<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
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
FWB BANCORPORATION
- - --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(iii), 14a-6(i)(1), 14a-6(i)(2), or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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>
[COMPANY LETTERHEAD]
March 11, 1996
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of FWB Bancorporation (the "Company") to be held at FWB Bank, 1800
Rockville Pike, Rockville, Maryland on Wednesday, April 10, 1996 at 12:00 noon.
The Annual Meeting has been called for the election of seven directors and
the ratification of the appointment of the Company's independent auditors for
the 1996 fiscal year. Enclosed is a proxy statement, a proxy card and an Annual
Report to Stockholders for the 1995 fiscal year. Directors and officers of the
Company, as well as a representative of Stegman & Company, the Company's
independent auditors, will be present to respond to any questions the
stockholders may have.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
Steven K. Colliatie
President and Chief Executive Officer
<PAGE>
- - --------------------------------------------------------------------------------
FWB BANCORPORATION
1800 ROCKVILLE PIKE
ROCKVILLE, MARYLAND 20852
(301) 770-1300
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 10, 1996
- - --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of FWB Bancorporation (the "Company") will be held at FWB Bank, 1800
Rockville Pike, Rockville, Maryland at 12:00 noon, on Wednesday, April 10, 1996.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of seven (7) directors of the Company to hold office
until the next annual meeting of stockholders to be held in 1997 or
until their successors are duly elected and qualified;
2. The ratification of the appointment of Stegman & Company as the
Company's independent certified public accountants for the fiscal year
ending December 31, 1996; and
3. Such other matters as may properly come before the Annual Meeting or
any adjournments thereof.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned.
Stockholders of record at the close of business on March 1, 1996 are the
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
A complete list of stockholders entitled to vote at the Annual Meeting will
be open for examination by any stockholder for any purpose germane to the Annual
Meeting during the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
BARBARA L. MARTINEZ
SECRETARY
Rockville, Maryland
March 11, 1996
- - --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- - --------------------------------------------------------------------------------
<PAGE>
- - --------------------------------------------------------------------------------
PROXY STATEMENT
OF
FWB BANCORPORATION
1800 ROCKVILLE PIKE
ROCKVILLE, MARYLAND 20852
ANNUAL MEETING OF STOCKHOLDERS
APRIL 10, 1996
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
General
- - --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of FWB Bancorporation (hereinafter called
the "Company") to be used at the 1996 Annual Meeting of Stockholders of the
Company (hereinafter called the "Annual Meeting"), which will be held at FWB
Bank (the "Bank"), 1800 Rockville Pike, Rockville, Maryland on Wednesday, April
10, 1996, at 12:00 noon. The accompanying Notice of Annual Meeting and form of
proxy and this Proxy Statement are being first mailed to stockholders on or
about March 11, 1996.
- - --------------------------------------------------------------------------------
Voting and Revocability of Proxies
- - --------------------------------------------------------------------------------
Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted for (i) the nominees for director set forth
below and (ii) ratification of the appointment of Stegman & Company as the
Company's independent auditors for the 1996 fiscal year. The proxy confers
discretionary authority on the persons named therein to vote with respect to the
election of any person as a director where the nominee is unable to serve or for
good cause will not serve, and with respect to matters incident to the conduct
of the Annual Meeting. If any other business is presented at the Annual
Meeting, proxies will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker
no votes, however, will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at
any time. Unless so revoked, the shares represented by properly executed
proxies will be voted at the Annual Meeting and all adjournments thereof.
Proxies may be revoked by written notice to the Secretary of the Company at the
address above or by the filing of a later dated proxy prior to a vote being
taken on a particular proposal at the Annual Meeting. A proxy will not be voted
if a stockholder attends the Annual Meeting and votes in person. The presence
of a stockholder at the Annual Meeting will not revoke such stockholder's proxy.
- - --------------------------------------------------------------------------------
Voting Securities and Principal Holders Thereof
- - --------------------------------------------------------------------------------
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, $.10 par value per share (the "Common Stock").
Stockholders of record as of the close of business on March 1, 1996 (the "Record
Date") are entitled to one vote for each share of Common Stock then held. As of
the Record Date, there were 3,258,833 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Annual Meeting.
<PAGE>
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports with respect to such ownership
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The following table sets forth, as of the Record Date, certain
information as to the Common Stock beneficially owned by all persons who have
filed the reports required of persons beneficially owning more than 5% of the
Common Stock or who were known to the Company to beneficially own more than 5%
of the Company's Common Stock outstanding at the Record Date, as well as
information as to the Common Stock beneficially owned by each of the Company's
directors, including the Chief Executive Officer, and all of the Company's
directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned Percent
at Record Date (1) of Class
------------------ --------
<S> <C> <C>
Directors:
- - ---------
Wilma E. Bernstein (3) 181,512 (2) 5.56%
Abbey J. Butler 255,000 (2)(4) 7.81%
Steven K. Colliatie 46,016 (2) 1.39%
Melvyn J. Estrin (3) 614,204 (2)(5) 18.82%
Nella C. Manes 87,390 (2) 2.68%
Avis Y. Pointer 8,744 (2) .27%
Joan H. Schonholtz 329,848 (2)(6) 10.11%
All directors and executive officers of
the Company as a group (8 persons) 1,522,714 (2) 45.67%
Persons Owning Greater than 5%:
- - ------------------------------
Abod Enterprises
15756 Cherry Blossom Lane
North Potomac, MD 20878 254,428 7.81%
Joel and Sharon Comiteau
30 Stone Drive
West Orange, NJ 07052 250,000 7.67%
</TABLE>
- - --------------------
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire beneficial ownership
at any time within 60 days from the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of shares. Except
as otherwise noted, ownership is direct, and the named individuals exercise
sole voting and investment power over the shares of the Common Stock.
(2) Includes 5,000, 5,000, 45,000, 5,000, 5,000, 5,000, 5,000 and 75,000 shares
which Directors Bernstein, Butler, Colliatie, Estrin, Manes, Pointer and
Schonholtz and all directors and executive officers as a group,
respectively, have the right to acquire upon the exercise of options
exercisable within 60 days of the Record Date.
(3) Wilma Bernstein and Melvyn Estrin are sister and brother.
(4) Includes 50,000 shares owned by C.B. Equities Retirement Trust, of which
Mr. Butler is co-trustee.
(5) Includes 50,000 shares owned by the Sidney Goldstein Family Trust, of which
Mr. Estrin is trustee, 35,000 shares owned by the Estrin Grandchildren
Trust, 35,000 shares owned by the Lemer Grandchildren Trust of which Mr.
Estrin is co-trustee, 6,050 shares owned by Mr. Estrin's wife, 8,525 shares
owned by Mr. Estrin's daughter and 8,525 shares owned by Mr. Estrin as
guardian for his son.
(6) Includes 56,626 shares owned by the husband of Ms. Schonholtz.
2
<PAGE>
Based solely on the Company's review of the copies of ownership reports
which it has received in the past fiscal year, or written representations from
officers, directors and persons who own more than 10% of the Common Stock that
no annual report of change in beneficial ownership is required, the Company
believes that during the fiscal year ended December 31, 1995, all the filing
requirements applicable to its officers, directors and stockholders owning in
excess of 10% of the Common Stock have been complied with, with the exception
that Mr. Estrin failed to file a Form 4 reporting the acquisition of shares of
Common Stock in August 1995 and Mr. Colliatie failed to file Form 4's reporting
the acquisition of shares of Common Stock in August and November 1995. Each of
Mr. Estrin and Mr. Colliatie corrected these omissions by filing a Form 5 on
February 14, 1996.
- - --------------------------------------------------------------------------------
PROPOSAL I -- ELECTION OF DIRECTORS
- - --------------------------------------------------------------------------------
The Company's Board of Directors is currently composed of seven members.
The nominees listed below, if elected at the Annual Meeting, will hold office
until the Annual Meeting of Stockholders to be held in 1997, and until their
successors have been duly elected and qualified. Under Maryland law, directors
are elected by a majority of the votes cast at the Annual Meeting and entitled
to vote on the election of directors.
It is intended that the persons named in the proxies solicited by the Board
of Directors will vote for the election of the named nominees. If any of the
nominees is unable to serve, the shares represented by all properly executed
proxies which have not been revoked will be voted for the election of such
substitute as the Board of Directors may recommend, or the size of the Board of
Directors may be reduced to eliminate the vacancy. At this time, the Board of
Directors knows of no reason why any nominee might be unavailable to serve.
The following table sets forth, for each nominee, his or her name, age as
of the Record Date, the year he or she first became a director of the Company
and the expiration of his or her current term as a director of the Company.
Each director of the Company also is a member of the Board of Directors of the
Bank. There are no arrangements or understandings between the Company and any
director pursuant to which such person has been elected a director of the
Company, and no director is related to any other director or executive officer
by blood, marriage or adoption, except as otherwise noted.
<TABLE>
<CAPTION>
Age Current
as of the Director Term
Name Record Date Since (1) to Expire
---- ----------- --------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE
AT THE 1997 ANNUAL MEETING
<S> <C> <C> <C>
Wilma E. Bernstein (2) 56 1993 1996
Abbey J. Butler 58 1993 1996
Steven K. Colliatie 44 1991 1996
Melvyn J. Estrin (2) 53 1993 1996
Nella C. Manes 75 1979 1996
Avis Y. Pointer 57 1979 (3) 1996
Joan H. Schonholtz 62 1979 1996
</TABLE>
- - --------------------
(1) Includes years of service as a director of the Company's predecessor,
the Bank.
(2) Wilma Bernstein and Melvyn Estrin are sister and brother.
(3) Avis Pointer resigned from the Board of Directors in 1993 and was
reappointed in 1994.
3
<PAGE>
Presented below is certain information concerning the directors of the
Company. Unless otherwise stated, all directors have held the positions
indicated for at least the past five years.
Wilma E. Bernstein is an investor in real estate partnerships.
Abbey J. Butler is Co-Chairman and Co-Chief Executive Officer of FoxMeyer
Health Corporation (formerly National Intergroup, Inc.), a New York Stock
Exchange listed corporation, a position he has held since 1991. Mr. Butler is
also President and Director of C.B. Equities, Corp., a private investment
company.
Steven K. Colliatie has been President and Chief Executive Officer of the
Company since 1992 and of the Bank since 1991. Prior to that time, Mr.
Colliatie was President of First Liberty National Bank in Washington, D.C. from
1989 to 1991.
Melvyn J. Estrin is currently Co-Chairman and Co-Chief Executive Officer of
FoxMeyer Health Corporation, a position he has held since 1991. Mr. Estrin is
also Chairman of the Board of University Research Corporation, a government
contracting company.
Nella C. Manes has been President of NCM, Inc., a real estate investment
company, since 1991. Prior to that time, Ms. Manes was President of N. Manes,
Inc., an advertising and public relations firm. Ms. Manes also served as
Treasurer of the Bank from 1983 to 1994.
Avis Y. Pointer has been President of Quantum Leap, Inc. since April 1,
1995. Prior to that, she was Vice President of National Medical Association
from 1983 to July 1, 1995, and from 1980 to 1993, she served as Associate Vice
President of Howard University.
Joan H. Schonholtz is Chairman of the Board of the Company and the Bank.
Ms. Schonholtz was Secretary/Treasurer of Schonholtz & Magee, M.D., Orthopedics
P.A. from 1977 to June 15, 1995, at which time she retired from that position.
Executive Officers Who Are Not Directors
The following sets forth information with respect to the executive officer
of the Company who does not serve on the Board of Directors.
<TABLE>
<CAPTION>
Age
as of the
Name Record Date Title
---- ----------- -----
<S> <C> <C>
Barbara L. Martinez 39 Chief Financial Officer, Treasurer and Secretary
</TABLE>
Barbara L. Martinez has served as Chief Financial Officer, Treasurer and
Secretary since joining the Company in April 1994. Prior to that time, Ms.
Martinez was Vice President and Cashier of Citizens Bank of Virginia in
Arlington, Virginia from September 1988 through April 1994.
4
<PAGE>
- - --------------------------------------------------------------------------------
Meetings and Committees of the Board of Directors
- - --------------------------------------------------------------------------------
The Board of Directors of the Company conducts its business through meetings
of the Board and through activities of its committees. The Board of Directors
of the Company meets monthly and may have additional meetings as needed. During
1995, the Board of Directors of the Company held 12 meetings. All of the
directors of the Company attended at least 75% in the aggregate of the total
number of the Company's Board meetings and committee meetings on which such
director served during fiscal 1995. The Board of Directors of the Company has
standing Audit and Compensation Committees.
The Audit Committee of the Board of Directors has the general responsibility
of supervising, on behalf of the Board of Directors, the performance of the
auditing functions of the Bank and the Company. The Audit Committee reviews the
internal audit program of the Bank and meets with the Bank's internal auditor to
discuss internal auditing procedures. The Audit Committee held four meetings
during 1995. The members of the Committee during the past year were Joan H.
Schonholtz, (Chairman), Abbey J. Butler, Steven K. Colliatie, Melvyn Estrin,
Nella C. Manes, and Avis Y. Pointer.
The Compensation and Stock Option Committee of the Company's Board of
Directors has the general responsibility of reviewing the compensation and
benefits for all employees of the Company and the Bank and specifically
reviewing the individual salaries and benefits of officers of the Company and
the Bank. The directors who served on the Compensation and Stock Option
Committee are Melvyn J. Estrin, Chairman, Wilma E. Bernstein, Abbey J. Butler,
and Joan H. Schonholtz. The Committee met once during 1995.
The Company's Nominating Committee is not a standing committee but is
convened as needed with director members appointed by the Chairman. While the
Committee will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders. Nominations by
stockholders must comply with certain procedural and informational requirements
set forth in the bylaws of the Company. The Nominating Committee met once
during 1995.
- - --------------------------------------------------------------------------------
Executive Compensation and Other Benefits
- - --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for fiscal
1995, 1994 and 1993 awarded to or earned by the Company's Chief Executive
Officer. No other executive officer of the Company or the Bank earned salary
and bonus in fiscal 1995 exceeding $100,000 for services rendered in all
capacities to the Company and its subsidiaries.
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
-------------------------------------- ---------------- -----------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation(1) Award(s) Options(#) Payouts Compensation
- - ------------------------ ---- ------ ----- --------------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Steven K. Colliatie 1995 $ 118,847 $ -- $ -- -- -- $ 6,550
President and Chief 1994 115,000 -- -- -- 45,000 -- 6,539
Executive Officer 1993 111,328 -- -- -- -- -- 4,550
- - ------------------
</TABLE>
(1) Executive officers of the Bank receive indirect compensation in the form of
certain perquisites and other personal benefits. The amount of such
benefits received by the named executive officer in fiscal 1995 did not
exceed 10% of the executive officer's salary and bonus.
5
<PAGE>
Fiscal Year-End Option Value
The following table sets forth information concerning the number and
potential realizable value at the end of the fiscal year of options held by the
Company's Chief Executive Officer. No options were granted to or exercised by
the Company's Chief Executive Officer during fiscal 1995. No options held by
any executive officer of the Company repriced during the Company's last ten full
fiscal years.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year End (#) Fiscal Year End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- - ---- ------------------------- -------------------------
<S> <C> <C>
Steven K. Colliatie 45,000/-- $11,250/--
</TABLE>
- - --------------------
(1) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of
underlying Common Stock at December 31, 1995 ($2.00, which was the
closing bid price of the Common Stock on December 31, 1995 as reported
in The Washington Post) and the exercise price of the options.
-------------------
Director Compensation
Directors did not receive a retainer or fees for attendance at full Board
or committee meetings during 1995.
The Company has adopted a stock option plan for all directors who are not
also employees of the Company or the Bank. On May 12, 1994, all directors were
each granted options for 5,000 shares of Common Stock and, on an annual basis
commencing on May 12, 1995, directors are granted options to purchase 2,500
shares of the Common Stock at an exercise price equal to the fair market value
as of the date of grant. Each option granted becomes exercisable one year from
the date of grant. Directors who are officers of the Company or the Bank are
eligible to participate in the Company's 1994 Incentive Stock Option Plan.
Certain Transactions
All loans made by the Bank to its executive officers and directors were
made in the ordinary course of business, 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 the
normal risk of collectability or present other unfavorable features.
- - --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- - --------------------------------------------------------------------------------
The Board of Directors has heretofore renewed the Company's arrangements
with Stegman & Company, independent public accountants, to be its auditors for
the 1996 fiscal year, subject to ratification by the Company's stockholders. A
representative of Stegman & Company will be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if he
or she so desires.
The appointment of the auditors must be approved by a majority of the votes
cast by the stockholders of the Company at the Meeting. The Board of Directors
recommends that shareholders vote "FOR" the approval of the appointment of
auditors.
6
<PAGE>
- - --------------------------------------------------------------------------------
OTHER MATTERS
- - --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement
and matters incident to the conduct of the Annual Meeting. However, if any
other matters should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of Directors.
- - --------------------------------------------------------------------------------
MISCELLANEOUS
- - --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1995 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the Company.
Such Annual Report is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
- - --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- - --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive office at
1800 Rockville Pike, Rockville, Maryland 20852 no later than November 1, 1996.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
BARBARA L. MARTINEZ
SECRETARY
Rockville, Maryland
March 11, 1996
- - --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-KSB
- - --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO: SECRETARY, FWB BANCORPORATION, 1800 ROCKVILLE PIKE, ROCKVILLE,
MARYLAND 20852.
- - --------------------------------------------------------------------------------
7
<PAGE>
REVOCABLE PROXY
FWB BANCORPORATION
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 10, 1996
------------------------------------------
The undersigned hereby appoints Joan H. Schonholtz and Steven K.
Colliatie with full powers of substitution, to act as attorneys and proxies for
the undersigned, to vote all shares of common stock of FWB Bancorporation (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held at FWB Bank, 1800 Rockville
Pike, Rockville, Maryland on Wednesday, April 10, 1996 at 12:00 noon, and at any
and all adjournments thereof, as indicated below and in accordance with the
determination of a majority of the Board of Directors with respect to other
matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as director of the
nominee listed below (except as [ ] [ ]
marked to the contrary below).
Wilma E. Bernstein
Abbey J. Butler
Steven K. Colliatie
Melvyn J. Estrin
Nella C. Manes
Avis Y. Pointer
Joan H. Schonholtz
INSTRUCTION: To withhold your vote for a nominee,
insert that nominee's name on the line provided
below.
----------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
II. The ratification of the appointment of
Stegman & Company as independent certified [ ] [ ] [ ]
public accountants of the Company for the
fiscal year ending December 31, 1996.
The Board of Directors recommends a vote "FOR" the nominees and the
ratification of independent certified public accountants.
- - --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES AND FOR THE OTHER PROPOSAL SPECIFIED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED
BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE
ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING.
- - --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby revokes any and all
proxies heretofore given with respect to the shares of Common Stock held of
record by the undersigned.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting, the Company's Proxy
Statement for the Annual Meeting and an Annual Report for the 1995 fiscal year.
Dated: ________________________, 1996
- - -------------------------------- ------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- - -------------------------------- ------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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