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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
JEFFERSON BANCORP, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
JEFFERSON BANCORP, INC.
-------------------------------------------
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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 the 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 transactions apply:
(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:
[ ] 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:
<PAGE>
JEFFERSON BANCORP, INC.
301 ARTHUR GODFREY ROAD
MIAMI BEACH, FLORIDA 33140
- -----------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1996
- -----------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Jefferson Bancorp, Inc. (the "Corporation") will be held in the sixth floor
auditorium at Jefferson Bank of Florida, 301 Arthur Godfrey Road, Miami
Beach, Florida on Tuesday, April 23, 1996 at 3:00 p.m., Miami time, for the
following purposes:
1. To elect three directors, each to serve for a term of three years.
2. To ratify adoption of the Jefferson Bancorp 1996 Restricted Stock Plan.
3. To act upon any other matter which may properly be brought before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on February 29, 1996
will be entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend, please mark, date and sign the accompanying proxy and return
it in the enclosed envelope. If you do attend, you may revoke your proxy and
vote your shares in person if you wish to do so.
By Order of the Board of Directors,
BARTON S. GOLDBERG
Secretary
Miami Beach, Florida
April 1, 1996
<PAGE>
JEFFERSON BANCORP, INC.
- -----------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1996
- -----------------------------------------------------------------------------
This Proxy Statement is being furnished to stockholders of Jefferson
Bancorp, Inc. (the "Corporation") in connection with the solicitation of
proxies on behalf of the Board of Directors of the Corporation for use at the
Annual Meeting of Stockholders to be held on Tuesday, April 23, 1996 and at
any adjournment thereof. The mailing address of the principal executive
offices of the Corporation is 301 Arthur Godfrey Road, Miami Beach, Florida
33140. It is anticipated that this Proxy Statement and related form of proxy
will be first mailed to stockholders of the Corporation on or about April 1,
1996.
If the enclosed form of proxy is executed and returned, all shares
represented thereby will be voted in accordance with the stockholder's
instructions. If no such instructions are specified, the proxy will be voted
FOR the election as directors of the nominees named herein, or of such
substitute nominee or nominees as may be designated by the Board of Directors
if the nominees named herein are unable to serve, and FOR the ratification of
adoption of the Jefferson Bancorp 1996 Restricted Stock Plan. A proxy may be
revoked at any time before it is exercised either by executing and filing,
prior to the commencement of the Annual Meeting, a subsequently dated proxy
revoking the proxy previously given or by voting in person at the Annual
Meeting.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The securities entitled to be voted at the Annual Meeting are the shares
of common stock, par value $1.00 per share ("Common Stock"), of the
Corporation. Each share of Common Stock is entitled to one vote on each
matter submitted to stockholders. Only stockholders of record at the close of
business on February 29, 1996 will be entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. At the close of business
on February 29, 1996 there were 3,810,689 shares of Common Stock outstanding.
<PAGE>
The following table sets forth certain information as of February 29, 1996
as to the only persons known by the Corporation to own beneficially more than
5% of the outstanding Common Stock:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED(1) CLASS(2)
- ---------------------------- --------------- -------------
<S> <C> <C>
Arthur H. Courshon ......... 297,522(3) 7.71%
301 Arthur Godfrey Road
Miami Beach, Florida 33140
Lenore J. Gaynor ........... 216,176 5.67%
450 North Park Road
Hollywood, Florida 33021
Norman M. Giller ........... 261,154(4) 6.79%
975 Arthur Godfrey Road
Miami Beach, Florida 33140
Barton S. Goldberg ......... 243,934(5) 6.34%
301 Arthur Godfrey Road
Miami Beach, Florida 33140
Les Placements Turan Inc. . 344,076(6) 9.03%
6300 Northcrest
Penthouse D1
Montreal, Quebec H3S 2W3
Marmi Ltd. ................. 354,845(7) 9.31%
21301 Powerline Road
Suite 204
Boca Raton, Florida 33433 .
</TABLE>
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.
(2) "Class" for this purpose as to each beneficial owner consists of all
shares of Common Stock outstanding on February 29, 1996, plus shares not
yet outstanding but issuable within 60 days of that date upon exercise by
the beneficial owner in question of outstanding stock options.
(3) Does not include 3,146 shares of Common Stock held by Mr. Courshon's wife
as to which shares Mr. Courshon disclaims beneficial ownership. Includes
57,902 shares as to which Mr. Courshon shares voting and investment power
with his wife, and 47,986 shares not presently owned by Mr. Courshon but
subject to acquisition upon exercise of outstanding stock options.
(4) Does not include 2,254 shares of Common Stock held by Mr. Giller's wife
as to which shares Mr. Giller disclaims beneficial ownership. Includes
80,499 shares as to which Mr. Giller shares voting and investment power
with his wife, 31,512 shares held in trust for Mr. Giller's children,
51,752 shares held in trust for Mr. Giller's grandchildren and 34,547
shares not presently owned by Mr. Giller but subject to acquisition by
him upon exercise of outstanding stock options.
(5) Includes 39,748 shares not presently owned by Mr. Goldberg but subject to
acquisition by him upon exercise of outstanding stock options.
(6) Mr. Antoine Turmel is the president and controlling shareholder of Les
Placements Turan Inc. which is the registered holder of these shares.
(7) Ms. Emily Vernon is the controlling shareholder of the general partner of
Marmi Ltd., the limited partnership which is the registered holder of
these shares. The Emily Vernon Revocable Trust is a limited partner of
such limited partnership.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of February 29, 1996
as to the number of shares of Common Stock beneficially owned by each
director, the chief executive officer of the Corporation, each other officer
of the Corporation whose aggregate salary and bonus in 1995 exceeded $100,000
and all directors and executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OWNED(1) OF CLASS(2)
- ------------------------------------------------ ---------------- ------------
<S> <C> <C>
Arthur H. Courshon ............................. 297,522(3) 7.71%
David Fenton ................................... 38,844(4) 1.01%
Lenore J. Gaynor ............................... 216,176 5.67%
Norman M. Giller ............................... 261,154(5) 6.79%
Barton S. Goldberg ............................. 243,934(6) 6.34%
Jerrold F. Goodman ............................. 42,241(7) 1.11%
Louis Harris ................................... 60,000(8) 1.57%
Marc Lipsitz ................................... 10,300(9) .27%
Leonard H. Schwartz ............................ 41,289(10) 1.08%
Antoine Turmel ................................. 344,076(11) 9.03%
Emily Vernon ................................... 354,845(12) 9.31%
Sherman Winn ................................... 26,452(13) .69%
Syed F. Zafar .................................. 14,151(14) .37%
All directors and executive officers as a group 1,950,984(15) 48.72%
</TABLE>
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.
(2) "Class" for this purpose as to each beneficial owner consists of all
shares of Common Stock outstanding on February 29, 1996, plus shares not
yet outstanding but issuable within 60 days of that date upon exercise
by the beneficial owner in question of outstanding stock options.
(3) See footnote 3 under "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,"
above.
(4) Includes 19,312 shares not presently owned by Mr. Fenton but subject to
acquisition by him upon exercise of outstanding options.
(5) See footnote 4 under "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,"
above.
(6) See footnote 5 under "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,"
above.
(7) Includes 7,912 shares as to which Mr. Goodman shares voting and
investment power with his wife and 8,918 shares as to which Mr. Goodman
shares voting and investment power with another person.
(8) These shares are held in trust for the benefit of Mr. Harris.
(9) Includes 9,785 shares not presently owned by Mr. Lipsitz but subject to
acquisition by him upon exercise of outstanding options.
(10) Includes 19,313 shares not presently owned by Mr. Schwartz but subject
to acquisition by him upon exercise of outstanding options.
(11) See footnote 6 under "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,"
above.
(12) See footnote 7 under "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS,"
above.
3
<PAGE>
(13) Includes 3,277 shares as to which Mr. Winn shares voting and investment
power with his wife. Includes 23,175 shares not presently owned by Mr.
Winn but subject to acquisition by him upon exercise of outstanding
options.
(14) Includes 2,576 shares as to which Mr. Zafar shares voting and investment
power with his wife.
(15) Includes 193,866 shares subject to outstanding stock options held by
directors and officers which were exercisable on February 29, 1996 or
within 60 days of such date.
ELECTION OF DIRECTORS
The directors of the Corporation are divided into three classes, all
classes to be as nearly equal in number as possible, and ordinarily one class
is elected each year for a term of three years. At this Annual Meeting three
directors will be elected, to serve until the 1999 Annual Meeting of
Stockholders and until their respective successors are elected and qualify.
Unless otherwise specified, shares represented by proxies solicited hereby
will be voted for the election of LENORE J. GAYNOR, JERROLD F. GOODMAN AND
SHERMAN S. WINN, each to serve a three-year term.
NOMINEES FOR ELECTION
Set forth in the following table are the names of the nominees for
election as directors, and certain information regarding such persons. All
nominees have agreed to serve if elected. If for any reason not now known by
the Corporation any of said nominees should not be able to serve, the proxies
will be voted for a substitute nominee or nominees who will be designated by
the Board of Directors. The affirmative vote of a plurality of the total
votes cast is required for the election of directors. Subsidiaries of the
Corporation are indicated by italics.
<TABLE>
<CAPTION>
POSITIONS WITH THE CORPORATION
AND BUSINESS EXPERIENCE DIRECTOR TERM TO
NAME AND AGE DURING THE LAST FIVE YEARS SINCE EXPIRE
- -------------------- ------------------------------------------------------- ----------- ----------
<S> <C> <C> <C>
Lenore J. Gaynor(1) Director, JEFFERSON BANK OF FLORIDA; private investor. 1990 1999
Age: 67 Formerly: Director and Secretary, Gaynor and Company,
Inc., insurance.
Jerrold F. Goodman Director, JEFFERSON BANK OF FLORIDA; President, 1980 1999
Age: 64 Yablick Charities, Inc., private foundation; private
Member of the investor. Formerly: Director, JEFFERSON NATIONAL BANK
Compensation AT SUNNY ISLES.
Committee and the
Audit Committee
Sherman S. Winn Director, JEFFERSON BANK OF FLORIDA; Director, Greater 1979 1999
Age: 73 Miami Hotel and Motel Association; President,
Member of the Metro-Dade Sister Cities Program. Formerly:
Compensation Commissioner, Metro-Dade County; Executive Director,
Committee Greater Miami Hotel and Motel Association; Director,
JEFFERSON NATIONAL BANK AT SUNNY ISLES.
</TABLE>
(1) See "TRANSACTIONS INVOLVING MANAGEMENT," below.
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE
Set forth in the following table are the names of the directors whose
present terms of office will continue after the meeting, and certain
information regarding such persons. Subsidiaries of the Corporation are
indicated by italics.
<TABLE>
<CAPTION>
POSITIONS WITH THE CORPORATION
AND BUSINESS EXPERIENCE DIRECTOR TERM TO
NAME AND AGE DURING THE LAST FIVE YEARS SINCE EXPIRE
- --------------------- ------------------------------------------------------ ----------- ----------
<S> <C> <C> <C>
Arthur H. Chairman of the Board of Directors and President of 1969 1997
Courshon(1) the Corporation; Chairman of the Board of Directors,
Age: 75 JEFFERSON BANK OF FLORIDA; Partner, Courshon and
Member of the Courshon, attorneys; President, Arthur and Carol
Executive Committee Courshon Foundation, RDCO, Inc., technology, and
A.H.C.S.C. Inc. Formerly: Director, Susan Crane,
Inc., manufacturing; Chairman of the Board of
Directors of JEFFERSON NATIONAL BANK, JEFFERSON
NATIONAL BANK AT SUNNY ISLES, JEFFERSON BANK,
JEFFERSON REALTY CORP. AND JEFFERSON CAPITAL CORP.
David Fenton Director, JEFFERSON BANK OF FLORIDA; Realtor; 1979 1997
Age: 86 Trustee, Miami Beach Board of Realtors; Chairman,
Member of the Miami Beach Safety Committee.
Audit Committee
Norman M. Giller(1) Vice Chairman of the Board of Directors of the 1969 1998
Age: 78 Corporation and JEFFERSON BANK OF FLORIDA; Partner,
Member of the Norman M. Giller and Associates, architects and
Executive Committee planners, and Giller Building, realty. Formerly:
Director, JEFFERSON BANK; Vice Chairman of the Board
of Directors and President, JEFFERSON NATIONAL BANK
AT SUNNY ISLES.
Barton S. Goldberg Secretary and Treasurer of the Corporation; Director 1969 1998
Age: 62 and President, JEFFERSON BANK OF FLORIDA. Formerly:
Member of the Director and President, JEFFERSON BANK and JEFFERSON
Executive Committee REALTY CORP.; Director and Senior Vice President,
JEFFERSON NATIONAL BANK AT SUNNY ISLES; Director,
Regency Insurance Co., insurance, Regency Premium
Finance Co., financing, Tricounty Insurance Co.,
insurance agency, and Regency Brokerage Service,
Inc., insurance brokers.
Leonard H. Schwartz Director, JEFFERSON BANK OF FLORIDA; President, 1979 1997
Age: 54 Miklen Television, Inc., a television production
Member of the company, Brookdale Management Company, a financial
Audit Committee management company, and Brookdale Management Co.
South, a financial services company. Formerly:
Director, JEFFERSON BANK; President, Tres Palomas
Development Company, N.V., a real estate operation
and development company.
5
<PAGE>
POSITIONS WITH THE CORPORATION
AND BUSINESS EXPERIENCE DIRECTOR TERM TO
NAME AND AGE DURING THE LAST FIVE YEARS SINCE EXPIRE
- --------------------- ------------------------------------------------------ ----------- ----------
Antoine Turmel President, Les Placements Turan Inc., investments; 1994 1997
Age: 77 Director, Canada Development Investment Corp. and
Theatronics International Limited, developer of
equipment for medical technology.
Emily Vernon Limited partner, Marmi Ltd., investments; private 1985 1998
Age: 57 investor. Formerly: Director, JEFFERSON BANK;
Partner, Casablanca Hotel and Sherry Frontenac Hotel.
</TABLE>
(1) See "TRANSACTIONS INVOLVING MANAGEMENT," below.
During 1995, the Board of Directors met twelve times, its Audit Committee
met four times and its Compensation Committee met two times. All directors,
including officers, received $300 for each meeting of the Board of Directors
held in 1995. All directors except officers received an additional fee at the
annual rate of $15,000 and a $200 per-day fee for each committee meeting
attended. The Chairman of the Audit Committee received $400 per day for each
Audit Committee meeting attended. All directors of the Corporation attended
at least 75% of the aggregate meetings held in 1995 of the Board of Directors
and committees on which they served.
The Audit Committee meets with the Corporation's independent auditors to
review and approve the scope and results of audit services, reviews the
independence of the Corporation's auditors, reviews the scope and results of
the Corporation's internal accounting controls, considers the range of audit
fees and makes recommendations to the Board of Directors regarding the
engagement of the Corporation's independent auditors.
The Compensation Committee administers the Corporation's benefit plans
other than the Directors' Stock Option Plan. This committee meets to consider
the grant of stock options to key employees of the Corporation and its
subsidiaries pursuant to the Jefferson Bancorp 1983 and 1987 Stock Option
Plans, and the award of restricted stock to eligible participants under the
Jefferson Bancorp, Inc. Restricted Stock Plan. Other matters concerning
management compensation are considered by the entire Board of Directors.
The Corporation does not have a committee of directors concerned with the
selection of nominees for election as directors, a matter which is considered
by the entire Board of Directors.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information as to all compensation earned,
paid or payable for services rendered to the Corporation and its subsidiaries
during 1995 to the chief executive officer and each of the other executive
officers of the Corporation whose aggregate salary and bonus in 1995 exceeded
$100,000 (collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------------------- -------------------------------------
RESTRICTED STOCK
AWARD(S)(2)
-------------------------
ALL OTHER
NAME AND SALARY(1) BONUS NUMBER DOLLAR OPTIONS COMPENSATION(4)
PRINCIPAL POSITION YEAR ($) ($) OF SHARES VALUE(3) (#) ($)
- ----------------------- ------- ----------- --------- ------------ ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Arthur H. Courshon 1995 $229,221 $ 0 15,000 $202,500 0 $3,384
Chairman of the 1994 229,221 87,500 15,000 150,000 20,000 3,384
Board of Directors, 1993 229,498 87,500 15,000 150,000 0 282
President & Chief
Executive Officer
Norman M. Giller 1995 $104,671 $ 0 10,000 $135,000 0 $1,737
Vice Chairman 1994 104,671 25,000 10,000 100,000 16,000 1,737
of the Board 1993 105,348 25,000 10,000 100,000 0 145
of Directors
Barton S. Goldberg 1995 $219,100 $ 0 14,000 $189,000 0 $2,808
Director, Secretary 1994 219,100 68,250 14,000 140,000 12,000 5,118
and Treasurer 1993 219,377 68,250 14,000 140,000 0 150
Marc Lipsitz 1995 $148,990 $ 5,769 0 $ 0 0 $ 12
Senior Vice President 1994 139,269 10,000 0 0 5,000 3,462
and General Counsel 1993 66,481 5,000 0 0 5,000 0
Syed F. Zafar 1995 $101,731 $ 3,846 2,500 $ 33,750 0 $ 522
Senior Vice President 1994 91,731 30,000 2,500 25,000 5,000 1,890
and Comptroller 1993 83,302 25,000 2,500 25,000 0 31
</TABLE>
(1) Includes fees for service as a director.
(2) As of December 31, 1995, the aggregate number and value, respectively, of
shares of restricted stock held by each of the named individuals were as
follows: Mr. Courshon: 45,450-$613,575; Mr. Giller: 30,300-$409,050; Mr.
Goldberg: 42,420-$572,670; Mr. Lipsitz: 0-$0; Mr. Zafar:
7,575-$102,262.50. The restrictions on restricted stock lapse on the
third anniversary of the date of grant. Dividends on restricted stock are
paid to the stockholder.
(3) Represents the fair market value of one unrestricted share of Common
Stock on the last business day preceding the date of grant, multiplied by
the number of shares awarded. In 1995 that market value was $13.50 per
share; in 1994 and 1993 it was $10.00 per share.
(4) The amounts set forth in this column for 1995 represent premiums paid by
the Corporation on group term life insurance for the named individual.
There were no stock options granted to the Named Executive Officers during
the year ended December 31, 1995.
7
<PAGE>
The following table sets forth information as to the value realized by the
Named Executive Officers upon exercise of stock options and as to the value
as of December 31, 1995 of unexercised options held by each of them:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
---------------------- --------------------------
NUMBER OF
SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- -------------------- -------------- ----------- ---------------------- --------------------------
<S> <C> <C> <C> <C>
Arthur H. Courshon 0 $ 0 47,729 / 257 $208,059 / $1,284
Norman M. Giller .. 2,149 10,481 34,547 / 0 148,726 / 0
Barton S. Goldberg 0 0 39,748 / 0 179,112 / 0
Marc Lipsitz ....... 515 2,203 9,785 / 0 39,348 / 0
Syed F. Zafar ...... 6,149 38,062 11,595 / 0 50,377 / 0
</TABLE>
(1) Market Value of Common Stock as of December 31, 1995, minus the exercise
or base price.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION.
From the Corporation's inception one of its primary tenets has been the
preservation of its shareholders' capital, seeking income and long-term
growth only from a secure and safe base of high capitalization. This policy
has served the Corporation well in an era when the lure of short-term profits
has led to the collapse of a dismaying number of financial institutions in a
nationwide debacle of unprecedented magnitude. The incentive compensation
program is designed and administered within the framework of that tenet.
Growth in earnings is encouraged but only to the extent that it can be
attained without undue risk.
The Corporation's Restricted Stock Plan and stock option plans are
intended to foster closer identification with shareholders' interests on the
part of senior executives by promoting increased equity participation.
Longevity of service is encouraged by limiting participation in the
Restricted Stock Plan to executives who have been employed by the Corporation
or its subsidiaries for a minimum of five years, with eligibility for higher
awards dependent on longer service, so that the highest awards are available
only for executives who have been so employed for at least fifteen years.
Awards under the plan are subject to forfeiture if the grantee's employment
with the Corporation ends for any reason other than death, disability,
retirement or a change in control of the Corporation. Similarly, options
granted under the Corporation's stock option plans generally are
unexercisable unless the recipient remains in the employ of the Corporation
for at least six months after the date of grant, and the right to exercise is
lost upon the termination of the recipient's employment for any reason other
than death, disability or retirement.
8
<PAGE>
In determining the aggregate compensation of the chief executive officer
for 1995, the Compensation Committee recognized that the Corporation's
consolidated net income and consolidated operating income both declined, due
primarily to the nonrecurring extraordinary charge related to the sale of the
Sea Club Hotel. However, the Committee also took into account the fact that
under his direction the Corporation's capital ratio remained in the
industry's highest percentage category, exceeding all governmental
requirements, while stockholders' equity and consolidated operating income
before that extraordinary charge and income taxes both increased markedly.
Respectfully submitted,
THE COMPENSATION COMMITTEE:
Sherman S. Winn, Chairman
Louis Harris
Jerrold F. Goodman
9
<PAGE>
PERFORMANCE GRAPH
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
JEFFERSON BANCORP INC.
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
Produced on 02/21/96 including data to 12/29/95
Legend
<TABLE>
<CAPTION>
CRSP TOTAL RETURNS INDEX FOR: 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- ----------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
JEFFERSON BANCORP INC. 100.0 93.9 108.1 139.6 150.8 209.2
Nasdaq Stock Market (US Companies) 100.0 160.5 186.9 214.5 209.7 296.5
Self-Determined Peer Group 100.0 129.8 193.7 283.5 387.7 502.7
</TABLE>
<TABLE>
<CAPTION>
COMPANIES IN THE SELF-DETERMINED PEER GROUP
<S> <C>
FIRST OAK BROOK BANCSHARES INC GATEWAY BANCORP INC
GOLDENBANKS OF COLORADO INC INDIANA UNITED BANCORP
N F S FINANCIAL CORP NORWICH FINANCIAL CORP
U F BANCORP INC
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/90.
10
<PAGE>
The self-determined peer group used in the performance graph consists of
the seven bank holding companies identified in the legend. These companies
were selected by the Corporation from among bank holding companies the stock
of which is traded on NASDAQ, and with a market capitalization similar to
that of the Corporation.
DIRECTORS' AND EXECUTIVES' SEVERANCE AND RETIREMENT PLANS
Prior to 1994 the Corporation maintained a severance plan which provided
for payments to senior officers of the Corporation and its subsidiaries upon
termination of their employment during a one-year period following a Change
in Control (as defined below) of the Corporation. Effective January 1, 1994,
that plan was renamed the Jefferson Bancorp, Inc. Directors' and Executives'
Severance and Retirement Plan and was amended to provide for cash payments to
directors and senior officers of the Corporation upon a Change in Control,
whether or not their employment is terminated as a result thereof, or upon
their retirement. The Corporation's two banking subsidiaries each adopted
substantially identical plans covering their own directors and senior
officers. The Corporation's plan and those of its banking subsidiaries are
hereinafter referred to collectively as the "Severance and Retirement Plans."
The persons eligible to receive benefits under the Severance and
Retirement Plans are the non- employee directors of the Corporation, the
Chairman of the Board, the President, the Vice Chairman, the
Secretary-Treasurer, all Executive Vice Presidents, the Counsel, the
Comptroller and all Senior Vice Presidents of the Corporation and of each of
its subsidiaries, provided that such directors have served the Corporation or
a subsidiary as such, and such officers have been employed by the Corporation
or a subsidiary (in either event, "Eligibility Service"), for five years or
more (at which time such directors and officers become "Participants").
Benefits under the Severance and Retirement Plans are based on the length of
Eligibility Service and the Participant's "Last Base Salary," defined as all
compensation received by the Participant for services rendered to the
Corporation and its subsidiaries for the calendar year immediately preceding
the year in which the Participant retires or the Change in Control takes
place (except for Participants who have attained the age of 60 and have 25 or
more years of Eligibility Service, in which case the year is the one in which
such Participant's compensation was highest, among the last five years next
preceding the year in which such retirement or Change in Control takes
place). While benefits to the Participant under the combined Severance and
Retirement Plans are based upon his aggregate compensation for services to
the Corporation and its subsidiaries, the responsibility for paying such
benefits is divided among the Corporation and its subsidiaries in the
respective proportions in which the expense for such compensation was
allocated to them in their financial records. For this purpose such
compensation previously allocated to a subsidiary which has since been
divested shall be deemed to have been allocated to the Corporation.
Upon the retirement of a Participant at his Normal Retirement Date (i.e.,
the later of January 1, 1999 or his 65th birthday) or upon a Change in
Control of the Corporation, the Severance and Retirement Plans provide in the
aggregate for payments to the Participant equal to (a) such Participant's
Last Base Salary if he has five years of Eligibility Service, but less than
ten; (b) two times such Participant's Last Base Salary if he has ten years of
Eligibility Service, but less than fifteen; or (c) three times such
Participant's Last Base Salary if he has fifteen years or more of Eligibility
Service. For purposes of the Severance and Retirement Plans, "Change in
Control" of the Corporation means a change in control of a nature required to
be reported by the Corporation in a filing with the Securities and Exchange
Commission. Such a change in control shall be deemed to have occurred if and
when (a) any person is or becomes a beneficial owner, directly or indirectly,
of securities of the Corporation representing 40 percent or more of the
combined voting power of the Corporation's then outstanding securities, or
(b) individuals who were members of the Board of Directors of the Corporation
immediately prior to a meeting of the stockholders of the Corporation
involving a contest for the election of directors do not constitute a
majority of the Board of Directors following such election.
11
<PAGE>
Except as otherwise specified in the Participant's salary continuation
agreement described below, retirement benefits under the Severance and
Retirement Plans vest yearly and ratably, while the Participant remains a
Participant, over a period of years commencing on the later of the date upon
which he becomes eligible for participation in the Plans or January 1, 1994
and terminate on his Normal Retirement Date; for example, a Participant who
became eligible for participation in the Plans prior to January 1, 1994 and
whose Normal Retirement Date is January 1, 1999 became vested in 20% of his
retirement benefits on January 1, 1995 and shall become vested in an
additional 20% each January 1 thereafter until he becomes fully vested on his
Normal Retirement Date. In the event that he ceases to be a Participant prior
to his retirement and prior to a Change in Control of the Corporation, his
vested benefits shall be paid to him on his Normal Retirement Date.
Each Participant in the Severance and Retirement Plans enters into a
salary continuation agreement with the Corporation or the subsidiary which
sponsors the Plan, in which he specifies whether he elects to have benefits
under the Plan paid to him in a lump sum or over a period of months set forth
in the agreement, not to exceed 180. Monthly payments shall be in an amount
which will amortize the benefit amount over the number of months so set forth
at an annual interest rate, compounded monthly, which is not in excess of the
base rate of Jefferson Bank of Florida on the effective date of the
agreement. Neither the salary continuation agreement nor the Severance and
Retirement Plans constitute an employment policy or contract or retainer
agreement, or confer upon the Participant the right to remain an employee or
director of the Corporation or subsidiary in question.
The Corporation and its banking subsidiaries maintain Death and Disability
Benefit Plans pursuant to which Participants who die or become disabled while
serving as a director or employee are eligible to receive benefits similar to
those they would have received under the Severance and Retirement Plans had
they retired on the date of death or disability. It is intended that benefits
under the Severance and Retirement Plans and benefits under the Death and
Disability Benefit Plans are to be mutually exclusive, not duplicative; for
example, if a Participant receives benefits under the Death and Disability
Benefit Plan by virtue of his Disability, as defined therein, he shall no
longer be eligible for benefits under the Severance and Retirement Plans. It
is also intended that retirement benefits under the Severance and Retirement
Plans and benefits payable thereunder upon a Change in Control of the
Corporation are to be mutually exclusive, not duplicative; for example, a
Participant who receives benefits under the Plans by virtue of a Change in
Control will no longer be eligible to receive retirement benefits under the
Plans.
As of February 29, 1996, nine directors and nine senior officers of the
Corporation and its subsidiaries, including four of the Named Executive
Officers, were eligible to participate in the Severance and Retirement Plans,
having then completed at least five years of Eligibility Service with the
Corporation or its subsidiaries, as the case may be. As of that date, Messrs.
Courshon, Giller, Goldberg, Lipsitz and Zafar were credited with 27, 27, 27,
2 and 17 years of Eligibility Service, respectively, under the Severance and
Retirement Plans. As of such date, no benefits had been paid to the
Corporation's Named Executive Officers under the Plans.
ADOPTION OF 1996 RESTRICTED STOCK PLAN
In 1989 the Corporation adopted the Jefferson Bancorp, Inc. Restricted
Stock Plan, which has proved to be an effective vehicle for the Corporation
in attracting and retaining skilled executives. However, few shares under
that plan remain available for grant, and effective May 1, 1996 the Board of
Directors of the Corporation has therefore adopted a substantially identical
plan entitled the Jefferson Bancorp 1996 Restricted Stock Plan (the "1996
Plan"), subject to approval by the stockholders. The following summary of the
1996 Plan is qualified in its entirety by reference to the text of the plan
itself, a copy of which is attached as Appendix A.
12
<PAGE>
An aggregate of not more than 300,000 shares of Common Stock will be
available for awards under the 1996 Plan. Such shares may be authorized but
unissued shares, shares held in the Corporation's treasury, or both. Shares
so awarded and subsequently forfeited will be available for subsequent
awards.
The Compensation Committee, no member of which is eligible for an award
under the plan, shall have full authority to interpret and administer the
1996 Plan. The persons eligible to receive restricted stock awards are the
Chairman of the Board, the President, the Vice Chairman, the
Secretary-Treasurer, all Executive Vice Presidents, the Counsel, the
Comptroller and all Senior Vice Presidents of the Corporation and each of its
subsidiaries, provided that such officers have been employed by the
Corporation or a subsidiary for five years or more at the time of the award.
As of February 29, 1996 nine senior officers of the Corporation and its
subsidiaries, including four of the Named Executive Officers, would have been
eligible to participate in the 1996 Plan, having then completed at least five
years of eligible employment. As of that date, Messrs. Courshon, Giller,
Goldberg, Lipsitz and Zafar had completed 27, 27, 27, 2 and 17 years of
eligible employment, respectively. If the 1996 Plan is approved by the
stockholders, the Board of Directors, acting only on the recommendation of
the Compensation Committee, will be empowered to determine the particular
participants to whom awards are to be made from time to time and to grant to
each such participant, once each calendar year, a number of shares of Common
Stock determined by dividing the fair market value of one share of Common
Stock on the last business day preceding the date of grant into an amount
equal to (i) such participant's Last Base Salary (as defined below), if he
has been employed at the time of grant for fifteen years or more; (ii)
two-thirds of such participant's Last Base Salary, if he has been so employed
for at least ten years but less than fifteen years; or (iii) one-third of
such participant's Last Base Salary, if he has been so employed for at least
five years but less than ten years; provided that no participant may be
awarded more than 20,000 shares in any calendar year.
For the purposes of the 1996 Plan, "Last Base Salary" means all
compensation received by a participant for services rendered to the
Corporation and its subsidiaries for the calendar year immediately preceding
the year of grant.
All Common Stock granted under the 1996 Plan will be subject to a
restriction preventing its sale, transfer, pledge or other encumbrance until
the earliest to occur of the following events, at which time such restriction
will lapse: (i) the participant's death or disability (as defined in the 1996
Plan) while in the employ of the Corporation or its subsidiaries or while
retired therefrom with the consent of the Corporation, (ii) the third
anniversary of the date of grant, or (iii) a Change in Control of the
Corporation. If prior to the lapse of such restrictions the employee is
discharged from the employ of the Corporation and its subsidiaries, with or
without cause, or if he leaves such employ for any reason other than his
retirement with the consent of the Corporation, the shares covered by the
grant to him shall be forfeited to the Corporation. Until the shares covered
by the grant to him are so forfeited or said restriction lapses, the
participant may vote the shares and shall receive all cash dividends paid
thereon; until such time, all shares of stock issued as dividends on such
shares or as a result of splits thereof shall be subject to the same
restriction applicable to the original shares. A "Change in Control" of the
Corporation under the 1996 Plan is defined therein in the same manner as in
the Directors' and Executives' Severance and Retirement Plans, which are
described later in this Proxy Statement.
The Board of Directors may in its discretion require each participant, as
a condition precedent to his receipt of shares of Common Stock granted under
the 1996 Plan, to deliver to the Corporation (i) a written representation
that such shares are to be acquired for investment and not for resale or with
a view to the distribution thereof, (ii) an acknowledgment that such shares
cannot be transferred, even after the restriction described in the paragraph
immediately above has lapsed, in the absence of a written opinion of counsel
satisfactory to the Corporation to the effect that such transfer can legally
be effected without registration under the Securities Act of 1993, as
amended, and (iii) a written consent to the placing of a legend to the
foregoing effect on the certificates representing such shares. Such
13
<PAGE>
certificates shall be held in escrow by the Corporation, accompanied by a
stock power endorsed by the participant in blank, until such time as the
restriction described in the paragraph immediately above has lapsed, at which
time they will be delivered to the participant or the executor or
administrator of his estate.
The number of shares of Common Stock available for grant under the 1996
Plan is subject to adjustment for capital changes such as stock dividends,
stock splits and recapitalization, in order to prevent substantial dilution
or enlargement of the rights granted to, or available for, participants in
the 1996 Plan.
The following table sets forth the maximum awards which could be received
in 1996 by eligible participants in the 1996 Plan, assuming that the
Compensation Committee recommended that each participant receive the maximum
award possible and that the Board of Directors granted such awards.
For purposes of comparison the actual awards made in the past three years
under the existing plan, which has an identical formula for awards, is also
set forth.
<TABLE>
<CAPTION>
1996 PLAN EXISTING PLAN
----------------------------------- -----------------------------------
MAXIMUM AWARDS POSSIBLE ACTUAL AWARDS MADE
----------------------------------- -----------------------------------
NAME AND POSITION YEAR NUMBER OF SHARES DOLLAR VALUE(1) NUMBER OF SHARES DOLLAR VALUE(1)
- -------------------------- ------- ----------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Arthur H. Courshon 1996 20,000 $ 280,000
Chairman of the 1995 15,000 $202,500
Board of Directors, 1994 15,000 150,000
President and Chief 1993 15,000 150,000
Executive Officer
Norman M. Giller 1996 17,243 $ 241,408
Vice Chairman 1995 10,000 $135,000
of the Board 1994 10,000 100,000
of Directors 1993 10,000 100,000
Barton S. Goldberg 1996 20,000 $ 280,000
Director, Secretary 1995 14,000 $189,000
and Treasurer 1994 14,000 140,000
1993 14,000 140,000
Syed F. Zafar 1996 9,989 $ 139,849
Senior Vice President 1995 2,500 $ 33,750
& Comptroller 1994 2,500 25,000
1993 2,500 25,000
All Eligible Participants 1996 102,783 $1,438,960
as a Group 1995 44,000 $594,000
1994 44,000 415,000
1993 44,000 415,000
</TABLE>
(1) Represents the fair market value of one unrestricted share of Common
Stock on the last business day preceding the date of grant, multiplied by
the number of shares awarded. In the case of the hypothetical awards
under the 1996 Plan, that market value was assumed to be $14 per share;
for the actual awards in 1995 it was $13.50 per share, and for the awards
in 1994 and 1993 it was $10.00 per share.
If adopted by the stockholders, the 1996 Plan shall continue in force
until terminated by the Board of Directors of the Corporation, which may
amend or terminate the Plan at any time, provided that no such amendment or
termination shall deprive any participant or his or her beneficiaries of any
rights with respect to shares of Common Stock subject to grants theretofore
made.
14
<PAGE>
An affirmative vote by the holders of a majority of the shares of Common
Stock present and voting at the meeting is required to ratify the adoption of
the 1996 Plan. The Board of Directors recommends a vote in favor of such
ratification.
COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than ten
percent of the Corporation's Common Stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the
National Association of Securities Dealers. Officers, directors and
beneficial owners of greater than ten percent of the Corporation's Common
Stock are required by regulation to furnish the Corporation with copies of
all Section 16(a) forms they file.
The Corporation has concluded, based solely on a review of the copies of
the Section 16(a) report forms furnished to the Corporation, that with
respect to the period from January 1, 1995 through December 31, 1995 all such
forms were filed in a timely manner by the Corporation's officers, directors
and greater than ten-percent beneficial owners.
TRANSACTIONS INVOLVING MANAGEMENT
During 1995 certain directors and officers of the Corporation,
corporations of which they were directors, officers or both, partnerships of
which they were members, proprietorships of which they were owners, and
members of their immediate families were customers of, or had transactions
with, the Corporation and the Corporation's subsidiary banks in the ordinary
course of business. Additional transactions may be expected to take place in
the ordinary course of business in the future. All loans and commitments
included in such transactions were made 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
normal risk of collectibility or present other unfavorable features to the
Corporation.
Jefferson Bank of Florida leases office space from Giller Building, a
partnership of which Norman M. Giller, a director and officer of the
Corporation and an owner of more than five percent of the issued and
outstanding Common Stock of the Corporation, is a general partner. The lease
provides for an annual rental of approximately $36,850 which in 1995
constituted approximately 5 percent of the annual gross revenues of the
partnership. The terms of the lease were at least as favorable to the
Corporation as those which might be obtained from an unaffiliated party.
The Corporation's insurance agency is Gaynor and Company, Inc. David J.
Gaynor, the son of Lenore J. Gaynor, is the sole stockholder of Gaynor and
Company, Inc. Mrs. Gaynor is a director of the Corporation and a beneficial
owner of more than five percent of the issued and outstanding Common Stock of
the Corporation.
With respect to property and casualty insurance, premium payments made by
the Corporation to Gaynor and Company, Inc. aggregated approximately $269,177
in 1995, of which approximately $34,799 was retained by Gaynor and Company,
Inc. as gross commissions. Gaynor and Company, Inc. also received
approximately $15,936 in gross commissions earned as agent with respect to
the Corporation's 401(k), group life, health and disability insurance plans.
Additionally, Gaynor and Company, Inc. received from JR Hotel Corp., a
subsidiary of Jefferson Bank, one of the Corporation's banking subsidiaries,
approximately $49,878 in premiums with respect to property and casualty
insurance
15
<PAGE>
covering Sea Club Hotel, which is owned and operated by JR Hotel Corp.
Approximately $3,825 of this amount was retained as gross commissions. The
terms of the transactions with Gaynor and Company, Inc. were at least as
favorable to the Corporation and its subsidiary as those which might be
obtained from an unaffiliated party.
Jack R. Courshon is the brother of Arthur H. Courshon, who is a director
and executive officer of the Corporation and the beneficial owner of more
than five percent of the issued and outstanding Common Stock of the
Corporation. Jack R. Courshon renders services as a consultant to the
Corporation and as Assistant to the Chairman. From January 1, 1995 through
March 27, 1996, Mr. Courshon received $93,065 in compensation for his
services to the Corporation. The terms of Mr. Courshon's consulting agreement
with the Corporation, which is terminable at will by either party, are at
least as favorable to the Corporation as those which might be obtained from
an unaffiliated party.
The law firm of Courshon and Courshon, of which Arthur H. Courshon, who is
a director and an executive officer of the Corporation, is a partner,
provides legal services, from time to time, to the Corporation's banking
subsidiaries in connection with the closing of loan transactions secured by
mortgages. The borrower pays the legal fees incurred by the bank. The law
firm also arranges for title insurance in connection with these transactions,
with premiums being paid to the firm by the borrower. In 1995, the amount
received by the law firm totalled approximately $3,203, most of which
represented insurance premiums and attorneys' title fees. It is expected that
Courshon and Courshon will continue to provide such services to the banking
subsidiaries in the future.
ANNUAL REPORT AND FINANCIAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1995, containing audited consolidated financial statements of
the Corporation and its subsidiaries for the past two fiscal years, has been
enclosed with this Proxy Statement.
SELECTION OF AUDITORS
On February 20, 1996 the Board of Directors of the Corporation, on the
recommendation of its Audit Committee, appointed the accounting firm of
Deloitte & Touche LLP as the independent auditors of the Corporation for its
fiscal year ending December 31, 1996. This firm (including its predecessor,
Deloitte Haskins & Sells) has served in the same capacity since 1970, has no
financial interest of any kind in the Corporation and has no other connection
with the Corporation except for providing occasional management consultation
services.
A representative of Deloitte & Touche LLP is expected to be present at the
1996 Annual Meeting of Stockholders; he will have an opportunity to make a
statement if he desires to do so and will be available to respond to
appropriate questions from any stockholders.
DATE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended for submission at the 1997 Annual Meeting
of Stockholders must be received by the Corporation at its principal
executive offices, 301 Arthur Godfrey Road, Miami Beach, Florida 33140, no
later than December 2, 1996 to be eligible for inclusion in the Corporation's
proxy statement and form of proxy relating to the 1997 Annual Meeting of
Stockholders.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy intend to vote
the shares represented by such proxy in accordance with their best judgment.
16
<PAGE>
The Corporation will bear the cost of soliciting proxies on behalf of the
Board of Directors. In addition to solicitation by mail, proxies may be
solicited by officers and regular employees of the Corporation, personally or
by telephone or telegraph. The Corporation will request banks, brokers and
other nominees, custodians and fiduciaries to forward proxy material to the
beneficial owners and to seek instructions with respect to the execution of
proxies, and the Corporation will reimburse them for their expenses in this
connection.
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY
By Order of the Board of Directors,
BARTON S. GOLDBERG
Secretary
Miami Beach, Florida
April 1, 1996
17
<PAGE>
APPENDIX A
JEFFERSON BANCORP, INC. 1996
RESTRICTED STOCK PLAN
SECTION 1. PURPOSE. The purpose of the Jefferson Bancorp 1996 Restricted
Stock Plan (the "Plan") is to aid Jefferson Bancorp, Inc. (the "Corporation")
and its Subsidiaries in their efforts to attract persons of ability as key
executives and to motivate such persons to remain as such executives and to
the exert their best efforts on behalf of the Corporation and its
Subsidiaries.
SECTION 2. ELIGIBILITY. The persons eligible to receive benefits under the
Plan are the Chairman of the Board and President, the Vice Chairman, the
Secretary-Treasurer, all Executive Vice Presidents, the Counsel, the
Comptroller and all Senior Vice Presidents of the Corporation and of each of
the Subsidiaries, provided that such officers have been employed by the
Corporation or a Subsidiary for five years or more ("Participants").
SECTION 3. SHARES SUBJECT TO THE PLAN. The Board of Directors of the
Corporation, acting only on the recommendation of its Compensation Committee,
may grant to Participants from time to time an aggregate of not more than
300,000 shares of the common stock of the Corporation ($1.00 par value per
share) (the "Common Stock"), subject to the restrictions and limitations
hereinafter set forth. There shall be reserved from the Corporation's
authorized but unissued shares, from shares held in its treasury, or from
both, an aggregate of 300,000 such shares for grants under the Plan. If any
shares so granted are forfeited to the Corporation, as provided in Section
5(d) below, the shares so forfeited may thereafter be granted again.
SECTION 4. ADMINISTRATION. The Compensation Committee of the Board of
Directors of the Corporation (the "Committee"), consisting of not less than
three nor more than five members appointed by the Board, shall have full and
sole authority to administer the Plan. The Committee shall keep minutes of
its meetings and of the action taken by it without a meeting. A majority of
the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved
by the unanimous written consent of the members of the Committee without a
meeting, shall be the acts of the Committee. Each member of the Committee
shall be a member of the Board who is not eligible to receive any grant under
the Plan. Any vacancy occurring in the membership of the Committee shall be
filled by appointment by the Board.
The Committee shall have full authority to interpret the Plan, prescribe,
amend and rescind any rules and regulations necessary or appropriate for the
administration of the Plan, and make such other determinations and take such
other actions it deems necessary or advisable, except as otherwise expressly
reserved to the Board of Directors in the Plan. Without limiting the
generality of the foregoing sentence, The Committee may, in its discretion,
treat all or any portion of any period during which a Participant is on
military service or on an approved leave of absence from the Corporation as a
period of employment of such Participant by the Corporation for purposes of
accrual of his rights under the Plan. Any interpretation, determination or
other action made or taken by the Committee shall be final, binding and
conclusive.
SECTION 5. CONDITIONS AND RESTRICTIONS OF GRANTS. (a) The Board of
Directors in its discretion may, once in each calendar year, grant to each
Participant a number of shares of Common Stock on the last business day
preceding the date of grant into an amount equal to (i) such Participant's
Last Base Salary , if he has been so employed for fifteen years or more, (ii)
two-thirds of such Participant's Last Base Salary, if he has been so employed
for ten years, but less than fifteen; or (iii) one-third of such
Participant's Last Base Salary, if he has been so employed for five years,
but less than ten; provided that no participant may be awarded more than
20,000 shares in any calendar year.
A-1
<PAGE>
(b) For the purposes of the Plan, the "Fair Market Value" of one share of
Common Stock shall be equal to the mean between the high bid and low asked
prices of the Common Stock as listed in the pink sheets.
(c) For the purposes of the Plan, "Last Base Salary" shall mean all
compensation received by the Participant for services rendered to the
Corporation and its Subsidiaries for the calendar year next preceding the
year of grant, as such compensation is reflected on the Participant's W-2 or
1099 forms from the Corporation and its subsidiaries.
(d) All shares of Common Stock granted under the Plan shall be subject to
the restriction that they may not be sold, assigned or otherwise transferred,
pledged or otherwise encumbered, until the earliest to occur of the following
events, at which time such restriction will lapse: (i) the Participant's
death or Disability while in the employ of the Corporation or its
Subsidiaries or while retired therefrom with the consent of the Corporation,
(ii) the third anniversary of the date of grant, or (iii) a Change in Control
of the Corporation. If prior to the lapse of such restrictions the
Participant is discharged from the employ of the Corporation and its
Subsidiaries, with or without cause, or if he leaves such employ for any
reason other than his retirement with the consent of the Corporation, the
shares covered by the grant to him shall be forfeited to the Corporation.
Until the shares covered by the grant to him are so forfeited or said
restriction lapses, the Participant may vote the shares and shall receive all
cash dividends paid thereon; until such time, all shares of stock issued as
dividends on such shares or as a results of splits thereof shall be subject
to the same restriction applicable to the original shares.
(e) For the purposes of the Plan, "Disability" shall mean an illness or
injury as a result of which the Participant is unable to engage in his
occupation with the Corporation for a period of not less than three
consecutive months and, in the judgment of the Committee, will continue to be
unable, for the remainder of his life, to engage in that occupation.
(f) For the purposes of the Plan, the term "Change in Control of the
Corporation" shall mean a change in control of a nature that would be
required to be reported in response to Item 1 of Form 8-K promulgated under
the Securities Exchange Act of 1934 as in effect on the date of this
Agreement; provided that, without limitation, such change in control shall be
deemed to have occurred if and when (A) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or
becomes a beneficial owner, directly or indirectly, of securities of the
Corporation representing 40 percent or more of the combined voting power of
the Corporation's then outstanding securities, or (B) individuals who were
members of the Board of Directors of the Corporation immediately prior to a
meeting of the shareholders of the Corporation involving a contest for the
election of directors shall not constitute a majority of the Board of
Directors following such election.
(g) The consideration for the issuance of the shares of Common Stock
granted under the Plan shall be the past services of the Participants to the
Corporation and its Subsidiaries, which consideration shall be assigned a
value by the Board of Directors in the resolutions authorizing the grants.
All such shares when issued shall be deemed to be fully paid and
non-assessable.
(h) The Board of Directors may in its discretion require each Participant,
as a condition precedent to his receipt of shares of Common Stock granted
under the Plan, to deliver to the Corporation (i) a written representation
that such shares are to be acquired for investment and not for resale or with
a view to the distribution thereof, (ii) an acknowledgment that such shares
cannot be transferred, even after the restriction described in Section 5(d)
above has lapsed, in the absence of a written opinion of counsel satisfactory
to the Corporation to the effect that such transfer can legally be effected
without registration under the Securities Act of 1933, as amended, and (iii)
a written consent to the placing of a legend to the foregoing effect on the
certificates representing such shares. Such certificates shall be held in
escrow by the Corporation, accompanied by a stock power endorsed by the
Participant in blank, until
A-2
<PAGE>
such time as the restriction described in Section 5(d) above has lapsed, at
which time they will be delivered to the Participant or the executor or
administrator of his estate.
(i) In the event of any change in the Common Stock by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or rights offering to purchase Common
Stock at a price substantially below fair market value, or of any similar
change affecting the Common Stock, the number and kind of shares which
thereafter may be granted under the Plan shall be appropriately adjusted
consistent with such change in such manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants in the Plan.
(j) Neither the Plan nor any grant thereunder shall confer upon any
Participant any right with respect to the continuation of his employment by
the Corporation or any of its Subsidiaries, or interfere in any way with the
right of the Corporation or any of its Subsidiaries by which a Participant is
employed to terminate his employment at any time, with or without cause.
SECTION 6. AMENDMENT; TERMINATION. The Board of Directors may amend or
terminate the Plan, with prospective or retroactive effect; provided,
however, that no such amendment or termination shall deprive any Participant
or his beneficiaries of any rights with respect to shares of Common Stock
subject to grants theretofore made.
SECTION 7. EFFECTIVE DATE; GOVERNING LAW. The Plan is effective as of May
1, 1996 and will continue in force until terminated by the Board. It shall be
construed and enforced in accordance with the laws of the State of Florida.
A-3
<PAGE>
JEFFERSON BANCORP, INC.
SUPPLEMENTAL INFORMATION PURSUANT TO
SCHEDULE 14A, ITEM 10(b)(2), INSTRUCTION 5
Registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the shares issuable pursuant to the Jefferson Bancorp 1996 Restricted
Stock Plan is not contemplated, because the plan is a non-volitional,
non-contributory bonus plan, awards under which do not involve an investment
decision. See SEC Release 6188; Securities Act Sec. 4(2).
<PAGE>
JEFFERSON BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 1996
The undersigned hereby appoints ARTHUR H. COURSHON, NORMAN M. GILLER and
BARTON S. GOLDBERG, and each of them, proxies with full power of substitution to
vote all shares of Common Stock of JEFFERSON BANCORP, INC. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders of JEFFERSON BANCORP,
INC. to be held on Tuesday, April 23, 1996 and at any adjournment thereof, as
designated below with respect to the election of three directors and the
proposal to ratify adoption of the Jefferson Bancorp 1996 Restricted Stock Plan
and, in the discretion of such proxies, with respect to such other matters as
may properly come before the meeting, hereby revoking any proxy heretofore
given.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Annual Meeting.
<TABLE>
<CAPTION>
WITHHOLD AUTHORITY
FOR AGAINST TO VOTE FOR THE
THE NOMINEE THE NOMINEE NOMINEE
<S> <C> <C> <C>
I. Election of Directors
LENORE J. GAYNOR [ ] [ ] [ ]
JERROLD F. GOODMAN [ ] [ ] [ ]
SHERMAN S. WINN [ ] [ ] [ ]
</TABLE>
II. Proposal to ratify adoption of the Jefferson Bancorp 1996 Restricted Stock
Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(PLEASE MARK, SIGN AND DATE ON REVERSE SIDE AND
RETURN IN THE ENCLOSED ENVELOPE.)
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This proxy will be voted as directed on the reverse side by the undersigned
stockholder. The Board of Directors recommends a vote FOR the election of each
nominee above named, and if no direction is made, this proxy will be voted FOR
the election of each nominee. The Board of Directors also recommends a vote FOR
the proposal to ratify adoption of the Jefferson Bancorp 1996 Restricted Stock
Plan, and if no direction is made, this proxy will be voted FOR such proposal.
Number of shares owned ________________
Dated: __________________________, 1996
(X) ___________________________________
(X) ___________________________________
(PLEASE DATE AND SIGN EXACTLY AS
INDICATED. FOR JOINT ACCOUNTS, EACH
JOINT OWNER SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, OR FOR A
CORPORATION, PLEASE GIVE YOUR FULL
TITLE.)
Unless the date has been inserted above, the proxy shall be deemed to be
dated for all purposes as of the date on which it is received by Jefferson
Bancorp, Inc.
(PLEASE MARK, DATE AND SIGN AND RETURN IN THE ENCLOSED ENVELOPE.)
