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 (S) 240.14a-11(c) or (S) 240.14a-12
BANCFIRST CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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Notes:
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 23, 2002
To the Stockholders of BancFirst Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BancFirst
Corporation (the "Company") will be held at the BancFirst Corporation
headquarters, Second Floor, 101 N. Broadway (the corner of Main Street and
Broadway), Oklahoma City, Oklahoma, on May 23, 2002 at 9:00 a.m. for the
following purposes:
1. To elect seven directors to serve until their successors are elected and
have qualified;
2. To ratify Arthur Andersen LLP as independent accountants for the fiscal
year ending December 31, 2002.
3. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors of the Company has fixed the close of business on
April 15, 2002 as the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. Your vote is important
regardless of the number of shares you own. Each stockholder, even though he or
she now plans to attend the Annual Meeting, is requested to sign, date and
return the enclosed Proxy without delay in the enclosed postage-paid envelope.
You may revoke your Proxy at any time prior to its exercise. Any stockholder
present at the Annual Meeting or at any adjournments or postponements thereof
may revoke his or her Proxy and vote personally on each matter brought before
the Annual Meeting.
By Order of the Board of Directors
Joe T. Shockley, Jr., Executive Vice President,
CFO and Secretary
Oklahoma City, Oklahoma
April 26, 2002
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE.
BancFirst Corporation
101 North Broadway
Oklahoma City, Oklahoma 73102
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2002
This Proxy Statement is being furnished to the stockholders of BancFirst
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of such corporation for use at its Annual Meeting of
Stockholders to be held May 23, 2002, and any and all adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting dated April
26, 2002. This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders of the Company on or about April 26, 2002. THE
SOLICITATION OF THE ACCOMPANYING PROXY IS MADE BY AND ON BEHALF OF THE BOARD OF
DIRECTORS.
The cost of soliciting proxies will be borne by the Company, including
expenses in connection with the preparation, printing and mailing of this Proxy
Statement and all proxy soliciting material which now accompany or may hereafter
supplement it. The solicitation will be made by mail; however, proxies also may
be solicited by personal interview, telephone and telegram by directors,
officers or employees of the Company. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with the
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses in connection therewith.
The date of this Proxy Statement is April 26, 2002.
VOTING AND REVOCABILITY OF PROXIES
The close of business on April 15, 2002 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
meeting or any adjournment thereof. On the record date, there were outstanding
and entitled to vote 8,157,741 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Each share of Common Stock is entitled to
one vote. There is no cumulative voting with respect to the election of
directors.
Under the provisions of the Oklahoma General Corporation Act and the
Company's Bylaws, a majority of the shares of outstanding Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Annual Meeting. Except as may be specifically required by the Oklahoma General
Corporation Act, the Company's Certificate of Incorporation or its Bylaws, and
other than the election of directors, the affirmative vote of the majority of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter (a "Majority Vote")
shall be the act of the stockholders. For purposes of determining whether a
proposal has received a Majority Vote, abstentions will be included in the vote
total, with the result that an abstention will have the same effect as a
negative vote. For purposes of determining whether a proposal has received a
Majority Vote, in instances where brokers are prohibited from exercising
discretionary authority for beneficial holders of Common Stock who have not
returned a proxy (so-called "broker non-votes"), those shares will not be
included in the vote totals and, therefore, will have no effect on the outcome
of the vote.
Common shares represented by properly executed proxies, unless previously
revoked, will be voted at the Annual Meeting of Stockholders in accordance with
the instructions thereon. If no direction is indicated, such shares will be
voted for approval of the matters submitted, and, in connection with any other
business that properly may come before such special meeting, such shares shall
be voted according to the discretion of the persons named as proxies.
Any holder of the Common Stock of the Company who executes a proxy has the
continuing right to revoke the proxy at any time before it has been voted. Such
right may be exercised (i) by delivering written notice of revocation, bearing a
later date than the proxy card, to the corporate secretary of the Company; (ii)
by delivering to such corporate secretary a duly executed proxy bearing a later
date; or (iii) by attending the Annual Meeting and voting in person. Any holder
of the Common Stock of the Company may appear and vote at the Annual Meeting,
irrespective of whether he has previously given a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
Unless otherwise indicated, the following table sets forth information as
of April 15, 2002 with respect to any person who is known by the Company to be
the beneficial owner of more than 5% of the Company's Common Stock, which is the
Company's only class of voting securities.
Amount of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
---------------- --------- --------
David E. Rainbolt
P.O. Box 26788
Oklahoma City, OK 73126 3,160,630/(1)/ 38.74%
BancFirst Corporation Employee Stock
Ownership and Thrift Plan (the "ESOP")
P.O. Box 26883
Oklahoma City, OK 73126-0883 552,019/(2)/ 6.77%
Investors Trust Company
P.O. Box 400
Duncan, OK 73534 666,921/(3)/ 8.18%
______________________________
(1) Shares shown as beneficially owned by David E. Rainbolt include 3,117,820
shares held by R. Banking Limited Partnership, a family partnership of
which Mr. Rainbolt is the general partner, and 11,513 shares held by the
ESOP and allocated to the account of Mr. Rainbolt.
(2) All of the shares owned by the ESOP are allocated to the accounts of
participants, who direct the ESOP trustee as to the voting of such shares.
(3) Investors Trust Company, an Oklahoma-chartered trust company, acts as
trustee or co-trustee of various trusts which, in the aggregate, own
666,921 shares. T. H. McCasland, Jr. and John C. Hugon, directors of the
Company, are stockholders of Investors Trust Company and serve on its
Board of Directors. Any voting or disposition of the Company's Common
Stock by Investors Trust Company is determined by its board of directors.
No attribution of beneficial ownership of shares included as beneficially
owned by Investors Trust Company has been made separately to its board
members or owners, all of whom disclaim beneficial ownership of shares in
such capacities.
Because of his position with the Company and his equity ownership therein,
David E. Rainbolt may be deemed to be a "parent" of the Company for purposes of
the Securities Act of 1933 (the "Act").
2
Management
As of April 15, 2002, the directors and executive officers of the Company
as a group (31 persons, including David E. Rainbolt and certain executive
officers of the Company's wholly-owned subsidiary, BancFirst ("BancFirst" or the
"Bank")), beneficially owned 4,199,577 shares of the Company's Common Stock
(approximately 51.48%), excluding 96,250 shares represented by presently
exercisable options. It is the intent of the directors and executive officers to
vote these shares for the nominees to the Board of Directors, as set forth
elsewhere in this Proxy Statement.
The following table sets forth the number of shares of Common Stock owned
by (i) each director of the Company, (ii) each nominee for director, (iii) the
executive officers listed in the Summary Compensation Table (each of whom is
also a director) and (iv) all directors and executive officers of the Company as
a group, together with the percentage of outstanding Common Stock owned by each.
Percent
Amount of of
Beneficial Ownership Class
-------------------- -----
Marion C. Bauman ............................ 2,500/(1)/ 0.03%
Dennis L. Brand ............................. 10,447/(2)/ 0.13%
C. L. Craig, Jr. ............................ 226,527/(3)/ 2.78%
William H. Crawford ......................... 200,000/(4)/ 2.45%
James R. Daniel ............................. 8,216/(5)/ 0.10%
K. Gordon Greer ............................. 22,300/(6)/ 0.27%
Robert A. Gregory ........................... 15,331/(7)/ 0.19%
John C. Hugon ............................... 48,817/(8)/ 0.60%
J. R. Hutchens, Jr. ......................... 62,500/(9)/ 0.77%
William O. Johnstone ........................ 4,500/(10)/ 0.06%
J. Ralph McCalmont .......................... 122,982/(11)/ 1.51%
T. H. McCasland, Jr. ........................ 155,038 1.90%
Melvin Moran ................................ 91,724/(12)/ 1.12%
Ronald J. Norick ............................ -- --
Paul B. Odom, Jr. ........................... 2,500/(13)/ 0.03%
David E. Ragland ............................ 5,444/(14)/ 0.07%
David E. Rainbolt ........................... 3,160,630/(15)/ 38.74%
H. E. Rainbolt .............................. 28,170/(16)/ 0.35%
Joe T. Shockley, Jr. ........................ 19,355/(17)/ 0.24%
All directors and executive officers as a group
(31 persons) 4,295,827 52.05%
____________________
(1) Shares are subject to options exercisable within 60 days after
April 15, 2002.
(2) Includes 2,447 shares held by the ESOP and 7,500 shares
subject to options exercisable within 60 days after April
15, 2002.
3
(3) Includes 234,324 shares deemed to be beneficially owned by Mr.
Craig as a co-trustee of The Cleo L. Craig Trust (26,485
Shares) and The Cleo L. Craig Grandchildren's Trust (195,859
Shares), and 2,500 shares subject to options exercisable
within 60 days after April 15, 2002.
(4) Shares are deemed to be beneficially owned by Mr. Crawford as
managing partner of Crawford Family Investments Limited
Partnership.
(5) Includes 416 shares held by the ESOP and 7,500 shares subject
to options exercisable within 60 days after April 15, 2002.
(6) Includes 880 shares held by the ESOP and 20,000 shares subject
to options exercisable within 60 days after April 15, 2002.
(7) Includes 5,190 shares held by the ESOP and 10,000 shares
subject to options exercisable within 60 days after April 15,
2002.
(8) Includes 37,846 shares held by a trust of which Mr. Hugon's
wife is the beneficiary and 2,500 shares subject to options
exercisable within 60 days after April 15, 2002.
(9) Shares are held jointly with Mr. Hutchens' wife.
(10) Includes 2,000 shares owned by a company that Mr. Johnstone
controls and 2,500 shares subject to options exercisable
within 60 days after April 15, 2002.
(11) Includes 18,464 shares held by the ESOP and 2,500 shares
subject to options exercisable within 60 days after April 15,
2002.
(12) Includes 45,000 shares held directly by Mr. Moran's wife and
2,500 shares subject to options exercisable within 60 days
after April 15, 2002.
(13) Shares are subject to options exercisable within 60 days after
April 15, 2002.
(14) Includes 593 shares held as custodian for Alyssa Nicol
Ragland, 593 shares held as custodian for Jeremy David Ragland
under the Oklahoma Uniform Gifts to Minors Act, and 1,250
shares subject to options exercisable within 60 days after
April 15, 2002.
(15) Includes 3,117,820 shares held by R. Banking Limited
Partnership, a family partnership of which Mr. Rainbolt is the
general partner, and 11,513 shares held by the ESOP.
(16) Shares are held by the ESOP.
(17) Includes 1,155 shares held by the ESOP and 15,000 shares
subject to options exercisable within 60 days after April 15,
2002.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
Pursuant to provisions of the Company's Certificate of Incorporation and
Bylaws, the number of directors shall not be less than three nor more than 25;
currently, the Board of Directors consists of 19 directors. The Company's
Certificate of Incorporation and Bylaws provide for three classes of directors
serving staggered three-year terms, with each class to be as nearly equal in
number as possible. The Board of Directors has nominated Dennis L. Brand, C. L.
Craig, Jr., John C. Hugon, J. Ralph McCalmont, Ronald J. Norick, David E.
Ragland, and Joe T. Shockley, Jr. for election as Class I directors, with terms
expiring at the Annual Meeting of Stockholders to be held in 2005, or until
their successors are elected and qualified. Messrs. Craig, Hugon, McCalmont and
Shockley are incumbents whose current terms commenced upon their election by the
stockholders of the Company on June 24, 1999. Messrs. Brand and Ragland are
incumbents whose current terms commenced upon their election by the stockholders
of the Company on May 24, 2001. Mr. Norick was elected to the Board of Directors
on March 28, 2002. Proxies cannot be voted for a greater number of persons than
the number of nominees named. Other directors who are remaining on the Board
will continue in office in accordance with their previous elections until the
expiration of their terms at the 2003 or 2004 annual meeting, as the case may
be.
The Board of Directors recommends a vote "FOR" the nominees for election
to the Board of Directors for the terms so specified.
Subject to a quorum, the affirmative vote of a plurality of the shares
present in person or represented by proxy at the Annual Meeting and entitled to
vote is required for the election of directors. Abstentions and broker non-votes
have no effect on determination of plurality except to the extent that they
affect the total votes received by any particular candidate.
4
It is the intention of the persons named in the enclosed form of proxy to
vote such proxy for the election of the nominees. The Board of Directors expects
that the nominees will be available for election but, in the event that any
nominees are not so available, proxies received will be voted for substitute
nominees to be designated by the Board of Directors or, in the event no such
designation is made by the Board, proxies will be voted for a lesser number of
nominees.
The information below and the section entitled "Security Ownership of
Certain Beneficial Owners and Management" provide certain information about each
nominee based on data submitted by such persons, including the principal
occupation of such person for at least the last five years and any public
company directorships held by such person:
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
Nominees for Class I Directors to Serve for a Three-Year Term Expiring in 2005
Dennis L. Brand, 54 Mr. Brand has been Executive Vice President, Community Banking, and a 2000
Member of the Executive Committee since 1999. Prior to that time, he
was Regional Executive and President of BancFirst Shawnee beginning in
1992.
C. L. Craig, Jr., 57 Mr. Craig served as Chairman of the Board of Directors of Lawton 1998
Security Bancshares, Inc. from 1983 until May 1998, when Lawton
Security Bancshares, Inc. was merged with and into the Company.
John C. Hugon, 47 Since 1991, Mr. Hugon has served as President and director of Parkview 1998
Management Co., L.L.C., a privately-owned real estate management and
investment company and, since 1985, he has served as a director of
Investors Trust Company, an Oklahoma-chartered trust company. From 1986
to 1998, he was a director of AmQuest Financial Corp., and served as
President of AmQuest from 1986 to 1991.
J. Ralph McCalmont, 66 Mr. McCalmont was a Vice Chairman of the Company from 1984 to 2000. He 1984
was Chairman of The First National Bank, Guthrie, Oklahoma from
February 1974 to April 1989.
Ronald J. Norick, 60 Mr. Norick is the Controlling Manager of Norick Investment Company, 2002
LLC, a family financial management company. He was the Mayor of
Oklahoma City from April 1987 to April 1998. He was also President of
Norick Brothers, Inc. from 1981 to 1992. Mr. Norick has formerly served
as a director of two Oklahoma City banks, including City Bank, which
was acquired by the Company in March 1996.
David E. Ragland, 59 Mr. Ragland has been President and Chief Executive Officer of Duncan 2000
Equipment Company, an industrial supply and equipment company, since
1967, and has been a director of that company since 1981. He was also a
director of AmQuest Financial Corp. from 1985 to 1998.
Joe T. Shockley, Jr., 50 Mr. Shockley has been Executive Vice President and Chief Financial 1996
Officer of the Company since March 1996. From 1991 until 1996, Mr.
Shockley served as Chief Financial Officer and President, Tulsa Region,
of Boatmen's First National Bank of Oklahoma.
5
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
Continuing Class II Directors-Terms Expiring in 2003
James R. Daniel, 62 Mr. Daniel has been a Vice Chairman of the Company since November 1997. 1998
From 1994 to 1997, he was President, Chief Executive Officer and
Chairman of the Board of Directors of Bank One Oklahoma Corporation. He
also served in various executive offices at Friendly Bank, Oklahoma
City, Oklahoma from 1964 to 1972, and as its President and Chief
Executive Officer from 1972 to 1994. Mr. Daniel is Chairman of Integris
Health, Inc., a not-for-profit corporation that owns and operates
numerous hospitals and other healthcare facilities in Oklahoma.
Robert A. Gregory, 66 Mr. Gregory has been a Vice Chairman of the Company, and Chief Credit 1995
Officer of the Bank, since July 1995. He was a Regional Executive of
the Bank and also President of BancFirst Oklahoma City from 1989 to
June 1995. He was Executive Vice President of Liberty National Bank &
Trust Company of Oklahoma City from 1979 to March 1989.
J. R. Hutchens, Jr., 74 Since 1995, Mr. Hutchens has owned and operated Watts Oil Co., a 1984
wholesale oil distributor. From 1948 to 1995, Mr. Hutchens was
President of Hutchens Oil Company, a privately-owned oil and gas
company.
T. H. McCasland, Jr., 68 Since 1982, Mr. McCasland has served in various executive offices of 1998
Mack Energy Co., a privately-held oil and gas exploration company; he
currently serves such company as Chief Executive Officer. Until October
1998, Mr. McCasland was a director of AmQuest Financial Corp. Mr.
McCasland presently serves as President and Chairman of the Board of
Investors Trust Company, an Oklahoma-chartered trust company.
Paul B. Odom, Jr., 73 Since 1950, Mr. Odom has been involved in commercial and residential 1998
land development and property management through P. B. Odom
Enterprises, Inc. He has served on the Board of Directors of Stockyards
Bank, Friendly Bank and Central Bank, all located in Oklahoma City,
Oklahoma, as well as Bank One of Oklahoma City and its holding company,
Bank One Oklahoma Corporation.
H. E. Rainbolt, 73 Mr. Rainbolt has been Chairman of the Board of Directors of the Company 1984
since July 1984 and was its President and Chief Executive Officer from
July 1984 to December 1991. Since January 1996, Mr. Rainbolt has served
as a director of Sonic Corp., a publicly-held franchiser of fast-food
restaurants. H. E. Rainbolt is the father of David E. Rainbolt. Since
1997, Mr. Rainbolt has also been a partner of Intersouth Partners IV, a
privately-owned venture capital fund.
6
Year First
Elected
Name (Age) Business Experience During Past 5 Years and Other Information Director
---------- ------------------------------------------------------------- --------
Continuing Class III Directors-Terms Expiring in 2004
Marion C. Bauman, 59 Mr. Bauman has been engaged in the practice of law since 1977 and since 1998
1998 has been a partner of Craig & Bauman, a law firm located in
Norman, Oklahoma which specializes in banking and tax matters. From
time to time Mr. Bauman and/or the law firms with which he has been
affiliated have performed legal services for the Company.
William H. Crawford, 64 Mr. Crawford was Chairman and Chief Executive Officer of First 2000
Southwest Corporation from 1970 to 2000. He has also been a director of
First of Grandfield Corporation since 1992. Mr. Crawford was Vice
Chairman of BankSouth Corporation From 1975 to 1998 and Vice Chairman
of FCB Financial Corporation from 1984 to 1997.
K. Gordon Greer, 65 Mr. Greer has been a Vice Chairman of the Company since May 1997, and a 1997
director and Vice Chairman of the Bank since December 1996. He was
Chairman and Chief Executive Officer of Bank IV, N.A. of Wichita,
Kansas from 1989 to 1996. He was Chairman of First National Bank of
Tulsa, Oklahoma from 1984 to 1989, and President of Liberty National
Bank & Trust Company of Oklahoma City from 1976 to 1984. Mr. Greer
currently is Chairman of the Executive Committee of the Board of
Directors.
William O. Johnstone, 54 Mr. Johnstone is the Chief Executive Officer of Council Oak Partners, 1996
LLC, the Company's merchant banking subsidiary. He has been a Vice
Chairman of the Company since May 1996 and has been a director and Vice
Chairman of the Bank since March 1996. From 1985 until March 1996, Mr.
Johnstone served as President and Chairman of the Board of Directors of
City Bankshares, Inc. and its subsidiary, City Bank, Oklahoma City,
Oklahoma. From 1996 to 2001, he served as Chairman and Chief Executive
Officer of C-Teq, Inc., a privately-held corporation that provided data
processing services to financial institutions.
Melvin Moran, 71 Mr. Moran has been involved in the oil and gas industry for over 40 1984
years and, since 1982, has been managing partner of Moran-K Oil. Since
1980 he has also been a managing partner of Moran Oil Enterprises. Both
Moran-K Oil and Moran Oil Enterprises are privately-held oil and gas
production companies.
David E. Rainbolt, 46 Mr. Rainbolt has been President and Chief Executive Officer of the 1984
Company since January 1992 and was Executive Vice President and Chief
Financial Officer of the Company from July 1984 to December 1991. Since
January 1997, Mr. Rainbolt has served as a director of ZymeTx Corp., a
publicly-held biotechnology company.
Executive Officers
The executive officers of the Company (including certain executive
officers of the Bank), other than those listed above as nominees for directors,
are listed in the table below. Each officer serves a term of office of one year
or until the election and qualification of his successor.
7
Officer
Name Age Since Position
---- --- ----- --------
E. Wayne Cardwell 61 1984 Regional Executive, BancFirst
Scott Copeland 37 1992 Executive Vice President and Chief Information Officer, BancFirst, and
Member of the Administrative Committee
Roy C. Ferguson 55 1992 Regional Executive, BancFirst, and Member of the Senior Credit Committee
Randy P. Foraker 46 1987 Senior Vice President and Controller, Treasurer and Assistant Secretary
D. B. Green 56 1995 Regional Executive, BancFirst
D. Jay Hannah 46 1994 Executive Vice President of Financial Services, BancFirst, and Member of
the Administrative Committee
Karen James 46 1984 Regional Executive, BancFirst
Dennis Murphy 48 1989 Executive Vice President, Internal Audit, and Member of the
Administrative Committee
Robert M. Neville 46 1986 Senior Vice President, Investments
Dale E. Petersen 51 1984 Executive Vice President of Asset Quality, BancFirst, and Member of the
Administrative Committee
J. Michael Rogers 58 1986 Senior Vice President, Human Resources
Board of Directors and Committees
The Board of Directors met 12 times during 2001. No director attended
fewer than 75% of all meetings of the Board of Directors and committees on which
they served.
The Board of Directors has standing an Audit Committee, an Executive
Committee and a Compensation Committee. The Bank's Board of Directors has
standing an Administrative Committee, which also reports to the Board of
Directors of the Company.
The Audit Committee of the Company also serves as the Audit Committee of
the Bank. The Audit Committee is responsible for conducting an annual
examination of the Company and for ensuring that adequate internal controls and
procedures are maintained. An independent auditor is engaged to conduct the
annual examination and the Audit Committee meets with the independent auditor to
discuss the scope and results of the examination. Additionally, the Internal
Auditor of the Bank reports to the Audit Committee. During 2001, the Audit
Committee was composed of Marion C. Bauman (Chairman), C. L. Craig, Jr., John C.
Hugon and Paul B. Odom, Jr., and met five times.
The Executive Committee has the authority to exercise all the powers of
the Board of Directors during the intervals between full Board meetings, except
the power to amend the Bylaws. Members of the Executive Committee in 2001 were
Dennis L. Brand, James R. Daniel, K. Gordon Greer (Chairman), Robert A. Gregory,
David E. Rainbolt and H. E. Rainbolt. The Executive Committee met 12 times
during 2001.
The Administrative Committee, which is a management committee of the Bank
comprised of certain of its executive officers (four of whom are also directors
of the Company), advises and assists the Board of Directors in all matters
concerning the management of the Company's business. During 2001, the members of
the Administrative Committee were Dennis L. Brand, Scott Copeland, James R.
Daniel, D. Jay Hannah, Dennis Murphy, Dale E. Peterson, David E. Rainbolt
(Chairman) and Joe T. Shockley, Jr. The Administrative Committee met 11 times
during 2001.
The Compensation Committee of the Company was established to review the
propriety of executive officer compensation with respect to executive officers
that are also members of the Executive Committee. During 2001, the Compensation
Committee was composed of J. R. Hutchens, Jr., William O. Johnstone, Melvin
Moran and H. E.
8
Rainbolt (Chairman). The Compensation Committee met once during 2001 to review
the compensation of the members of the Executive Committee, although it operated
on an informal basis throughout the year through discussions and actions at
regular Board meetings and through conversations with management and the other
directors.
The Board of Directors as a whole administers the BancFirst Corporation
Stock Option Plan (the "Stock Option Plan").
A report from the Compensation Committee and the Board of Directors is
presented under "Compensation of Directors and Executive Officers-Report of the
Compensation Committee and the Chief Executive Officer and the Chairman on
Executive Compensation."
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors and certain officers of the Company to file
reports with the Commission reflecting transactions by such persons in the
Company's Common Stock. During and with respect to 2001, to the knowledge of the
Company or based on information provided by such persons to the Company, all
officers, directors and beneficial owners of more than 10% of the Common Stock
of the Company subject to such filing requirements fully complied with such
requirements.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information with respect to annual
and other compensation paid or awarded to the Company's Chief Executive Officer
and its four most highly compensated executive officers (including certain
executive officers of the Bank) other than the Chief Executive Officer (each, a
"Named Executive Officer" and collectively, the "Named Executive Officers"), for
or with respect to the fiscal years ended December 31, 2001, 2000 and 1999.
Long-Term
Annual Compensation Compensation
------------------- -------------
Securities
Fiscal Underlying All Other/(1)/
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- ------ ----- ------- ------------
David E. Rainbolt 2001 $205,000 $15,375 -- $11,900
President and Chief Executive 2000 190,000 38,000 -- 12,750
Officer 1999 180,000 36,000 -- 12,000
Dennis L. Brand 2001 190,000 32,375 -- 11,900
Executive Vice President, 2000 175,000 32,000 -- 12,750
Community Banking 1999 150,000 30,000 10,000 12,000
James R. Daniel 2001 223,000 11,150 -- 6,800
Vice Chairman, 2000 220,000 44,000 -- 7,650
Metropolitan Banking 1999 205,000 30,750 -- 7,200
Robert A. Gregory 2001 200,000 40,000 -- 11,900
Vice Chairman and 2000 191,000 38,200 -- 12,750
Chief Credit Officer 1999 185,000 37,000 -- 12,000
William O. Johnstone 2001 200,000 -- -- 7,000
Vice Chairman 2000 -- -- -- --
1999 -- -- 5,000 --
_____________________
(1) Consists of contributions by the Company to the ESOP for the benefit of
the Named Executive Officer.
9
Option Grants
No stock options were granted during the year ended December 31, 2001 to
the Named Executive Officers.
Fiscal Year End Option Values
The following table sets forth certain information regarding outstanding
options granted under the Stock Option Plan and held by the Named Executive
Officers on December 31, 2001. For the purposes of this table, the "value" of an
option is the difference between the market value at December 31, 2001 of the
shares of Common Stock subject to the option and the aggregate exercise price of
such option.
During 2001, no outstanding options were repriced by the Company.
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 2001 December 31, 2001 (2)
----------------------------- ------------------------------
Option Value
Name Exercises Received/(1)/ Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ------------ -------------- ------------ --------------
David E. Rainbolt ......... -- $ -- -- -- $ -- $ --
Dennis L. Brand ........... 3,750 120,000 7,500 15,000 126,500 79,250
James R. Daniel ........... -- -- 7,500 22,500 13,688 41,063
Robert A. Gregory ......... 5,000 167,500 10,000 -- 147,000 --
William O. Johnstone ...... -- -- 2,500 2,500 -- --
__________________________
(1) Value received is the difference between the fair market value at the
repurchase date and the aggregate exercise price of the repurchased
option.
(2) Based on the December 31, 2001 closing price of the Company's Common Stock
of $34.70.
Compensation of Directors
Each member of the Board of Directors receives a fee of $500 per quarter.
Compensation Committee Interlocks and Insider Participation
During 2001, the Compensation Committee shared responsibility with the
Board of Directors for the development and implementation of the Company's
executive compensation policies. The Board of Directors delegated to the Chief
Executive Officer and the Chairman of the Board the responsibility for
determining the compensation of all executive officers other than the members of
the Executive Committee, the compensation for whom is determined by the
Compensation Committee. During 2001, the Executive Committee was composed of
Dennis L. Brand, James R. Daniel, K. Gordon Greer (Chairman), Robert A. Gregory,
David E. Rainbolt and H. E. Rainbolt, all of whom are directors and executive
officers of the Company. During such period, the Compensation Committee was
composed of J. R. Hutchens, Jr. and Melvin Moran, neither of whom are officers
or employees of the Company or its subsidiaries; H. E. Rainbolt, Chairman of the
Board of Directors of the Company; and William O. Johnstone, Vice Chairman.
The Company purchases supplies and services from certain companies owned
by Pickard Limited Partnership, a family partnership of which David E. Rainbolt
is the general partner and H. E. Rainbolt is a limited partner. During 2001, the
Company's purchases of supplies, furniture and equipment from such entities
totaled approximately $148,000.
10
Report of the Compensation Committee and the Chief Executive Officer and the
Chairman on Executive Compensation
The report of the Compensation Committee and the Chief Executive Officer
and the Chairman of the Board of Directors appearing below and the information
herein under "Company Performance" shall not be deemed "soliciting material" or
to be "filed" with the Commission or subject to the Commission's proxy rules,
except for the required disclosure herein, or to the liabilities of Section 18
of the Exchange Act, and such information shall not be deemed to be incorporated
by reference into any filing made by the Company under the Act or the Exchange
Act.
To our Stockholders:
The Compensation Committee has primary responsibility for determining the
compensation of those executive officers who are members of the Executive
Committee, which includes the Chief Executive Officer and the Chairman of the
Board. The Chief Executive Officer and the Chairman do not participate in
discussions about their compensation or in the determination by the Compensation
Committee of such compensation. During 2001 the Compensation Committee of the
Board of Directors was comprised of J. R. Hutchens, Jr., Melvin Moran, William
O. Johnstone and H. E. Rainbolt (Chairman). Messrs. Hutchens and Moran are
nonemployee directors of the Company. The compensation of all other executive
officers is determined by the Chief Executive Officer and the Chairman of the
Board, pursuant to authority delegated to them by the Board of Directors, and in
consultation with the budget committee for the relevant operational area,
together with appropriate supervisory personnel.
General Executive Compensation Policies
---------------------------------------
The executive compensation policy of the Company is to provide a
compensation program that will attract, motivate and retain the high-caliber
executives necessary to achieve the Company's business strategies, while at the
same time ensuring that an appropriate relationship exists between executive
compensation and the creation of stockholder values. Each of the Compensation
Committee and the Chief Executive Officer and the Chairman applies this
philosophy in determining the compensation of the respective executive officers
over whom such committee or officers have responsibility with respect to salary,
bonuses and stock options.
Each compensation element supports the Company's mission, values and
culture. The compensation principles that link the individual elements into an
integrated compensation strategy are as follows: (i) competitive compensation
within industry and peer companies; (ii) individual compensation correlated with
personal performance and stockholder value creation; and (iii) a compensation
structure that directly aligns the executives with the interests and concerns of
stockholders. Additionally, each executive officer's level of responsibility is
considered in setting executive compensation, meaning that the Company generally
pays greater compensation to persons having higher levels of responsibility.
The Company's executive officers are paid base salaries that the
Compensation Committee and the Chief Executive Officer and the Chairman have
determined to be fair for their assigned responsibilities in comparison with
similar positions in other public companies in the banking industry. The
Compensation Committee and the Chief Executive Officer and the Chairman
periodically use surveys to assist them in establishing the base salaries of the
executives over which such committee or officers have responsibility for setting
compensation. The Compensation Committee and the Chief Executive Officer and the
Chairman make these comparisons in an effort to determine whether the Company's
executive compensation is reasonable and remains competitive enough to allow the
Company to retain skilled executives. The Compensation Committee and the Chief
Executive Officer and the Chairman of the Board believe that the compensation
paid to the Company's executive officers is in the median range of compensation
of executive officers of companies to which these comparisons are made. In
addition to making such comparisons and considering levels of responsibility,
the Compensation Committee and the Chief Executive Officer and the Chairman
consider individual performance and the Company's performance in terms of stock
price, earnings and cash flow. However, the determination of base salaries is
not strictly tied to performance criteria, and, in determining base salary
levels, the Compensation Committee and the Chief Executive Officer and the
Chairman believe that they afford approximately equal weight to each of the
factors described herein.
The Company's executive officers, including the Chief Executive Officer,
participate in an Incentive Bonus Program. Bonus amounts earned are based on the
attainment of budgeted earnings and asset quality goals, and can
11
be in amounts of up to 20% of the executive officer's base salary, depending
upon an objective review of the degree of attainment of such goals, as well as
both an objective and subjective review of the respective executive officer's
contribution thereto. Individual goals in each case are established by the
Compensation Committee or the Chief Executive Officer and the Chairman, as
appropriate.
The Company's executive officers also are eligible to participate in the
BancFirst Corporation Stock Option Plan. Stock options provide executives the
opportunity to acquire an equity interest in the Company and to share in the
appreciation of the stock's value, thereby aligning their interests with those
of the stockholders. The Plan currently is administered by the Board of
Directors. In determining option grants, the Board does not take into account
the amount and value of options currently held, and the Company does not have a
target ownership level of equity holdings by its executives. During 2001, stock
options for 70,500 shares were granted to employees of the Company, at varying
exercise prices equal to the fair market value of the Common Stock on the date
of grant. No stock options were granted to any of the Named Executive Officers
in 2001.
Compensation of the Chief Executive Officer
-------------------------------------------
In general, the Chief Executive Officer's compensation is determined by
the Compensation Committee in the same manner as that of the other senior
executives who are members of the Executive Committee, as described above. The
Compensation Committee believes that the compensation paid to David E. Rainbolt,
the Company's President and Chief Executive Officer, is in the median range of
compensation of the chief executive officers of companies to which the
comparisons are made. For 2001, the base salary of the Chief Executive Officer
was set at $205,000, an increase of $15,000 over his 2000 base salary. Mr.
Rainbolt also received a bonus of $15,375 in 2001. In making decisions regarding
CEO compensation, the Compensation Committee took into account results of
operations of the Company, conditions in the banking industry as a whole and Mr.
Rainbolt's contributions to the Company.
The Internal Revenue Code limits the deductibility of certain compensation
expenses in excess of $1 million. This was not applicable to the Company for the
fiscal year ended December 31, 2001. However, the Compensation Committee and the
Board of Directors intend to monitor executive compensation levels and adopt
policies, as necessary, to obtain maximum deductibility of executive
compensation while providing motivational and competitive performance-based
compensation. The Compensation Committee and the Board of Directors will
continue to monitor the tax regulations to determine if any executive
compensation program changes are necessary.
This report is respectfully submitted by the members of the Compensation
Committee, as well as by its Chief Executive Officer and the Chairman of the
Board:
Compensation Committee: Chairman of the Board of Directors:
J. R. Hutchens, Jr. H. E. Rainbolt
William O. Johnstone
Melvin Moran Chief Executive Officer:
H. E. Rainbolt (Chairman) David E. Rainbolt
Company Performance
Presented below is a line graph which compares the percentage change in
the cumulative total return on the Company's Common Stock to the cumulative
total return of the Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq
Bank Stock Index, both as compiled by the University of Chicago Center for
Research in Security Price ("CRSP"). The period presented is from January 1,
1997 through December 31, 2001. The graph assumes an investment on January 1,
1997 of $100 in the Company's Common Stock and in each index, and that any
dividends were reinvested. The values presented for each quarter during the
period represent the cumulative market values of the respective investments.
12
[GRAPH APPEARS HERE]
BANCFIRST CORPORATION
2001 COMPANY PERFORMANCE GRAPH DATA
NASDAQ NASDAQ
MONTH BFC BANKS MARKET
----- --- ----- ------
12/96 100 100 100
3/97 107.446789 107.5042895 94.57336464
6/97 123.1732455 125.0903921 111.9008501
9/97 121.4333463 147.5245577 130.8143949
12/97 123.8351142 167.4304949 122.482178
3/98 146.5342986 176.9907947 143.3472713
6/98 171.5578588 173.5039552 147.2994921
9/98 134.7578891 146.4536044 132.9041478
12/98 132.5683362 166.3540408 172.7037045
3/99 129.0091492 159.6196444 193.6806775
6/99 126.8346483 171.3732617 211.820231
9/99 116.7796035 155.9616471 217.0926792
12/99 125.9688097 159.9132998 320.8737898
3/00 98.48587001 144.4386381 360.2288833
6/00 117.2587001 140.5161817 313.2229579
9/00 118.8161352 167.1626508 288.2267773
12/00 148.1388189 182.4043769 193.0009378
3/01 147.1491004 174.6986754 144.0700235
6/01 150.6030804 194.9192131 169.8035289
9/01 128.1187913 189.5756596 117.8060298
12/01 130.1745046 197.4819269 153.1461464
TRANSACTIONS WITH MANAGEMENT
BancFirst has made loans in the ordinary course of business to certain
directors and executive officers of the Company and to certain affiliates of
these directors and executive officers. None of these loans outstanding are
classified as nonaccrual, past due, restructured or potential problem loans. All
such loans were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectability
or present other unfavorable features.
Marion C. Bauman, a director of the Company, is a partner of Craig &
Bauman, a law firm located in Norman, Oklahoma that specializes in banking and
tax matters. From time to time Mr. Bauman and/or his firm has performed legal
services for the Company. During 2001, the dollar amount of any such services
provided by Mr. Bauman and/or his firm was not material to the Company.
David E. Rainbolt is the general partner, and H. E. Rainbolt is a limited
partner of Pickard Limited Partnership, a family partnership, certain
subsidiaries of which sell equipment and supplies, and provide services to the
Company. See "Compensation Committee Interlocks and Insider Participation" for a
description of those transactions.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
Arthur Andersen LLP ("Andersen") has been the company's independent
accountants since 1998 and at the recommendation of the Audit Committee of the
Board has been selected by the Board of Directors as the Company's independent
accountants for the fiscal year ending December 31, 2002. If the stockholders do
not ratify the selection of independent accountants, the Audit Committee and the
Board will reconsider the appointment. However, even if the stockholders ratify
the selection, the Board may still appoint new independent accountants at any
time during the year if it believes that a change would be in the best interests
of the Company and its stockholders.
13
Representatives of Andersen are expected to attend the Annual Meeting and
will have an opportunity to make a statement or to respond to appropriate
questions from stockholders.
The Audit Committee reviews audit and, if applicable, non-audit services
performed by Andersen, as well as the fees charged by Andersen for such
services. In its review of any non-audit service fees, the Audit Committee
considers, among other things, the possible effect of the performance of such
services on the auditor's independence. No non-audit services were performed by
Andersen during 2001, and Andersen has advised the Company that they are
independent accountants with respect to the Company, within the meaning of
standards established by the American Institute of Certified Public Accountants,
the Independence Standards Board and federal securities laws administered by the
Securities and Exchange Commission.
Additional information concerning the Audit Committee and its activities
with Andersen can be found in the following sections of this proxy statement:
"Board of Directors and Committees" and "Report of the Audit Committee."
Fees Paid to Andersen
The following table shows the fees paid or accrued by the Company for the
audit and other services provided by Andersen for fiscal year 2001.
Audit Fees $ 87,000
Financial Information Systems Design and Implementation Fees --
All Other Fees --
--------
Total $ 87,000
========
The Board of Directors recommends a vote "FOR" the ratification of the
selection of Andersen as independent accountants for the ensuing year.
REPORT OF THE AUDIT COMMITTEE
The following report concerns the Audit Committee's activities regarding
oversight of the Company's financial reporting and auditing process.
The Audit Committee is comprised solely of independent directors, as
defined in the Marketplace Rules of The Nasdaq Stock Market. The Board of
Directors has adopted, and annually reviews, an audit committee charter. The
composition of the Audit Committee, the attributes of its members and the
responsibilities of the Committee, as reflected in its charter, are intended to
be in accordance with applicable requirements for corporate audit committees.
As described more fully in its charter, the purpose of the Audit Committee
is to assist the Board of Directors in its general oversight of the Company's
financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting standards,
applicable laws and regulations. The Company's independent accountants are
responsible for expressing an opinion on the conformity of the Company's audited
financial statements to generally accepted accounting principles.
The Audit Committee members are not professional accountants or auditors,
and their functions are not intended to duplicate or to certify the activities
of management and the independent accountants, nor can the Audit Committee
certify that the independent accountants are "independent" under applicable
rules. The Audit Committee serves a board-level oversight role, in which it
provides advice, counsel and direction to management and the independent
accountants on the basis of the information it receives, discussions with
management and the auditors and the experience of the Committee's members in
business, financial and accounting matters.
Among other matters, the Audit Committee monitors the activities and
performance of the Company's internal and external auditors, including the audit
scope, external audit fees, auditor independence matters and the extent to which
the independent accountants may be retained to perform non-audit services. The
Audit Committee and the
14
Board have ultimate authority and responsibility to select, evaluate and, when
appropriate, replace the Company's independent accountants. The Audit Committee
also reviews the results of the internal and external audit work with regard to
the adequacy and appropriateness of the Company's financial, accounting and
internal controls. Management's and independent accountants' presentations to
and discussions with the Audit Committee also cover various topics and events
that may have significant financial impact or are the subject of discussions
between management and the independent auditor. In addition, the Audit Committee
generally oversees the Company's internal compliance programs.
The Audit Committee has reviewed and discussed the consolidated financial
statements with management and the independent accountants. Management
represented to the Committee that the Company's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the independent accountants represented that its presentations
to the Audit Committee included the matters required to be discussed with the
independent accountants by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended by Statement on Auditing
Standards No. 90, "Audit Committee Communications."
The Company's independent accountants also provided the Audit Committee
with the written disclosures required by Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees," and the Audit Committee
discussed with the independent accountants that firm's independence.
Following the Audit Committee's discussions with management and the
independent accountants, the Audit Committee recommended that the Board of
Directors include the audited consolidated financial statements in the Company's
annual report on Form 10-K for the year ended December 31, 2001.
Audit Committee:
Marion C. Bauman (Chairman) John C. Hugon
C. L. Craig, Jr. Paul B. Odom, Jr.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December
31, 2001 accompanies this Proxy Statement. No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is not
deemed to be a part of the proxy soliciting material.
The Company's annual report on Form 10-K for the year ended December 31,
2001 (other than the exhibits thereto) is available upon written request without
charge. Such requests should be directed to: Randy Foraker, Senior Vice
President and Controller, BancFirst Corporation, 101 North Broadway, Oklahoma
City, Oklahoma 73102.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders will be considered by the Board of Directors if the
written proposal, complying with the requirements established by the Commission,
is received at the Company's principal executive offices at 101 North Broadway,
Oklahoma City, Oklahoma 73102, no later than December 22, 2002.
OTHER MATTERS
The management of the Company does not know of any other matters that are
to be presented for action at the meeting. Should any other matter come before
the meeting, however, it is the intent of the persons named in the proxy to vote
all proxies with respect to such matter in accordance with the recommendations
of the Board of Directors.
15
BANCFIRST CORPORATION
PROXY/VOTING INSTRUCTION CARD
Oklahoma City, Oklahoma
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on May 23, 2002.
The undersigned hereby appoints David E. Rainbolt and Randy P. Foraker as
Proxies, each with the power to appoint his substitute and each with full power
to act without the other, and hereby authorizes them to represent and vote all
shares of Common Stock of the undersigned of BancFirst Corporation ("Company"),
an Oklahoma corporation, which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the BancFirst
Corporation headquarters, Second Floor, 101 N. Broadway (the corner of Main
Street and Broadway), Oklahoma City, Oklahoma 73102, on Thursday, May 23, 2002,
at 9:00 a.m., and at any and all adjournments thereof as follows:
1. ELECTION OF DIRECTORS
[_] FOR all nominees [_] WITHHOLD AUTHORITY to
listed below vote for
(except as marked to the all nominees listed below.
contrary below).
Class I: Dennis L. Brand, C. L. Craig, Jr., John C. Hugon, J. Ralph
McCalmont, Ronald J. Norick, David E. Ragland, Joe T. Shockley, Jr.
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
--------------------------------------------------------------------------------
Your vote is important! Please sign and date on the reverse and return promptly
in the enclosed postage paid envelope.
Change of Address and/or Comments: __________________________________________
(If you have written in the above space, please mark the "Comments" box on the
reverse of this card.)
(Continued and to be signed and dated on reverse side)
P R O X Y
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2, AND WILL BE VOTED IN THE DISCRETION OF THE
PROXY HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
2. RATIFICATION OF ACCOUNTANTS
[_] FOR ratification of Andersen [_] AGAINST ratification of [_] ABSTAIN
as independent accountants Anderson as independent accountants.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy also provides voting instructions for shares of Common Stock held in
the BancFirst Corporation Employee Stock Ownership and Thrift Plan.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders to be held on May 23, 2002, and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of the
Company heretofore given by the undersigned.
[_] Change of Address and Comments on Reverse Side
----------------------------------
----------------------------------
SIGNATURE(S) DATE
Please date, sign exactly as name appears herein, and promptly
return in the enclosed envelope. When signing as guardian,
executor, administrator, attorney, trustee, custodian, or in any
other similar capacity, please give full title. If a corporation, sign
in full corporate name by president or other authorized officer,
giving title, and affix corporate seal. If a partnership, sign in
partnership name by authorized person. In the case of joint
ownership, each joint owner must sign.
P R O X Y