SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE FIRST REPUBLIC CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THE FIRST REPUBLIC CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(l)
and 0-11.
(1) Title of each class of securities to which transaction applies:
COMMON STOCK, PAR VALUE $1.00
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (1)
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
N/A
- --------------------------------------------------------------------------------
|_| 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 tiling.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, schedule or registration statement no.:
________________________________________________________________________________
(3) Filing party:
________________________________________________________________________________
(4) Date filed:
________________________________________________________________________________
- ----------
(1)Set forth the amount on which the filing fee is calculated and slate how it
was determined.
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 10, 1996
----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The First
Republic Corporation of America will be held at 575 Madison Ave., 11th Floor,
New York City, on Tuesday, December 10, 1996 at 3:00 P.M., New York City Time
for the following purposes:
1. To elect a Board of Directors of eight individuals for the ensuing
year and until their respective successors shall have been elected and
shall qualify;
2. To ratify the appointment of auditors for the Company to serve
until the next Annual Meeting of Stockholders; and
3. To transact any other business as may lawfully come before the
meeting or any adjournment or adjournments thereon.
Only stockholders of record as of the close of business of November 5, 1996
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors,
HARRY BERGMAN
Secretary
New York, New York
November 6, 1996
Please date and execute the accompanying proxy and promptly return it in
the enclosed, self-addressed envelope. No postage is required if mailed within
the United States. If you attend the meeting in person, you will be entitled to
vote your shares at the meeting.
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
---------------
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The First Republic Corporation of America (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"meeting") which will be held at 575 Madison Avenue, 11th Floor, New York City,
on Tuesday, December 10, 1996 at 3:00 P.M., New York City Time, and at any and
all adjournments of the meeting.
Stockholders who execute proxies retain the right to revoke them at any
time; unless so revoked, the shares represented by such proxies will be voted at
the meeting and any adjournments. Proxies solicited by the management of the
Company will be voted in accordance with the directions given therein.
Stockholders vote at the meeting by casting ballots (in person or by proxy)
which are tabulated by a person who is appointed by the Board of Directors
before the meeting to serve as inspector of election at the meeting and who has
executed and verified an oath of office. Abstentions and broker "non-votes" are
included in the determination of the number of shares present at the meeting for
quorum purposes. Abstentions will have the same effect as negative votes, except
that abstentions will have no effect on the election of directors as directors
are elected by a plurality of the votes cast. Broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to stockholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner.
The principal executive offices of the Company are located at 302 Fifth
Avenue, New York, New York 10001. The approximate date on which this statement
and the enclosed proxies were first sent or given to stockholders was November
6, 1996. Stockholders of record as of the close of business on November 5, 1996
will be entitled to one vote for each share then held. As of November 5, 1996,
there were outstanding 672,269 shares of Common Stock, $1 par value (the "Common
Stock").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to all
persons who are known to the Company to be the beneficial owner of more than 5%
of the Common Stock as of November 5, 1996.
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership(1) of Class
- ------------------------------------ ----------------------- --------
Mary Nimkoff .............................. 103,013(2) 15.3%
26 Button Ball Lane
Weston, CT
Jonathan P. Rosen ......................... 227,726(3) 33.9
40 East 69th Street
New York, N.Y
Lynn M. Silverman ......................... 113,350 16.9
911 Park Avenue
New York, N.Y
Jane G. Weiman ............................ 113,290 16.9
5610 Wisconsin Avenue
Chevy Chase, Maryland
- ----------
(1) Except as noted below in Notes (2) and (3), all shares are owned directly
by the parties listed in the table.
1
<PAGE>
(2) Includes 5,756 shares representing her proportionate interest in 19,188
shares owned by Tranel, Inc. Tranel, Inc. is a corporation 30%, 15.2%,
34.8%, 10% and 10% of the shares of which are owned by Mary Nimkoff,
Jonathan P. Rosen, Miriam N. Rosen, Louis H. Nimkoff and Robert Nimkoff,
respectively.
(3) Includes 2,917 shares representing his proportionate interest in 19,188
shares owned by Tranel Inc.
The following table sets forth as of November 5, 1996 certain information
with respect to security holdings in the Company and Bluepoints Company, Inc.
("Bluepoints"), an 80.2% owned subsidiary of the Company, by directors of the
Company (all of whom are nominees for election at the meeting), executive
officers, and all officers and directors as a group.
<TABLE>
<CAPTION>
Common Stock of
Common Stock Bluepoints
-------------------------- ----------------------
Amount and Amount and
Nature of Nature of
Name of Individual or Number of Beneficial Percent of Beneficial Percent of
Persons in Group Ownership(1) Class Ownership Class
- ---------------------------------- ------------ ----- --------- -----
<S> <C> <C> <C> <C>
Harry Bergman .................... -- -- -- --
Stephen L. Bernstein ............. -- -- -- --
Irving S. Bobrow ................. 200 .03% -- --
Norman A. Halper ................. 400 .06 -- --
Robert Nimkoff ................... 3,414(2) .51 -- --
Louis Nimkoff .................... 5,189(2) .77 -- --
Miriam N. Rosen .................. 31,759(3) 4.72 500(4) 4.95%
Jonathan P. Rosen ................ 227,726 33.87 500(4) 4.95
William M. Silverman ............. 200(5) .03 --(5) --
Jane G. Weiman ................... 113,290 16.85 500(4) 4.95
All officers and directors as
a group (8 persons) .............. 382,178 56.85 1500 14.85
</TABLE>
(1) Messrs. Bobrow, Halper and Silverman and Mrs. Weiman own their shares
directly. Jonathan P. Rosen owns 224,809 shares directly. See Notes (2) and
(3) of the preceding table.
(2) Includes 1919 shares representing his proportionate interest in 19,188
shares owned by Tranel, Inc.
(3) Includes 6,677 shares of common stock representing her proportionate
interest in 19,188 shares of common stock owned by Tranel, Inc.
(4) Owned directly.
(5) Does not include 113,350 shares of common stock and 500 shares of
Bluepoints owned beneficially by his wife Lynn M. Silverman. Mr. Silverman
disclaims beneficial ownership of all such shares.
The Company knows of no contractual arrangements which may at a subsequent
date result in a change of control of the Company.
2
<PAGE>
ELECTION OF DIRECTORS
Eight directors will be elected at the meeting to serve for the ensuing
year and until their respective successors shall have been elected and shall
qualify. The election of directors requires the affirmative vote of a plurality
of the shares of the Company's stock, present in person or by proxy at the
meeting. Unless otherwise indicated in proxies received, it is the intention of
the persons named in the enclosed form of proxy to vote for the election of the
nominees for director named below. In case any such nominee should become
unavailable for any reason, the proxy holders reserve the right to substitute
another person of their choice in his place. At this time, the management knows
of no reason why any nominee might not be able to serve.
Positions and offices Director of the
Name with the Company Company since
------------------------- ------------------------ --------------------
Harry Bergman ................ Secretary and Treasurer October 1, 1991
Irving S. Bobrow ............. None April 26, 1983
Norman A. Halper ............. President October 13,1969
Robert Nimkoff ............... Vice President April 30, 1991
Miriam N. Rosen .............. None December 13, 1994
Jonathan P. Rosen ............ Chairman of the Board February 5, 1972
William M. Silverman ......... None December 8, 1981
Jane G. Weiman ............... None December 10, 1991
Irving S. Bobrow, age 82, is a member of the New York Bar. Mr. Bobrow for
more than the past five years, has been a member of the law firm of Bobrow &
Rosen in New York City and has engaged in real estate investments for his own
account. Bobrow & Rosen has been retained by the Company in the past and is
currently being retained.
Norman A. Halper, age 77, has served as President of the Company since
April 1983. From June 1969 until April 1983 he served as a Vice President of the
Company.
Robert Nimkoff, age 35, has served as a Vice President of the Company since
June 1988. For more than the past five years Mr. Nimkoff has served as
supervisor of the Company's seafood division.
Miriam N. Rosen, age 76, is a member of the New York Bar. For more that the
past five years Mrs. Rosen has been counsel to the law firm of Bobrow & Rosen in
New York City and has been engaged in real estate investments for her own
account.
Jonathan P. Rosen, age 52, has served as Chairman of the Board of the
Company since December 1994. From September 1978 until November 1994 he served
as a Vice President of the Company. He is a member of the law firm of Bobrow &
Rosen.
William M. Silverman, age 54, is a member of the New York Bar. For more
than the past five years, Mr. Silverman has been a member of the law firm of
Otterbourg, Steindler, Houston and Rosen P.C. in New York City.
Harry Bergman, age 54, is a certified public accountant. He has been
employed by the Company since December 1987 as assistant treasurer and since
June 29, 1988 as Secretary and Treasurer.
Jane G. Weiman, age 52, has been a private investor for more than the past
five years. For the past several years Mrs. Weiman has also been an officer of
the Board of the Washington D.C. Urban League and an advisor to Washington D.C.
Counsel-Member-at Large John Ray.
Norman A. Halper, Robert Nimkoff, Jonathan P. Rosen, Harry Bergman, Stephen
L. Bernstein, and Louis H. Nimkoff constitute all the executive officers of the
Company and will serve as such until the first meeting of the Board of Directors
of the Company following the meeting and until their respective successors shall
have been elected and shall qualify. Louis H. Nimkoff, a Vice President of the
Company since June 1988, has been involved with the Company for more than five
years, primarily in the Company's real estate operations.
Jonathan P. Rosen is the son of Miriam N. Rosen. Jane G. Weiman is the
sister-in-law of William M. Silverman and the cousin of Jonathon P. Rosen. Louis
Nimkoff and Robert Nimkoff are brothers and cousins of Jonathan P. Rosen.
3
<PAGE>
As a result of his position with the Company and his ownership of the
Company's voting securities, Jonathan P. Rosen may be deemed to be a controlling
person of the Company.
During the fiscal year ended June 30, 1996, the Board of Directors held
four meetings and all of the directors attended at least 75% of the meetings.
The Company's Board of Directors does not have an audit, nominating or
compensation committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 and on
representations from its executive officers and directors and persons who
beneficially own more that 10% of the common stock, all filing requirements of
Section 16(a) of the Securities Exchange Act were complied with during the
fiscal year ended June 30, 1996.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid or accrued by the
Company during the last three fiscal years for services in all capacities to the
Chief Executive Officer and each executive officer of the Company whose cash
compensation exceeds $100,000.
Name and Annual Other
Principal Position Year Compensation Compensation (1)
------------------ ---- ------------ ----------------
Jonathan P. Rosen 6-30-96 $238,425 $8,315
Chairman 6-30-95 123,108 --
A.A. Rosen 6-30-95 115,763 --
Chairman (Deceased 11/9/94) 6-30-94 223,300 15,810
Norman A. Halper 6-30-96 238,425 12,704
President and Chief 6-30-95 238,871 13,690
Executive Officer 6-30-94 223,300 15,810
Harry Bergman 6-30-96 133,996 9,062
Secretary-Treasurer 6-30-95 143,955 10,661
6-30-94 137,717 10,359
Stephen L. Bernstein 6-30-96 179,177 10,897
In-House Counsel 6-30-95 177,662 --
(1) The Company maintains two profit-sharing plans which cover a significant
number of their employees. Vesting begins at 20% after two years of service with
100% vesting being reached after six years service. Company contributions to one
such plan is at the discretion of the Board of Directors. The Company is
required to make minimum contributions to the second plan and, at the discretion
of the Board of Directors may make additional contributions. The executive
officers listed above are covered under the second plan and the amount
contributed by the Company to such plan on behalf of each executive officer as
set forth under the heading "Other Compensation" in the above table.
The chairman of the Company's Board of Directors has annually reviewed and
set the compensation of the Chief Executive Officer of the Company who, in turn,
has reviewed and set the compensation of the other officers of the Company. All
such compensation is reviewed on or about April 1 of each year taking into
consideration (i) the Company's financial performance during the preceding year,
(ii) the performance of the employee during that year, and (iii) the need to
retain competent executive officers dedicated to the enhancement of the
Company's performance in future years by paying salaries comparable to those
being paid to such executive officers by other companies involved in similar
lines of business
Compensaton of Directors
Each Director who is not an officer of the Company is paid $3,000 per quarter.
4
<PAGE>
PERFORMANCE GRAPH
The following performance graph is a line graph comparing the yearly change
in the cumulative stockholder return of the Company's Common Stock against the
cumulative return of the Dow Jones Equity market Index and Dow Jones
Conglomerates Index for the five fiscal years ended June 30, 1996. The
stockholder return on the Company's Common Stock has been determined solely
based on the price of the Common Stock since there have been no dividends
declared on the Common Stock. Since there has been only limited or sporadic
quotations for the Common Stock during the five year period, the price of the
Common Stock at the relevant dates has been determined by utilizing the price at
which the Company purchased shares of Common Stock on the dates closest to each
measuring date.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE FIRST REPUBLIC CORPORATION OF AMERICA, DOW JONES EQUITY
MARKET INDEX AND DOW JONES INDEPENDENT-CONGLOMERATES INDEX
FISCAL YEAR ENDING JUNE 30
[The following table was represented as a line graph in the printed material.]
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
DOLLARS
-------
The First Republic Corporation
of America 100 96 80 65 56 55
Dow Jones Equity Market Index 100 114 131 132 167 212
Dow Jones Independent - Conglomerates 100 109 141 141 179 271
5
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Lynn M. Silverman, a principal stockholder of the Company, Jane G. Weiman,
a director and principal stockholder of the Company, Jonathan P. Rosen, a
director, Chairman of the Board and principal stockholder of the Company, and
Miriam N. Rosen, a director and mother of Jonathan P. Rosen, own in the
aggregate 19.8% of the outstanding shares of Bluepoints. The remainder of the
shares of Bluepoints is owned by the Company. Lynn M. Silverman is the wife of
William M. Silverman, a director of the Company.
Bluepoints holds a second mortgage loan on the industrial center owned by
the Company in East Newark, New Jersey. From July 1995 through September 1996
the Company made payments of $149,850 with respect to such loan, $35,587 of
which was applied to the payment of interest and $114,263 to amortization of
principal. As of September 1, 1996, the outstanding principal balance of the
loan was $212,161. The loan bears interest at the rate of 8% per annum, provides
for monthly payments of $9,990 and is self-liquidating over a period which
expires in July 1998.
The Company's corporate office is located in a building owned by 302 Fifth
Ave. Associates, a partnership owned 100% by The Estate of A.A. Rosen, Miriam
Rosen and Jonathan P. Rosen. The Company is a month-to-month tenant, paying rent
of $8,200 per month, which the Company believes is comparable to other rentals
in the area. Jonathan P. Rosen is the executor of The Estate of A.A. Rosen and
Miriam N. Rosen is the primary beneficiary of The Estate of A.A. Rosen.
The Company and its subsidiaries purchase substantially all of their
property, casualty and liability insurance through participation with a group of
other entities controlled by The Estate of A.A. Rosen and Jonathan P. Rosen
("Rosen Group Properties"). This procedure enables the group to obtain
negotiated insurance rates. During the fiscal year ended June 30, 1996, total
premiums incurred by the Company and its subsidiaries under this arrangement
amounted to approximately $264,000. The total premiums incurred by the Company
and its subsidiaries represented approximately 20% of the premiums incurred by
the entire group. The Company received fees of $75,000 in fiscal 1996,
representing charges to the group for administrative services performed by
Company personnel in connection with the foregoing. At June 30, 1996
approximately $264,000 was payable to Rosen Group Properties.
On May 21, 1991, Bluepoints (i) purchased a 38% interest in Isca CA. and
Langomorro CIA. Ltda. (collectively referred to as "Mondragon"), two Ecuadorian
corporations engaged in shrimp farming operations in Ecuador, for the purchase
price of $967,000 and (ii) purchased an additional 12-1/2% interest in each of
Larfico Larvas Del Pacifico S.A. ("Larfico"), an Ecuadorian corporation which
owns and operates a shrimp hatchery, and Comercorp S.A. ("Comercorp"), another
Ecuadorian corporation which owns certain real property in Ecuador, for a
combined purchase price of $325,000. Prior to the transaction, Bluepoints owned
an indirect 50% interest in each of Larfico and Comercorp. Of the total purchase
price paid by Bluepoints for such interests in Mondragon, Larfico and Comercorp,
$652,000 was paid in cash and $640,000 is represented by a promissory note
bearing interest at 1% over the prime rate in effect at European American Bank
with an original maturity date of May 1994; the note is now payable on demand.
In connection with this transaction, Carlos Perez, a shareholder in each of
Mondragon, Larfico and Comercorp, who was the recipient of the $640,000 note,
assigned the note to A.A. Rosen to repay a previous loan made to him by A.A.
Rosen. Since July 1, 1995 through August 21, 1996 The Estate of A.A. Rosen has
received $61,000 in interest on the $640,000 note. The Company has advanced
money on behalf of the Estate of A.A. Rosen to Mondragon which totaled $725,000
at June 30,1996. The amount advanced is payable on demand by the Estate of A.A.
Rosen and bears interest at 1% above the prime rate in effect at European
American Bank. The Estate of A.A. Rosen paid $45,000 in interest during the
year. The Estate of A.A. Rosen owns beneficially 50% of Mondragon and 25% of
each of Larfico and Comercorp. In the current fiscal year, substantially all of
Mondragon's shrimp production, approximately, $1,594,000, was sold to
Bluepoints.
As of August 31, 1996 Larfico was indebted to Bluepoints for $196,667 of
loans made by Bluepoints to Larfico at various dates between November 8, 1985
and August 5, 1988 (the "Larfico Indebtedness"). Such loans bear interest at 1%
over the prime rate in effect at European American Bank and are due August 1997.
Since July 1, 1995, the largest aggregate amount of outstanding indebtedness
from Larfico to Bluepoints was $196,667.
6
<PAGE>
In addition, as of August 31, 1996, Mondragon was indebted to Bluepoints
for $2,988,000 of loans made by Bluepoints to Mondragon on various dates between
August 28, 1991 and June 28, 1996 (the "Mondragon Indebtedness"). Such loans
bear interest at 1% over the prime rate in effect at European American Bank and
have no fixed maturity. Since July 1, 1995 the largest aggregate amount of
outstanding indebtedness from Mondragon to Bluepoints was $4,390,000. The Estate
of A.A. Rosen has guaranteed the repayment of 25% of the Larfico Indebtedness
and 56.8% of the Mondragon indebtedness.
Bluepoints beneficially owns all of the outstanding stock of Emporsa,
Empacadora y Exportadora S.A. ("Emporsa"), an Ecuadorian corporation engaged in
shrimp farming operations. As of June 30, 1996, Emporsa and Larfico were
indebted to Mondragon for $725,000 of loans. Such loans bear no interest and
have no fixed maturity. Since July 1, 1995, the largest amount of outstanding
indebtedness from Larfico and Emporsa to Mondragon was $725,000. Since July 1,
1995, the largest amount of outstanding indebtedness from Mondragon to Larfico
and Emporsa was $349,000 which was the balance at June 30, 1996. Said
indebtedness has no fixed maturity and is non-interest bearing.
As of August 31, 1996, Bluepoints was indebted to the Company for
$21,561,000 of loans made by the Company to Bluepoints at various dates between
November 8, 1985 and August 31, 1996. Such loans bear interest at the rate of 1%
over the prime rate in effect at European American Bank and are due on demand.
Since July 1, 1995, the largest aggregate amount of outstanding indebtedness
from Bluepoints to the Company was $21,561,000. A substantial portion of the
foregoing loans was used by Bluepoints to acquire and fund Ecuadorian shrimp
operations.
The Estate of A.A. Rosen and Jonathan P. Rosen have jointly provided a
limited guarantee with respect to the repayment of loans made by the Company to
Bluepoints. Such guarantee is limited to 19.8% of the deficiency in the
shareholder equity of Bluepoints. As of June 30, 1996 the amount of the
guarantee was $2,331,984.
Tranel Inc. and Statecourt Enterprises, Inc. each owns a 25% interest in a
167 unit garden apartment complex located in Orlando, Florida in which the
Company owns the remaining 50%. Tranel Inc. is owned by Mary Nimkoff, Jonathan
P. Rosen, Miriam N. Rosen, Robert Nimkoff and Louis H Nimkoff and Statecourt
Enterprises, Inc. is owned 48% by The Estate of A.A. Rosen, 20% by Jonathan P.
Rosen and 32% by a trust for Miriam N. Rosen. In September 1990, a $4,350,000
mortgage loan was obtained on the property of which $1,964,000 was distributed
to Tranel and Statecourt, and an equivalent amount distributed to the Company.
SELECTION OF AUDITORS
The Board of Directors has engaged Ernst & Young, LLP ("Ernst & Young")
certified public accountants, as auditors for the fiscal year ending June 30,
1997. While ratification of the Board of Directors' action in this respect by
the stockholders is not required, the Board intends to select other auditors for
the fiscal year ended June 30, 1997, if a majority of shares of stock of the
Company represented at the meeting votes against ratification of its selection
of Ernst & Young. Ernst & Young acted as auditors for the fiscal year ended June
30, 1996.
It is not expected that representatives of Ernst & Young will be present at
the meeting.
The appointment of Ernst & Young as auditors for the fiscal year ended June
30, 1996 was ratified by the stockholders at the Annual Meeting held on December
19, 1995 and the services performed by Ernst & Young with respect to such fiscal
year were limited to the examination of the Company's financial statements, and
additional tax and consulting work.
7
<PAGE>
MANAGEMENT RECOMMENDS APPROVAL OF THE APPOINTMENT OF THE AUDITORS
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next (1997)
annual meeting must be received by the Company no later than July 12, 1997 for
inclusion in the Company's 1997 proxy statement and form of proxy relating to
that meeting.
MISCELLANEOUS
The management does not intend to present and knows of no others who intend
to present at the meeting any matter of business other than the election of
directors and the ratification of the selection of auditors. However, if other
matters properly come before the meeting or any adjournment thereof, it is the
intention of the persons named in the enclosed form of proxy to vote the proxy
in accordance with their judgment.
The Company will bear the cost of preparing, assembling and mailing the
proxy, statement and any other material which may be sent to stockholders in
connection with this solicitation. In addition to solicitation to be made by
mail, certain officers, directors and regular employees of the Company may
solicit the return of proxies by telephone, telegram or personal interview. All
those soliciting proxies will receive only reimbursement of out-of-pocket
expenses and will receive no additional compensation, other than required
overtime pay when earned. The Company may also reimburse persons holding shares
in their names or in the names of nominees for their expenses in sending proxies
and proxy material to their principals.
Receipt at the meeting of reports from the management will not constitute
approval or disapproval of any matters referred to in such reports.
By Order of the Board of Directors
HARRY BERGMAN
Secretary
New York, New York
November 6, 1996
8
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
Proxy for Annual Meeting of Stockholders--December 10, 1996
575 Madison Avenue, 11th Floor, New York City
NORMAN A. HALPER and JONATHAN P. ROSEN, or either of them, with full power of
substitution, are hereby authorized to represent the undersigned and to vote all
shares of the stock of The First Republic Corporation of America held by the
undersigned at the Annual Meeting of Stockholders to be held in New York, New
York, on December 10, 1996, and at any adjournments thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHEN PROPERLY EXECUTED, IT
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO INDICATION IS GIVEN WITH RESPECT TO EITHER OF PROPOSALS (1) OR (2), THE
PERSONS NAMED IN THIS PROXY WILL VOTE FOR SUCH PROPOSAL In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the meeting. The undersigned revokes any proxy heretofore given to vote
such shares and acknowledges receipt of the Notice of Annual Meeting of
stockholders of the Company and the Proxy Statement, each dated November 6,
1996.
(Continued, and to be signed, on the other side)
FOLD AND DETACH HERE
<PAGE>
No.1-Election of Directors FOR WITHELD
Harry Bergman, Irving S. Bobrow, |_| |_|
Norman A. Halper, Robert Nimkoff,
Miriam Rosen, Jonathan P. Rosen,
William M. Silverman, Jane G. Weiman
(INSTRUCTIONS: To withold authority to
vote for any individual nominee, write that
nominee's name on the space provided
below.)
______________________________
No.2-Ratification of FOR AGAINST ABSTAIN
Appointment of |_| |_| |_|
Ernst & Young
as Auditors
Signature(s) of Stockholders_________________________ Dated ______________, 1996
Please dated, sign and mail proxy card in the enclosed envelope
