<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
Patriot Bank Corporation
- --------------------------------------------------------------------------------
(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 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:
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<PAGE> 2
PATRIOT BANK CORP.
HIGH & HANOVER STREETS
POTTSTOWN, PENNSYLVANIA 19464
(610) 323-1500
March 27, 2000
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 27, 2000, 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 KPMG LLP, the Company's
independent auditors for 1999, 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 because 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,
/s/ James B. Elliot
James B. Elliott
Chairman of the Board
/s/ Joseph W. Major
Joseph W. Major
President and Chief Executive Officer
<PAGE> 3
PATRIOT BANK CORP.
HIGH & HANOVER STREETS
POTTSTOWN, PENNSYLVANIA 19464
(610) 323-1500
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 2000
------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of Patriot Bank Corp. (the "Company") will be held on April 27, 2000,
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 two directors for terms of three years each or
until their successors are elected and qualified;
2. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 2000; 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 8, 2000, 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
/s/ Daine M. Davidheiser
DIANE M. DAVIDHEISER
Secretary
Pottstown, Pennsylvania
March 27, 2000
<PAGE> 4
PATRIOT BANK CORP.
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 2000
------------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of Patriot Bank
Corp. (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 27, 2000 at
2:00 p.m. at Brookside, Prospect and Adams Streets, Pottstown, Pennsylvania and
at any adjournments thereof. The 1999 Annual Report to Stockholders, including
consolidated financial statements for the fiscal year ended December 31, 1999,
accompanies this proxy statement, which is first being mailed to recordholders
on or about March 27, 2000.
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 KPMG LLP as independent auditors of the Company for the
fiscal year ending December 31, 2000.
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.
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 8, 2000 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 6,187,879 shares.
<PAGE> 5
As provided in the Company's Articles 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 Articles of Incorporation authorize the
Board of Directors to make all determinations necessary to implement and apply
the Limit, including determining whether persons or entities are acting in
concert.
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 Articles
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 Pennsylvania 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.
As to the approval of KPMG 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.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Patriot Bank 537,980(1) 8.7%
Employee Stock Ownership Plan ("ESOP")
High & Hanover Streets
Pottstown, PA 19464
Common Stock Brandes Investment Partners, L.P. 318,008(2) 5.1%
12750 High Bluff Drive
San Diego, CA 92130
Common Stock James L. Leuthe 584,158(3) 9.4%
3514 Eton Road
Allentown, PA 18104
</TABLE>
2
<PAGE> 6
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(1) Shares of Common Stock were acquired by the ESOP in the conversion. The
Personnel Compensation/ Benefits Committee of the Board of Directors
administers the ESOP. Investors 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 8, 2000,
138,874 shares had been allocated under the ESOP and 399,106 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 a Schedule 13G filed on February 12, 1999.
(3) James L. Leuthe has executed an irrevocable proxy granting the Board of
Directors the right to vote all shares of stock of the Company beneficially
owned by him. The Company has agreed with the Federal Deposit Insurance
Corporation that it will vote such shares "for" and "against" each matter in
the same percentage as all other outstanding shares of stock of the Company
are voted.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of six (6)
directors and is divided into three classes. Each of the six 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 two nominees proposed for election at this Annual Meeting are Joseph W.
Major and Samuel N. Landis. 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.
3
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF
EXPIRATION COMMON STOCK
NAME AND PRINCIPAL OCCUPATION DIRECTOR OF TERM BENEFICIALLY PERCENT
AT PRESENT AND FOR PAST FIVE YEARS AGE SINCE(1) AS DIRECTOR OWNED(2)(3)(4)(5) OF CLASS
- ---------------------------------- --- -------- ----------- ----------------- --------
<S> <C> <C> <C> <C> <C>
NOMINEES
Samuel N. Landis...................... 75 1988 2003 100,490 1.6%
Retired general contractor
Joseph W. Major....................... 44 1990 2003 223,807 3.6%
President and Chief Executive
Officer of the Company since July
1998. Prior thereto he was President
and Chief Operating Officer of the
Company and the Bank since August
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
Larry V. Thren........................ 57 1992 2001 73,491 1.2%
Vice President of Human Resources
and Support Services, Pottstown
Memorial Medical Center since 1988
James B. Elliott...................... 59 1990 2001 50,990 *
Chairman of the Board since July
1998. President of Stratecon, Inc.
James A. Bentley, Jr. ................ 41 1998 2002 21,370 *
President and CEO of Bentley Graphic
Communications since 1989
Richard A. Elko....................... 38 1999 2002 109,282 1.8%
Executive Vice President of the
Company and the Bank since January
1996. President of ZipFinancial.com,
Inc. since September 1999.
Chief Financial Officer of the
Company and the Bank from January
1996 to December 1999. Prior to his
appointment at the Company and the
Bank, Mr. Elko was Corporate
Controller at Sovereign Bancorp,
Inc.
NAMED EXECUTIVE OFFICER WHO IS NOT A
DIRECTOR
Kevin R. Pyle......................... 33 -- -- 34,956 *
Chief Credit Officer of the Bank
since March 1996. Prior thereto he
was Vice President of Berks County
Bank
Joni S. Naugle........................ 41 -- -- 7,823 *
Chief Operating Officer of the
Company and the Bank since December
1998. Prior thereto she was a Senior
Vice President for Marketing and
Retail Sales at Sovereign Bank from
1979 to April 1998 and a consultant
from April 1998 to December 1998.
Stock Ownership of all Directors and
Executive Officers as a Group (11
persons)............................ -- -- 651,318(6) 10.5%
</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.
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<PAGE> 8
(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 7,235 vested shares awarded to each outside director except Mr.
Bentley, who was awarded 1,000 shares, and 36,181, 9,600, and 1,728 vested
shares awarded to Messrs. Major, Elko, and Pyle, respectively, and 1,000
vested shares awarded to Ms. Naugle, 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. Mr.
Bentley's and Ms. Naugle's shares were awarded January 1, 1999 and December
1, 1998, respectively. The other options were awarded June 7, 1996.
(4) Includes 15,352 shares subject to options granted to Mr. Elliott, 20,352
shares subject to options granted to each of Messrs. Thren and Landis, and
101,766, 61,058, and 2,700 shares subject to options granted to Messrs.
Major, Elko, and Pyle, respectively, that are exercisable within 60 days.
Also includes 2,000 shares subject to options granted to Mr. Bentley and
2,000 shares subject to options granted to Ms. Naugle that are exercisable
within 60 days.
(5) Does not include unvested stock awards granted under the Incentive Plan
which the holder has the right to vote. Unvested shares awarded include
5,429 shares awarded to each of Messrs. Elliott, Landis and Thren, 4,000
shares awarded to Mr. Bentley, 27,136, 7,200, and 3,056 shares awarded to
Messrs. Major, Elko, and Pyle, respectively, and 4,000 shares awarded to Ms.
Naugle.
(6) Does not include a total of 62,975 unvested shares awarded under the
Incentive Plan as to which voting may be directed.
Mr. Bentley filed a Form 5 with the Securities and Exchange Commission on
February 15, 2000 with respect to exempt transactions that occurred in 1999. The
filing was due on February 14, 2000.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS.
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 1999, the Board of Directors of the Company held 12 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 1999. 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, Bentley, Landis, and Thren 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 4 times in fiscal
1999.
Nominating Committee. The Company's Nominating Committee for the 2000
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 Articles 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 27, 2000.
Compensation Committee. The Personnel Compensation/Benefits Committee of
the Company (the "Compensation Committee") consists of Messrs. Thren, Landis,
Elliott, and Bentley. The Compensation Committee meets to establish compensation
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 2 times in
fiscal 1999.
5
<PAGE> 9
Executive Committee. The Executive Committee of the Company consists of
Messrs. Elliott, Major, Landis, Bentley and Thren. The Executive Committee is
responsible for conducting the business of the Company in the absence of the
entire Board. The Executive Committee met 7 times in 1999.
Investment Committee. The Investment Committee of the Company consists of
Messrs. Elliott, Major, Elko, Bentley, and Pyle and Robert G. Philips and
Deborah L. Gibson, who are employees of the Bank. The Investment Committee is
responsible for oversight and direction of the Company's purchases of securities
and the funding of such purchases. The Investment Committee met 4 times in 1999.
Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee
consists of the entire Board of Directors. The Mergers and Acquisitions
Committee is responsible for providing guidance and direction for the
consideration of potential merger and acquisition opportunities. The Mergers and
Acquisitions Committee met 1 time in 1999.
Legal Coordinating Committee. The Legal Coordinating Committee consists of
Messrs. Thren, Elliott, and Major. The Legal Coordinating Committee is
responsible for oversight and direction in dealing with actual and potential
legal issues, including pending and threatened claims against the Company or the
Bank. The Legal Coordinating Committee met 2 times in 1999.
DIRECTORS' COMPENSATION
Directors' Fees. Nonemployee directors are currently paid annual retainers
ranging from $10,000 to $16,000, plus an additional fee ranging from $2,000 to
$6,000 to the chairman of certain committees. James B. Elliott receives an
additional fee of $15,000 as Chairman of the Board.
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, Messrs. Elliott, Landis, and
Thren were granted non-statutory options to purchase 33,921 shares of Common
Stock at an exercise price of $7.184, which was the fair market value of shares
on the effective date of the grant, as adjusted for subsequent stock splits and
stock dividends. On January 1, 1999, Mr. Bentley was awarded a non-statutory
option to purchase 10,000 shares of Common Stock at an exercise price of $11.75
per share. 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 financial services companies;
(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
6
<PAGE> 10
it serves, to its employees, customers and 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 1999, 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 companies, it was noted that competitive executive
compensation packages vary in relationship to these various subjective 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 a survey prepared by William M. Mercer, Inc.,
and assessments which review executive compensation and company performance for
publicly traded banks and thrifts. 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 nonbanking companies and
institutions.
In establishing an Executive Compensation Plan for 1999, the Executive
Committee of the institution established certain specific objectives for
executive management, which included the creation and execution of a strategic
business plan, identifying and completing acquisition opportunities,
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.
As detailed in its Mergers and Acquisitions Plan, the Company recognizes
the importance of identifying, structuring, negotiating, closing and integrating
strategic mergers and acquisitions. The Company's Board of Directors believes it
prudent to award special incentive compensation to individuals who significantly
participate in the mergers and acquisitions process. Incentives will generally
be paid upon completion of a transaction and eligible participants, as
determined by the Board of Directors, will include members of the Board of
Directors, Executive and Senior Management and other team members. All
transactions must adhere to the Company's acquisition philosophy as described in
the Mergers and Acquisitions Plan.
Because of the complexity and varying nature of any particular transaction,
the Company's Board of Directors has elected to use a subjective process for
determining the amount of awards. Upon completion of a transaction, the Chief
Executive Officer will prepare a recommendation that will be submitted to the
Compensation Committee. The recommendation will detail the participating
individuals, the amounts to be awarded and the subjective factors considered.
Compensation of the President and Chief Executive Officer. During the
course of 1999, Mr. Major, as President and Chief Executive 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, continued to
report asset quality superior to the various peer groups considered, and
completed the acquisition of First Lehigh Corporation. Consistent with these
various objective and subjective measures, the Compensation Committee increased
Mr. Major's salary to $300,000 a year, and awarded a year-end bonus of $221,699.
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
7
<PAGE> 11
Company in 1999. 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 Mr. Major was competitive with
that paid by other institutions of similar asset size. Mr. Major has an
employment contract (see "Employment Contracts").
THE COMPENSATION COMMITTEE
<TABLE>
<S> <C>
Larry V. Thren James A. Bentley, Jr.
Samuel N. Landis James B. Elliott
</TABLE>
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, the Media General Index for Savings Institutions, and
the NASDAQ Banking Index for the period beginning on December 4, 1995, through
December 31, 1999. The graph was derived from a 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, THE MG INDEX FOR
SAVINGS INSTITUTIONS AND THE NASDAQ BANKING INDEX.
SUMMARY
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
PATRIOT BANK NASDAQ MARKET NASDAQ BANKING
CORP MG GROUP INDEX INDEX-U.S. COS. INDEX
------------ -------------- --------------- --------------
<S> <C> <C> <C> <C>
12/04/95 100.00 100.00 100.00 100.00
12/31/95 128.60 101.94 99.63 148.93
12/31/96 165.85 133.04 120.46 196.62
12/31/97 319.96 223.69 147.77 332.17
12/31/98 225.67 196.10 207.72 326.14
12/31/99 213.03 157.64 311.07 314.29
</TABLE>
8
<PAGE> 12
SUMMARY
<TABLE>
<CAPTION>
COMPANY/INDEX/MARKET 12/4/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------------------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Patriot Bank Corp. ....................... 100.00 128.60 165.85 319.96 225.67 213.03
MG Group Index............................ 100.00 101.94 133.04 223.69 196.10 157.64
NASDAQ Market Index-U.S. Cos. ............ 100.00 99.63 120.46 147.77 207.72 311.07
NASDAQ Banking Index...................... 100.00 148.93 196.62 332.17 326.14 314.29
</TABLE>
- ---------------
A. The lines represent annual index levels derived from compounded daily returns
that include all dividends.
B. The indexes are reweighed daily, using the market capitalization on the
previous trading day.
C. If 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 $100.00 on 12/4/95.
Summary Compensation Table. The following table shows, for the years ended
December 31, 1999, 1998, and 1997 the cash compensation paid by the Company, as
well as certain other compensation paid or accrued for those years, to the
President and Chief Executive Officer, the Executive Vice President, and the
Chief Credit Officer of the Company and to the Chief Operating Officer for 1999
("Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------- ---------------------------------------------
AWARDS PAYOUTS
-------------------- -------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR ($)(2) ($) ($)(3) ($)(4) (#)(5) ($)(6) ($)(7)
- ------------------------------ ---- -------- -------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph W. Major............... 1999 $255,692 $221,699 $22,520
President, Chief Executive 1998 $205,000 $153,090 -- -- -- -- $25,190
Officer and Director 1997 $147,788 $ 79,047 -- -- -- -- $43,014
Richard A. Elko............... 1999 $148,796 $ 95,849 $16,638
Executive Vice President 1998 $123,375 $ 97,603 -- -- -- -- $20,265
and Director 1997 $110,000 $ 55,649 -- -- -- -- $17,472
Kevin R. Pyle................. 1999 $ 95,192 $ 35,820 $16,611 5,500 $14,852
Chief Credit Officer 1998 $ 73,832 $ 27,338 -- -- -- -- $19,210
1997 $ 64,859 $ 11,134 -- -- -- -- $17,086
Joni S. Naugle................ 1999 $110,577 $ 51,400 -- -- -- -- $ 721
Chief Operating Officer
</TABLE>
- ---------------
(1) Mr. Major was appointed as President and Chief Operating Officer in August
1995. Mr. Major was appointed as Chief Executive Officer of the Company on
June 30, 1998. Mr. Elko was appointed as Executive Vice President and Chief
Financial Officer in January 1996. Mr. Pyle was appointed Chief Credit
Officer of Patriot Bank in March 1996. Ms. Naugle was appointed Chief
Operating Officer of the Company and the Bank in December 1998.
(2) Includes compensation deferred at the election of Messrs. Major, Elko, and
Pyle and Ms. Naugle through the Company's 401(k) Plan. In 1999, $70,096 of
Mr. Major's salary and bonus and $71,827 of Mr. Elko's salary and bonus were
charged to ZipFinancial.com, Inc. for services rendered to that company by
Mr. Major and Mr. Elko.
(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. Major, Elko, and Pyle were awarded
67,842, 18,000, and 3,240 shares (as adjusted by subsequent stock dividends
and stock splits) of Common Stock, respectively, in fiscal 1996 which had a
market value on June 7, 1996, the date of grant, of $489,955, $129,996, and
$23,399. Stock Awards granted under the Incentive Plan vest in five equal
annual installments on each anniversary of the effective date of the stock
award. As of December 31, 1999, the market value of the
9
<PAGE> 13
67,842, 18,000 and 3,240 shares was $729,302, $193,500, and $34,830,
respectively. In 1999, Mr. Pyle was awarded an additional 1,760 shares which had
a market value of $16,611 at the date of grant and a market value of $18,920 at
December 31, 1999. In 1998, Ms. Naugle was awarded 5,000 shares under the
Incentive Plan with a market value on the date of grant of $43,125 and a
market value of $53,750 at December 31, 1999.
(5) Includes shares subject to options granted to Messrs. Major, Elko, Pyle and
Ms. Naugle under the Stock Option Plan. All options granted under the
Incentive Plan become exercisable in five equal annual installments on each
anniversary of the effective date of the grant.
(6) For 1999, 1998, and 1997, 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 858, 858, and 751 shares allocated to Messrs. Major, Elko, and
Pyle, respectively, for fiscal 1999 pursuant to the ESOP with a market value
of $9,224, $9,224, and $8,073, respectively. Includes $13,296, $7,414, and
$6,779 in matching and discretionary contributions by the Company to the
Company's 401(k) plan during 1999 for Messrs. Major, Elko, and Pyle,
respectively. Includes 1,568, 821, and 934 shares allocated to Messrs.
Major, Elko, and Pyle, respectively, for fiscal 1998 pursuant to the ESOP
with a market value of $18,424, $9,467, and $10,975, respectively. Includes
$11,540, $6,615, and $5,560 in matching and discretionary contributions by
the Company to the Company's 401(k) plan during 1998 for Messrs. Major,
Elko, and Pyle, respectively. Includes 1,900, 637, and 751 shares allocated
to Messrs. Major, Elko, and Pyle, respectively, for fiscal 1997 pursuant to
the ESOP with a market value of $32,300, $10,829, and $12,767, respectively,
and $9,375, $6,188 and $3,769 in matching and discretionary contributions by
the Company to the Company's 401(k) plan during 1997 for Messrs. Major,
Elko, and Pyle, respectively. Includes $721 in matching and discretionary
contributions by the Company to the Company's 401(k) plan during 1999 for
Ms. Naugle.
EMPLOYMENT AGREEMENTS
The Bank and the Company have entered into employment agreements with
Messrs. 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. Major and Elko.
The employment agreements provide for a five-year term for Messrs. 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 five 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. Major and Elko are $300,000 and
$175,000, 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
10
<PAGE> 14
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) five 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 1999 and excluding any benefits under any
employee plan which may be payable, following a change in control and
termination of employment Messrs. Major and Elko would receive approximately
$1,624,631 and $975,189, 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. Under the agreements the
Company and the Bank have agreed to pay to the Executive such additional amount,
if any, as is necessary, after the deduction of any applicable taxes, to pay any
such excise tax imposed on the Executive.
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.
The Bank has entered into employment agreements with Ms. Naugle, Mr. Pyle
and Mr. Blume having a term of three years (individually, an "Employment
Agreement"). The Employment Agreement provides that, commencing on the first
anniversary date and continuing on each anniversary date thereafter, the
disinterested members of the Board of Directors of the Bank may extend the
Employment Agreement for an additional year so that the remaining term shall be
three years, unless written notice of nonrenewal is given by the Board of
Directors after conducting a performance evaluation of the executive. The
current base salaries for Ms. Naugle, Mr. Pyle and Mr. Blume are $175,000,
$135,000, and $100,000, respectively. In addition to the base salary, the
Employment Agreement provides for, among other things, participation in stock
benefit plans and other fringe benefits applicable to executive personnel. The
Employment Agreement provides for termination by the Bank for cause as defined
in the Employment Agreement at any time. In the event the Bank chooses to
terminate the executive's employment for reasons other than for cause, or in the
event of his resignation from the Bank upon: (i) failure to reelect him to his
current offices; (ii) material change in his functions, duties or
responsibilities; (iii) a relocation of his principal place of employment by
more than 20 miles; (iv) a material reduction in the benefits and perquisites
provided to him; (v) liquidation or dissolution of the Bank or the Company; or
(vi) a breach of the Employment Agreement by the Bank or the refusal of the Bank
to extend the term of the Employment Agreement, the executive, or his
beneficiary in the event of his death, would be entitled to receive an amount
equal to the greater of (a) the remaining base salary payments due to him or (b)
three times his average annual compensation for the five most recent years that
he has been employed by the Bank. The Bank would also continue to pay for his
life, health and disability coverage for the three years following the date of
termination.
Under the Employment Agreement, upon an involuntary or voluntary
termination of the executive's employment following a change in control of the
Bank or the Company, the executive, or his beneficiary in the event of his
death, would be entitled to a severance payment equal to the greater of (i) the
payments due for the remaining term of the Employment Agreement; or (ii) three
times the average of the five preceding years' annual compensation. The Bank
would also continue his life, health and disability coverage for thirty-six
11
<PAGE> 15
(36) months. Any amounts payable under the Employment Agreement resulting from
termination of employment following a change in control would be reduced to the
extent necessary to avoid such payments constituting an excess parachute payment
under Section 280G of the Code.
The Company has entered into an employment agreement with Gary N.
Gieringer, former Chief Executive Officer of the Company, that expires on June
30, 2003. The employment agreement provides for a base salary of $100,000. In
addition to the base salary, the employment agreement provides for participation
by Mr. Gieringer in employee benefit plans generally provided to permanent full
time employees of the Company, but the Company is not required to include Mr.
Gieringer in any bonus plan, stock option plan or similar plan maintained for
the benefit of senior executives of the Company. Mr. Gieringer is provided with,
at his option, an automobile expense allowance or the use of a recent model
automobile. Mr. Gieringer is to serve as a special senior advisor to the
Company, and render such advisory and related services as may be reasonably
requested from time to time by the Chairman of the Board or its designee. Mr.
Gieringer is not required to devote more than twenty (20) hours per week to such
duties.
The employment agreement provides the Company may terminate Mr. Gieringer's
employment at any time "for cause" as defined in the employment agreement. In
the event the Company chooses to terminate Mr. Gieringer's employment for
reasons other than for cause or in the event of his resignation from the Company
upon: (i) failure to retain him as a special senior advisor to the Company, (ii)
a material change in his functions, duties or responsibilities, (iii) a
relocation of his principal place of employment by more than 20 miles, (iv) a
liquidation or dissolution of the Company, or (v) a breach of the employment
agreement by the Company, or in the event Mr. Gieringer resigns or is terminated
after a change in control of the Company, Mr. Gieringer, or his beneficiary in
the event of his death, would be entitled to continue to receive the remaining
payments during the remaining unexpired term of the employment agreement and an
amount equal to the annual contributions that would have been made on his behalf
to any employee pension benefit plans of the Company during the remaining term
of the employment agreement. The Company would also continue to pay for his
life, health and disability coverage for the remaining term of the employment
agreement.
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 provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers at December 31, 1999. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such options and the closing sale price of the Common Stock at
December 31, 1999.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTION/SARS
AT FISCAL YEAR END(#) AT FISCAL YEAR END($)
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE(1) EXERCISABLE UNEXERCISABLE(2)
- ---- ----------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C>
Joseph W. Major....................... 101,766 67,844 $362,898 $241,932
Richard A. Elko....................... 61,058 40,705 217,733 145,154
Kevin R. Pyle......................... 2,700 7,300 9,628 13,129
Joni S. Naugle........................ 2,000 8,000 -- --
</TABLE>
- ---------------
(1) The options held by Mr. Major and Mr. Elko and 4,500 options held by Mr.
Pyle have an exercise price of $7.184 and become exercisable at an annual
rate of 20% beginning June 7, 1997. The 5,500 options granted to Mr. Pyle on
June 7, 1999 have an exercise price of $9.53. The 10,000 options granted to
Ms. Naugle on December 1, 1998 have an exercise price of $12.00. The options
will expire ten (10) years from the date of grant.
12
<PAGE> 16
(2) Based on market value of the underlying stock at the fiscal year end, minus
the exercise price. The market price on December 31, 1999 was $10.75.
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. Bentley, 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.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
1999 were KPMG LLP. The Company's Board of Directors has appointed KPMG LLP as
independent auditors for the Company for the year ending December 31, 2000,
subject to ratification of such appointment by the shareholders.
Representatives of KPMG 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.
KPMG LLP was engaged on February 26, 1998 as the Company's independent
auditors for the year ending December 31, 1998. The Company's Audit Committee
selected KPMG LLP after interviewing several independent certified public
accounting firms. The Company did not consult with KPMG LLP on any matter during
the two years prior to the engagement of KPMG LLP.
The Company did not have any disagreements with the Company's former
accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the Company's last
two fiscal years or any subsequent interim period. The prior accountant's report
on the Company's financial statements for the year ended December 31, 1997 did
not contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company's independent auditors for the fiscal year ended December 31, 1997
were Grant Thornton LLP.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted FOR ratification of the appointment of KPMG LLP as the
independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
13
<PAGE> 17
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2001 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
20, 2000. 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 twenty-one (21) days notice 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
seventh day following the date on which the Company's notice to stockholders of
the annual meeting date was mailed. Nominations for directors by shareholders
must be received by the Secretary of the Company not later than the close of
business on the 90th day preceding the date of the annual meeting. 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
/s/ Diane M. Davidheiser
DIANE M. DAVIDHEISER
Secretary
Pottstown, Pennsylvania
March 27, 2000
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.
14
<PAGE> 18
/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE PATRIOT BANK CORP.
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2000
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 27, 2000 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:
FOR WITHHOLD
1. The election as directors
of all nominees listed
(except as marked to the
contrary below) / / / /
Joseph W. Major and Samuel N. Landis
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of
the appointment of KPMG
LLP as independent auditors
of Patriot Bank Corp. for
the fiscal year ending
December 31, 2000. / / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
Please be sure to sign and date this Proxy in the box below. Date
Stockholder sign above ------ Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
<PAGE> 19
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
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 27, 2000 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.
