<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MAIN STREET BANCORP, 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>
March 15, 1999
Dear Shareholder:
We are pleased to invite you to the 1999 Annual Meeting of Shareholders of
Main Street Bancorp, Inc. to be held on Wednesday, April 14, 1999 at 3:00 p.m.,
at Stokesay Castle, Hill Road and Spook Lane, Reading, Pennsylvania.
The Notice of the Annual Meeting and the Proxy Statement on the following
pages address the formal business of the meeting, which includes the election of
four (4) Class I Directors and the ratification of the selection of auditors for
the year ending December 31, 1999. At the Annual Meeting, the Corporation's
management will address other corporate matters which may be of interest to you
and will be available to respond to your questions.
Please sign, date and return the accompanying Proxy in the postage prepaid
envelope, as soon as possible, even if you plan to attend the meeting.
Sincerely,
/s/ Nelson R. Oswald
______________________________________
Nelson R. Oswald
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER
NELSON R. OSWALD
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER
<PAGE>
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1999
---------------------
To the Shareholders of Main Street Bancorp Inc:
Notice is hereby given that the Annual Meeting of Shareholders of MAIN
STREET BANCORP, INC. (the "Corporation") will be held at 3:00 p.m., on
Wednesday, April 14, 1999 at Stokesay Castle, Hill Road and Spook Lane, Reading,
Pennsylvania for the following purposes:
1. To elect four (4) Class I Directors to serve for a three-year term and
until their successors are elected and qualified;
2. To ratify the selection of Beard & Company, Inc., Certified Public
Accountants, of Reading, Pennsylvania, as the auditors for the
Corporation for the year ending December 31, 1999;
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
In accordance with the By-laws of the Corporation and action of the Board of
Directors, only those shareholders of record at the close of business on March
5, 1999, will be entitled to notice of and to vote at the Annual Meeting.
YOU ARE URGED TO MARK, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT
RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL
AID THE CORPORATION IN REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION.
THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING AND GIVE WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION.
By Order of the Board of Directors,
/s/ Richard A. Ketner
______________________________________
Richard A. Ketner
SECRETARY
Richard A. Ketner
SECRETARY
March 15, 1999
<PAGE>
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 14, 1999
GENERAL
INTRODUCTION, DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of MSBI (the "Corporation"), of proxies to be voted at
the Annual Meeting of Shareholders of the Corporation to be held on Wednesday,
April 14, 1999 at 3:00 p.m., at Stokesay Castle, Hill Road and Spook Lane,
Reading, Pennsylvania, and at any adjournment or postponement of the Annual
Meeting.
The principal executive office of the Corporation is located at the Berks
County Bank Building, 601 Penn Street, Reading, Pennsylvania 19601. The
telephone number for the Corporation is (610) 685-1400. All inquiries should be
directed to Nelson R. Oswald, Chairman of the Board of Directors and Chief
Executive Officer of the Corporation
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement and the enclosed form of proxy (the "Proxy") are first
being sent to shareholders of the Corporation on or about March 15, 1999.
Shares of Main Street Bancorp, Inc. common stock, $1.00 par value (the
"Common Stock") represented by the accompanying Proxy, if properly signed and
returned, will be voted in accordance with the specifications thereon. Any Proxy
not specifying to the contrary will be voted FOR the election of the nominees
for Class I Director named below and FOR the ratification of the selection of
Beard & Company, Inc., Certified Public Accountants, of Reading, Pennsylvania,
as the auditors for the Corporation for the year ending December 31, 1999.
Execution and return of the enclosed Proxy will not affect a shareholder's right
to attend the Annual Meeting and, after giving written notice to the Secretary
of the Corporation, to vote in person. The cost of preparing, assembling,
printing, mailing and soliciting Proxies, and any additional material that the
Corporation may furnish in connection with the Annual Meeting, will be borne by
the Corporation. In addition to the use of mails, certain directors, officers
and employees or other representatives of the Corporation may solicit Proxies
personally, by telephone, telegraph and fax.
Arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries to forward Proxy solicitation material to the
beneficial owners of stock held of record by these persons, and, upon request,
the Corporation will reimburse them for their reasonable forwarding expenses.
REVOCABILITY OF PROXY
A shareholder who returns a Proxy may revoke the Proxy at any time before it
is voted only: (1) by giving written notice of revocation to Richard A. Ketner,
Secretary of Main Street Bancorp, Inc., at 601 Penn Street, Post Office Box
1097, Reading, Pennsylvania 19603; (2) by executing a later-dated Proxy and
giving written notice thereof to the Secretary of the Corporation; or (3) by
voting in person after giving written notice to the Secretary of the
Corporation.
VOTING SECURITIES AND RECORD DATE
At the close of business on Friday March 5, 1999, the Corporation had
10,396,403 shares of Common Stock outstanding.
Only holders of Common Stock of record at the close of business on March 5,
1999 will be entitled to notice of and to vote at the Annual Meeting. Cumulative
voting rights do not exist with respect to the election of directors. On all
matters to come before the Annual Meeting, each share of Common Stock is
entitled to one vote, and, accordingly, holders of Common Stock are entitled to
cast a total of 10,396,403 votes at the Annual Meeting.
1
<PAGE>
QUORUM
Pursuant to Article 1, Section 102, of the By-laws of the Corporation, the
presence, in person or by proxy, of shareholders entitled to at least a majority
of the votes which all shareholders are entitled to cast shall constitute a
quorum. Abstentions and broker non-votes will not constitute or be counted as
"votes" cast for purposes of the Annual Meeting but will be used for purposes of
determining whether a quorum exists at the Annual Shareholders' Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL OWNERS
There were no beneficial owners of more than five percent (5%) of the Common
Stock.
BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES
The following table sets forth as of March 5, 1999, the amount and
percentage of the Common Stock beneficially owned by each director, each nominee
for director, each named executive officer, and all directors and executive
officers of the Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1)(2) OF CLASS
- ------------------------------------------------------------------------- ------------------------ -----------
<S> <C> <C>
DIRECTORS AND NOMINEES:
Richard D. Biever(3)..................................................... 26,971 0.26%
Edward J. Edwards(4)..................................................... 47,674 0.46
Albert L. Evans, Jr.(5).................................................. 36,612 0.35
Richard T. Fenstermacher(6).............................................. 18,699 0.18
Ivan H. Gordon(7)........................................................ 27,597 0.27
Frederick A. Gosch(8).................................................... 23,559 0.23
Jeffrey W. Hayes(9)...................................................... 135,449 1.30
Allen E. Kiefer(10)...................................................... 61,189 0.59
Alfred B. Mast(11)....................................................... 68,415 0.66
Nelson R. Oswald(12)..................................................... 188,982 1.81
Wesley R. Pace(13)....................................................... 57,571 0.55
Joseph P. Schlitzer(14).................................................. 45,862 0.44
Floyd S. Weber(15)....................................................... 58,994 0.57
OTHER NAMED EXECUTIVE OFFICERS:
Richard A. Ketner(16).................................................... 26,120 0.49
Robert D. McHugh, Jr.(17)................................................ 50,188 0.49
Steven A. Ehrlich(18).................................................... 9,797 0.09
Norman E. Heilenman(19).................................................. 11,634 0.11
All Directors and Executive Officers as a Group (23 persons)............. 970,401 9.07(20)
</TABLE>
- ------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as securities
to which the individual has or shares voting or investment power or has the
right to acquire beneficial ownership within sixty (60) days after March 5,
1999. Beneficial ownership may be disclaimed as to certain of the
securities.
(2) Information furnished by the directors, executive officers and the
Corporation.
(3) Includes 21,409 shares of Common Stock held individually by Mr. Biever, and
5,562 shares subject to stock options granted to Mr. Biever.
2
<PAGE>
(4) Includes 34,113 shares of Common Stock held jointly by Mr. Edwards and his
spouse and 13,561 shares subject to stock options granted to Mr. Edwards.
(5) Includes 2,523 shares of Common Stock held individually by Mr. Evans, 25,811
shares of Common Stock held jointly by Mr. Evans with his spouse and 1,030
shares of Common Stock held directly by Mr. Evans' spouse. Mr. Evans
disclaims beneficial ownership of these shares. Also includes 7,248 shares
subject to stock options granted to Mr. Evans.
(6) Includes 2,374 shares of Common Stock held individually by Mr.
Fenstermacher, 9,077 shares of Common Stock owned directly by Sonric, a
partnership in which Mr. Fenstermacher is a partner, and 7,248 shares
subject to stock options granted to Mr. Fenstermacher.
(7) Includes 17,356 shares of Common Stock held individually by Mr. Gordon,
3,979 shares of Common Stock held jointly by Mr. Gordon and his spouse,
1,262 shares of common stock held by his spouse and 5,000 shares subject to
stock options granted to Mr. Gordon.
(8) Includes 16,344 shares of Common Stock held jointly by Mr. Gosch and his
spouse, 1,653 shares of Common Stock held by Pflueger Insurance Agency of
which Mr. Gosch is the Chairman of the Board and 5,562 shares subject to
stock options granted to Mr. Gosch.
(9) Includes 84,772 shares of Common Stock held individually by Mr. Hayes,
22,553 shares of Common Stock held by Irene D. Hayes, his spouse, 8,856
shares of Common Stock held by Irene D. Hayes, as custodian for their
daughter, 5,707 shares held by Mr. Hayes as trustee for his daughter and
13,561 shares subject to stock options granted to Mr. Hayes.
(10) Includes 7,418 shares of Common Stock held individually by Mr. Kiefer,
12,583 shares of Common Stock held jointly by Mr. Kiefer and his spouse,
5,659 shares of Common Stock allocated to the account of Mr. Kiefer under
the Corporation's Employee Stock Ownership Plan and 401(k) Retirement
Savings Plan and 35,529 shares subject to stock options granted to Mr.
Kiefer.
(11) Includes 51,440 shares of Common Stock held individually by Mr. Mast, 3,414
shares of Common Stock held by Mr. Mast's children and 13,561 shares subject
to stock options granted to Mr. Mast.
(12) Includes 114,871 shares of Common Stock held jointly by Mr. Oswald and his
spouse, 677 shares of Common Stock held by Mr. Oswald's son, 8,624 shares of
Common Stock allocated to the account of Mr. Oswald under the Corporation's
401(k) Retirement Savings Plan and 64,810 shares subject to stock options
granted to Mr. Oswald.
(13) Includes 44,010 shares of Common Stock held jointly by Mr. Pace and his
spouse, and 13,561 shares subject to stock options granted to Mr. Pace.
(14) Includes 31,841 shares of Common Stock held individually by Mr. Schlitzer,
6,773 shares of Common Stock held by Higgins Insurance Associates, Inc., a
corporation of which Mr. Schlitzer is a controlling person, and 7,248 shares
subject to stock options granted to Mr. Schlitzer.
(15) Includes 48,215 shares of Common Stock held jointly by Mr. Weber and his
spouse and 10,779 shares subject to stock options granted to Mr. Weber.
(16) Includes 11,771 shares of Common Stock held jointly by Mr. Ketner and his
spouse, 1,171 shares of Common Stock allocated to the account of Mr. Ketner
under the Corporation's Employee Stock Ownership Plan and 401(k) Retirement
Savings Plan and 37,917 shares subject to stock options granted to Mr.
Ketner.
(17) Includes 26,517 shares of Common Stock held individually by Mr. McHugh,
6,977 shares of Common Stock allocated to the account of Mr. McHugh under
the Corporation's 401(k) Retirement Savings Plan and 17,978 shares subject
to stock options granted to Mr. McHugh.
3
<PAGE>
(18) Includes 1,446 shares of Common Stock held jointly by Mr. Ehrlich and his
spouse and 8,351 shares subject to stock options granted to Mr. Ehrlich.
(19) Includes 978 shares of Common Stock held individually by Mr. Heilenman, 57
shares of Common Stock held by Mr. Heilenman's spouse, 1,989 shares of
Common Stock allocated to the account of Mr. Heilenman under the
Corporation's 401(k) Retirement Savings Plan and 8,610 shares subject to
stock options granted to Mr. Heilenman.
(20) The percent of class assumes all outstanding stock options issued to the
executive officers and non-employee directors have been exercised and,
therefore, on a pro rata basis, 10,700,692 shares of Common Stock would be
outstanding.
PROPOSAL 1
ELECTION OF DIRECTORS
The By-laws of the Corporation provide that the Corporation's business and
affairs shall be managed by its Board of Directors. The By-laws provide that the
number of directors shall not be less than five (5) nor more than twenty-five
(25) and that the Board of Directors shall be divided into three classes, each
class to be elected for a term of three years. Within the foregoing limits, the
Board of Directors may from time to time fix the number of directors and their
respective classifications. Vacancies on the Board of Directors shall be filled
by a majority of the remaining members of the Board of Directors, though less
than a quorum, and each person so appointed shall be a director until the
expiration of the term of office of the class of directors to which he was
appointed.
At the 1999 Annual Meeting of Shareholders, four (4) Class I Directors shall
be elected to serve for a three-year term and until their successors are elected
and qualified. The four nominees who receive the highest number of votes cast at
the Annual Meeting will be elected as Class I Directors.
Unless otherwise instructed, the Proxyholders will vote the Proxies received
by them for the election of the four (4) nominees named below. If any nominee
should become unable to serve for any reason, Proxies will be voted in favor of
a substitute nominee as the Board of Directors of the Corporation shall
determine. The Board of Directors has no reason to believe that the nominees
named will be unable to serve, if elected.
4
<PAGE>
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
nominees for Class I Directors, Class II Directors whose term expires in 2000,
Class III Directors whose term expires in 2001 and executive officers
NOMINEES FOR
CLASS I DIRECTORS
TO SERVE UNTIL 2002
<TABLE>
<CAPTION>
DIRECTOR OR
PRINCIPAL OCCUPATION FOR EXECUTIVE OFFICER
AGE AS OF PAST FIVE YEARS AND POSITION OF
NAME MARCH 5, 1999 HELD WITH THE CORPORATION CORPORATION SINCE
- ------------------------------------ ------------------- ---------------------------------------- ------------------
<S> <C> <C> <C>
Richard D. Biever(1)(2)(3).......... 57 Vice President, Alpha Mills Corporation 1995*
Edward J. Edwards(2)(4)............. 72 Real Estate Sales and Appraisals, E. J. 1987**
Edwards Real Estate
Richard T. Fenstermacher(1)(2)(4)... 56 Co-owner, Hadesty Hardware Co., Inc. (1991)*
Ivan H. Gordon(1)(5)................ 65 Chairman, Gloray Company (1987)**
CONTINUING
CLASS II DIRECTORS
TO SERVE UNTIL 2000
Frederick A. Gosch(4)(5)............ 57 Chairman and Chief Financial Officer (1995)*
Pflueger Insurance Agency, Inc.
Alfred B. Mast(6)(2)(3)............. 55 Vice-President, Mast and Moyer, (1987)**
Insurance/ Engle-Hambright and Davies,
Inc.
Wesley R. Pace(1)(5)................ 50 President, V.P. Development Co. (1987)**
Joseph P. Schlitzer(1)(2)(3)........ 46 President, Higgins Insurance Associates (1995)*
and Coldwell Banker Higgins Associates
(Real Estate)
Floyd S. Weber(1)(3)................ 66 Retired Partner, King's Potato Chip Co. (1987)**
and King Distributing Co.
CONTINUING
CLASS III DIRECTORS
TO SERVE UNTIL 2001
Albert L. Evans, Jr.(5)(6).......... 60 Vice Chairman of the Corporation (1995)*
Jeffrey W. Hayes(2)(6).............. 52 President, Hayes Construction Inc. (1988)**
Allen E. Kiefer(3)(4)(6)............ 55 President and Chief Operating Officer of (1983)*
Corporation, formerly President and
Chief Executive Officer of Heritage
Bancorp, Inc.
Nelson R. Oswald(2)(3)(4)(5)(6)..... 53 Chairman and Chief Executive Officer of (1987)**
the Corporation
</TABLE>
- ------------------------------
* Prior to March 1, 1995, named persons served as a Director or Executive
Officer of either Bankers' Financial Services Corporation or Miners National
Bancorp, Inc. ("Miners"). On March 1, 1995, Miners and Bankers' Financial
Services Corporation merged and changed its name to Heritage Bancorp, Inc.
("Heritage"). On May 1, 1998, Heritage consolidated with BCB Financial
Services Corporation ("BCB") and formed Main Street Bancorp, Inc. (the
"Consolidation").
** Prior to May 1, 1998, named persons served as Director or Executive Officer
of BCB which consolidated with Heritage on May 1, 1998 and formed Main
Street Bancorp, Inc.
5
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR EXECUTIVE OFFICER
AGE AS OF PAST FIVE YEARS AND POSITION OF
NAME MARCH 5, 1999 HELD WITH THE CORPORATION CORPORATION SINCE
- ------------------------------------ ------------------- ---------------------------------------- ------------------
<S> <C> <C> <C>
Robert D. McHugh, Jr................ 44 Executive Vice President/Treasurer of (1987)**
Corporation
Richard A. Ketner................... 44 Executive Vice President/Secretary of (1995)*
Corporation
Sherelyn A. Ammon................... 41 Senior Vice President of Corporation (1994)**
Steven A. Ehrlich................... 37 Senior Vice President of Corporation (1994)**
Norman E. Heilenman................. 51 Senior Vice President of Corporation (1994)**
Donna L. Rickert, CPA............... 32 Senior Vice President and Controller of (1994)**
Corporation
David L. Scott, CPA................. 28 Senior Vice President of Corporation (1995)*
Dorothy I. Krick.................... 40 Vice President of Corporation (1997)**
Linda D. Smith...................... 38 Vice President of Corporation (1998)*
David L. Snyder..................... 51 Senior Vice President of Corporation (1991)*
</TABLE>
- ------------------------------
(1) Member of the Audit Committee. The committee recommends the independent
auditor for the year, reviews the financial statements and delegate its
authorities through the internal audit function. This committee did not meet
in 1998.
(2) Member of the Property Committee. This committee makes recommendations
concerning building projects and space needs for the Corporation. This
committee did not meet in 1998.
(3) Member of the Insurance Committee. This committee meets on an as-needed
basis between meetings of the Board of Directors to discuss insurance
related matters. This committee did not meet in 1998.
(4) Member of the Executive Loan Committee. This committee meets the second
Thursday of each month to review loan asset quality and credit related
matters. This committee met eight times in 1998. All non-employee directors
received fees of $300.00 for each meeting attended.
(5) Member of the Compensation Committee. This Committee meets on an as-needed
basis between meetings of the Board of Directors to discuss compensation
related matters. This committee met one time in 1998. All non-employee
directors received fees of $300 for each meeting attended.
(6) Member of the Executive Committee. This committee meets on an as-needed
basis between meetings of the Board of Directors to decide and take action
on any issues that require attention between Board Meetings. This committee
also performs the functions of the Nominating Committee. This committee met
one time in 1998. All non-employee directors received fees of $300.00 for
each meeting attended.
During 1998, the Corporation's Board of Directors held eight board meetings
and ten committee meetings. In 1998, non-employee directors received Six Hundred
Dollars ($600) for each Board of Directors' meeting and Three Hundred Dollars
($300) for each Committee meeting which they attended. In the aggregate, the
Board of Directors of the Corporation received $84,300 for attending Board of
Directors' meetings and Committee meetings of the Corporation. (This amount
includes $4,800 in fees Director Emeriti Harold S. Bossard received for
attending eight Board Meetings.) In addition, in 1998, each Director received a
$2,000 retainer.
Each of the Directors attended at least 88% of the combined total number of
meetings of the Corporation's Board of Directors and the Committees of which he
is a member.
A shareholder who desires to propose an individual for consideration by the
Board of Directors as a nominee for director should submit a proposal in writing
to the Secretary of the Corporation containing the information specified in the
Corporation's By-laws. A shareholder who intends to nominate any candidate for
election to the Board of Directors must notify the Secretary of the Corporation
in writing not less than sixty (60) days prior to the date of any meeting of
shareholders called for the election of directors.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The role of the Compensation Committee of the Board of Directors is to
establish, implement and monitor all compensation policies of the Corporation.
The Compensation Committee is also responsible for evaluating the performance of
the Chief Executive Officer (CEO) and the President of the Corporation and
recommending appropriate compensation levels. The CEO evaluates the performance
of subordinate officers of the Corporation and determines individual
compensation levels. The CEO does not participate in any Committee decisions
regarding his own compensation.
The Committee generally meets two or three times per year in conducting its
business. From time to time the Committee also reviews other human resource
areas and director compensation.
BASE COMPENSATION
The base compensation levels of the CEO and the President are set annually
by the Committee. In determining the base compensation of the CEO and the
President, the Committee engaged a Human Resources Compensation Consultant to
assist in the review of Executive Management Compensation matters. The
Consultant compared compensation information from similar financial institutions
to assist the Compensation Committee in establishing appropriate compensation
levels.
The base compensation of the other executive officers is set by the CEO,
based on performance and a comparison to base compensation for similar positions
at competing financial institutions as compiled by the Human Resources
Consultant.
As of May 1, 1998, the effective date of the Consolidation, the CEO's
annualized salary was $269,000 and the President's annualized salary was
$215,200.
EXECUTIVE INCENTIVE BONUS PLAN
The purpose of the Executive Incentive Bonus Plan is to improve the growth
and operating performance of the Corporation by providing an opportunity for the
named executive officers and other senior officers of the Corporation to earn
additional cash remuneration in the form of a year-end bonus award if the
Corporation's performance for the year exceeds certain target amounts. Only
those senior officers who are recommended by the CEO and approved by the
Compensation Committee are entitled to participate. For 1998, the plan provided
for the payment of a bonus to the executive/senior management employees if the
Corporation achieved pre-tax, tax-equivalent income 15% greater than realized in
the previous year.
For 1998, the executive incentive bonus for the CEO and the President was
$171,735 and $136,954 respectively.
STOCK OPTION PLAN
Under the various Stock Option Plans, incentive stock options, non-qualified
stock options and stock appreciation rights in conjunction with such options,
may be granted to officers of the Corporation or its subsidiaries. The
Compensation Committee sets guidelines for the size of stock option awards based
on a recommendation each year from management. Although the size of awards to
each participant is largely a subjective determination, factors considered
include competitive compensation data from the list of peer group companies
compiled by the Human Resources Consultant, the amount of options previously
awarded to an officer and the value of unexercised in-the-money options at
year-end. In the event of poor corporate performance, the Compensation Committee
can elect not to award options.
Stock options during 1998 were granted with an exercise price equal to 100%
of the fair market value of the common stock on the date of the grant. All stock
options either vest immediately or one year from
7
<PAGE>
date of grant. Stock options granted were both incentive and non-qualified stock
options. No stock appreciation rights were granted during 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Nelson R. Oswald, Chairman and Chief Executive Officer of the Corporation,
serves as Chairman of the Corporation's Compensation Committee, although he does
not participate or vote on matters concerning his own compensation or benefits.
Mr. Oswald participated in Committee decisions regarding the compensation and
benefits of subordinate executive officers.
COMPENSATION COMMITTEE:
Nelson R. Oswald, Chairman
Albert L. Evans, Jr.
Wesley R. Pace
Frederick A. Gosch
Ivan H. Gordon
8
<PAGE>
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for services
in all capacities to the Corporation for the fiscal years ended December 31,
1998, 1997, and 1996 of those persons who were, at December 31, 1998, (i) Chief
Executive Officer or (ii) Executive Officers of the Corporation to the extent
such executive officers' total annual salary and bonus exceeded $100,000. There
were no other executive officers for whom disclosure would have been provided
but for the fact that such individuals were not serving at the end of the 1998
fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- RESTRICTED SECURITIES
OTHER STOCK UNDERLYING
SALARY BONUS ANNUAL AWARD(S) OPTIONS/
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($) ($) SARS(#)
- ---------------------------- --------- --------- --------- ----------------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Nelson R. Oswald,........... 1998 246,150(1) 193,491(2) 0 0 21,400
Chairman of the Board, 1997 218,314 192,145 0 0 0
President and CEO 1996 192,948 101,585 0 0 13,698
Allen E. Kiefer,............ 1998 201,046 136,954 0 0 12,359
President and COO 1997 152,214 56,429 0 0 11,235
1996 145,090 44,746 0 0 6,318
Robert D. McHugh, Jr........ 1998 149,421 131,072(3) 0 0 12,840
Executive Vice President 1997 125,000 102,575 0 0 0
and Treasurer 1996 112,000 61,086 0 0 12,842
Richard A. Ketner,.......... 1998 146,889 106,520 0 0 11,797
Executive Vice President 1997 109,390 38,628 0 0 11,235
and Secretary 1996 100,815 33,158 0 0 4,214
Steven A. Ehrlich,.......... 1998 78,500 43,477 0 0 3,619
Senior Vice President 1997 72,577 35,829 0 0 0
Commercial Lending 1996 66,852 16,860 0 0 4,281
Norman E. Heilenman,........
Senior Vice President 1998 75,000 53,477 0 0 3,619
Residential Mortgage 1997 68,423 38,215 0 0 0
Lending 1996 61,616 17,698 0 0 4,281
<CAPTION>
LTIP ALL OTHER
PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION ($) ($)(4)
- ---------------------------- ------------- ---------------
<S> <C> <C>
Nelson R. Oswald,........... 0 12,300
Chairman of the Board, 0 6,203
President and CEO 0 6,138
Allen E. Kiefer,............ 0 17,648
President and COO 0 5,658
0 5,845
Robert D. McHugh, Jr........ 0 10,666
Executive Vice President 0 6,922
and Treasurer 0 3,863
Richard A. Ketner,.......... 0 15,293
Executive Vice President 0 4,754
and Secretary 0 3,894
Steven A. Ehrlich,.......... 0 5,017
Senior Vice President 0 3,234
Commercial Lending 0 2,177
Norman E. Heilenman,........
Senior Vice President 0 6,360
Residential Mortgage 0 3,583
Lending 0 3,366
</TABLE>
- ------------------------
(1) 1998 salary includes deferred compensation of $25,771.
(2) 1998 bonus includes the fair value of 1,070 shares of Common Stock granted
to Mr. Oswald which equalled $21,756 at July 1, 1998.
(3) 1998 bonus includes the fair value of 1,415 shares of the Common Stock
granted to Mr. McHugh which equalled $24,552 at January 2, 1998.
(4) Amounts shown represent contributions by the company on behalf of the named
individuals to the Company's 401(k) Retirement Savings Plan, the former
Heritage Employee Stock Ownership Plan and the new Main Street Bancorp, Inc.
Money Purchase Plan.
9
<PAGE>
The following table sets forth certain information concerning stock options
granted during the fiscal year ended December 31, 1998 to the named executives:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G)
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- --------------------------------- ------------- ------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Nelson R. Oswald................. 21,400 21.62% $ 19.626 11/24/08 264,133 669,366
Allen E. Kiefer.................. 12,359 12.49% $ 19.140 2/24/08 148,766 377,002
Robert D. McHugh, Jr............. 12,840 12.97% $ 19.626 11/24/08 158,480 401,620
Richard A. Ketner................ 11,797 11.92% $ 19.140 2/24/08 142,001 359,858
Steven A. Ehrlich................ 3,619 3.66% $ 19.626 11/24/08 44,668 113,198
Norman E. Heilenman.............. 3,619 3.66% $ 19.626 11/24/08 44,668 113,198
</TABLE>
- ------------------------
(1) All amounts represent either incentive stock options, or non-qualified stock
options; no SARs or SARs granted in tandem with options were granted during
1998. Terms of outstanding options are for a period of ten years from the
date the option is granted. Options are not exercisable following an
optionee's voluntary termination of employment other than by reason of
retirement or disability.
The following table sets forth information concerning the exercise of
options to purchase the Common Stock by the named executive officers during the
fiscal year ended December 31, 1998 as well as the number of securities
underlying unexercised options and the potential value of unexercised
in-the-money options as of December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED ON VALUE UNDERLYING OPTIONS/SARS OPTIONS/SARS
EXERCISE REALIZED AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
NAME (#) ($)(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(3)
- ------------------------------------ ----------- --------- ----------------------- --------------------------
<S> <C> <C> <C> <C>
Nelson R. Oswald.................... 5,882 86,279 64,810/10,700 683,814/0
Allen E. Kiefer..................... -- -- 35,529/ 0 190,442/0
Robert D. McHugh.................... 20,087 355,931 17,978/ 6,420 114,852/0
Richard A. Ketner................... -- -- 37,917/ 0 237,065/0
Steven A. Ehrlich................... 450 6,378 8,351/ 2,281 75,537/0
Norman E. Heilenman................. 376 4,607 8,610/ 2,281 78,851/0
</TABLE>
- ------------------------
(1) All amounts represent stock options. No SARs or SARs granted in tandem with
stock options were either exercised during 1998 or outstanding at fiscal
year-end 1998.
(2) Represents the aggregate market value of the underlying shares of Common
Stock at the date of exercise minus the aggregate exercise prices for
options exercised.
(3) "In-the-money options" are stock options with respect to which the market
value of the underlying shares of Common Stock exceeded the exercise price
at December 31, 1998. The value of such options is determined by subtracting
the aggregate exercise price for such options from the aggregate fair market
value of the underlying shares of Common Stock on December 31, 1998.
10
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
Nelson R. Oswald, Allen E. Kiefer, Richard A. Ketner, and Robert D. McHugh
each have Executive Employment Agreements with the Corporation. Mr. Oswald's,
Mr. Kiefer's, and Mr. Ketner's agreements are dated May 1, 1998 and extend
through December 31, 2001. Mr. McHugh's Executive Agreement, originally dated
December 31, 1991, has been renewed through December 31, 1999.
The Executive Employment Agreements specify: employment terms, the
Executive's position and duties, compensation, benefits, indemnification, and
termination rights. Each of the Executive Employment Agreements also contains a
noncompetition clause and a confidentiality provision which inure to the benefit
of the Corporation.
Each of the Executive Employment Agreements contain a "Change in Control"
provision that provides, among other things, that when any "person", as defined
therein, obtains the beneficial ownership of more than 20% of the combined
voting power of the Corporation's then outstanding stock, the Executive is
entitled to certain payments and benefits from the Corporation. The Agreements
also contain provisions allowing the Corporation to terminate the Executive's
employment for "Cause", as defined.
Under the terms of his Executive Employment Agreement, Mr. Oswald is a
member of the Corporation's Board of Directors and was entitled to an annual
salary during 1998 of $269,000 plus a grant of 2,140 shares of Common Stock. Mr.
Oswald also receives certain employee benefits including: life insurance,
disability and health insurance, vacation days, a supplemental retirement plan
and a company-provided automobile. Mr. Oswald's agreement provides that if he is
terminated by the Corporation other than for "Cause", as defined therein, or he
terminates his employment for "Good Reason", as defined therein, he is entitled
to certain monetary benefits. Mr. Oswald will be paid an amount equal to three
times the sum of (1) either the highest annualized base salary paid to him
during the year of termination or the immediately preceding two calendar years
and, (2) the highest bonus paid to him with respect to one of the three calendar
years immediately preceding the year of termination. Mr. Oswald is also entitled
to a lump sum cash payment in lieu of receiving continued pension, welfare and
other benefits.
Under the terms of the Executive Employment Agreement, Mr. Kiefer is a
member of the Corporation's Board of Directors and was entitled to an annual
salary during 1998 of $215,200 plus a grant of 1,712 shares of Common Stock
payable in 1999. Mr. Kiefer also receives certain employee benefits including:
life insurance, disability and health insurance, vacation days, a supplemental
retirement plan and a company-provided automobile. Mr. Kiefer's agreement
provides that if he is terminated by the Corporation other than for "Cause", as
defined therein, or he terminates his employment for "Good Reason", as defined
therein, he is entitled to certain monetary benefits. Mr. Kiefer will be paid an
amount equal to three times the sum of (1) either the highest annualized base
salary paid to him during the year of termination or the immediately preceding
two calendar years and (2) the highest bonus paid to him with respect to one of
the three calendar years immediately preceding the year of termination. Mr.
Kiefer is also entitled to a lump sum payment in lieu of receiving continued
pension, welfare and other benefits.
Under the terms of his Executive Employment Agreement, Mr. Ketner was
entitled to an annual salary during 1998 of $161,400 plus a grant of 1,284
shares of Common Stock payable in 1999. Mr. Ketner also receives certain
employee benefits including: life insurance, disability and health insurance,
vacation days, a supplemental retirement plan and a company-provided automobile.
Mr. Ketner's agreement provides that if he is terminated by the Corporation
other than for "Cause", as defined therein, or he terminated his employment for
"Good Reason", as defined therein, he is entitled to certain monetary benefits.
Mr. Ketner will be paid an amount equal to three times the sum of (1) either the
highest annualized base salary paid to him during the year of termination or the
immediately preceding two calendar years and (2) the highest bonus paid to him
with respect to one of the three calendar years immediately preceding the year
of termination. Mr. Ketner is also entitled to a lump sum cash payment in lieu
of receiving continued pension, welfare and other benefits.
11
<PAGE>
Under the terms of his Executive Employment Agreement, Mr. McHugh was
entitled to an annual salary during 1998 of $161,400 plus a grant of 1,415
shares of Common Stock. Mr. McHugh's Executive Employment Agreement also
provides that this amount will be increased by not less than five percent per
year. Mr. McHugh also receives certain employee benefits including: life
insurance, disability and health insurance, vacation days and a company-provided
automobile. Mr. McHugh's agreement provides that if he is terminated by the
Corporation other than for "Cause", as defined therein, or he terminates his
employment for "Good Reason", as defined therein, he is entitled to certain
monetary benefits. Mr. McHugh is entitled to a severance equal to his then
salary from the date of termination through the following six (6) calendar
months, or to one (1) times his salary upon the occurrence of certain merger or
acquisition events.
Messrs. Ehrlich and Heilenman each have Change in Control Agreements with
the Corporation. The Change in Control Agreements provide, among other things,
that when any "person", as defined therein, obtains the beneficial ownership of
more than 20% of the combined voting power of the Corporation's then outstanding
stock, the Executive is entitled to certain payments and benefits from the
Corporation.
PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MAIN STREET BANCORP, INC. NASDAQ - TOTAL US NASDAQ BANK INDEX
<S> <C> <C> <C>
12/31/93 100.00 100.00 100.00
12/31/94 122.11 97.75 99.64
12/31/95 126.58 138.26 148.38
12/31/96 145.14 170.01 195.91
12/31/97 273.86 208.58 328.02
12/31/98 275.46 293.21 324.90
</TABLE>
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- --------------------------------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Main Street Bancorp, Inc....................................... 100.00 122.11 126.58 145.14 273.86
NASDAQ--Total US............................................... 100.00 97.75 138.26 170.01 208.58
NASDAQ Bank Index.............................................. 100.00 99.64 148.38 195.91 328.02
<CAPTION>
INDEX 12/31/98
- --------------------------------------------------------------- -----------
<S> <C>
Main Street Bancorp, Inc....................................... 275.46
NASDAQ--Total US............................................... 293.21
NASDAQ Bank Index.............................................. 324.90
</TABLE>
12
<PAGE>
CERTAIN TRANSACTIONS
Certain directors, executive officers of the Corporation, beneficial owners
of 5% or more of the Common Stock and their affiliates were customers of and had
transactions with the Corporation in the ordinary course of business during the
Corporation's fiscal year ended December 31, 1998. Similar transactions may be
expected to take place in the future. It is expected that any other transactions
with directors and officers and their associates in the future will be conducted
on the same basis. Hayes Construction, Inc., a construction company of which
Jeffrey W. Hayes, a director of the Corporation, is President, received payments
of approximately $633,000 in 1998 and $1,200,000 in 1997, in connection with the
on-going construction of various Berks County Bank branches. Such payments were
in amounts and on substantially the same terms and conditions as would have been
available to the Corporation from an unaffiliated party.
Mast and Moyer, Inc. an insurance agency of which Alfred G. Mast, a director
of the Corporation, is Vice-President, received payments of approximately $9,000
and $73,000 in 1998 and 1997, respectively, in connection with various insurance
policies the Corporation has purchased through the insurance agency. In 1998,
Mast and Moyer, Inc. merged with Engle-Hambright and Davies, Inc. in which Mr.
Mast is a Vice President. During 1998, Engle-Hambright and Davies, Inc. received
payments of approximately $217,000 in connection with various insurance policies
the Corporation has purchased through the insurance agency. Such payments were
in amounts and on substantially the same terms and conditions as would have been
available to the Corporation from an unaffiliated party.
E. J. Edwards Real Estate Appraisals, an appraisal company of which Edward
J. Edwards, a director of the Corporation, is President and owner, received
payments of approximately $87,000 and $64,000 in 1998 and 1997, respectively in
connection with appraisals performed for mortgage customers. Such payments were
in amounts and on substantially the same terms and conditions as would have been
available to the Corporation from an unaffiliated party.
At December 31, 1998, the Corporation's banking subsidiaries had total loans
outstanding and commitments to loan to directors, executive officers, beneficial
owners of 5% or more of the Common Stock and their affiliates of $8,600,000, or
approximately 9.06% of the total consolidated equity capital as of that date.
Loans to such persons were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. These
loans did not involve more than the normal risk of collectibility or present
other unfavorable features.
13
<PAGE>
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, the Proxies will be voted for the
ratification of the selection of Beard & Company, Inc., Certified Public
Accountants, of Reading, Pennsylvania, as the Corporation's independent public
accountants for the year ending December 31, 1999. The Corporation has been
advised by Beard & Company, Inc. that none of its members has any financial
interest in the Corporation. Ratification of the selection of Beard & Company,
Inc. will require the affirmative vote of a majority of the shares of Common
Stock represented in person or by Proxy at the Annual Meeting. Abstentions and
broker non-votes will not constitute or be counted as "votes" cast for purposes
of the Annual Meeting. Beard & Company, Inc. served as the Corporation's
independent public accountants for the 1998 fiscal year.
In the event that the shareholders do not ratify the selection of Beard &
Company, Inc., as the Corporation's independent public accountants to perform
audit services for the 1999 fiscal year, another accounting firm may be chosen
to provide audit services for the 1999 fiscal year. The Board of Directors
recommends that the shareholders vote FOR the ratification of the selection of
Beard & Company, Inc. as the auditors for the Corporation for the year ending
December 31, 1999.
Representatives of Beard & Company, Inc., expect to attend the Annual
Meeting, will be afforded an opportunity to make a statement if they desire to
do so and will be available to respond to questions from shareholders.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of the
proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's Proxy Statement for its 2000 Annual
Meeting of Shareholders must deliver such proposal in writing to the Chairman of
Main Street Bancorp, Inc. at its principal executive offices in Reading,
Pennsylvania, no later than November 12, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on review of the copies of such forms furnished to the
Corporation, the Corporation believes that, during the fiscal year ended
December 31, 1998, its officers, directors, and greater than ten-percent
beneficial owners complied with applicable Section 16(a) filing requirements.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Annual Meeting
of Shareholders, but if any matters are properly presented, it is the intention
of the persons named in the accompanying Proxy to vote on such matters in
accordance with their best judgement.
14
<PAGE>
MAIN STREET BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donna L. Rickert and David L. Scott, or either
of them, my/our true and lawful attorney(s) with full power of substitution for
me and in my name, place and stead, to vote all the Common Stock of the
Corporation, standing in my name on its books on March 5, 1999, at the Annual
Meeting of Shareholders to be held at Stokesay Castle, Hill Road and Spook Lane,
Reading, Pennsylvania, on Wednesday, April 14, 1999 at 3:00 P.M., or at any
adjournments or postponements thereof, with all powers the undersigned would
possess if personally present, as designated on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREON.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.
THIS PROXY ALSO WILL BE VOTED, IN THE DISCRETION OF THE PROXYHOLDERS, UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS OR
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
The vote shown on the reverse side are the total votes that may be cast by this
proxy, based on one vote per each share of Main Street Bancorp, Inc. common
stock held.
Please vote and sign on the reverse side. No postage is required if this proxy
is returned in the enclosed return envelope and mailed in the United States.
The undersigned hereby acknowledges receipt of the Proxy Statement dated March
15, 1999, and hereby revokes any proxy or proxies heretofore given to vote
shares at said meeting or any adjournments or postponements thereof.
<PAGE>
MAIN STREET BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 14, 1999
MATTER NO. 1 ELECTION OF CLASS I DIRECTORS
NOMINEES FOR CLASS I DIRECTORS
RICHARD D. BIEVER
FOR ALL NOMINEES LISTED AGAINST EDWARD J. EDWARDS
(except as marked to to vote against all RICHARD T. FENSTERMACHER
contrary below) nominees listed IVAN H. GORDON
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).
- ------------------------------------------------------
[ ]
[ ]
MATTER NO. 2 The ratification of the appointment of Beard & Company, Inc. as
auditors for the fiscal year ending December 31, 1999.
FOR AGAINST ABSTAIN
/ / / / / /
CHECK BOX IF YOU PLAN
TO ATTEND MEETING / /
NOTE: THE SIGNATURE(S) ON THIS PROXY MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE SHARE CERTIFICATE. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, AND OTHER FIDUCIARIES PLEASE SO INDICATE WHEN SIGNING.
Dated:
------------------------
- ------------------------------
Signature
- ------------------------------
Signature if held jointly
(OVER)
