May 17, 2000
Dear Stockholder:
We cordially invite you to attend a Special Meeting of Stockholders of Dollar
Bancorp, Inc. (the "Company"). The Special 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 June 6, 2000.
The enclosed Notice of Special Meeting and Proxy Statement describe the formal
business to be transacted. During the Special Meeting we will also report on the
operations of the Company.
The Special Meeting is being held so that stockholders may consider an amendment
to the Company's Certificate of Incorporation to increase the number of
authorized shares of common stock from 900,000 to 5,000,000 and to increase the
number of authorized shares of preferred stock from 100,000 to 2,000,000.
The Board of Directors of the Company has determined that the matter to be
considered at the Special Meeting is 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" the 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 Special 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
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Dollar Bancorp, Inc.
893 Franklin Avenue
Newark, New Jersey 07107
(973) 483-0001
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On June 6, 2000
Notice is hereby given that a Special Meeting of Stockholders of Dollar
Bancorp, Inc., (the "Company") will be held at the main office of the Company,
893 Franklin Avenue, Newark, New Jersey, on June 6, 2000 at 4:00 p.m., local
time.
A Proxy Card and a Proxy Statement for the Special Meeting are
enclosed.
The Special Meeting is for the purpose of considering and acting upon:
The approval of an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common
stock from 900,000 to 5,000,000 and to increase the number of
authorized shares of preferred stock from 100,000 to 2,000,000; and
such other matters as may properly come before the Special Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Special Meeting.
Any action may be taken on the foregoing proposal at the Special
Meeting on the date specified above, or on any date or dates to which the
Special Meeting may be adjourned. Stockholders of record at the close of
business on May 16, 2000, are the stockholders entitled to vote at the Special
Meeting, and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE SPECIAL 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 SPECIAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE SPECIAL
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 SPECIAL MEETING.
By Order of the Board of Directors
/s/ Susan L. Velardi
Susan L. Velardi
Secretary
May 17, 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.
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<PAGE>
PROXY STATEMENT
Dollar Bancorp, Inc.
893 Franklin Avenue
Newark, New Jersey
(973) 483-0001
SPECIAL MEETING OF STOCKHOLDERS
June 6, 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 Special Meeting of Stockholders of the Company (the
"Special Meeting"), which will be held at the main office of the Company, 893
Franklin Avenue, Newark, New Jersey, on June 6, 2000, at 4:00 p.m., local time,
and all adjournments of the Special Meeting. The accompanying Notice of Special
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about May 17, 2000.
REVOCATION OF PROXIES
Stockholders who sign and return retain the right to revoke them in the
manner described below. Unless revoked, the shares represented by such proxies
will be voted at the Special 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 proposal to amend
the Company's Certificate of Incorporation.
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
Special Meeting of any stockholder who returned a proxy shall not revoke the
proxy unless the stockholder delivers his or her ballot in person at the Special
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
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 May 16, 2000 (the "Record
Date") are entitled to one vote for each share 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 Special Meeting. The
affirmative vote of holders of a majority of the outstanding shares of Common
Stock is required for the approval of the proposal to increase the number of
authorized shares of common and preferred stock. 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 the proposal and thus will have the
same effect as a vote against the proposal.
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Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file reports with the Securities and Exchange
Commission (the "SEC") regarding their 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
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(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. 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 -- AMENDMENT TO CERTIFICATE OF INCORPORATION
The Company's Board of Directors has unanimously approved a proposed
amendment to the Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 900,000 to 5,000,000 and the number of
authorized shares of preferred stock, par value $0.01 per share (the "Preferred
Stock") from 100,000 to 2,000,000 (the "Certificate Amendment"). The affirmative
vote of the holders of a majority of the outstanding shares of Common Stock is
required for approval and adoption of the Certificate Amendment.
The Company is currently authorized to issue 900,000 shares of Common
Stock, of which 76,000 are outstanding. The Company is also currently authorized
to issue 100,000 shares of
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<PAGE>
preferred stock, none of which are outstanding. The Board of Directors has
unanimously approved the proposed Certificate Amendment.
The primary purpose of the Certificate Amendment is to enable to Company to
increase the liquidity of the Common Stock through a stock split. The Common
Stock is not actively traded and is not listed, quoted or traded on any
securities exchange or over-the-counter market. In addition, there are a limited
number of stockholders. On April 17, 2000, stockholders owning 90.1% of the
Common Stock (the "Selling Stockholders") entered into an agreement with
National Securities Corporation ("NSC") whereby NSC would assist the Selling
Stockholders in an effort to sell their shares of Common Stock in a private
placement. The Common Stock to be sold in the private placement will only be
marketed to "accredited investors," as that term is defined in the General Rules
and Regulations of the Securities Act of 1933. In order to assist the Selling
Stockholders in marketing their Common Stock, the Company intends to split its
stock and increase the number of outstanding shares of Common Stock. As a result
of the stock split, each outstanding share of Common Stock will be converted
into 29.2 shares of Common Stock, so that the total number of outstanding shares
of Common Stock will be 2,220,914. The Company will not effect the stock split,
and therefore not effect the Certificate Amendment, if the Selling Stockholders
are not able to sell their shares of Common Stock in the private placement.
However, the Certificate Amendment will provide the Company with the requisite
number of authorized shares of Common Stock in its Certificate of Incorporation
to effect such a stock split, if necessary.
Assuming the stock split had been completed on December 31, 1999,
stockholders' equity as of that date would have been reduced from $19.37 per
share to $0.66 per share, and net income for the year ended December 31, 1999
would have been reduced from $1.86 per share to $0.06 per share.
In addition, the Board of Directors believes that the authorization of
additional shares of Common Stock and Preferred Stock is advisable to provide
the Company with the flexibility to take advantage of opportunities to issue
such stock in order to obtain capital, as consideration for possible
acquisitions or for other purposes (including, without limitation, future stock
splits and stock dividends in appropriate circumstances). Following the stock
split discussed above, there will remain 2,779,086 authorized but unissued
shares of Common Stock and 2,000,000 authorized but unissued shares of Preferred
Stock, any or all of which could be used for acquisitions or other purposes.
There are, at present, no plans, understandings, agreements or arrangements
concerning the sale of additional shares of Common Stock or Preferred Stock by
the Company.
If the proposal is approved, all or any of the authorized shares may be
issued without further stockholder action, unless such approval is required by
applicable law or regulatory authorities. Stockholders have no preemptive rights
to subscribe for any such newly issued shares. The issuance of shares otherwise
than on a pro-rata basis to all stockholders would reduce the proportionate
interest in the Company of each stockholder.
The Company has not proposed the increase in the authorized number of
shares with the intention of using the additional shares for anti-takeover
purposes, although the Company could theoretically use the additional shares to
make more difficult or to discourage an attempt to acquire control of the
Company. Additional shares could be privately placed with purchasers who might
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<PAGE>
cooperate with the Board of Directors in opposing such an attempt by a third
party to gain control of the Company, or could also be used to dilute ownership
of a person or entity seeking to obtain control of the Company. Alternatively,
the Board of Directors could issue Preferred Stock which provides the recipients
superior voting rights over holders of the Common Stock, or provides the
recipients with the ability to elect additional directors who will act in
assisting the incumbent Board of Directors against third party action. The Board
of Directors could take any of these actions, even if the proposed third party
action is favorable to the interests of stockholders. Although the Company does
not currently contemplate taking any action of this type, shares of Common Stock
or one or more series of Preferred Stock could be issued for the purposes and
effects described above and the Board of Directors reserves its rights (if
consistent with its fiduciary responsibilities) to issue additional stock for
such purposes.
If ths proposal is approved, Article 4.A. of the Company's Certificate of
Incorporation will read as follows:
A. The total number of shares of all classes of stock which the Corporation
shall have authority to issue is seven million (7,000,000) consisting of:
1. Two million (2,000,000) shares of Preferred Stock, par value one
cent ($.01) per share (the "Preferred Stock"); and
2. Five million (5,000,000) shares of Common Stock, par value one
cent ($.01) per share (the "Common Stock").
The Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock will provide flexibility needed to meet
corporate objectives and is in the best interests of and its stockholders.
THE BOARD RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE CERTIFICATE AMENDMENT.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for the
Company's 2000 Annual Meeting of Stockholders (the "Annual Meeting"), any
stockholder proposal to take action at such meeting should have been received at
the Company's executive office, 893 Franklin Avenue, Newark, New Jersey 07107,
no later than February 22, 2000.
The Company's Bylaws provide that any new business to be taken up at the
Annual Meting shall be stated in writing and filed with the secretary of the
Company at least five days before the date of the Annual Meeting, and all
business so stated, proposed, and filed shall be considered at the annual
meeting; but no other proposal shall be acted upon at the annual meeting. Any
stockholder may make any other proposal at the annual meeting and the same may
be discussed and considered, but unless stated in writing and filed with the
secretary at least five days before the Annual Meeting, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
stockholders taking place 30 days or more thereafter.
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<PAGE>
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 February 27, 2001. Any such
proposals are subject to the requirements of the proxy rules adopted under the
Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Special Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Special 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 Special
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 DOLLAR SAVINGS BANK'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED MARCH 31, 1999, 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 L. Velardi
Susan L. Velardi
Secretary
Newark, New Jersey
May 17, 2000
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<PAGE>
REVOCABLE PROXY
DOLLAR BANCORP, INC.
SPECIAL MEETING OF STOCKHOLDERS
JUNE 6, 2000
The undersigned hereby appoints Robert DeMane and Susan L. Velardi 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 Special Meeting of Stockholders ("Special Meeting") to
be held at the Company's main office, 893 Franklin Avenue, Newark, New Jersey on
June 6, 2000, at 4:00 p.m. local time. The Board of Directors is authorized to
cast all votes to which the undersigned is entitled as follows:
FOR AGAINST ABSTAIN
--- ------- -------
The approval of an amendment to the Company's |_| |_| |_|
Certificate of Incorporation to increase the
number of authorized shares of common stock
from 900,000 to 5,000,000 and to increase the
number of authorized shares of preferred stock
from 100,000 to 2,000,000.
The Board of Directors recommends a vote "FOR" the listed proposal.
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 SPECIAL 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 SPECIAL MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<PAGE>
Should the undersigned be present and elect to vote at the Special Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Special 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
Special Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Special Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Special Meeting and a proxy statement dated May 17,
2000.
Dated: _________________________ --- Check Box if You Plan
--- to Attend Special 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.
