<PAGE>
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 Prospectus Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SUBURBAN BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
SUBURBAN BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
LOGO
March 15, 1994
Dear Stockholder:
You are cordially invited to attend the 1994 Annual Meeting of the
Stockholders of Suburban Bancorp, Inc. (the "Company"), which will be held in
the Auditorium, Meadows Corporate Center (formerly Gould Center), 2850 West
Golf Road, Rolling Meadows, Illinois (the "Meeting"). The Meeting will be held
on Friday, April 15, 1994 commencing at 3:00 p.m.
The primary business of the Meeting will be to elect directors for the coming
year and to approve the selection of independent auditors.
The formal Notice of Meeting and Proxy Statement containing information
pertinent to the business of the Meeting are set forth on the following pages.
A copy of the Company's Annual Report for the year 1993 is also enclosed.
Your vote is important no matter how many shares you own. To be certain that
your shares will be voted at the Meeting, please mark, sign, and date the
enclosed proxy card and return the same in the accompanying envelope. You may
revoke your proxy at any time prior to its exercise. Returning your proxy card
will not prevent you from attending the Meeting. If you attend the Meeting, you
may revoke your proxy and vote your shares personally if you wish.
If you have any questions before the Meeting, please call Mr. Edward C.
Murawski, Senior Vice President of the Company, at (708) 359-1077.
Sincerely,
LOGO
Gerald F. Fitzgerald
Chairman of the Board
<PAGE>
LOGO
SUBURBAN BANCORP, INC.
50 NORTH BROCKWAY
PALATINE, ILLINOIS 60067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1994
To: Stockholders of Suburban Bancorp, Inc.
The Annual Meeting of Stockholders of Suburban Bancorp, Inc. (the "Company")
will be held in the Auditorium, Meadows Corporate Center (formerly Gould
Center), 2850 West Golf Road, Rolling Meadows, Illinois on Friday, April 15,
1994 at 3:00 p.m., Chicago Time (the "Meeting"), for the following purposes:
1. For the holders of the Class A Common Stock of the Company to elect
three directors to hold office until the next annual meeting or until their
successors shall be elected and qualified;
2. For the holders of the Class B Common Stock of the Company to elect
seven directors to hold office until the next annual meeting or until their
successors shall be elected and qualified;
3. To approve the designation of the firm of Deloitte & Touche as
independent public accountants for the Company and its subsidiaries for the
year 1994; and
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on February 25, 1994,
are entitled to notice of and to vote at the Meeting or any adjournment
thereof. A list of such stockholders will be maintained at the offices of the
Company during the ten day period prior to the Meeting and will be available
for examination by any stockholder for any purpose germane to the Meeting.
By Order of the Board of Directors,
LOGO
Thomas G. Fitzgerald
Secretary
Palatine, Illinois
March 15, 1994
<PAGE>
SUBURBAN BANCORP, INC.
50 NORTH BROCKWAY
PALATINE, ILLINOIS 60067
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Suburban Bancorp, Inc. (the "Company") of proxies for use
at the Annual Meeting of Stockholders of the Company to be held on April 15,
1994, or any adjournment thereof (the "Meeting"). This Proxy Statement and the
enclosed proxy are being mailed to stockholders on or about March 15, 1994.
The Certificate of Incorporation of the Company provides that if, on the
record date for a meeting of the stockholders, the number of shares of Class A
Common Stock outstanding and the number of shares of Class B Common Stock
outstanding are both at least 12 1/2% of the total number of shares of Common
Stock outstanding, then the holders of Class A Common Stock, voting as a
separate class, shall elect 25% of the members of the Board of Directors of the
Company and the holders of the Class B Common Stock, voting as a separate
class, shall elect the remainder of the members of the Board of Directors. The
Certificate of Incorporation further provides that, with respect to all other
matters, the holders of the Class A Common Stock and the Class B Common Stock
shall vote together, as a single class, and that each share of Class A Common
Stock shall have one vote and each share of Class B Common Stock shall have ten
votes. There were, at the close of business on February 25, 1994, 2,190,520
shares of Class A Common Stock outstanding and 1,256,486 shares of Class B
Common Stock outstanding. Accordingly, the holders of the Class A Common Stock
are entitled to elect 25% of the members of the Board of Directors and the
holders of the Class B Common Stock are entitled to elect the remainder of the
members of the Board of Directors. Only stockholders of record on February 25,
1994, are entitled to notice of and to vote at the Meeting. The proxy does not
affect the right to vote in person at the Meeting and may be revoked at any
time prior to the voting thereof. The presence at the Meeting in person or by
proxy of the holders of stock having a majority of the votes attributable to
the capital stock of the Company issued and outstanding will constitute a
quorum for the transaction of all business.
As noted below under Section 2 entitled "Beneficial Ownership of Securities,"
Gerald F. Fitzgerald, Gerald F. Fitzgerald, Jr., James G. Fitzgerald, Marjorie
G. Fitzgerald, Peter G. Fitzgerald, Thomas G. Fitzgerald, and Julie F. Schauer
are the beneficial owners of 90.76% of the shares of the issued and outstanding
Class B Common Stock, which amount is sufficient without any additional votes
to (i) elect as directors the seven persons whose names are set forth below in
the table entitled "Nominees for Directors to be Elected by Holders of Class B
Common Stock," (ii) ratify the appointment of Deloitte & Touche, independent
auditors for the Company, and (iii) approve or defeat any other action or
proposal to be taken or made at the Meeting, except the election of Class A
directors and any proposals subject to a vote by classes of stock. Such persons
have advised the Company that they intend to vote their shares FOR such
nominees and FOR the ratification of the appointment of such independent
auditors.
1. ELECTION OF DIRECTORS
The Bylaws of the Company have fixed the number of directors constituting the
Board of Directors at between five and twenty-five, as determined by resolution
of the Board of Directors. On February 7, 1991, the Board of Directors adopted
a resolution setting the number of directors constituting the Board of
Directors at ten. It is proposed to elect ten directors at the Meeting, of whom
three will be elected by the holders of the Class A Common Stock, voting as a
separate class, and seven will be elected by the holders of the Class B Common
Stock, voting as a separate class. Each director so elected will hold office
until the next annual meeting of stockholders or until his successor has been
duly elected and qualified.
<PAGE>
The most recent meeting of the stockholders of the Company at which directors
were elected was the annual meeting of stockholders held on April 16, 1993. A
total of 1,390,946 shares of Class A Common Stock, which amounted to 66.7% of
the issued and outstanding Class A Common Stock of the Company, was present,
either in person or by proxy, at the meeting. Over 99.8% of such shares voted
FOR the election of Messrs. Crowe and Lizzadro and Dr. Sammons as Class A
directors for one-year terms expiring in 1994, and less than .12% of such
shares were withheld from the vote regarding such nominees. A total of
1,230,498 shares of Class B Common Stock, which amounted to 97.7% of the issued
and outstanding Class B Common Stock of the Company, was present, either in
person or by proxy, at the meeting. Over 99.9% of such shares voted FOR the
election of Messrs. Catini, Cooney, Riordan, Gerald F. Fitzgerald, Gerald F.
Fitzgerald, Jr., James G. Fitzgerald, and Thomas G. Fitzgerald as Class B
directors for one-year terms expiring in 1994, and less than .02% of such
shares were withheld from the vote regarding such nominees.
It is intended that all shares of stock represented by a proxy in the form or
forms accompanying this Proxy Statement will be voted FOR the election of the
nominees listed below unless otherwise specified in such proxy.
The following information has been furnished by the respective nominees. All
of such information is as of February 25, 1994:
NOMINEES FOR DIRECTORS
TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK
<TABLE>
<CAPTION>
NAME (AGE) AND POSITIONS
AND OFFICES WITH THE PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR
COMPANY PAST FIVE YEARS AND OTHER INFORMATION(1)
- ------------------------ ----------------------------------------
<S> <C>
John V. Crowe (66)...... President, Transport Service Co. (independent
director--1986. transportation firm).
Joseph F. Lizzadro (56). Chairman, L&H Company, a holding company controlling
director--1992 stock in: Meade Electric Company; Meade Industrial
Services; Roadway Signal & Lighting; Contracting &
Material Company; Traffic Control Corporation; and
James Davidson Constructors & Contractors' Data
Services.
James H. Sammons, M.D. Chairman, Sammons Associates (a medical consulting
(67)................... firm); formerly executive vice president, American
director--1986 Medical Association.
</TABLE>
NOMINEES FOR DIRECTORS
TO BE ELECTED BY HOLDERS OF CLASS B COMMON STOCK
<TABLE>
<CAPTION>
NAME (AGE) AND POSITIONS
AND OFFICES WITH THE PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR
COMPANY PAST FIVE YEARS AND OTHER INFORMATION(1)
- ------------------------ ----------------------------------------
<S> <C>
Francis Catini (48)..... President and director of Suburban Bank of Cary-Grove;
director--1981 director of Suburban Remittance Corp. and Suburban
Mortgage Corporation.
Donald J. Cooney (64)... Chairman of the board of directors and former president
director--1987 of The State Bank of Woodstock.
Gerald F. Fitzgerald Chairman of the board of directors of the Company;
(68)................... prior to 1991, chairman of the board of directors of
chairman of the board several of the Company's subsidiary banks.
of directors--1981
Gerald F. Fitzgerald, President and chief executive officer of the Company;
Jr. (43)............... chairman of the board of directors of several of the
director--1981 Company's subsidiary banks and non-bank subsidiaries;
president and chief president of several of the Company's non-bank
executive officer--1990 subsidiaries.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME (AGE) AND POSITIONS
AND OFFICES WITH THE PRINCIPAL OCCUPATIONS AND EMPLOYMENT FOR
COMPANY PAST FIVE YEARS AND OTHER INFORMATION(1)
- ------------------------ ----------------------------------------
<S> <C>
James G. Fitzgerald Treasurer and chief executive officer of the Company;
(42)................... chairman of the board of directors since 1990 and
director, treasurer, president since 1983 of Suburban Bank of Barrington;
and chief financial of- director of several of the Company's non-bank
ficer--1981 subsidiaries; chairman of the board of directors of
several of the Company's subsidiary banks.
Thomas G. Fitzgerald Attorney and member of the Chicago law firm of Freeborn
(40)................... & Peters; director of Suburban National Bank of
director--1981 Barrington.
secretary--1991
Richard J. Riordan (67). Attorney and partner in the Chicago law firm of
director --1981 Riordan, Larson, Bruckert & Moore; director of Suburban
National Bank of Palatine and Suburban Bank of Cary-
Grove.
</TABLE>
- --------
(1) The following banks and companies are subsidiaries of the Company: Marengo
State Bank; The State Bank of Woodstock; The State Bank of Huntley;
Suburban Bank of Barrington; Suburban Bank of Bartlett; Suburban Bank of
Cary-Grove; Suburban Bank of Hoffman-Schaumburg; Suburban Bank of Oakbrook
Terrace; Suburban Bank of Rolling Meadows; Suburban Bank of West Brook;
Suburban National Bank/Aurora; Suburban National Bank of Elk Grove Village;
Suburban National Bank of Palatine; Suburban Information Systems, Inc.;
Suburban Holdings, Inc.; Suburban Remittance Corp.; Brockway Insurance
Agency, Inc.; and Suburban Mortgage Corporation.
Gerald F. Fitzgerald, Jr., James G. Fitzgerald, and Thomas G. Fitzgerald are
sons of Gerald F. Fitzgerald. No other directors or executive officers of the
Company are related. Gerald F. Fitzgerald, Jr., James G. Fitzgerald, and Thomas
G. Fitzgerald were each the beneficial owner of more than 10% of the
outstanding Class B Common Stock of the Company as of February 25, 1994, and
may each be considered a control person of the Company by reason thereof.
The Board of Directors maintains an Audit Committee and a Compensation
Committee.
The Audit Committee meets with the Company's independent auditors,
independent loan review firm, and internal auditors; reviews the scope and
results of audits; reviews management's response to audit reports; and
discusses internal accounting controls and the quality of financial reporting.
The Audit Committee consists of Messrs. John V. Crowe, as chairman, Richard J.
Riordan and Joseph F. Lizzadro. During 1993, the Audit Committee held four
meetings.
The Compensation Committee establishes the general compensation policies of
the Company, establishes compensation plans and specific compensation levels
for executive officers, and administers the Company's 1991 Executive Incentive
Plan, Profit Sharing Plan, 1991 Stock Appreciation Rights Plan and similar
stock appreciation rights plans for the Company's subsidiary banks. The
Compensation Committee consists of Messrs. Gerald F. Fitzgerald, as chairman,
Thomas G. Fitzgerald and John V. Crowe and Dr. James H. Sammons. During 1993,
the Compensation Committee held one meeting.
During 1993, the Board of Directors of the Company held four meetings. All
members except for Mr. John V. Crowe and Dr. James H. Sammons attended at least
75% of the Board meetings and, in addition, all members except for Mr. Crowe
attended 75% of their respective committee meetings. Both Mr. Crowe and Dr.
Sammons attended two Board meetings, and Mr. Crowe attended 60% of his
respective committee meetings during 1993.
3
<PAGE>
2. BENEFICIAL OWNERSHIP OF SECURITIES
The following table lists the beneficial ownership, as of February 24, 1994,
of the Company's Class A Common Stock and Class B Common Stock with respect to
(i) all persons known to the Company to be the beneficial owner of more than 5%
of either class of such common stock, (ii) each director and each nominee for
the board of directors, (iii) each executive officer named in the Summary
Compensation Table below (the "Named Executive Officers"), and (iv) all
directors and executive officers as a group:
<TABLE>
<CAPTION>
CLASS A COMMON CLASS B COMMON
STOCK (1) STOCK (1)
---------------- ----------------
NUMBER NUMBER
OF PERCENT OF PERCENT
NAME AND ADDRESS SHARES OF CLASS SHARES OF CLASS
- ---------------- ------ -------- ------- --------
<S> <C> <C> <C> <C>
Francis Catini............................... 3,510 *% -- -- %
Donald J. Cooney(2).......................... 14,700 * -- --
John V. Crowe(3)............................. 12,120 * -- --
Gerald F. Fitzgerald(4)(5)................... 7,950 * 110,872 8.82
Gerald F. Fitzgerald, Jr.(5)(6).............. 46,063 2.10 177,198 14.10
James G. Fitzgerald(5)(7).................... 42,573 1.94 178,556 14.21
Marjorie G. Fitzgerald(4)(5)................. 51,062 2.33 120,204 9.57
Peter G. Fitzgerald(5)(8).................... 43,617 1.99 186,438 14.84
Thomas G. Fitzgerald(9)...................... 43,994 2.01 184,240 14.66
Joseph F. Lizzadro........................... 1,233 * -- --
Thomas P. MacCarthy.......................... 6,000 * -- --
Edward C. Murawski........................... 754 * -- --
Richard J. Riordan(10)....................... 6,655 * 20,480 1.63
James H. Sammons, M.D........................ 4,100 * 400 *
Julie F. Schauer(5)(11)...................... 42,306 1.93 182,851 14.55
The Banc Funds (12).......................... 194,300 8.87 -- --
Suburban Bancorp, Inc. Bank Employees Profit
Sharing Trust(13)........................... 134,375 6.13 -- --
All directors and executive officers as a
group (consisting of 12 persons)............ 189,652 8.66 671,746 53.46
</TABLE>
- --------
*Less than 1%
(1) Unless otherwise indicated below, the persons in the above table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them.
(2) Includes 5,000 Class A shares owned by Donald J. Cooney's spouse, 1,700
Class A shares owned by his child sharing the same household, and 6,888
Class A shares owned by a trust for the benefit of Donald J. Cooney.
(3) Includes 3,060 Class A shares owned by certain trusts, the beneficiaries of
which are John V. Crowe's minor children, and 490 Class A shares owned
individually by his minor child.
(4) Excludes 51,062 Class A shares and 120,204 Class B shares owned by Gerald
F. Fitzgerald's spouse, Marjorie G. Fitzgerald, who is also an owner of
more than 5% of the Company's Class B Common Stock. Marjorie G. Fitzgerald
is also the mother of Gerald F. Fitzgerald, Jr., James G. Fitzgerald,
Thomas G. Fitzgerald, Julie F. Schauer and Peter G. Fitzgerald. Marjorie G.
Fitzgerald's stock ownership is reported separately in this table.
(5) The address of Gerald F. Fitzgerald, Gerald F. Fitzgerald, Jr., Peter G.
Fitzgerald, Marjorie G. Fitzgerald and Julie F. Schauer is 50 North
Brockway, Palatine, Illinois 60067.
(6) Includes 20,521 Class B shares owned by Gerald F. Fitzgerald, Jr.'s spouse,
1,950 Class A shares and 43,587 Class B shares owned by a trust, the
beneficiary of which is his minor child, and 450 Class A shares owned by a
trust, the beneficiary of which is his niece who is a minor child.
(7) Includes 10,944 Class A shares and 8,938 Class B shares owned by James G.
Fitzgerald's spouse and 11,800 Class A shares and 55,826 Class B shares
owned by certain trusts, the beneficiaries of which are his minor children.
The address of James G. Fitzgerald is 333 North Northwest Highway,
Barrington, Illinois 60010.
4
<PAGE>
(8) Includes 4,215 Class A shares and 24,555 Class B shares owned by Peter G.
Fitzgerald's spouse, 1,010 Class A shares and 36,633 Class B shares owned
by certain trusts, the beneficiary of which is his minor child, and 1,356
Class A shares and 14,730 Class B shares owned by certain trusts, the
beneficiaries of which are his nieces, both of whom are minor children.
(9) Includes 23,900 Class A shares and 53,790 Class B shares owned by certain
trusts, the beneficiaries of which are Thomas G. Fitzgerald's minor
children. The address of Mr. Thomas G. Fitzgerald is 311 South Wacker
Drive, Chicago, Illinois 60606.
(10) Includes 500 Class A shares owned by Richard J. Riordan's child sharing
the same household.
(11) Includes 11,303 Class A shares and 52,308 Class B shares held of record by
Julie F. Schauer's spouse and 3,981 Class A shares and 18,069 Class B
shares owned by a trust, the beneficiary of which is her minor child.
(12) Based upon information provided by The Banc Funds. The address of The Banc
Funds is 208 South LaSalle Street, Chicago, Illinois 60604.
(13) The address of the Suburban Bancorp, Inc. Bank Employees Profit Sharing
Trust is 50 North Brockway, Palatine, Illinois 60067.
3. EXECUTIVE COMPENSATION
The following table sets forth all compensation to the CEO and the four most
highly compensated executive officers of the Company, or certain of its
subsidiaries, for services rendered to the Company or its subsidiaries for the
Company's last three fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) SARS(2) COMPENSATION(3)
- ------------------ ---- -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Gerald F. Fitzgerald,
Jr..................... 1993 $200,000 $102,686 $19,200 1,156 $30,000
President and CEO 1992 200,000 82,500 19,200 1,912 29,100
1991 200,000 60,960 * 2,041 *
James G. Fitzgerald..... 1993 175,000 100,024 21,900 111 26,250
Treasurer and CFO 1992 175,000 102,854 23,150 165 26,250
1991 175,000 92,218 * 196 *
Thomas P. MacCarthy..... 1993 133,875 35,343 4,200 26 20,081
President, Suburban 1992 130,000 46,800 4,200 81 19,500
National Bank of
Palatine 1991 125,000 40,500 * 55 *
Francis Catini.......... 1993 85,000 33,660 3,000 93 12,750
President, Suburban 1992 78,000 32,760 3,000 225 11,700
Bank of Cary-Grove 1991 77,000 20,328 * 71 *
Edward C. Murawski...... 1993 91,000 14,742 -- -- 13,650
Senior Vice President, 1992 88,000 14,256 -- -- 13,200
Chief Accounting
Officer 1991 83,000 10,956 * -- *
and Assistant Secretary
</TABLE>
- --------
* Not required to be reported.
(1) Represents fees paid for serving on the Boards of Directors of the Company
and its subsidiary banks.
(2) Represents the grant of stock appreciation rights ("SARs") under the
Company's 1991 Stock Appreciation Rights Plan and various stock
appreciation rights plans adopted by the Company's subsidiary banks.
(3) Represents contributions made by the Company and its subsidiary banks to
the Suburban Bancorp, Inc. Profit Sharing Plan (the "Profit Sharing Plan")
for 1993 on behalf of the Named Executive Officers.
5
<PAGE>
Stock Appreciation Rights
The Company and its subsidiary banks have each adopted plans granting stock
appreciation rights ("SARs"), all of which operate in substantially the same
manner (collectively referred to as the "Plans"). The Plans are generally for
the benefit of the President of the Company and the presidents of its
subsidiary banks, although, they may be extended to other senior management at
the discretion of the Board of Directors of the respective business unit. A
target fund is established for each business unit, the size of which is
determined based on a percentage of the annual base salary of the unit's
president multiplied by several performance factors. At the end of the calendar
year the target fund is converted into SARs which are awarded to the president
of the respective business unit.
The number of SARs awarded to each president is determined by dividing the
target fund by the "value" of each SAR. The "value" of each SAR is the adjusted
book value per share of each subsidiary bank's stock for the subsidiary bank
presidents and the quoted market value of the Company's Class A Common Stock
for the Company's President. Four years after the issuance of SARs, the
recipients are paid in cash the difference between the "value" of the SARs at
that time and the "value" of the SARs at the time they were issued. The cash
payments are made by the respective business unit awarding the SARs. The SARs
are forfeitable by any holder who is not an employee of the Company or one of
its subsidiaries at maturity.
The following table sets forth information concerning individual grants of
SARs made during the last fiscal year to each of the Named Executive Officers:
SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR SAR TERM
- --------------------------------------------------------------------------------- ---------------
% OF TOTAL SARS
GRANTED TO
NUMBER OF EMPLOYEES IN BASE
NAME SARS GRANTED FISCAL YEAR(1) PRICE(4) EXPIRATION DATE 5% 10%
---- ------------ --------------- --------- ----------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Gerald F. Fitzgerald,
Jr..................... 1,156 (2) $ 43.25 December 31, 1997 $10,775 $23,204
James G. Fitzgerald..... 111 (3) 449.41 December 31, 1997 10,750 23,151
Thomas P. MacCarthy..... 26 (3) 1,012.63 December 31, 1997 5,674 12,219
Francis Catini.......... 93 (3) 291.70 December 31, 1997 5,846 12,590
Edward C. Murawski...... -- -- -- -- -- --
</TABLE>
- --------
(1) During fiscal year 1993, a total of 4,713 SARs were granted to the
President of the Company and twelve presidents of subsidiary banks pursuant
to the Company's 1991 Stock Appreciation Rights Plan and various stock
appreciation rights plans adopted by the Company's subsidiary banks.
(2) The SARs granted to Gerald F. Fitzgerald, Jr. were granted pursuant to the
Company's 1991 Stock Appreciation Rights Plan. No other employees
participate in this plan.
(3) The SARs granted to the subsidiary bank presidents were granted pursuant to
each subsidiary bank's SAR plan. No other employees participate in these
plans.
(4) The base price per share for SARs granted to Gerald F. Fitzgerald, Jr. is
the quoted market price for one share of the Company's Class A Common Stock
on the date of grant. The base price per share for SARs granted to Messrs.
James G. Fitzgerald, Thomas P. MacCarthy and Francis Catini is the adjusted
book value per share on the date of grant for Suburban Bank of Barrington,
Suburban National Bank of Palatine, and Suburban Bank of Cary-Grove,
respectively.
6
<PAGE>
The following table sets forth information concerning each exercise of SARs
during the last fiscal year by each of the Named Executive Officers and the
fiscal year-end value of unexercised SARs:
AGGREGATED SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
UNEXERCISED SARS IN-THE-MONEY
AT F-Y END(1) SARS AT F-Y END(1)
SARS VALUE ------------------------- -------------------------
NAME EXERCISED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gerald F. Fitzgerald,
Jr..................... 100 $28,968 -- 5,153 -- $90,943
James G. Fitzgerald..... 254 57,223 -- 595 -- 64,112
Thomas P. MacCarthy..... -- -- -- 183 -- 19,050
Francis Catini.......... 109 12,251 -- 394 -- 22,221
Edward C. Murawski...... -- -- -- -- -- --
</TABLE>
- --------
(1) Represents the number and value of SARs which will be exercisable over the
next three years.
Compensation Agreements
In 1991, the Company entered into an employment agreement and deferred
compensation agreement with Gerald F. Fitzgerald in connection with his
continuing service as Chairman of the Board of the Company. Mr. Fitzgerald
receives an annual salary from the Company of $25,000 for such services.
Pursuant to the terms of the deferred compensation agreement, the Company
assumed the obligations of various subsidiary banks of the Company to pay
deferred compensation to Mr. Fitzgerald beginning in 1991, related to services
rendered to the Company and its subsidiary banks in prior years. Payments of
the deferred compensation are to be paid to Mr. Fitzgerald continuing for his
life; to his widow, if she survives him, for her life; or, under certain
circumstances, to his estate for a period not to exceed 60 months. Under this
deferred compensation arrangement, Mr. Fitzgerald received deferred
compensation equal to $344,825 in 1993. Such amount will be increased or
decreased annually by a percentage equal to the percentage increase or decrease
in the Consumer Price Index for that period.
Director Compensation
Directors who are not principally employed by the Company or any of its
subsidiaries receive annual compensation of $5,000 plus $200 per meeting
attended. Messrs. John V. Crowe, Joseph F. Lizzadro, Thomas G. Fitzgerald, and
Richard J. Riordan, and Dr. James H. Sammons, directors, received such
compensation during 1993. Directors who are principally employed by the Company
or its subsidiaries receive no additional compensation for service as
directors. Compensation for committee service for directors eligible to receive
annual compensation is $200 per committee meeting not held in conjunction with
a meeting of the Board of Directors.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of Messrs.
Gerald F. Fitzgerald, Thomas G. Fitzgerald and John V. Crowe and Dr. James H.
Sammons. Mr. Gerald F. Fitzgerald is the Chairman of the Board of Directors of
the Company and prior to 1991 was the Chairman of the Board of Directors of
several of the Company's subsidiary banks. Mr. Fitzgerald is also the
beneficial owner of more than 5% of the Company's Class B Common Stock. Mr.
Thomas G. Fitzgerald, who is also Secretary of the Company and the beneficial
owner of more than 5% of the Company's Class B Common Stock, is a partner in
the law firm of Freeborn & Peters. Mr. Fitzgerald and the law firm were
retained as counsel to the Company and certain of its subsidiaries in 1993, and
it is anticipated that they will continue to be retained for the current year.
7
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company (the
"Committee") recommends to the Board of Directors of the Company (the "Board")
the compensation of the Company's Chief Executive Officer and its other
executive officers, including the presidents of the Company's subsidiary banks.
In addition to reviewing the salary compensation for all executive officers and
making recommendations to the Board, the Committee reviews and makes
recommendations to the Board regarding the nature, timing and amount of awards
and grants under the Company's Profit Sharing Plan, 1991 Executive Incentive
Plan, 1991 Stock Appreciation Rights Plan, and the various stock appreciation
rights plans of the Company's subsidiary banks.
Compensation of Executive Officers Generally
The Committee considers the Company's executive compensation program an
essential management tool in assisting the Company to achieve its performance
goals and provide its stockholders with increased investment returns. With
these considerations in mind, the program has been designed to link executive
pay to meeting specific financial performance goals and to increase the
Company's stock price. The program is also designed to (i) further the
Company's commitment to community banking, (ii) support the Company's
decentralized decision making structure, (iii) recognize individual
contributions as well as overall business results, and (iv) attract and retain
talented executives who are essential to the Company's long term success.
Executive compensation criteria are evaluated periodically to ensure
consistency with business objectives which are important in increasing the
Company's profitability and in enhancing stockholder value.
In an effort to improve the Company's executive compensation program, the
Committee recently engaged the services of McGladrey & Pullen, Certified Public
Accountants and Consultants, to advise it on a wide variety of executive
compensation issues, including salary and the award of stock appreciation
rights, bonuses and profit sharing contributions. Based on the results of the
consultants' findings, the Committee determined that minor revisions to the
current compensation program are appropriate in order to further motivate
management to achieve measured financial goals and improve stockholder wealth.
The revised program will be competitive with programs of other companies of
comparable size in the same industry and geographic location, but will provide
above-average incentive opportunities. The Committee anticipates that the
revised program will be adopted in the next several months and will be
applicable to executive compensation for 1994.
The Committee has considered the impact of the $1 million deduction cap of
Section 162(m) of the Internal Revenue Code on executive compensation in future
years. The Committee has determined that, while Section 162(m) should be given
consideration in compensating executives, it should not preclude the Committee
from adhering to its compensation philosophy.
Components of Executive Compensation
There are two general forms of compensation applicable to the Company's
executive officers: base salary compensation and incentive compensation.
Base Salary Compensation. Base salaries for executive officers are determined
by reference to a range of market rates for persons holding similar positions
at other companies of comparable size in the same industry and geographic
location. For this purpose, the Committee uses compensation surveys conducted
by the Bank Administration Institute, the Illinois Bankers Association, Wyatt
Data Services, Ben S. Cole Financial Incorporated and SNL Securities Executive
Compensation Review. These surveys are based upon compensation levels paid by
similar banks of similar size, operating within generally the same geographic
area.
The Committee periodically reviews each executive officer's salary and sets
individual objective and subjective performance goals, which may vary depending
upon the specific position or role of the executive within the Company or any
of its subsidiary banks. The Committee's review takes into consideration both
8
<PAGE>
the Company's performance with respect to earnings, profits, return on average
capital and average assets, together with each individual's performance for the
year and his or her potential impact on the Company's future success. In the
case of executive officers with responsibility for a subsidiary bank or a
particular non-bank subsidiary, such bank's or subsidiary's financial results
are also considered. In addition, where appropriate, the Committee may consider
non-financial performance, such as increases in market share and improvements
in relations with customers and employees. In making salary recommendations or
decisions, the Committee exercises its discretion and judgment based on the
foregoing criteria, without applying a specific formula to determine the weight
of each factor considered.
Incentive Compensation. The Company's incentive compensation has three
components: (i) an annual bonus; (ii) a grant of stock appreciation rights; and
(iii) a profit sharing contribution. All three components are based upon the
profitability of the Company or the subsidiary bank or banks for which an
executive officer is responsible, as applicable, as measured by return on
average capital and average assets and increase in core deposits.
Annual Bonus. Under the Company's 1991 Executive Incentive Plan (the "Plan"),
the Committee may grant cash bonuses to officers and senior management of the
Company and its subsidiaries on an annual basis. The Plan consists of three
target funds: (i) a fund for the president of the Company equal to 32% of his
annual base salary for the year; (ii) a fund for the senior officers of the
Company equal to 12% of their annual base salaries, on a combined basis; and
(iii) a fund for the junior officers of the Company equal to 6% of their annual
base salaries, on a combined basis. Each target fund is then multiplied by a
performance factor based on return on average capital for each subsidiary bank,
adjusted to reflect net loan charge-offs. The funds are then allocated in the
following manner: (i) 25% of the Presidents' Fund to the Chairman of the Board
of the Company; (ii) 75% of the President's Fund to the President of the
Company; (iii) 100% of the Senior Officers' Fund to the senior officers as a
group; and (iv) 100% of the Junior Officers' Fund to the junior officers as a
group. The Senior Officers' Fund and Junior Officers' Fund are allocated to
individuals within each respective group based on the percentage of the
individual's salary to that of the entire group.
Stock Appreciation Rights. The Committee believes that the granting of stock
appreciation rights ("SARs") is an important method of aligning management's
interests with those of the Company's stockholders on a long term basis. In
addition, the Committee recognizes that, in order for the Company to remain
competitive, it must employ the best and most talented executives who possess
demonstrated skills and experience. The Company believes that SARs give the
Company a significant advantage in attracting and retaining such executives
and, therefore, believes that SARs are an important feature of the Company's
executive compensation package.
For the foregoing reasons, the Company designated the 1991 Stock Appreciation
Rights Plan as a long term incentive program for the President of the Company,
and each of the Company's subsidiary banks have designated similar SAR plans
for the presidents of the subsidiary banks (collectively referred to as the
"Plans"). Although the Plans are generally for the benefit of the President of
the Company and the presidents of its subsidiary banks, they may be extended to
other senior management who, at the discretion of the Board of Directors of the
respective business unit, are expected to contribute materially to the unit's
success. For each business unit, there is established a target fund, the size
of which is based on a percentage of the annual base salary of the unit's
president. The target fund is then multiplied by several performance factors
which, for each subsidiary bank, is related to its individual performance and,
for the Company, is related to the performance of the subsidiary banks on a
combined basis. One half of the fund is multiplied by a performance factor
based on earnings performance as measured by return on average capital and the
other half is multiplied by a performance factor related to growth in core
deposits. At the end of each calendar year the target fund is converted into
SARs which are awarded to the president of the respective business unit.
The number of SARs awarded to each individual is determined by dividing the
target fund by the "value" of each SAR. The "value" of each SAR is the adjusted
book value per share of each subsidiary bank's stock for the subsidiary bank
presidents and the quoted market value of the Company's Class A Common Stock
9
<PAGE>
for the Company's President. Four years after the issuance of SARs, the
recipients are paid in cash the difference between the "value" of the SARs at
that time and the "value" of the SARs at the time they were issued. The cash
payments are made by the respective business unit awarding the SARs. The SARs
are forfeitable by any holder who is not an employee of the Company or one of
its subsidiaries at maturity.
The Committee intends to continue using SARs as the primary long term
incentive for executive officers, because they serve as an additional incentive
to improve the performance of the Company and its subsidiary banks and, with
respect to the President of the Company, provide rewards only to the extent the
Company's stock price increases after the SARs are granted. Because the Plans
encourage executives to increase Company performance on a long term basis, the
Committee believes they serve to more closely align the interests of the
executives with those of the Company's stockholders.
Profit Sharing Contribution. The Suburban Bancorp, Inc. Profit Sharing Plan
is a profit sharing plan sponsored by the Company, its subsidiary banks, and
Suburban Information Systems, Inc. and its subsidiary, Suburban Remittance
Corporation. Each business unit makes a discretionary contribution each year
out of its profits, if any, subject to certain restrictions. Performance of the
business unit, as measured by return on average assets, adjusted to reflect net
loan charge-offs, is a significant factor in the exercise of this discretion.
The contribution is allocated among all participating employees of the
respective business unit, generally those with a year or more of service, in
accordance with their base salaries for the year. Benefits vest over a period
from four to seven years of service. Benefits are paid only in the event of an
employee's termination of employment, death or certain limited cases of
hardship.
Compensation of the Chief Executive Officer
Mr. Gerald F. Fitzgerald, Jr. currently serves as Chief Executive Officer and
President of the Company. Mr. Fitzgerald was compensated during 1993 utilizing
the same general philosophy and criteria used for other executive officers as
described above, except that his incentive compensation was tied to the
profitability of the Company on a consolidated basis. During 1993, Mr.
Fitzgerald's base salary for service as Chief Executive Officer of the Company
was $125,000. He also received an aggregate of $75,000 in salaries from six
subsidiary banks for service as chairman of the boards of such banks, as well
as $19,200 for attendance at monthly board meetings of those banks. In making
such determinations, the Committee took into account a comparison of base
salaries of chief executive officers of other bank holding companies and state
community banks in the same geographic area that the Company competes, as
indicated in the surveys described in the section above entitled "Base Salary
Compensation." The Committee also considered the Company's success in meeting
its financial performance goals for 1993, the performance of the Company's
Class A Common Stock, Mr. Fitzgerald's role in promoting the long-term
strategic growth of the Company, and his individual performance for the year.
The Committee also took into account the longevity of Mr. Fitzgerald's service
to the Company and his stature in the community and in the banking industry. In
making such determinations, the Committee exercised its discretion and judgment
based on the foregoing criteria without applying a specific formula to
determine the weight of each factor considered.
Mr. Fitzgerald's aggregate of $102,686 in cash bonuses granted under the 1991
Executive Incentive Plan was determined based on the formula described above
with respect to return on average capital of the subsidiary banks on a combined
basis, and by the return on average assets of the subsidiary banks of which he
served as chairman. Mr. Fitzgerald was also awarded 1,156 SARs under the 1991
Stock Appreciation Rights Plan valued at $43.25 each, based on the formula
described above with respect to the growth and profitability of the subsidiary
banks on a combined basis. The Company also contributed an aggregate of $30,000
in profit sharing contributions for his benefit based on return on average
assets of the Company and the subsidiary banks of which he is chairman.
The Committee believes that Mr. Fitzgerald, the Company and its subsidiary
banks met their performance objectives for 1993, as reflected by the Company's
overall performance. The Company's return on average assets increased during
1993 from 1.11% to 1.18% and core deposits increased from $1,070
10
<PAGE>
million to $1,192 million. In addition, net earnings increased from $12.4
million to $14.7 million, and earnings per share increased from $3.67 to $4.31
during this same period. Based on the Company's overall performance, the
Committee believes that Mr. Fitzgerald's total compensation for 1993 fairly and
sufficiently rewards him for such performance and will serve to retain him as a
key employee on whom the Company is dependent for its continued success.
Compensation Committee:
Gerald F. Fitzgerald, Chairman
Thomas G. Fitzgerald
James H. Sammons, M.D.
John V. Crowe
Performance Graph
The following line graph compares the yearly percentage change in the
Company's cumulative total stockholder return on its Class A Common Stock over
the past five fiscal years with (i) the cumulative total return of the NASDAQ
Composite Index and (ii) the cumulative total return of the NASDAQ Bank Stock
Index. Such cumulative total returns have assumed reinvestment of dividends.
The quoted market price for the Company's Class A Common Stock was $17.75 on
December 31, 1988 and $43.25 on December 31, 1993.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG SUBURBAN BANCORP, NASDAQ COMPOSITE STOCK INDEX AND NASDAQ BANK STOCK INDEX
<CAPTION>
NASDAQ NASDAQ
COMPOSITE BANK
Measurement Period SUBURBAN STOCK STOCK
(Fiscal Year Covered) BANCORP INDEX INDEX
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-
12/31/88 $100 $100 $100
FYE 12/31/89 $142.426 $121.244 $111.154
FYE 12/31/90 $75.238 $102.958 $81.400
FYE 12/31/91 $143.448 $165.206 $133.671
FYE 12/31/92 $201.204 $192.104 $194.187
FYE 12/31/93 $258.707 $219.214 $221.319
</TABLE>
11
<PAGE>
4. MANAGEMENT RELATIONSHIP AND RELATED TRANSACTIONS
At December 31, 1993, certain officers and directors of the Company and its
subsidiary banks and certain companies in which such officers and directors of
the Company have 10% or more beneficial interest were indebted to the Company
and to its bank subsidiaries in the aggregate amount of $9,127,962. All of such
loans were made in the ordinary course of business on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not involve more than
the normal risk of collectibility or present other unfavorable features.
Mr. Richard J. Riordan, a director of the Company, is a member of the law
firm of Riordan, Larson, Bruckert & Moore. During 1993, the Company and its
subsidiaries paid the law firm $155,295 for legal services. Mr. Riordan and the
law firm were retained as counsel to the Company and certain of its
subsidiaries in 1993, and it is anticipated that Mr. Riordan and the law firm
will continue to be retained for the current year. Mr. Thomas G. Fitzgerald, a
director and Secretary of the Company and the beneficial owner of more than 5%
of the Company's Class B Common Stock, is a partner in the law firm of Freeborn
& Peters. Mr. Fitzgerald and the law firm were retained as counsel to the
Company and certain of its subsidiaries in 1993, and it is anticipated that
they will continue to be retained for the current year.
5. APPROVAL OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed, subject to the approval
of the stockholders, Deloitte & Touche as the independent auditors for the
Company and its consolidated subsidiaries for 1994. Deloitte & Touche acted as
independent auditors for the Company and its consolidated subsidiaries for the
year ended December 31, 1993. Representatives of Deloitte & Touche will be
present at the Meeting and will have the opportunity to make a statement if
they desire to do so. Such representatives will also be available to respond to
appropriate questions presented at the Meeting.
The Board of Directors recommends a vote FOR approval of the selection of
Deloitte & Touche as independent auditors for 1994.
6. STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1995 annual meeting
of stockholders of the Company must be received by the Company no later than
November 14, 1994 in order to be included in the proxy statement and form of
proxy relating to such annual meeting.
7. VOTING AND REVOCATION OF PROXIES
Stockholders are urged to sign the accompanying form or forms of proxy,
solicited on behalf of the Board of Directors of the Company, and to return it
or them at once in the envelope provided for that purpose. The shares
represented by proxies that are properly signed and returned will be voted in
accordance with the stockholders' directions. If no direction is given, proxies
will be voted in accordance with the recommendations of the Board of Directors
set forth in this Proxy Statement. A stockholder who wishes to designate a
person or persons to act as his or her proxy at the Meeting, other than the
proxies designated by the Board of Directors, may strike out the names
appearing on the enclosed form of proxy, insert the name of any other such
person or persons, sign the form, and transmit it directly to such other
designated person or persons for use at the Meeting.
A stockholder who has given a proxy may revoke it at any time before it is
exercised at the Meeting by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date.
Attendance at the Meeting will not, in and of itself, constitute the revocation
of a proxy.
12
<PAGE>
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Meeting.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders for determining whether a proposal has been approved, whereas
broker non-votes are not. With regard to the election of directors, votes may
be cast in favor or withheld. Votes that are withheld will be excluded entirely
from the vote and will have no effect. With regard to the approval of the
selection of independent auditors, votes may be cast in favor or against or the
vote may be abstained. An abstention will be counted as present and will have
the same effect as a vote against the proposal, because it requires the
approval of a majority of the outstanding shares present in person or by proxy
and entitled to vote at the Meeting. Broker non-votes will have no effect on
the outcome of the election of directors or the approval of the selection of
independent auditors.
8. OTHER MATTERS
The Board of Directors knows of no matters likely to be brought before the
Meeting other than those mentioned above. However, if any other matters, not
now known or determined, properly come before the Meeting, the persons named in
the enclosed form of proxy will vote such proxy in accordance with their best
judgment in such matters, pursuant to discretionary authority granted in the
proxy.
The expenses of preparing and mailing this Proxy Statement and the
accompanying forms of proxy and the cost of solicitation of proxies on behalf
of the Board of Directors will be borne by the Company. Solicitation will be by
mail and by some personal solicitation by directors, officers, and employees of
the Company without special compensation.
By Order of the Board of Directors
LOGO
Thomas G. Fitzgerald
Secretary
Palatine, Illinois
March 15, 1994
13
<PAGE>
CLASS A COMMON STOCK SEE REVERSE
SIDE
SUBURBAN BANCORP, INC. PROXY/VOTING INSTRUCTION CARD
PALATINE, ILLINOIS
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 15, 1994
The undersigned hereby appoints FRANCIS CATINI and RICHARD J. RIORDAN as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all shares of Class A Common
Stock of Suburban Bancorp, Inc. held of record by the undersigned on February
25, 1994, at the annual meeting of stockholders to be held on April 15, 1994 or
any adjournment thereof. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2 AS
INDICATED ON THE REVERSE SIDE HEREOF.
Election of Class A Directors:
Nominees: John V. Crowe, Joseph F. Lizzadro,
and James H. Sammons, M.D.
You are encouraged to specify your choice by marking the appropriate boxes (SEE
REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.
<PAGE>
PLEASE MARK YOUR
X VOTE IN THE BOX
PROVIDED.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHELD as to All Nominees
1. Election of [_] [_] To withhold authority to vote for
Class A any nominee(s), mark the "FOR" box
Directors and write the name of each such
nominee on the line provided below.
_____________________________________________________
FOR AGAINST ABSTAIN
2. Proposal to approve the [_] [_] [_]
designation of Deloitte &
Touche as the independent
auditors of Suburban Bancorp,
Inc. for the 1994 year.
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting.
[Name and Address of Stockholder(s)]
SIGNATURE(S) ________________________________________________ DATE _______, 1994
NOTE: Please date and sign as name appears herein. If shares are held jointly
by two or more persons, each stockholder named should sign. Executors,
administrators, trustees, etc. should so indicate when signing. If the
signor is a corporation, please sign the full corporate name by a duly
authorized officer. If the signor is a partnership, please sign the
partnership name by an authorized person.
<PAGE>
CLASS B COMMON STOCK SEE REVERSE
SIDE
SUBURBAN BANCORP, INC. PROXY/VOTING INSTRUCTION CARD
PALATINE, ILLINOIS
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 15, 1994
The undersigned hereby appoints FRANCIS CATINI and RICHARD J. RIORDAN as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all shares of Class B Common
Stock of Suburban Bancorp, Inc. held of record by the undersigned on February
25, 1994, at the annual meeting of stockholders to be held on April 15, 1994 or
any adjournment thereof. IF NO DIRECTION AS TO THE MANNER OF VOTING THE PROXY
IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2 AS
INDICATED ON THE REVERSE SIDE HEREOF.
Election of Class B Directors:
Nominees: Francis Catini, Donald J. Cooney, Gerald F. Fitzgerald,
Gerald F. Fitzgerald, Jr., James G. Fitzgerald,
Thomas G. Fitzgerald, and Richard J. Riordan
You are encouraged to specify your choice by marking the appropriate boxes (SEE
REVERSE SIDE) but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations.
<PAGE>
PLEASE MARK YOUR
X VOTE IN THE BOX
PROVIDED.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHELD as to All Nominees
1. Election of [_] [_] To withhold authority to vote for
Class B any nominee(s), mark the "FOR" box
Directors and write the name of each such
nominee on the line provided below.
_____________________________________________________
FOR AGAINST ABSTAIN
2. Proposal to approve the [_] [_] [_]
designation of Deloitte &
Touche as the independent
auditors of Suburban Bancorp,
Inc. for the 1994 year.
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting.
[Name and Address of Stockholder(s)]
SIGNATURE(S) ________________________________________________ DATE _______, 1994
NOTE: Please date and sign as name appears herein. If shares are held jointly
by two or more persons, each stockholder named should sign. Executors,
administrators, trustees, etc. should so indicate when signing. If the
signor is a corporation, please sign the full corporate name by a duly
authorized officer. If the signor is a partnership, please sign the
partnership name by an authorized person.
