REPUBLIC SECURITY FINANCIAL CORPORATION
4400 Congress Avenue
West Palm Beach, Florida 33407-3288
(407) 840-1200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 26, 1995
The Annual Meeting of Shareholders of Republic Security Financial
Corporation (the "Company" or "RSFC") will be held at the Omni West Palm Beach
Hotel, 1601 Belvedere Road, West Palm Beach, Florida, on Wednesday, July 26,
1995, at 3:00 p.m., to consider and act upon the following matters:
1. The election of four directors; each to serve until the 1998 Annual
Meeting and until his successor is elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 9, 1995, as
the record date for determining shareholders of the Company entitled to notice
of and to vote at the meeting. A list of shareholders entitled to notice of the
meeting shall be available by any shareholder, during regular business hours,
for a period of ten days prior to the meeting at the principal executive office
of the Company and at the Annual Meeting. You may revoke your proxy at any time
before it is exercised by following the instructions set forth on the first page
of the accompanying proxy statement.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO INSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE PREPAID RETURN ENVELOPE PROVIDED. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON, SHOULD YOU SO DESIRE.
By Order of the Board of Directors
H. Gearl Gore
Secretary
West Palm Beach, Florida
June 28, 1995
REPUBLIC SECURITY FINANCIAL CORPORATION
4400 Congress Avenue
West Palm Beach, Florida 33402-3288
(407) 840-1200
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on
July 26, 1995
The accompanying proxy is solicited by the Board of Directors of Republic
Security Financial Corporation (the "Company" or "RSFC"), the holding company of
Republic Security Bank, Federal Savings Bank (the "Bank" or "RSB"), for use at
the Annual Meeting of Shareholders of the Company to be held at the Omni West
Palm Beach Hotel, 1601 Belvedere Road, West Palm Beach, Florida, on Wednesday,
July 26, 1995, at 3:00 p.m., and at any postponements or adjournments thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Shareholders. A proxy may be revoked at any time prior to voting by
providing the Secretary with written notice revoking such proxy or a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person. Attending the meeting by itself will not revoke a proxy previously
given.
This proxy statement and the accompanying proxy are first being mailed to
shareholders on or about June 28, 1995, together with RSFC's Annual Report to
Shareholders for the fiscal year ended March 31, 1995.
RSFC's principal executive offices are located at 4400 Congress Avenue,
West Palm Beach, Florida 33402-3288 and its telephone number is (407) 840-1200.
Holders of shares of Common Stock of record at the close of business on
June 9, 1995, will be entitled to vote on all matters presented at the Annual
Meeting and at any postponement or adjournment thereof. As of such date, there
were 4,264,150 shares of Common Stock issued and outstanding. Each share of
Common Stock entitles the holder to one vote in the election of directors and
all other shareholder matters. The presence, either in person or by proxy, of
persons entitled to vote a majority of the Company's outstanding shares of
Common Stock is necessary to constitute a quorum for the transaction of business
at the Annual Meeting. Directors are elected by the affirmative vote of a
plurality of the votes cast at the Annual Meeting. If no instructions are given
on a proxy, it will be voted for the election as directors of the four nominees.
ELECTION OF DIRECTORS
The Board of Directors, which is currently comprised of ten members, is
divided into three classes. The prescribed term for a director is three years.
Class 1 and Class 3 are comprised of three members, and Class 2 is comprised of
four members. All members of Class 2 are standing for re-election in 1995. The
Company has no reason to believe that any nominee for election will not be able
to serve his prescribed term. The persons named in the proxy will, however,
have discretionary authority to vote for another if a nominee is unable or
unwilling to serve.
Set forth below is information regarding such nominees and other directors
whose terms of office will continue after the Annual Meeting, including their
ages and principal occupations or employment and business experience during the
last five years.
NOMINEES FOR ELECTION AS DIRECTORS THROUGH 1998
CLASS 2 DIRECTORS (TERMS EXPIRE 1995):
H. Gearl Gore, 47, has been a Director and the Secretary of RSFC since the
Company's inception. He has been the President of H. Gearl Gore, Inc., a real
estate appraisal firm in Jupiter, Florida since 1983. Approximately 55% of that
firm's gross revenues were derived from appraisal services provided to the Bank.
Mr. Gore has been the President and Chief Operating Officer of Northco
Investment Properties, Inc., a real estate brokerage firm in Jupiter, Florida,
from 1981 to present. From 1975 to 1980 he was Florida state sales director for
United Sun Life Insurance Co. He served as a Councilman for the Town of Jupiter
from 1981 to 1983.
Richard J. Haskins, 46, was Senior Vice President and Chief Financial
Officer of RSFC since 1985, Senior Vice President of the Bank since August 1984,
and a Director of RSFC since 1986. In 1989, he was appointed Executive Vice
President of RSFC and the Bank. For ten years prior to 1984, he had been an
accountant with the West Palm Beach, Florida office of Deloitte Haskins & Sells,
certified public accountants, where he held the position of Manager.
William F. Spitznagel, 68, has been a Director of RSFC from the Company's
inception through December 31, 1986 and from February 21, 1987 to present. He
was Chairman and President of Roadway Services, Inc., a motor freight company,
from 1978 until his retirement in 1981. He presently serves as a consultant to
that company.
William Wolfson, 66, has been a certified public accountant since 1960 and
in 1994 retired as senior partner in the accounting firm of Wolfson, Milowsky,
Melzer, Ettinger & Wieselthier, P.C. He has been a Director of RSFC since 1993.
DIRECTORS WHOSE TERMS DO NOT EXPIRE THIS YEAR
CLASS 1 DIRECTORS (TERMS EXPIRE 1997):
Ashok Dalal, 54, is an accountant and has been the President of the public
accounting firm of Ashok Dalal, Inc. since 1978. Mr. Dalal also serves as
Director of New Care Health Inc., a nursing home business.
Lennart E. Lindahl, Jr., 51, has been a Director of RSFC since the
Company's inception. Since 1970, he has been President of Lindahl, Browning,
Ferrari & Hellstrom, Inc., Consulting Engineers in Jupiter, Florida. Mr.
Lindahl is also past Chairman of the Economic Council of Palm Beach County and
Past President of the Palm Beach County Development Board. He currently serves
as Chairman of the Florida Inland Navigation District.
Bruce E. Wiita, M.D., 58, has been a Director of RSFC since the Company's
inception. He is a surgeon and urologist practicing in Jupiter and Palm Beach
Gardens since 1973. He is the former Chief of Staff of the Jupiter Hospital and
Chief of Surgery of the Palm Beach Gardens Hospital and Jupiter Hospital.
Currently, he is a Director of the American Heritage Management and Development
Corporation, a real estate development company, and Chairman of the DevMed Group
Inc., a medical manufacturing corporation.
CLASS 3 DIRECTORS (TERMS EXPIRE 1996):
Richard C. Rathke, 63, has been a Director of RSFC since the Company's
inception. He has been the President of RCR Enterprises, Inc., a real estate
development firm in Jupiter, Florida, since 1979. From 1966 to 1979 he was the
President and owner of Trans Pacific Trading Co. of Fort Lauderdale, Florida, a
firm engaged in importing and retail sales.
Rudy E. Schupp, 44, has been President and Chief Executive Officer of RSFC
since 1985, and the President and Chief Executive Officer of the Bank since its
inception. From 1980 to 1984, Mr. Schupp was employed by AmeriFirst Bank, FSB,
Miami, Florida, where he held the position of Division Vice President and,
previously, was Senior Vice President and Division Manager of the Orlando
Division of AmeriFirst Bank, FSB. Mr. Schupp was Manager in Consumer Bank
Planning and Marketing at First Union National Bank, Charlotte, North Carolina,
from 1977 to 1980.
Victor Siegel, M.D., 48, is a physician and surgeon specializing in
Obstetrics and Gynecology and has been practicing in Palm Beach County since
January 1982. Dr. Siegel is a member of the Florida and Palm Beach County
Medical Associations and was the Executive Director of the Palm Beach County
Medical Society in 1986. He has been a Director of RSFC since 1989.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE; DIRECTOR
COMPENSATION
During the fiscal year ended March 31, 1995, there were 12 regular
meetings of the Board of Directors and one special meeting. Each director
attended at least 75% of the meetings of the Board and of committees of the
Board on which such director served. Each director received a retainer of $200
per month plus $300 for attendance at Board meetings, and $100 for each
committee meeting attended. See "Options Granted in Last Fiscal Year".
The RSFC Board has an Audit Committee which reviews, reports to and
advises the Board with respect to various auditing and accounting matters
involving the selection of and the nature of services to be performed by RSFC's
independent auditors, the performance of such auditors and the fees to be paid
to them, the scope of audit procedures and RSFC's accounting procedures and
internal controls. The members of the Audit Committee are Directors Gore,
Wolfson, Rathke and Dalal. Four Audit Committee meetings were held during the
fiscal year 1995.
The RSFC Board has a Compensation Committee which investigates comparative
compensation, reviews levels of staffing and compensation and reports its
findings and recommendations to the Board of Directors. See "Report of the
Compensation Committee". The members of the Compensation Committee are
Directors Lindahl, Spitznagel and Wiita. Three Compensation Committee meetings
were held in fiscal year 1995.
The RSFC Board has a Nominating Committee, which reviews the
qualifications of candidates for the Board and reports its findings and
recommendations to the Board. The members of the Nominating Committee are
Directors Spitznagel, Siegel, Haskins and Lindahl. One Nominating Committee
meeting was held in fiscal year 1995. The Nominating Committee will consider
proposals for nominees for Director from shareholders which are made in writing
to the Secretary of the Company at 4400 Congress Avenue, West Palm Beach,
Florida, 33407-3288.
CERTAIN TRANSACTIONS
Mr. Gore owns a real estate appraisal firm which received fees from the
Bank for appraisals of real estate relating to loan transactions. During the
years ended March 31, 1995, 1994, and 1993, such fees aggregated approximately
$140,000, $208,000, and $251,000, respectively.
See "Management Indebtedness to the Bank".
CONSENT TO FINDINGS OF EXCHANGE ACT VIOLATIONS
On October 22, 1993, the Company and Mr. Haskins consented, without
admitting or denying the matters therein, to findings of the Securities and
Exchange Commission that he caused violations of Sections 13(a) and 13(b)(2)(A)
of the Securities Exchange Act of 1934 and Rules 12b-20 and 13a-13 promulgated
hereunder and to an order of the Commission that he cease and desist from
committing or causing future violations of such provisions. The Company's and
Mr. Haskins' consents were given in connection with a determination that the
Company failed to timely record a loss on a certain lease transaction in its
Form 10-Q for the quarter ended June 30, 1989 and that Haskins, as the Company's
chief financial officer, determined not to record the loss in such 10-Q.
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
<TABLE>
The Summary Compensation Table below sets forth a summary of the
compensation paid for the last three completed fiscal years to each Company
executive officer, whose total salary and bonus for 1995 exceeded $100,000:
<CAPTION> SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e) (f)
Fiscal Restricted All Other
Name and Principal Position Year Salary Bonus ($) Stock Award(s) Compensation
($) ($) ($)
<S> <C> <C> <C> <C> <C>
Rudy E. Schupp 1995 148,000 78,077 16,400 6,965
Chairman and Chief Executive 1994 141,350 100,612 13,750 4,327
Officer of RSFC and RSB 1993 130,875 97,761 27,720 4,963
Richard J. Haskins, Executive Vice 1995 115,993 39,039 8,400 6,784
President of RSFC and RSB, Chief 1994 110,140 46,566 7,150 3,243
Financial Officer of RSFC 1993 103,870 41,189 18,523 4,436
Gregory S. Bills (g) 1995 60,103 0 0 83,175
Senior Vice President, 1994 99,200 7,326 11,582 2,092
Lending for RSB 1993 91,250 11,122 6,065 2,047
<FN>
FOOTNOTES:
(c) Salary: Total base salary paid for fiscal years 1995,
1994 and 1993 for RSFC and RSB.
(d) Bonus: Annual incentive compensation paid for
financial results achieved during the fiscal
year.
(e) Restricted Stock Awards: The amounts represent the dollar value of
Company awards on the date of grant for stock
grants under the Company's Restricted Stock
Plan. Restricted stock awards vest after
three years provided the executive does not
resign or is not terminated for cause.
Dividends are paid on restricted stock. The
aggregate number of shares and market value
of restricted stock as of the end of fiscal
year 1995 held by each named executive was as
follows: Schupp 27,383 shares ($116,378);
Haskins 18,154 shares ($77,154).
(f) All Other Compensation: The amounts shown in this column comprise
matching contributions to the 401(k) plan,
the cost of term life insurance premiums for
the benefit of the executive, and automobile
allowance. In addition, Bills was paid
$75,000 in fiscal year 1995 for the purchase
of his rights under the supplemental
Executive Retirement Plan Agreement.
(g) Mr. Bills resigned his position of Senior Vice President in October
1994.
</TABLE>
EMPLOYMENT AGREEMENTS
Mr. Schupp and Mr. Haskins have employment agreements with the Company,
renewable each year, which provide for the payment of incentive compensation
equal to 4% for Schupp, and 2% for Haskins, of the Company's quarterly
consolidated income before taxes. These amounts are reflected in column (d) of
the Summary Compensation Table. The agreements also provide for a severance
payment equal to 150% of base salary and incentive compensation in the event of
termination without cause and provide for benefits including the use of an
automobile and $200,000 term life insurance for the benefit of the executive.
If a change in control of the Company should occur and (1) the executive's
employment is involuntarily terminated or not extended (other than for cause or
physical or mental incapacity) or (2) he resigns due to his reasonable
determination that he is prevented from exercising his authority or performing
his duties and functions as an officer, then he would be entitled under the
employment agreements to receive a lump sum payment equal to three times his
annual salary. The agreements also provide for payments the executive would
have received in respect to cash incentive compensation and contemplate an
additional payment of 20% of three times his annual salary as compensation for
discounted fringe benefits, as well as for the continuation of any applicable
employee benefit plans for a thirty-six month period. A "Change of Control" is
defined in the agreements as the acquisition by any person or group of 25% or
more of the combined voting power of the Company's then outstanding securities.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In 1987 RSFC initiated a non-qualified pension plan for senior officers
and division heads of RSFC and its subsidiaries. Eligibility to participant in
the plan requires that the employee be a division head with the title of Vice
President or above, have three years of consecutive service and be approved by
the Board of Directors. The number of persons eligible for this plan in the
current year is four. The expected cost of the plan for the current year is
$120,000. Those executives currently participating in the plan are Messrs.
Schupp, Haskins, one other executive officer, and one former executive officer.
The retirement benefit to the employee will range between 30% to 70% of his or
her average base salary for the last three years of employment and will commence
no earlier than age 55 nor later than age 62. Participants vest 20% in the plan
in the year they enter the plan and become fully vested under various vesting
schedules depending on their retirement benefit.
RESTRICTED STOCK PLAN
On May 24, 1989, the Board of Directors adopted a Restricted Stock Plan
for senior officers of RSFC and its subsidiaries. Under the Plan, shares of
Common Stock are awarded to key executives. The shares are forfeited by the
executive during the three year period after the effective date of the award if
the executive resigns or is terminated for cause. The Plan is administered by
the Compensation Committee and the committee can select at its sole discretion,
key executives of the Company and its subsidiary who the committee determines
are in a position to have a significant impact on the long term profitability of
the company to be participants under the plan. No awards may be made under the
plan after December 31, 1994, although the plan shall continue in effect with
respect to outstanding awards on or prior to the date. The total number of
shares of common stock reserved for this plan is 100,000. In addition to the
stock grants, the Company will make a cash payment equal to 28% of the taxable
value of the shares of common stock granted in an award as of the date on which
the shares are valued for federal income tax purposes. On April 1, 1994, 6,200
shares of common stock were granted under this plan at a fair market value of
$4.00 per share at the date of the grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Messrs. Lindahl, Spitznagel and
Wiita. None of the members of the committee has ever been an officer or
employee of Republic Security Financial Corporation or the Bank.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
developing the Company's executive compensation policies, administering the
Company's various management incentive programs and making recommendations to
the Board with respect to the policies. In addition, the Compensation Committee
makes annual recommendations to the Board concerning the compensation paid to
the Chief Executive Officer and to each of the other senior officers of the
Company.
Compensation Philosophy: The Compensation Committee of the Board of
Directors believes strongly that the maximization of corporate performance and,
in turn, shareholder value depends to a significant extent on the establishment
of a close alignment between the financial interests of shareholders and those
of the Company's employees, including its senior managers.
Stability of management has been consistently expressed as a strength of
and a key to the sustained performance of the Company by its market makers and
investment bankers; therefore retention of the senior executive group is
considered an important goal by the Committee in developing specific compensa-
tion recommendations.
Compensation should involve elements which encourage the Company's
performance over longer periods, such elements relate to earnings performance of
the Company. By example, such compensation elements might include stock
options, stock grants, restricted stock plans and other such compensation
vehicles.
Base Compensation: The Compensation Committee members
recommended base compensation increases at the Bank ranging from 4% to 8%,
supplemented by a continuation of the quarterly management bonus plan. The
Committee feels concerned about the retention of key executives, particularly in
light of recent growth in franchise value through the acquisition of a
commercial bank and the prospects of continued success in increasing shareholder
value of the company in relation to what was expressed as modest base
compensation increases.
Annual Bonus Plan: One time stock grants of varying levels were
made to each of the senior executives to supplement the base increase and to
reward for the extraordinary efforts involved in achieving the former results.
Due to stock transaction restrictions, such stock grants are a longer term
incentive which should contribute to the retention of executives.
CEO Compensation: As with all Company executives, the compensation for Mr.
Schupp consists of base salary, annual incentives and long-term compensation.
The Committee meets each January to review recommendations for salary increases
and incentive awards for Mr. Schupp and other executives of the Company.
BASE SALARY. The Committee reviewed salary survey data related to the
position of Chief Executive Officer of financial institutions of
comparable size to the Company. These surveys included two national
surveys and one state of Florida survey. Based upon the review of those
surveys and the fact that the Company had attained a majority of its goals
as set forth in its strategic plan, the Committee recommended a base
salary increase for Mr. Schupp of 4.7%.
ANNUAL CASH INCENTIVE. Mr. Schupp's annual cash incentive is 4% of the
Company's pre-tax income. The amount of this cash incentive is determined
by the Committee by reviewing the Company's budgeted earnings and then
comparing the combination of Mr. Schupp's base salary and cash incentive
to the aforementioned salary surveys. Should the Company achieve its
budgeted results, Mr. Schupp would be compensated at a rate commensurate
with those of his peer group companies. Should the Company exceed its
budgeted earnings, Mr. Schupp would enjoy a compensation package which
would reward him for exceeding the performance of his peer group
companies.
The Company's compensation plans for senior officers should continue to
include a strong element of "at risk" incentive compensation revolving around
the successful completion of extraordinary tasks assigned and/or earnings
results for the Company. In this regard, compensation results for executives
can expand or contract ultimately with the performance of the Company and
therefore return on equity to shareholders.
Market data for peer group positions indicates varying support for
specific levels of compensation. Although the data indicates that the Company's
management are at or near the top of such peer group data, inconsistencies in
the market data are recognized and the superior performance of the Bank is
considered an offsetting factor. In addition, the potential volatility of
executive earnings vis-a-vis the "at risk" incentive compensation is considered
to provide a safety valve to correct compensation in the event of substandard
performance.
COMPENSATION COMMITTEE
Lennart E. Lindahl, Jr.
William F. Spitznagel
Bruce E. Wiita, M.D.
OPTIONS GRANTED IN LAST FISCAL YEAR
No options were granted in fiscal year 1995.
FISCAL YEAR-END
STOCK OPTION VALUES
<TABLE>
The following table summarizes the options held at year end by persons
named in the Summary Compensation Table.
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
NUMBER OF SHARES
UNDERLYING UNEXERCISED OP- VALUE OF UNEXERCISED IN-
TIONS AT THE-MONEY OPTIONS AT FY-
SHARES FY-END (#) END
Name ACQUIRED ON VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
EXERCISE ($)
<S> <C> <C> <C> <C> <C> <C>
Rudy E. Schupp 1,000 $1,000 22,880 10,000 $39,000 $17,500
Richard J. 0 $0 22,800 -0- $39,000 0
Haskins
</TABLE>
<TABLE>SECURITY OWNERSHIP
The following table sets forth, as of June 9, 1995, the number of shares
of RSFC's Common Stock beneficially owned by each nominee for the board of
directors, the directors remaining in office, each person named in the Summary
Compensation Table contained herein, all directors and executive officers as a
group and each beneficial owner known to RSFC of 5% or more of the Common Stock.
Except otherwise indicated, each individual named has sole investment and voting
power with respect to the shares shown.
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
Title of Class NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
<S> <C> <C> <C>
Common Gregory S. Bills 2,809 *
Common Ashok Dalal 28,462 (2)(7) *
Common H. Gearl Gore 142,424 (2)(3)(4)(5) 3.3%
Common Richard J. Haskins 73,289 (3)(4) 1.7%
Common Lennart E. Lindahl 126,092 (2)(3)(4)(5) 2.9%
Common Richard C. Rathke 140,599 (2)(3)(4)(5) 3.2%
Common SC Fundamental, Inc. 285,000 6.7%
The SC Fundamental Value Fund, L.P.
SC Fundamental Value BVI, Inc.
Peter M. Collery
Gary N. Siegler
712 Fifth Avenue
New York, NY 10019
Common Rudy E. Schupp 114,285 (3)(4)(6) 2.7%
Common Victor Siegel, M.D. 272,909 (1)(2)(3) 6.3%
210 Jupiter Lakes Blvd., Suite 300
Jupiter, FL 33458
Common William F. Spitznagel 293,650 (1)(2)(3)(4)(5) 6.8%
4400 Congress Avenue
West Palm Beach, FL 33407
Common Bruce E. Wiita, M.D. 137,325 (2)(3)(4)(5) 3.2%
Common William Wolfson 9,184 (1)(2)(7) *
Common All Directors and Executive Officers 1,359,467 (8) 29%
as a Group (13 persons)
<FN>
* Less than one percent.
(1) Includes 3,703, 2,468 and 659 shares issuable upon conversion of the
Company's Series A Convertible Preferred Stock, at an conversion price of
$4.05, for Siegel, Spitznagel and Wolfson, respectively.
(2) Includes 5,250 shares issuable upon the exercise of options, at an
exercise price of $3.33 per share.
(3) Includes 12,128 shares issuable upon exercise of options, at an
exercise price of $2.48 per share.
(4) Includes 10,672 shares issuable upon exercise of options, at an exercise
price of $2.62 per share.
(5) Includes 27,536 shares issuable upon exercise of warrants, at an exercise
price of $5.00 per share.
(6) Includes 14,768 shares issuable upon exercise of options, at an exercise
price of $2.50 per share.
(7) Includes 1,278 and 9,983 shares issuable upon exercise of warrants, at a
price of $3.90 per share, for Messrs. Wolfson and Dalal, respectively.
(8) Includes Convertible Preferred Stock, options and warrants for 384,267
shares of Common Stock. Actual Common Stock owned is 22.9% of the total
outstanding.
</TABLE>
<TABLE>STOCK PERFORMANCE Set forth below is a five-year comparison of the total shareholder return of the
Company with both a broad equity market index and a peer group. The table
assumes $100 was invested on April 1, 1989 and shows the cumulative total return
as of each March 31 thereafter.
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
MARCH 31,
1990 1991 1992 1993 1994 1995
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REPUBLIC SAVINGS FINANCIAL CORP. $100 $136 $294 $393 $392 $423
RUSSELL 2000 INDEX 100 107 129 149 165 174
PEER GROUP 100 72 102 140 166 182
<FN>
* $100 INVESTED ON 3/31/90 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING MARCH 31.
THE BOARD EQUITY MARKET INDEX USED WAS THE RUSSELL 2000 AND THE PEER GROUP
REPRESENTS THRIFTS WITH ASSET SIZE BETWEEN $300,000,000 AND $260,000,000 AT
MARCH 31, 1995. THE PEER COMPANY GROUP IS AS FOLLOWS:
FIDELITY FINANCIAL BANKSHARES LAWRENCE SAVINGS BANK
PVF CAPITAL CORP. FIRST HARRISBURG BANCORP
CASCADE FINANCIAL CORP. FINANCIAL SECURITY CORP.
WESTCO BANKCORP NORTHWEST INDIANA BANCORP
COVENANT BANK FOR SAVINGS PEOPLES BANCORP
SHELTON BANCORP CHARTER BANK, SB, MEC
NEWMIL BANCORP, INC. ALLIED BANK CAPITAL, INC.
ESSEX BANCORP, INC CHESTER VALLEY BANCORP INC.
WFS BANCORP, INC. FIRST KEYSTONE FINANCIAL
FLORIDA FIRST BANCORP, INC. JEFFERSON BANCORP, INC.
FIRST MIDWEST FINANCIAL, INC. PSF FINANCIAL CORP.
FIDELITY BANCORP, INC. GLENWAY FINANCIAL CORP.
KENTUCKY ENTERPRISE BANCORP.
</TABLE>
<TABLE>MANAGEMENT INDEBTEDNESS TO THE BANK
<CAPTION>
LARGEST AMOUNT
OUTSTANDING
DURING THE YEAR BALANCE MARCH
OFFICER AND/OR DIRECTOR PURPOSE ENDED MARCH 31, 31, 1995 INTEREST RATE
1995
<S> <C> <C> <C> <C>
Linda Brucato 1 $94,366 $91,972 03.250%
Linda Brucato 2 13,520 0 11.000%
Ashtok Dalal 3 100,000 100,000 10.000%
H. Gearl Gore 1 183,531 178,651 03.250%
H. Gearl Gore 1 48,873 42,421 11.000%
H. Gearl Gore 2 25,807 24,687 10.000%
Gulfstream Exterminating (Gore) 3 6,722 3,992 11.000%
Gulfstream Exterminating (Gore) 3 9,833 7,000 11.000%
Richard J. Haskins 2 22,931 22,243 10.000%
Richard J. Haskins 2 28,000 28,000 08.750%
Lennart Lindahl 2 79,273 33,840 10.000%
Rudy E. Schupp 1 26,046 22,151 10.000%
Rudy E. Schupp 2 45,049 44,651 11.000%
Victor Siegel 2 129,987 129,988 10.000%
Victor Siegel 2 11,546 9,758 07.750%
Victor Siegel 2 60,864 59,964 10.000%
Bruce Wiita 2 77,583 55,827 11.000%
Devmed Group, Inc. (Wiita) 3 60,731 60,731 10.000%
<FN>
1 - Personal Residence
2 - Consumer
3 - Business
All extensions of credit to officers, directors and employees of the
Company and its subsidiaries are made based on the same underwriting guidelines
used for extensions of credit to the general public.
</TABLE>
OTHER MATTERS
In order for shareholder proposals to be included in the Company's
1996 proxy statement, such proposals must be received by RSFC no later than
February 24, 1996, and must otherwise be in compliance with applicable
Securities and Exchange Commission regulations.
A copy of RSFC's Annual Report to Shareholders for the year ended
March 31, 1995, including financial statements, is being mailed to shareholders
together with this proxy statement and the accompanying proxy.
The cost of furnishing the Annual Report and of making this proxy
solicitation is being borne by the Company. In addition to the solicitation of
proxies by mail, directors, officers and employees of RSFC or the Bank may,
without additional compensation, solicit proxies personally or by other
appropriate means. Arrangements may also be made with brokerage firms, banks
and other custodians, nominees and fiduciaries for the forwarding of proxy
solicitation materials to, and the obtaining of proxies from, beneficial owners
of the Common Stock held of record by such entities or persons. RSFC will
reimburse such entities and persons for their reasonable expenses incurred in
that regard.
Ernst & Young has acted as RSFC's independent auditors for the fiscal
year ended March 31, 1995. The Audit Committee has not met to select
independent auditors for the current year. Representatives from Ernst & Young
are expected to be present at the Annual Meeting, whereby they will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions from shareholders.
Management knows of no other business to be presented at the Annual
Meeting. Should additional business properly come before the Annual Meeting,
the persons acting as the proxies will have discretion to vote in accordance
with their own judgment on such business.
By Order of the Board of Directors
R. E. Schupp
Chairman of the Board
West Palm Beach, Florida
June 28, 1995
