SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant toss.240.14a-11(c) orss.240.14a-12
Roebling Financial Corp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[Roebling Financial Corp, Inc. Letterhead]
December 29, 2000
Dear Stockholder:
On behalf of the Board of Directors and management of Roebling
Financial Corp, Inc. (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders to be held at Roebling Bank's Loan Center, 761
Delaware Avenue, Roebling, New Jersey, on January 22, 2001, at 3:30 p.m. The
attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting. During the Annual Meeting, I
will report on the operations of the Company. Directors and officers of the
Company, as well as a representative of Fontanella and Babitts, certified public
accountants, will be present to respond to any questions stockholders may have.
You will be asked to elect two directors and to ratify the appointment
of Fontanella and Babitts as the Company's independent accountants for the
fiscal year ending September 30, 2001. The Board of Directors has unanimously
approved each of these proposals and recommends that you vote FOR them.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so. If you are planning to attend
the Annual Meeting, please let us know by marking the appropriate box on the
proxy card.
Sincerely,
/s/John J. Ferry
--------------------------------
John J. Ferry
Chief Executive Officer
and Chairman of the Board
<PAGE>
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ROEBLING FINANCIAL CORP, INC.
ROUTE 130 AND DELAWARE AVENUE
ROEBLING, NEW JERSEY 08554
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Roebling Financial Corp, Inc. (the "Company"), will be held at the Bank's
Loan Center, 761 Delaware Avenue, Roebling, New Jersey, on January 22, 2001, at
3:30 p.m. for the following purposes.
I. To elect two directors of the Company; and
II. To ratify the appointment of Fontanella and Babitts as independent
accountants of the Company for the fiscal year ending September 30, 2001;
all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on December
11, 2000 are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
A copy of the Company's Annual Report for the year ended September 30,
2000 is enclosed.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Joan K. Geary
----------------------------------------
Joan K. Geary
Secretary
Roebling, New Jersey
December 29, 2000
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
ROEBLING FINANCIAL CORP, INC.
ROUTE 130 AND DELAWARE AVENUE
ROEBLING, NEW JERSEY 08554
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 2001
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Roebling Financial Corp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders which will be held
at Roebling Bank's Loan Center, 761 Delaware Avenue, Roebling, New Jersey, on
January 22, 2001, at 3:30 p.m. local time (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about December 29, 2000. The Company is a
majority-owned subsidiary of Roebling Financial Corp., MHC (the "Mutual Holding
Company"). Because the Mutual Holding Company owns 54% of the Company's common
stock (the "Common Stock"), the votes cast by the Mutual Holding Company will be
determinative of the outcome of Proposal I (election of directors) and Proposal
II (ratification of independent public accountants). The Mutual Holding Company
plans to vote "FOR" Proposals I and II.
All properly executed written proxies that are delivered pursuant to
this Proxy Statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of directors named in Proposal I, (b) FOR Proposal II
(ratification of independent public accountants); and (c) in the discretion of
the proxy holders, as to any other matters that may properly come before the
Meeting. Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Secretary of the Company (Joan K. Geary at Route 130 and
Delaware Avenue, Roebling, New Jersey 08554) written notice of such revocation,
(ii) submitting a duly executed proxy bearing a later date, or (iii) attending
the Meeting and giving the Secretary notice of your intention to vote in person.
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VOTING STOCK AND VOTE REQUIRED
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The Board of Directors has fixed the close of business on December 11,
2000 as the record date for the determination of stockholders who are entitled
to notice of, and to vote at, the Meeting. On the record date, there were
425,500 shares of the Common Stock outstanding. Each stockholder of record on
the record date is entitled to one vote for each share held.
As provided in the Company's Federal Stock Charter (the "Charter"), for
a period of five years from the effective date of the mutual holding company
reorganization, no person, except for the Mutual Holding Company, is permitted
to beneficially own in excess of 10% of the outstanding shares of Common Stock
(the "Limit"), and any shares of Common Stock acquired in violation of this
Limit, are not entitled to any vote. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity.
<PAGE>
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the board
enables a stockholder to vote for the election of the nominees as submitted as
Proposal I, proposed by the Board, or to withhold authority to vote for the
nominee being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.
As to the ratification of the independent accountants, which is
submitted as Proposal II, a stockholder may: (i) vote "FOR" the ratification;
(ii) vote "AGAINST" the ratification; or (iii) "ABSTAIN" with respect to the
ratification. Unless otherwise required by law, Proposal II and all other
matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-Votes, or (b) proxies marked
"ABSTAIN" as to that matter.
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PRINCIPAL HOLDERS
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Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the record date, persons or groups who own more than 5%
of the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
record date.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of Shares of
of Beneficial Owner Beneficial Ownership Common Stock Outstanding
------------------- -------------------- ------------------------
<S> <C> <C>
Roebling Financial Corp., MHC
Route 130 and Delaware Avenue
Roebling, New Jersey 08554 229,540 54%
All executive officers and directors
as a group (8 persons) (1) 45,716 11%
</TABLE>
----------------------
(1) Includes options to purchase 9,408 shares of Common Stock that may be
purchased under Company's 1999 Stock Option Plan within 60 days of the
record date. Certain directors have shared voting and investment power
with respect to Roebling Bank's Employee Stock Ownership Plan ("ESOP")
and Restricted Stock Ownership Plan ("RSP"). Such directors disclaim
beneficial ownership with respect to 10,976 unallocated ESOP shares and
5,582 RSP shares which were previously awarded, but subject to
forfeiture, or have not been allocated. See "Proposal I - Election of
Directors."
-2-
<PAGE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act, requires the Company's directors and
executive officers to file reports of ownership and changes in ownership of
their equity securities of the Company with the Securities and Exchange
Commission and to furnish the Company with copies of such reports. To the best
of the Company's knowledge, all of the filings by the Company's directors and
executive officers were made on a timely basis during the 2000 fiscal year. The
Company is not aware of other beneficial owners of more than ten percent of its
Common Stock.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Company's Bylaws requires that directors be divided into three
classes, as nearly equal in number as possible, each class to serve for a three
year period, with approximately one-third of the directors elected each year.
The Board of Directors currently consists of six members, each of whom also
serves as a director of Roebling Bank (the "Bank"). Two directors will be
elected at the Meeting, to serve for a three-year term or until his successor
has been elected and qualified.
Mark V. Dimon and John J. Ferry have been nominated by the Board of
Directors to serve as directors. Messrs. Dimon and Ferry are currently members
of the Board and have been nominated for three-year terms to expire in 2004.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should Messrs. Dimon and
Ferry withdraw or be unable to serve (which the Board of Directors does not
expect) or should any other vacancy occur in the Board of Directors, it is the
intention of the persons named in the enclosed proxy card to vote for the
election of such persons as may be recommended to the Board of Directors by the
Nominating Committee of the Board. If there are no substitute nominees, the size
of the Board of Directors may be reduced.
The following table sets forth information with respect to the nominees
and the other sitting directors, including for each their name, age, the year
they first became a director of the Company or the Bank, the expiration date of
their current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Each director of the Company is also a member
of the Board of Directors of the Bank. Beneficial ownership of executive
officers and directors of the Company, as a group, is set forth under the
caption "Principal Holders".
-3-
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
YEAR FIRST CURRENT STOCK BENEFICIALLY PERCENT
ELECTED OR TERM OWNED AS OF OF
NAME AND TITLE AGE(1) APPOINTED(2) EXPIRES DECEMBER 11, 2000(3) CLASS(%)
-------------- ------ ------------ ------- -------------------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2004
<S> <C> <C> <C> <C> <C>
Mark V. Dimon 42 1983 2001 10,444(4) 2.4
Director and Treasurer
John J. Ferry 50 1987 2001 11,744(4) 2.7
Chairman of the Board and
Chief Executive Officer
DIRECTORS CONTINUING IN OFFICE
Joan K. Geary 72 1990 2002 5,194(5) 1.2
Director and Secretary
Robert R. Semptimphelter, Sr. 48 1990 2002 8,294(4) 1.9
Director
John A. LaVecchia 53 1989 2003 3,944 --(6)
Director
George Nyikita 50 1989 2003 5,544 1.3
Director
</TABLE>
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(1) At September 30, 2000.
(2) Refers to the year the individual first became a director of the Bank.
(3) The share amounts includes 1,568 shares of Common Stock each of the
directors may acquire through the exercise of stock options within 60
days of the record date. The shares amounts also include 376 shares of
Common Stock to be awarded under the restricted stock plan within 60
days of the record date. See "Director and Executive Officer
Compensation - Director Compensation."
(4) Excludes 10,976 unallocated shares under the ESOP and 5,582 RSP shares
which were previously awarded but subject to forfeiture or have not
been allocated, for which such individuals serve as a member of the
ESOP Trust, ESOP Planning Committee, and/or the RSP Committee. Such
individuals disclaim beneficial ownership with respect to such shares
held in a fiduciary capacity.
(5) As a member of the ESOP Planning Committee, Ms. Geary excludes 10,976
unallocated shares under the ESOP and disclaims beneficial ownership
with respect to such shares held in a fiduciary capacity.
(6) Less than 1.0% of Common Stock outstanding.
-4-
<PAGE>
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their names.
<TABLE>
<CAPTION>
Age as of
Name September 30, 2000 Positions Held With the Company
---- ------------------ -------------------------------
<S> <C> <C>
John J. Ferry 50 Chief Executive Officer and Chairman of the
Board
Robert P. Hawkins, Jr. 61 President and Chief Executive Officer of the Bank
John Y. Leacott 72 Vice President and Chief Financial Officer
</TABLE>
Biographical Information
The principal occupation of each director and executive officer of the
Company is set forth below. Executive officers receive compensation from the
Bank. All directors and executive officers have held their present positions for
a minimum of five years unless otherwise stated.
Nominees for Directors:
Mark V. Dimon has served as a director of the Company since 2000 and as
a director of the Bank since 1983. Since 1988, Mr. Dimon has been the sole
proprietor of Dimon Oil Corp, a commodity brokerage business. Mr. Dimon has been
Treasurer of the Bank since October 1998.
John J. Ferry has been Chairman of the Board of the Company since 2000,
and a director of the Bank since 1986. Since February 2000, Mr. Ferry has acted
as the Chief Executive Officer of the Company. Since 1972, he has been President
and owner of Ferry Construction. Active in the community, Mr. Ferry is a member
of the Board of Directors of the YMCA of Burlington County, the Secretary of the
Planning Board for the City of Burlington, New Jersey, and also serves on the
BCIT School Board, in Westampton, New Jersey.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE NOMINEES FOR DIRECTORS.
Continuing Directors:
Joan K. Geary has been a director of the Company since 2000 and a
director of the Bank since 1990, and has served as Secretary since 1992. She is
owner of Keating Realty Company, where she has worked for 53 years. Ms. Geary is
active in the community; she is Chairperson of the Florence Township Economic
Development Council, Member of the Community Advisory Panel (CAP) of Occidental
Chemical Corporation and is a Supreme Court of New Jersey appointed member of
the District IIIB Arbitration Committee of Burlington County. Ms. Geary also
holds a New Jersey State Real Estate License.
-5-
<PAGE>
Robert R. Semptimphelter, Sr. has been a director of the Company since
2000 and a director of the Bank since 1990. Since May 1998, Mr. Semptimphelter
has served as the Director of Patient Financial Services at Carrier Clinic,
Bellemead, New Jersey. Prior to his current position, Mr. Semptimphelter has
held various administrative health care-related positions with Virtua Health and
Abington Hospitals. Mr. Semptimphelter is also a Director of the Burlington
Country Club and a coach in Florence Township's girl's softball and basketball
programs.
John A. LaVecchia has been Vice Chairman of the Company since 2000, and
a director of the Bank since 1989. Since February 1999, Mr. LaVecchia has served
as General Manager of Brandow Group, Chevrolet Division. Prior to his current
position, Mr. LaVecchia served as President of Totten Chevrolet Inc., an
automotive dealership since 1984. Mr. LaVecchia is a member of the Board of
Directors of Girl Scouts USA and is a coach in both Medford Little League, as
well as in Medford Youth Soccer Clubs.
George Nyikita has been a director of the Company since 2000 and a
director of the Bank since 1989. He has been employed with the Burlington County
Bridge Commission since 1991, where he has worked as a contracting officer, as
well as chief financial officer and, currently as the executive director. Mr.
Nyikita is also a member of the Board of Directors of the YMCA of Burlington
County, as well as of the Board of Trustees of Burlington County College.
Executive Officers Who Are Not Directors:
Robert P. Hawkins, Jr. commenced employment with the Bank in February
2000, as interim President, upon the resignation of the former President and
Chief Executive Officer. On April 24, 2000, Mr. Hawkins was named President of
the Bank. From May 1993 until April 1999, Mr. Hawkins was employed as Senior
Vice President of Hudson United Bank and its predecessors.
John Y. Leacott has been Vice President and Chief Financial Officer of
the Company since 2000 and Vice President and Chief Financial Officer of the
Bank, where he has been employed since 1991.
Meetings and Committees of the Board of Directors
During the fiscal year ended September 30, 2000, the Board of Directors
held one regular meeting and no special meetings. During the fiscal year ended
September 30, 2000, no director attended fewer than 75% of the total meetings of
the Board of Directors and of the committees on which such director served. In
addition to other committees, as of September 30, 2000, the Company had a
Nominating Committee, a Personnel Committee, and a Audit Committee.
The Nominating Committee consists of the Board of Directors.
Nominations to the Board of Directors made by stockholders must be made in
writing to the Secretary and received by the Bank not less than 5 days prior to
the date of the annual meeting The Nominating Committee, which is not a standing
committee, met once during the 2000 fiscal year.
The Personnel Committee meets as needed to review the performance of
employees and to determine compensation to be recommended to the Board. The
Personnel Committee is comprised of Directors Nyikita, Semptimphelter and Ferry.
The Committee met 14 times during fiscal 2000.
-6-
<PAGE>
The Audit Committee consists of Directors Semptimphelter, Ferry and
Geary. The Audit Committee reviews the adequacy of internal controls and
management reports and meets with the outside accountants to discuss the scope
of the audit and to review the results of the annual audit. This Committee met
two times in fiscal 2000.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
General. Each non-employee Director receives $500 for each board
meeting attended and $150 for each committee meeting attended. For the fiscal
year ended September 30, 2000, each non-employee director of the Company earned
a bonus of $2,000 and the Chairman earned a bonus of $3,000. Total fees of
$84,450 were paid to directors for their service on the Board of Directors and
its committees during the fiscal year ended September 30, 2000.
Directors Consultation and Retirement Plan. The Bank sponsors a
Directors Consultation and Retirement Plan ("DRP") to provide retirement
benefits to non-employee directors of the Bank. Payments under the DRP commence
upon retirement as a director of the Bank. The DRP provides a retirement benefit
based on the number of years of service to the Bank. Benefits shall be paid for
a maximum of 84 months to the retired directors, a surviving spouse or the
director's estate. For the fiscal year ended September 30, 2000, payments
totalling approximately $10,000 were made under the DRP to a retired director.
Stock Awards. Under the Company's 1999 Stock Option Plan, each director
was granted options to acquire 1,568 shares of Common Stock. The exercise price
of the options is the fair market value of the Company's Common stock on the
date of grant. The options granted to all directors are fully vested. Under the
RSP, all directors were awarded 627 shares of Common Stock. All directors earn
shares awarded to them at the rate of 20% per year commencing on January 25,
1999. In accordance with the RSP, dividends are paid on shares awarded.
Executive Compensation
The Company has no full time employees, but relies on the employees of
the Bank for the limited services required by the Company. All compensation paid
to officers and employees is paid by the Bank.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by (i) the Chief Executive Officer of
the Company, and (ii) the President of the Bank. No other executive officer of
either the Bank or the Company had a salary and bonus for the fiscal year ended
September 30, 2000, that exceeded $100,000 for services rendered in all
capacities to the Bank or the Company.
-7-
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------- -------------------------------
Securities
Fiscal Restricted Underlying All other
Name and Year Other Annual Stock Options/ Compensation
Principal Position Ending Salary($) Bonus($)(3) Compensation($)(4) Awards($)(5) SARs(#)(6) ($)
------------------- ------ ---------- ----------- ------------------ ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John J. Ferry 2000 -- 3,000 15,750 -- -- --
Chief Executive Officer(1) 1999 -- 2,000 13,750 8,934 1,568 --
Robert P. Hawkins, Jr. 2000 45,815 15,000 -- -- -- --
President of the Bank (2)
</TABLE>
---------------------
(1) Mr. Ferry has acted as Chief Executive Officer of the Company upon the
resignation of the former President and Chief Executive Officer on February
25, 2000.
(2) Mr. Hawkins commenced employment on February 10, 2000.
(3) Bonuses are awarded at the discretion of the Board of Directors.
(4) Constitutes director fees.
(5) Represents the award of 627 shares of Common Stock under the RSP as of
January 25, 1999 on which date the market price of such stock was $14.25
per share. Such stock awards become non-forfeitable at the rate of 20% per
year commencing on the date of grant. Dividend rights associated with such
stock are accrued and held in arrears to be paid at the time that such
stock becomes non-forfeitable. As of September 30, 2000, 376 shares with a
market value of $5,546 at such date (based upon the closing price of $14.75
per share at such date) remain unvested.
(6) Awarded pursuant to the 1999 Stock Option Plan. All options are fully
vested as of the record date. Options are exercisable at $14.25 per share.
At September 30, 2000, the closing price of the Common Stock was $14.75 per
share. See "-- Stock Awards".
Stock Awards. The following table sets forth information with respect
to previously awarded stock options to purchase the Common Stock granted in 1999
to Mr. Ferry and held by him as of September 30, 2000. The Company has not
granted to Mr. Ferry any stock appreciation rights ("SARs").
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money Options/SARs
Acquired on Options/SARs at FY-End (#) at FY-End ($)
Name Exercise (#) Value Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ------------- -------------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
John J. Ferry -- -- 1,568 / 0 $784 / 0
</TABLE>
-----------------------
(1) Based upon an exercise price of $14.25 per share and estimated price of
$14.75 at September 30, 2000.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
-8-
<PAGE>
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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
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Fontanella and Babitts was the Company's independent public accountants
for the fiscal year ended September 30, 2000. The Board of Directors has
appointed Fontanella and Babitts to be its accountants for the fiscal year
ending September 30, 2001, subject to ratification by the Company's
stockholders. A representative of Fontanella and Babitts is expected to be
present at the Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if the representative so desires.
RATIFICATION OF THE APPOINTMENT OF THE ACCOUNTANTS REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE
COMPANY AT THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF FONTANELLA AND BABITTS AS THE
COMPANY'S ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2001.
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STOCKHOLDER PROPOSALS
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In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2002, all
stockholder proposals must be submitted to the Secretary at the Company's
office, Route 130 and Delaware Avenue, Roebling, New Jersey 08554, on or before
August 20, 2001. Under the Company's Bylaws, in order to be considered for
possible action by stockholders at the 2002 annual meeting of stockholders,
stockholder nominations for director and stockholder proposals not included in
the Company's proxy statement must be submitted to the Secretary of the Company,
at the address set forth above, no later than January 17, 2002.
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OTHER MATTERS
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The Board of Directors does not know of any other matters that are
likely to be brought before the Meeting. If any other matters, not now known,
properly come before the Meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters.
The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
-9-
<PAGE>
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FORM 10-KSB
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 2000 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, ROEBLING FINANCIAL CORP,
INC., ROUTE 130 AND DELAWARE AVENUE, ROEBLING, NEW JERSEY 08554.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Joan K. Geary
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Joan K. Geary
Secretary
Roebling, New Jersey
December 29, 2000
-10-
<PAGE>
APPENDIX
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ROEBLING FINANCIAL CORP, INC.
ROUTE 130 AND DELAWARE AVENUE
ROEBLING, NEW JERSEY 08554
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 2001
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The undersigned hereby appoints the Board of Directors of Roebling
Financial Corp, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at Roebling
Bank's Loan Center at 761 Delaware Avenue, Roebling, New Jersey, on January 22,
2001, at 3:30 p.m. local time, and at any and all adjournments thereof, in the
following manner:
FOR WITHHELD
--- --------
I. The election of directors as nominees listed
below (except as marked to the contrary): |_| |_|
Mark V. Dimon
John J. Ferry
(Instruction: to withhold authority to vote
for any individual nominee, write that nominee's
name on the space provided below)
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FOR AGAINST ABSTAIN
--- ------- -------
II. The ratification of the appointment of Fontanella
and Babitts, as independent accountants of the
Company for the fiscal year ending
September 30, 2001. |_| |_| |_|
The Board of Directors recommends a vote "FOR" the above listed
propositions.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the Stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 29, 2000 and the 2000 Annual Report.
Dated: _________________
Please check this box if you are planning to attend the Meeting. |_|
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
----------------------------------- --------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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