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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a 6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss.240.14a-11(c) or ss.240.14a-12
SFSB Holding Company
- --------------------------------------------------------------------------------
(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>
SFSB HOLDING COMPANY
Parent Company of
STANTON FEDERAL SAVINGS BANK
900 Saxonburg Boulevard * Pittsburgh, Pennsylvania 15223 * Phone (412) 487-4200
March 24, 2000
Dear Stockholder:
On behalf of the Board of Directors and management of SFSB Holding
Company (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the Company's office at 900 Saxonburg Boulevard,
Pittsburgh, Pennsylvania, on April 25, 2000, at 9:00 a.m. The attached Notice of
Annual Meeting and Proxy Statement describe the formal business to be transacted
at the Annual Meeting. During the Annual Meeting, I will report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of S.R. Snodgrass, A.C., certified public accountants, will be
present to respond to any questions stockholders may have.
You will be asked to elect a director and to ratify the appointment of
S.R. Snodgrass, A.C. as the Company's independent accountants for the fiscal
year 2000. The Board of Directors has unanimously approved each of these
proposals and recommends that you vote FOR them.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so. If you are planning to attend
the Annual Meeting, please let us know by marking the appropriate box on the
proxy card.
Sincerely,
/s/Barbara J. Mallen
--------------------------------------------
Barbara J. Mallen
President
<PAGE>
- --------------------------------------------------------------------------------
SFSB HOLDING COMPANY
900 SAXONBURG BOULEVARD
PITTSBURGH, PENNSYLVANIA 15223
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 2000
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of SFSB Holding Company (the "Company"), will be held at Company's Office at 900
Saxonburg Boulevard, Pittsburgh, Pennsylvania, on April 25, 2000, at 9:00 a.m.
for the following purposes:
1. To elect one director of the Company; and
2. To ratify the appointment of S.R. Snodgrass, A.C. as independent
accountants of the Company for the fiscal year ending December 31, 2000;
all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on March 1,
2000 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
A copy of the Company's Annual Report for the year ended December 31,
1999 is enclosed.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Joseph E. Gallagher
----------------------------------
Joseph E. Gallagher
Secretary
Pittsburgh, Pennsylvania
March 24, 2000
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
SFSB HOLDING COMPANY
900 SAXONBURG BOULEVARD
PITTSBURGH, PENNSYLVANIA 15223
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 2000
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of SFSB Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders which will be held at the
Company's office at 900 Saxonburg Boulevard, Pittsburgh, Pennsylvania, on April
25, 2000, 9:00 a.m. local time (the "Meeting"). The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are being first mailed
to stockholders on or about March 24, 2000.
All properly executed written proxies that are delivered pursuant to
this proxy statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of a director named in Proposal 1, (b) FOR Proposal 2
(ratification of independent public accountants); and (c) in the discretion of
the proxy holders, as to any other matters that may properly come before the
Meeting. Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Corporate Secretary of the Company (Joseph E. Gallagher, at 900
Saxonburg Boulevard, Pittsburgh, Pennsylvania 15223) written notice of such
revocation, (ii) submitting a duly executed proxy bearing a later date, or (iii)
attending the Meeting and giving the Secretary notice of your intention to vote
in person.
- --------------------------------------------------------------------------------
VOTING STOCK AND VOTE REQUIRED
- --------------------------------------------------------------------------------
The Board of Directors has fixed the close of business on March 1, 2000
as the record date for the determination of stockholders who are entitled to
notice of, and to vote at, the Meeting. On the record date, there were 658,705
shares of the Company's common stock outstanding (the "Common Stock"). Each
stockholder of record on the record date is entitled to one vote for each share
held.
The Articles of Incorporation of the Company (the "Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates (as such terms
are defined in the Articles of Incorporation), or which such person or any of
his or her affiliates has the right to acquire upon the exercise of conversion
rights or options and shares as to which such person or any of his or her
affiliates or associates have or share investment or voting power, but neither
any employee stock ownership or similar plan of the Company or any subsidiary,
nor any trustee with respect thereto or any affiliate of such trustee (solely by
reason of such capacity of such trustee), shall be deemed, for purposes of the
Articles of Incorporation, to beneficially own any Common Stock held under any
such plan.
<PAGE>
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of a director, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominee as submitted as
Proposal 1, proposed by the Board, or to withhold authority to vote for the
nominee being proposed. Such director shall be elected by a majority of votes of
the shares present in person or represented by proxy at a meeting and entitled
to vote in the election of directors.
As to the ratification of the independent accountants, which is
submitted as Proposal 2, a stockholder may: (i) vote "FOR" the ratification;
(ii) vote "AGAINST" the ratification; or (iii) "ABSTAIN" with respect to the
ratification. Unless otherwise required by law, Proposal 2 and all other matters
shall be determined by a majority of votes cast affirmatively or negatively
without regard to (a) Broker Non-Votes, or (b) proxies marked "ABSTAIN" as to
that matter.
- --------------------------------------------------------------------------------
PRINCIPAL HOLDERS
- --------------------------------------------------------------------------------
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding(%)
- ------------------------------------ -------------------- --------------
<S> <C> <C>
Stanton Federal Savings Bank
Employee Stock Ownership Plan ("ESOP")
900 Saxonburg Boulevard
Pittsburgh, Pennsylvania 15223 (1) 57,799 8.8
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
Jeffrey L. Gendell
31 West 52nd Street, 17th Floor
New York, New York 10106 (2) 56,500 8.6
All directors and officers of the Company as
a group (five persons) (3) 70,048 10.5
</TABLE>
- -------------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are
held in a suspense account and will be allocated among ESOP
participants annually on the basis of compensation as the ESOP debt is
repaid. The Bank's board of directors (the "Bank's Board") has
appointed a committee consisting of directors Mary Lois Loftus, Timothy
R. Maier, and Jerome L. Kowalewski to serve as the ESOP administrative
committee ("ESOP Committee") and to serve as the ESOP Trustees ("ESOP
Trustees"). The ESOP Committee or the board instructs the ESOP Trustees
regarding investment of ESOP plan assets. The ESOP Trustees must vote
all shares allocated to participants accounts under the ESOP as
directed by participants. Unallocated shares and shares for which no
timely voting director is received, will be voted by the ESOP Trustee
as directed by the Bank's Board or the ESOP Committee. As of the Record
Date, 11,335 shares have been allocated under the ESOP to participant
accounts.
(2) The information as to Tontine Financial Partners, L.P., Tontine
Management, L.L.C., and Jeffrey L. Gendell (the "Reporting Persons") is
derived from an amended Schedule 13D, dated December 10, 1999, filed by
the Reporting Persons, which states that, as of December 9, 1999, the
Reporting Persons had shared voting and dispositive power with respect
to 56,500 shares.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individuals effectively exercise sole voting and investment
power, unless otherwise indicated. Includes options to purchase 8,712
shares of Common Stock that may be purchased under the Company's 1998
stock option plan ("Stock Option Plan") within 60 days of the Record
Date. Excludes 52,314 shares held by the ESOP (57,799 shares minus
5,485 shares allocated to executive officers) and also excludes 25,962
shares previously awarded but presently subject to forfeiture held by
the Bank's restricted stock plan ("RSP") over which certain directors,
as trustees to the ESOP and the RSP, respectively, exercise shared
voting and investment power. Such individuals serving as trustees
disclaim beneficial ownership with respect to such shares. See Proposal
1 - Election of Directors.
-3-
<PAGE>
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Section 16(a) of the Securities and Exchange Act of 1934 , as amended,
requires the Company's directors and executive officers to file reports of
ownership and changes in ownership of their equity securities of the Company
with the Securities and Exchange Commission and to furnish the Company with
copies of such reports. To the best of the Company's knowledge, all of the
filings by the Company's directors and executive officers were made on a timely
basis during the 1999 fiscal year. The Company is not aware of other beneficial
owners of more than ten percent of its Common Stock.
- --------------------------------------------------------------------------------
PROPOSAL I - ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Articles of Incorporation requires that directors be divided into
four classes, as nearly equal in number as possible, each class to serve for a
four year period, with approximately one-fourth of the directors elected each
year. The Board of Directors currently consists of five members, each of whom
also serves as a director of Stanton Federal Savings Bank (the "Bank"). One
director will be elected at the Meeting, to serve for a four-year term or until
his or her successor has been elected and qualified.
Joseph E. Gallagher has been nominated by the Board of Directors to
serve as a director. Mr. Gallagher is currently a member of the Board and has
been nominated for a four-year term to expire in 2004.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of Mr. Gallagher, unless the proxy card is marked to indicate
that such authorization is expressly withheld. Should Mr. Gallagher withdraw or
be unable to serve (which the Board of Directors does not expect) or should any
other vacancy occur in the Board of Directors, it is the intention of the
persons named in the enclosed proxy card to vote for the election of such
persons as may be recommended to the Board of Directors by the Nominating
Committee of the Board. If there are no substitute nominees, the size of the
Board of Directors may be reduced.
The following table sets forth information with respect to the nominee
and the other sitting directors, including for each their name, age, the year
they first became a director of the Company or the Bank, the expiration date of
their current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Each director of the Company is also a member
of the Board of Director of the Bank. Beneficial ownership of executive officers
and directors of the Company, as a group, is set forth under the caption
"Principal Holders".
-4-
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Year First Current Owned as of
Elected or Term to March 1, Percent
Name and Title Age(1) Appointed(2) Expire 2000 (3) Owned (%)
- -------------- ------ ------------ ----------- --------------- ---------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2004
Joseph E. Gallagher 48 1989 2000 18,598 2.8
Director, Senior Vice President, and
Secretary
DIRECTORS CONTINUING IN OFFICE
Barbara J. Mallen 57 1972 2001 20,402 3.0
Director and President
Mary Lois Loftus 70 1995 2002 8,516(4) 1.3
Director
Timothy R. Maier 40 1986 2002 15,016(4) 2.3
Chairman of the Board
Jerome L. Kowalewski 56 1993 2003 7,516(4) 1.1
Director
</TABLE>
- --------------
(1) At December 31, 1999.
(2) Refers to the year the individual first became a director of the Bank.
(3) The share amounts include shares of Common Stock that the following
persons may acquire through the exercise of stock options under the
Stock Option Plan within 60 days of the Record Date: Joseph E.
Gallagher - 2,904, Jerome L. Kowalewski - 726, Mary Lois Loftus - 726,
Timothy R. Maier - 726, and Barbara J. Mallen - 3,630.
(4) Excludes 57,799 shares and 25,962 shares of Common Stock held under the
ESOP and RSP, respectively, for which such individual serves as a
member of the ESOP Committee, ESOP Trust and the RSP trust. Such
individual disclaims beneficial ownership with respect to shares held
in a fiduciary capacity.
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their names.
<TABLE>
<CAPTION>
Age as of
Name December 31, 1999 Positions Held With the Company
- ---- ----------------- -------------------------------
<S> <C> <C>
Barbara J. Mallen 57 Director and President
Joseph E. Gallagher 48 Director, Senior Vice President, and Secretary
</TABLE>
Biographical Information
Set forth below is certain information with respect to the directors,
including director nominees and executive officers of the Company. All directors
of the Bank in October 1997 became directors of the Company at that time.
Executive Officers receive compensation from the Bank. See "-- Executive
-5-
<PAGE>
Compensation." All directors and executive officers have held their present
positions for five years unless otherwise stated.
NOMINEE FOR DIRECTOR:
Joseph E. Gallagher has been employed by us since 1979 and has been
Senior Vice President and Secretary since 1996 and a member of the board since
1989.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF MR.
GALLAGHER FOR DIRECTOR.
CONTINUING DIRECTORS:
Jerome L. Kowalewski has been a member of the board since 1993 and
Treasurer since 1996. Mr. Kowalewski is the majority shareholder and President
of Al & Bob's Auto Parts Inc., in the local Pittsburgh area. Mr. Kowalewski is a
member of the Lawrenceville Business Association.
Mary Lois Loftus has been a member of the board since 1995. Ms. Loftus
is a retired real estate agent and the former owner of Loftus Florist in the
local Pittsburgh area.
Timothy R. Maier has been a member of the board since 1986 and Chairman
since 1996. Mr. Maier is in the insurance business and owns two insurance
agencies in the local Pittsburgh area. Mr. Maier is the Past President and the
President Elect of the Rotary Club of Lawrenceville and a member of the
Lawrenceville Business Association and the Lawrenceville Development
Corporation.
Barbara J. Mallen has been employed by us since 1960 and has been the
President since 1988 and a member of the board since 1972. Ms. Mallen is a
member of the Lawrenceville Business Association and past Director of the
Western Pennsylvania League of Savings Associations.
Meetings and Committees of the Board of Directors
During 1999, the Board of Directors held a total of 12 meetings. No
director attended fewer than 75% of the total meetings of the Board of Directors
and committees during the period of his or her service. In addition to other
committees, as of December 31, 1999, the Company had a Nominating Committee, a
Compensation Committee, and an Audit Committee.
The Nominating Committee consists of the Board of Directors of the
Company. Nominations to the Board of Directors made by stockholders must be made
in writing to the Secretary and received by the Company not less than 60 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders of the Company. Notice to the Company of such nominations must
include certain information required pursuant to the Company's Bylaws. The
Nominating Committee, which is not a standing committee, met once during the
1999 fiscal year.
The Compensation Committee is comprised of directors Kowalewski and
Loftus. This standing committee establishes the Bank's salary budget for
approval by the Board of Directors. The Committee met once during the 1999
fiscal year.
-6-
<PAGE>
The Audit Committee is comprised of directors Maier, Loftus, and
Kowalewski. The Audit Committee is responsible for developing and maintaining
the Bank's audit program. The Committee also meets with the Bank's outside
accountants to discuss the results of the annual audit and any related matters.
The Audit Committee met once during the 1999 fiscal year.
- --------------------------------------------------------------------------------
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
Each director is paid quarterly and total aggregate fees paid to the
directors for the year ended December 31, 1999 were $43,500. Directors are not
paid for committee meetings.
In addition, the Bank has maintained a Directors Consultant and
Retirement Plan ("DRP") for all of its directors. The DRP provides retirement
benefits to the directors of the Bank based upon the number of years of service
to the Bank's board, which must be at least 5 years. If a director agrees to
become a consulting director to the Bank's board upon retirement, he or she will
receive a monthly payment of between $450 to $650 for 5 years or until death,
whichever is earlier. Benefits under the DRP will begin upon a director's
retirement. In the event there is a change in control, all directors will be
presumed to have not less than 5 years of service and each director will receive
a lump sum payment equal to the present value of future benefits payable. During
1999, there were no payments made by the Bank under the DRP plan.
Under the 1998 Stock Option Plan, each non-employee director was
granted options to acquire 3,630 shares of Common Stock and Ms. Mallen and Mr.
Gallagher, respectively, were granted options to acquire 18,150 and 14,520
shares of Common Stock. The exercise price of the options is the fair market
value of the Company's Common Stock on the date of grant. The options granted to
all directors are exercisable at the rate of 20% commencing on October 20, 1999.
Under the RSP, each non-employee director was awarded 1,452 shares of
Common Stock and Ms. Mallen and Mr. Gallagher, respectively were awarded 7,260
and 5,808 shares of Common Stock. All directors will earn shares awarded to them
at the rate of 20% per year commencing on October 20, 1999. In accordance with
the RSP, dividends are paid on shares awarded or held in the RSP.
Executive Compensation
The Company has no full time employees, but relies on the employees of
the Bank for the limited services required by the Company. All compensation paid
to officers and employees is paid by the Bank.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the chief executive officer. No
executive officer of either the Bank or the Company had a salary and bonus for
the three fiscal years then ended, that exceeded $100,000 for services rendered
in all capacities to the Bank or the Company.
-7-
<PAGE>
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------
Annual Awards
-------------------------- -----------------------------
Compensation
#Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Options/ All Other
Principal Position Year Salary ($) Bonus ($) Compensation Award(s)($)(1) SARs(2) Compensation($)
- ------------------- ---- ---------- --------- ------------ -------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Barbara J. Mallen 1999 104,400 23,000 -- -- -- 48,125(3)
President 1998 96,000 18,000 -- 67,155 18,150 47,725
1997 86,256 25,000 -- -- -- 55,769
</TABLE>
- -------------
(1) Represents the award of 7,260 shares of Common Stock under the RSP as
of October 20, 1998 on which date the market price of such stock was
$9.25 per share. Such stock awards became non-forfeitable at the rate
of 1,452 shares per year commencing on October 20, 1999. Dividend
rights associated with such stock are accrued and held in arrears to be
paid at the time that such stock becomes non-forfeitable. As of
December 31, 1999, 5,808 shares with a market value of $50,820 at such
date (based upon the closing price of $8.75 per share at such date)
remain unvested.
(2) Represents award of 18,150 options as of October 20, 1998, at $9.25 per
share. See " -- Stock Awards."
(3) Consists of the value of 1,668 shares of stock ($10.00) allocated under
the ESOP (with an aggregate market value of $14,595) and an accrual by
the Bank of approximately $31,445 under the supplemental retirement
plan, as discussed below.
Stock Awards. The following table sets forth information with respect
to previously awarded stock options to purchase the Common Stock granted in 1998
to Ms. Mallen and held by her as of December 31, 1999. The Company has not
granted to Ms. Mallen any stock appreciation rights ("SARs").
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/SARs
Options/SARs at at FY-End ($)
FY-End (#)
Shares Acquired
Name on Exercise (#) Value Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- ------------------ -------------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Barbara J. Mallen 0 0 3,630/14,520 $ 0/$0
</TABLE>
- ------------------
(1) Based upon an exercise price of $9.25 per share and estimated price of
$8.75 at December 31, 1999.
Employment Agreement. The Bank has entered into an employment agreement
with Barbara J. Mallen, President of the Bank ("Agreement"). The Agreement has a
three year term. Under the Agreement, Ms. Mallen's employment may be terminated
by the Bank for "just cause" as defined in the Agreement. If the Bank terminates
Ms. Mallen without just cause, Ms. Mallen will be entitled to a continuation of
her salary from the date of termination through the remaining term of the
Agreement. In the event of the termination of employment in connection with any
change in control of the Bank during the term of the Agreement, Ms. Mallen will
be paid in a lump sum an amount equal to 2.99 times her prior five year's
average taxable compensation. In the event of a change in control at December
31, 1999, Ms. Mallen would have been entitled to a lump sum payment of
approximately $326,000.
-8-
<PAGE>
Supplemental Executive Retirement Plan ("SERP"). A SERP has been
implemented for the benefit of the President, Barbara J. Mallen. The SERP
provides that Ms. Mallen may receive the full income replacement percentage
provided under the Bank's defined benefit pension plan ("Pension Plan") (67% of
final average compensation payable at age 62 rather than at age 65), provided
she remains employed until she becomes 58 years old, in the year 2000. In such
event, she will be eligible to receive a supplemental retirement benefit that
will have the effect of reducing the early retirement discount payable under the
Pension Plan from a reduction of 7% for each year that benefits commence prior
to age 65 to a reduction of approximately 3% per year for retirement prior to
age 62, but after age 58. Upon a termination of employment following a change in
control, Ms. Mallen will be presumed to have attained not less than the minimum
retirement age under the SERP. For the fiscal year ended December 31, 1999, Ms.
Mallen had an accrued SERP benefit of approximately $95,000 and such benefit
under the SERP was not vested.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
- --------------------------------------------------------------------------------
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
- --------------------------------------------------------------------------------
S.R. Snodgrass, A.C. was the Company's independent public accountants
for the 1999 fiscal year. The Board of Directors has appointed S.R. Snodgrass,
A.C. to be its accountants for the fiscal year ending December 31, 2000, subject
to ratification by the Company's stockholders. A representative of S.R.
Snodgrass, A.C. is expected to be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if the
representative so desires.
Ratification of the appointment of the accountants requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of S.R. Snodgrass, A.C. as the
Company's accountants for the 2000 fiscal year.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2001, all
stockholder proposals must be submitted to the Secretary at the Company's
office, 900 Saxonburg Boulevard, Pittsburgh, Pennsylvania 15223, on or before
November 24, 2000. Under the Articles of Incorporation, in order to be
considered for possible action by stockholders at the 2001 annual meeting of
stockholders, stockholder nominations for director and stockholder proposals not
included in the Company's proxy statement must be submitted to the Secretary of
the Company, at the address set forth above, no later than February 23, 2001.
-9-
<PAGE>
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, SFSB HOLDING COMPANY, 900
SAXONBURG BOULEVARD, PITTSBURGH, PENNSYLVANIA 15223.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Joseph E. Gallagher
------------------------------------
Joseph E. Gallagher
Secretary
Pittsburgh, Pennsylvania
March 24, 2000
-10-
<PAGE>
APPENDIX
- --------------------------------------------------------------------------------
SFSB HOLDING COMPANY
900 SAXONBURG BOULEVARD
PITTSBURGH, PENNSYLVANIA 15223
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 25,2000
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of SFSB Holding
Company (the "Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at the Company's office, 900
Saxonburg Boulevard, Pittsburgh, Pennsylvania, on April 18, 2000, at 9:00 a.m.
and at any and all adjournments thereof, in the following manner:
WITHHELD FROM
FOR NOMINEE NOMINEE
----------- -------
1. To elect Joseph E. Gallagher as director [_] [_]
FOR AGAINST ABSTAIN
--- ------- -------
2. To ratify the appointment of S.R. [_] [_] [_]
Snodgrass, A.C. as independent accountants for
the Company for the fiscal year ending
December 31, 2000.
The Board of Directors recommends a vote "FOR" the above listed
propositions. ---
- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED 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 MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the Stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated March 24, 2000 and the 1999 Annual Report.
Please check the box if you are planning to attend the Meeting. [_]
Dated: , 2000
-----------------------------
- ---------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ---------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
