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
|_| Filed by the Registrant
|X| Filed by a Party other than the Registrant
Check the appropriate box:
|X| Preliminary Proxy Statement |_| Confidential, for Use of
|_| Definitive Proxy Statement the Commission Only (as
|_| Definitive Additional Materials permitted by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SC Bancorp
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(Name of Registrant as Specified in Its Charter)
Basswood Financial Partners, L.P.
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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:
- -------------------------------------------------------------------------------
(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:
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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.
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(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>
BASSWOOD FINANCIAL PARTNERS, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
__, 1997
Concerned Shareholder,
As the investment manager of Basswood Financial Partners, L.P., which together
with its affiliates currently owns 9.77% of the outstanding shares of Common
Stock of SC Bancorp, I have become increasingly disturbed at the very slow
progress our Company has been making toward achieving even mediocre
profitability. Management of the Company has repeatedly stated its strategy of
raising profitability by acquiring other financial institutions and combining
them with our Company. Unfortunately for this strategy, acquisition prices for
financial institutions in California have risen dramatically in the past year,
making it unlikely that any bargains will be found. Despite this reality, I am
concerned that the management of our Company will pursue acquisitions of other
banks at inflated prices thereby diluting the value of our ownership.
The good news is that it is now very likely that our Company could be sold to
another larger bank holding company for a substantial premium. It is my belief
that our Board of Directors is not seriously considering this option.
Consequently, Basswood Financial Partners, L.P. is proposing to add three new
directors to the Board. These new directors will be open minded with regard to
the options of selling our Company, and in my opinion, will more accurately
reflect the views of the majority of the shareholders of our Company.
In order to add three new directors to the Board, Basswood Financial is
soliciting shareholder consents to expand the Board of Directors by three
positions, and to elect Bennett Lindenbaum, Paul W. Kurzeka and William M.
Tomlinson, II as directors, each as more fully described in the accompanying
consent statement.
We urge you to grant your consent to the proposed actions. If you agree with me
and feel that all available options for increasing the value of our shares
should be explored, including selling our Company, please read the enclosed
consent statement carefully, and sign, date and return the BLUE consent in the
envelope provided.
Very truly yours,
BASSWOOD FINANCIAL PARTNERS, L.P.
[SIGNATURE]
Matthew Lindenbaum
WE RECOMMEND, AND REQUEST, THE EXECUTION OF THE ENCLOSED BLUE FORM OF CONSENT TO
EFFECT THE EXPANSION OF THE COMPANY'S BOARD OF DIRECTORS BY THREE MEMBERS AND
THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY TO FILL
THOSE THREE VACANCIES.
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED BLUE FORM
OF CONSENT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY.
<PAGE>
SOLICITATION OF CONSENTS OF SHAREHOLDERS
OF
SC BANCORP
---------------
CONSENT STATEMENT OF BASSWOOD FINANCIAL PARTNERS, L.P.
This Consent Statement is being furnished to holders of shares of Common
Stock, no par value (the "Shares"), of SC Bancorp, a California corporation (the
"Company"), in connection with the solicitation by Basswood Financial Partners,
L.P. ("the Soliciting Shareholder") of consents of shareholders of the Company
to the actions described below:
RESOLUTION NUMBER 1. The amendment of the By-laws of the Company to
expand the number of directors of the Company to 12 from 9 by adding one
director to each of Class I, Class II and Class III.
RESOLUTION NUMBER 2. The election of Paul W. Kurzeka as a Class I
director of the Company, to serve until the 1997 annual meeting of
shareholders, William M. Tomlinson, II as a Class II director of the
Company, to serve until the 1998 annual meeting of shareholders, and
Bennett Lindenbaum (collectively with Messrs. Kurzeka and Tomlinson, the
"Nominees") as a Class III director of the Company, to serve until the
1999 annual meeting of shareholders.
The Soliciting Shareholder believes a Board of Directors that includes the
Nominees will better represent the interests of all the Company's shareholders
than the existing Board of Directors, which is composed entirely of incumbents
nominated by the Company's existing management. The Nominees are experienced and
successful businessmen who can provide valuable insight and guidance in a time
of rapid evolution of the banking industry. They are independent of the
Company's management, and should be able to bring new ideas and insights to the
Company's management and Board of Directors. Moreover, the Nominees have
indicated their opposition to programs which serve to entrench management or
adversely affect shareholder value and their openness to steps (which may
include seeking buyers for the Company) intended to enhance shareholder value.
For these reasons, we believe that the election of the Nominees will enhance the
Company's profitability and financial performance and its ability to provide
greater value for shareholders. The full text of the resolutions described above
are set forth in Annex A to this Consent Statement and on the BLUE consent
enclosed herewith. Information concerning the proposals and the Nominees is set
forth under the captions "Reasons for the Consent Solicitation" and "the
Nominees" below, and in Annexes B, C and D to this Consent Statement.
This Consent Statement, the accompanying Letter to Shareholders and the
accompanying BLUE consent are first being mailed to shareholders on or about __,
1997. The actions set forth in the resolutions described above may be effected
by the consent of the holders of a majority of the Shares outstanding at the
close of business on __, 1997, which the Soliciting Shareholder believes will be
the record date for the solicitation (the "Record Date"). See "Solicitation of
Consents" below.
THE SOLICITING SHAREHOLDER URGES YOU TO SUPPORT ITS PROPOSALS BY
PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED BLUE CONSENT IN THE
ENVELOPE PROVIDED.
<PAGE>
YOU ARE URGED TO SUBMIT A BLUE CONSENT EVEN IF YOUR SHARES WERE SOLD AFTER
THE RECORD DATE. IF YOU PURCHASED SHARES AFTER THE RECORD DATE AND WISH TO GRANT
YOUR CONSENT COVERING SUCH SHARES, YOU SHOULD OBTAIN A PROXY FROM THE SELLER OF
SUCH SHARES.
IF YOUR SHARES WERE HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR NOMINEE
ON THE RECORD DATE, ONLY SUCH FIRM CAN EXECUTE A CONSENT COVERING THOSE SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR THE BLUE CONSENT TO BE
EXECUTED WITH RESPECT TO YOUR SHARES AND DELIVERED AS DESCRIBED ABOVE.
YOUR PROMPT ACTION IS IMPORTANT. WE URGE YOU TO GRANT YOUR CONSENT BY
SIGNING, DATING, AND RETURNING THE ENCLOSED BLUE CARD TO US IN THE ENCLOSED
ENVELOPE AS SOON AS POSSIBLE. IF YOU SIGN YOUR CONSENT CARD BUT DO NOT INDICATE
YOUR REQUESTED ACTION WITH RESPECT TO THE PROPOSAL BY CHECKING THE APPROPRIATE
BOX, YOU WILL BE DEEMED TO HAVE GIVEN YOUR CONSENT.
IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR
CONSENT OR REQUIRE ASSISTANCE, PLEASE CONTACT:
BASSWOOD FINANCIAL PARTNERS, L.P.
52 FOREST AVENUE
PARAMUS, NEW JERSEY 07652
(201) 843-3644
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<PAGE>
REASONS FOR THE CONSENT SOLICITATION
INTRODUCTION
As the beneficial owner of 521,074 Shares, or approximately 6.97% of the
outstanding Shares, the Soliciting Shareholder is deeply concerned over the way
in which the Company is being managed by its current executives and its current
Board of Directors.
The Soliciting Shareholder is convinced that, with the addition of new
independent directors, shareholder value can be enhanced and the best interests
of the shareholders can be accorded the appropriate highest priority. The
Nominees are successful businessmen, and they can provide valuable guidance in a
time of rapid evolution of the banking industry. They are dedicated to
supporting measures which can improve the Company's performance and returns to
shareholders.
BACKGROUND OF THE CONSENT SOLICITATION
Since the Soliciting Shareholder first acquired Shares in 1994,
representatives of the Soliciting Shareholder have met with representatives of
the Company on several occasions, including meetings in Fall 1995, February 1996
and June 1996 with H.A. Beisswenger, Chairman of the Board of Directors of the
Company, at which the general strategy of the Company was discussed, including
its prospects for increased profitability and the possibility of the Company's
being acquired at a premium to shareholders.
Representatives of the Soliciting Shareholder have met with Larry D.
Hartwig, President and Chief Executive Officer of the Company, on three
occasions, including one meeting in Fall 1994 at the offices of the Company in
Anaheim, California and a meeting in May 1995 at the offices of Oppenheimer &
Co. in New York and a meeting in August 1996 at the offices of counsel to the
Company, which meeting was also attended by the Company's counsel and financial
advisor and the Soliciting Shareholder's counsel. At such meetings, the general
strategy of the Company and the prospects for increasing profitability were
discussed.
On October 10, 1996, Basswood Partners, L.P. ("Basswood Partners") wrote
to the Board of Directors of the Company, stating its disappointment in the
financial results of the Company, its belief that larger financial institutions
might have a serious interest in purchasing the Company, and its intent to
communicate with other shareholders of the Company regarding, among other
things, methods to enhance shareholder value. In addition, Basswood Partners
requested the right to inspect and copy certain records of the Company,
including the record of shareholders of the Company. The record of shareholders
of the Company was subsequently provided to Basswood Partners.
On November 26, 1996, the Soliciting Shareholder, Basswood International
Fund, Inc. and 1994 Garden State Trust filed a Notice of Change in Bank Control
with the Federal Reserve Bank of San Francisco concerning their possible
acquisition of additional Shares, up to an aggregate of 14.9% of the outstanding
Shares. Such entities subsequently withdrew such application, informing the
Federal Reserve Bank that the Soliciting Shareholder wished to remain free to
pursue other strategies for maximizing shareholder value, including the
solicitation of shareholder consents to the election of the Nominees as
described herein.
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<PAGE>
On September 1, 1995, Bennett Lindenbaum, Matthew Lindenbaum and Basswood
Partners, the sole general partner of the limited partnership, filed a statement
on Schedule 13D (the "Schedule 13D") with the Securities and Exchange Commission
(the "Commission") disclosing the extent of such individuals' and entities'
beneficial ownership of outstanding Shares. The Schedule 13D was amended on or
about December 27, 1995 and June 3, 1996 to reflect changes in such beneficial
ownership. The 13D was amended on October 10, 1996 to disclose that Matthew
Lindenbaum and Bennett Lindenbaum were speaking with other shareholders of the
Company and other parties in order to discuss methods of enhancing shareholder
value. The Schedule 13D was amended on November 26, 1996 and December 27, 1996
to reflect changes in such individuals' and entities' beneficial ownership and
to disclose certain other developments described above.
THE SOLICITING SHAREHOLDER AND RELATED PARTIES
The Soliciting Shareholder, a Delaware limited partnership, is a private
investment partnership whose principal business is investing in securities for
its own account. The Soliciting Shareholder's principal place of business is 52
Forest Avenue, Paramus, New Jersey 07652. The Soliciting Shareholder's sole
general partner is Basswood Partners, a Delaware limited partnership, the sole
general partner of which is Basswood Management, Inc., a Delaware corporation
("Basswood Management") of which Matthew Lindenbaum and Bennett Lindenbaum are
the sole stockholders, directors and officers. Basswood Management is the
investment manager of Basswood International Fund, Inc., a Cayman Islands
exempted company ("Basswood International") the principal business of which is
investing in securities for its own account. Basswood Partners is the sole
general partner of Whitewood Financial Partners, L.P., a Delaware limited
partnership ("wood") the principal business of which is investing in
securities for its own account. Matthew Lindenbaum and Bennett Lindenbaum are
the sole trustees of 1994 Garden State Trust, a New Jersey trust ("Garden State"
and, collectively with the Soliciting Shareholder, Basswood International and
Whitewood, the "Basswood Interests"), which is a family investment trust.
As of the date hereof, the Basswood Interests beneficially own an
aggregate of 730,499 Shares, or approximately 9.77% of the outstanding Shares.
In addition, Matthew Lindenbaum owns 100 Shares in his own name, of record. The
Basswood Interests and Matthew Lindenbaum have executed consents in the form of
the BLUE consent enclosed herewith. Additional information concerning the
Basswood Interests, the Nominees, and certain related persons and parties and
their holdings of Shares is set forth in Appendix B.
THE NOMINEES
The Soliciting Shareholder is soliciting your consent to expand the
Company's Board of Directors by three members and to elect the three Nominees as
directors of the Company. The Soliciting Shareholder believes that a Board of
Directors which includes the Nominees will better represent the interests of all
the Company's shareholders than the existing Board of Directors, which is
composed entirely of incumbents nominated by the Company's existing management.
The Nominees are experienced and successful businessmen who can provide valuable
insight and guidance in a time of rapid evolution of the banking industry. They
are independent of the Company's management, and should be able to bring new
ideas and insights to the Company's management and Board of Directors. Moreover,
the Nominees have indicated their opposition to programs which serve to entrench
management and their openness to steps (which may include seeking buyers for the
Company) intended
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<PAGE>
to enhance shareholder value. For these reasons, we believe that the election of
the Nominees will enhance the Company's ability to attain an acceptable level of
profitability and financial performance and to provide greater value for
shareholders.
The Nominees named in the table below have furnished the following
information concerning their principal occupations, business addresses and other
matters. Each of the Nominees has expressed his willingness to serve on the
Company's Board of Directors. Each of the Nominees is a citizen of the United
States.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND FIVE-YEAR
NAME AND BUSINESS ADDRESS AGE EMPLOYMENT HISTORY
- ------------------------- --- --------------------------------
Bennett Lindenbaum 34 Vice President,
52 Forest Avenue Basswood Management, Inc.,
Paramus, New Jersey 07652 an investment manager.
Paul W. Kurzeka 44 Senior Partner,
1000 Town Center Drive, 6th Floor Nordman, Cormany, Hair &
Oxnard, California 93031 Compton, a law firm.
William M. Tomlinson, II 35 Chief Financial Officer,
250 West Central Avenue Tomlinson Enterprises,
Brea, California 92821 a property management and
development company.
Except as set forth in this Consent Statement or in the Appendices hereto,
to the best knowledge of the Soliciting Shareholder, none of the persons
participating in this solicitation on behalf of the Soliciting Shareholder, nor
their respective associates, nor any of the Nominees (i) owns beneficially,
directly or indirectly, or has the right to acquire, any securities of the
Company or any parent or subsidiary of the Company, (ii) owns any securities of
the Company of record but not beneficially, (iii) has purchased or sold any
securities of the Company within the past two years, (iv) has incurred
indebtedness for the purpose of acquiring or holding securities of the Company,
(v) is or has been a party to any contract, arrangement or understanding with
respect to any securities of the Company within the past year, (vi) has had or
is to have a direct or indirect material interest in any transaction with the
Company since the beginning of the Company's last fiscal year, or any proposed
transaction, to which the Company or any of its affiliates was or is a party,
(vii) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (viii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
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<PAGE>
None of the corporations or other entities in which any of the Nominees
have conducted his principal occupation or employment was a parent, subsidiary
or other affiliate of the Company and none of the Nominees holds any position or
office with the Company, has any family relationship with any executive officer
or director of the Company or each other, or has been involved in any legal
proceedings of the type required to be disclosed by the rules governing this
solicitation.
WE REQUEST THAT EACH SHAREHOLDER CONSENT TO THE ACTIONS SPECIFIED IN THE
RESOLUTIONS SET FORTH IN THE BLUE CONSENT ENCLOSED HEREWITH. SHAREHOLDERS ARE
REQUESTED PROMPTLY TO SIGN AND DATE THE ENCLOSED BLUE CONSENT AND RETURN IT IN
THE ENVELOPE PROVIDED HEREWITH.
THE COMPANY
The Company is subject to the informational filing requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, is required to file with the Commission periodic reports, proxy
statements and other informational filings relating to its business, financial
condition and other matters. The Company is required to disclose in such proxy
statements, reports and other informational filings certain information as of
particular dates concerning the Company's operating results, financial
condition, directors and officers, their remuneration, stock options and other
equity based compensation granted to them, the principal holders of the
Company's securities, material interests of such persons in transactions with
the Company and other matters. Such reports, proxy statements and other
informational filings required by the Exchange Act are available for inspection
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices in New York at 7 World Trade Center, 13th Floor,
New York, New York 10048 and Chicago at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials may also
be obtained by mail, upon payment of the Commission's customary fees, from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. Such material also may be accessed
electronically by means of the Commission's Internet home page at
http://www.sec.gov. In addition, such reports, proxy statements and other
information concerning the Company should be available for inspection at the
American Stock Exchange, 86 Trinity Place, New York, New York 10006. The mailing
address of the principal executive offices of the Company is 3800 East LaPalma
Avenue, Anaheim, California 92807.
SOLICITATION OF CONSENTS
THE CONSENT PROCEDURE
Article VII of the Company's Amended and Restated By-laws (the "By-laws")
provides that new By-laws may be adopted, or the By-laws may be amended or
repealed, by the approval of the outstanding shares or by the approval of the
Company's Board of Directors; provided, however, that a By-law specifying or
changing a fixed number of Directors or the maximum or minimum number or
changing from a fixed to a variable Board of Directors or vice-versa may only be
adopted by approval of the outstanding shares, complying, if applicable, with
Section 212 of the California General
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<PAGE>
Corporation Law (the "GCL"). The By-laws provide that if the Company's Articles
of Incorporation (the "Articles") set forth the authorized number of directors
of the Company, the authorized number of directors may be changed only by an
amendment of the Articles. Section 2 of Article II of the By-laws provides that
the number of directors shall be nine, and the Articles contain no provision
with respect to the number of directors. Section 212 of the GCL provides, among
other things, that a By-law specifying or changing a fixed number of directors
or the maximum or minimum number or changing from a fixed to a variable board or
vice versa may only be adopted by approval by the affirmative vote of a majority
of the outstanding shares entitled to vote. Accordingly, adoption of Resolution
Number 1, which would amend the By-laws to change the number of directors,
requires approval by the affirmative vote of a majority of the outstanding
Shares.
Section 305(b) of the GCL provides that the shareholders may elect a
director at any time to fill a vacancy not filled by the Board of Directors.
Section 603(a) of the GCL provides that unless otherwise provided in a
corporation's articles of incorporation, any action which may be taken at any
annual or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Section 603(d) of the GCL, which provides that, notwithstanding
Section 603(a), directors may not be elected by written consent except by
unanimous written consent of all shares entitled to vote for the election of
directors, is expressly subject to Section 305(b), described above, which
permits shareholders to fill vacancies created in a corporation's board of
directors.
Under the GCL, only holders of record on the Record Date are eligible to
give the consents solicited hereby. Section 11 of Article II of the By-laws
provides that, unless a record date shall be fixed by the Board of Directors,
the record date for determining shareholders entitled to give consents, when no
prior action by the Board of Directors has been taken, shall be the day on which
the first written consent is given. The Soliciting Shareholder gave its written
consent to the actions proposed herein on __, 1997 and is unaware of any action
taken by the Company's Board of Directors to establish a different record date.
Accordingly, the Soliciting Shareholder believes that the Record Date is __,
1997.
ABSTAINING FROM GIVING A CONSENT OR NOT RETURNING A SIGNED CONSENT WILL
HAVE THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSED ACTIONS. WE URGE
EACH SHAREHOLDER TO ENSURE THAT THE RECORD HOLDER OF HIS OR HER SHARES SIGNS,
DATES AND RETURNS THE ENCLOSED BLUE CONSENT CARD AS SOON AS POSSIBLE.
Section 603(b)(2) of the GCL provides that prompt notice of the taking of
any corporate action approved by shareholders without a meeting by less than
unanimous written consent shall be given to those shareholders entitled to vote
who have not consented in writing. If the actions described herein are taken,
the Nominees will use their best efforts to cause the Company promptly to notify
shareholders of the actions taken.
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<PAGE>
The enclosed Consent may only be executed by shareholders of record at the
close of business on the Record Date. According to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, there were
7,480,355 Shares outstanding as of November 1, 1996. The Soliciting Shareholder
is not aware of any change in the number of outstanding Shares. Each Share
outstanding on the Record Date entitles the record holder thereof to cast one
vote. The Articles of Incorporation and By-laws do not provide for cumulative
voting rights. The Soliciting Shareholder is not aware that any change in
control of the Company has occurred since the beginning of the Company's last
fiscal year and is not aware of any arrangements the operation of which may at a
subsequent date result in a change in control of the Company. Shareholders will
not have any dissenters' rights with respect to the matter as to which consents
are being solicited.
IF YOUR SHARES WERE HELD IN THE NAME OF A BROKERAGE FIRM, BANK OR NOMINEE
ON THE RECORD DATE, ONLY SUCH FIRM CAN EXECUTE A CONSENT COVERING THOSE SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR THE BLUE CONSENT TO BE
EXECUTED WITH RESPECT TO YOUR SHARES AND DELIVERED AS DESCRIBED ABOVE. "BROKER
NON-VOTES" (I.E., SHARES HELD BY BROKERS OR NOMINEES AS TO WHICH INSTRUCTIONS
HAVE NOT BEEN RECEIVED FROM THE BENEFICIAL OWNERS OR PERSONS ENTITLED TO VOTE OR
THAT THE BROKER DOES NOT HAVE DISCRETIONARY POWER TO VOTE ON A PARTICULAR
MATTER) WILL BE TREATED AS SHARES AS TO WHICH A CONSENT TO THE PROPOSED ACTIONS
WAS WITHHELD.
SOLICITATION OF CONSENTS
Consents will be solicited by mail, telephone or telegraph and in person.
Solicitation will be made by employees of Basswood Management, in its capacity
as general partner of Basswood Partners, L.P., which is general partner of the
Soliciting Shareholder. It is anticipated that approximately seven persons will
be employed by the Soliciting Shareholder in this manner to solicit
shareholders.
BROKERS, CUSTODIANS, NOMINEES AND FIDUCIARIES WILL BE REQUESTED TO FORWARD
SOLICITATION MATERIAL TO BENEFICIAL OWNERS OF THE SHARES. THE SOLICITING
SHAREHOLDER WILL REIMBURSE BROKERS, CUSTODIANS, NOMINEES AND FIDUCIARIES FOR
THEIR REASONABLE EXPENSES FOR SENDING SOLICITATION MATERIAL AND CONSENTS TO THE
BENEFICIAL OWNERS OF SHARES.
The costs of solicitation will be borne by the Soliciting Shareholder.
Total expenditures for solicitation (including fees for attorneys, advertising,
printing, transportation and other costs incidental to the solicitation) are
estimated to be approximately $___. The total amount of such expenditures made
to date is estimated to be approximately $___. The Soliciting Shareholder may
seek reimbursement from the Company for all of such expenses if the Company's
Board of Directors is expanded and the Nominees are elected to the Board. Such
reimbursement will not be submitted to a vote of the shareholders.
AGAIN, IF YOU HAVE ANY QUESTIONS CONCERNING THIS CONSENT SOLICITATION OR
THE PROCEDURE TO BE FOLLOWED TO EXECUTE AND DELIVER A CONSENT, PLEASE CONTACT
[BASSWOOD FINANCIAL PARTNERS, L.P., 52 FOREST AVENUE, PARAMUS, NEW JERSEY 07652;
TELEPHONE (201) 843-3644.]
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<PAGE>
REVOCABILITY OF SIGNED CONSENTS
Section 603(c) of the GCL provides that any shareholder giving a written
consent, or the shareholder's proxyholders, or a transferee of the shares or a
personal representative of the shareholder or their respective proxy holders,
may revoke the consent by a writing received by the Company prior to the time
that written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the Company, but may not do so
thereafter. Such revocation shall be effective upon its receipt by the Secretary
of the Company. The revocation may be delivered to the Company at 3800 East
LaPalma Avenue, Anaheim, California 92807, Attention: Secretary, or to any other
address provided by the Company. Although a revocation delivered only to the
Secretary of the Company will be effective, the Soliciting Shareholder requests
that, if a revocation is delivered to the Company, a copy of the revocation also
be delivered to the Soliciting Shareholder at the address set forth above, so
that the Soliciting Shareholder will be aware of all revocations and can more
accurately determine if and when the actions described herein have received the
requisite approval.
WE RECOMMEND, AND REQUEST, THE EXECUTION OF THE ENCLOSED BLUE FORM OF
CONSENT TO EFFECT THE EXPANSION OF THE COMPANY'S BOARD OF DIRECTORS BY THREE
MEMBERS AND THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS OF THE
COMPANY TO FILL THOSE THREE VACANCIES.
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED BLUE
FORM OF CONSENT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the next annual
meeting of shareholders of the Company (i) must be received by the Company at
its offices at 3800 East LaPalma Avenue, Anaheim, California 92807, Attention:
Secretary, no later than January 24, 1997, and (ii) must satisfy the conditions
established by the Securities and Exchange Commission for shareholder proposals
to be included in the Company's proxy statement for that meeting.
__, 1997
BASSWOOD FINANCIAL PARTNERS, L.P.
[IF YOU HAVE ANY QUESTIONS CONCERNING THIS CONSENT SOLICITATION, CALL THE
SOLICITING SHAREHOLDER AT (201)843-3644.]
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APPENDIX A
TEXT OF PROPOSED RESOLUTIONS
RESOLUTION NUMBER 1:
RESOLVED, that Section 2(a) of Article III of the By-laws of SC
Bancorp be amended and restated to read in its entirety as follows, effective as
of the date on which the consents of shareholders effecting such amendment and
restatement shall have been delivered to SC Bancorp at its principal executive
offices.
"(a) The number of Directors shall be twelve (12). Commencing
with the 1993 annual meeting of shareholders, the Board of Directors
shall be divided into three classes, Class I, Class II and Class III,
each having four Directors. At the 1993 annual meeting of
shareholders, Directors of the first class (Class I) shall be elected
to hold office for a term expiring at the 1994 annual meeting of
shareholders; Directors of the second class (Class II) shall be
elected to hold office for a term expiring at the 1995 meeting of
shareholders; and Directors of the third class (Class III) shall be
elected to hold office for a term expiring at the 1996 annual meeting
of shareholders. At each annual meeting of shareholders after 1993,
the successors to the class of Directors whose terms then shall
expire shall be identified as being of the same class as the
directors they succeed and elected to hold office for a term expiring
at the third succeeding annual meeting of shareholders.
Notwithstanding the foregoing, whenever the holders of the preferred
stock or preference stock issued by the Corporation shall have the
right, voting separately by class, to elect Directors at an annual or
special meeting of shareholders, the election, term of office and
filling of vacancies of such Directors shall be governed by the terms
of the Articles of Incorporation applicable thereto, and such
Directors so elected shall not be divided into classes pursuant to
this paragraph. Directors elected by a vote of the holders of
preferred stock or preference stock as provided in the Articles of
Incorporation shall hold office only so long as is required by the
Articles of Incorporation.
"If at any meeting for the election of Directors, more than one
class of stock, voting separately as classes, shall be entitled to
elect one or more Directors and there shall be a quorum of only one
such class of stock, that class of stock shall be entitled to elect
its quota of Directors notwithstanding the absence of a quorum of the
other class or classes of stock."
RESOLUTION NUMBER 2:
RESOLVED, that Paul W. Kurzeka be elected as a Class I director of
the Company, to serve until the 1997 annual meeting of shareholders, that
William M. Tomlinson II be elected as a Class II director of the Company, to
serve until the 1998 annual meeting of shareholders, and that Bennett Lindenbaum
be elected as a Class III director of the Company, to serve until the 1999
annual meeting of shareholders.
A-1
<PAGE>
APPENDIX B
INFORMATION CONCERNING THE NOMINEES AND THE
SOLICITING SHAREHOLDER RELATED PARTIES
The following table sets forth the name, business address, present
principal occupation and the number of shares of Common Stock of the Company
beneficially owned by each of (i) the Nominees, (ii) the Soliciting Shareholder,
(iii) certain associates and related parties of the Soliciting Shareholder, and
(iv) other participants in the solicitation (as defined in the rules and
regulations under the Exchange Act).
<TABLE>
<CAPTION>
NO. OF
SHARES PERCENT
NAME AND BENEFICIALLY OF
BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OWNED CLASS
- ------------------- ------------------------------- ------------ --------
<S> <C> <C> <C>
Paul W. Kurzeka Senior Partner, 5,000(1) *
1000 Town Center Drive Nordman, Cormany,
Sixth Floor Hair & Compton, a law firm.
Oxnard, California 93031
Bennett Lindenbaum Vice President, 730,499(2) 9.77
52 Forest Avenue Basswood Management, Inc.,
Paramus, New Jersey 07652 an investment manager.
William M. Tomlinson, II Chief Financial Officer, 400 *
250 West Central Avenue Tomlinson Enterprises,
Brea, California 92821 a property management and
development company.
Basswood Financial Partners, Investment fund. 521,074 6.97
L.P.
52 Forest Avenue
Paramus, New Jersey 07652
Basswood International Investment fund. 138,704 1.85
Fund, Inc.
52 Forest Avenue
Paramus, New Jersey 07652
1992 Garden State Trust Family investment trust. 63,709 *
52 Forest Avenue
Paramus, New Jersey 07652
Whitewood Financial Partners, Investment fund. 7,012 *
L.P.
52 Forest Avenue
Paramus, New Jersey 07652
Basswood Partners, L.P. Money management 730,499(2) 9.77
52 Forest Avenue
Paramus, New Jersey 07652
Basswood Management, Inc. Money management 730,499(2) 9.77
52 Forest Avenue
Paramus, New Jersey 07652
Etzioni Partners, L.P. Investment partnership 730,499(2) 9.77
52 Forest Avenue
Paramus, New Jersey 07652
</TABLE>
B-1
<PAGE>
APPENDIX B
Matthew Lindenbaum Money manager 730,599(3) 9.77
Debbie Coticchio Financial reporting 0 0
Mark Samit Financial reporting 0 0
Brian Jackelow Financial reporting 0 0
Adam Hurwich Financing reporting 0 0
Kristen Glenn Clerical 0 0
- --------------------
* Less than one percent of the outstanding Shares.
1. All of such Shares are held by Mr. Kurzeka as Trustee of the Paul W. Kurzeka
Revocable Trust dated April 1, 1990.
2. All of such Shares are held by the Soliciting Shareholder, Garden State,
Basswood International and the New Fund.
3. Of such Shares, 100 Shares are held by Matthew Lindenbaum and 730,499 Shares
are held by the Soliciting Shareholder, Garden State, Basswood International
and the New Fund.
B-2
<PAGE>
APPENDIX C
PURCHASES AND SALES OF SHARES
On December 26, 1995, Mr. Tomlinson sold 1,476 Shares in open market
transactions. On July 22, 1996, Mr. Kurzeka, as Trustee of the Paul W. Kurzeka
Revocable Trust dated April 1, 1990, purchased 2,000 Shares, using funds in his
law firm profit sharing account.
On October 2, 1996, Matthew Lindenbaum purchased 100 Shares using personal
funds.
The following table sets forth information with respect to all purchases
and sales of Shares by each of the Soliciting Shareholder, Garden State and
Basswood International during the past two years ending on January 17, 1997.
Except as indicated in the accompanying notes, no part of such Shares is
represented by borrowed funds.
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------------------------------------
TYPE OF SOLICITING GARDEN BASSWOOD WHITE-
TRANSACTION DATE SHAREHOLDER1 STATE2 INTERNATIONAL3 WOOD4
- ------------------ ------------------ --------------- ---------- --------------- --------
<S> <C> <C> <C> <C> <C>
Purchase January 17, 1995 4,000 -- 5,585 --
Purchase January 18, 1995 15,660 -- 720 --
Purchase February 2, 1995 -- -- -- --
Purchase February 8, 1995 -- -- -- --
Purchase February 10, 1995 -- -- -- --
Purchase February 23, 1995 8,000 -- 300 --
Purchase February 24, 1995 4,000 -- 150 --
Purchase February 27, 1995 4,000 -- 150 --
Purchase March 27, 1995 800 -- 30 --
Purchase March 30, 1995 8,000 -- 300 --
<FN>
- --------
1 The Shares purchased by the Soliciting Shareholder were purchased with
partnership funds and the proceeds of margin borrowings. All but 248,949
Shares are held in the Soliciting Shareholder's margin account at Goldman,
Sachs & Co. Such margin account had a debit balance as of January 15, 1997 of
approximately $50,555,000.
2 The Shares purchased by Garden State were purchased with trust funds and the
proceeds of margin borrowings. All but 0 Shares are held in Garden State's
margin account at Goldman, Sachs & Co. Such margin account had a debit balance
as of January 15, 1997 of approximately $ 25,589,000.
3 The Shares purchased by Basswood International were purchased with corporate
funds and the proceeds of margin borrowings. All but 27,643 Shares are held in
Basswood International's margin account at Goldman, Sachs & Co. Such margin
account had a debit balance as of January 15, 1997 of approximately
$14,332,000.
4 The Shares purchased by Whitewood were purchased with partnership funds and
the proceeds of margin borrowings. All but 0 Shares are held in the New Fund's
margin account at Goldman, Sachs & Co. Such margin account had a debit balance
as of January 15, 1997 of approximately $153,000.
</FN>
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------------------------------------
TYPE OF SOLICITING GARDEN BASSWOOD WHITE-
TRANSACTION DATE SHAREHOLDER1 STATE2 INTERNATIONAL3 WOOD4
- ------------------ ------------------ --------------- ---------- --------------- --------
<S> <C> <C> <C> <C> <C>
Purchase April 6, 1995 22,615 -- 10,325 --
Purchase April 10, 1995 5,470 -- 505 --
Purchase April 13, 1995 5,930 -- 545 --
Purchase May 8, 1995 18,370 -- -- --
Purchase May 9, 1995 -- -- -- --
Purchase June 9, 1995 30,920 -- 2,600 --
Purchase July 7, 1995 -- -- 2,655 --
Sale August 1, 1995 -- -- -- --
Purchase August 1, 1995 -- -- 3,778 --
Purchase August 1, 1995 -- -- 11,870 --
Sale August 1, 1995 -- -- -- --
Sale August 1, 1995 -- -- -- --
Purchase August 29, 1995 5,600 -- 890 --
Purchase August 30, 1995 6,633 -- 1,053 --
Purchase August 31, 1995 2,653 -- 421 --
Purchase September 1, 1995 20,682 -- 4,115 --
Purchase September 1, 1995 -- -- 10,611 --
Purchase September 6, 1995 13,279 -- 2,642 --
Purchase September 6, 1995 1,077 -- 214 --
Purchase September 6, 1995 35,890 -- 7,140 --
Sale November 1, 1995 -- -- 1,768 --
Purchase November 1, 1995 6,203 -- -- --
Purchase December 22, 1995 50,294 -- 11,118 --
Purchase December 27, 1995 49,655 -- 10,345 --
Purchase December 28, 1995 151,724 -- 33,276 --
Purchase December 29, 1995 833 -- 167 --
Sale January 2, 1996 11,822 -- -- --
Purchase January 2, 1996 -- -- 11,822 --
Sale April 9, 1996 12,344 -- -- --
Purchase April 9, 1996 -- -- 12,344 --
Sale January 10, 1996 -- -- 6,097 --
Purchase January 10, 1996 6,097 -- -- --
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------------------------------------------
TYPE OF SOLICITING GARDEN BASSWOOD WHITE-
TRANSACTION DATE SHAREHOLDER1 STATE2 INTERNATIONAL3 WOOD4
- ------------------ ------------------ --------------- ---------- --------------- --------
<S> <C> <C> <C> <C> <C>
Sale July 1, 1996 66,194 -- 6,881 --
Purchase July 1, 1996 -- 3,075 -- --
Purchase October 2, 1996 -- -- 5,290 --
Purchase October 14, 1996 7,133 995 1,872 --
Sale October 24, 1996 -- 27,780 -- --
Purchase October 24, 1996 22,017 -- 5,763 --
Purchase October 31, 1996 714 99 187 --
Purchase November 29, 1996 -- 1,000 -- --
Sale December 6, 1996 22,017 -- 5,763 --
Purchase December 6, 1996 -- 27,780 -- --
Sale December 9, 1996 -- 6,471 2,621 --
Purchase December 9, 1996 9,092 -- -- --
Sale January 8, 1997 5,074 4,989 -- --
Purchase January 8, 1997 -- -- 3,051 7,012
</TABLE>
C-3
<PAGE>
APPENDIX D
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 1, 1996 (except for
information relating to the Soliciting Shareholder and related parties, as to
which information is provided as of the date of this Consent Statement), the
beneficial owners of more than 5% of the outstanding Shares based on data
published by the Company. In addition, the table sets forth information
concerning beneficial ownership of the Shares by all current directors of the
Company and its subsidiary, Southern California Bank, by each of the executive
officers named in the summary compensation table in the Company's proxy
statement for the 1996 annual meeting of shareholders and by all directors and
executive officers of the Company and Southern California Bank as a group. Such
proxy statement states that the number of shares beneficially owned by each
director or executive officer is determined under the rules of the Commission,
and such information is not necessarily indicative of beneficial ownership for
any other purpose. Such proxy statement states that unless otherwise indicated,
each person has sole voting and investment power (or shares such powers with his
or her spouse) with respect to the shares set forth in the following table.
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP OF THE
OF COMPANY'S COMMON PERCENT
BENEFICIAL OWNER STOCK(1) OF CLASS
- --------------------- ----------------------------- ---------
Basswood Partners L.P. 730,499 Shares 9.77%
Bennett Lindenbaum,
52 Forest Avenue
Paramus, NJ 07652
Matthew Lindenbaum 730,599 Shares 9.77%
52 Forest Avenue
Paramus, NJ 07652
Frank Neeld Tomlinson, II 406,090 Shares (2) 5.43%
P.O. Box 2577
Capistrano Beach, CA 92624
N. Keith Abbott 6,347 Shares (3) *
Robert C. Ball 42,145 Shares (4) *
H.A. Beisswenger 31,656 Shares (5) *
Michael V. Cummings 39,250 Shares (6) *
James E. Cunningham 37,711 Shares (7) *
William C. Greenbeck 168,747 Shares (8) 2.26%
Larry D. Hartwig 89,057 Shares (9) 1.18%
David A. McCoy 44,500 Shares (10) *
Mark B. Metzinger 3,000 Shares (11) *
Irving J. Pinsky 186,218 Shares (12) 2.49%
Bruce W. Roat 14,000 Shares (13) *
Peer A. Swan 20,122 Shares (14) *
Donald E. Wood 106,485 Shares (15) 1.42%
D-1
<PAGE>
All Directors and executive officers 813,238 Shares 10.62%
as a group (14 persons including
those named above)
- ---------------------------
* Represents holdings of less than 1.0%.
** In computing the percentage of share beneficially owned, the number of
shares which the person or group has the right to acquire within 60 days
of April 1, 1996 are deemed outstanding for the purposes of computing the
percentage of Common Stock beneficially owned by such person or group, but
are not deemed outstanding for the purpose of computing the percentage of
shares beneficially owned by any other person.
(1) Except as otherwise indicated, such information was obtained from the
Company's proxy statement for the Company's 1996 annual meeting of
shareholders.
(2) Based on Schedule 13D filed with the Commission on February 17, 1996.
Mr. Tomlinson has shared voting power as to 306,090 shares and sole voting
power as to 100,556 shares.
(3) Mr. Abbott has sole voting and investment power as to 3,347 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(4) Mr. Ball has shared voting and investment power as to 17,223 shares and
sole voting and investment power as to 24,922 shares.
(5) Mr. Beisswenger has shared voting and investment power as to 28,656
shares. Includes 3,000 shares acquirable by stock options exercisable
within 60 days of April 1, 1996.
(6) Mr. Cummings has shared voting and investment power as to 7,250 shares.
Includes 32,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(7) Mr. Cunningham has shared voting power as to 16,408 shares and sole voting
power as to 18,303 shares. Mr. Cunningham has sole investment power over
34,711 shares. Includes 3,000 shares acquirable by stock options
exercisable within 60 days of April 1, 1996.
(8) Mr. Greenbeck has sole voting and investment power as to 103,174 shares
and shared voting and investment power as to 50,000 shares. Includes 9,073
shares held by Aileen G. Lima, Mr. Greenbeck's mother, as to which shares
Mr. Greenbeck disclaims beneficial ownership. Includes 6,500 shares
acquirable by stock options exercisable within 60 days of April 1, 1996.
(9) Mr. Hartwig has sole voting and investment power as to 20,000 shares
and shared voting and investment power as to 5,057 shares. Includes
64,000 shares acquirable by stock options exercisable within 60 days of
April 1, 1996.
(10) Mr. McCoy has sole voting and investment power as to 17,500 shares.
Includes 27,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
(11) Mr. Metzinger's ownership consists of 3,000 shares acquirable by stock
options exercisable within 60 days of April 1, 1996.
(12) Mr. Pinsky has shared voting and investment power as to 18,000 shares
and sole voting and investment power as to 161,718 shares. Includes
6,500 shares acquirable by stock options exercisable within 60 days of
April 1, 1996.
(13) Mr. Roat's ownership consists of 14,000 shares acquirable by stock options
exercisable within 60 days of April 1, 1996.
(14) Mr. Swan has sole voting and investment power as to 17,122 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
D-2
<PAGE>
(15) Mr. Wood has sole voting and investment power as to 103,485 shares.
Includes 3,000 shares acquirable by stock options exercisable within 60
days of April 1, 1996.
D-3
<PAGE>
IF YOU HAVE ANY QUESTIONS ABOUT GIVING
YOUR CONSENT OR REQUIRE ASSISTANCE, PLEASE
CONTACT:
BASSWOOD FINANCIAL PARTNERS, L.P.
52 FOREST AVENUE
PARAMUS, NEW JERSEY 07652
(201) 843-3644
<PAGE>
WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF SHAREHOLDERS
OF
SC BANCORP
The following resolutions are approved and adopted by the Stockholders who
have signed this Consent, or a counterpart hereof (this Consent and all
counterparts being hereby deemed to constitute a single Consent) without a
meeting, pursuant to Sections 603(a) and 305(b) of the California General
Corporations Law and SC Bancorp's By-laws, all as more particularly described in
the Consent Statement dated ___, 1997, receipt of which is hereby acknowledged.
The resolutions set forth herein shall be effective when unrevoked Consents, or
counterparts thereof, representing a majority of the outstanding shares of the
Common Stock of SC Bancorp, have been executed and delivered by or on behalf of
Stockholders holding of record on _____, 1997. This Consent expires at the close
of business on _____.
BASSWOOD FINANCIAL PARTNERS, L.P. STRONGLY RECOMMENDS A VOTE
FOR EACH OF THE FOLLOWING RESOLUTIONS.
RESOLUTION NUMBER ONE: AMENDMENT OF THE BY-LAWS OF SC BANCORP.
RESOLVED, that Section 2(a) of Article III of the By-laws of SC Bancorp be
amended and restated to read in its entirety as follows, effective as of the
date on which the consents of shareholders effecting such amendment and
restatement shall have been delivered to SC Bancorp at its principal executive
offices.
"(a) The number of Directors shall be twelve (12). Commencing with
the 1993 annual meeting of shareholders, the Board of Directors shall be
divided into three classes, Class I, Class II and Class III, each having
four Directors. At the 1993 annual meeting of shareholders, Directors of
the first class (Class I) shall be elected to hold office for a term
expiring at the 1994 annual meeting of shareholders; Directors of the
second class (Class II) shall be elected to hold office for a term
expiring at the 1995 meeting of shareholders; and Directors of the third
class (Class III) shall be elected to hold office for a term expiring at
the 1996 annual meeting of shareholders. At each annual meeting of
shareholders after 1993, the successors to the class of Directors whose
terms then shall expire shall be identified as being of the same class as
the directors they succeed and elected to hold office for a term expiring
at the third succeeding annual meeting of shareholders. Notwithstanding
the foregoing, whenever the holders of the preferred stock or preference
stock issued by the Corporation shall have the right, voting separately by
class, to elect Directors at an annual or special meeting of shareholders,
the election, term of office and filling of vacancies of such Directors
shall be governed by the terms of the Articles of Incorporation applicable
thereto, and such Directors so elected shall not be divided into classes
pursuant to this paragraph. Directors elected by a vote of the holders of
preferred stock or preference stock as provided in the Articles of
Incorporation shall hold office only so long as is required by the
Articles of Incorporation.
"If at any meeting for the election of Directors, more than one class
of stock, voting separately as classes, shall be entitled to elect one or
more Directors and there shall be a quorum of only one such class of
stock, that class of stock shall be entitled to elect its quota of
Directors notwithstanding the absence of a quorum of the other class or
classes of stock."
___ APPROVE ___ DISAPPROVE ___ ABSTAIN
<PAGE>
RESOLUTION TWO: ELECTION OF DIRECTORS
RESOLVED, that Paul W. Kurzeka be elected as a Class I director of the
Company, to serve until the 1997 annual meeting of shareholders, that William M.
Tomlinson II be elected as a Class II director of the Company, to serve until
the 1998 annual meeting of shareholders, and that Bennett Lindenbaum be elected
as a Class III director of the Company, to serve until the 1999 annual meeting
of shareholders.
___ FOR ___ AGAINST ___ ABSTAIN
INSTRUCTION: ONLY COMPLETE RESOLUTION TWO IF YOU CHECKED APPROVE IN RESOLUTION
ONE. TO VOTE FOR OR WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, CHECK THE
APPROPRIATE BOX ABOVE. TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THE
NAME OF SUCH NOMINEE IN THE FOLLOWING SPACE:
- ----------------------------------------------------------------------------
If not otherwise specified, this Consent will be voted to APPROVE Resolution
Number One and FOR Resolution Number Two.
Date: ____________
--------------------------------------------
Signature(s) of Shareholder(s)
--------------------------------------------
[Typed or Printed Name(s) of Shareholder(s)]
--------------------------------------------
Title(s)
--------------------------------------------
(Number of Shares)
PLEASE SIGN, DATE, AND MAIL THIS CONSENT PROMPTLY USING THE ENCLOSED
ENVELOPE.
