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 ss.240.14a-11(c) or ss.240.14a-12
Patriot Bank Corp.
(Name of Registrant as Specified In Its Charter)
(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 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................
2) Aggregate number of securities to which transaction applies:
.......................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
.......................................................
4) Proposed maximum aggregate value of transaction:
.......................................................
5) Total fee paid:
......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PATRIOT BANK CORP.
High & Hanover Streets
Pottstown, Pennsylvania 19464
(610) 323-1500
March 24, 1997
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of Patriot Bank Corp. and subsidiaries (the "Company"), which
will be held on April 24, 1997, at 2:00 p.m., Eastern Standard Time, at
Brookside, Prospect and Adams Streets, Pottstown, Pennsylvania.
The attached notice of the annual meeting and the proxy statement describe
the formal business to be transacted at the annual meeting. Directors and
officers of the Company, as well as a representative of Grant Thornton LLP, the
Company's independent auditors, will be present at the Annual Meeting to respond
to any questions that our stockholders may have regarding the business to be
transacted.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the proxy statement, the Board
unanimously recommends that you vote "FOR" each of the nominees as directors
specified under Proposal 1 and "FOR" Proposal 2.
Please sign and return the enclosed proxy card promptly. Your cooperation
is appreciated since a majority of the common stock must be represented, either
in person or by proxy, to constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the
Company, we thank you for your continued interest and support.
Sincerely yours,
Gary N. Gieringer
Chairman of the Board and
Chief Executive Officer
Joseph W. Major
President, Chief Operating
Officer and Director
<PAGE>
PATRIOT BANK CORP.
High & Hanover Streets
Pottstown, Pennsylvania 19464
(610) 323-1500
----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 24, 1997
----------------------------------
NOTICE IS HEREBY GIVEN that the first annual meeting of stockholders (the
"Annual Meeting") of Patriot Bank Corp. and subsidiaries (the "Company") will be
held on April 24, 1997, at 2:00 p.m., Eastern Standard Time, at Brookside,
Prospect and Adams Streets, Pottstown, Pennsylvania.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors for terms of three years each or until
their successors are elected and qualified;
2. The ratification of the appointment of Grant Thornton LLP as
independent auditors of the Company for the fiscal year ending
December 31, 1997; and
3. Such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.
The Board of Directors has established March 10, 1997, as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only recordholders of the
common stock of the Company as of the close of business on such record date will
be entitled to vote at the Annual Meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies by the
Company. A list of stockholders entitled to vote at the Annual Meeting will be
available at Patriot Bank, High & Hanover Streets, Pottstown, Pennsylvania
19464, for a period of ten days prior to the Annual Meeting and will also be
available at the Annual Meeting itself.
By Order of the Board of Directors
Paulette A. Strunk
Secretary
Pottstown, Pennsylvania
March 24, 1997
<PAGE>
PATRIOT BANK CORP.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 24, 1997
-----------------------
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of Patriot Bank
Corp. and subsidiaries (the "Company") in connection with the solicitation by
the Board of Directors ("Board of Directors" or "Board") of proxies to be used
at the annual meeting of stockholders (the "Annual Meeting"), to be held on
April 24, 1997 at 2:00 p.m. at Brookside, Prospect and Adams Streets, Pottstown,
Pennsylvania and at any adjournments thereof. The 1996 Annual Report to
Stockholders, including consolidated financial statements for the fiscal year
ended December 31, 1996, accompanies this proxy statement, which is first being
mailed to recordholders on or about March 24, 1997.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxy cards will be voted
FOR the election of the nominees for director named in this proxy statement and
FOR the ratification of Grant Thornton as independent auditors of the Company
for the fiscal year ending December 31, 1997.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
1
<PAGE>
The cost of solicitation of proxies on behalf of management will be borne
by the Company. Proxies may also be solicited personally or by telephone by
directors, officers and other employees of the Company without additional
compensation therefor. The Company will also request persons, firms and
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
Voting Securities
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on March 10, 1997 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 4,105,502 shares.
As provided in the Company's Certificate of Incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as, by persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
certificate of incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD" authority to vote for one
or more of the nominees being proposed. Under Delaware law and the Company's
bylaws, directors are elected by a plurality of votes cast, without regard to
either (i) broker non-votes, or (ii) proxies as to which authority to vote for
one or more of the nominees being proposed is withheld.
2
<PAGE>
As to the approval of Grant Thornton LLP as independent auditors of the
Company and all other matters that may properly come before the Annual Meeting,
by checking the appropriate box, you may: (i) vote "FOR" the item; (ii) vote
"AGAINST" the item; or (iii) "ABSTAIN" from voting on such item. Under the
Company's bylaws, unless otherwise required by law, all such matters shall be
determined by a majority of the votes cast, without regard to either (a) broker
non-votes, or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer agent,
Registrar and Transfer Company, and will be tabulated by inspectors of election
designated by the Board of Directors, who will not be employed by, or a director
of, the Company or any of its affiliates. After the final adjournment of the
Annual Meeting, the proxies will be returned to the Company for safekeeping.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
regarding such ownership filed by such persons with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.
3
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------------- -------------------------------- ---------------------- -----------
<S> <C> <C> <C>
Common Stock Patriot Bank 361,836(1) 8.81%
Employee Stock Ownership
Plan ("ESOP")
High & Hanover Streets
Pottstown, Pennsylvania 19464
Common Stock John Hancock Mutual Life 348,000(2) 8.48%
Insurance Company
101 Huntington Avenue
Boston, Massachusetts 02199
</TABLE>
- ----------------
(1) Shares of Common Stock were acquired by the ESOP in the Conversion. The
ESOP Committee of the Board of Directors administers the ESOP. CoreStates
Financial Corp., as successor to Meridian Trust Company, has been appointed
as the corporate trustee for the ESOP ("ESOP Trustee"). The ESOP Trustee,
subject to its fiduciary duty, must vote all allocated shares held in the
ESOP in accordance with the instructions of the participants. At March 10,
1997, 53,323 shares had been allocated under the ESOP and 308,513 shares
remain unallocated. With respect to unallocated shares, such unallocated
shares will be voted by the ESOP Trustee in a manner calculated to most
accurately reflect the instructions received from participants regarding
the allocated stock so long as such vote is in accordance with the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
(2) Based upon an amendment to Schedule 13G filed on February 12, 1997.
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<PAGE>
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of seven (7)
directors and is divided into three classes. Each of the seven members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The three nominees proposed for election at this Annual Meeting are John H.
Diehl, Samuel N. Landis, and Joseph W. Major. No person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between any such person and the Company.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any of the persons named will
be unable or unwilling to serve. Unless authority to vote for the nominee is
withheld, it is intended that the shares represented by the enclosed proxy card,
if executed and returned, will be voted FOR the election of the nominees
proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with respect to the Nominees and Continuing Directors
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and Named Executive Officers (as defined below)
as well as their ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships held by
each, the year in which each director became a director of the Bank, the year in
which their terms (or in the case of the nominees, their proposed terms) as
director of the Company expire. The table also sets forth the amount of Common
Stock and the percent thereof beneficially owned by each director and Named
Executive Officer and all directors and executive officers as a group as of the
Record Date.
5
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration Common Stock Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ----------------------- --- -------- -------- -------------- -----
<S> <C> <C> <C> <C> <C>
NOMINEES
John H. Diehl................................ 80 1981 2000 40,913 1.00%
Retired insurance broker
Samuel N. Landis............................. 72 1988 2000 57,046 1.39%
Retired general contractor
Joseph W. Major.............................. 41 1990 2000 94,679 2.31%
President and Chief Operating Officer of
the Company and the Bank since
September 1995. Prior to his appointment
at the Company and the Bank, Mr. Major
was a partner in the law firm of Mauger &
Major.
CONTINUING DIRECTORS
Gary N. Gieringer............................ 56 1987 1999 79,464 1.94%
Chairman of the Board and Chief
Executive Officer of the Company and the
Bank since September 1995. Mr.
Gieringer served as President and Chief
Executive Officer of the Bank from 1987
until September 1995.
Leonard A. Huff.............................. 85 1951 1999 33,046 *
Retired industrial superintendent
Larry V. Thren............................... 55 1992 1998 39,046 *
Vice President of Human Resources and
Hospital Operations, Pottstown Memorial
Medical Center since 1988.
James B. Elliott............................. 56 1990 1998 34,046 *
Principal, Stratecon, Inc.
NAMED EXECUTIVE OFFICER WHO
IS NOT A DIRECTOR
Richard A. Elko.............................. 36 -- -- 24,600 *
Executive Vice President and Chief
Financial Officer of the Company and the
Bank since January 1996. Prior to his
appointment at the Company and the
Bank, Mr. Elko was Corporate Controller
at Sovereign Bancorp.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration Common Stock Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ----------------------- --- -------- -------- -------------- -----
<S> <C> <C> <C> <C> <C>
Stock Ownership of all Directors -- -- -- 414,404(5) 10.09%
and Executive Officers as a Group
(10 persons)
</TABLE>
- ----------------
* Represents less than one percent of the outstanding Common Stock.
(1) Includes years of service as a director of the Company's predecessor, the
Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Includes 9,046 stock awards granted to each outside director and 45,228,
45,228 and 12,000 stock awards granted to Messrs. Gieringer, Major and
Elko, respectively, under the Patriot Bank Corp. 1996 Stock-Based Incentive
Plan (the "Incentive Plan"). Stock Awards granted under the Incentive Plan
vest in five equal annual installments commencing on June 7, 1997, the
first anniversary of the effective date of the stock award.
(4) Does not include 22,614 shares subject to options granted to each outside
director and 113,074, 113,074 and 67,843 shares subject to options granted
to Messrs. Gieringer, Major and Elko, respectively, under the Incentive
Plan. All options granted under the Incentive Plan become exercisable in
five equal annual installments commencing on June 7, 1997, the first
anniversary of the effective date of the grant.
(5) Includes a total of 152,006 shares awarded under the Incentive Plan as to
which voting may be directed.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company meets monthly and may have additional meetings
as needed. During fiscal 1996, the Board of Directors of the Company held 15
meetings. All of the directors of the Company attended at least 75% of the total
number of the Company's Board meetings held and committee meetings on which such
directors served during fiscal 1996. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:
Audit Committee. The Audit Committee of the Company consists of Messrs.
Elliott, Diehl and Huff who are outside directors. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Company and the results of the annual audit, and is responsible for ensuring
that the Company's activities are being conducted in accordance with applicable
laws and regulations. The Audit Committee met 8 times in fiscal 1996.
Nominating Committee. The Company's Nominating Committee for the 1997
Annual Meeting consists of the entire Board of Directors. The committee
considers and recommends the nominees for director to stand for election at the
Company's annual meeting of shareholders. The Company's Certificate of
Incorporation and bylaws provide for stockholder nominations of directors. These
provisions require such nominations to be made pursuant to timely notice in
writing to the Secretary of the Company. The shareholder's notice of nomination
must contain all information relating to the nominee which is required to be
disclosed by the Company's bylaws and by the Exchange Act. The Nominating
Committee met on January 23, 1997.
Compensation Committee. The Compensation Committee of the Company consists
of Messrs. Thren, Landis, Elliott, Gieringer, Major and Allen Wagner, Vice
President, Team Member Services, Patriot Bank. The Compensation Committee meets
to establish compensation
7
<PAGE>
and benefits for the executive officers and to review the incentive
compensation programs when necessary. The Compensation Committee is also
responsible for establishing certain guidelines and limits for compensation for
other salaried officers and employees of the Company. The Compensation Committee
met 4 times in fiscal 1996.
Directors' Compensation
Directors' Fees. Non-employee directors are currently paid an annual
retainer of $15,000, plus an additional fee ranging from $1,000 to $6,000 to the
chairman of certain committees.
Incentive Plan. On June 7, 1996, stockholders approved the Patriot Bank
Corp 1996 Stock-Based Incentive Plan, under which all directors who are not also
employees of the Company are eligible to receive stock awards and options to
purchase Common Stock. Under the Incentive Plan, each director was granted
non-statutory options to purchase 22,614 shares of common stock at an exercise
price of $10.78125, which was the fair market value of shares on the effective
date of the grant. Options become exercisable in five (5) equal annual
installments commencing one year from the effective date of the grant.
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company. The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment of this
requirement, the Compensation Committee (the "Committee"), at the direction of
the Board of Directors, has prepared the following report for inclusion in this
proxy statement.
Compensation Policies. The Compensation Committee of the Board has
established a policy for executive compensation, taking into account both
subjective performance criteria and certain specified objective performance
measures. The purpose of the policy is to: (i) provide compensation
opportunities which are competitive with other banking institutions; (ii)
support the Company's goal setting and strategic planning process; (iii)
motivate the executive management of the Company to achieve profit and other key
goals of the institution, including but not limited to the Company's commitment
to the communities it serves, to its employees, customers and
8
<PAGE>
investors; (iv) motivate the executive management to operate the Company in a
safe and sound manner, and in compliance with all pertinent governmental and
regulatory requirements; and (v) minimize potential overhead by designating a
portion of the annual compensation of executives as variable rather than fixed.
During the course of 1996, the Company took into account a variety of
objective and subjective criteria in evaluating the performance of the executive
management of the Company. The Committee assessed in detail the various
challenges facing the Company, both from a historical capital and operational
standpoint, and the significant competitive pressures within the Company's
trading areas. In the course of this assessment of competitive salary ranges
among other similarly situated institutions, it was noted that competitive
executive compensation packages vary in relationship to these various subject
and objective factors. A variety of resources were utilized which provided peer
data regarding executive compensation and financial performance of the company,
which included but was not limited to the "SNL Executive Compensation Review
1996" for both Commercial Banks and Thirfts, assessments which review executive
compensation and company performance for publicly traded banks and thirfts. The
Committee generally gave greater weight to the SNL Public Thrift Survey because
those institutions, similar to the Company, are all publicly held thirfts or
thrift holding companies. Comparisons were made with institutions located within
Southeastern Pennsylvania, the Middle Atlantic Trading area, and relative to
National averages. The peer groups considered in these analyses are not
necessarily comprised of the same institutions used in the peer group for the
stock performance graph. Additionally, the Company took into account executive
compensation plans of other local non-banking companies and institutions.
In establishing an Executive Compensation Plan for 1996, the Executive
Committee of the institution established certain specific objectives for
executive management, which included the creation and execution of a strategic
business plan, strengthening of senior management, and reaching certain
financial goals based on asset size, earnings per share, net income, return on
assets and return on equity.
Additionally, the Company utilized a number of subjective elements as part
of the decision making process regarding executive compensation. The individual
skills and talents of the Executive managers of the Company, including but not
limited to experience, leadership ability, planning and organizational skills,
administrative talent, vision for the future, and work ethic were given
consideration in establishing executive compensation.
Compensation of the Chief Executive Officer and President. During the
course of 1996, Mr. Gieringer, as Chief Executive Officer and Chairman, and Mr.
Major, as President and Chief Operating Officer, satisfactorily accomplished all
of the objective performance criteria of the institution, and addressed a number
of other challenges facing the Company. In addition, the Company showed growth
in asset size and earnings, and continued to report asset quality superior to
the various peer groups considered. Consistent with these various objective and
subjective measures, the compensation Committee increased the salary level for
Mr. Gieringer to $176,000,
9
<PAGE>
and also paid a year end bonus of $72,436. Mr. Major's salary was increased
to $125,000 a year, plus a year-end bonus of $82,696.
The Compensation Committee specifically noted that the bonus elements of
compensation were partially subjective in nature, and in-part based upon
satisfactory accomplishment of the objective requirements of the Company in
1996. It furthermore concluded that the payment of this compensation package was
necessary in order to meet the aforestated policies of the Company and to
maintain the continuity and high performance of management. Based on the
aforementioned surveys, total compensation to Messrs. Gieringer and Major was in
the mid range of other institutions of similar asset size. Both Mr. Gieringer
and Mr. Major have employment contracts (see "Employment Contracts").
The Compensation Committee
Larry V. Thren Gary N. Gieringer
Samuel N. Landis Joseph W. Major
James B. Elliott Allen L. Wagner
10
<PAGE>
Stock Performance Graph. The following graph shows a comparison of total
stockholder return on the Company's Common Stock, based on the market price of
the Common Stock with the cumulative total return of companies on the Nasdaq
Stock Market (U.S.) Index and Media General Index for Savings Institutions for
the period beginning on November 4, 1995, the day the Company's Common Stock
began trading, through December 31, 1996. The graph was derived from a very
limited period of time, and, as a result, may not be indicative of possible
future performance of the Company's Common Stock. The data was supplied by Media
General Financial Services.
Comparison of Cumulative Total Returns for Patriot Bank Corp. Common Stock,
the Nasdaq Stock Market Index and the MG Index for Savings Institutions
<TABLE>
<CAPTION>
SUMMARY
12/04/95 12/29/95 03/29/96 06/28/96 09/30/96 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Patriot Bank Corp. 100.000 128.810 127.610 127.610 145.020 162.060
Nasdaq Composite Index (U.S.) 100.000 99.630 104.240 111.960 115.050 120.460
MG Index for Savings
Institutions 100.000 101.940 103.680 105.860 115.840 131.610
</TABLE>
Notes:
A. The lines represent quarterly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, used the market capitalization on the
previous trading day.
C. If the quarterly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all the series was set to $100.00 on 12/04/95.
11
<PAGE>
Summary Compensation Table. The following table shows, for the years ended
December 31, 1996, 1995 and 1994, the cash compensation paid by the Company, as
well as certain other compensation paid or accrued for those years, to the
Chairman of the Board and Chief Executive Officer, President and Chief Operating
Officer, and Executive Vice President and Chief Financial Officer of the Company
("Named Executive Officers").
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------------------
Other Restricted All
Annual Stock LTIP Other
Name and Principal Salary Bonus Compensation Awards Options Payouts Compensation
Position (1) Year ($)(2) ($) ($)(3) ($)(4) (#)(5) ($)(6) ($)
- --------------------------------------------------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary N. Gieringer, 1996 $165,539 $72,436 $ -- $487,614 113,074 $ -- $26,554(7)
Chairman of the Board, 1995 158,650 30,000 -- -- -- -- 4,620
Chief Executive Officer 1994 171,000 2,500 -- -- -- -- 4,180
and Director
Joseph W. Major 1996 $105,385 $82,696 $ -- $487,614 113,074 $ -- $22,226(7)
President, Chief 1995 32,256 12,500 -- -- -- -- --
Operating Officer 1994 -- -- -- -- -- -- --
and Director
Richard A. Elko 1996 $95,457 $52,218 $ -- $129,375 67,843 $ -- $ --
Executive Vice 1995 -- -- -- -- -- -- --
President and Chief 1994 -- -- -- -- -- -- --
Financial Officer
</TABLE>
- -------------------------------
(1) Mr. Gieringer served as President, Chief Executive Officer and Director of
the Bank from 1987 until August 1995. In August 1995, Mr. Gieringer was
appointed as Chairman of the Board and Chief Executive Officer. Mr. Major
was appointed as President and Chief Operating Officer in August 1995. Mr.
Elko was appointed as Executive Vice President and Chief Financial Officer
in January 1996.
(2) Includes compensation deferred at the election of Messrs. Gieringer and
Major through the Company's 401(k) Plan.
(3) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the last year, (b) payments of
above-market preferential earnings on deferred compensation, (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation, (d) tax payment reimbursements, or (e) preferential
discounts on stock.
(4) Pursuant to the Incentive Plan, Messrs. Gieringer, Major and Elko were
awarded 45,228, 45,228 and 12,000 shares of Common Stock, respectively, in
fiscal 1996 which had a market value on June 7, 1996, the date of grant, of
$487,614, $487,614 and $129,375. Stock Awards granted under the Incentive
Plan vest in five equal annual installments commencing on June 7, 1997, the
first anniversary of the effective date of the stock award. As of December
31, 1996, the market value of the 45,228, 45,228 and 12,000 shares was
$610,578, $610,578 and $162,000, respectively.
(5) Includes shares subject to options granted to Messrs. Gieringer, Major and
Elko under the Stock Option Plan. All options granted under the Incentive
Plan become exercisable in five equal annual installments commencing on
June 7, 1997, the first anniversary of the effective date of the grant.
(6) For 1996, 1995 and 1994, the Company had no long-term incentive plans in
existence. Accordingly, there were no payments or awards under any
long-term incentive plan.
(7) Includes 1,624 and 1,588 shares allocated to Messrs. Gieringer and Major,
respectively, for fiscal 1996 pursuant to the ESOP with a market value of
$21,924 and $21,438, respectively. Includes $4,620 and $788 in matching and
discretionary contributions by the Company to the Company's 401(k) plan
during the last fiscal year for Messrs. Gieringer and Major, respectively.
12
<PAGE>
Employment Agreements
The Bank and the Company have entered into employment agreements with
Messrs. Gieringer, Major and Elko, (individually, the "Executive"). These
employment agreements are intended to ensure that the Bank and the Company will
be able to maintain a stable and competent management base. The continued
success of the Bank and the Company depends to a significant degree on the
skills and competence of Messrs. Gieringer, Major and Elko.
The employment agreements provide for a three-year term for Messrs.
Gieringer, Major and Elko. The Bank employment agreements provide that,
commencing on the first anniversary date and continuing each anniversary date
thereafter, the Board of Directors may extend the agreement for an additional
year so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of Directors after conducting a performance
evaluation of the Executive. The terms of the Company employment agreements
shall be extended on a daily basis unless written notice of non-renewal is given
by the Board of the Company. The agreements provide that the Executive's base
salary will be reviewed annually. The current base salaries for Messrs.
Gieringer, Major and Elko are $176,000, $125,000 and $110,000, respectively. In
addition to the base salary, the agreements provide for, among other things,
participation in stock benefits plans and other fringe benefits applicable to
executive personnel. The agreements provide for termination by the Bank or the
Company for cause as defined in the agreements at any time. In the event the
Bank or the Company chooses to terminate the Executive's employment for reasons
other than for cause, or in the event of the Executive's resignation from the
Bank and the Company upon: (i) failure to re-elect the Executive to his current
offices; (ii) a material change in the Executive's functions, duties or
responsibilities; (iii) a relocation of the Executive's principal place of
employment by more than 20 miles; (iv) a material reduction in the benefits and
perquisites provided to the Executive; (v) liquidation or dissolution of the
Bank or the Company; or (vi) a breach of the agreement by the Bank or the
Company, the Executive or, in the event of death, his beneficiary would be
entitled to receive an amount equal to the remaining base salary payments due to
the Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement. The Bank and the Company would also continue
and pay for the Executive's life, health and disability coverage for the
remaining term of the Agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company, the Executive or, in the event of
the Executive's death, his beneficiary, would be entitled to a severance payment
equal to the greater of: (i) the payments due for the remaining term of the
agreement; or (ii) three times the average of the five preceding taxable years'
annual compensation. The Bank and the Company would also continue the
Executive's life, health, and disability coverage for thirty-six months.
Notwithstanding that both agreements provide for a severance payment in the
event of a change in control, the Executive would only be entitled to receive a
severance payment under one agreement. Based solely on the Compensation reported
in the Summary Compensation Table for 1996 and excluding any benefits under any
employee plan which may be payable, following a change in control and
termination of employment Messrs. Gieringer, Major and Elko would receive
approximately $713,925,
13
<PAGE>
$564,243, and $443,025, respectively, in severance payments in addition to other
non-cash benefits provided for under the agreements.
Payments under the agreements in the event of a change in control may
constitute some portion of an excess parachute payment under Section 280G of the
Internal Revenue Code (the "Code") for executive officers, resulting in the
imposition of an excise tax on the recipient and denial of the deduction for
such excess amounts to the Company and the Bank.
Payments to the Executive under the Bank's agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the Agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful
pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
Incentive Plan. On June 7, 1996, the stockholders approved the Patriot Bank
Corp. 1996 Stock-Based Incentive Plan ("Incentive Plan") under which all
employees of the Company are eligible to receive awards. The Company maintains
the Incentive Plan which provides discretionary awards to officers and key
employees as determined by a committee of non-employee directors. The following
table lists all grants of options under the Incentive Plan to the Named
Executive Officers for fiscal 1996 and contains certain information about
potential value of those options based upon certain assumptions as to the
appreciation of the Company's stock over the life of the option.
14
<PAGE>
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Options(1)
- ---------------------------------------------------------------------------------------- -----------------------
Number of
Securities % of Total
Underlying Option/SARs Exercise or
Options/ Granted to Base Price
SARs Granted Employees in Per Expiration
Name (#)(2)(3)(4) Fiscal Year Share Date(5) 5% 10%
- ---------------------- --------------- -------------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary N. Gieringer 113,074 26.6% 10.78125 6-7-06 $766,670 $1,942,891
Joseph W. Major 113,074 26.6% 10.78125 6-7-06 766,670 1,942,891
Richard A. Elko 67,843 16.0% 10.78125 6-7-06 459,995 1,165,718
</TABLE>
- -----------------------------
(1) The amounts represent certain assumed rates of appreciation. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall
stock market conditions. There can be no assurance that the amounts
reflected in this table will be realized.
(2) Options granted pursuant to the Incentive Plan become exercisable in
equal installments at an annual rate of 20% beginning June 7, 1997.
(3) The purchase price may be paid in cash or in Common Stock.
(4) To the extent possible, options will be treated as incentive options.
(5) The option term is ten years.
15
<PAGE>
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers as of March 10, 1997. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such
Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Option/SARs at
Fiscal Year End(#) Fiscal Year End($)
------------------------------------- ------------------------------
Name Unexercisable(1) Unexercisable(2)
- ----------------------------- ------------------------------------- ------------------------------
<S> <C> <C>
Gary N. Gieringer............ 113,074 $307,420
Joseph W. Major.............. 113,074 307,420
Richard A. Elko.............. 67,843 184,448
</TABLE>
- ---------------------------
(1) The options in this table have an exercise price of 10.78125 and become
exercisable at an annual rate of 20% beginning June 7, 1997. The options
will expire ten (10) years from the date of grant.
(2) Based on market value of the underlying stock at the fiscal year end, minus
the exercise price. The market price on December 31, 1996 was $13.50.
The Patriot Bank Employees' Pension Trust. The Company maintains the
Patriot Bank Employees' Pension Trust (the "Pension Trust"). The Pension Trust
is a non-contributory, defined benefit pension plan which is intended to provide
a retirement benefit to participants without regard to the profits of the
Company. Contributions to the Pension Trust are determined actuarially. All
employees who are expected to be credited with 1,000 or more hours of service
during a twelve month period are eligible to participate in the Pension Trust. A
participant's retirement benefit, which becomes fully vested after seven years
of service, is based upon the participant's highest five annual amounts of
compensation during the last ten years of service with the Company ("Annual
Average Compensation"). The amount of a participant's annual benefit payable at
the normal retirement age of 65 is equal to: 50% of Annual Average Compensation
reduced proportionately for less than 20 years of service with the Bank.
The Company has amended its non-contributory defined benefit pension
plan to terminate effective December 31, 1996. It is anticipated that the
termination will be settled in 1997 and non-vested benefits will then become
vested.
The following table illustrates annual pension benefit payable at age
65 under the Pension Trust at various levels of compensation and years of
service assuming 100% vested benefits and assuming the Plan was not terminated.
Benefits shown are on a "straight life" annuity basis (i.e., payment during the
life of the participant with no continuing payments following the employee's
death) and are not subject to further reduction for Social Security or other
offset amounts. As of December 31, 1996, Messrs. Gieringer and Major had 9 years
and 1 years of credited service, respectively. Mr. Elko had no years of credited
service.
16
<PAGE>
<TABLE>
<CAPTION>
Amount of Annual Retirement Benefit
With Credited Service of:
--------------------------------------------------------------------------------------------------
Participant's
Average 10 15 20 25 30 35
Compensation(1) Years Years Years Years Years Years
------------ ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 5,000 7,500 10,000 10,000 10,000 10,000
40,000 10,000 15,000 20,000 20,000 20,000 20,000
60,000 12,000 18,000 24,000 30,000 30,000 30,000
80,000 16,000 24,000 32,000 40,000 40,000 40,000
100,000 20,000 30,000 40,000 50,000 50,000 50,000
120,000 24,000 36,000 48,000 60,000 60,000 60,000
140,000 28,000 42,000 56,000 70,000 70,000 70,000
150,000(1) 30,000 45,000 60,000 75,000 75,000 75,000
</TABLE>
- -------------------------
(1) The compensation utilized for formula purposes includes the salary reported
in the "Summary Compensation Table.
(2) Under current law, the average final compensation for computing benefits
under the Pension Plan cannot exceed $150,000 (indexed for inflation).
However, benefits are not reduced below the level of benefits accrued as of
December 31, 1992.
Supplemental Retirement Plan. The Company maintains a non-qualified
Supplemental Retirement Plan for the benefit of certain executive officers and
directors. The Supplemental Retirement Plan ("SRP") has been adopted by the
Company to provide supplemental retirement benefits to selected executives and
directors of the Company. Benefits under the SRP vest on a seven year schedule
subject to acceleration upon a change in control. The SRP provides a defined
benefit payable in fifteen annual installments of an amount which is determined
at the discretion of the Board. The participants under the SRP as determined by
the Personnel Compensation/Benefits Committee are Messrs. Gieringer, Major,
Elliott and Thren. The SRP provides for an early start to payment of the
installments in the event of disability, death prior to retirement, retirement
or a change in control. The SRP is unfunded for purposes of its tax treatment,
however, the Company has entered into certain life insurance contracts, the
proceeds of which could be used to fund the SRP in the future.
Transactions With Certain Related Persons
The Company's current policy provides that all loans made by the Company to
its directors and officers are made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
17
<PAGE>
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
1996 were Grant Thornton LLP. The Company's Board of Directors has reappointed
Grant Thornton LLP to continue as independent auditors for the Company for the
year ending December 31, 1997, subject to ratification of such appointment by
the shareholders.
Representatives of Grant Thornton LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted FOR ratification of the appointment of Grant Thornton LLP as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 1998 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than November
24, 1997. Any such proposal will be subject to 17 C.F.R. ss.240.14a-8 of
the Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting; provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the shareholder's name and
address, as they appear on the Company's record of shareholders, a brief
description of the proposed business, the reason for conducting
18
<PAGE>
such business at the Annual Meeting, the class and number of shares of the
Company's capital stock that are beneficially owned by such stockholder and any
material interest of such stockholder in the proposed business. In the case of
nominations to the Board of Directors, certain information regarding the nominee
must be provided. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement or the proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
By Order of the Board of Directors
Paulette A. Strunk
Secretary
Pottstown, Pennsylvania
March 24, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
19
<PAGE>
REVOCABLE PROXY
PATRIOT BANK CORP.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
2:00 p.m. Eastern Standard Time
The undersigned hereby appoints the official proxy committee of the Board of
Directors of Patriot Bank Corp. (the "Company"), each with full power of
substitution, to act as attorneys and proxies for the undersigned, and to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders, to be held on April 24, 1997,
at 2:00 p.m. Eastern Standard Time, at Brookside, Prospect and Adams Streets,
Pottstown, Pennsylvania, and at any and all adjournments thereof, as follows:
1. The election as directors of all nominees FOR VOTE WITHHELD
listed (except as marked to the [_] [_]
contrary below)
John H. Diehl, Samuel N. Landis and
Joseph W. Major
INSTRUCTION: To withhold your vote for any
individual nominee, write that nominee's
name on the line provided below:
2. The ratification of the appointment FOR AGAINST ABSTAIN
of Grant Thornton LLP as independent [_] [_] [_]
auditors of Patriot Bank Corp. for
the fiscal year ending December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE
LISTED PROPOSALS.
Please be sure to sign and date Date
this Proxy in the box below. ----------------------------
Stockholder sign above Co-holder (if any) sign above
- --------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the
proposals listed. If any other business is presented at the Annual
Meeting, including whether or not to adjourn the meeting, this proxy
will be voted by those named in this proxy in their best judgment. At
the present time, the Board of Directors knows of no other business to
be presented at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders
and of a Proxy Statement dated March 24, 1997 and of the Annual Report
to Stockholders.
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder may
sign but only one signature is required.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
