name. The proxy card must be signed using the same name(s) as the certificate
is titled.
When the enclosed Proxy is duly executed and returned in advance of the
meeting, and is not revoked, the shares represented thereby will be voted in
accordance with the authority contained therein. Any shareholder giving a proxy
may revoke such proxy at any time before it is voted by delivering to the
Secretary of the Company a written notice of revocation or a duly executed proxy
bearing a later date, or by attending the meeting and voting in person. If a
proxy fails to specify how it is to be voted, it will be voted at the discretion
of the Chairman of the Board.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, regarding ownership of Common
Stock by the only persons known by the Company to own beneficially more than 5%
of the Common Stock as of the Record Date:
Ownership of Class
Percent of
Shareholder Shares Class(1)
- --------------------------------------------------------
5% Holders
- --------------------------------
Rickie D. Meyer (2) 526,000 9.7%
1303 S. W. First American Place
Topeka, Kansas
First Alliance Corporation (3) 525,000 9.7%
2285 Executive Drive, Suite 308
Lexington, KY 40505
<FN>
(1) Based on the shares of the Company common stock outstanding as of the
Record Date.
(2) These shares are owned jointly with spouse.
(3) First Alliance Corporation is a financial services holding company based
in Lexington, Kentucky which wholly owns life insurance and venture
capital subsidiaries.
For information concerning ownership of Company Common Stock by all
directors and executive officers of the Company, nominees for directors, and by
all directors and executive officers as a group as of the Record Date, see the
first table in the section entitled "Election of Directors".
ELECTION OF DIRECTORS
In accordance with the laws of Kansas and the Articles of Incorporation and
Bylaws of the Company, as amended, the Company is managed by its executive
officers under the direction of the Board of Directors. The Board elects
executive officers, evaluates their performance, works with management in
establishing business objectives, and considers other fundamental corporate
matters, such as the issuance of stock or other securities, the purchase or sale
of a business, and other significant corporate business transactions. The Board
of Directors of the Company is composed of 12 directors, three of whom also
currently serve as officers.
At the annual meeting of shareholders of the Company, 12 directors are to
be elected, each director will hold office until the next annual meeting or
until his successor is elected and qualified. The persons named in the proxy
intend to vote the proxies as designated for the nominees listed below. Should
any of the nominees listed below become unable or unwilling to accept nomination
or election, it is intended, in the absence of contrary specifications, that the
proxies will be voted for the balance of those named and for a substitute
nominee or nominees; however, management currently knows of no reason to
anticipate such an occurrence. All of the nominees have consented to be named
as nominees and to serve as directors if elected. The Board recommends a vote
for the election of the twelve nominees for director named below. The following
table shows with respect to each of the directors, executive officers, and
nominees of the Company and with respect to all executive officers and directors
of the Company as a group: (i) the total number of shares of all classes of
stock of the Company beneficially owned as of the Record Date and the nature of
such ownership; and (ii) the percent of the issued and outstanding shares of
stock so owned as of the same date:
3
Ownership of Class
Name, Age, and Present Director Principal Occupation(s) or Percent of
Positions with the Company Since Employment(s) During Past Five Years Shares 1 2 Class
Mike N. Fink 1996 Chairman of the Company and subsidiaries since 1996; 125,000 2.3%
45 Chairman of Integrity Capital Corporation since 2000
Chairman of the Board and Co-Chairman of Mid-Atlantic Capital Corporation
since 2000.
Rickie D. Meyer 1996 Present principal positions with the Company; President 526,000 9.7%
50 of the Company and subsidiaries since 1996.
President and Director
Phillip M. Donnelly 2000 Secretary Treasurer, and Vice President of First - -
49 American Capital Corporation and subsidiaries since
Secretary, Treasurer, Vice 2000.
President and Director
Danny N. Biggs 1996 Vice-President, Partner, General Superintendent and 50,000(1) .9%
64 Director of Pickrell Drilling Company, Inc.
Director
Paul E. Burke, Jr. 1996 President, Issues Management Group Inc., a public 50,000 .9%
67 relations and governmental affairs consulting company.
Director
Ed C. Carter 1996 Entrepreneur and real estate developer. Retired senior 65,000(2) 1.2%
58 executive with the Kansas Southwestern Bell
Director Telephone Company.
Kenneth L. Frahm 1996 Self employed farmer since 1975. Past President, of the 40,000 .7%
54 Kansas Development and Finance Authority.
Director
John W. Hadl 1996 Associate Athletics Director at the University of Kansas. 40,000 .7%
61
Director
Steve J. Irsik, Jr. 1996 Entrepreneur, owns and operates a multi-county agri- 60,000 1.1%
54 business in western Kansas.
Director
John G. Montgomery 1996 President of Montgomery Communications, Inc. of 45,000 .8%
61 Junction City, Kansas.
Director
Harland E. Priddle 1996 Retired, former Chairman and Chief Executive Officer 40,000 .7%
70 of Network Trade Associates and President of Mid
Director -American International Trade Services, L.C. Former
Kansas Secretary of Agriculture.
Gary E. Yager 1996 Executive Vice President and Chief Executive Officer 40,000 .7%
46 and Senior Lender of the Columbian Bank of Topeka,
Director Kansas.
Directors and Executive Officer 1,081,000 20.0%
as a Group (12 persons)
<FN>
(1) Excludes 5,000 shares held by his son as to which Mr. Biggs disclaims beneficial ownership.
(2) Excludes 20,000 shares held by Mrs. Becky Carter, Mr. Carter's wife, as to which Mr. Carter disclaims beneficial
ownership.
4
Meetings and Committees of the Members of the Board of Directors
- --------------------------------------------------------------------------
During 2000, the Board of Directors held four regular meetings. The only
Board member who attended fewer than 75% of the board meeting was John Hadl.
The Board has established Audit, Compensation and Investment Committees. The
Company does not have a Nominating Committee.
The Audit Committee members are Kenneth Frahm, Paul Burke and John Hadl.
The Audit Committee met four times during 2000. The only Audit Committee
members to who attended less than 75% of the meetings was John Hadl. The Audit
Committee oversees the work of the Company's independent auditors. The Board of
Directors has not adopted a written charter for the Audit Committee.
The Compensation Committee members are Harland Priddle, Danny Biggs and
Steve Irsik. The purpose of the Compensation Committee is to establish and
execute compensation policies for the executives of the Company and award any
performance bonuses. The Compensation Committee met four times in 2000. All
members of the Compensation Committee attended greater than 75% of the meetings.
The Investment Committee members are Gary Yager, Ed Carter and John
Montgomery. The Investment Committee reviews investments bought, sold and held
to assure that the Company is adhering to established investment policy and
guidelines. The Investment Committee held five meetings in 2000 and all members
attended greater than 75% of the meetings.
Executive Officers Of The Company
Name/Age Present Positions Principal Occupation(s) or
With the Company Employment(s) During Past Five Years
-------------------------- -----------------------------------------------------------------
Michael N. Fink Chairman of the Board Chairman of First American Capital Corporation and subsidiaries
45 since 1996; Chairman of Integrity Capital Corporation since
2000 and Co-Chairman of Mid-Atlantic Capital Corporation
since 2000.
Rickie D. Meyer President and Director President of First American Capital Corporation and subsidiaries
50 since 1996.
Phillip M. Donnelly Secretary, Treasurer, Vice Secretary, Treasurer and Vice President of First American Capital
49 President and Director Corporation and subsidiaries since 2000.
Executive Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the President and
Chairman (together named "Executive Officers") for the fiscal years ended
December 31, 2000, 1999 and 1998. Disclosure for the remaining executive
officers is not required because none had annual salary and bonus that exceeded
$100,000.
Summary Compensation Table
Other Annual
Name and Principal Positions Year Salary($) Bonus($)(1) Compensation($)(2)
- ---------------------------- ---- --------- ----------- ------------------
Rickie D. Meyer 2000 93,000 80,309 -
President and Director 1999 90,485 124,255 -
1998 77,500 50,000 -
Michael N. Fink 2000 74,330 64,247 -
Chairman of the Board 1999 72,388 43,405 -
1998 63,000 36,000 -
<FN>
(1) Includes incentive compensation pursuant to the Executive Employment
Agreements, based on premiums.
(2) Other Annual compensation consists of automobile allowances and term
life and disability insurance premiums. The aggregate cost to the Company of
such personal benefits did not exceed the lesser of $50,000 or 10% of the
aggregate annual salary and bonus for Messrs. Meyer and Fink.
5
Executive Contracts
- --------------------
The executives of the Company, consisting of Messrs. Meyer and Fink and
Chris Haas (the "Executives"), entered into employment agreements effective
October 30, 1998. The initial term of the agreements was four years beginning
November 1, 1998. Base compensation under the agreement is $90,000, $72,000 and
$36,000 for Messrs. Meyer, Fink and Haas, respectively. Included in these
agreements is a clause that requires the base salaries to be adjusted annually
to reflect current costs of living, based on the Consumer Price Index Labor
Component, on the month preceding the employment anniversary. Each Executive
receives incentive compensation based on percentages of first year life and
renewal premiums of the Company's First America 2000 product. Mr. Haas resigned
from the Company and its subsidiaries as Secretary/Treasurer and Director
effective March 10, 2000.
Under the agreement, the Executives are provided auto allowances, term life
insurance at the Company's expense, disability insurance, and an annual physical
examination. The Company will only pay standard risk life insurance premiums on
the term life policies. Any additional substandard premiums will be paid at the
Executive's expense. The Executives can participate in any deferred
compensation, pension, other retirement income programs; and stock option plans
applicable to executive-level employees of the Company as approved by the Board
of Directors. At this time, none of these programs have been developed.
Directors' Fees
- ----------------
Directors, who are not officers of the Company, participate in an
attendance fee pool. This pool acts as an annual retainer fee for directors.
The pool consists of 1% of the premiums delivered in each calendar year and is
paid to each board member on a pro-rata basis determined by his or her
attendance of board meetings. In addition, each Director is paid $750 per
regular board meeting attended for the Company and its subsidiaries, $75 per
telephonic board meeting and $250 per committee meeting.
Audit Committee Report
- ------------------------
The Audit Committee, which consists of three non-employees of the company,
has proposed this report for inclusion in the Proxy Statement. The Audit
Committee has reviewed and discussed the audited financial statements with
management. The Audit Committee has also discussed with independent auditors
the matters required to be discussed by SAS 61. The Audit Committee has
received the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1. The Audit Committee,
based on the review and discussion outlined above, recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the last fiscal year for filing with the
Commission. Audit Committee: Kenneth Frahm, Paul Burke and John Hadl.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
The Company contracted with First Alliance Corporation ("FAC") of
Lexington, Kentucky to provide underwriting and accounting services for the
Company and its subsidiary First Life America Corporation ("FLAC"). Under the
terms of the management agreement, the FACC pays fees based on a percentage of
delivered premiums of FLAC. The percentages are 5.5% for first year premiums;
4% of second year premiums; 3% of third year premiums; 2% of fourth year
premiums and 1% for year five and 1% for years six through ten for ten year
policies and .5% in years six through twenty for twenty year policies. Pursuant
to the agreement, the Company incurred expenses of $117,246, $60,531 and $24,816
during 2000, 1999 and 1998, respectively. FAC is also a shareholder of the
Company (see "Security Ownership of Certain Beneficial Owners and Management").
APPROVAL OF AUDITORS FOR THE COMPANY
The Board of Directors has selected and appointed Kerber, Eck & Braeckel
LLP as the auditors for the Company for the year 2001.
Kerber, Eck & Braeckel LLP served as the Company's independent auditors for
the fiscal years ended December 31, 2000, 1999 and 1998. In serving its primary
function as outside auditors for the Company, Kerber, Eck & Braeckel LLP
performed the following audit services: [i] examination of the annual financial
statements for the Company and its subsidiaries; and [ii] review of the
Company's Form 10-KSB filed with the Securities and Exchange Commission.
Auditing fees paid Kerber, Eck & Braeckel for services outlined above totaled
$32,006. The Company did not engage Kerber, Eck & Braeckel LLP to provide
services other than auditing services. The Company's Audit Committee of the
Board of Directors believes the auditing service rendered by the principal
accountant does not jeopardize independence.
6
The following resolution will be offered at the Annual Meeting:
"RESOLVED, the action of the Board of Directors in appointing Kerber, Eck &
Braeckel LLP as the auditors of the Company for 2001 is hereby ratified and
approved."
It is anticipated that representatives of Kerber, Eck & Braeckel LLP will
attend the Annual Meeting. The representatives of Kerber, Eck & Braeckel LLP
will be given the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
THE BOARD RECOMMENDS YOU VOTE FOR THE APPOINTMENT OF KERBER, ECK & BRAECKEL
LLP AS THE INDEPENDENT AUDITORS AND YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE SHAREHOLDERS
VOTE FOR THE RATIFICATION OF KERBER, ECK & BRAECKEL LLP AS INDEPENDENT AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not intend to bring any other business before the meeting
of the Company's shareholders and has no reason to believe that any will be
presented to the meeting. If, however, any other business should properly be
presented to the meeting, the proxies named in the enclosed form of proxy will
vote the proxies in accordance with their judgment of the best interest of the
Company on such matters.
ANNUAL REPORT
A 2000 Annual Report to Shareholders of the Company has been furnished to
the Company's shareholders along with this proxy statement. The Annual Report is
not to be regarded as proxy soliciting material or as a communication by means
of which any solicitation is to be made.
SHAREHOLDER'S PROPOSALS FOR 2002 MEETING
Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Topeka, Kansas not later than January 31, 2002 for inclusion in the proxy
statement for that meeting.
AVAILABILITY OF REPORT ON FORM 10-KSB
The Company has filed its 2000 Annual Report on Form 10-KSB with the
Securities and Exchange Commission. A copy of the report may be obtained
without charge by any shareholder. Requests for copies of the report should be
sent to Phillip M. Donnelly, First American Capital Corporation, 1303 S. W.
First American Place, Topeka, KS 66604.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
Phillip M. Donnelly, Secretary
Dated: May 10, 2001
7
PROXY
FIRST AMERICAN CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael N. Fink and Rickie D. Meyer,
jointly and individually, as proxies, with full power of substitution and hereby
authorize them to represent and to vote, as designated below, all of the shares
of common stock of First American Capital Corporation which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders to be held on June 4, 2001 or any adjournment or postponement
thereof.
(1) ELECTION OF DIRECTORS (see proxy statement for instructions)
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY to vote
for all nominees listed below
(INSTRUCTION: To withhold authority to vote for individual nominee strike a line
through the nominee's name in the list below)
Michael N. Fink Rickie D. Meyer Phillip M. Donnelly Danny N. Biggs
Paul E. Burke Ed C. Carter
Kenneth L. Frahm John W. Hadl Steve J. Irsik, Jr. John G. Montgomery
Harland E. Priddle Gary E. Yager
(2) Approval of Kerber, Eck & Braeckel, LLP as independent auditors for 2001.
___ FOR ___ AGAINST ___ ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such
business as may properly come before the meeting.
- -------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDERS.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Dated:_______________________________________________
Signature:____________________________________________
Signature if held jointly:_________________________
(Please sign exactly using the name(s) in which the stock is titled. When stock
is registered jointly, all owners must sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.)