<PAGE> 1
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 [ ]
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 Rule 14a-11(c) or Rule 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)(4) 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> 2
[Main Street Bancorp, Inc. LOGO]
March 17, 2000
Dear Shareholder:
We are pleased to invite you to the 2000 Annual Meeting of Shareholders of
Main Street Bancorp, Inc. to be held on Wednesday, April 19, 2000 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
five (5) Class II Directors and the ratification of the selection of auditors
for the year ending December 31, 2000. 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,
Chief Executive Officer and President
<PAGE> 3
[Main Street Bancorp, Inc. LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 2000
------------------------
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 19, 2000 at Stokesay Castle, Hill Road and Spook Lane, Reading,
Pennsylvania for the following purposes:
1. To elect five (5) Class II 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, 2000;
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 8, 2000, 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
March 17, 2000
<PAGE> 4
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 19, 2000
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 Main Street Bancorp, Inc. (the "Corporation"), of
proxies to be voted at the Annual Meeting of Shareholders of the Corporation to
be held on Wednesday, April 19, 2000 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, Chief
Executive Officer and President 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 17, 2000.
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 II 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, 2000.
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 which 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 and the Bank 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 Wednesday, March 8, 2000, the Corporation had
10,449,846 shares of Common Stock outstanding.
Only holders of Common Stock of record at the close of business on March 8,
2000 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 10,449,846 votes at the Annual Meeting.
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<PAGE> 5
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 8, 2000, 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 PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) OF CLASS
- ------------------------ --------------------------- --------
<S> <C> <C>
DIRECTORS AND NOMINEES:
Richard D. Biever(3)........................................ 31,470 0.30%
Edward J. Edwards(4)........................................ 49,447 0.47
Albert L. Evans, Jr.(5)..................................... 39,696 0.38
Richard T. Fenstermacher(6)................................. 19,614 0.19
Ivan H. Gordon(7)........................................... 26,646 0.25
Frederick A. Gosch(8)....................................... 23,559 0.23
Jeffrey W. Hayes(9)......................................... 126,941 1.21
Alfred B. Mast(10).......................................... 70,936 0.68
Nelson R. Oswald(11)........................................ 252,035 2.39
Wesley R. Pace(12).......................................... 57,717 0.55
Raman V. Patel(13).......................................... 15,403 0.15
Joseph P. Schlitzer(14)..................................... 48,564 0.46
Floyd S. Weber(15).......................................... 56,394 0.54
OTHER NAMED EXECUTIVE OFFICERS:
Richard A. Ketner(16)....................................... 82,685 0.79
Robert D. McHugh, Jr.(17)................................... 89,447 0.85
All Directors and Executive Officers as a Group (26
persons).................................................. 1,147,320 10.52(18)
</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 8, 2000. Beneficial ownership may be disclaimed as to certain
of the securities.
(2) Information furnished by the directors, executive officers and the
Corporation.
(3) Includes 25,408 shares of Common Stock held individually by Mr. Biever, 500
shares of Common Stock held directly by Mr. Biever's spouse. Mr. Biever
disclaims beneficial ownership of these shares. Also includes 5,562 shares
subject to stock options granted to Mr. Biever.
(4) Includes 35,036 shares of Common Stock held jointly by Mr. Edwards and his
spouse, 850 shares held by Mr. Edwards' IRA and 13,561 shares subject to
stock options granted to Mr. Edwards.
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<PAGE> 6
(5) Includes 2,639 shares of Common Stock held individually by Mr. Evans,
29,309 shares of Common Stock held jointly by Mr. Evans with his spouse,
500 shares of Common Stock held directly by Mr. Evans' spouse and 7,248
shares subject to stock options granted to Mr. Evans.
(6) Includes 2,968 shares of Common Stock held individually by Mr.
Fenstermacher, 9,398 shares of Common Stock are owned directly by Sonric, a
partnership 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,
3,028 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 and
5,562 shares subject to stock options granted to Mr. Gosch.
(9) Includes 73,601 shares of Common Stock held individually by Mr. Hayes,
22,583 shares of Common Stock held by Mr. Hayes spouse, 9,239 shares of
Common Stock held by Mr. Hayes' spouse as custodian for daughter, 7,957
shares held by Mr. Hayes as trustee for his daughter and 13,561 shares
subject to stock options granted to Mr. Hayes.
(10) Includes 53,803 shares of Common Stock held individually by Mr. Mast, 3,572
shares of Common Stock held by Mr. Mast's children and 13,561 shares
subject to stock options granted to Mr. Mast.
(11) Includes 136,415 shares of Common Stock held jointly by Mr. Oswald and his
spouse, 911 shares of Common Stock held by Mr. Oswald's son, 9,503 shares
of Common Stock allocated to the account of Mr. Oswald under the
Corporation's 401(k) Retirement Savings Plan and 105,206 shares subject to
stock options granted to Mr. Oswald.
(12) Includes 44,156 shares of Common Stock held jointly by Mr. Pace and his
spouse, and 13,561 shares subject to stock options granted to Mr. Pace.
(13) Includes 14,841 shares of Common Stock held jointly by Mr. Patel and his
spouse and 562 shares subject to stock options granted to Mr. Patel.
(14) Includes 40,388 shares of Common Stock held individually by Mr. Schlitzer
and 928 shares of Common Stock held directly by Mr. Schlitzer's wife. Mr.
Schlitzer disclaims beneficial ownership of these shares. Also includes
7,248 shares subject to stock options granted to Mr. Schlitzer.
(15) Includes 46,615 shares of Common Stock held jointly by Mr. Weber and his
spouse and 9,779 shares subject to stock options granted to Mr. Weber.
(16) Includes 17,165 shares of Common Stock held jointly by Mr. Ketner and his
spouse, 1,183 shares of Common Stock allocated to the account of Mr. Ketner
under the Corporation's 401(k) Retirement Savings Plan and 64,337 shares
subject to stock options granted to Mr. Ketner.
(17) Includes 27,800 shares of Common Stock held individually by Mr. McHugh,
7,249 shares of Common Stock allocated to the account of Mr. McHugh under
the Corporation's 401(k) Retirement Savings Plan and 54,398 shares subject
to stock options granted to Mr. McHugh.
(18) 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, 10,905,283 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. Until May 1, 2001, the
number of directors is fixed at thirteen. Thereafter, 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
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<PAGE> 7
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 2000 Annual Meeting of Shareholders, five (5) Class II Directors
shall be elected to serve for a three-year term and until their successors are
elected and qualified. The five nominees who reserve the highest number of votes
cast at the Annual Meeting will be elected as Class II Directors.
Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the election of the five (5) 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.
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
nominees for Class II Directors, Class III Directors whose term expires in 2001,
Class I Directors whose term expire in 2002 and executive officers.
NOMINEES FOR
CLASS II DIRECTORS
TO SERVE UNTIL 2003
<TABLE>
<CAPTION>
AGE AS OF PRINCIPAL OCCUPATION FOR DIRECTOR OR
MARCH 8, PAST FIVE YEARS AND POSITION EXECUTIVE OFFICER OF
NAME 2000 HELD WITH THE CORPORATION CORPORATION SINCE
- ---- ---------- ------------------------------------ --------------------
<S> <C> <C> <C>
Frederick A. Gosch(5)(7)............ 58 Chairman and Chief Financial Officer (1998)*
Pflueger Insurance Agency, Inc.
Alfred B. Mast(3)(4)(6)............. 56 Vice-President, Mast and Moyer, (1998)**
Insurance/Engle-Hambright and
Davies, Inc.
Wesley R. Pace(1)(5)................ 51 President, V.P. Development Co. (1998)**
Joseph P. Schlitzer(1)(2)(3)........ 47 President, Higgins Insurance (1998)*
Associates and Coldwell Banker
Higgins Associates (Real Estate)
Floyd S. Weber(1)(3)................ 67 Retired Partner, King's Potato Chip (1998)**
Co. and King Distributing Co.
CONTINUING
CLASS I DIRECTORS
TO SERVE UNTIL 2002
Richard D. Biever(1)(2)(3).......... 58 Vice President, Alpha Mills (1998)*
Corporation
Edward J. Edwards(2)(4)............. 73 Real Estate Sales and Appraisals, E. (1998)**
J. Edwards Real Estate
Richard T. Fenstermacher(1)(2)(4)... 57 Co-owner, Hadesty Hardware Co., Inc. (1998)*
Ivan H. Gordon(1)(5)(7)............. 66 Chairman, Gloray Company (1998)**
CONTINUING
CLASS III DIRECTORS
TO SERVE UNTIL 2001
Albert L. Evans, Jr.(5)(6).......... 61 President of Evans Delivery and Vice (1998)*
Chairman of the Corporation
Jeffrey W. Hayes(2)(6).............. 53 President, Hayes Construction Inc. (1998)**
Raman V. Patel...................... 63 Retired owner of Raydyne (1999)
Nelson R. Oswald(2)(3)(4)(5)(6)(7).. 54 Chairman, Chief Executive Officer (1998)**
and President of the Corporation
</TABLE>
4
<PAGE> 8
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
AGE AS OF PRINCIPAL OCCUPATION FOR
MARCH 8, PAST FIVE YEARS AND POSITION EXECUTIVE OFFICER OF
NAME 2000 HELD WITH THE CORPORATION CORPORATION SINCE
- ---- ---------- ------------------------------------------ --------------------
<S> <C> <C> <C>
Robert D. McHugh, Jr......... 45 Executive Vice President/Treasurer of (1998)**
Corporation
Richard A. Ketner............ 45 Executive Vice President/Secretary of (1998)*
Corporation
Sherelyn A. Ammon............ 42 Senior Vice President of Corporation (1998)**
Steven A. Ehrlich............ 38 Senior Vice President of Corporation (1998)**
Norman E. Heilenman.......... 52 Senior Vice President of Corporation (1998)**
Donna L. Rickert, CPA........ 33 Senior Vice President and Controller of (1998)**
Corporation
David L. Scott, CPA.......... 29 Senior Vice President of Corporation (1998)*
Dorothy I. Krick............. 40 Regional Vice President of Corporation (1998)**
Linda D. Smith............... 39 Vice President of Corporation (1998)*
Richard J. Brockway.......... 33 Regional Vice President of Corporation; (1999)
Previous occupation -- Business
Relationship Manager -- Bernville Bank
Louella A. Gray.............. 45 Regional Vice President of Corporation; (1999)
Previous occupation -- Senior Vice
President Sovereign Bank
Craig E. Morrow.............. 36 Regional Vice President of Corporation; (1999)
Previous occupation -- Assistant Vice
President -- Commerce Bank
Andrew J. Rothermel.......... 30 Vice President and Bank Counsel; Previous (1999)
occupation -- Associate -- Golden,
Masano, Lash & Nice
</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
"Corporation").
** 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 the
Corporation.
(1) Member of the Audit Committee. The committee recommends an outside auditor
for the year, reviews the financial statements and delegate its authorities
through the internal audit function. This committee met one time in 1999.
All non-employee directors received fees of $300 for each meeting attended.
(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 1999. Due to the large number of branch
acquisitions, matters normally considered by the Property Committee were
acted upon by the full Board of Directors.
(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 1999.
(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 eleven times in 1999. All non-employee directors
received fees of $300 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 twice in 1999. All non-employee
directors received fees of $300 for each meeting attended.
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<PAGE> 9
(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 did
not meet in 1999.
(7) Member of the Trust Committee. This committee meets on an as-needed basis
between meetings of the Board of Directors to discuss Trust matters. This
committee did not meet in 1999.
During 1999, the Corporation's Board of Directors held thirteen board
meetings and fourteen committee meetings. In 1999, 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 $94,800 for
attending Board of Directors' meetings and Committee meetings of the
Corporation. (This amount includes $7,200 in fees Director Emeriti Harold S.
Bossard received for attending twelve Board Meetings.) In addition, in 1999,
each Director received a $3,000 retainer.
Each of the Directors attended at least 85% 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.
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 Executive Vice Presidents 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 Executive Vice Presidents
are set annually by the Committee. In determining the base compensation of the
CEO and the Executive Vice Presidents, 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.
For 1999, the CEO's annualized base compensation was $310,000.
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 1999, the plan
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<PAGE> 10
provided for the payment of a bonus to the executive/senior management employees
if the Corporation achieved pre-tax, tax-equivalent income greater than realized
in the previous year.
For 1999, the executive incentive bonus for the CEO was $0. Due to the
rapid branch expansion program in 1999, the Company did not achieve the level
necessary for payment of bonuses.
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. The Personnel Committee can elect not to award options.
Stock options during 1999 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 vest anywhere from immediately to two years from date of grant. All
stock options granted were either incentive or non-qualified stock options. No
stock appreciation rights were granted during 1999.
DEFERRED COMPENSATION
Effective October 14, 1999, the Board of Directors adopted a nonqualified
deferred compensation plan for executives designated by the Board, which
superseded the previously existing deferred compensation plan. The purpose of
the plan is to encourage key executives to remain employed with the Corporation
by providing them with a benefit in the form of deferred compensation payable
upon their normal retirement. Under the plan, the Board specifies a fixed sum to
be deposited in a separate investment account for the benefit of each
participant. The Board may, but is not required to, deposit additional amounts
in a participant's account following the initial funding. Account balances are
invested under the direction of an investment manager selected by the Board.
Participant account balances are paid prior to normal retirement only in the
event of death, termination of employment for disability or a change in control
of the Corporation. In addition, a participant whose employment terminates after
age 55 but prior to normal retirement age can receive a reduced prorated benefit
with any remaining balance in the account forfeited. During 1999, the
Corporation deposited the following amounts with an investment manager to meet
its funding obligations under the plan with respect to participating executives:
Mr. Oswald -- $622,000; Mr. McHugh -- $250,000; and Mr. Ketner -- $283,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Nelson R. Oswald, Chairman, Chief Executive Officer and President 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
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<PAGE> 11
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,
1999, 1998, and 1997 of those persons who were, at December 31, 1999, (i) Chief
Executive Officer, (ii) Executive Officers of the Corporation to the extent such
executive officers' total annual salary and bonus exceeded $100,000 and (iii)
and for executives whose total annual salary and bonus would have exceeded
$100,000 but terminated employment during the year. There were no other
executive officers for whom disclosure would have been provided but for the fact
that such individuals were not serving at the end of the 1999 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ----------------------- -------
------------------------------------ RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS ANNUAL AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION($) ($) SARS(#) ($) ($)(8)
- --------------------------- ---- ------- ------- --------------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nelson R. Oswald,........ 1999 309,369(1) 33,304(2) 0 0 60,000 0 12,300
Chairman of the Board, 1998 220,379 193,491 0 0 21,400 0 12,300
President and CEO 1997 200,000 192,145 0 0 0 0 6,203
Robert D. McHugh, Jr..... 1999 179,714(1) 19,982(3) 0 0 35,000 0 12,300
Executive Vice 1998 149,421 131,072 0 0 12,840 0 10,666
President and Treasurer 1997 125,000 102,575 0 0 0 0 6,922
Richard A. Ketner,....... 1999 179,714(1) 19,982(4) 0 0 35,000 0 12,300
Executive Vice 1998 146,889 106,520 0 0 11,797 0 15,293
President and Secretary 1997 109,390 38,628 0 0 11,235 0 4,754
Allen E. Kiefer,......... 1999 139,542 26,643(5) 0 0 15,000(6) 0 1,558,541(7)
Former President 1998 201,046 136,954 0 0 12,359 0 17,348
and COO 1997 152,214 56,429 0 0 11,235 0 5,658
</TABLE>
- ---------------
(1) Does not include amounts accrued during 1999 for the accounts of such
individuals under the Corporation's nonqualified deferred compensation plan,
as follows: Mr. Oswald -- $120,746; Mr. McHugh -- $12,769; and Mr.
Ketner -- $14,399. Amounts are distributed from a participant's account
under the plan only at normal retirement age or earlier upon the death or
disability of the participant or a change in control of the Corporation. A
participant can also elect to receive a reduced benefit upon a termination
of employment on or after age 55 in which case any remaining balance in the
account is forfeited.
(2) 1999 bonus includes the fair value of 2,140 shares of Common Stock granted
to Mr. Oswald which equalled $33,304 at February 23, 1999.
(3) 1999 bonus includes the fair value of 1,284 shares of Common Stock granted
to Mr. McHugh, which equalled $19,982 at February 23, 1999.
(4) 1999 bonus includes the fair value of 1,284 shares of Common Stock granted
to Mr. Ketner, which equalled $19,982 at February 23, 1999.
(5) 1999 bonus includes the fair value of 1,712 shares of Common Stock granted
to Mr. Kiefer, which equally $26,643 at February 23, 1999.
(6) Nonqualified and incentive stock options granted to Mr. Kiefer in January
1999. Options expired in October 1999 -- three months after Mr. Kiefer's
termination.
(7) Other compensation includes severance and change of control payments made
upon Mr. Kiefer's termination on August 4, 1999.
(8) Amounts shown represent contributions by the Corporation on behalf of the
named individuals to the Corporation's 401(k) Retirement Savings Plan and
the Corporation's Money Purchase Plan.
8
<PAGE> 12
The following table sets forth certain information concerning stock options
granted during the fiscal year ended December 31, 1999 to the named executives:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G)
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------
GRANTED(#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
------------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Nelson R. Oswald............ 20,000 6.06% $17.313 1/26/09 217,761 551,849
Nelson R. Oswald............ 40,000 12.12% $13.906 8/30/09 353,664 898,757
Robert D. McHugh, Jr........ 10,000 3.03% $17.313 1/26/09 108,881 275,925
Robert D. McHugh, Jr........ 25,000 7.58% $13.906 8/30/09 221,040 561,723
Richard A. Ketner........... 10,000 3.03% $17.313 1/26/09 108,881 275,925
Richard A. Ketner........... 25,000(2) 7.58% $13.906 8/30/09 221,040 561,723
Allen K. Kiefer............. 15,000(3) 4.54% $17.313 1/26/09 -- --
</TABLE>
- ---------------
(1) All amounts represent either incentive stock options, or non-qualified stock
options; no SARs or SARs granted in tandem with options were granted during
1999. Terms of outstanding incentive options are for a period of ten years
from the date the option is granted. Terms of outstanding non-qualified
options are for a period of ten years and one month from the date the option
is granted. In the event an option holder ceases to be employed other than
by reason of retirement, death or disability, the option shall remain
exercisable for three months from the date cessation of employment (but not
later than the end of the option term) to the extent the option was
exercisable at the time of cessation of employment.
(2) Shares of common stock received upon the exercise of these options are not
issued pursuant to a Main Street Bancorp, Inc. stock option plan and are not
registered under the Securities Act of 1933, as amended. In the event that
the option holder ceases to be employed by reason of retirement, death or
disability, the option shall remain exercisable until the end of the option
term, which is ten years and one month after date of grant.
(3) Mr. Kiefer did not exercise options prior to the expiration of 3 months
after termination and therefore, the options lapsed.
9
<PAGE> 13
The following table sets forth information concerning the exercise of
options to purchase the Corporation's Common Stock by the named executive
officers during the fiscal year ended December 31, 1999 as well as the number of
securities underlying unexercised options and the potential value of unexercised
in-the-money options as of December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED ON VALUE UNDERLYING OPTIONS/SARS OPTIONS/SARS
EXERCISE REALIZED AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
NAME (#) ($)(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(3)
- ---- ----------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Nelson R. Oswald........ 23,504 203,263 95,206/20,000 76,365/0
Robert D. McHugh........ -- -- 49,398/10,000 13,719/0
Richard A. Ketner....... 3,581 10,670 59,337/10,000 19,065/0
Allen E. Kiefer......... 11,936 26,191 0/0 0/0
</TABLE>
- ---------------
(1) All amounts represent stock options. No SARs or SARs granted in tandem with
stock options were either exercised during 1999 or outstanding at fiscal
year-end 1999.
(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, 1999. 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, 1999.
EXECUTIVE EMPLOYMENT AGREEMENT
Each named Executive Officer has an Executive Employment Agreement with the
Corporation. Messrs. Oswald's, McHugh's and Ketner's agreements are dated
August, 1999 and extend through December 31, 2001.
The Executive Employment Agreements specify: 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.
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 1999 of $310,000 plus a grant of 2,140 shares of the Corporation's
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, or he terminates as a result of a "change in control," 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. Amounts payable under the
agreement will be grossed up to neutralize the effects of Section 280G of the
Internal Revenue Code. 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 his Executive Employment Agreement, Mr. Ketner was
entitled to an annual salary during 1999 of $180,000 plus a grant of 1,284
shares of the Corporation's common stock. Mr. Ketner also receives certain
employee benefits including: life insurance, disability and health insurance,
vacation days, a
10
<PAGE> 14
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 terminates his employment for "Good Reason",
as defined therein, or he terminates as a result of a "change in control," 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. Amounts payable
under the agreement will be grossed up to neutralize the effects of Section 280G
of the Internal Revenue Code. Mr. Ketner is also entitled to a lump sum cash
payment in lieu of receiving continued pension, welfare and other benefits.
Under the terms of his Executive Employment Agreement, Mr. McHugh was
entitled to an annual salary during 1999 of $180,000 plus a grant of 1,284
shares of the Corporation's common stock. Mr. McHugh also receives certain
employee benefits including: life insurance, disability and health insurance,
vacation days, a supplemental retirement plan 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, or he terminates as a result of a "change in
control," he is entitled to certain monetary benefits. Mr. McHugh 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. Amounts
payable under the agreement will be grossed up to neutralize the effects of
Section 280G of the Internal Revenue Code. Mr. McHugh is also entitled to a lump
sum cash payment in lieu of receiving continued pension, welfare and other
benefits.
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock with the cumulative total
return on (i) the Nasdaq Stock Market Index, (ii) the Nasdaq Bank Stock Index
and (iii) a peer group index, The SNL $1 Billion-$5 Billion Bank Index. The
comparison assumes an initial investment of $100 with dividends reinvested over
the periods indicated. The Corporation started with May 1, 1998, which is the
date the Corporation was formed as a result of the merger between BCB Financial
Services Corporation and Heritage Bancorp, Inc.
[Main Street Bancorp. Performance Graph]
<TABLE>
<CAPTION>
MAIN STREET BANCORP, NASDAQ - TOTAL NASDAQ BANK SNL $1B-$5B BANK
INC. US* INDEX* ASSET-SIZE INDEX
-------------------- -------------- ----------- ----------------
<S> <C> <C> <C> <C>
5/1/98 100.00 100.00 100.00 100.00
9/30/98 76.59 90.99 81.23 85.91
12/31/98 83.11 118.07 92.28 90.68
3/31/98 71.77 132.16 88.56 82.72
6/30/99 65.91 144.53 95.05 90.60
9/30/99 60.04 147.88 86.50 84.82
12/31/99 46.03 214.63 88.75 83.34
</TABLE>
- ---------------
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 1999
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 Bank in the ordinary course of business during the Bank's
fiscal year ended December 31, 1999. 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 $4,549,000 in 1999 and $633,000 in 1998, in connection with the
on-going construction of various Bank branches. Such
12
<PAGE> 16
payments were in amounts and on substantially the same terms and conditions as
would have been available to the Corporation from an unaffiliated party.
Engle-Hambright and Davies, Inc., an insurance agency of which Alfred G.
Mast, a director of the Corporation, is Vice President, received payments of
approximately $62,000 and $226,000 in 1999 and 1998, respectively, 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
payment of approximately $65,000 and $87,000 in 1999 and 1998, 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.
Higgins Insurance Associates, an insurance agency of which Joseph P.
Schlitzer, a director of the Corporation, received payments of approximately
$96,000 and $12,000 in 1999 and 1998, respectively, in connection with various
insurance policies the Corporation had 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.
At December 31, 1999, the Bank 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 $11,793,000, or approximately 15.0% 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. The loans did not involve more
than the normal risk of collectibility or present other unfavorable features.
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, 2000. 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 1999 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 2000 fiscal year, another accounting firm may be chosen
to provide audit services for the 2000 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, 2000.
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 2001 Annual
Meeting of Shareholders must deliver such proposal in writing to the President
of Main Street Bancorp, Inc. at its principal executive offices in Reading,
Pennsylvania, no later than November 10, 2000.
13
<PAGE> 17
A shareholder proposal not submitted in accordance with these requirements
will not be included in the Corporation's proxy materials but may nonetheless by
presented at the annual meeting of shareholders in 2001 in accordance with the
Corporation's Bylaws. To be so presented, the shareholder desiring to submit the
proposal must notify the Secretary of the Corporation not less than sixty (60)
days prior to the date of the meeting.
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, 1999, 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> 18
MAIN STREET BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 19, 2000
MATTER NO. 1 ELECTION OF CLASS II DIRECTORS
<TABLE>
<CAPTION>
NOMINEES FOR CLASS II DIRECTORS
<S> <C> <C>
FREDERICK A. GOSCH
FOR ALL NOMINEES LISTED AGAINST ALFRED B. MAST
(except as marked to to vote against all WESLEY R. PACE
contrary below) nominees listed JOSEPH P. SCHLITZER
FLOYD S. WEBER
</TABLE>
(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, 2000.
FOR AGAINST ABSTAIN
/ / / / / /
CHECK BOX IF YOU PLAN
TO ATTEND MEETING / /
NUMBER ATTENDING ______________
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)
<PAGE> 19
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 8, 2000, at the Annual
Meeting of Shareholders to be held at Stokesay Castle, Hill Road and Spook Lane,
Reading, Pennsylvania, on Wednesday, April 19, 2000 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
AND FOR THE RATIFICATION OF AUDITORS. 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 votes 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
17, 2000, and hereby revokes any proxy or proxies heretofore given to vote
shares at said meeting or any adjournments or postponements thereof.
