July 5, 2000
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of Dollar
Bancorp, Inc. (the "Company"). The Annual Meeting will be held at the main
office of the Company, 893 Franklin Avenue, Newark, New Jersey, at 4:00 p.m.,
local time, on July 15, 2000.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to respond to any
questions that stockholders may have.
The Annual Meeting is being held so that stockholders may consider the election
of directors and the ratification of the appointment of Fontanella and Babitts
as the Company's auditors for fiscal year ending March 31, 2001.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own.
Sincerely,
/s/ Robert DeMane
Robert DeMane
President and Chief Executive Officer
<PAGE>
Dollar Bancorp, Inc.
893 Franklin Avenue
Newark, New Jersey 07107
(973) 483-0001
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 15, 2000
Notice is hereby given that the Annual Meeting of Dollar Bancorp, Inc.,
(the "Company") will be held at the main office of the Company, 893 Franklin
Avenue, Newark, New Jersey, on July 15, 2000 at 4:00 p.m., local time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two Directors to the Board of Directors;
2. The ratification of the appointment of Fontanella and Babitts as
auditors for the Company for the fiscal year ending March 31,
2001; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on June 25,
2000, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Susan Velardi
Susan Velardi
Secretary
July 5, 2000
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
Dollar Bancorp, Inc.
893 Franklin Avenue
Newark, New Jersey
(973) 483-0001
ANNUAL MEETING OF STOCKHOLDERS
July 15, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Dollar Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at the main office of the Company, 893
Franklin Avenue, Newark, New Jersey, on July 15, 2000, at 4:00 p.m., local time,
and all adjournments of the Annual Meeting. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about July 5, 2000.
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REVOCATION OF PROXIES
--------------------------------------------------------------------------------
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above. The presence at the Annual
Meeting of any stockholder who had returned a proxy shall not revoke such proxy
unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
--------------------------------------------------------------------------------
Holders of record of the Company's common stock, par value $0.01 per share
(the "Common Stock") as of the close of business on June 25, 2000 (the "Record
Date") are entitled to one vote for each share then held. As of the Record Date,
the Company had 76,000 shares of Common Stock issued and outstanding. The
presence in person or by proxy of a majority of the outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum at the Annual
Meeting. Directors are elected by a plurality of votes cast, without regard to
either broker non- votes, or proxies as to which the authority to vote for the
nominees being proposed is withheld. The affirmative vote of holders of a
majority of the total votes present at the Annual Meeting in person or by proxy
is required for ratification of Fontanella and Babitts as the Company's
auditors. Abstentions and broker non-votes will be counted for purposes of
determining that a quorum is present, but will not be counted as votes in favor
of Proposal II.
<PAGE>
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors individually, by executive officers individually, by executive
officers and Directors as a group and by each person who was the beneficial
owner of more than five percent of the Company's outstanding shares of Common
Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
---------------------- ------------------ -----------------
Directors and Officers (2):
David J. Breitkopf -- --
Robert DeMane 7,560 9.95%
Susan Velardi -- --
Ira Geller -- --
Karin Meyer -- --
Alex Velto -- --
All Directors and Executive Officers 7,560 9.95%
as a Group (6 persons)
Principal Stockholders:
Robert DeMane 7,560 9.95%
983 Franklin Avenue
Newark, New Jersey 07107
-----------------------------
(1) A person is deemed to be the beneficial owner for purposes of this table,
of any shares of Common Stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares. Includes all shares held directly as well as by spouses and minor
children, in trust and other indirect ownership, over which shares the
named individuals effectively exercise sole or shared voting and investment
power. Unless otherwise indicated, the named individual has sole voting and
investment power.
(2) The mailing address for each person is listed as 893 Franklin Avenue,
Newark, New Jersey, 07107.
--------------------------------------------------------------------------------
PROPOSAL I--ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of six members. The
Company's bylaws provide that approximately one-third of the Directors are to be
elected annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been elected
and shall qualify. Two Directors will be elected at the Annual Meeting to serve
for a three-year period and until their respective successors shall have been
elected and shall qualify. The Board of Directors has nominated Robert DeMane
and Karin Meyer to serve as Directors for three-year periods, both of whom are
currently members of the Board of Directors.
The table below sets forth certain information regarding the composition of
the Company's Board of Directors, including the terms of office of Board
members. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Annual Meeting for the election of the nominees
identified below. If the nominee is unable to serve, the shares represented by
all such proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why any of the nominees might be unable to serve, if elected. Except as
indicated herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Positions Director Current Term Owned on Percent
Name (1) Age Held Since (2) to Expire Record Date (3) Of Class
------------- --------- ------------------ ----------- --------- ---------------- --------
NOMINEES
<S> <C> <C> <C> <C> <C>
Robert DeMane 54 President, Chief Executivd 1985 2000 7,560 9.95%
Officer and Director
Karin Meyer 57 Director 1991 2000 -- --
DIRECTORS CONTINUING IN OFFICE
Ira Geller 61 Director 1985 2001 -- --
Alex Velto 53 Director 1995 2001 -- --
David J. Breitkopf 72 Chairman of the Board 1958 2002 -- --
Susan Velardi 34 Vice President, Secretary 1992 2002 -- --
and Director
</TABLE>
(1) The mailing address for each person listed is 893 Franklin Avenue, Newark,
New Jersey, 07107.
(2) Reflects initial appointment to the Board of Trustees of the mutual
predecessor of Dollar Savings Bank (the "Bank").
(3) See definition of "beneficial ownership" in the table in "Voting Securities
and Principal Holders Thereof."
The principal occupation during the past five years of each director and
executive officer is set forth below. All directors and executive officers have
held their present positions for five years unless otherwise stated.
Robert DeMane is the Company's President and Chief Executive Officer.
Prior to his appointment as President in 1995, Mr. DeMane served as a consultant
to the Bank and served as President of ATS, a transportation brokerage business.
Ira Geller is an accountant with the Firm of Harold Grossman in West
Orange, New Jersey.
Alex Velto is a financial consultant with Merrill Lynch and Co.
David J. Breitkopf is the Chairman of the Board. Until his retirement in
1997, Mr. Breitkopf was practicing law as a sole practitioner. Mr. Breitkopf
served as the Bank's President from 1991 until 1995.
Susan Velardi serves as the Company's Vice President and Secretary.
Karin Meyer is self-employed, and until recently was the owner of Meyer's
Bakery in Sparta, New Jersey.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement or Annual Report on Form 10-KSB of
the failure of an officer, director or 10% beneficial owner of the Company's
Common Stock to file a Form 3, 4, or 5 on a timely basis. Based on the Company's
review of such ownership reports, no officer, director or 10% beneficial owner
of the Company failed to file ownership reports on a timely basis for the fiscal
year ended March 31, 2000.
Meetings and Committees of the Board of Directors
The Board of Directors met 12 times during the year ended March 31, 2000.
During fiscal 2000, no director of the Bank attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
3
<PAGE>
The Bank has a standing Audit Committee, which meets as needed to review
the books and financial records of the Bank. The Audit Committee also makes
decisions regarding the retention of the Bank's independent auditors, and
reviews the results of the audit and determines what actions, if any, are
needed. The Committee is composed of the Board of Directors. The Audit Committee
met once during fiscal 2000.
The Company's entire Board of Directors acts as the Nominating Committee
for nominating directors to serve on the Board. The Board of Directors met once
during fiscal 2000 in its capacity of the Nominating Committee.
The entire Board of Directors establishes salaries and compensation of the
Bank's personnel.
Directors' Compensation
During fiscal 2000, all directors received a fee of $300 per month for
serving on the Board of Directors of the Bank. Directors do not receive any
additional fees for serving on the Board of Directors of the Company, or for
attending special board meetings or for participation on committees.
Executive Compensation
The Company does not pay compensation to its officers. The following table
sets forth certain information as to the total remuneration paid by the Bank to
Mr. DeMane, the Bank's chief executive officer for the fiscal years ended March
31, 2000, 1999 and 1998. No officer of the Company received cash compensation
exceeding $100,000 in fiscal 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
==========================================================================================================================
Long-Term
Annual Compensation Compensation Awards
---------------------------------------------------------------------- --------------------------------
Fiscal Other Restricted
Years Annual Stock Options/ All Other
Name and Ended Salary Bonus Compensation Award(s) SARs Compensation
Principal Position March 31 ($) ($) ($) ($) (#) Payouts ($)
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert DeMane, 2000 61,464 -- -- -- -- -- --
President and Chief 1999 61,464 -- -- -- -- -- --
Executive Officer 1998 61,464 -- 8,500 -- -- -- --
==========================================================================================================================
</TABLE>
Benefits
The Bank currently provides health care benefits, including medical,
disability and dental, subject to certain deductibles and copayments by
employees, a retirement plan and group life insurance to its employees.
Transactions With Certain Related Persons
The Company has no loans outstanding to its directors, officers or
employees. The Company has a policy of not granting loans to directors or
employees.
--------------------------------------------------------------------------------
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
--------------------------------------------------------------------------------
The Board of Directors of the Company has approved the engagement of
Fontanella and Babitts to be the Company's auditors for the 2001 fiscal year,
subject to the ratification of the engagement by the Company's stockholders. At
the Meeting, stockholders will consider and vote on the ratification of the
engagement of Fontanella and Babitts, for the Company's fiscal year ending March
31, 2001. A representative of Fontanella and Babitts is expected to attend the
Meeting to respond to appropriate questions and to make a statement if he so
desires.
4
<PAGE>
In order to ratify the selection of Fontanella and Babitts, as the auditors
for the 2001 fiscal year, the proposal must receive at least a majority of the
votes cast, either in person or by proxy, in favor of such ratification. The
Board of Directors recommends a vote "FOR" the ratification of Fontanella and
Babitts as auditors for the 2001 fiscal year.
--------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 893 Franklin
Avenue, Newark, New Jersey 07107, no later than March 8, 2001. Any such
proposals shall be subject to the requirements of the proxy rules adopted by the
SEC under the Securities Exchange Act of 1934.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to introduce an item of business at an annual meeting of
stockholders. These procedures provide, generally, that stockholders desiring to
bring a proper subject of business before the meeting, must do so by a written
notice timely received not later than 5 days in advance of such meeting by the
Secretary of the Company.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED MARCH 31, 2000, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO SUSAN VELARDI, SECRETARY,
DOLLAR BANCORP, INC., 893 FRANKLIN AVENUE, NEWARK, NEW JERSEY 07107, (973)
483-0001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Susan Velardi
Susan Velardi
Secretary
Newark, New Jersey
July 5, 2000
5
<PAGE>
REVOCABLE PROXY
DOLLAR BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
July 15, 2000
The undersigned hereby appoints the full Board of Directors with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders ("Annual Meeting") to be held at
the Company's main office, 893 Franklin Avenue, Newark, New Jersey on July 15,
2000, at 4:00 p.m. Eastern Standard Time. The Board of Directors is authorized
to cast all votes to which the undersigned is entitled as follows:
VOTE
FOR WITHHELD
--- --------
(except as
marked to
the contrary
below)
1. The election as Directors of all nominees |_| |_|
listed below.
Robert DeMane
Karin Meyer
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the
line(s) below.
------------------------------
------------------------------
FOR AGAINST ABSTAIN
2. The ratification of Fontanella and Babitts as the --- ------- -------
Company's independent auditor for the fiscal year
ended March 31, 2001. |_| |_| |_|
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS
DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<PAGE>
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated July 5,
2000, and audited financial statements.
Dated: _________________________ --- Check Box if You Plan
--- to Attend Annual Meeting
------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
