<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c)
or Subsection 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
PATAPSCO BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] NO FEE REQUIRED
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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:
____________________________________________<PAGE>
<PAGE>
[LETTERHEAD]
September 30, 1998
Dear Stockholder:
You are invited to attend the annual meeting of
stockholders of Patapsco Bancorp, Inc. to be held at Dundalk
Community College in Room 800 A of the Business and Industry
Building located at 7200 Sollers Point Road, Dundalk, Maryland,
on Thursday, October 22, 1998 at 10:00 a.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
wholly owned subsidiary, The Patapsco Bank. Directors and
officers of the Company will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
/s/ Joseph J. Bouffard
Joseph J. Bouffard
President<PAGE>
<PAGE>
_________________________________________________________________
PATAPSCO BANCORP, INC.
1301 MERRITT BOULEVARD
DUNDALK, MARYLAND 21222-2194
(410) 285-1010
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 22, 1998
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Patapsco Bancorp, Inc.
(the "Company") will be held at Dundalk Community College in
Room 800 A of the Business and Industry Building, located at
7200 Sollers Point Road, Dundalk, Maryland, on Thursday, October
22, 1998 at 10:00 a.m.
A Proxy Statement and form of proxy for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of two directors of the Company;
and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on September 18, 1998 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying
form of proxy which is solicited by the Board of Directors and
to mail it promptly in the accompanying envelope. The proxy
will not be used if you attend and vote at the Annual Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Theodore C. Patterson
THEODORE C. PATTERSON
SECRETARY
Dundalk, Maryland
September 30, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
ENSURE A QUORUM. THE ACCOMPANYING FORM OF PROXY IS ACCOMPANIED
BY A SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
PATAPSCO BANCORP, INC.
1301 MERRITT BOULEVARD
DUNDALK, MARYLAND 21222-2194
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1998
_________________________________________________________________
_________________________________________________________________
GENERAL
_________________________________________________________________
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Patapsco
Bancorp, Inc. (the "Company") to be used at the annual meeting
of stockholders (the "Annual Meeting") which will be held at
Dundalk Community College in Room 800 A of the Business and
Industry Building, located at 7200 Sollers Point Road, Dundalk,
Maryland, on Thursday, October 22, 1998 at 10:00 a.m. This
proxy statement and the accompanying notice and form of proxy
are being first mailed to stockholders on or about September 30,
1998.
_________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
_________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by properly executed proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to Dr. Theodore C. Patterson, Secre-
tary of the Company, at the address shown above, by filing a
later dated proxy prior to a vote being taken on a particular
proposal at the Annual Meeting or by attending the Annual
Meeting and voting in person. The presence of a stockholder at
the Annual Meeting will not in itself revoke such stockholder's
proxy.
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, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and matters incident to the conduct of the Annual Meeting. If
any other business is presented at the Annual Meeting, proxies
will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. Shares
held in street name which have been designated by brokers on
proxies as not voted will not be counted as votes cast. Proxies
marked as abstentions or as broker non-votes, however, will be
treated as shares present for purposes of determining whether a
quorum is present.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, $.01 par value per share
(the "Common Stock"). Stockholders of record as of the close of
business on September 18, 1998 (the "Record Date") are entitled
to one vote for each share of Common Stock then held. At the
Record Date, the Company had 362,553 shares of Common Stock
issued and outstanding. The presence, in person or by proxy, of
at least a majority of the total number of shares of Common
Stock outstanding and entitled to vote will be necessary to
constitute a quorum at the Annual Meeting.
-1-<PAGE>
<PAGE>
Persons and groups beneficially owning in excess of 5% of
the Common Stock are required to file certain reports regarding
such ownership pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The following table sets forth,
as of September 18, 1998, certain information as to the Common
Stock believed by management to be beneficially owned by persons
owning in excess of 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- ------------------ ------------ ------------
<S> <C> <C>
Patapsco Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP")
1301 Merritt Boulevard
Dundalk, Maryland 21224 41,341 (2) 11.4%
<FN>
__________
(1) In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934 (the "Exchange Act"), a person is deemed to be
the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has or shares voting or
investment power with respect to such Common Stock or has a
right to acquire beneficial ownership at any time within 60
days from the Record Date. As used herein, "voting power" is
the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the
disposition of shares.
(2) These shares are held in a suspense account for future
allocation among participating employees as the loan used to
purchase the shares is repaid. The ESOP trustees, currently
Directors McGowan, Patterson and Kinghorn, vote all allocated
shares in accordance with instructions of the participants.
Unallocated shares and shares for which no instructions have
been received are voted by the ESOP trustees in the same
ratio as participants direct the voting of allocated shares
or, in the absence of such direction, as directed by the
Company's Board of Directors. At the Record Date, 12,574
shares had been allocated.
</FN>
</TABLE>
_________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
_________________________________________________________________
GENERAL
The Company's Board of Directors currently consists of
eight members. The Company's Bylaws provide that no person
shall be eligible for election, reelection, appointment, or
reappointment to the board of directors if such person is then
more than 72 years of age and that no director shall serve
beyond the annual meeting of the Company immediately following
his attainment of 72 years of age. Accordingly, Directors
Joseph N. McGowan and Robert M. Lating, whose terms as directors
will expire at the Annual Meeting, will not be eligible to stand
for reelection at the Annual Meeting, and the Board of Directors
voted to decrease the number of directors from eight to six,
effective on the date of the Annual Meeting.
The Company's Articles of Incorporation require that
directors be divided into three classes, as nearly equal in
number as possible, with approximately one-third of the
directors elected each year. Absent any further action by the
Board of Directors, the retirement of Directors McGowan and
Lating would have resulted in the number of directors comprising
each class of directors to be unequal. To rectify this
situation, Director S. Robert Kinghorn, who currently is a
member of the class of directors with terms expiring at the 1999
annual meeting of stockholders, has resigned from that class of
directors, effective on the date of the Annual Meeting, and the
Board of Directors has nominated Mr. Kinghorn for election as a
director as part of the class of directors with terms expiring
at the 2001 annual meeting of stockholders. The Board of
Directors has also nominated Thomas P. O'Neill as a director for
a term expiring at the 2001 annual meeting of stockholders. If
both nominees are elected at the Annual Meeting, each class of
directors will consist of two members. Under the Company's
Articles of Incorporation, directors are elected by a plurality
of the votes cast at a meeting at which a quorum is present.
-2-<PAGE>
<PAGE>
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
The following table sets forth, for each nominee for
director and continuing director of the Company, as well as for
each of the two directors retiring effective at the Annual
Meeting, his or her age, the year he or she first became a
director of The Patapsco Bank (the "Bank"), which is the
Company's principal operating subsidiary, and the expiration of
his or her term as a director. All such persons were appointed
as directors in 1995 in connection with the incorporation and
organization of the Company. Each director of the Company also
is a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION> YEAR FIRST
AGE AT ELECTED AS CURRENT
JUNE 30, DIRECTOR OF TERM
NAME 1998 THE BANK TO EXPIRE
- ---- ----------- ------------ ---------
<S> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
S. Robert Kinghorn 65 1989 1999 (1)
Thomas P. O'Neill 45 1995 1998
DIRECTORS CONTINUING IN OFFICE
Douglas H. Ludwig 60 1992 1999
Theodore C. Patterson 66 1979 1999
Joseph J. Bouffard 48 1995 2000
Nicole N. Kantorski 40 1993 2000
DIRECTORS RETIRING AT ANNUAL MEETING
Robert M. Lating 72 1990 1999
Joseph M. McGowan 71 1983 1999
<FN>
__________
(1) Mr. Kinghorn has resigned from the class of directors with
terms expiring at the 1999 annual meeting of stockholders,
effective on the date of the Annual Meeting, in order to
stand for election at the Annual Meeting for a term expiring
at the 2001 annual meeting of stockholders.
</FN>
</TABLE>
Set forth below is information concerning the Company's
directors. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
S. ROBERT KINGHORN is Chairman of the Board of Directors
of both the Company and the Bank. He retired in May 1992 after
33 years of service with Bethlehem Steel Corporation where he
served in several management positions. Most recently, he
served for ten years as Controller of Bethlehem's Sparrows Point
Plant. Mr. Kinghorn is a past member of the Board of Directors
of the Baltimore County Police Foundation and has served on his
local Neighborhood Improvement Association. He is a member of
the Sparrows Point Country Club where he was elected to two
three-year terms on the Board of Governors and served two years
as President and three years as Treasurer.
THOMAS P. O'NEILL is the managing partner of the regional
accounting firm of Wolpoff & Company, LLP. He joined the firm
as a staff accountant in 1974 and became a partner in 1983. Mr.
O'Neill is a member of the American Institute of Certified
Public Accountants, the Maryland Association of Certified Public
Accountants and the Pennsylvania Associates of Certified Public
Accountants. He has served on the boards of many charitable and
civic groups and is currently a board member of the Notre Dame
Preparatory School and the St. Ambrose Housing Aid Center.
-3-<PAGE>
<PAGE>
DOUGLAS H. LUDWIG served as a teacher, counselor and
principal in the high schools of the southeast area of the
Baltimore County Public Schools until his retirement in 1992.
Mr. Ludwig has been active in many community organizations
during his 46 years of residence in Dundalk.
THEODORE C. PATTERSON is Secretary of both the Company
and the Bank and is a retired physician. Prior to his
retirement in September 1996, he was the Medical Director of
Meridian-Heritage Nursing Center and staff physician at the Fort
Howard V.A. Medical Center. He is the recipient of many awards
including Dundalk Citizen of the Year for 1990, Baltimore County
Physician Community Service Award, University of Maryland School
of Medicine Dedicated Service Award, and most recently, the
Distinguished Service Award given by the University of Maryland
Medical Alumni Association. He has held leadership positions in
a number of community organizations.
JOSEPH J. BOUFFARD joined the Bank's predecessor, Patapsco
Federal Savings and Loan Association (the "Association"), in
April, 1995 as its President and Chief Executive Officer. Prior
to joining the Association, from December 1990 Mr. Bouffard was
Senior Vice President of The Bank of Baltimore, and its
successor, First Fidelity Bank. Prior to that, he was
President of Municipal Savings Bank, FSB in Towson, Maryland.
He is a current Board member of the Dundalk Community College
Foundation and the Eastern Baltimore County Chamber of Commerce.
He is a former chairman of the Board of Governors of the
Maryland Mortgage Bankers Association. He served as Treasurer
of the Neighborhood Housing Services of Baltimore and was a
charter member and Treasurer of the TowsonTowne Rotary Club.
NICOLE N. KANTORSKI is Budget Director for the Baltimore
County Police Department, a position she has held since 1988,
except for six months in 1992, during which time she served as
Chief of Staff to the Baltimore County Executive. On a part-
time basis, Ms. Kantorski is a practicing attorney and is also a
Certified Public Accountant.
ROBERT M. LATING is President and Manager of Model Realty
and a partner in C&L Associates, an apartment complex management
group in Baltimore, Maryland. He is a past member of the
Dundalk Rotary Club and a current member of the Dundalk
Association of Business. Mr. Lating will retire as a director
of the Company and the Bank effective at the Annual Meeting and
will continue to serve the Company and the Bank as an Advisory
Director.
JOSEPH N. MCGOWAN is Vice Chairman of the Board of
Directors of both the Company and the Bank and is Director of
Training for the Baltimore County Police Department. He is a
Past President of the Board of Education of Baltimore County,
Maryland Association of Boards of Education, the Baltimore
County Police Athletic League, the Baltimore County Police
Foundation and the Board of Governors of the Sparrows Point
Country Club. Mr. McGowan is also a member of the Engineers
Club of Sparrows Point. Mr. McGowan will retire as a director
of the Company and the Bank effective at the Annual Meeting and
will continue to serve the Company and the Bank as an Advisory
Director.
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Bank who do not serve on the Board of
Directors.
<TABLE>
<CAPTION>
AGE AT
JUNE 30,
NAME 1998 TITLE WITH THE BANK
- ---- -------- ------------------
<S> <C> <C>
Debra L. Brockschmidt 42 Vice President - Operations
Frank J. Duchacek, Jr. 54 Vice President - Commercial Lending
Timothy C. King 36 Vice President and Controller
John W. McClean 54 Vice President - Real Estate Lending
Joseph R. Sallese 63 Vice President - Consumer Lending
</TABLE>
-4-
<PAGE>
<PAGE>
DEBRA L. BROCKSCHMIDT has served in various capacities
since joining the Bank in 1974 and has served in her present
capacity as Vice President of Operations since 1992. Ms.
Brockschmidt is Secretary and the former President of the
Breakfast Optimist Club of Dundalk, Lieutenant Governor of the
Maryland-South Delaware Optimist District, Vice President of
the Dundalk Association of Business, Inc. and Director of the
Maryland Institute of Financial Education. She is a past member
of the Management Studies Advisory Board of Dundalk Community
College, the Eastern Baltimore Area Chamber of Commerce, the
North Point Peninsula Community Coordinating Council and the
Sandy Plains Elementary School Improvement Team and various
boards and committees of the Patapsco United Methodist Church.
FRANK J. DUCHACEK, JR. joined the Bank in February 1996 as
its Vice President of Commercial Lending. Prior to that time,
Mr. Duchacek was a credit underwriter and business development
officer for First Union Bank, successor of First Fidelity Bank,
N.A. From 1989 to 1993, Mr. Duchacek was a department manager
for commercial lending at Provident Bank of Maryland. During
the preceding 28 years, Mr. Duchacek occupied various lending
and management positions with Union Trust Bank and its
successor, Signet Bank, Maryland. Mr. Duchacek served as a
member of the Maryland Home Improvement Commission and currently
is active with the Greater Kingsville Civic Association and St.
John's Episcopal Church in Kingsville, Maryland.
TIMOTHY C. KING has served as Controller since he joined
the Bank in April 1995. From November 1994 to January 1995, Mr.
King was the Assistant Controller of Saint Casimirs Savings Bank
in Baltimore, Maryland, and, prior to that, he was the Chief
Financial Officer and Treasurer of Capital Savings Bank, F.S.B.
in Timonium, Maryland from 1988 through October 1994.
JOHN W. MCCLEAN joined the Bank in August 1995 as its Vice
President of Real Estate Lending. From January 1994 to August
1995, Mr. McClean was a self-employed business consultant.
Prior to engaging in his own business, Mr. McClean was employed
by Baltimore Bancorp from December 1990 as Vice President of the
Bank of Baltimore's Asset Management and Disposition Group and
from December 1985 as Senior Vice President and Chief Lending
Officer of Municipal Savings Bank. Prior to that, Mr. McClean
spent 20 years working for First National Bank of Maryland in
the Commercial Real Estate Department. Mr. McClean is a past
president of the Maryland Mortgage Bankers Association and has
served on the Board of Neighborhood Housing Services of
Baltimore. He is the Vice President of Finance of the Baltimore
County Volunteer Firemen's Association and past president and
current member of the Board of Directors of the Providence
Volunteer Fire Company.
JOSEPH R. SALLESE joined the Bank in May 1995 as Vice
President of Consumer Lending. Prior to that time, Mr. Sallese
was Vice President - Indirect Lending with the Bank of Baltimore
and its successor, First Fidelity Bank, for over 35 years. Mr.
Sallese currently serves on the Board of Directors and is the
Treasurer of the Maryland Improvement Contractor's Association
(MICA), a trade association for home improvement contractors.
Mr. Sallese serves on the Finance Committee of Our Lady of Hope
Church and is a former Treasurer of its Home and School
Association.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company holds regular
monthly meetings and holds special meetings as needed. During
the year ended June 30, 1998, the Board of Directors of the
Company met 14 times. No director of the Company attended fewer
than 75% in the aggregate of the total number of Board meetings
held while he was a member during the year ended June 30, 1998
and the total number of meetings held by committees on which he
or she served during such fiscal year.
The Board of Directors' Audit Committee consists of
Directors Bouffard, Ludwig and Kantorski, who serves as
Chairperson. The Committee met seven times during the year
ended June 30, 1998 to examine and approve the audit report
prepared by the independent auditors of the Company, to review
and recommend the independent auditors to be engaged by the
Company, to review the internal audit function and internal
accounting controls, and to review and approve Company policies.
-5-<PAGE>
<PAGE>
The Company's full Board of Directors acts as a nominating
committee. The Company's full Board of Directors met once as a
Nominating Committee during the year ended June 30, 1998. In
its deliberations, the Board, functioning as a nominating
committee, considers the candidate's knowledge of the banking
business and involvement in community, business and civic
affairs, and also considers whether the candidate would provide
for adequate representation in its market area. The Company's
Articles of Incorporation set forth procedures that must be
followed by stockholders seeking to make nominations for
directors. In order for a stockholder of the Company to make
any nominations, he or she must give written notice thereof to
the Secretary of the Company not less than thirty days nor more
than sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is
given to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Company not later
than the close of business on the tenth day following the day on
which notice of the meeting was mailed to stockholders. Each
such notice given by a stockholder with respect to nominations
for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each
nominee proposed in such notice; (ii) the principal occupation
or employment of each such nominee; and (iii) the number of
shares of stock of the Company which are beneficially owned by
each such nominee. In addition, the stockholder making such
nomination must promptly provide any other information
reasonably requested by the Company.
The Board of Directors' Compensation Committee consists of
Directors McGowan, Kinghorn, Patterson, Bouffard and O'Neill.
The Compensation Committee evaluates the compensation and
benefits of the directors, officers and employees, recommends
changes, and monitors and evaluates employee performance. The
Compensation Committee met five times during the fiscal year
ended June 30, 1998.
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation for the fiscal years ended June 30, 1998, 1997 and
1996 awarded to or earned by the Chief Executive Officer for
services rendered in all capacities to the Company and the Bank
during those years. No other executive officer of the Company
earned salary and bonus in fiscal 1998 exceeding $100,000 for
services rendered in all capacities to the Company and the Bank.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) ----------------------
NAME AND --------------------------------- RESTRICTED SECURITIES
PRINCIPAL FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
- --------- ------ ------ ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph J. Bouffard 1998 $100,002 $23,300 $6,000 (2) $ -- -- $27,101 (4)
President and CEO 1997 89,265 -- 6,000 85,745 (3) 6,743 11,115
1996 87,600 3,369 6,000 -- -- 10,552
</TABLE>
__________
(1) Executive officers of the Bank receive indirect
compensation in the form of certain perquisites and other
personal benefits. The amount of such benefits received by
the named executive officers in fiscal 1997 did not
exceed 10% of the executive officer's salary and bonus.
(2) Consists of an automobile allowance.
(3) Value shown in the table is based on the closing price of
the Common Stock of $27.50 as quoted on the National
Quotation Bureau "Pink Sheets" on the date of grant,
October 11, 1996. The restricted Common Stock awarded
vests at the rate of 20% per year following the date of
grant, with the first 20% having vested on October 11,
1997. In addition, during the year ended June 30, 1998,
the Management Recognition Plan ("MRP") Trust used cash it
received from dividends on shares of restricted Common
Stock awarded on October 11, 1996 to purchase an additional
663 shares of restricted Common Stock for Mr. Bouffard's
account. Such shares vest on the same schedule as the
October 11, 1996 award shares to which the dividends were
attributable. As of June 30, 1998, based on the closing
sale price of the Common Stock of $33.375 as reported on
the National Quotation Bureau "Pink Sheets," the aggregate
value of the 3,158 shares of restricted Common Stock held
by Mr. Bouffard was $105,398. In addition, at June 30,
1998, the Company's MRP Trust held $13,282 in cash
representing accrued dividends for the benefit of Mr.
Bouffard. In the event the Company pays dividends with
respect to its Common Stock, when shares of restricted
stock vest and/or are distributed, the holder will be
entitled to receive any cash dividends and a number of
shares of Common Stock equal to any stock dividends,
declared and paid
-6-<PAGE>
<PAGE>
with respect to a share of restricted Common Stock between
the date the restricted stock was awarded and the date the
restricted stock is distributed, plus interest on cash
dividends, provided that dividends paid with respect to
unvested restricted stock must be repaid to the Company in
the event the restricted stock is forfeited prior to
vesting.
(4) For fiscal year 1998, such amount represents the value of
shares of Common Stock allocated to Mr. Bouffard's account
under the ESOP, based on the closing price of the Common
Stock of $33.375 as quoted on the National Quotation Bureau
"Pink Sheets" on June 30, 1998.
Year-End Option Values. The following table sets forth
information concerning the value as of June 30, 1998 of options
held by the executive officer named in the Summary Compensation
Table set forth above.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Joseph J. Bouffard 1,685/6,744 $24,374/$97,552
<FN>
___________
(1) Based on the difference between the fair market value of the underlying
Common Stock of $33.375 as quoted on the National Quotation Bureau "Pink
Sheets" on June 30, 1998 and the exercise price of $18.91 per share.
</FN>
</TABLE>
No options were granted to or exercised by the named
executive officer during the year ended June 30, 1998, and no
options held by any executive officer of the Company repriced
during the past ten full fiscal years.
DIRECTOR COMPENSATION
General. Each member of the Company's Board of Directors
receives a fee of $400 for each regular and special meeting
attended of the Company's Board of Directors and $200 for each
meeting attended of a committee of either the Company's or the
Bank's Board of Directors. No fees are paid for attendance at
meetings of the Bank's Board of Directors. The Chairman of the
Board receives an additional $500 per month. Directors also
participate in the Company's 1996 Stock Option and Incentive
Plan (the "Option Plan") Management Recognition Plan (the
"MRP"), Incentive Compensation Plan (the "ICP") and The Patapsco
Bank Retirement Plan for Non-Employee Directors (the "Retirement
Plan"). Directors did not receive any awards under the Option
Plan, the MRP or the ICP during the year ended June 30, 1998.
Director Retirement Plan. The Bank's Board of Directors
has adopted a retirement plan (the "Directors' Plan"), for each
non-employee director (i) who is a voting member of the Bank's
Board of Directors at any time on or after September 28, 1995,
which is the plan's effective date, and (ii) who is not an
employee on the date of being both nominated and elected or
reelected to the Bank's Board of Directors. Under the
Directors' Plan, a participant who terminates service as a
voting member of the Bank's Board of Directors will receive a
payment equal to the product of his or her "Benefit Percentage,"
his or her "Vested Percentage," and $60,000 (as indexed after
1995 for cost-of-living changes). A participant's "Benefit
Percentage" increases from 0% for less than five years of
service on the Bank's Board of Directors to 30% for five years
of service, and thereafter in additional increments of 7% for
each year of service from six to fourteen years, to 100% for
fifteen or more years of service. A participant's "Vested
Percentage" begins at 50%, increases to 75% upon completion of
one year of service following the effective date, and becomes
100% if the participant completes a second year of service
following the effective date. However, a participant's Vested
Percentage becomes 100% regardless of his or her years of
service in the event the participant terminates service on the
Bank's Board of Directors due to death, "disability," retirement
at or after age 72, or in the event of a "change in control" (as
such terms are defined in the Directors' Plan). The provision
accelerating a participant's Vested Percentage due to a change
in control may have the effect of deferring a hostile change in
control by increasing the costs of acquiring control.
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Each participant may elect to receive his or her plan
benefits either in a lump sum cash payment or in substantially
equal annual payments over a period of up to ten years, in which
event the undistributed portion of the participant's benefits
will be credited with an annual rate of return equal to the
Bank's highest rate of interest on certificates of deposit
having a one year term. If a participant dies, his or her
beneficiary will receive the participant's benefits in a lump
sum (unless the participant elects a distribution period of up
to ten years).
The Bank will pay all plan benefits from its general
assets, and expects to establish a trust in the event of a
change in control of the Bank. All expenses associated with the
implementation and maintenance of the trust will be paid by the
Bank. The Bank will fund the trust through a lump sum deposit
of an amount that is projected to be sufficient to pay each
director the benefits to which he or she is entitled pursuant to
the Directors' Plan as of the date of the change in control.
Trust assets will be subject to the claims of the Bank's general
creditors.
During the year ended June 30, 1998, $7,242, $7,142,
$7,093, $7,193, $5,692, $6,842 and $3,242 were accrued under the
Directors' Plan for the benefit of Directors Kinghorn,
Kantorski, Lating, Ludwig, McGowan, O'Neill and Patterson,
respectively.
EMPLOYMENT AGREEMENTS
Effective April 1, 1996, the Company and the Bank entered
into employment agreements (the "Employment Agreements") with
Mr. Joseph J. Bouffard, President and Chief Executive Officer of
the Bank and of the Company. In such capacities, Mr. Bouffard
is responsible for overseeing all operations of the Bank and the
Company, and for implementing the policies adopted by the Boards
of Directors of the Company and the Bank. The Employment
Agreements provide for a term of three years. On each
anniversary date from the date of commencement of the Employment
Agreements, the term of Mr. Bouffard's employment under the
Employment Agreements may be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors that Mr. Bouffard's
performance has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide Mr. Bouffard with a salary review by the
Boards of Directors not less often than annually, as well as
with inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits and vacation and sick
leave. Mr. Bouffard's base salary currently is $100,000. The
Employment Agreements will terminate upon Mr. Bouffard's death
or disability, and are terminable by the Bank for "just cause"
as defined in the Employment Agreements. In the event of
termination for just cause, no severance benefits are available.
If the Company or the Bank terminates Mr. Bouffard without just
cause, he will be entitled to a continuation of his salary and
benefits from the date of termination through the remaining
terms of the Employment Agreements plus an additional 12-month
period (but not, from the Bank, in excess of three times his
five years' average compensation). If the Employment Agreements
are terminated due to Mr. Bouffard's "disability" (as defined in
the Employment Agreements), he will be entitled to a
continuation of his salary and benefits through the date of such
termination, including any period prior to establishment of Mr.
Bouffard's disability. In the event of Mr. Bouffard's death
during the term of the Employment Agreements, his estate will be
entitled to receive his salary through the last day of the month
in which his death occurs.
The Employment Agreements provide that in the event of Mr.
Bouffard's involuntary termination of employment in connection
with, or within one year after, any "change in control" (as
defined in the Employment Agreements) of the Bank or the
Company, other than for "just cause," Mr. Bouffard will be paid
within 10 days of such termination an amount equal to the
difference between (i) 2.99 times his "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code, and (ii) the
sum of any other parachute payments, as defined under Section
280G(b)(2) of the Internal Revenue Code, that Mr. Bouffard
receives on account of the change in control. The Employment
Agreement with the Bank provides that within five business days
before or after a change in control which was not approved in
advance by a resolution of a majority of the Continuing
Directors, the Bank shall fund, or cause to be funded, a trust
in the amount of 2.99 times Mr. Bouffard's base amount, that
will be used to pay Mr. Bouffard
-8-<PAGE>
<PAGE>
amounts owed to him upon termination, other than for just cause.
The Employment Agreements also provide for a similar lump sum
payment to be made in the event of Mr. Bouffard's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by Mr. Bouffard. Such
events generally relate to a reduction in Mr. Bouffard's salary,
benefits or duties. The aggregate payments that would be made
to Mr. Bouffard assuming his termination of employment under the
foregoing circumstances at June 30, 1998 would have been
approximately $299,000. These provisions may have an anti-
takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. In the event that
Mr. Bouffard prevails over the Company and the Bank in a legal
dispute as to the Employment Agreements, he will be reimbursed
for his legal and other expenses.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
In January 1998, in order to provide Joseph J. Bouffard
(the "Executive") with supplemental retirement benefits and
thereby encourage his continuing service as President and Chief
Executive Officer of the Company and the Bank, the Bank has
entered into a Supplemental Executive Retirement Agreement (the
"SERA") with the Executive. Pursuant to the terms of the SERA,
the Bank established an account in the name of the Executive to
which the Bank credited or will credit $10,185 on February 1,
1998 and $439 on the first day of each subsequent month;
provided that no credits shall be made after the date on which
the Executive ceases to be an employee. For each calendar year,
the value of this account will appreciate or depreciate as if
the account was invested in, at the election of the Executive,
the highest rate paid by the Bank on certificates of deposit
having a term of one year, a fund that invested in the Common
Stock or a mutual fund agreed upon by the Bank and the
Executive. Amounts credited to the Executive's account are
unvested and forfeitable until the earlier of one of the
following events (at which time the Executive becomes fully
vested in his account): (i) the Executive's continued status as
an employee through April 2, 2000; (ii) termination of the
Executive's status as an employee due to his death or
disability; or (iii) termination of the Executive's status as an
employee either without Just Cause (as defined in the Employment
Agreements) or on or after a Change in Control (as defined in
the Employment Agreements).
Upon his termination of employment from the Bank for a
reason other than Just Cause, the balance in his account will be
paid to the Executive either in a lump sum or in substantially
equal annual installments over a period of up to ten years, with
the first installment due on the first day of the second month
after he leaves employment. If the Executive's employment with
the Bank is terminated for Just Cause, he will forfeit the right
to receive any payments pursuant to the SERA. In the event of a
Change in Control, the present value of the benefits to which he
is entitled shall be payable to the Executive in accordance with
his distribution election form.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors and officers.
These loans currently are made in the ordinary course of
business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, the Bank's loans to directors and executive
officers are required to be made on substantially the same
terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the
normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in
advance by a disinterested majority of the Board of Directors.
At June 30, 1998, the Bank's loans to directors and executive
officers totaled $206,000, or 2.3% of the Company's
stockholders' equity, at that date.
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________________________________________________________________
SECURITY OWNERSHIP OF MANAGEMENT
________________________________________________________________
The following table sets forth, as of the Record Date, the
beneficial ownership of the Company's Common Stock by each of
the Company's directors and nominees, the sole executive officer
named in the Summary Compensation Table and by all directors and
executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
BENEFICIAL COMMON STOCK
NAME OWNERSHIP (1) OUTSTANDING
---- ------------- ------------
<S> <C> <C>
Joseph J. Bouffard 12,091 (2) 3.3%
S. Robert Kinghorn 6,210 (3) 1.7
Nicole N. Kantorski 3,454 1.0
Robert M. Lating (4) 6,560 1.8
Douglas H. Ludwig 4,831 (5) 1.3
Joseph N. McGowan (4) 2,723 0.7
Thomas P. O'Neill 3,027 (6) 0.8
Theodore C. Patterson 5,840 1.6
All Executive Officers and
Directors as a Group
(13 persons) 76,457 (7) 20.0
<FN>
____________
(1) For the definition of beneficial ownership, see footnote 1
to the table in "Voting Securities and Principal Holders
Thereof." Unless otherwise indicated, ownership is direct
and the named individual exercises sole voting and
investment power over the shares listed as beneficially
owned by such person. Amounts shown include 3,371, 906,
650, 2,106, 778, 1,681, 702, 886 and 19,511 shares which may
be acquired by Directors Bouffard, Kinghorn, Kantorski,
Lating, Ludwig, McGowan, O'Neill and Patterson, and by all
directors and executive officers of the Company as a group,
respectively, upon the exercise of options exercisable
within 60 days of the Record Date. Amounts shown include
3,158, 704, 704, 704, 704, 704, 188 and 704 shares of
restricted Common Stock which are beneficially owned by
Directors Bouffard, Kinghorn, Kantorski, Lating, Ludwig,
McGowan, O'Neill and Patterson, respectively, and held in
the MRP Trust. Does not include shares with respect to
which Directors McGowan, Kinghorn and Patterson have "voting
power" by virtue of their positions as trustees of the
trusts holding 41,341 shares under the Company's ESOP and
14,694 shares under the MRP. Shares held by the ESOP trust
and allocated to the accounts of participants are voted in
accordance with the participants' instructions, and
unallocated shares are voted in the same ratio as ESOP
participants direct the voting of allocated shares or,
in the absence of such direction, in the ESOP trustees' best
judgment. The shares held by the MRP trust are voted in the
same proportion as the ESOP trustees vote the shares held in
the ESOP trust.
(2) Includes 100 shares owned by Mr. Bouffard's wife, 100 shares
owned by Mr. Bouffard's wife as custodian for their son and
100 shares owned by Mr. Bouffard's son.
(3) Consists of 4,500 shares owned by a trust of which Mr.
Kinghorn and his wife are trustees.
(4) Messrs. Lating and McGowan will retire as directors of the
Company and the Bank effective at the Annual Meeting and
will continue to serve the Company and the Bank as Advisory
Directors.
(5) Includes 349 shares owned by Mr. Ludwig's wife.
(6) Includes 100 shares owned by Mr. O'Neill as custodian for
his daughter.
(7) Includes shares held by certain directors and executive
officers as custodian under the Uniform Transfer to Minors
Act and by their spouses as set forth above. The amount
shown includes 7,534 shares of Common Stock allocated to the
accounts of all executive officers and directors
as a group under the ESOP.
</FN>
</TABLE> -10-
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________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Anderson Associates, LLP which was the Company's
independent certified public accounting firm for the 1998 fiscal
year, has been retained by the Board of Directors to be the
Company's auditors for the 1999 fiscal year. A representative
of Anderson Associates, LLP is expected to be present at the
Annual Meeting and will have the opportunity to make a statement
if he or she so desires.
On March 11, 1998, the Company, with the approval of its
Board of Directors, dismissed its independent public auditors,
KPMG Peat Marwick L.L.P. ("KPMG"), and engaged Anderson
Associates, LLP ("Anderson") effective March 11, 1998 to perform
such function. KPMG's reports on the Company's financial
statements for the fiscal year ended June 30, 1997 did not
contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles. During the fiscal year ended June 30,
1997 and the interim period through March 11, 1998 (the date of
dismissal), there were not any disagreements between the Company
and KPMG on any matter of accounting principles or practices,
consolidated financial statement disclosure or audit scope or
procedure.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers, directors and persons who own more
than 10 percent of the outstanding Common Stock ("Reporting
Persons") are required to file reports detailing their ownership
and changes of ownership in such Common Stock (collectively,
"Reports"), and to furnish the Company with copies of all such
Reports. Based solely on its review of the copies of such
Reports or written representations that no such Reports were
necessary that the Company received during the past fiscal year
or with respect to the last fiscal year, management believes
that during the fiscal year ended June 30, 1998, all of the
Reporting Persons complied with these reporting requirements,
except that Joseph N. McGowan, a director of the Company, filed
one late Report with respect to a single transaction in the
Common Stock.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this proxy statement and matters incident to
the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is
intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the determination of a
majority of the Board of Directors.
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation.
The Company's 1998 Annual Report to Stockholders,
including financial statements, is being mailed to all
stockholders of record as of the close of business on the Record
Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of
the Company. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been
incorporated herein by reference.
-11- <PAGE>
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________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
Under the Company's Articles of Incorporation, stockholder
proposals must be submitted in writing to the Secretary of the
Company at the address stated later in this paragraph no less
than 30 days nor more than 60 days prior to the date of such
meeting; provided, however, that if less than 40 days' notice of
the meeting is given to stockholders, such written notice shall
be delivered or mailed, as prescribed, to the Secretary of the
Company not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to
stockholders. For consideration at the Annual Meeting, a
stockholder proposal must be delivered or mailed to the
Company's Secretary no later than October 10, 1998. In order
to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the
Company's main office at 1301 Merritt Boulevard, Dundalk,
Maryland 21222-2194, no later than June 2, 1999. Any such
proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Theodore C. Patterson
THEODORE C. PATTERSON
SECRETARY
Dundalk, Maryland
September 30, 1998
________________________________________________________________
ANNUAL REPORT ON FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED JUNE 30, 1998 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO EACH
STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
CORPORATE SECRETARY, PATAPSCO BANCORP, INC., 1301 MERRITT
BOULEVARD, DUNDALK, MARYLAND 21222-2194.
________________________________________________________________
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<PAGE>
REVOCABLE PROXY
________________________________________________________________
PATAPSCO BANCORP, INC.
DUNDALK, MARYLAND
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 22, 1998
The undersigned hereby appoints Douglas H. Ludwig, Nicole
N. Kantorski and Joseph J. Bouffard, with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of Common Stock of Patapsco Bancorp, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting
of Stockholders, to be held at Dundalk Community College in Room
800 A of the Business and Industry Building, located at 7200
Sollers Point Road, Dundalk, Maryland, on Thursday, October 22,
1998, at 10:00 a.m., and at any and all adjournments thereof, as
follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
S. Robert Kinghorn
Thomas P. O'Neill
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.
_______________________
The Board of Directors recommends a vote "FOR" each of the
nominees listed above.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED PROPOSITION
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the annual meeting,
a Proxy Statement dated September 30, 1998 and an Annual Report
to Stockholders.
Dated: _______________________, 1998
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope
in which this form of proxy was mailed. When signing as
attorney, executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each holder
should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
