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Federal Reserve Ban k of Dallas D a l la s , T exas 7 5 2 6 5 -5 9 0 6 Notice 96-50 June 5, 1996 SPECIAL ELECTION OF CLASS B DIRECTOR REPORT OF NOMINATIONS—VOTING PROCEDURES To All Member Banks in the Eleventh Federal Reserve District: In accordance with the provisions of Section 4 of the Federal Reserve Act and my notice dated April 23,1996, this Bank is conducting the special election of a Class B Director to succeed Peyton Yates. Mr. Yates resigned as a Class B Director to pursue other interests. The name of the candidate, along with the names of the banks that nominated him, is set out on page 3. Except in the case of any member banks that are subsidiaries of the same bank holding company, * there is sent as an enclosure to each bank in Group 1 a ballot for use in voting for a Class B Director. Also enclosed are an envelope bearing on its face the certificate in regard to the vote and a colored envelope marked “Ballot— Directors’ Election,” in which the ballot is to be sealed. When several banks are subsidiaries of a bank holding company, the voting forms are being sent only to the bank designated to participate in this election. Banks in Group 1 that will not participate in this election are being sent this notice, without forms, for their information only. The ballot and certificate on the envelope must be executed by an officer who has been authorized to cast the vote. A list of the designated officers, revised to date, forms a part of this notice. In order that the balloting may be secret, the name of the bank and the voting officer should not be written on the ballot but only on the certificate envelope. If the official signature of the officer casting the ballot has not been filed with this Federal Reserve Bank, the official signature should be filed before the polls close. Please follow carefully the instructions which are printed on the ballot and on the envelopes. The following procedure is required in the case of the Class B ballots: (1) The ballot should be marked. (2) It should be placed in the colored envelope marked “Ballot— Directors’ Election” and that envelope sealed. (3) After the certificate on the white certificate envelope is executed, the colored sealed envelope (containing the ballot) should be placed within the white certificate envelope and that envelope sealed. (4) The sealed white certificate envelope containing the sealed ballot envelope should then be returned to me in the enclosed self-addressed envelope. ‘ Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “...That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.” The Board of Governors of the Federal Reserve System has ruled that a holding company affiliate, having one or more subsidiary banks in each of the three groups into which member banks of a Federal Reserve district are divided for the purpose of electing directors, may designate one such bank in each group to participate in the nomination and election of each Class A Director and each Class B Director chosen by the group of which such bank is a member, and such member bank so designated may validly participate in such nomination and election. Accordingly, banks in Group 1 affected by this provision of law are requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, one of its banks to participate in this election. This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org) Under the law, the ballot must be returned so as to reach me within 15 days after its receipt. The polls will open on June 12, 1996, and close at 2 p.m. on June 27, 1996. At that time, the ballot box will be opened at this Bank, the sealed envelopes containing the ballots will be opened, the votes counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion. While the banks in Group 2 (consisting of banks having capital and surplus of over $2,500,000, but under $10,000,000) and banks in Group 3 (consisting of banks having capital and surplus of $2,500,000 and under) will not vote in this election, this notice is sent to them, without forms, for their information. Sincerely yours, Chairman of the Board Enclosures (4) CANDIDATE FOR CLASS B DIRECTOR ROBERT C. McNAIR Chief Executive Officer Cogen Technologies, Inc. Houston, Texas Mr. McNair is the founder and Chief Executive Officer of Cogen Technologies, Inc. and its affiliates which are headquartered in Houston, Texas. Cogen Technologies and its affiliates are the largest privately owned cogeneration developers in the United States with plants in New Jersey, New York, California, and West Virginia. Its plants have electric generation capacity of approxi mately 1400 Megawatts. Cogen Technologies is one of the five largest cogeneration/independent power companies in the world. Mr. McNair recently served as the spokesman for the cogeneration industry in negotiations of an alternative energy procurement program in New Jersey. He is Chairman of Cypress Telecommunications Corporation, of U.S. Telesys, Inc., of the Board of Trustees of the McNair Foundation, and of the Free Enterprise Institute. He serves as a director of Mosher, Inc., a mutual fund; as a director of the Board of the Houston Branch of the Federal Reserve Bank of Dallas; as a director on the Board of Governors of Rice University; and on the Board of Trustees of Baylor College of Medicine in Houston. Mr. McNair is president of the Houston Grand Opera Association, a trustee of the Sigma Chi Foundation, and an elder in the Memorial Drive Presbyterian Church in Houston. He is a 1958 graduate of the University of South Carolina, Columbia, South Carolina with a Bachelor of Science degree. Nominated by the Following Banks in Group 1: TEXAS Dallas.......... H ouston...... San Antonio. ........ Texas Independent Bank Southwest Bank of Texas, N.A. ...........Broadway National Bank NOTE—A list of the banks in Group 1, showing the officers authorized to cast the vote of each bank, is given on pages 4 through 5 of this notice. 3 GROUP 1 Consists of all m em ber banks having capital and surplus of $10,000,000 and over. Banks in this group elect one Class B Director. LOUISIANA Location Minden Monroe Shreveport Name of Bank or Trust Company Minden Bank & Trust Com pany...................................................... Central Bank...................................................................................... Commercial National Bank in Shreveport..................................... Officers Authorized to Cast Vote President President, Vice President, Cashier Chairman, President, Vice President, Cashier NEW MEXICO Location Las Cruces Name of Bank or Trust Company First National Bank of Dona Ana C ounty................................ .... Officers Authorized to Cast Vote President, Vice President, Cashier TEXAS Location Name of Bank or Trust Company Abilene Amarillo Amarillo Amarillo Bay City Bellaire Brownsville Dallas Dallas Dallas First National Bank of A b ile n e ................................................ ..... Amarillo National B a n k ............................................................ ..... Boatmen's First National Bank of A m a rillo ........................... ..... First Bank Southwest, N.A....................................................... ..... Norwest Bank Texas, Bay City, N.A........................................ ..... Citizens National Bank of T exa s............................................. ..... The Mercantile Bank, N.A......................................................... ..... Alliance Trust Company, N.A................................................... Bank One, Texas, National Association................................ ..... Fidelity Bank, National Association......................................... Dallas Dallas Dallas Dallas El Paso El Paso El Paso Fort Worth Grand Prairie Grapevine Henderson Houston Houston Houston NationsBank of Texas, N.A...................................................... ..... Northern Trust Bank of Texas, N.A......................................... ..... Texas Independent Bank......................................................... ..... U.S. Trust Company of Texas, National Association........... ..... Bank of the W e s t...................................................................... ..... Norwest Bank El Paso, N.A...................................................... ..... Sun World, N.A........................................................................... Overton Bank and Trust, National Association..................... ..... Riverside National B a n k .......................................................... ..... First National Bank of G rapevine............................................ ..... Citizens National B a n k ............................................................. ..... BankTEXAS, National Association......................................... ..... Charter National Bank - Houston............................................ ..... First Interstate Bank of Texas, N.A......................................... Houston Houston Houston Houston Huntsville MetroBank, National Association............................................ ..... Northwest Bank, National Association................................... Southwest Bank of Texas, N.A................................................ ..... Texas Commerce Bank National Association....................... ..... First National Bank of Huntsville................................................... 4 Officers Authorized to Cast Vote Chairman, President, Chairman, President, President, Cashier President Chairman, President, President Chairman, President, * Vice President, Cashier Vice President, Cashier Vice President, Cashier Cashier Chairman William C. Murphy, Chairman and President; Edward D. Mahon, Executive Vice President; Virginia L. Anderson, Secretary Chairman, President President President, Chief Executive Officer Chairman, President, Senior Vice President Chairman President * President Vice Chairman, President Chairman, President, Vice President, Cashier Cashier Chairman, President, Vice President, Cashier President President, Chairman of the Executive Committee Chairman, President, Vice President, Cashier * Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier GROUP 1 — Continued TEXAS — Continued Location Name of Bank or Trust Company Irving Kerrville Kilgore Laredo Laredo Longview Lubbock Lubbock Bank of America Texas, N.A........................................................... Norwest Bank Texas, Kerrville, N.A............................................... Kilgore First National B a n k ............................................................ The Laredo National B ank.............................................................. Union National Bank of T e x a s ....................................................... Longview National B a n k................................................................. Norwest Bank Texas, National Association................................. The Plains National Bank of Lubbock........................................... Lufkin McAllen Midland Midlothian Palestine San Angelo San Antonio San Antonio San Antonio San Antonio Tyler Victoria Waco Weatherford Wichita Falls Lufkin National Bank....................................................................... Texas State B a n k ............................................................................ Norwest Bank Texas Midland National Association.................... Surety Bank, National Association................................................ The First National Bank of P alestine............................................ Texas Commerce Bank - San Angelo, National Association.... Broadway National B a n k ................................................................ Caminoreal Bank, N.A..................................................................... The Frost National B a n k................................................................. Groos Bank, National Association................................................ Tyler Bank & Trust, National A ssociation.................................... First Victoria National B a n k ........................................................... Norwest Bank Texas, Waco, National Association..................... Texas Bank ...................................................................................... Norwest Bank Texas, Wichita Falls, National Association......... 5 Officers Authorized to Cast Vote Richard Levy, Vice President Chairman, President, Vice President, Cashier President, Cashier President, Vice President Chairman, President Vice President, Cashier President, Vice President, Cashier Alan White, Chairman; John C. Owens, President; DeWayne V. Pierce, Senior Executive Vice President Chairman, President, Vice President Chairman, President, Cashier * Chairman, President, Vice President, Cashier President, Vice President, Cashier President, Cashier Chairman, President, Vice President, Cashier Chairman, President and Chief Executive Officer President, Vice President, Cashier Chairman, President, Vice President, Cashier Neil S. West, Chairman Chairman, President, Vice President, Cashier President President President, Cashier Directors of the Federal Reserve Bank of Dallas As of June 5 ,1 9 9 6 Elected by Banks in Group Class Term Expires Dec. 31 President and Chief Executive Officer, Texas Independent Bank, Dallas, Texas 1 A 1996 Dudley K. Montgomery President and Chief Executive Officer, The Security State Bank of Pecos Pecos, Texas 2 A 1998 Kirk A. McLaughlin............... . President and Chief Executive Officer, Security Bank, Ralls, Texas 3 A 1997 1 B 1997 Name Occupation Gayle M. E a rls ..................... VACANCY ............................ J. B. Cooper, Jr..................... Farmer, Roscoe, Texas 2 B 1996 Milton Carroll........................ Chairman of the Board and Chief Executive Officer, Instrument Products, Inc., Houston, Texas 3 B 1998 Cece S m ith ........................... Chairman General Partner, Phillips-Smith Specialty Retail Group, Dallas, Texas Appointed by the Board of Governors of the Federal Reserve System C 1997 Roger R. Hemminghaus Deputy Chairman Chairman of the Board, President, and Chief Executive Officer, Diamond Shamrock, Inc., San Antonio, Texas Appointed by the Board of Governors of the Federal Reserve System C 1998 James A. M artin................... Second General Vice President, International Association of Bridge, Structural & Ornamental Iron Workers, Austin, Texas Appointed by the Board of Governors of the Federal Reserve System C 1996
