SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No................................)
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Check the appropriate box:
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xDefinitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to 240.1a-11(c) or 240.(4a-12)
.............................................................Mara
thon
Bancorp..........................................................
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(Name of Registrant as Specified in Its Charter)
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2) Aggregate number of securities to which transaction applies:
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MARATHON BANCORP
11150 West Olympic Boulevard
Los Angeles, California 90064
(310) 996-9100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 16, 1997
TO THE SHAREHOLDERS OF MARATHON BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the
call of its Board of Directors, the Annual Meeting of
Shareholders (the "Meeting") of Marathon Bancorp (the "Company")
will be held on Monday, June 16, 1997, at 4:00 p.m., at the
Company's executive offices, 11150 West Olympic Boulevard, Los
Angeles, California 90064, for the following purposes, as set
forth in the attached Proxy Statement:
1. Election of Directors. To elect seven persons to the Board
of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and have
qualified. The Board of Directors has nominated the following
persons to serve as directors:
Robert J. Abernethy Robert L. Oltman
Craig D. Collette Ann Pappas
Frank W. Jobe, M.D. Nick Patsaouras
C. Thomas Mallos
2. Other Business. To transact such other business as may
properly come before the Meeting and at any and all adjournments
thereof.
Only those shareholders of record at the close of business on
May 5, 1997, are entitled to notice of, and to vote at the
Meeting or any adjournments thereof.
By Order of the Board of Directors
Robert L. Oltman,
Secretary
Los Angeles, California
May 19, 1997
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE GIVING OF THIS PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IN THE EVENT YOU FIND IT CONVENIENT TO ATTEND.
IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS,
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
MARATHON BANCORP
11150 West Olympic Boulevard
Los Angeles, California 90064
(310) 996-9100
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 16, 1997
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Marathon
Bancorp (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting"), to be held on Monday, June 16,
1997, at 4:00 p.m., at the Company's executive offices, 11150
West Olympic Boulevard, Los Angeles, California 90064, and at
any and all adjournments thereof.
This Proxy Statement and the accompanying Notice and Proxy were
mailed to shareholders on or about May 19, 1997. The Company's
Annual Report to Shareholders, including financial statements
for its fiscal year ended December 31, 1996, is being sent
concurrently with this Proxy Statement. The Annual Report is
not part of the proxy materials.
Matters to be Considered
The matters to be considered and voted upon at the Meeting
will be:
1. Election of Directors. To elect seven persons to the Board
of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and have
qualified.
2. Other Business. To transact such other business as may
properly come before the Meeting and at any and all
adjournments thereof.
Revocability of Proxies
A Proxy is enclosed for use at the Meeting. Any Proxy given
may be revoked by a shareholder at any time before it is
exercised by filing with the Secretary of the Company a notice
in writing revoking it or by duly executing a Proxy bearing a
later date. It may also be revoked by attendance at the Meeting
and election to vote thereat. Subject to such revocation, all
Proxies duly executed and received prior to or at the time of
the Meeting will be voted by the Proxy Holders in accordance
with the instructions on the Proxy. If no instruction is
specified with respect to a matter to be acted upon, the shares
represented by the Proxy will be voted "FOR" the election of the
nominees for directors set forth herein. It is not anticipated
that any matters will be presented at the Meeting other than as
set forth in the accompanying Notice of the Meeting. If,
however, any other matters are properly presented at the
Meeting, the Proxy will be voted in accordance with the best
judgment and in the discretion of the Proxy Holders.
Solicitation of Proxies
This solicitation is being made by management of the Company
and the Company will bear the costs of this solicitation,
including the expense of preparing, assembling, printing and
mailing this Proxy Statement and the material used in this
solicitation of Proxies. It is contemplated that Proxies will
be solicited principally through the mails, but directors,
officers and regular employees of the Company may solicit
Proxies personally or by telephone, for which they will receive
no additional compensation. Although there is no formal
agreement to do so, the Company will reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses in connection with forwarding
these proxy materials to their principals. In addition, the
Company may pay for and utilize the services of individuals or
companies not regularly employed by the Company in connection
with the solicitation of Proxies if the Board of Directors of
the Company determines that this is advisable.
Outstanding Securities and Voting Rights
Holders of the Company's common stock, no par value (the
"Common Stock"), of record at the close of business on May 5,
1997, will be entitled to vote at the Meeting. There were
issued and outstanding 1,589,596 shares of Common Stock on May
5, 1997. The Company's Articles of Incorporation also
authorize the issuance of up to 1,000,000 shares of Preferred
Stock, of which no shares are presently issued and outstanding.
A majority of the shares of Common Stock outstanding is
necessary to constitute a quorum for the Meeting. Each holder
of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock standing in his or her
name on the books of the Company as of the record date for the
Meeting on any matter submitted to the vote of the shareholders,
except that in connection with the election of directors, the
shares are entitled to be voted cumulatively if a shareholder
present at the Meeting has given notice at the Meeting prior to
the voting of his or her intention to vote his or her shares
cumulatively. If any shareholder has given such notice, all
shareholders may then cumulate their votes for candidates placed
in nomination prior to the voting. If cumulative voting
procedures are used at the meeting for election of the
directors, the Proxy Holders will exercise their authority to
cumulate votes represented by proxies held by them. Cumulative
voting entitles a shareholder to cast as many votes for one
nominee as is equal to the number of directors to be elected,
multiplied by the number of shares owned by such shareholder, or
to distribute his or her total votes on the same principle
between two or more nominees as he or she sees fit. In the
election of directors, the seven candidates receiving the
highest number of votes will be elected.
Principal Shareholders
The following table sets forth certain information as of May 5,
1997, concerning the ownership of the Company's Common Stock by
(i) each person known by the Company to be the beneficial owner
of more than five percent of the outstanding shares of Common
Stock; (ii) each of the Directors of the Company and named
executive officers; and (iii) the executive officers and
Directors of the Company as a group:
Name of Beneficial Owner Amount and Nature of
Beneficial Ownership ** Percent
of Class
Directors and Named Executive Officers:
Robert J. Abernethy 107,299 (1) (2) 6.8%
Craig D. Collette 22,223 1.4%
Frank W. Jobe, M.D. 51,566 3.2%
C. Thomas Mallos 47,878 3.0%
Robert L. Oltman 110,922 (1) (3) 7.0%
Ann Pappas 60,011 (4) 3.8%
Nick Patsaouras 37,536 2.4%
T. J. Herles 40,880 (5) 2.5%
All Executive Officers and Directors as a group (8 persons)
478,315 29.4%
Principal Shareholder:
Oppenheimer-Spence Financial Services Partnership LP. (6)
91,911 5.8%
** Except as otherwise noted below, each director and nominee
for director directly or indirectly has sole or shared voting
and investment power with respect to the shares listed above.
(1) The address of each of these directors is Marathon Bancorp,
11150 West Olympic Boulevard, Los Angeles, California 90064.
(2) Includes 2,276 shares owned by American Standard Development
Corporation, of which Mr. Abernethy is President.
(3) Includes 140 shares owned by Oltman Management Corporation,
of which Mr. Oltman is President.
(4) Includes 1,898 shares owned by the Parasol Restaurant, Inc.,
of which Ms. Papas is a shareholder.
(5) Includes 39,696 shares which Mr. Herles has the right to
acquire within 60 days after May 3, 1996, by the exercise of
stock options vested pursuant to the Company's 1983 Stock Option
Plan and the 1990 Non-Qualified Stock Option Plan. See
"DIRECTORS AND EXECUTIVE OFFICERS -- Stock Option Plans."
(6) The address of Oppenheimer-Spence Financial Services
Partnership LP. is 119 West 57th Street, New York, New York
10019. In a filing with the Securities and Exchange Commission,
the limited partnership indicated that it is the sole
beneficial owner and holds sole voting power with respect to
the shares listed above.
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Company's Directors are elected annually to serve until the
next Annual Meeting of Shareholders or until their successors
are elected and have qualified. The Bylaws of the Company
provide that the number of Directors shall be not less than
seven, nor more than twelve, until changed by a bylaw amending
Section 3.02 of the Company's Bylaws, duly adopted by the vote
or written consent of the Company's shareholders. The Bylaws
further provide that the exact number of Directors shall be
fixed from time to time, within the foregoing range, by a bylaw
or amendment thereof duly adopted by the vote or written consent
of the Company's Board of Directors. The number of Directors
currently is fixed at seven.
The persons named below, all of whom are present members of the
Board of Directors of the Company, will be nominated for
election to serve until the next Annual Meeting of Shareholders
or until their successors are elected and have qualified. Each
of these persons is also a member of the Board of Directors of
the Company's wholly-owned subsidiary, Marathon National Bank
(the "Bank"). Unless otherwise directed by Shareholders, the
Proxy Holders will vote all shares represented by Proxies held
by them for the election of the maximum number of the following
nominees. In the event that any of the nominees should be
unable or unwilling to accept nomination for election as a
director, it is intended that the Proxy Holders will vote for
the election of such substitute nominees, if any, as shall be
designated by the Board of Directors. The Board of Directors
has no reason to believe that any nominee will be unable or
unwilling to serve if elected to office.
The following table sets forth certain information as of May 3,
1996, with respect to those persons nominated by the Board of
Directors for election as Directors based on data furnished by
such nominees:
Year First
Elected or
Principal Occupation Appointed Name and Title
Age For Past Five Years A Director
Robert Abernethy 57 President, American 1983
Director Standard Development Co.
Craig D. Collette 54 President and Chief Executive 1997
Officer of Marathon Bancorp
and Marathon National Bank
Frank W. Jobe, M.D. 71 Orthopedic Surgeon 1985
Director
C. Thomas Mallos 60 President, C. Thomas 1982
Chief Financial Mallos Accountancy
Officer and Corporation
Director
Robert L. Oltman 59 President, Oltman 1982
Secretary and Management
Director Corporation
Ann Pappas 68 Restaurateur 1982
Director
Nick Patsaouras 53 President, Nick 1982
Chairman of the Patsaouras & Assoc.
Board Chairman of the Board
Marathon Bancorp,
Marathon National Bank
Committees and Attendance at Board Meetings
Each nominee is also a Director of the Bank. The Company has
no standing compensation, audit or nominating committee.
During the fiscal year ended December 31, 1996, the Board of
Directors of the Company and the Board of Directors of the Bank
held 12 meetings each. Each of the persons who is a nominee and
was a Director of the Company during 1996 attended at least 75%
of the total number of such Board meetings, except for Dr. Jobe
who attended 7 meetings.
Compensation of Executive Officers and Directors
Executive Compensation
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Principal Position Year Salary ($)
Bonus ($) Other Annual Compen- sation ($)(1) Restricted
Stock Award(s) ($) Options/ SARs LTIP Payouts ($) All
Other Compen- sation ($)
John Maloney (2) President & Chief Executive Officer of Marathon
Bancorp and the Bank 1996 1995 1994 $141,900 $150,000
$29,090(3) $0 $0 $0 $5,750 $6,000 $629 $0 $0 $0
50,000 0 0 $0 0$ 0$ $0 $0 $0
Timothy J. Herles Executive Vice President & Chief Credit
Officer of the Bank 1996 1995 1994 $100,000 $100,000
$111,037 $0 $0 $0 $8,400 $8,400 $8,400 $0 $0 $0 0 0 0
$0 $0 $0 $0 $0 $0
(1) These amounts represent business expense compensation.
(2) Mr. Maloney passed away in November 1996.
(3) John Maloney was President of the Company and the Bank, and
Chief Executive Officer of the Bank from October 1994 until the
time of his death .
There has been no issuance of long term compensation granted in
the last three years to the above stated officers.
Option/SAR Grants Table
Option/SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
Name Number of Securities Underlying Options/SARs Granted
(#) % if Total Options/SARs Granted to Employees in Fiscal Year
Exercise or Base Price ($/Share) Expiration Date
John Maloney 50,000 20% $1.75 11/1998
Option/SAR Exercises and Year-End Value Table
Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End
Option/SAR Value
(a) (b) (c) (d) (e)
Name Shares Acquired on Exercise (#) Value
Realized ($) Number of Unexercised Options/SARs at Year-End (#)
Exercisable/ Unexercisable Value of Unexercised In-The-Money
Options/SARs at Year-End ($) Exercisable/ Unexercisable
John Maloney 0 N/A 10,000/40,000(1) $7,500/30,000(1)
Timothy J. Herles 0 N/A 39,696/0(1) $0/0(1)
N/A means not applicable
(1) Options only.
Employment Agreement
Marathon Bancorp and the Bank have an employment agreement with
Mr. Craig D. Collette. Pursuant to Mr. Collette's employment
agreement, Mr. Collette is to serve for a term of five years
commencing January 15, 1997 as the President and Chief Executive
Officer of Marathon Bancorp and the Bank. The base annual salary
for Mr. Collette is $170,000 per year, with increases to be
determined at the discretion of the Boards of Directors of the
Bank and Marathon Bancorp. The agreement provides Mr. Collette
with four weeks vacation, health, disability and life insurance
benefits, $700 per month for car allowance, stock options to
acquire 30,000 shares of Common Stock with vesting at 20% per
year, salary continuation benefits as described below, and
indemnification for matters incurred in connection with any
action against the executive which arose out of and was within
the scope of his employment, provided that the executive acted
in good faith and in a manner the executive reasonably believed
to be in the best interests of Marathon Bancorp and the Bank and
with respect to a criminal matter if the executive also had no
reasonable cause to believe his conduct was unlawful. If
Marathon Bancorp and the Bank terminate Mr. Collette without
cause, Mr. Collette shall be entitled to (i) two years then base
salary in a lump sum at the time of termination, and (ii)
continuation of insurance benefits for 24 months six months.
Upon any merger or consolidation where the Marathon Bancorp and
the Bank are not the surviving or resulting corporations, or
upon any transfer of all or substantially all of the assets of
Marathon Bancorp and the Bank, and Mr. Collette not be retained
for the remaining term of the agreement in a comparable position
of the resulting corporation, Mr. Collette shall be paid two
years of his then base salary in a lump sum within ten days of
such termination.
Director Compensation
During 1996, each non-employee director received $200 per
meeting for his or her attendance at all special or committee
meetings of the Bank, and $1,000 per Board meeting. The maximum
a Director can receive for attendance at Board and/or Committee
meetings is $2,000 per month. In addition, in his duties and
responsibilities as Chairman of the Board, Mr. Patsaouras
receives $1,500 per month.
Certain Transactions
Some of the directors and executive officers of the Company and
its subsidiaries, and the companies with which they are
associated were customers of, and had banking transactions with,
the Bank in the ordinary course of their businesses during 1996
and the Bank expects to have such banking transactions in the
future. No loans and commitments to lend were included in such
transactions.
FILINGS BY AFFILIATES
No Officer or Director filed a Form 5 with the Securities
Exchange Commission in respect to ownership or transfer of stock
in the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte") audited the Company's
financial statements for the year ended December 31, 1996. All
professional services rendered by Deloitte during 1996 were
furnished at customary rates and terms. Representatives of
Deloitte will be present at the Meeting and will be available to
respond to appropriate questions from shareholders and, if they
so desire, to make a statement. Accountants for the 1997 audit
have not been selected.
ANNUAL REPORT
Marathon Bancorp's Annual Report accompanies this Proxy
Statement. The Annual Report contains consolidated financial
statements of the Company and its subsidiary and the report
thereon of Deloitte & Touche LLP, independent certified public
accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE
MEETING, ADDRESSED TO DANIEL L. ERICKSON, IN CARE OF THE COMPANY
AT 11150 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064,
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-KSB FOR FISCAL YEAR 1996 INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to
present proposals or nominate Directors for election at
shareholders' meetings. Any such proposal for nomination of
Directors to be included in the Proxy Statement for the
Company's 1998 Annual Meeting of Shareholders must be submitted
by a shareholder to the Company's executive offices prior to
February 16, 1998, in a form that complies with applicable
regulations.
OTHER BUSINESS
The Board of Directors knows of no other business to be
presented for consideration at the Meeting other than as stated
in the Notice of the Meeting. If, however, other matters are
properly brought before the Meeting, it is the intention of the
persons named in the accompanying form of Proxy to vote the
shares represented thereby in accordance with their best
judgment and in their discretion, and authority to do so is
included in the Proxy.
DATED: May 19, 1997
MARATHON BANCORP
Craig D. Collette
