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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PFF Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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PFF BANCORP, INC.
350 South Garey Avenue
Pomona, California 91766
(909) 623-2323
August 24, 2000
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of PFF Bancorp, Inc., the holding company for PFF Bank &
Trust, which will be held on Wednesday, September 27, 2000, at 9:00 a.m.,
Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley Avenue, Pomona,
California.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. Our directors and
officers, as well as a representative of KPMG LLP, our independent auditors,
will be present at the Annual Meeting to respond to any questions that our
stockholders may have regarding the business to be transacted.
The Board of Directors has determined that the matters to be considered at
the Annual Meeting are in the best interests of PFF Bancorp and its
stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" the nominee as director specified
under Proposal 1 and "FOR" Proposal 2.
Whether or not you expect to attend, please sign, date and return the
enclosed proxy card promptly in the postage-paid envelope provided so that your
shares will be represented. Your cooperation is appreciated since a majority of
the common stock must be represented, either in person or by proxy, to
constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all of our employees, we thank you
for your continued interest and support.
Sincerely yours,
/s/ Larry M. Rinehart
Larry M. Rinehart
President, Chief Executive Officer
and Director
<PAGE>
PFF BANCORP, INC.
350 South Garey Avenue
Pomona, California 91766
(909) 623-2323
____________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 27, 2000
____________________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of PFF Bancorp, Inc. will be held on Wednesday, September 27, 2000, at
9:00 a.m., Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley
Avenue, Pomona, California.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of one director for a term of three years or until her
successor is elected and qualified;
2. The ratification of the appointment of KPMG LLP as independent
auditors of PFF Bancorp for the fiscal year ending March 31, 2001; 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 July 31, 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 our
common stock 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. A list of stockholders
entitled to vote at the Annual Meeting will be available at our administrative
offices, 350 South Garey Avenue, Pomona, California 91766, 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/ Carole F. Olson
Carole F. Olson
Secretary
Pomona, California
August 24, 2000
<PAGE>
PROXY STATEMENT
Your vote is very important. For this reason, the Board of Directors is
requesting that you allow your common stock to be represented at the Annual
Meeting by the Proxies named in the enclosed Proxy Card. This Proxy Statement is
being sent to you in connection with this request and has been prepared for the
Board by our management. "We", "our", "PFF Bancorp" and the "Company" refer to
PFF Bancorp, Inc. "The Bank" refers to PFF Bank & Trust. The Proxy Statement is
first being sent to our stockholders on or about August 24, 2000.
GENERAL INFORMATION ABOUT VOTING
Who Can Vote. You are entitled to vote your common stock if our records
showed that you held your shares as of July 31, 2000. At the close of business
on that date, a total of 13,314,505 shares of common stock were outstanding and
entitled to vote. Each share of common stock has one vote. The enclosed Proxy
Card shows the number of shares that you are entitled to vote. Your individual
vote is confidential and will not be disclosed to persons other than those
recording the vote.
Voting By Proxies. If your common stock is held by a broker, bank or other
nominee, you will receive instructions from them that you must follow in order
to have your shares voted. You will receive instructions from your nominee.
If you hold your shares in your own name as a holder of record, you may
instruct the Proxies how to vote your common stock by signing, dating and
mailing the Proxy Card in the postage paid envelope that we have provided to
you. Of course, you can always come to the meeting and vote your shares in
person. The Proxies will vote your shares in accordance with your instructions.
If you sign and return a Proxy Card without giving specific voting instructions,
your shares will be voted as recommended by our Board of Directors.
Matters To Be Presented. We are not now aware of any matters to be
presented other than those described in this Proxy Statement. If any matters not
described in the Proxy Statement are properly presented at the meeting, the
Proxies will use their own judgment to determine how to vote your shares. If the
meeting is adjourned, the Proxies can vote your common stock on the new meeting
date as well, unless you have revoked your proxy instructions.
How You May Revoke Your Proxy Instructions. To revoke your proxy
instructions if you are a holder of record, you must advise the Secretary in
writing before the Proxies vote your common stock at the meeting, deliver later
proxy instructions, or attend the meeting and vote your shares in person. Unless
you decide to attend the meeting and vote your shares in person after you have
submitted voting instructions to the Proxies, you should revoke or amend your
prior instructions in the same way you initially gave them.
How Votes Are Counted. The Annual Meeting will be held if a majority of the
outstanding common stock entitled to vote is represented at the meeting. If you
have returned valid proxy
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instructions or attend the meeting in person, your common stock will be counted
for the purpose of determining whether there is a quorum, even if you wish to
abstain from voting on some or all matters introduced at the meeting. If you
hold your common stock through a nominee, generally the nominee may only vote
the common stock that it holds for you in accordance with your instructions.
Brokers who are members of the National Association of Securities Dealers, Inc.
may not vote shares held by them in nominee name unless they are permitted to do
so under the rules of any national securities exchange to which they belong. A
broker which has transmitted proxy soliciting materials to a beneficial owner
may vote on matters determined to be routine if the beneficial owner has not
provided the broker with voting instructions within 10 days of the meeting. If a
nominee cannot vote on a particular matter because it is not routine, there is a
"broker non-vote" on that matter. Broker non-votes count for quorum purposes,
but we do not count either abstentions or broker non-votes as votes for or
against any proposal.
Cost Of This Proxy Solicitation. We will pay the cost of this proxy
solicitation. In addition to soliciting proxies by mail, we expect that a number
of our employees will solicit stockholders for the same type of proxy,
personally and by telephone. None of these employees will receive any additional
or special compensation for doing this. We have retained Georgeson Shareholder
Communications, Inc. to assist in the solicitation of proxies for a fee of
$4,000 plus reasonable out-of-pocket costs and expenses. We will, upon request,
reimburse brokers, banks and other nominees for their expenses in sending proxy
material to their customers who are beneficial owners and obtaining their voting
instructions.
Attending The Annual Meeting. If you are a holder of record and you plan to
attend the Annual Meeting, please indicate this when you vote. IF YOU ARE A
BENEFICIAL OWNER OF COMMON STOCK HELD BY A BROKER, BANK OR OTHER NOMINEE, YOU
WILL NEED PROOF OF OWNERSHIP TO BE ADMITTED TO THE MEETING. A recent brokerage
statement or letter from a bank or broker are examples of proof of ownership. If
you want to vote in person your common stock held in nominee name, you must get
a written proxy in your name from the broker, bank or other nominee who holds
your shares.
PROPOSAL 1. ELECTION OF DIRECTORS
Our Board of Directors currently consists of seven (7) directors and is
divided into three classes. Each of the seven members of the Board of Directors
of the Company also presently serves as a director of PFF Bank & Trust.
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 nominee proposed for election at this Annual Meeting is Jil H. Stark.
No person being nominated as a director is being proposed for election pursuant
to any agreement or understandings between any such person and the Company.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEE NAMED IN THIS PROXY STATEMENT.
Vote Required. Directors must be elected by a plurality of the votes cast
at the meeting. This means that the nominees receiving the greatest number of
votes will be elected. Votes withheld for any Director will not be counted.
In the event that the 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 the person 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.
Information with Respect to the Nominee, Continuing Directors and Certain
Executive Officers. The following table sets forth the names of the nominee,
continuing directors and executive officers named in the Summary Compensation
Table 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 PFF Bank &
Trust, and the year in which their terms (or in the case of the nominee, her
proposed term) as director expire.
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<TABLE>
<CAPTION>
Name and Principal Expiration of
Occupation at Present Director Term as
and for Past Five Years Age Since(1) Director
----------------------- --- -------- --------
<S> <C> <C> <C>
NOMINEE
Jil H. Stark................................... 63 1975 2003
Retired college administrator and faculty
member. Mrs. Stark also serves on the Board
of Directors of Pomona Financial Services,
Inc., PFF Financial Services, Inc. and
Diversified Services, Inc.
CONTINUING DIRECTORS
Robert W. Burwell.............................. 68 1984 2002
Vice Chairman of the Board of Directors of the
Company and the Bank. Mr. Burwell was
President and Chief Executive Officer of the
Pomona Valley Hospital Medical Center from
1972 until his retirement in 1993.
William T. Dingle.............................. 72 1974 2002
Chief Executive Officer of Graves Automotive
Supply and Parkway Automotive Warehouse. Mr.
Dingle also serves on the Board of Directors
of Pomona Financial Services, Inc., PFF
Financial Services, Inc. and Diversified
Services, Inc.
Curtis W. Morris............................... 64 1988 2002
Mr. Morris is associated with the law firm of
Lamb, Morris & Lobello and has been a
practicing attorney for 30 years.
Donald R. DesCombes............................ 68 1979 2001
Chairman of the Board of Directors of the
Company and the Bank. Mr. DesCombes has
served as Chairman of the Board of the Bank
since 1989. Mr. DesCombes is Chairman of the
Board and a former owner of Averbeck Company
Insurance Brokers.
Robert D. Nichols.............................. 73 1986 2001
President and Chief Executive Officer of the
Bank from August 1986 until his retirement in
July 1992.
</TABLE>
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<TABLE>
<CAPTION>
Name and Principal Expiration of
Occupation at Present Director Term as
and for Past Five Years Age Since(1) Director
----------------------- --- -------- --------
<S> <C> <C> <C>
Larry M. Rinehart................................ 52 1994 2001
President and Chief Executive Officer of the
Company and the Bank since August 1992.
Served as President-elect and Executive Vice
President from July 1991 to August 1992. Mr.
Rinehart also serves as Director, President
and Chief Executive Officer of Pomona
Financial Services, Inc., PFF Financial
Services, Inc. and Diversified Services, Inc.
EXECUTIVE OFFICERS
Kevin McCarthy................................. 48
Senior Executive Vice President of the Company
and Senior Executive Vice President and Chief
Operating Officer of the Bank. Mr. McCarthy
is a Director of Pomona Financial Services,
Inc., PFF Financial Services, Inc. and
Diversified Services, Inc.
Gregory C. Talbott............................. 46
Executive Vice President, Chief Financial
Officer and Treasurer of the Company and the
Bank.
Gilbert F. Smith............................... 54
Senior Vice President and General Counsel of
the Bank. Mr. Smith also serves as Chairman
of the Board of Pomona Financial Services,
Inc., PFF Financial Services, Inc., and
Diversified Services, Inc.
Jerald W. Groene............................... 52
Senior Vice President and Chief Lending
Officer of the Bank. Mr. Groene is a
Director of Pomona Financial Services, Inc.,
PFF Financial Services, Inc. and Diversified
Services, Inc.
</TABLE>
__________________
(1) Includes years of service as a director of the Bank.
About the Board and Its Committees
The Board. PFF Bancorp is governed by a Board of Directors and various
committees of the Board which meet throughout the year. Directors discharge
their responsibilities throughout the year at Board and committee meetings, and
also through considerable telephone contact and other communications with the
chairman and others regarding matters of concern and interest to PFF Bancorp.
During the year ended March 31, 2000, the Board of Directors held twelve board
meetings. With the exception of two directors who missed only one board meeting
and one committee meeting,
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all of the Directors attended every Board meeting held and each committee
meeting on which such Directors served during Fiscal 2000.
Committees of the Board. The Board has three principal committees. The
following chart describes for each committee the function, current membership
and number of meetings held during fiscal 2000.
Audit Committee-four meetings in Fiscal 2000.
--------------------------------------------------------------------------------
Functions Current Members
--------- ---------------
. Reports to the Board on the general financial Jil H. Stark
condition of the Company and the Bank and William T. Dingle
the results of the annual audit; and Robert W. Burwell
. Oversees that the Company's and the Bank's
activities are being conducted in accordance with
applicable laws and regulations.
Nominating Committee-one meeting in Fiscal 2000.
--------------------------------------------------------------------------------
Functions Current Members
--------- ---------------
. Consider nominees for election to the Board, Donald R. DesCombes
including any written recommendation by a Larry M. Rinehart
stockholder that is mailed to the attention of Curtis W. Morris
the Secretary.
Employee Compensation and Benefits Committee-three meetings in Fiscal 2000.
--------------------------------------------------------------------------------
Functions Current Members
--------- ---------------
. Establishes compensation and benefits for the Robert W. Burwell
executive officers; William T. Dingle
. Reviews the incentive compensation programs when Curtis W. Morris
necessary; and Robert D. Nichols
. Responsible for all matters regarding compensatio Larry M. Rinehart
and benefits, hiring, termination and affirmative
action issues for other officers and employees.
Directors' Compensation
Directors' Fees. The Directors, except for Mr. Rinehart, receive a retainer
of $5,000 per year for service on the Company Board. No committee meeting fees
are paid to the Directors. Currently,
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all directors of the Bank except the Chairman of the Board and Mr. Rinehart
receive a retainer of $3,000 per month. The Chairman of the Board receives a
monthly retainer of $4,200. Mr. Rinehart does not receive any additional
compensation for serving as a director. Directors are also eligible to receive
grants of options under our incentive plans.
Directors' Retirement Plan. The Bank maintains the PFF Bank & Trust
Directors' Retirement Plan (the "Directors' Retirement Plan"). The Directors'
Retirement Plan is frozen, in that no new benefits are accruing under the Plan
effective December 31, 1995. The Directors' Retirement Plan provides that, upon
retirement, retiring directors are eligible to receive an annual benefit equal
to 70% of the retiring directors' annualized final earnings based on monthly
board compensation as of December 31, 1995 (reduced by one one hundred and
twentieth (1/120) for each month of service less than 120) which shall continue
to be paid for at least 10 years and over the lifetime of the director
thereafter. All Directors are currently credited with 120 months of service
under the plan except for Mr. Nichols who has been credited with 60 months of
service. Mr. Rinehart does not participate in the plan. Benefits may not start
until the director reaches age 65. The Directors' Retirement Plan provides that
in the event of a participant's death prior to payment of all benefits due to
the participant under the plan, the remaining benefits are to be paid to the
beneficiary or beneficiaries designated by the participant or, if no such
designation had been made, to the estate of the participant.
Directors' Deferred Compensation Plan. The Bank provides a non-qualified
plan which offers Directors the opportunity to defer fee compensation and stock
awarded under the 1996 Incentive Plan. The primary form of benefit for deferred
fees is 120 monthly installment payments of the account balance. Such balance
shall equal the amount of the deferrals and interest thereon. Other forms of
benefit, including a lump sum payout, are available with certain restrictions.
Deferred stock awarded under the 1996 Incentive Plan, is accounted for in the
plan in the form of common stock units. The form of benefit for deferred stock
received through the 1996 Incentive Plan is a single lump sum payout made in
shares of common stock. The forms of benefit for other deferred stock is a
single lump sum payout or payment of equal installments over time. Prior to
March 1996, deferrals had been credited with an interest rate equal to the
highest interest rate paid on a designated date to depositors of the Bank. The
plan has been amended to allow for an alternative choice whereby deferrals may
be credited with investment earnings or losses equivalent to that of the common
stock issued in connection with our initial public offering ("Common Stock
Rate"). Previous deferrals, as well as future deferrals, may be credited with
the Common Stock Rate as of the initial public offering. The Bank established an
irrevocable grantor trust ("rabbi trust") to hold the assets of the Bank that
are intended to be used to satisfy the Bank's obligation with respect to
benefits payable under the Deferred Compensation Plan. Assets of the rabbi trust
are subject to the claims of creditors of the Bank solely in the event of the
Bank's insolvency thereby foregoing any tax consequences to participants until
assets are distributed to participants.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table presents information regarding the beneficial ownership
of common stock, as of July 31, 2000 with respect to:
. those persons believed by management to be beneficial owners of more
than 5% of our outstanding shares of common stock;
. each executive officer named in the Summary Compensation Table and
director; and
. all directors and executive officers as a group.
Other than those persons listed below, we are not aware of any person that
owns more than 5% of our common stock as of July 31, 2000.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
--------------------------------- -------------------------------- -------------
<S> <C> <C>
PFF Bank & Trust Employee Stock Ownership 939,290 7.1%
Plan ("ESOP")
350 South Garey Avenue
Pomona, California 91766
Thomson Horstmann & Bryant, Inc. 1,484,200 (2) 11.1%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Capital Guardian Trust Company 865,000 (3) 6.5%
11100 Santa Monica Boulevard
Los Angeles, California 90025
Directors and Executive Officers
----------------------------------------------
Robert W. Burwell 113,015 (4)(5)(6) *
Donald R. DesCombes 115,172 (4)(5)(6) *
William T. Dingle 79,214 (4)(5)(6) *
Jerald W. Groene 88,079 (4)(7)(8)(9) *
Kevin McCarthy 203,845 (4)(7)(8)(9) 1.5%
Curtis W. Morris 82,789 (4)(5)(6) *
Robert D. Nichols 83,704 (4)(5)(6) *
Larry M. Rinehart 360,132 (4)(7)(8)(9) 2.7%
Gilbert F. Smith 85,220 (4)(7)(8)(9) *
Jil H. Stark 83,894 (4)(5)(6) *
Gregory C. Talbott 164,337 (4)(7)(8)(9) 1.2%
All directors and executive officers as a
group (15 persons) 1,734,966 (10) 13.0%
</TABLE>
----------------------------------------------
/*/ Does not exceed 1.0% of our voting securities.
(1) CNA Trust has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee, subject to its
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fiduciary duty, must vote all allocated shares held in the ESOP in
accordance with the instructions of the participants. At July 31, 2000,
647,710 shares had been allocated under the ESOP and 939,290 shares remain
unallocated. Under the terms of the ESOP, the ESOP Trustee will vote the
unallocated shares in a manner calculated to most accurately reflect the
instructions received from participants regarding allocated shares so long
as the ESOP Trustee determines such vote is in accordance with the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
(2) Based on information contained in an amendment to Schedule 13G filed with
the SEC on January 12, 2000.
(3) Based on information contained in an amendment to Schedule 13G filed with
the SEC on February 11, 2000.
(4) 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).
(5) Includes 13,603 shares awarded to each outside director pursuant to the PFF
Bancorp, Inc. 1996 Incentive Plan (the "1996 Incentive Plan"), which vest in
five equal annual installments commencing on October 23, 1997 and March 26,
1998 and which have not yet vested. Also includes 20,403, 3,740 and 680
shares with respect to Messrs. DesCombes, Morris and Burwell, respectively,
which have vested but receipt of which has been deferred by Messrs.
DesCombes, Morris and Burwell. Each outside director presently has voting
power as to the shares awarded.
(6) Includes 51,009 shares subject to options granted to each outside director
under the 1996 Incentive Plan which are currently exercisable. Excludes
34,008 shares subject to options granted to each outside director under the
1996 Incentive Plan which are not currently exercisable. Options granted
pursuant to the 1996 Incentive Plan become exercisable at a rate of 20% per
year commencing on October 23, 1997 and March 26, 1998.
(7) Includes 71,250, 42,750, 38,000, 20,188 and 20,188 shares awarded to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the 1996
Incentive Plan which have not yet vested. Also includes 22,500 shares with
respect to Mr. Rinehart which have vested but receipt of which has been
deferred at the option of Mr. Rinehart. Awards to officers under the 1996
Incentive Plan vest at a rate of 20% per year commencing on October 23,
1997; provided, however, that 75% of the third, fourth and fifth annual
installments will only vest if the performance criteria established by the
Compensation Committee is satisfied. See "Executive Compensation-
Compensation Committee Report on Executive Compensation." Each participant
presently has voting power as to the shares awarded.
(8) Includes 201,471, 102,314, 86,314, 30,557 and 40,034 shares subject to
options granted to Messrs. Rinehart, McCarthy, Talbott, Smith and Groene,
respectively, under the 1996 Incentive Plan which are currently exercisable.
Excludes 150,000, 80,000, 68,000, 38,400 and 38,400 shares subject to
options granted to Messrs. Rinehart, McCarthy, Talbott, Smith and Groene,
respectively, under the 1996 Incentive Plan which are not exercisable.
Options become exercisable at a rate of 20% per year commencing on October
23, 1997. See "Executive Compensation- 1996 Incentive Plan."
(9) Includes 6,827, 7,292, 7,292, 7,072 and 6,846 shares allocated to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the
Bank's ESOP.
(10)Includes a total of 275,440 shares awarded under the 1996 Incentive Plan as
to which voting may be directed. Excludes a total of 490,996 shares subject
to options under the 1996 Incentive Plan which are not currently
exercisable. Includes 57,610 shares (including 35,329 shares set forth in
footnote 9 above) allocated to executive officers as a group under the
Bank's ESOP.
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EXECUTIVE COMPENSATION
Compensation Committee Report on 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 Corporation specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Under rules established by the SEC, we are required to provide certain data
and information in regard to the compensation and benefits provided to our Chief
Executive Officer and other executive officers. 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 Employee Compensation and Benefits Committee of the
Board of Directors, at the direction of the Board of Directors, has prepared the
following report for inclusion in this Proxy Statement.
We began a process following the issuance of stock in March 1996, to revise
current executive compensation policies to reflect our status as a public
company and to assure competitive compensation levels. The new policies
incorporate our financial results with particular emphasis on earnings
improvement.
Compensation Policies. The Committee has established the following goals
as incentives in setting Executive Compensation, including benefits:
. to target base salaries at a competitive average;
. to reward the achievement of the Bank's annual and long term strategic
goals;
. to retain executive officers by offering a full range of benefits
available at a competitive level to other executives of savings
institutions; and
. to provide additional motivation for the executive officers to enhance
stockholder value by linking a portion of the compensation package to
the performance of our common stock.
Components of Salary. Compensation is defined as cash or non-cash
remuneration in the form of salary, bonus, profit sharing, deferred
compensation, auto allowance, 401(k) employer match contribution, Supplemental
Executive Retirement Plan ("SERP") payments, ESOP allocations, stock grants and
options, and any other type of remuneration deemed by the Board to be
appropriate.
Executive Salaries. In general, the Committee expects salaries for senior
executive officers to be in the middle range of the marketplace. There is no
provision for "automatic annual raises";
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however, adjustments will be made from time to time for individuals whose
salaries are trailing the market. Sources of compensation information include
peer group analysis as obtained through review of proxy statements and various
compensation surveys including Employer Group Survey, Economic Research
Institute Survey, Western Management Group Survey, California Bankers
Association Survey, American Community Bankers Survey and other published
sources.
Notwithstanding modest salary levels, the Committee believes that high
performance deserves high financial rewards. For this reason, the Committee has
developed an Annual Incentive Plan with cash awards. Specific targets for
FY2000, which were achieved, dealt with earnings per share. Payouts under the
Plan were based upon objective targets (earnings per share) as well as
subjective targets. In FY2001, incentive payment will be dependent upon
achieving threshold goals for return on equity, return on assets, and efficiency
ratios.
Once each year the CEO presents to the full Board, in executive session,
his evaluation and the salary of each of the senior executives. While such
evaluations are the primary responsibility of the CEO, the Board believes it is
prudent to conduct general oversight of the status of the senior management
team.
1996 Incentive Plan. On October 23, 1996, stockholders approved the 1996
Incentive Plan, under which officers may receive options and awards. Stock
option awards will vest in five equal annual installments. Stock awards under
the 1996 Incentive Plan vest in five equal annual installments. The first and
second annual installments vested respectively on the first and second
anniversary of the date of grant. Twenty-five percent (25%) of the third annual
installment vested on the third anniversary date of the grant, and twenty-five
percent (25%) of the fourth and fifth annual installment will vest on the fourth
and fifth respective anniversary dates of the date of grant. The remaining
seventy-five percent (75%) of each of the third, fourth and fifth annual
installments are subject to the attainment of a target level of earnings per
share established by the Committee. Although the awards in the Plan will not
fully vest until October 2001, the earnings per share goals have already been
achieved through excellent performance in the years since the Plan was approved.
The Committee believes that stock ownership is a significant incentive in
building stockholders' wealth and aligning the interests of employees with those
of stockholders. Stock options and stock awards under the 1996 Incentive Plan
were allocated by the Committee based upon our fiscal responsibility, regulatory
practices and policies, the practices of other recently converted financial
institutions, as verified by external surveys based upon the officers' level of
responsibility and contributions to the Corporation and the Bank. Stock awards
under the 1996 Incentive Plan may be deferred under the Employee Deferred
Compensation Plan. The Committee will consider the amount of outstanding awards
in determining the total annual compensation package. See "-Executive
Compensation Tables-Summary Compensation Table," "1996 Incentive Plan" and "1999
Incentive Plan."
Chief Executive Officer. In addition to the goals associated with the
Annual Incentive Plan, the Board conducts a general evaluation of the CEO's
performance twice each year. This review includes a variety of considerations
such as the quality and source of earnings, budget management, regulatory
compliance, community and internal leadership and strategic vision and
implementation.
11
<PAGE>
Specific accomplishments included the hiring of more experienced commercial bank
employees, cost reductions, growth of the business, consumer,
commercial/industrial and construction loan programs, reduction in the level of
non-performing assets, and asset growth. In addition to considering these
specific accomplishments, consideration was given to the results of an extensive
survey of peer financial institutions.
The goal of the above referenced compensation policies, as implemented by
the Committee, is to be certain that all Executives are compensated consistent
with the above guidelines and to assure that all reasonable and possible efforts
are being exerted to maximize shareholder value. Compensation levels will be
reviewed as frequently as necessary to ensure this result.
The Employee Compensation and Benefits Committee
Robert W. Burwell Robert D. Nichols
William T. Dingle Larry M. Rinehart
Curtis W. Morris
12
<PAGE>
Stock Performance Graph
The following graph shows a comparison of cumulative total stockholder
return on our 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, Nasdaq Bank Stocks and the SNL Western Thrift Index for the period
beginning on March 29, 1996, the day our common stock began trading, through
March 31, 2000. The graph was derived from a limited period of time, and, as a
result, may not be indicative of possible future performance of the common
stock.
Comparison of Cumulative Total Returns
Among the Corporation, Nasdaq Stock Market (U.S.)
Index and the Nasdaq Bank Stock Index
[TOTAL PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Period Ending
------------------------------------------------------------------------------------------------
Index 03/29/1996 03/31/1997 03/31/1998 03/31/1999 03/31/2000
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PFF Bancorp, Inc. 100.00 126.37 181.32 153.85 137.68
NASDAQ- Total US * 100.00 111.16 168.55 227.71 423.79
NASDAQ Bank * 100.00 136.56 224.83 202.68 183.32
SNL Western Thrift Index 100.00 143.06 233.46 194.32 144.78
</TABLE>
*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 1999. Used with permission. All rights
reserved. crsp.com.
13
<PAGE>
Executive Compensation Tables
Summary Compensation Table. The following table shows, for the three fiscal
years ended March 31, 2000, the cash compensation paid by the Bank, as well as
certain other compensation paid or accrued for those years, to the Chief
Executive Officer and the four highest paid executive officers of the Bank who
received compensation in excess of $100,000.
<TABLE>
<CAPTION>
Long Term
Compensation
-------------------------------------------
Awards Payouts
------------- -----------
Annual Compensation (1)
----------------------------------------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Compensation Awards Options/SARs Payouts Compensation
Principal Year ($) Bonus ($) ($)(2) ($) (#) ($)(3) ($)
Position
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry M.
Rinehart, 2000 $300,000 $ -- -- -- -- -- $34,165(4)
President
and Chief 1999 300,000 155,079 -- -- -- -- 45,444
Executive
Officer 1998 300,000 87,199 -- -- -- -- 45,335
Kevin
McCarthy 2000 $200,004 $ -- -- -- -- -- $33,232(4)
Senior
Executive 1999 200,004 86,157 -- -- -- -- 40,971
Vice
President
and Chief
Operating 1998 200,004 48,416 -- -- -- -- 42,796
Officer
Gregory C.
Talbott 2000 $190,020 $ -- -- -- -- -- $30,258(4)
Executive
Vice 1999 190,020 81,856 -- -- -- -- 37,890
President,
Chief 1998 190,020 46,079 -- -- -- -- 42,944
Financial
Officer
and
Treasurer
Gilbert F.
Smith 2000 $150,000 $ -- -- -- -- -- $32,689(4)
Senior Vice 1999 150,000 51,693 -- -- -- -- 42,128
President, 1998 150,000 29,160 -- -- -- -- 40,849
General
Counsel
Jerald W.
Groene 2000 $150,000 $ -- -- -- -- -- $33,169(4)
Senior Vice 1999 150,000 51,693 -- -- -- -- 38,301
President, 1998 150,000 29,086 -- -- -- -- 32,830
Chief
Lending
Officer
</TABLE>
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the executive officer pursuant to the Bank's 401(k) Plan, as
hereinafter defined, pursuant to which employees may defer up to 15% of
their compensation and executive officers may defer up to 5% of their
compensation, up to the maximum limits under the Code. These numbers are
subject to change based on Section 415 testing limits.
(2) 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.
(3) For fiscal 2000, 1999 and 1998, the Bank had no long-term incentive plans in
existence. Accordingly, there were no payments or awards under any long-
term incentive plan.
(4) Includes $2,355, $1,518, $671, $695 and $642 in life insurance premiums,
$3,173, $3,077, $950, $2,452 and $2,365 in contributions to the Bank's
401(k) Plan and $17,837, $17,837, $17,837, $16,722 and $16,722 in
contributions to the ESOP paid by the Bank for the benefit of Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively. Also includes
$10,800 for
14
<PAGE>
each officer as payment for auto allowances. Includes $2,020 and $2,640 in
interest on the Bank's 401(k) Mirror Plan for the benefit of Messrs. Smith
and Groene, respectively.
1996 Incentive Plan. PFF Bancorp maintains the 1996 Incentive Plan, which
provides discretionary awards of options to purchase Common stock, option-
related awards and awards of Common stock (collectively, "Awards") to officers,
directors and key employees as determined by a committee of the Board of
Directors. Awards of Common stock to officers, directors and key employees is
provided under "Restricted Stock Awards" in the "Summary Compensation Table."
No options were granted under the 1996 Incentive Plan to the executive officers
named in the Summary Compensation Table for fiscal 2000.
1999 Incentive Plan. PFF Bancorp maintains the 1999 Incentive Plan, which
provides discretionary awards of options to purchase Common stock and option-
related awards (collectively "Awards") to officers, directors, employees and its
affiliates as determined by a committee of the Board of Directors or two or more
outside directors. Awards of common stock to officers, directors and key
employees is provided under "Restricted Stock Awards" in the "Summary
Compensation Table." No options were granted under the 1999 Incentive Plan to
the executive officers named in the Summary Compensation Table for fiscal 2000.
The following table provides certain information with respect to exercises
of stock options during the fiscal year ended March 31, 2000 by executive
officers named in the Summary Compensation Table and to the number of shares of
common stock represented by outstanding options held by the executive officers
named in the Summary Compensation Table as of March 31, 2000. Also reported are
the values for "in-the-money" options which represent the positive spread
between the exercise price of any such existing stock options and the year end
price of the common stock.
15
<PAGE>
Aggregate Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In the Money
Options/SARs at Options/SARs at
Fiscal Year-End(#)(1) Fiscal Year-End ($)(2)(3)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Larry M. Rinehart.... 201,471 150,000 $554,045 $412,500
Kevin McCarthy....... 102,314 80,000 $281,363 $220,000
Gregory C. Talbott... 86,314 68,000 $237,363 $187,000
Gilbert F. Smith..... 30,557 38,400 $ 84,031 $105,600
Jerald W. Groene..... 40,034 38,400 $110,093 $105,600
</TABLE>
___________________________
(1) The options in this table have an exercise price of $12.75.
(2) The price of the Common stock on March 31, 2000 was $15.50.
(3) Based on the market value of the underlying Common stock at fiscal year
end, minus the exercise price.
Retirement Benefits and Termination Arrangements
The Bank maintains a defined benefit plan (the "Retirement Plan") for
certain salaried employees who had attained the age of 21 and completed one year
of service prior to December 31, 1995. Effective December 31, 1995, the
Retirement Plan was frozen and Participants ceased the accrual of additional
benefits under the Retirement Plan although vesting will continue according to
the terms of the Retirement Plan. After December 31, 1995, no new Participants
entered the Retirement Plan. The Retirement Plan is designed to comply with the
requirements under Section 401(a) of the Code.
The Retirement Plan provides for a monthly benefit to the employee upon
retirement at the age of 65, or if later, the fifth anniversary of the
employee's initial participation in the Retirement Plan ("Normal Retirement
Age"). The Retirement Plan also provides for a monthly benefit upon the
Participant's death, disability and early retirement. Early retirement is
conditioned upon the attainment of the age of 55, and the completion by the
Participant of 15 years of service. No new accrual of years of service will
occur after December 31, 1995. Benefits under the Plan are determined taking
into account the participant's final average earnings, social security benefits
and years of credited service under the Retirement Plan as of December 31, 1995.
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in the year ended December 31, 1995, expressed in the form
of a single life annuity, for the final average salary and benefit service
classifications specified.
16
<PAGE>
<TABLE>
<CAPTION>
PFF Bank & Trust Employee Pension Plan
---------------------------------------------------------------
Years of Service
Final Average
Compensation 15 20 25 30 35
----------------- ------------- ------------ ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
$ 50,000 $13,598 $18,130 $22,663 $22,663 $22,663
100,000 29,723 39,630 49,538 49,538 49,538
150,000 45,848 61,130 76,413 76,413 76,413
200,000 45,848 61,130 76,413 76,413 76,413
250,000 45,848 61,130 76,413 76,413 76,413
300,000 45,848 61,130 76,413 76,413 76,413
350,000 45,848 61,130 76,413 76,413 76,413
400,000 45,848 61,130 76,413 76,413 76,413
</TABLE>
Compensation under the Retirement Income Plan includes all regular pay and
overtime. The benefit amounts listed above were computed on a single life
annuity basis, which is the normal form under the plan.
The approximate years of service, as of January 1, 1996 for the executive
officers named in the Summary Compensation Table are as follows:
Service
-------
Name Years Months
---- ------- ----------
Larry M. Rinehart 19 3
Kevin McCarthy 19 --
Gregory C. Talbott 9 7
Gilbert F. Smith 25 2
Jerald W. Groene 24 6
The freezing of accrued benefits on December 31, 1995 results in no
additional service for purposes of benefit determination being accrued for the
named executive officer.
Supplemental Executive Retirement Plan. The Bank maintains a non-qualified
Supplemental Executive Retirement Plan ("SERP") to provide certain officers and
highly compensated employees with additional retirement benefits. The SERP
reflects the freezing of the Pension Plan as of December 31, 1995. The benefits
provided under the SERP are directly related to those provided under these three
qualified employee benefit plans sponsored by the Bank, namely the ESOP, the
401(k) Plan and the Pension Plan. With respect to the Pension Plan, the SERP
provides a benefit equal to the present value of the previous SERP benefit
accrued as of December 31, 1995. No additional contributions will be made by
the Bank to provide this benefit, as this portion of the SERP is only a deferral
mechanism (with interest) of the frozen Pension Plan benefit. The SERP also
provides a benefit equal to the difference between (i) the benefits which would
have been provided by employer contributions to the 401(k) Plan and the ESOP if
such contributions and benefits were calculated without the limitations imposed
by the qualification rules of the Code and (ii) the actual benefit provided
under each plan. Benefits under the SERP will be provided at retirement in the
form of some combination of an annuity, lump sum cash or stock distribution.
17
<PAGE>
The Bank has established an irrevocable grantor's trust in connection with
the SERP. This trust is funded with contributions from the Bank for the purpose
of providing the benefits promised to the participants under the terms of the
SERP. The SERP participants have only the rights of unsecured creditors with
respect to the trust's assets, and will not recognize income with respect to
benefits provided by the SERP until such benefits are received by the
participants. The assets of the trust are subject to the claims of the Bank's
creditors solely in the event of the Bank's insolvency, thereby foregoing any
tax consequences to the participants until assets are distributed to
participants. Earnings on the trust's assets are taxable to the Bank. The
trust's assets may be invested in the Corporation's stock.
Employment Agreements. PFF Bank & Trust and PFF Bancorp have entered into
employment agreements with Messrs. Rinehart and McCarthy (individually, the
"Executive"). The employment agreements are intended to ensure that we will be
able to maintain a stable and competent management base. Our continued success
depends to a significant degree on the skills and competence of Messrs. Rinehart
and McCarthy.
The employment agreements provide for a three-year term for Messrs.
Rinehart and McCarthy. The Bank employment agreements provide that, commencing
on the first anniversary date and continuing each anniversary date thereafter,
the Board of Directors of the Bank may extend the agreement for an additional
year so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of Directors of the Bank after conducting a
performance evaluation of the Executive. The terms of the PFF Bancorp
employment agreements shall be extended on a daily basis unless written notice
of non-renewal is given by the Board of Directors. The agreements provide that
the Executive's base salary will be reviewed annually. The annual base salaries
for Messrs. Rinehart and McCarthy for the fiscal year ended 2000 are $300,000
and $200,004 respectively. In addition to the base salary, the agreements
provide for, among other things, participation in stock benefit plans and other
fringe benefits applicable to executive personnel.
The agreements provide for termination for cause as defined in the
agreements at any time. In the event PFF Bank & Trust or PFF Bancorp chooses to
terminate the Executive's employment for reasons other than for cause, or in the
event of the Executive's resignation upon: (i) failure to re-elect the Executive
to his current office(s); (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 25 miles; (iv) a material reduction in the
benefits and perquisites to the Executive; (v) liquidation or dissolution of PFF
Bank & Trust or PFF Bancorp (vi) a breach of the agreement by PFF Bank & Trust
or PFF Bancorp, the Executive or, in the event of the Executive's subsequent
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
during the remaining term of the agreement provided, however, that the payment
shall not, in the aggregate, exceed three times the average of the Executive's
five preceding taxable years' annual compensation. PFF Bank & Trust and PFF
Bancorp would also continue, and pay for, the Executive's life, health and
disability coverage for the remaining term of the agreement.
18
<PAGE>
Under the agreements, if voluntary or involuntary termination follows a
change in control of PFF Bank & Trust or PFF Bancorp (as defined in the
Employment Agreement), the Executive or, in the event of the Executive's death,
his beneficiary, would be entitled to a severance payment equal to the greater
of: (i) the payments due for the remaining term of the agreement; or (ii) three
times the average of the five preceding taxable years' annual compensation. PFF
Bank & Trust and PFF Bancorp would also continue, and pay for, 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. In the event of a change in control,
based upon three times 2000 base salary as reported in the Summary Compensation
Table, Messrs. Rinehart and McCarthy would receive approximately $900,000 and
$600,012, respectively, in severance payments, in addition to other cash and
noncash benefits.
Payments under the agreements in the event of a change in control may
constitute 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 PFF Bancorp and PFF Bank & Trust. Under the PFF Bancorp agreement,
if such payment constitutes an excess parachute payment under Section 280G of
the Code, the executive officer will receive a benefit under the agreement equal
to the greater of (i) the total benefits payable under the agreement taking into
account the state and federal income and excise taxes on such amounts or (ii)
the amount that is one dollar less than the triggering amount for the imposition
of the excise tax under Section 280G.
Payments to the Executive under the PFF Bank & Trust agreement will be
guaranteed by PFF Bancorp in the event that payments or benefits are not paid by
PFF Bank & Trust. Payment under the PFF Bancorp agreement would be made by PFF
Bancorp. 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 PFF Bank & Trust or PFF Bancorp, respectively, if the Executive
is successful pursuant to a legal judgment, arbitration or settlement. The
employment agreements also provide that PFF Bank & Trust and PFF Bancorp, shall
indemnify the Executive to the fullest extent allowable under federal and
Delaware law, respectively.
Termination and Change in Control Agreements. PFF Bank & Trust has entered
into two-year termination and change in control agreements ("CIC Agreement")
with Messrs. Smith, Golish and Groene and Ms. Lemons and Ms. Scullin and,
effective April 1998, a three-year CIC Agreement with Mr. Talbott. Commencing
on the first anniversary date and continuing on each anniversary thereafter, the
CIC Agreements may be renewed by the Board of Directors for an additional year.
PFF Bancorp has entered into a three-year CIC Agreement with Mr. Talbott similar
to PFF Bank & Trust's CIC Agreement except that the term of the PFF Bancorp CIC
Agreement shall be extended on a daily basis. The CIC Agreements provide that
in the event voluntary or involuntary termination follows a change in control of
PFF Bank & Trust or PFF Bancorp, the officer or, in the event of death, his
beneficiary, would be entitled to receive a severance payment equal to two
(three in the
19
<PAGE>
case of Mr. Talbott) times the officer's average annual compensation for the
five (two in the case of the PFF Bancorp CIC Agreement and three in the case of
Mr. Talbott) years preceding termination subject to the limitation that such
payment not exceed three times the officer's average annual compensation of the
previous five years (the PFF Bancorp CIC Agreement has no such limitation). PFF
Bank & Trust would also continue, and pay for, the officer's life, health and
disability coverage for a period of twenty-four (24) (thirty-six (36) in the
case of Mr. Talbott) months from the date of termination. Payments to the
officer under PFF Bank & Trust's CIC Agreements will be guaranteed by PFF
Bancorp in the event that payments or benefits are not paid by PFF Bank & Trust.
The CIC Agreements also provide for a severance payment in the event of an
involuntary termination of the officer other than in a change in control, except
for cause. The severance payment is a sum equal to twenty-six weeks of base
salary for each three years of service up to a maximum of one-hundred and four
weeks and is conditioned on the officer releasing PFF Bank & Trust from any
causes of action against PFF Bank & Trust or PFF Bancorp arising during any
period of employment from the employment relationship, other than claims under
the various employee benefit plans of PFF Bank & Trust and PFF Bancorp.
Additional Information About Our Directors and Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance. Our Directors and
executive officers file reports with the Securities and Exchange Commission and
the Nasdaq Stock Market indicating the number of shares of any class of our
equity securities they owned when they became a Director or executive officer
and, after that, any changes in their ownership of our equity securities.
Copies of any of these reports must also be provided to us. These reports are
required by Section 16(a) of the Securities Exchange Act of 1934. We have
reviewed the copies of the reports that we have received and written
representations from the individuals required to file the reports. Based on
this review, we believe that each of our executive officers and Directors has
compiled with applicable reporting requirements for transactions in our
securities during Fiscal 2000.
Transactions with Certain Related Persons. With certain exceptions
permitted under the Federal Reserve Act and Regulation O, all loans or
extensions of credit to executive officers and directors must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
must not involve more than the normal risk of repayment or present other
unfavorable features. In addition, loans made to a director or executive
officer in excess of the greater of $25,000 or 5% of PFF Bank's capital and
surplus (up to a maximum of $500,000) must be approved in advance by a majority
of the disinterested members of the Board of Directors.
PFF Bank & Trust has determined that preferred rate loans for executive
officers and directors are part of the Bank's overall benefits and compensation
program, and therefore, executive officers and directors are permitted to
receive the preferred rate so long as they are made within the limitations of
the Federal Reserve Act and Regulation O.
20
<PAGE>
As of March 31, 2000, eight of the Bank's executive officers or directors
had a total of 12 loans outstanding, totaling approximately $2.2 million in the
aggregate. Of the 12 loans currently outstanding to executive officers or
directors, eight loans are receiving a preferred rate. For those receiving the
preferred rate, seven loans are secured by the borrower's principal residence
and one loan to a director is secured by rental property.
It is our policy that all transactions between the Corporation and its
executive officers, directors, holders of 10% or more of the shares of any class
of its common stock and affiliates thereof, contain terms no less favorable to
the Corporation than could have been obtained by it in arm's-length negotiations
with unaffiliated persons and are required to be approved by a majority of
independent outside directors not having any interest in the transaction.
Compensation Committee Interlocks and Insider Participation. The Employee
Compensation and Benefits Committee is made up of five directors: Messrs.
Burwell, Dingle, Morris, Nichols and Rinehart. Mr. Rinehart served as President
and Chief Executive Officer of PFF Bancorp and PFF Bank & Trust during the
fiscal year ended March 31, 2000. No member of the Committee is, or was during
2000, an executive officer of another company whose board of directors has a
comparable committee on which one of PFF Bancorp's executive officers serves.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Our independent auditors for the fiscal year ended March 31, 2000 were KPMG
LLP. The Board of Directors has reappointed KPMG LLP to continue as independent
auditors for PFF Bank & Trust and PFF Bancorp for the year ending March 31,
2001, subject to ratification of such appointment by the stockholders. A
resolution will be presented to the meeting to ratify the appointment. The
affirmative vote of a majority of the number of votes entitled to be cast by the
common stock represented at the meeting is needed to ratify the appointment.
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.
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.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS.
21
<PAGE>
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in our proxy statement and form of proxy
relating to the 2001 Annual Meeting of Stockholders a stockholder proposal must
be received by the Secretary at the address set forth on the Notice of Annual
Meeting of Stockholders not later than April 26, 2001. Any such proposal will
be subject to 17 C.F.R. Section 240.14a-8 of the Rules and Regulations under the
Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
Our bylaws 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 not less than ninety (90) days before
the date originally fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth
day following the date on which the notice to stockholders of the annual meeting
date was mailed or such public disclosure was made. The advance notice by
stockholders must include the stockholder's name and address, as they appear on
our record of stockholders, a brief description of the proposed business, the
reason for conducting such business at the Annual Meeting, the class and number
of shares of capital stock that are beneficially owned by such stockholder and
any material interest of such stockholder in the proposed business. In the case
of nominations to the Board of Directors, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
us to include in our 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.
A copy of the Form 10-K (without exhibits) for the year ended March 31,
2000, as filed with the Securities and Exchange Commission is being mailed to
stockholders with this proxy statement, and will also be furnished without
charge to stockholders of record upon written request to PFF Bancorp, Inc., 350
South Garey Avenue, Pomona, California 91766.
By Order of the Board of Directors
/S/ Carole F. Olson
Carole F. Olson
Secretary
Pomona, California
August 24, 2000
22
<PAGE>
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
23
<PAGE>
REVOCABLE PROXY
PFF BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 27, 2000
9:00 a.m. Pacific Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the Board of
Directors of PFF Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as 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 September 27, 2000, at 9:00
a.m. Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley Avenue,
Pomona, California, and at any and all adjournments thereof, as set forth on
the reverse side.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR the nominee as director specified
and 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.
(Continued and to be signed on reverse side)
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<PAGE>
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Please mark
your votes [X]
as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED NOMINEE AND "FOR"
EACH OF THE PROPOSALS.
1. The election as director of the nominee listed.
Jil H. Stark
VOTE WITHHELD
FOR
[_] [_]
2. The ratification of the appointment of KPMG LLP as independent auditors of
PFF Bancorp, Inc. for the fiscal year ending March 31, 2001.
FOR AGAINST ABSTAIN
[_] [_] [_]
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 August 24, 2000 and of the Annual Report to Stockholders.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature of Stockholder ______________ Date _______________________________
Signature of Stockholder ______________ Date _______________________________
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.
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