<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
United Financial Banking Companies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5. Total Fee Paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
--------------------------
2. Form, Schedule or Registration Statement No.:
--------------------------
3 Filing Party:
--------------------------
4. Date Filed:
--------------------------
<PAGE>
UNITED FINANCIAL BANKING COMPANIES, INC.
8399 Leesburg Pike
Vienna, Virginia 22182
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of United Financial Banking Companies,
Inc. (the "Company") will be held at the McLean Community Center, 1234 Ingleside
Avenue, McLean, Virginia on Friday, June 2, 2000, at 10:00 a.m. for the
following purposes:
(1) To elect two (2) Class 1 Directors
(2) To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
Only holders of shares of Common Stock of record at the close of business
on March 31, 2000 shall be entitled to vote at the Meeting.
Please sign and promptly mail the enclosed proxy to ensure the presence of
a quorum at the Meeting.
By Order of the Board of Directors,
/s/ LISA M. PORTER
Lisa M. Porter
Corporate Secretary
April 28, 2000
Please sign, date and return your proxy promptly, whether or not you plan
to attend the Meeting in person. No postage is required if mailed in the
United States in the enclosed envelope. If you attend the Meeting, you may,
if you desire, revoke your proxy and vote in person.
<PAGE>
UNITED FINANCIAL BANKING COMPANIES, INC.
Executive Offices
8399 Leesburg Pike
Vienna, Virginia 22182
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held June 2, 2000
GENERAL
This Proxy Statement and accompanying form of proxy, mailed to shareholders
on or about May 4, 2000, are furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of United Financial
Banking Companies, Inc. (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting") to be held at 10:00 a.m. on Friday, June 2, 2000,
at the McLean Community Center, 1234 Ingleside Avenue, McLean, Virginia, and at
any adjournment thereof. The cost of soliciting proxies in the accompanying form
will be borne by the Company. In addition to solicitation by mail, the Company
will request banks, brokers and other custodians, nominees and fiduciaries to
send proxy materials to the beneficial owners and to secure their voting
instructions, if necessary. The Company, upon request, will reimburse them for
their expenses in so doing. Directors, officers and regular employees of the
Company may solicit proxies personally, by telephone or by telecopy, from some
shareholders if proxies are not received promptly. Such persons will not receive
any additional compensation for such solicitation.
The Board has fixed the close of business on March 31, 2000, as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Meeting (the "Record Date").
A proxy in the accompanying form which is properly signed and returned and
not revoked will be voted in accordance with instructions contained therein.
Shares represented by proxies for which no instruction is given will be voted
FOR the election of the nominees for directors specified herein and in the
discretion of the holders of the proxies on all other matters properly brought
before the Meeting and any adjournment or postponement thereof. The judges of
election appointed for the Meeting will determine the presence of a quorum and
will tabulate the votes cast at the Meeting. Abstentions will be treated as
present for purposes of determining a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the vote of shareholders. If
a broker indicates that he or she does not have discretionary authority to vote
any shares of Common Stock as to a particular matter, such shares will be
treated as present for general quorum purposes, but will not be considered as
present or voted with respect to such matter.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by executing another proxy or by appearing at the Meeting and voting
in person.
The Company's Annual Report to Shareholders for the year ended December 31,
1999, is being sent to all shareholders with this Proxy Statement. Said Report
is not to be considered a part of the proxy solicitation materials.
At the Annual Meeting, each of the Company's outstanding shares of Common
Stock will be entitled to one vote on all matters submitted to the shareholders.
There are no cumulative voting rights. On the Record Date, there were 1,001,499
shares of Common Stock outstanding, held by approximately 425 shareholders of
record.
1
<PAGE>
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide for the Board of
Directors to be divided into three classes, as nearly equal in number as
possible. Each class serves for a term of three years, with one class being
elected each year. The Articles also provide that a vacancy on the Board of
Directors shall be filled by a vote of the majority of the remaining directors,
even if the remaining number of directors may be less than a quorum. The
successor director selected by the remaining directors serves only until the
next Annual Meeting of Shareholders, at which time the shareholders elect a
successor director to serve for the remaining portion of that director's
three-year term.
At the 2000 Annual Meeting, two (2) Class 1 directors will be elected to
serve until the 2003 Annual Meeting of Shareholders and until their successors
are elected and qualified. Manuel V. Fernandez and William J. McCormick, Jr. are
the nominees for election as Class 1 directors. These nominees have previously
been elected as directors by the shareholders of the Company. The Board
recommends that the nominees named above be elected. Proxies received will be
voted FOR the election of the nominees, unless marked to the contrary. A
shareholder who desires to withhold voting of the proxy for the nominees may so
indicate on the proxy. In order for a nominee to be elected, he must receive a
plurality of the votes cast in the election at the Meeting. These nominees have
consented to be named in this Proxy Statement as nominees for election as
directors and have indicated their intent to serve if elected. However, in the
event the nominees are not available for election, the proxies will be voted for
such persons as shall be designated by the Board as replacements.
The following information is furnished with respect to the nominees for
election as a director and the remaining directors who will continue to serve as
indicated below, including age, the year each became a director, information
regarding beneficial ownership of the Company's Common Stock as of the Record
Date, and each nominee's principal occupation and business experience.
<TABLE>
<CAPTION>
Year First Number of Shares of Common Percent of Outstanding
Ages Became Director Stock Beneficially Owned (1) Common Stock Shares (1)
---- --------------- ---------------------------- -----------------------
<S> <C> <C> <C> <C>
Class 1 - If elected to serve until the 2003 Annual Meeting
William J. McCormick, Jr. (62) 1995 31,555 (2) 3.14 %
Manuel V. Fernandez (72) 1998 135,925 (3) 13.48 %
Class 2 - To serve until the 2001 Annual Meeting
Harold C. Rauner (49) 1994 43,457 (4) 4.21 %
Edward H. Pechan (53) 1995 8,866 (5) .88 %
Class 3 - To serve until the 2002 Annual Meeting
Dennis I. Meyer (64) 1983 104,207 (6) 10.34 %
Sharon A. Stakes (37) 1994 7,725 (7) .77 %
Jeffery T. Valcourt (47) 1996 284,411 (8) 27.90 %
All directors and officers as a group (8 persons) 618,771 (9) 57.16 %
</TABLE>
2
<PAGE>
(1) A person is deemed to be the beneficial owner of shares as to which he owns
or shares voting or investment power. Except as otherwise indicated, all
shares are owned directly. Ownership is based on 1,001,499 shares of Common
Stock as of the Record Date. In calculating the percentage of shares owned
for warrant and option holders, the total number of shares outstanding is
deemed to include the warrant and option shares granted and exercisable
within sixty days of the Record Date.
(2) Includes 28,222 shares and a warrant to purchase 1,333 shares of Common
Stock. The shares of Common Stock and the warrant are owned by a company of
which Mr. McCormick is the owner and President. Also includes options to
purchase 2,000 shares of Common Stock pursuant to the Company's Directors
Stock Option Plans.
(3) Includes 128,859 shares and a warrant to purchase 6,666 shares of Common
Stock. Also includes an option to purchase 400 shares of Common Stock
pursuant to the Company's 1999 Directors Plan.
(4) Includes 12,000 shares of Common Stock and options to purchase 31,457
shares of Common Stock pursuant to the Company's 1990 Executive Stock Plan.
(5) Includes 4,200 shares of Common Stock and options to purchase 2,000 shares
of Common Stock pursuant to the Company's Directors Stock Option Plans.
Also includes a warrant to purchase 2,666 shares of Common Stock. The
warrant is owned by a retirement trust, of which Mr. Pechan is a trustee.
(6) Includes 175 shares owned by each of Mr. Meyer's five children (875 shares
in the aggregate), 239 shares owned by Mr. Meyer and 97,093 shares owned by
his spouse, Rita M. Meyer. Also includes options to purchase 2,000 shares
of Common Stock pursuant to the Company's Directors Stock Option Plans and
a warrant to purchase 4,000 shares of Common Stock beneficially owned by
one of Mr. Meyer's children.
(7) Includes 400 shares and options to purchase 7,325 shares of Common Stock
pursuant to the Company's 1990 Executive Stock Plan.
(8) Includes 1,000 shares of Common Stock owned by Mr. Valcourt and options to
purchase 2,000 shares of Common Stock pursuant to the Company's Directors
Stock Option Plans. Also includes 265,411 shares of Common Stock and
warrants to purchase 16,000 shares of Common Stock owned by JNV Limited
Partnership II, of which Mr. Valcourt is the general partner.
(9) Includes options to purchase 41,907 shares of Common Stock pursuant to the
Company's 1990 Executive Stock Plan, options to purchase 8,400 shares of
Common Stock pursuant to the Directors Stock Option Plans and warrants to
purchase 30,665 shares of Common Stock.
The business experience of the nominees for election described below
relates to the past five years unless otherwise indicated.
Mr. McCormick is the owner of Jordan Kitt's Music, Inc., and serves as its
President. He serves as a director for the American Music Conference and of the
Schmitt Music Centers in Minneapolis, Minnesota.
Mr. Fernandez is the owner and President of 650 Water Street, Inc., which
operates a hotel and restaurant. Over the past several years, Mr. Fernandez has
served as a director for several banks. He is a managing member or a general
partner in several real estate projects.
Mr. Rauner became President of The Business Bank in December 1994. In
January 1997, Mr. Rauner was elected President and CEO of the Company by the
Board of Directors. He is also President and director of the Company's
subsidiary, Business Venture Capital, Inc. (BVCI) and a director of the Bank's
subsidiary, The Business Bank Insurance Agency, Inc. Previously, Mr. Rauner was
President, CEO, and founding director of the Heritage Bank in McLean, Virginia,
where he was employed for seven years. He is currently a director of the
Northern Virginia Community Foundation and Sonex Enterprises, a high technology
firm.
Mr. Pechan is President of E.H. Pechan & Associates, Inc., which is a
national consulting firm in Springfield, Virginia, specializing in environmental
policy issues.
3
<PAGE>
Mr. Meyer is one of the founding directors of the Company. He is a partner
in the law firm of Baker & McKenzie, Washington, D.C., which specializes in
international law. He is a director of Jordan Kitt's Music, Inc.; Oakwood Homes
Corporation, Greensboro, North Carolina; Daily Express Inc., Carlisle,
Pennsylvania; Carey International; and Natelli Communities Inc. He is a General
Partner of Potomac Investment Associates.
Mrs. Stakes has been employed by the Company's main subsidiary, The
Business Bank, since 1984 and currently serves as Executive Vice President of
the Company and of the Bank. Mrs. Stakes is also the President and a director of
The Business Bank Insurance Agency, Inc. and a director and Vice President of
BVCI.
Mr. Valcourt was elected Chairman of the Board of the Company by the Board
of Directors in January 1997. He also serves as a director of the Bank, BVCI and
The Business Bank Insurance Agency, Inc. Mr. Valcourt is the Chairman and CEO of
Valcourt Building Services, a window washing and exterior building maintenance
company, with offices in Arlington, Virginia, Elizabeth, New Jersey, Pennsauken,
New Jersey and Atlanta, Georgia. Valcourt Building Services is the largest
window cleaning company in the United States.
The Board of Directors recommends that the shareholders vote FOR the
nominees standing for election as director.
Information Regarding the Board of Directors and Its Committees
There were 5 meetings of the Board of Directors during 1999. The Company
has standing audit, compensation and nominating committees. During 1999, the
Audit Committee consisted of Messrs. Fernandez, McCormick, Meyer, Pechan and
Valcourt as members, Messrs. Carpenter and Pitts, directors of the Bank Board of
Directors, as advisory members and Mr. Rauner as an ex-officio member. The Audit
Committee meets periodically with the internal auditor to review the internal
control program and the findings resulting from procedures performed. The
Committee also meets annually to review the report and findings of the external
independent Certified Public Accountants.
The Compensation Committee currently consists of Messrs. Valcourt,
McCormick and Meyer, non-employee members of the Board of Directors. The
Committee meets annually to award options under the Executive Stock Plan and to
establish the price of each option share granted.
The Nominating Committee currently consists of Messrs. Rauner, Valcourt and
Meyer. This committee meets annually to nominate the slate of directors to be
elected at the Annual Shareholders Meeting.
During 1999, all of the Company's directors attended more than 75% of the
Board of Directors meetings and committee meetings of which they were members
except Directors Fernandez and Pechan who attended more than 50% of the Board of
Directors meetings and more than 75% of the committee meetings of which they
were members. Historically, outside directors of the Company had been paid $200
for each quarterly meeting attended and outside directors of the Bank had been
paid $200 for each monthly board meeting attended, but such fees have been
waived since 1994. The outside directors of the Bank are paid $100 per each
committee meeting attended.
EXECUTIVE OFFICERS
Names (Ages) of Executive Officers
Jeffery T. Valcourt (47) a director of the Company, became Chairman of the
Board in January 1997. Mr. Valcourt has served as Vice Chairman of The Business
Bank Board of Directors since June 1997.
Harold C. Rauner (49), a director of the Company, Mr. Rauner has served as
the President and Chief Executive Officer of the Company since January 24, 1997.
Mr. Rauner became President of The Business Bank, the Company's main subsidiary,
in December 1994.
Sharon A. Stakes (37), a director of the Company, has served as Executive
Vice President of the Company since July 17, 1999. Mrs. Stakes became Executive
Vice President of The Business Bank in June 1998.
4
<PAGE>
Lisa M. Porter (40) has served as Chief Financial Officer of the Company
since June 24, 1996. Ms. Porter became Chief Financial Officer of The Business
Bank in October 1997.
Executive Compensation
The following table sets forth the annual compensation for the period 1997
through 1999 paid and/or accrued to the Chief Executive Officer (CEO) of the
Company during the year ended December 31,1999. None of the Company's other
executive officers received in excess of $100,000 in annual compensation in
1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------ ------------
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options/SARs Compensation
Principal Position Year ($) ($) ($) (#) ($)
- ------------------------ ---- ------ ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Harold C. Rauner 1999 95,712 -- (1) -- 13,498 2,396 (2)
President and Chief 1998 93,281 -- (1) -- -- 3,625 (2)
Executive Officer 1997 92,475 -- (1) -- -- 742 (2)
</TABLE>
(1) Mr. Rauner requested that the Board of Directors and Compensation Committee
not include him in the Company's bonus allocation.
(2) The amounts shown consist of employer matching and pay-based credits under
the UFBC 401(K) Plan.
Stock Options/SAR Grants in 1999
<TABLE>
<CAPTION>
Number of Securities % of Total Options/SARs
Underlying Options/SARs Granted to Employees in Exercise Price or Expiration
Name Granted (#) 1999 Base Price ($/Sh) Date
- ---------------- ----------------------- ----------------------- ----------------- ----------
<S> <C> <C> <C> <C>
Harold C. Rauner 13,498 47.36 % $8.75 12/31/08
President and Chief
Executive Officer
</TABLE>
Aggregated Option/SAR Exercises in 1999 and 1999 Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Options/SARs at In-the-Money Options/SARs at
Shares Acquired Value Fiscal Year End (#) Fiscal Year End ($)
Name on Exercise (#) Realized Exercisable / Unexercisable Exercisable / Unexercisable
- ------------ ----------------- ---------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Harold C. Rauner -- $-0- 31,457 / 10,123 $42,967 / $ 2,531
President and Chief
Executive Officer
</TABLE>
Compensation Pursuant to Plans
The Company maintains certain plans that provide, or may provide,
additional compensation to current directors, executive officers and other
employees of the Company. These plans include: the Company's 401(K) Plan and the
Company's 1990 and 1999 Executive Stock Plans and the 1996 and 1999 Directors
Stock Plans.
5
<PAGE>
401(K) Plan
The Company established a 401(K) Plan in 1995, which covers all employees
who meet specified age and employment requirements. The administrative expense
associated with the 401(K) Plan was approximately $1,600 in 1999. The Company
made a contribution to the 401(K) Plan of $24,000 for 1999. Future
contributions, if any, will be determined annually at the discretion of the
Company's Compensation Committee and Board of Directors.
Executive Stock Plans
The Company maintains Executive Stock Plans covering substantially all
employees. Under the plans, any employee who has or is expected to significantly
contribute to the Company's growth and profit may be granted one or more
options. Members of the Compensation Committee ("Committee") are not eligible.
The Committee, consisting of designated non-employee members of the Board of
Directors, may designate the characteristics and terms of the granted options.
The Committee establishes the price of each option share granted, provided
that the price of qualified shares at the time of the grant not be less than the
stock's fair market value or book value. The options are exercisable at any time
over a ten year period from the date of grant as long as the option holder is an
employee of the Company. As of December 31, 1999, options to purchase 69,880
shares of Common Stock had been granted. Of the 69,880 shares granted, 46,157
were exercisable at December 31, 1999. The 1990 Executive Plan expired in 1999.
The 1999 Executive Stock Plan was approved at the June 4, 1999 Annual meeting.
The maximum number of shares issuable under the 1999 Executive Stock Plan is
53,949. No shares have been issued under the 1999 Executive Stock Plan which
expires on December 31, 2003.
Director Stock Plans
The Company has a 1996 and 1999 Nonqualified Stock Option Plan for
Non-Employee Directors (the Directors Plan) which awards options to purchase
common stock to non-employee directors of the Company and of the Bank. The 1999
Directors Plan also includes awards to advisory board members. The maximum
number of shares issuable under the 1996 Directors Plan was 8,000. The 1996
Directors Plan expired on July 1, 1998 and all options to purchase stock were
issued. The maximum number of shares issuable under the 1999 Directors Plan is
35,000. As of December 31, 1999, 4,600 options to purchase common stock had been
granted under the 1999 Directors Plan. The 1999 Directors Plan expires on August
1, 2003.
Certain Relationships
The Company's officers and directors and other corporations, business
organizations and persons with whom some of the Company's officers and directors
are associated, customarily have banking transactions with the bank subsidiary.
All loan transactions have been made in the ordinary course of business on
substantially the same terms, including interest rates and security for loans,
as those prevailing at the time in comparable transactions with non-affiliated
entities, and have not involved more than the normal risk of collectibility and
do not present other unfavorable features. Loans to principal shareholders in
excess of 5% beneficial ownership ("shareholders"), directors, officers and
their family members or businesses in which the officer, director or
shareholders beneficially owned 5% or more of the outstanding capital stock, as
a group, totaled $1,501,416 as of December 31, 1999.
The building which serves as the Company's headquarters is owned by a
limited liability company of which Mr. Manuel V. Fernandez, a director and
beneficial shareholder owning in excess of 5% of the Company's Common Stock, has
50% beneficial ownership of the limited liability company. A second shareholder,
owning less than 5% of the Company's Common Stock also has 50% beneficial
ownership in the limited liability company. The lease terms include three
options for renewal and a right of first offer. During 1997, the Bank exercised
one renewal option for a nine year extension. At of December 31, 1999, the
future minimum lease payments for the Company's headquarters totaled $1,458,534.
6
<PAGE>
Stock Ownership
As of April 28, 2000, the officers and directors of the Company
beneficially owned, in the aggregate and without duplication, 618,771 shares of
Common Stock, or 57.16% of the shares outstanding. To the best of the Company's
knowledge, persons who beneficially owned 5% or more of the Company's Common
Stock on that date are set forth in the following table.
<TABLE>
<CAPTION>
Number of Shares of Common Stock Percent of Outstanding Common
Beneficially Owned (1) Stock Shares (1)
-------------------------------- -----------------------------
<S> <C> <C>
JNV Limited Partnership II/Jeffery Valcourt 284,411 (2) 27.90 %
1001 N. Highland Street
Suite 200
Arlington, VA 22201
Manuel V. Fernandez 135,925 (3) 13.48 %
650 Water Street, S.W.
Washington, D.C. 20024
Dennis I. Meyer 104,207 (4) 10.34 %
6307 Olmi Landrith Drive
Alexandria, VA 22307
Rita M. Meyer 104,207 (4) 10.34 %
6307 Olmi Landrith Drive
Alexandria, VA 22307
Robert F. Long 71,569 7.15 %
300 Belvedere Street
Carlisle, PA 17013
</TABLE>
(1) A person is deemed to be the beneficial owner of shares as to which he owns
or shares voting or investment power. Except as otherwise indicated, all
shares are owned directly. Ownership is based on 1,001,499 shares of Common
Stock. In calculating the percentage of shares owned for warrant and option
holders, the total number of shares outstanding is deemed to include the
warrant and option shares granted and exercisable within sixty days of the
Record Date.
(2) Includes 1,000 shares of Common Stock owned by Mr. Valcourt and options to
purchase 2,000 shares of Common Stock pursuant to the Company's Directors
Stock Option Plans. Also includes 265,411 shares of Common Stock and
warrants to purchase 16,000 shares of Common Stock owned by JNV Limited
Partnership II, of which Mr. Valcourt is the general partner.
(3) Includes 128,859 shares and a warrant to purchase 6,666 shares of Common
Stock. Also includes an option to purchase 400 shares of Common Stock
pursuant to the Company's 1999 Directors Plan.
(4) Mr. Dennis I. Meyer and Mrs. Rita M. Meyer have beneficial ownership
through marriage. The ownership above includes 175 shares owned by each of
Mr. and Mrs. Meyer's five children (875 shares in the aggregate), 239
shares owned by Mr. Meyer and 97,093 shares owned by Mrs. Meyer. Also
includes options owned by Mr. Meyer to purchase 2,000 shares of Common
Stock pursuant to the Company's Directors Stock Option Plans and a warrant
to purchase 4,000 shares of Common Stock beneficially owned by one of Mr.
and Mrs. Meyer's children.
7
<PAGE>
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The accounting firm of D.R. Maxfield & Company was selected to audit the
consolidated financial statements of the Company for the years ended December
31, 1997, 1998 and 1999. Representatives from D.R. Maxfield & Company will not
be present at the Annual Meeting.
INFORMATION RELATING TO FUTURE SHAREHOLDER PROPOSALS
In the event shareholders of the Company intend to make any proposals to be
presented at the next Annual Meeting of Shareholders of the Company to be held
on such date as shall be designated by the Board, such proposals must be
received at the Company's executive offices at 8399 Leesburg Pike, Vienna,
Virginia 22182, not less than 120 days prior to May 5, 2001 or, January 5, 2001,
in order for such proposals to be included in the Company's Proxy Statement and
form of proxy relating to such meeting. If such proposal is not to be included
in the Company's Proxy materials, notice must be received no later than 120 days
prior to the 2001 Annual Meeting of Shareholders, anticipated to be held in June
2001.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more ten percent of the
Common Stock, to file reports of ownership and changes in ownership on Forms 3,
4 and 5 with the Securities and Exchange Commission, and to provide the Company
with copies of all Forms 3, 4 and 5 they file.
Based solely upon the Company's review of the copies of the forms which it
has received and written representations from the Company's directors, executive
officers and ten percent shareholders, the Company is not aware of any failure
of any such person to comply with the requirements of Section 16(a).
OTHER MATTERS
Management has no knowledge of any other matters which may come before the
Meeting and does not itself intend to present any such other matters. However,
if any such matters shall properly come before the Meeting or any adjournment
thereof, the persons named as proxies will have discretionary authority to vote
the shares represented by the accompanying proxy in accordance with their own
best judgment.
THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999, INCLUDING FINANCIAL STATEMENTS, ARE BEING MAILED TO
SHAREHOLDERS WITH THIS PROXY STATEMENT. THE COMPANY WILL PROVIDE SHAREHOLDERS,
UPON THEIR REQUEST, WITH A COPY OF THE ANNUAL FORM 10-KSB REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
By Order of the Board of Directors
/s/ LISA M. PORTER
Lisa M. Porter
Corporate Secretary
April 28, 2000
8
<PAGE>
UNITED FINANCIAL BANKING COMPANIES, INC.
8399 Leesburg Pike
Vienna, Virginia 22182
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking any proxy heretofore given, hereby appoints
Harold C. Rauner, Jeffery T. Valcourt and Dennis I. Meyer, or either of them
(with full power to act in the absence of the other, each with full power of
substitution) as proxies to vote all of the shares of Common Stock of United
Financial Banking Companies, Inc. (the "Company"), held of record at the close
of business on March 31, 2000, by the undersigned at the Annual Meeting of
Shareholders of said company, to be held in the Maffitt Room at the McLean
Community Center, 1234 Ingleside Avenue, McLean, Virginia, on June 2, 2000, at
10:00 a.m., and at any and all adjournments thereof as follows:
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below
(except as indicated to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all
nominees listed below (under
Instructions)
Class I - Directors Manuel V. Fernandez
William J. McCormick, Jr.
Instructions: To withhold authority to vote for either of the
nominees, write that nominee's name in this space:
--------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before this meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the election of nominees listed under Item 1.
---
Please sign exactly as your name appears below. When shares are held by joint
tenants either one may sign. When signing as attorney, executor, administrator,
-------------------
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
----------------------------------------------------------
Signature Date
----------------------------------------------------------
Signature if held jointly Date
I plan ____ do not plan ____ to attend the Annual Meeting.
The number of shares shown above are covered by this proxy.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
