SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Community Savings Bankshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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>
[Community Savings Bankshares, Inc. Letterhead]
March 20, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Community Savings Bankshares, Inc. (the "Company"). The meeting will be held
at the Embassy Suites PGA, 4350 PGA Boulevard, Palm Beach Gardens, Florida on
Wednesday, April 22, 1998 at 1:30 p.m. Eastern Time.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the Annual Meeting we will also report
on the operations of the Company. Directors and officers of the Company, as well
as a representative of our independent auditors, will be present to respond to
any questions that shareholders may have.
The formal business to be conducted at the Annual Meeting includes the
(i) election of two directors to the Company's Board of Directors and (ii)
ratification of the appointment of Crowe, Chizek and Company LLP as auditors for
the Company for the fiscal year ending December 31, 1998.
The Board of Directors of the Company has determined that the matters
to be considered at the Annual Meeting are in the best interest of the Company
and its shareholders. For the reasons set forth in the Proxy Statement, the
Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the meeting
in person. We urge you to mark, sign and date your proxy card today and return
it in the envelope provided, even if you plan to attend the Annual Meeting. This
will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend.
Your continued support of and interest in the Company is sincerely
appreciated.
Sincerely,
/s/ James B. Pittard, Jr.
---------------------------------------
James B. Pittard, Jr.
President and Chief Executive Officer
<PAGE>
COMMUNITY SAVINGS BANKSHARES, INC.
660 U.S. HIGHWAY ONE
NORTH PALM BEACH, FLORIDA 33408
(561) 881-2212
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1998
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Community Savings Bankshares, Inc. (the "Company") will be
held at the Embassy Suites PGA, 4350 PGA Boulevard, Palm Beach Gardens, Florida
on Wednesday, April 22, 1998, at 1:30 p.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect two (2) directors for a three-year term and until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Crowe,
Chizek and Company LLP as the Company's independent auditors for the year ending
December 31, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed March 12, 1998 as the voting record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those shareholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
By Order of the Board of Directors
/s/ Deborah M. Rousseau
------------------------------------------
Deborah M. Rousseau
Vice President and Secretary
North Palm Beach, Florida
March 20, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF. HOWEVER, IF YOU ARE A
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE IN PERSON AT
THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
<PAGE>
COMMUNITY SAVINGS BANKSHARES, INC.
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
This Proxy Statement is furnished to holders of common stock, $1.00 par
value per share ("Common Stock"), of Community Savings Bankshares, Inc., a
federally chartered corporation (the "Company"), which is a majority-owned
subsidiary of ComFed, M.H.C., a federally chartered mutual holding company (the
"Holding Company"). The Company is the holding company of Community Savings, F.
A. (the "Association"), a federally chartered savings association. At a Special
Meeting of Shareholders held in September 1997, the Association's shareholders
approved an Agreement and Plan of Reorganization whereby the Association became
the wholly owned subsidiary of the Company (the "Reorganization"). The
Reorganization was consummated as of September 30, 1997. Proxies are being
solicited on behalf of the Board of Directors of the Company to be used at the
Annual Meeting of Shareholders ("Annual Meeting") to be held at the Embassy
Suites PGA located at 4350 PGA Boulevard, Palm Beach Gardens, Florida on
Wednesday, April 22, 1998, at 1:30 p.m., Eastern Time, and at any adjournment
thereof for the purposes set forth in the Notice of Annual Meeting of
Shareholders. This Proxy Statement is first being mailed to shareholders on or
about March 20, 1998.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the matters described below and, upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. Any
shareholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(mailed to the attention of Deborah M. Rousseau, Vice President and Secretary,
Community Savings Bankshares, Inc., 660 U.S. Highway One, North Palm Beach,
Florida 33408); (ii) submitting a duly-executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
VOTING
Only shareholders of record of the Company at the close of business on
March 12, 1998 (the "Voting Record Date") are entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof. On the Voting Record Date,
there were 5,100,120 shares of Common Stock of the Company issued and
outstanding, of which 2,620,144 shares are owned by the Holding Company, and the
Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the Annual Meeting.
The presence in person or by proxy of at least a majority of the issued
and outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. Directors will be elected by a
plurality of the votes cast at the Annual Meeting. The affirmative vote of a
majority of the total votes present in person or by proxy at the Annual Meeting
is required for approval of the proposal to ratify the appointment of the
Company's independent auditors.
Abstentions will be counted for purposes of determining the presence of
a quorum at the Annual Meeting. Because of the required votes, abstentions will
have the same effect as a vote against the proposal to ratify the appointment of
the Company's independent auditors, but will not be counted as votes cast for
the
<PAGE>
2
election of directors and, thus, will have no effect on the voting for the
election of directors. Under rules of the New York Stock Exchange, all of the
proposals for consideration at the Annual Meeting are considered "discretionary"
items upon which brokerage firms may vote in their discretion on behalf of their
client if such clients have not furnished voting instructions. Thus, there are
no proposals to be considered at the Annual Meeting which are considered
"non-discretionary" and for which there will be "broker non-votes."
As indicated below under "Beneficial Ownership of Common Stock by
Certain Beneficial Owners and Management," the Holding Company owns a majority
of the outstanding Common Stock as of the Voting Record Date. The Holding
Company intends to vote all of the shares it owns for the Board's nominees for
director and for the proposal to ratify the appointment of Crowe, Chizek and
Company LLP as the Company's independent auditors, thereby ensuring that not
only does a quorum exist at the Annual Meeting, but that each of such proposals
are adopted.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors of the
Company shall be divided into three classes which are as equal in number as
possible, and that the members of each class are to be elected for a term of
three years and until their successors are elected and qualified.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, and all nominees
currently serve as directors of the Company. There are no arrangements or
understandings between the nominees and any other person pursuant to which such
nominee was elected.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted FOR the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why either of the
nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his tenure as a
director of the Company.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2001
Position with the Company and
the Association and Principal
Occupation During the Director
Name Age(1) Past Five Years Since (2)
---- --- -------------------------------- -------
Forest C. Beaty, Jr. 68 Director; Retired; Consultant; 1977
majority stockholder of FMS,
Inc., a holding company (based
in Lake Park, Florida) which
owns retail clothing stores.
<PAGE>
3
Position with the Company and
the Association and Principal
Occupation During the Director
Name Age(1) Past Five Years Since (2)
---- --- -------------------------------- -------
Frederick A. Teed 69 Chairman; Retired; previously 1964
President and Chief Executive
Officer of the Association from
1983 to 1993.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE NOMINEES
FOR DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH TERMS EXPIRING IN 2000
Position with the Company and
the Association and Principal
Occupation During the Director
Name Age(1) Past Five Years Since (2)
---- --- ------------------------------ -------
James B. Pittard, Jr. 51 Director, President and Chief 1993
Executive Officer; President and
Chief Executive Officer of the
Association since 1993; from 1982
to 1993 served as Senior Vice
President and Treasurer of the
Association.
Robert F. Cromwell 79 Director; Chairman Emeritus of the 1955
Association; Retired; served as
Chairman of the Board of the
Association from 1983 to 1993.
DIRECTORS WITH TERMS EXPIRING IN 2000
Position with the Company and
the Association and Principal
Occupation During the Director
Name Age(1) Past Five Years Since (2)
---- --- ------------------------------ -------
Karl D. Griffin 69 Director; Secretary Emeritus of the 1955
Association; President of Kirklington
Park, Inc., a commercial real estate
leasing company located in Riviera
Beach, Florida; President of Smith &
Yetter, Inc. from 1961 until 1994.
<PAGE>
4
Position with the Company and
the Association and Principal
Occupation During the Director
Name Age(1) Past Five Years Since (2)
---- --- --------------------------------- ------
Harold I. Stevenson, CPA 62 Director; from 1987 through 1993, 1987
served as President of Harold I.
Stevenson, CPA, PA; since 1994,
self-employed, Palm Beach Gardens,
Florida.
(1) As of the Voting Record Date.
(2) Includes period served as director of the Association.
SHAREHOLDER NOMINATIONS
Article II, Section 14 of the Company's Bylaws governs nominations for
election to the Board of Directors and requires all such nominations, other than
those made by the Board, to be made at a meeting of shareholders called for the
election of directors. Article II, Section 14 of the Company's Bylaws provides
that shareholders entitled to vote for the election of directors may name
nominees for election to the Board of Directors. Any such nominations must be
submitted to the Secretary of the Company in writing at least five days prior to
the Annual Meeting. The Company is not required to include nominations of
shareholders in its Proxy Statement. However, if such a nomination is properly
made, ballots will be provided for use by shareholders at the Annual Meeting
bearing the name of such nominee or nominees. As of the date hereof, no such
nominations have been submitted to the Company.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARDS OF THE COMPANY AND
ASSOCIATION
The business of the Company's Board of Directors is conducted through
meetings and activities of the Board and its committees. Regular meetings of the
Board of Directors of the Company are held on a monthly basis and special
meetings of the Board of Directors of the Company are held from time-to-time as
needed. There were only six meetings of the Board of Directors of the Company
held during fiscal 1997 since the Company was not organized until August 1997.
No director attended fewer than 75% of the total number of meetings of the Board
of Directors of the Company held during fiscal 1997 and the total number of
meetings held by all committees of the Board on which the director served during
such year.
The Board of Directors of the Company has established various
committees, including Nominating, Stock Benefits and Audit Committees.
The Audit Committee reviews the records and affairs of the Company to
determine its financial condition, reviews with management and the independent
auditors the systems of internal control, and monitors the Company's adherence
in accounting and financial reporting to generally accepted accounting
principles. Currently, all Directors except President Pittard, although he is
invited to the meeting by the Committee, serve as members of this Committee. The
Audit Committee met one time during fiscal 1997.
The Stock Benefits Committee consists of the non-employee Directors of
the Company and is chaired by Mr. Stevenson. The Stock Benefits Committee has
exclusive responsibility and authority to control and manage the operation and
administration of the Association's Employee Stock Ownership Plan ("ESOP"),
including the interpretation and application of its provisions, except to the
extent such responsibility and authority are otherwise specifically allocated.
In addition, the Committee has exclusive responsibility regarding decisions
concerning the payment of benefits under the ESOP. The Stock Benefits Committee
also has exclusive responsibility for determining the award of options to
employees under the 1995 Stock Option Plan ("Option Plan") and restricted stock
awards to employees under the 1995 Recognition and Retention Plan for Employees
<PAGE>
5
and Outside Directors ("RRP"), and are responsible for administration of such
plans. The Stock Benefits Committee met 15 times during fiscal 1997.
In accordance with the Company's Bylaws, the Board of Directors acts as
the Nominating Committee. The Board did not meet in such capacity in fiscal 1997
but met subsequent to December 31, 1997 to nominate the persons listed herein as
the Board's nominees.
The Board of Directors of the Association met 15 times during fiscal
1997. In addition, the Board of Directors of the Association has established
various committees including a Compensation Committee. The Compensation
Committee of the Association meets monthly to review the performance of
employees (other than officers) and determines compensation programs and
adjustments. The entire Board of Directors ratifies the recommendations of the
Compensation Committee with respect to officers other than Mr. Pittard (who is a
member of the Committee) whose compensation is established by the Board. The
Compensation Committee was comprised of Larry J. Baker, Elizabeth A. DeLosh,
Cecil F. Howard, Jr., Feriel G. Hughes, Mary L. Kaminske, James B. Pittard, Jr.,
Michael E. Reinhardt and Jane H. Ryder. The Compensation Committee met 15 times
during fiscal 1997.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to the
executive officers of the Company and the Association who are not directors.
<TABLE>
<CAPTION>
Name Age (1) Positions(s)
- ------------------------ --------- ---------------------------------------------------------
<S> <C> <C>
Larry J. Baker, CPA 58 Senior Vice President, Chief Financial Officer, Treasurer
and Director of the Association's Finance Division
Cecil F. Howard, Jr. 60 Senior Vice President and Director of the Association's
Lending Division
Feriel G. Hughes 48 Senior Vice President and Director of the Association's
Human Resources, Marketing and Training Division
Mary L. Kaminske 60 Senior Vice President and Director of the Association's
Operations Division
Michael E. Reinhardt 52 Senior Vice President and Director of the Association's
Properties and Insurance Division
</TABLE>
- --------------
(1) As of the Voting Record Date.
Set forth below is a brief description of the background of each
executive officer of the Company and the Association who is not a director of
the Company for at least the last five years.
LARRY J. BAKER, CPA is Senior Vice President, Chief Financial Officer
and Treasurer of the Company and the Association and Director of the Finance
Division of the Association. Mr. Baker has been employed by the Association
since 1982 and has served as Senior Vice President since 1995, and Treasurer of
the Association since 1993. Mr. Baker has served in various other positions with
the Association including Controller from 1982 until 1996 and Vice President
from 1987 to 1994.
CECIL F. HOWARD, JR. is Senior Vice President of the Company and the
Association and has been Director of the Lending Division and Chief Lending
Officer of the Association since 1987 (except for the period from October 1994
until January 1995 during which time he served as President of First Federal
Savings and Loan Association of Florida, Lakeland, Florida).
FERIEL G. HUGHES is Senior Vice President of the Company and the
Association and Director of the Human Resources, Marketing and Training Division
of the Association. Ms. Hughes joined the Association in
<PAGE>
6
March 1997. She previously served as a sales consultant with the national firm
of Schneider Sales Management, from February 1995 to March 1997, Human Resources
Director of Brooklyn Bow International, Riviera Beach, Florida, from October
1994 to September 1996 and as Director of Sales and Marketing of Flagler
National Bank, West Palm Beach, Florida from August 1986 until March 1994.
MARY L. KAMINSKE is Senior Vice President of the Company and the
Association and Director of the Operations Division of the Association. Ms.
Kaminske has been employed by the Association since 1969 in various positions
including serving as Vice President from 1987 until 1996.
MICHAEL E. REINHARDT is Senior Vice President of the Company and the
Association and Director of the Properties and Insurance Division of the
Association. Mr. Reinhardt was first employed by the Association in 1985 serving
in various positions, including as Vice President from 1987 to 1996 and as
Senior Vice President since January 1997.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of the Voting Record Date, and certain other information with respect
to (i) the only persons or entities, including any "group" as that term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), who or which was known to the Association to be the beneficial
owner of more than 5% of the issued and outstanding Common Stock on the Voting
Record Date, (ii) each director of the Company, (iii) certain executive officers
of the Company and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner or Beneficial Ownership as of Percent of
Number Of Persons In Group March 12, 1998 (1)(2)(3)(4) Common Stock
-------------------------- -------------------------- ------------
<S> <C> <C>
ComFed, M.H.C. 2,620,144 51.4%
660 U.S. Highway One
North Palm Beach, Florida 33408
Community Savings, F. A. 179,569(5) 3.5
Employee Stock Ownership Plan
660 U.S. Highway One
North Palm Beach, Florida 33408
Directors:
Frederick A. Teed 18,860 *
James B. Pittard, Jr. 17,315(6) *
Forest C. Beaty, Jr. 18,983(7) *
Robert F. Cromwell 20,860 *
Karl D. Griffin 18,760(8) *
Harold I. Stevenson, CPA 18,060(9) *
Executive Officers:
Larry J. Baker, CPA 14,101(10) *
Cecil F. Howard, Jr. 5,961(11) *
Feriel G. Hughes -- *
Mary L. Kaminske 12,218(12) *
Michael E. Reinhardt 12,601(13) *
All directors and 157,719(14) 3.1
executive officers as a
group (11 persons)
</TABLE>
(FOOTNOTES ON THE FOLLOWING PAGE)
<PAGE>
7
- -----------------
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals and entities. Under regulations
promulgated pursuant to the Exchange Act, shares of Common Stock are
deemed to be beneficially owned by a person if he or she directly or
indirectly has or shares (i) voting power, which includes the power to
vote or to direct the voting of the shares, or (ii) investment power,
which includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the Voting Record Date pursuant to the exercise of outstanding
stock options. Shares of Common Stock which are subject to stock
options are deemed to be outstanding for the purpose of computing the
percentage of outstanding Common Stock owned by such person or group
but not deemed outstanding for the purpose of computing the percentage
of Common Stock owned by any other person or group.
(3) Includes amounts totaling 4,750, 4,440, 4,750, 4,750, 4,750, 4,750,
4,100, 1,000, 5,750 and 5,700 shares awarded pursuant to the RRP
granted to Messrs. Teed, Pittard, Beaty, Cromwell, Griffin, Stevenson,
Baker, Howard and Reinhardt and Ms. Kaminske, respectively. Such shares
may be voted by such persons although not all of such shares have
vested and been distributed. The awards vest at the rate of 20% per
year from the date of grant (January 1995 except with respect to Mr.
Howard whose grant was made in January 1997).
(4) Includes shares totaling 7,110, 11,360, 7,110, 7,110, 7,110, 7,110,
6,000, 1,500, 4,620 and 4,560 which may be acquired upon the exercise
of options exercisable within 60 days of the Voting Record Date granted
to Messrs. Teed, Pittard, Beaty, Cromwell, Griffin, Stevenson, Baker,
Howard, Reinhardt and Ms. Kaminske, respectively, pursuant to the
Option Plan.
(5) Does not include 8,259 shares allocated to or deemed beneficially owned
by the executive officers listed below, which shares are reflected in
such individuals' beneficial ownership.
(6) Includes 668 shares allocated to Mr. Pittard's wife, a former employee
of the Association, pursuant to the Association's ESOP, 55 shares owned
by Mr. Pittard's children and 792 shares allocated to Mr. Pittard
pursuant to the ESOP.
(7) Includes 4,560 shares owned jointly with Mr. Beaty's wife.
(8) Includes 3,500 shares owned jointly with Mr. Griffin's wife and 1,700
shares owned by Mr. Griffin's wife.
(9) Includes 2,500 shares owned by Mr. Stevenson's wife.
(10) Includes 1,678 shares allocated to Mr. Baker pursuant to the ESOP.
(11) Includes 2,354 shares allocated to Mr. Howard pursuant to the ESOP and
81 shares owned by Mr. Howard's wife through her IRA.
(12) Includes 3,810 shares owned jointly with Ms. Kaminske's husband (of
which 3,140 of such shares are included in the shares granted to Ms.
Kaminske pursuant to the RRP as noted above) and 1,288 shares allocated
to her pursuant to the ESOP.
(FOOTNOTES CONTINUED ON THE FOLLOWING PAGE)
<PAGE>
8
- -----------------
(13) Includes 4,202 shares owned jointly with Mr. Reinhardt's wife (of which
3,450 of such shares are included in the shares granted to Mr.
Reinhardt pursuant to the RRP as noted above) and 1,479 shares
allocated to Mr. Reinhardt pursuant to the ESOP.
(14) Includes 19,760 shares held by the RRP, which may be voted by directors
and executive officers pending vesting and distribution, 8,259 shares
allocated to executive officers pursuant to the ESOP and 63,590 shares
which may be acquired by directors and executive officers upon the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
<PAGE>
9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Association for services
rendered in all capacities during the past three years to the Chief Executive
Officer and the two other officers of the Association and its subsidiaries whose
compensation (salary and bonus) during the fiscal year ended December 31, 1997
exceeded $100,000. The Association changed its fiscal year from September 30 to
December 31 subsequent to September 30, 1996. Accordingly, amounts for fiscal
1996 and 1995 have been restated to be consistent with fiscal 1997. Said
officers, who also serve as executive officers of the Company, do not receive
separate compensation from the Company.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------- ---------------------------
Other Awards
Name and Fiscal Annual ------ All Other
Principal Position Year Salary Bonus Compensation(1) Stock Grants(2) Options Compensation(3)
------------------ ---- ------ ----- --------------- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Pittard, Jr. 1997 $205,754 $ -- $ 10,500 $ -- -- $28,020
President and Chief 1996 194,334 -- 10,500 -- -- 21,360
Executive Officer 1995 150,520 -- 9,450 82,325 35,600 15,793
Larry J. Baker 1997 $100,596 $ -- $ -- $ -- -- $17,149
Senior Vice President, 1996 94,860 -- -- -- -- 12,988
Chief Financial Officer and 1995 87,731 -- -- 45,613 10,000 9,515
Treasurer and Director of
the Finance Division
Cecil F. Howard, Jr. 1997 $144,131 $ -- $ -- $ 19,016 7,500 $24,752
Senior Vice President and 1996 133,579 -- -- -- -- 18,748
Chief Lending Officer and 1995 125,291 -- -- -- 12,572
Director of the Lending
Division
</TABLE>
- ----------
(1) Includes director fees paid for attendance at Board meetings of the
Company and its subsidiaries. Does not include amounts attributable to
miscellaneous benefits received by executive officers. In the opinion
of management of the Association, the costs to the Association of
providing such benefits to any individual executive officer during the
year ended December 31, 1997 did not exceed the lesser of $50,000 or
10% of the total of annual salary and bonus reported for the
individual.
(FOOTNOTES CONTINUED ON THE FOLLOWING PAGE)
<PAGE>
10
(2) Represents the grant of 7,400, 4,100, and 1,000 shares of restricted
Common Stock to Messrs. Pittard, Baker and Howard, respectively,
pursuant to the RRP. The awards vest 20% a year from the date of grant.
(3) Includes amounts allocated during the years ended December 31, 1997,
1996 and 1995 on behalf of Messrs. Pittard, Baker and Howard pursuant
to the ESOP.
DIRECTOR COMPENSATION
BOARD FEES. During the year ended December 31, 1997, each member of the
Board of Directors of the Company and its subsidiaries received a monthly
meeting fee of $1,750, except Mr. Pittard who received $875 per monthly meeting.
STOCK OPTIONS. Pursuant to the Option Plan each non-employee director
of the Association was granted in January 1995 a compensatory stock option to
purchase 11,850 shares of Common Stock. Each new non-employee director will
receive an option to purchase 200 shares of Common Stock upon election to the
Board, to the extent shares are available in the Option Plan. Options granted to
non-employee directors vest at the rate of 20% per year from the date of grant.
RESTRICTED STOCK AWARDS. Pursuant to the RRP, each non-employee
director of the Association was granted 4,750 shares of restricted stock. Each
new non-employee director will receive an award of 100 shares of Common Stock
upon election to the Board, to the extent shares are available in the RRP. The
restricted stock granted pursuant to the RRP vests at the rate of 20% per year
from the date of grant.
STOCK OPTIONS
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Option Plan by the named executive
officers during the fiscal year ended December 31, 1997 and options held at
December 31, 1997.
<TABLE>
<CAPTION>
Value of Unexercised In the
Number of Unexercised Money Options at Fiscal
Options at Year End Year End(1)
---------------------------- -------------------------------
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James B. Pittard, Jr. 4,800 $ 96,000 9,440 21,360 $228,920 $517,980
Cecil F. Howard, Jr. -- $ -- -- 7,500 $ -- $122,693
Larry J. Baker -- $ -- 4,000 6,000 $ 97,000 $145,500
</TABLE>
(1) Based on a per share market price of $35.375 at December 31, 1997.
<PAGE>
11
The following table discloses the total options granted to the one
executive officer receiving options during the year ended December 31, 1997.
<TABLE>
<CAPTION>
Number of % of Total
Options Options Granted Exercise Expiration Fair Value of
Name Granted to Employees (1) Price (2) Date Option (s)
- ----------------------- -------------- -------------------- ------------- -------------- ------------------
<S> <C> <C> <C> <C> <C>
Cecil F. Howard 7,500 100% $19.016 1/18/2007 $39,375
</TABLE>
(1) Percentage of options granted to all employees and directors during
fiscal 1997.
(2) The exercise price was based on the closing market price of a share of
the Association's common stock on the date of grant, which grant
occurred prior to consummation of the Reorganization.
(3) The fair value of the options granted was estimated using the Binary
Option Pricing Model. Under such analysis, the interest rate was
assumed to be 6.37%, the expected life of the options to be five years,
the expected volatility to be 15.36% and the dividend yield to be $2.67
per share.
DEFINED BENEFIT PLAN
The Association maintains a noncontributory defined benefit plan
("Retirement Plan"). All employees age 21 or older who have worked at the
Association for a period of one year and been credited with 1,000 or more hours
of employment with the Association during the year are eligible to accrue
benefits under the Retirement Plan. The Association annually contributes an
amount to the Retirement Plan necessary to satisfy the actuarially determined
minimum funding requirements in accordance with the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
At the normal retirement age of 65 (or completion of 30 years of
service with the Association, if earlier), the plan is designed to provide a
life annuity. The retirement benefit provided is an amount equal to 1.75% of a
participant's average monthly compensation based on the average of the three
consecutive years during the last 10 calendar years of employment which provides
the highest monthly average compensation multiplied by the participant's years
of credited service (not to exceed 35 years) to the normal retirement date.
Retirement benefits are also payable upon retirement due to early and late
retirement. A reduced benefit is payable upon early retirement at or after age
55 and the completion of fifteen years of service with the Association. Benefits
are also paid from the Retirement Plan upon a Participant's disability or death.
Upon termination of employment other than as specified above, a participant who
was employed by the Association for a minimum of two years is eligible to
receive his or her accrued benefit reduced for early retirement or a deferred
retirement benefit commencing on such participant's normal retirement date.
Benefits are payable in various annuity forms as well as in the form of a single
lump sum payment.
The following table sets forth estimated annual benefits payable upon
retirement at age 65 to the named executive officers under the Association's
Retirement Plan based upon various levels of compensation and years of service.
<TABLE>
<CAPTION>
Final Average
Compensation Years of Benefit Service at Retirement
- -------------------- --------------------------------------------------------------------
15 20 25 30 35
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 6,563 $ 8,750 $10,938 $13,125 $15,313
50,000 13,125 17,500 21,875 26,250 30,625
75,000 19,688 26,250 32,813 39,375 45,938
100,000 26,250 35,000 43,750 52,500 61,250
125,000 32,813 43,750 54,688 65,625 76,563
150,000 39,375 52,500 65,625 78,750 91,875
and above
</TABLE>
<PAGE>
12
The maximum annual compensation which may be taken into account under
the Internal Revenue Code (as adjusted from time to time by the Internal Revenue
Service ("IRS")) for calculating contributions under qualified defined benefit
plans after December 31, 1997 is $160,000 and the maximum annual benefit
permitted under such plans is $130,000.
At December 31, 1997, Messrs. Pittard, Howard and Baker had 16, 10 and
15 years of credited service, respectively, under the Retirement Plan.
EMPLOYEE STOCK OWNERSHIP PLAN
The Association has established an ESOP for employees age 21 or older
who have at least one year of credited service with the Association. The ESOP is
funded by the Association's contributions made in cash (which primarily will be
invested in Common Stock) or Common Stock. Benefits may be paid either in shares
of Common Stock or, to the extent permitted, in cash.
In October 1994, the ESOP borrowed $2.8 million from an unaffiliated
lender to purchase 190,388 shares of Common Stock in the open market. The
Association makes scheduled discretionary cash contributions to the ESOP
sufficient to amortize the principal and interest on the loan, which has a
maturity of seven years. Subsequent to December 31, 1997, the Company loaned
sufficient funds to the ESOP to permit the ESOP to repay the loan to the
unaffiliated lender. The terms of the loan to ESOP from the Company are
substantially identical to those of the loan from the unaffiliated lender. The
Association may, in any plan year, make additional discretionary contributions
for the benefit of plan participants in either cash or shares of Common Stock,
which may be acquired through the purchase of outstanding shares in the market
or from individual shareholders, upon the original issuance of additional shares
by the Association or upon the sale of treasury shares by the Association. Such
purchases, if made, would be funded through additional borrowings by the ESOP or
additional contributions from the Association. The timing, amount and manner of
future contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in
a loan suspense account and released on a pro rata basis as debt service
payments are made. Discretionary contributions to the ESOP and shares released
from the suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Association might otherwise have
contributed to the ESOP. Benefits generally vest at the rate of 20% per year
beginning in the second year of participation until the participant becomes 100%
vested after six years of credited service. Benefits may be payable upon
retirement, early retirement, disability or separation from service. The
Association's contributions to the ESOP are not fixed, so benefits payable under
the ESOP cannot be estimated.
The Stock Benefits Committee of the Board administers the ESOP and an
unaffiliated financial institution has been appointed to act as trustee of the
related trust. The Stock Benefits Committee may instruct the trustee regarding
investment of funds contributed to the ESOP. Under the ESOP, the trustee must
vote all allocated shares held in the ESOP in accordance with the instructions
of the participating employees, and allocated shares for which employees do not
give instructions will be voted in the same ratio on any matter as to those
shares for which instructions are given. Unallocated shares held in the ESOP
will be voted by the ESOP trustee after considering the recommendation of the
Stock Benefits Committee.
The ESOP is subject to the requirements of ERISA and the regulations of
the IRS and the Department of Labor thereunder.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Association maintains a non-qualified supplemental executive
retirement plan ("SERP") for certain executives of the Association to compensate
those executives participating in the Association's Retirement Plan whose
benefits are limited by Section 415 or Section 401(a)(17) of the Internal
Revenue Code. As of
<PAGE>
13
December 31, 1997, there were four executive officers participating in the SERP.
The SERP provides the designated executives with retirement benefits generally
equal to the difference between (i) seventy-five percent (75%) of the
executive's compensation and (ii) the sum of the executive's retirement benefit
under the Association's Retirement Plan and the executive's social security
benefits. Benefits under the SERP vest on normal retirement age (age 65). If an
executive remains employed with the Association after normal retirement age, the
executive will receive retirement benefits, actuarially adjusted to reflect the
executive's later retirement. Retirement benefits will be payable to the
executive in the form of a quarterly benefit for fifteen consecutive years.
Death benefits are payable to an executive's beneficiary only if the executive
survives to retirement from the Association. Benefits will be paid to the
beneficiary until the executive and the beneficiary have received a total of
sixty quarterly payments.
The SERP is considered an unfunded plan for tax and ERISA purposes. All
obligations arising under the SERP are payable from the general assets of the
Association. However, the Association has chosen to purchase life insurance
contracts to ensure that sufficient assets will be available to pay the benefits
under the SERP.
The benefits paid under the SERP supplement the benefits paid by the
Retirement Plan. The following table indicates the expected aggregate annual
retirement benefit payable from the SERP to SERP participants, expressed in the
form of a single-life annuity for the final average salary and years of service
specified below.
<TABLE>
<CAPTION>
Final Average Years of Service and
Compensation Benefit Payable at Retirement
------------- -----------------------------------------------------------------
15 20 25 30 35
--- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 32,838 $ 24,088 $ 15,338 $ 6,588 $ --
125,000 45,026 34,088 23,151 12,213 1,276
150,000 57,213 44,088 30,963 17,838 4,713
175,000 75,963 62,838 49,713 36,588 23,463
200,000 94,713 81,588 68,463 55,338 42,213
225,000 113,463 100,338 87,213 74,088 60,963
250,000 132,213 119,088 105,963 92,838 79,713
275,000 150,963 137,838 124,713 111,588 98,463
300,000 169,713 156,588 143,463 130,338 117,213
</TABLE>
Messrs. Pittard, Howard and Baker have 16, 10 and 15 years,
respectively, of credited service under the SERP. The Association's pension cost
attributable to the SERP was $54,000 for the year ended December 31, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Executive compensation philosophy, policies, levels and programs are
the responsibility of the full Board of Directors. Mr. Pittard, who serves as
President and Chief Executive Officer as well as a director of the Company and
the Association, does not participate in the Board's determination of
compensation for the President and Chief Executive Officer. In addition, Mr.
Teed, currently Chairman of the Board, served as President and Chief Executive
Officer of the Association from 1983 to 1993. The report of the committee with
respect to compensation for the Chief Executive Officer and certain executive
officers is set forth below.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to its Chief Executive Officer and certain
other executive officers of the Association (since such persons do not receive
compensation for service as officers of the Company). The disclosure
requirements for the Chief Executive Officer and such other
<PAGE>
14
executive officers include the use of various tables as well as a report
explaining the rationale and considerations that led to fundamental executive
compensation decisions affecting those individuals. In fulfillment of this
requirement, the Board of Directors has prepared the following report for
inclusion in this proxy statement.
The Board of Directors annually reviews the performance of the Chief
Executive Officer and other executive officers and approves changes to base
compensation as well as the level of bonus, if any, to be awarded. With respect
to all positions within the organization with the exception of the Chief
Executive Officer, the Association uses a formal quantitative system of job
evaluation. In determining whether the base salary of the Chief Executive
Officer should be increased, the Board of Directors takes into account
individual performance, performance of the Association, the size of the
Association and the complexity of its operations, and information regarding
compensation paid to executives performing similar duties for financial
institutions in the Association's market area.
While the Board of Directors does not use strict numerical formulas to
determine changes in compensation for the Chief Executive Officer and while it
weighs a variety of different factors in its deliberations, it has emphasized
and will continue to emphasize earnings, profitability, capital position and
income level, and return on tangible equity as factors in setting the
compensation of the Chief Executive Officer. Other non-quantitative factors
considered by the Board of Directors in fiscal 1997 included general management
oversight of the Association, the quality of communication with the Board of
Directors, and the productivity of employees. Finally, the Board of Directors
considers the Association's standing with customers and the community, as
evidenced by the level of customer/community complaints and compliments. While
each of the quantitative and non-quantitative factors described above was
considered by the Board of Directors, such factors were not assigned a specific
weight in evaluating the performance of the Chief Executive Officer. Rather, all
factors were considered, and based upon the effectiveness of such officer in
addressing each of the factors, and the range of compensation paid to officers
of peer institutions, the Board of Directors approved an increase in the base
salary of the Chief Executive Officer.
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common
Stock since the Association's initial public offering of common stock in October
1994 with (i) the yearly cumulative total return on the stocks included in the
SNL Thrift Index; (ii) the yearly cumulative total return on the stocks indexed
in the SNL $500 Million to $1 Billion Thrift Index; and (iii) the yearly
cumulative total return on the stocks included in the Nasdaq Stock Market Index
(for United States companies). All of these cumulative returns are computed
assuming the reinvestment of dividends at the frequency with which dividends
were paid during the applicable years.
[BELOW ARE THE PLOT POINTS FOR THE PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------
INDEX 10/24/94 12/31/94 12/31/95 12/31/96 12/31/97
- ----- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Community Savings Bankshares, Inc. (CMSV) 100.00 75.38 120.33 152.12 274.35
NASDAQ - Total US 100.00 99.16 140.24 172.49 211.67
SNL Thrift Index 100.00 93.62 145.80 189.97 323.25
SNL $500M-$1B Thrift Index 100.00 93.95 140.72 174.49 294.75
</TABLE>
<PAGE>
15
Graph represents $100 invested in the Association's initial public
offering of common stock issued on October 24, 1994 at $15.00 per share. As of
September 30, 1997, the Association's common stock was exchanged on a
one-for-one basis with the Common Stock in connection with the consummation of
the Reorganization. The SNL Thrift Index and SNL $500 million to $1.0 billion
Thrift Index are indices created by SNL Securities, L.P., Charlottsville,
Virginia, a nationally recognized analyst of financial institutions.
INDEBTEDNESS OF MANAGEMENT AND AFFILIATED TRANSACTIONS
In accordance and in compliance with applicable federal laws and
regulations, the Association offers mortgage loans to its directors, officers
and full-time employees for the financing of their primary residences and
certain other loans. Currently, all existing loans made by the Association to
its executive officers and directors and their associates were made on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with non-affiliated persons.
It is the belief of management that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features.
All transactions between the Company and/or the Association and their
respective executive officers, directors, holders of 10% or more of the shares
of its Common Stock and affiliates thereof, are on terms no less favorable to
the Company or the Association, as the case may be, than could have been
obtained by it in arm's-length negotiations with unaffiliated persons. Such
transactions must be approved by a majority of independent outside directors of
the Company, or the Association, as the case may be, not having any interest in
the transaction.
RATIFICATION OF APPOINTMENT OF AUDITORS
On November 6, 1997, the Board of Directors of the Company terminated
the services of Deloitte & Touche LLP ("Deloitte") as the Company's and the
Association's independent auditors subject to the completion of Deloitte's audit
of the Company's financial statements for the year ended December 31, 1997. Such
termination was recommended to the Board by the Audit Committee. In connection
with the termination of Deloitte's services as independent auditors, the Board
of Directors of the Company appointed Crowe, Chizek and Company LLP, independent
certified public accountants, to perform the audit of the Company's financial
statements for the year ending December 31, 1998, and further directed that the
selection of auditors be submitted for ratification by the shareholders at the
Annual Meeting.
Deloitte's report on the financial statements for the two immediately
preceding fiscal years did not contain an adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years and the
subsequent interim periods preceding Deloitte's replacement, there were no
disagreements between the Company or the Association and Deloitte on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.
During the Association's two most recent fiscal years and the
subsequent interim periods preceding Deloitte's replacement, Deloitte did not
advise, and has not indicated to the Company or the Association that it had any
reason to advise, the Registrant of any of the following:
(a) that the internal controls necessary for the Association to develop
reliable financial statements did not exist;
(b) that information had come to Deloitte's attention that had led it
to no longer be able to rely on management's representations, or that made it
unwilling to be associated with the financial statements prepared by management;
<PAGE>
16
(c) (1) the need to expand significantly the scope of the Company's or
the Association's audit, or that information had come to Deloitte's attention
during such time period that if further investigated might (i) materially impact
the fairness or reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (ii) cause it to be unwilling to rely on management's
representation or to be associated with the Company's or the Association's
financial statements, and (2) that due to Deloitte's replacement or for another
reason, the issue has not been resolved to Deloitte's satisfaction prior to its
replacement.
(d) (1) that information had come to Deloitte's attention that it had
concluded materially impacted the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to Deloitte's
satisfaction, would prevent it from rendering an unqualified audit report on
those financial statements, and (2) due to Deloitte's replacement, or for any
other reason, the issue was not resolved to Deloitte's satisfaction prior to its
replacement.
During the two most recent fiscal years and the subsequent interim
periods preceding the selection of Crowe, Chizek and Company LLP, the Company
and the Association have not consulted Crowe, Chizek and Company LLP regarding
the application of accounting principles, either contemplated or proposed, the
type of audit opinion that might be rendered on the Association's financial
statements or any other matters that would be required to be reported herein.
The Company and the Association have been advised by Crowe, Chizek and
Company LLP that neither that firm nor any of its associates has any
relationship with the Company or its subsidiaries other than the usual
relationship that exists between independent certified public accountants and
clients. Crowe, Chizek and Company LLP will have one or more representatives at
the Annual Meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDED DECEMBER 31, 1998.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders of
the Company, which is currently scheduled to be held in April 1999, must be
received at the principal executive offices of the Company, 660 U.S. Highway
One, North Palm Beach, Florida 33408, Attention: Deborah M. Rousseau, Vice
President and Secretary, no later than November 20, 1998. If such proposal is in
compliance with all applicable requirements, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
shareholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the year
ended December 31, 1997 accompanies this Proxy Statement. Such Annual Report is
not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
SHAREHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
<PAGE>
17
10-K FOR THE YEAR ENDED DECEMBER 31, 1997 AND THE LIST OF EXHIBITS THERETO
REQUIRED TO BE FILED WITH THE SEC UNDER THE EXCHANGE ACT. SUCH WRITTEN REQUEST
SHOULD BE DIRECTED TO DEBORAH M. ROUSSEAU, VICE PRESIDENT AND SECRETARY,
COMMUNITY SAVINGS BANKSHARES, INC., 660 U.S. HIGHWAY ONE, NORTH PALM BEACH,
FLORIDA 33408. THE FORM 10-K IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of 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 the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
By Order of the Board of Directors
/s/ Deborah M. Rousseau
----------------------------------------
Deborah M. Rousseau
Vice President and Secretary
<PAGE>
REVOCABLE PROXY
COMMUNITY SAVINGS BANKSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMMUNITY
SAVINGS BANKSHARES, INC. (THE "COMPANY") FOR USE AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 22, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a shareholder of the Company as of March 12, 1998,
hereby authorizes the Board of Directors or any successors thereto as proxies
with full powers of substitution, to represent the undersigned at the Annual
Meeting of Shareholders of the Company to be held at the Embassy Suites PGA
located at 4350 PGA Boulevard, Palm Beach Gardens, Florida on Wednesday, April
22, 1998 at 1:30 P.M., Eastern Time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, as set forth on the reverse hereof.
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of shareholders, the election of any
person as a director if a nominee is unable to serve or for good cause will not
serve, matters incident to the conduct of the Meeting, and upon such other
matters as may properly come before the Meeting.
The Board of Directors recommends that you vote FOR the Board of Directors'
nominees listed on the reverse side and FOR Proposal 2. Shares of common stock
of the Company will be voted as specified. IF NO SPECIFICATION IS MADE, SHARES
WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD
OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
This proxy may not be voted for any person who is not a nominee of the Board of
Directors of the Company. This proxy may be revoked at any time before it is
exercised.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders of Community Savings Bankshares, Inc. called for April 22, 1998
and a Proxy Statement for the Annual Meeting and the 1997 Annual Report to
Shareholders.
PLEASE MARK, SIGN DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[GRAPHIC MAP OF LOCATION OF EMBASSY SUITES]
EMBASSY
SUITES(R)
4350 PGA BLVD.
PALM BEACH GARDENS, FL 33410
TELEPHONE 561-622-1000
LOCATION Conveniently located at Interstate 95 exit 57B PGA Blvd.
West, just 1 mile from the Florida Turnpike exit 109.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ELECTION OF DIRECTORS NOMINEES FOR A THREE-YEAR TERM: FOREST C. BEATY, JR., FREDERICK A. TEED
FOR both nominees WITHHOLD INSTRUCTIONS: To withhold authority to vote for an individual nominee,
listed to the right AUTHORITY write that nominee's name in the space provided below.
(except as marked to to vote for both nominees
the contrary) listed to the right ________________________________________________________________________
</TABLE>
[ ] [ ]
PROPOSAL to ratify the appointment by the Board of Directors of Crowe, Chizek
and Company, LLP as the Company's independent auditors for the fiscal year
ending December 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<TABLE>
<CAPTION>
<S> <C>
PLEASE MARK, SIGN, DATE AND PROMPTLY
RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
Dated:_______________________________,1998
__________________________________________
__________________________________________
Signature(s)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR
ON THIS PROXY. ONLY ONE SIGNATURE IS
REQUIRED IN THE CASE OF A JOINT ACCOUNT.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY,
PLEASE GIVE TITLE.
I/WE WILL___ WILL NOT __ BE ATTENDING THE
ANNUAL MEETING.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
FOLD AND DETACH HERE
[LOGO]
COMMUNITY SAVINGS
BANKSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 22, 1998 - 1:30 p.m. Eastern Time
Embassy Suites PGA
4350 PGA Boulevard
Palm Beach Gardens, Florida 33410
Dear Shareholder(s):
Enclosed you will find material relative to the 1998 Annual Meeting of
Shareholders of Community Savings Bankshares, Inc. The Notice of the Annual
Meeting and Proxy Statement describe the formal business to be transacted at the
Annual Meeting, as summarized on the attached proxy card.
Whether or not you expect to attend our Annual Meeting, please complete and
return the attached proxy card in the enclosed envelope (which requires no
postage if mailed in the United States). Your prompt return of the proxy card
will save Community Savings Bankshares, Inc. the expense of sending further
requests for proxies.
As a shareholder, please remember that your vote is very important to Community
Savings Bankshares, Inc. We look forward to hearing from you.
Sincerely,
/s/ James B. Pittard, Jr.
- ------------------------------
James B. Pittard, Jr.
President and
Chief Executive Officer
P.S. To assist you in locating the Embassy Suites PGA we've included a map on
the reverse of this card.
