-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OiVHKQBHPVV9a1J2p6xGbzhSJ8oy/u+NM7yW1TEizG59qVhyxmzJ3z7LWyS2wQHg 4uR1diR7TrMAhHI69SK94w== 0000859070-98-000002.txt : 19980319 0000859070-98-000002.hdr.sgml : 19980319 ACCESSION NUMBER: 0000859070-98-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980414 FILED AS OF DATE: 19980318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCSHARES INC /NV/ CENTRAL INDEX KEY: 0000859070 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 550694814 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-19297 FILM NUMBER: 98568103 BUSINESS ADDRESS: STREET 1: 1001 MERCER STREET STREET 2: P O BOX 5909 CITY: PRINCETON STATE: WV ZIP: 24740 BUSINESS PHONE: 3044879000 MAIL ADDRESS: STREET 1: 1001 MERCER STREET STREET 2: P O BOX 5909 CITY: PRINCETON STATE: WV ZIP: 24740 FORMER COMPANY: FORMER CONFORMED NAME: FCFT INC DATE OF NAME CHANGE: 19930328 DEF 14A 1 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 240.14a- 1 1 (c) or 240.14a- 12 First Community Bancshares, Inc.. (Name of Registrant as Specified In Its Charter) N.A. (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules l4a- 6(l)(4) and 0-ll. 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- I I (Set forth the amount on which the filing fee is calculated and state how it was determined: 1 First Community Bancshares, Inc. 1001 Mercer Street Princeton, West Virginia 24740 Notice Of 1998 Annual Meeting of Stockholders To the Stockholders of First Community Bancshares, Inc.: The ANNUAL MEETING of Stockholders of First Community Bancshares, Inc. will be held at Princeton Elks Lodge, Old Bluefield-Princeton Road, Princeton, West Virginia, at 3:00 p.m., local time on April 14, 1998, for the purpose of considering and voting upon the following items as more fully discussed herein. 1. Election of four directors to serve as members of the Board of Directors, Class of 2001. 2. Ratification of the selection of Deloitte & Touche, Pittsburgh, Pennsylvania, as independent auditors for the year ending December 31, 1998. 3. Transacting such other business as may properly come before the meeting, or any adjournment thereof. Only stockholders of record at the close of business on March 17, 1998 are entitled to notice of and to vote at such meeting or at any adjournment thereof. To ensure your shares are represented at the Annual Meeting, please complete, sign and return the enclosed proxy as promptly as possible whether or not you plan to attend the meeting. An addressed return envelope is enclosed for your convenience. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED. By Order of the Board of Directors John M. Mendez, Secretary 2 PROXY STATEMENT Annual meeting of Stockholders To Be Held on Tuesday, April 14, 1998 The Board of Directors of First Community Bancshares, Inc., (The "Corporation") solicits the enclosed proxy for use at the Annual Meeting of Stockholders of First Community Bancshares, Inc., which will be held on Tuesday, April 14,1998, at 3:00 p.m., (local time) at Princeton Elks Lodge, Old Bluefield-Princeton Road, Princeton, West Virginia, and at any adjournment thereof. The expenses of solicitation of the proxies for the meeting, including the cost of preparing, assembling and mailing the notice, proxy statement and return envelopes, the handling and tabulation of proxies received, and charges of brokerage houses and other institutions, nominees or fiduciaries for forwarding such documents to beneficial owners, will be paid by the Corporation. In addition to the mailing of the proxy material, solicitation may be made in person or by telephone or telegraph by officers, directors or regular employees of the Corporation. This Proxy Statement and the proxies solicited hereby are being first sent or delivered to stockholders of the Corporation on or about March 18, 1998. Voting Shares of Common Stock (par value $1 per share) represented by proxies in the accompanying form which are properly executed and returned to the Corporation will be voted at the Annual Meeting in accordance with the stockholder's instructions contained therein. In the absence of contrary instructions, shares represented by such proxies will be voted FOR the election of the nominees as described herein under "Election of Directors" and FOR ratification of the selection of Deloitte & Touche as independent public accountants for the year ended December 31, 1998. Any stockholder has the power to revoke his proxy at any time before it is voted. The Board of Directors has fixed March 17, 1998 as the record date for stockholders entitled to notice of and to vote at the Annual Meeting. Shares of Common Stock outstanding on the record date are entitled to be voted at the Annual Meeting, and the holders of record will have one vote for each share so held in the matters to be voted upon by the stockholders. There are no cumulative voting rights. Directors are elected by a plurality of votes present in person or by proxy and entitled to vote, assuming a quorum is present. All other matters coming before the meeting will be determined by majority vote of those present in person or by proxy and entitled to vote. Abstentions and broker non-votes thus have no direct effect on the election of directors but have the effect of negative votes on other matters to be considered. As of the close of business on March 17, 1998, the outstanding shares of the Corporation consisted of 5,650,205 shares of Common Stock. 3 Election of Directors The Corporation's Board of Directors is comprised of twelve directors, including ten non-employee directors, divided into three classes with staggered terms. All directors are elected for three-year terms. The nominees for the Board of Directors, to serve until the annual meeting of stockholders in 2001, are set forth below. All nominees are currently serving on the Corporation's Board of Directors. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them for the nominees listed below. All nominees named herein have consented to be named and to serve as directors if elected. Principal Occupation and Director of Class Employment Last Five Years, Corporation Of Name Age Principal Directorships Since Director Allen T Hamner 56 Professor of Chemistry, West 1993 2001 Virginia Wesleyan College; Director First Community Bank, Inc. & First Community Bank of Mercer County Inc. B. W Harvey 66 President, Highlands Real Estate 1989 2001 Management, Inc.; Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. John M. Mendez 43 Vice President & Chief Financial Officer 1994 2001 of the Corporation; Vice-President - Finance & Chief Administrative Officer & Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc.; Director & Secretary, First Community Bank of Southwest Virginia, Inc.; Director & Assistant Corporate Secretary, Blue Ridge Bank Harold Wood 79 Owner and Operator, Wood's General Store; 1989 2001 Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc.
4 Continuing Directors The following persons will continue to serve as members of the Board of Directors until the Annual Meeting of Stockholders in the year of the expiration of their designated term. The name, age, principal occupation and certain biographical information for each continuing director is presented below: Principal Occupation and Director of Class Employment Last Five Years,- Corporation Of Name Age Pnncipal Directorships Since Director Sam Clark 66 Agent, State Farm Insurance; 1993 1999 Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. James L. Harrison, Sr. 50 President & Chief Executive 1989 2000 Officer of the Corporation; President & Director of First Community Bank, Inc., First Community Bank of Mercer County, Inc. & First Community Bank of Southwest Virginia, Inc.; Executive Vice President & Director, Blue Ridge Bank. I. Norris Kantor 68 Partner, Katz, Kantor & Perkins, 1989 2000 Attorneys-at-Law; Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. A. A. Modena 69 Past Executive Vice President and 1989 2000 Secretary of the Corporation (Retired October 1, 1994); Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. Robert E. Perkinson, Jr. 49 Vice President - Operations, MAPCO 1994 1999 Coal, Inc.; Permac, Inc.; Race Fork Coal Company; South Atlantic Coal, Inc.; Director, Virginia Coal Association; Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. William P. Stafford 64 President, Princeton Machinery 1989 1999 Service, Inc.; Chairman of the Board of the Corporation; Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc.
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Continuing Directors William P. Stafford, II34 Attorney, Brewster, Morhous & Cameron; 1994 2000 Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc. W W Tinder, Jr. 72 Chairman & Chief Executive Officer, 1989 1999 Tinder Enterprises, Inc.; President, Tinco Leasing Corporation (Real Estate Holdings); Director, First Community Bank, Inc. & First Community Bank of Mercer County, Inc.
Compensation of Directors During 1997, non-employee members of the Board of Directors received a director's fee of $500 per month. Directors of the Corporation may also be reimbursed for travel or other expenses incurred in attendance at Board or committee meetings. Directors who are employees of the Corporation receive no additional compensation for service on the Board or its committees. Meeting Attendance The Board of Directors held I 1 meetings during 1997. All directors and those nominees who are currently directors attended at least 75% of all meetings of the Board and any committee of which they were a member. Board Committees The Board of Directors of the Corporation has an Audit Committee consisting of Messrs. Wood, Chairman; Stafford; and Tinder, all non-employee members of the Board. The Audit Committee of the Board of Directors, which held four meetings during 1997, reviews and acts on reports to the Board with respect to various auditing and accounting matters, the scope of the audit procedures and the results thereof, the internal accounting and control systems of the Corporation, the nature of service performed for the Corporation by and the fees to be paid to the independent auditors, the performance of the Corporation's independent and internal auditors and the accounting practices of the Corporation. The Audit Committee also recommends to the full Board of Directors the auditors to be appointed by the Board (subject to stockholder ratification). The Board does not maintain Nominating or Compensation Committees. Transactions With Directors and Officers Some of the directors and officers of the Corporation and members of their immediate families are at present, as in the past, customers of the Corporation's subsidiary banks, and have had and expect to have transactions with the banks. In addition, some of the directors and officers of the Corporation are, as in the past, also officers of or partners in entities which are customers of the banks and which have had and expect to have transactions with the banks. Such transactions were made in the ordinary course of business, 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 normal risk of collectibility or present other unfavorable features. 6 Principal Stockholders The following sets forth information with respect to those persons, who to the knowledge of management, beneficially owned more than 5% of the Corporation's outstanding stock as of March 17, 1998. All shares are subject to the named entity's sole voting and investment power. Title of Name and Address Shares Beneficially Percent Class of Beneficial Owner Owned of Class Common The H. P. and Anne S. Hunnicutt Foundation (1) 646,400 11.44% (1) William P. Stafford is deemed a beneficial owner of the same shares by virtue of his position as President of the Foundation.
Ownership of Common Stock by Directors and Executive Officers The following table sets forth the beneficial ownership of the Common Stock of the Corporation as of March 17, 1998, by each director and nominee, each executive officer named in the Summary Compensation Table, and all directors and executive officers as a group including each executive officer named in this Proxy Statement. Percent of Class Name of Group Number of sharesBeneficially Owned Robert L. Buzzo 4,792 * Sam Clark 31,645 * Allen I Hamner 2,078 * James L. Harrison, Sr. 38,024 * B. W Harvey 5,720 * I. Norris Kantor 12,613 * John M. Mendez 12,598 * A. A- Modena 21,332 * Robert E. Perkinson, Jr. (1) 11,351 * William P. Stafford (2) 114,016 2.02% William P. Stafford, 11 78,137 1.38% W W Tinder, Jr. 40,201 * Harold Wood 13,550 * All Directors and Executive Officers as a group (Fhirteen Persons) 386,057 6.83%
(1) Mr. Perkinson serves as Co-trustee of the Trust Under Agreement for Robert E. Perkinson, Sr., and by virtue of voting power is deemed to share beneficial ownership of an additional 139,040 shares or 2.46% of the Corporation's outstanding stock held by the Trust. (2) Mr. Stafford serves as President of The H. P. and Anne S. Hunnicutt Foundation, and by virtue of voting power is deemed beneficial owner of an additional 646,000 shares or 11.44% of the Corporation's outstanding stock held by the Foundation. *Less than one percent. 7 Report on Executive Compensation Executive Compensation Policy Executive officers of the Corporation are not compensated by the Corporation, but rather, by a wholly-owned subsidiary bank. Accordingly, compensation of the executive officers who qualify for disclosure is determined by the subsidiary bank's Executive Committee (executive management in the case of Mr. Mendez and Mr. Buzzo), consisting of Bank Directors Bailey, Harvey, Perkinson, William P. Stafford, and Tinder. Although a member of the Executive Committee, Mr. Harrison does not participate in any Committee discussions related to his employment provisions or compensation. Executive compensation (including compensation of the Chief Executive Officer), as determined by the Executive Committee ("Committee"), is not tied directly to Company performance through specific criteria. The compensation policy of the Committee is to provide competitive levels of compensation with appropriate recognition of responsibility of the respective officers. Management compensation is intended to be set at levels that the Committee believes to be consistent with other companies in the banking industry of similar size, operations, and performance. Dr. James P Bailey Robert E Perkinson, Jr. B W Harvey William P Stafford W W Tinder, Jr Executive Compensation for the Years Ended December 31, 1997, 1996 and 1995 The following summary compensation table sets forth the information concerning compensation for services in all capacities awarded to, earned by or paid to the Corporation's President and Chief Executive Officer and to other executive officers of the Corporation whose salary and bonus exceeded $ 100,000 during the years ended December 31, 1997, 1996 and 1995.
Summary Compensation Table Capacities in Which OtherAnnual Name of Individual Served Year Salary Bonus Compensation (2) James L. Harrison, Sr.President, Chief Executive1997 $193,687 - $56,274 Officer & Director of the 1996 193,821 - 43,235 Corporation; President & 1995 192,834 - 60,805 Director of First Community Bank of Mercer County, Inc., First Community Bank, Inc. & First Community Bank of Southwest Virginia, Inc.; Executive Vice President & Director, Blue Ridge Bank. John M. Mendez Vice President & Chief1997$ 144,60822,910$ 6,153 Financial Officer of the 1996 135,307 14,295 10,413 Corporation; Vice President-1995123,44122,457 11,870 Finance, Chief Administrative Officer & Director of First Community Bank, Inc.; and First Community Bank of Mercer County, Inc.; Director & Secretary, First Community Bank of Southwest Virginia, Inc.; Assistant Corporate Secretary & Director, Blue Ridge Bank
8 Robert L. Buzzo Vice President of the1997$ 80,402$26,396 $ 13,943 Corporation; Chief 1996 76,881 7,668 11,267 Executive Officer of1995 77,977 2,550 6,927 First Community Bank - Bluefield; Director of First Community Bank, Inc. & First Community Bank of Mercer County, Inc.
(1) No long-term compensation is paid to the named executive officers. (2) Other Annual Compensation includes non-qualified deferred compensation arrangements, deferred bonuses and non-cash fringe benefits. Comparative Performance of the Company The following chart compares cumulative total shareholder return on the Corporation's common stock for the five-year period ended December 31, 1997 with cumulative total shareholder return of 1) The Standard & Poor's 500 market index ("S & P 500"); and 2) a group of four Peer Bank Holding Companies ("Peer"), selected by management of the Corporation based upon relative asset size and geo- First Community Bancshares, Inc. S& P 500 PEER 12/31/92 100 100 100 12/31/93 201 110 128 12/31/94 269 112 118 12/31/95 301 153 149 12/31/96 327 188 173 12/31/97 486 246 260
9 graphic location. The graph assumes an initial investment of $ 100 on December 31, 1992 in the Corporation's common stock and each of the comparative investments with dividends from each of the investments reinvested at year-end in additional shares of the stock at the then current market value. Employment Contracts Under the provisions of employment contracts with Messrs. Harrison and Mendez, in the event of a change in control of the Corporation, Harrison and Mendez may elect to terminate services and be compensated at their annual salary for the balance of the term of the contract or for a period of twelve months, whichever is greater. In the event either officer is dismissed for reasons other than cause, as defined, he will be compensated at his annual salary for the balance of the term of the three-year contract, or twelve months, whichever is greater. Retirement Benefits Prior to 1997, the Corporation and its subsidiaries maintained a non-contributory Defined Benefit Pension Plan (the "Plan"), which was available to all employees meeting certain eligibility requirements. The Board of Directors amended the Plan, freezing benefit accruals as of October 31, 1996, and providing for the termination of the Plan as of November 30, 1996. This action, which was part of a restructure of the Company's employee benefit program, was intended to simplify retirement benefits through the use of a single defined contribution plan (Employee Stock Ownership and Savings Plan). As a result of the Plan freeze and termination, no benefits accrued under this Plan in 1997. Benefit accruals for previous years were designed to provide annual retirement benefits for eligible employees calculated as the sum of: (i) the product of one percent of the employees' highest compensation (up to $150,000 for years subject to limitation) in the last ten years; and (ii) one-half of one percent of the employees' highest compensation in the last ten years in excess of $7,800 (up to $150,000 for years subject to limitation), with the sum of (i) and (ii) multiplied by years of service up to 35. The actuarial equivalent of total benefits accrued under this formula through the date of the Plan freeze were distributed to or transferred to other plans, at the direction of the respective employee on February 9, 1998 in settlement of Plan benefits. Distributions on behalf of executive officers named in the Summary Compensation Table were as follows: Harrison - $62,979; Mendez - $54,916; and Buzzo - $100,330. Employee Stock Ownership Plan The individuals listed in the Summary Compensation Table are covered under the Company's Employee Stock Ownership And Savings Plan ("ESOP"). Contributions to the ESOP portion of the plan are made annually at the discretion of the Board of Directors. Allocations of those contributions to participants' accounts are made on the basis of relative W-2 compensation (up to $160,000). Allocations to the accounts of the individuals named in the Summary Compensation Table for the 1997 year were: James L. Harrison, Sr. - $16,000; and John M. Mendez -$16,000; and Buzzo -$12,074. Savings Plan The Plan also provides a 401 (k) Savings feature and matches employee contributions at the rate of 25% up to 6% of compensation. Matching contributions for 1997 for the covered persons listed in the Summary Compensation table were as follows: Harrison - $1,086; Mendez - $1,109; and Buzzo - $1,109. 10 Wrap Plan The Corporation maintains a Supplemental Executive Retirement Plan ("Plan") for the purpose of providing deferred compensation which cannot be accumulated under the Basic Plan provisions above because of deferral and covered compensation limitations on tax-qualified pension plan benefits. The Company makes a non-qualified matching credit on employee contributions at the rate of 25% up to 6% of compensation under the 401(k) feature of the basic plan and contributions in lieu of basic plan ESOP contributions for compensation in excess of the $160,000 compensation limit. Contributions under this Plan for 1997 for the covered persons listed in the Summary Compensation Table were as follows: Harrison - $2,928; Mendez - $2,25 1; and Buzzo - none. Ratification of the Selection of Auditors Pursuant to the Bylaws of the Corporation, stockholders will be asked to ratify the selection of Deloitte & Touche LLP, Pittsburgh, Pennsylvania, as independent auditors of the Corporation and its subsidiaries for the fiscal year ending December 31, 1998. The firm of Deloitte & Touche as independent auditors has examined the financial statements of the Corporation and its subsidiaries each year since 1985 and has no relationship with the Corporation or its subsidiaries except in its capacity as auditors. In connection with its audit of the Corporation's financial statements for the years ended December 31, 1985 through 1997, Deloitte & Touche reviewed the Corporation's annual reports to stockholders and its filings with the Securities and Exchange Commission and conducted reviews of quarterly reports to stockholders. The Audit Committee of the Board of Directors has recommended to the Board of Directors that Deloitte & Touche be appointed as independent auditors for the year ended December 31, 1998. The Board of Directors has made that appointment and recommends that the stockholders ratify the selection of Deloitte & Touche as independent auditors for the ensuing year. A representative of Deloitte & Touche is not expected to be present at the meeting. However, inquiries or questions of Deloitte & Touche may be directed to Mr. Kenneth A. Liss, Partner, Deloitte & Touche, 2500 One PPG Place, Pittsburgh, PA 15222-5401, (412) 338-7200. Other Matters All properly executed proyies received by the Corporation will be voted at the meeting in accordance with the specifications contained thereon. The Board of Directors knows of no other matter which may properly come before the meeting for action. However, if any other matter does properly come before the meeting, the persons named in the proxy materials enclosed will vote in accordance with their judgment upon such matter. 11 Stockholder Proposals If any stockholder intends to present a proposal at the 1999 Annual Meeting, such proposals must be received by the Corporation at its principal executive offices on or before November 11, 1998. Otherwise, such proposal will not be considered for inclusion in the Corporation's Proxy Statement for such meeting. You are urged to properly complete, execute and return the enclosed form of proxy. By Order of the Board of Directors John M. Mendez March 18,1998 12 Proxy for Annual Meeting of Stockholders FIRST COMMUNITY BANCSHARES, INC. 1001 MERCER STREET, PRINCETON, WEST VIRGINIA 24740 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Robert L. Schumacher and Barbara J. Buchanan, or either of them, attorney and proxy with full power of substitution, to represent the undersigned at the Annual Meeting of the Stockholders of First Community Bancshares, Inc. (the "Corporation') to be held on Tuesday, April 14, 1998, at the Princeton Elks Lodge, Old Bluefield-Princton Road, Princeton, West Virginia, at 3:00 P.M., local time, and any adjournments thereof, with all power then possessed by the undersigned, and to vote, at that meeting or any adjournment thereof, all shares which the undersigned would be entitled to vote if personally present. I. FOR [ ]the election of 4 directors - Class of 2001 WITHHOLD AUTHORITY [ ] Allen T. Hamner John M. Mendez You may withhold authority to vote for any nominee by lining B.W. Harvey Harold Wood through or otherwise striking out his name. 2. To ratify the selection of the firm Deloitte & Touche LLP, Pittsburgh, Pennsylvania, as independent auditors for the Corporation for the fiscal year ending December 31, 1998. FOR [ ] AGAINST [ ] ABSTAIN [ ] 3. To vote upon such other business as may properly come before this meeting. CONTINUED ON REVERSE 13 SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF AUTHORITY IS NOT WITHHELD OR IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS I AND 2 ABOVE. Dated: 1998 Signature of Stockholder Signature of Stockholder [ ] Please check if you plan to attend the Stockholders' Meeting on April 14, 1998 Please sign your name(s) exactly as shown imprinted hereon. If more than one name appears as part of registration name, all names must sign. If acting in executor, trustee or other fiduciary capacity, please sign as such. 14 -----END PRIVACY-ENHANCED MESSAGE-----