<PAGE>
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
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Berkshire Bancorp Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Board of Directors of Berkshire Bancorp Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
BERKSHIRE BANCORP INC.
160 BROADWAY
NEW YORK, NEW YORK 10038
TEL: (212) 791-5362
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 13, 2000
To the Stockholders of
BERKSHIRE BANCORP INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Berkshire Bancorp Inc., a Delaware corporation (the "Company"), will be held on
Thursday, April 13, 2000, at 10:00 A.M. Eastern Standard Time, at 1251 Avenue of
the Americas, 45th Floor, New York, New York 10020, for the purpose of
considering and acting upon the following:
1. To elect four directors to hold office until the next Annual
Meeting of Stockholders and until their respective successors
have been duly elected and qualified; and
2. To transact such other business as may properly come before
the Annual Meeting of Stockholders and any adjournment(s)
thereof.
The Board of Directors has fixed the close of business on March 9, 2000
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to notice of, and to vote at, the Annual
Meeting of Stockholders and any adjournment(s) thereof.
Enclosed with this Notice are a Proxy Statement, a proxy card and
return envelope, and the Company's Annual Report to Stockholders for the fiscal
year ended October 31, 1999 (which includes the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission).
All stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE WHICH HAS BEEN PROVIDED.
By Order of the Board of Directors
Theodore Katzenstein
Assistant Secretary
Dated: March 10, 2000
<PAGE>
BERKSHIRE BANCORP INC.
160 BROADWAY
NEW YORK, NEW YORK 10038
TELEPHONE NO.: (212) 791-5362
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 13, 2000
---------------
MARCH 10, 2000
INFORMATION REGARDING PROXIES
This Proxy Statement is being furnished in connection with the
solicitation of the accompanying proxy card by and on behalf of the Board of
Directors of Berkshire Bancorp Inc. (the "Company") for use at the Company's
2000 Annual Meeting of Stockholders (the "Annual Meeting") to be held on April
13, 2000, at 10:00 A.M. Eastern Standard Time, at 1251 Avenue of the Americas,
45th Floor, New York, New York 10020 and at any adjournment(s) or
postponement(s) thereof for the purposes set forth in the accompanying Notice of
Meeting. This Proxy Statement and the accompanying proxy card are first being
mailed to stockholders of the Company on or about March 10, 2000.
The principal executive offices of the Company are located at 160
Broadway, New York, New York 10038.
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies principally by the use of the mail,
directors, officers and other employees of the Company, acting on its behalf and
without special compensation, may solicit proxies by telephone, telegraph,
facsimile or personal interview. The Company will, at its expense, request
brokers and other custodians, nominees and fiduciaries to forward proxy
soliciting material to the beneficial owners of shares held of record by such
persons. It is estimated that said solicitation costs will be nominal.
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on March 9, 2000
as the record date (the "Record Date") for the determination of stockholders of
the Company who are entitled to receive notice of, and to vote at, the Annual
Meeting. Only stockholders of record on the Record Date shall be entitled to
notice of, and to vote at, the Annual Meeting. At the close of business on the
Record Date, an aggregate of 2,127,265 shares of the Company's Common Stock were
outstanding, each of which is entitled to one vote on each matter to be voted
upon at the Annual Meeting. The Company's Stockholders do not have cumulative
voting rights. The Company has no other class of securities entitled to vote at
the Annual Meeting.
VOTING PROCEDURES; REVOCATIONS
When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions indicated thereon. If a proxy
card is properly executed but no directions are indicated thereon, the shares
will be voted (I) FOR the election of each of the nominees for director named
herein as shown on the form of proxy card.
<PAGE>
The Board of Directors does not know of any other business to come
before the Annual Meeting. However, if any other matters should properly come
before the Annual Meeting or any adjournment or postponement thereof for which
specific authority has not been solicited from the stockholders, then, to the
extent permissible by law, the persons named in the proxies will vote the
proxies (which confer authority upon them to vote on any such matters) in
accordance with their judgment. A stockholder who executes and returns the
enclosed proxy card may revoke it at any time prior to its exercise by giving
written notice of such revocation to the Secretary or Assistant Secretary of the
Company, by executing a subsequently dated proxy card or by voting in person at
the Annual Meeting. Attendance at the Annual Meeting by a stockholder who has
executed and returned a proxy card does not alone revoke such proxy. Votes will
be counted and certified by one or more Inspectors of Election who are expected
to be employees of American Stock Transfer & Trust Company, the Company's
transfer agent.
Proxies in the accompanying form are being solicited by, and on behalf
of, the Company's Board of Directors. The persons named in the proxy have been
designated as proxies by the Company's Board of Directors. Pursuant to Delaware
corporate law, the presence of the holders of a majority of the outstanding
shares of the Company's Common Stock entitled to vote, represented at the Annual
Meeting in person or by proxy, will constitute a quorum. If a quorum is present
at the Annual Meeting, the nominees for director shall be elected by a plurality
of the votes present (in person or by proxy) at the Annual Meeting and entitled
to vote thereon. Shares represented by proxies that are marked "abstain" will be
counted as shares present for purposes of determining the presence of a quorum
on all matters. Proxies relating to "street name" shares that are voted by
brokers on some but not all of the matters will be treated as shares present for
purposes of determining the presence of a quorum on all matters, but they will
not be treated as shares entitled to vote at the Annual Meeting on those matters
as to which authority to vote is withheld by the broker ("Broker Non-Votes").
The four nominees receiving the highest vote totals will be elected as Directors
of the Company. Accordingly, abstentions and Broker Non-Votes will not affect
the outcome of the election. OFFICERS AND DIRECTORS OF THE COMPANY WHO
BENEFICIALLY OWN MORE THAN 50% OF THE OUTSTANDING SHARES OF COMMON STOCK HAVE
ADVISED THE COMPANY THAT THEY INTEND TO BE PRESENT (IN PERSON OR BY PROXY) AT
THE ANNUAL MEETING AND TO VOTE FOR ALL OF THE COMPANY'S FOUR NOMINEES FOR
DIRECTORS. IN THE EVENT THAT THEY DO SO VOTE THEIR SHARES, THE ELECTION OF SUCH
NOMINEES ARE ASSURED.
PROPOSAL I: ELECTION OF DIRECTORS
The entire Board of Directors is to be elected at the Annual Meeting.
The Company's by-laws presently set the size of the Board of Directors at not
less than three (3) nor more than eleven (11). Accordingly, at the Annual
Meeting, four (4) nominees will be elected to hold office as directors. The four
persons listed below have been nominated to serve as directors of the Company
until the next annual meeting of stockholders and until their respective
successors have been duly elected and qualified. All of the nominees are
currently directors of the Company. In the unexpected event that any of such
nominees should become unable or decline to serve, proxies may be voted for the
election of substitute nominees as are designated by the Company's Board of
Directors.
The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee (based solely upon
information furnished by such persons). Each of the persons named below has
indicated to the Board of Directors of the Company that he will be able to serve
as a director if elected and each has consented to be named in this Proxy
Statement.
2
<PAGE>
Proxies in the accompanying form will be voted at the Annual Meeting in
favor of the election of each of the nominees listed below, unless authority to
do so is specifically withheld as to an individual nominee or nominees or all
nominees as a group. Proxies cannot be voted for a greater number of persons
than the number of nominees named. In the unexpected event that any such nominee
should become unable to or for good cause will not serve, the persons named in
the accompanying proxy have discretionary authority to select and vote for the
election of substitute management nominees. Directors will be elected by a
plurality of the votes present at the Annual Meeting in person or by proxy and
entitled to vote thereon (assuming a quorum exists).
<TABLE>
<CAPTION>
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
-------------------------- --- ----------
<S> <C> <C>
William L. Cohen 58 1993
Mr. Cohen has been a director since July
1993. Mr. Cohen is President, Chief
Executive Officer and Chairman of the Board
of The Andover Apparel Group Inc., an apparel
manufacturing company, positions he has held for
more than the past five years.
Moses Marx 64 1995
Mr. Marx has been a director since May
1995. Mr. Marx has been a general partner
in United Equities Company (a securities
brokerage firm) since 1954 and a general
partner in United Equities Commodities
Company (a commodities brokerage firm)
since 1972. He is also President of Momar
Corp. (an investment company). Mr. Marx
is a director of The Cooper Companies, Inc.
(a developer and manufacturer of healthcare
products).
Steven Rosenberg 51 1995
Mr. Rosenberg has been a director since May
1995. Mr. Rosenberg has served as
President and Chief Executive Officer of
the Company since March 1999 and as Vice
President-Finance and Chief Financial
Officer of the Company since 1990. From
September 1987 through April 1990, he
served as President and Director of Scomel
Industries, Inc., a company engaged in
international marketing and consulting. Mr.
Rosenberg is a director of The Cooper
Companies, Inc.
Randolph B. Stockwell 53 1988
Mr. Stockwell has been a director since
July 1988. He has been private investor
for over ten years and has served in
various capacities with the Community Bank,
a commercial bank, from September 1972 to
January 1987.
</TABLE>
There are no family relationships (whether by blood, marriage or
adoption) among any of the Company's current directors or executive officers.
3
<PAGE>
BOARD COMMITTEES, MEETINGS AND COMPENSATION
The Board of Directors of the Company has established an Audit
Committee and a Stock Incentive Committee. The Company does not have a
nominating committee or a compensation committee. The Audit Committee and the
Stock Incentive Committee are comprised of Messrs. Cohen and Stockwell. The
Audit Committee's functions include reviewing with the independent auditors the
plan and result of the auditing engagement, reviewing the adequacy of the
Company's system of internal accounting controls, and considering the range of
audit and nonaudit services. The Stock Incentive Committees's functions
presently consist of the administration of the Company's 1999 Stock Incentive
Plan.
During the fiscal year ended October 31, 1999, the Board met three
times and acted once by unanimous written consent. The Audit Committee and the
Stock Incentive Committee each met one time during fiscal 1999. No director
attended fewer than 75% of the total number of meetings of the Board and of the
committees of the Board on which he served.
For a description of compensation paid to Directors, see "Management
Compensation - Compensation of Directors."
Directors are elected annually by the Company's stockholders.
SECURITIES HELD BY MANAGEMENT AND OTHERS
SECURITIES HELD BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the close of business on the date
indicated below by each nominee for director (each of whom is presently a
director), the only executive officer named in the Summary Compensation Table
set forth below (who is also a director of the Company), and by all directors
and executive officers as a group. Under the rules of the Securities and
Exchange Commission, a person is deemed to be a beneficial owner of a security
if he has or shares the power to vote or direct the voting of such security or
the power to dispose or direct the disposition of such security. A person is
also deemed to be a beneficial owner of any security of which that person has
the right to acquire beneficial ownership within sixty (60) days.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
FEBRUARY 29, 2000
-----------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER (1) SHARES COMMON STOCK
- ------------------- ------------- ------------
<S> <C> <C>
William L. Cohen 1,500 (2) *
Moses Marx 1,106,120 (3) 51.9%
Steven Rosenberg 20,082 (4) *
Randolph B. Stockwell 7,000 (5) *
All executive officers and
directors as a group (4 1,134,702 (6) 52.9%
persons)
</TABLE>
- -----------
* Less than 1%.
The business address, for purposes hereof, of all of the Company's
directors and executive officers, is c/o the Company's principal executive
offices at 160 Broadway, New York, New York 10038.
4
<PAGE>
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act.
(2) Includes 1,000 shares issuable upon the exercise of options which have
been granted to Mr. Cohen under the Company's Stock Option Plan for
Non-Employee Directors.
(3) Includes 500 shares issuable upon the exercise of options which have
been granted to Mr. Marx under the Company's Stock Option Plan for
Non-Employee Directors.
(4) Includes 15,000 shares issuable upon the exercise of outstanding
options which have been granted to Mr. Rosenberg under the Company's
1991 Stock Incentive Plan.
(5) Includes 1,000 shares issuable upon the exercise of options which have
been granted to Mr. Stockwell under the Company's Stock Option Plan for
Non-Employee Directors.
(6) Includes 17,500 shares issuable upon the exercise of outstanding
options granted pursuant to Company stock option plans.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding ownership
of the Company's Common Stock by parties (other than Mr. Marx - See "Securities
Held by Management" above) who have advised the Company that they beneficially
own more than five (5%) percent of the Company's Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED AS OF
FEBRUARY 29, 2000
-----------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER (1) SHARES COMMON STOCK
- ------------------- ------------- ------------
<S> <C> <C>
Estate of Mel Schnell (1) 150,000 6.6%
6 Maiden Lane
New York, NY 10038
</TABLE>
- ---------
(1) Based upon filings made by the estate of Mr. Schnell with the Securities and
Exchange Commission (the "SEC"). Represents 150,000 shares of Common Stock which
are issuable upon the exercise of options granted to Mr. Schnell, while
President of the Company, under the Company's 1991 Stock Incentive Plan (which
has been replaced).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1999, the Company made a term loan in the principal amount of
$2,000,000 to Pharmaceutical Holdings Corp., a Delaware corporation, the
principal stockholder of which is Momar Corporation, the principal stockholder
and chief executive officer of which is Moses Marx, a director and principal
stockholder of the Company. The loan bears interest at the Chase Manhattan Bank
prime rate (which is 8.75% as of the date hereof) plus one (1%) percent and the
principal amount of $2,000,000 is due and payable on or before June 7, 2000.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Exchange Act, requires the Company's executive
officers (as defined therein), directors and persons owning more than ten (10%)
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership of all equity and derivative securities of
the Company with the SEC, and The Nasdaq Stock Market. SEC regulations also
require that a copy of all such Section 16(a) forms filed be furnished to the
Company by its executive officers, directors and greater than ten (10%) percent
stockholders.
5
<PAGE>
Based solely on a review of the copies of such forms and amendments
thereto received by the Company, or on written representations from the
Company's executive officers and directors that no Forms 5 were required to be
filed, the Company believes that during fiscal 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and beneficial
owners of more than ten (10%) percent of any of its Common Stock were met.
MANAGEMENT COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows compensation paid in or with respect to each of
the last three fiscal years to Mr. Steven Rosenberg, who served as the Company's
president and chief executive officer during fiscal 1999. Mr. Rosenberg was the
only executive officer of the Company as of the fiscal year ended October 31,
1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND -----------------------------------
PRINCIPAL POSITION YEAR SALARY AND BONUS
- ------------------ ---- ----------------
<S> <C> <C>
Steven Rosenberg(1) 1999 $125,000
President and Chief 1998 $ 90,000
Financial Officer 1997 $ 90,000
</TABLE>
- ----------
(1) Mr. Rosenberg assumed the position of President in March 1999.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of options to Mr. Rosenberg in fiscal year 1999.
The following table sets forth information concerning the value of
unexercised options held by Mr. Rosenberg, the Company's only executive officer,
as of the fiscal year ended October 31, 1999. Mr. Rosenberg did not exercise any
options during the fiscal year ended October 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES OF VALUE OF
COMMON STOCK UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(1)
---------- -------------
EXERCISABLE/ EXERCISABLE/
Name UNEXERCISABLE UNEXERCISABLE
- ---- ------------- -------------
<S> <C> <C>
Steven Rosenberg 15,000/-0- 363,750/-0-
</TABLE>
- ----------
(1) Based upon the last sale price on October 29, 1999 of $34.00 for the Common
Stock.
6
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
The Company does not have a Compensation Committee of its Board of
Directors, although it does have a Stock Incentive Committee. Decisions as to
compensation are made by the Company's Board of Directors. During the Company's
fiscal year ended October 31, 1999, none of the executive officers of the
Company served on the board of directors of any other entity, any of whose
executive officers has served on the Board of Directors of the Company.
REPORT ON EXECUTIVE COMPENSATION
There is no Compensation Committee of the Board of Directors or other
committee of the Board performing equivalent functions. As noted above,
compensation of the Company's executive officers is determined by the Board of
Directors. There is no formal policy for the Company's executive officers.
The Board of Directors has appointed a Stock Option Committee which has
made grants under and administered the 1999 Stock Incentive Plan. The Committee
will continue to make grants and administer the 1999 Stock Incentive Plan for
the duration of the plan.
Total compensation for executive officers consists of a combination of
salaries and stock option awards. Executive officers shall be entitled to
receive such annual bonuses as the Board of Directors may in its discretion
determine to be appropriate under the circumstances, based upon, with respect to
each fiscal year, the Company's results of operations and progress with respect
to the achievement of its strategic goals, the executive officers' performance,
and such other factors as the Board of Directors deems to be relevant. No
bonuses were paid to any executive officer in 1999. Stock option awards under
the Company's 1999 Stock Incentive Plan are intended to attract, motivate and
retain senior management personnel by affording them an opportunity to receive
additional compensation based upon the performance of the Company's Common
Stock.
William L. Cohen
Moses Marx
Steven Rosenberg
Randolph B. Stockwell
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives monthly
fees of $1,000 for serving as a director of the Company and $1,000 for each day
during which he participates in a meeting of the Board and, if on a separate
day, $500 for each day during which he participates in a meeting of a committee
of the Board of which he is a member. In addition, see -- "1999 Stock Incentive
Plans" below.
BENEFIT PLANS
Except as set forth below under "Stock Plans", the Company does not
maintain any pension, profit-sharing or other incentive compensation plans for
the benefit of any of its current employees.
STOCK PLANS
In 1999, the Board of Directors of the Company adopted a Stock
Incentive Plan (the "1999 Stock Incentive Plan"). The Plan was approved by the
Company's stockholders at a meeting held on March 23, 1999. A brief description
of the 1999 Stock Incentive Plan is as follows:
The 1999 Stock Incentive Plan permits the granting of awards in the
forms of nonqualified stock options, incentive stock options, restricted stock,
deferred stock, and other stock-based incentives. Up to 200,000 shares of Common
7
<PAGE>
Stock of the Company may be issued pursuant to the 1999 Stock Incentive Plan
(subject to appropriate adjustment in the event of stock splits, combinations or
changes in the corporate structure of the Company). Officers, directors and
other key employees of the Company or any subsidiary are eligible to receive
awards under the 1999 Stock Incentive Plan. The option exercise price of all
options which are granted under the 1991 Stock Incentive Plan must be at least
equal to 100% of the fair market value of a share of Common Stock of the Company
on the date of grant.
The Company's 1999 Stock Incentive Plan replaced the Company's 1991
Stock Incentive Plan and its Stock Option Plan for Non-Employee Directors
(collectively, the "Former Plans"). No further options will be granted under the
Company's Former Plans. However, holders of options previously granted under the
Former Plans will continue to have the right to exercise those options in
accordance with the terms of the options.
PERFORMANCE GRAPH
In January 1999, the Company completed the acquisition of The Berkshire
Bank and became a Bank Holding Company. Prior to said acquisition, the Company
had not had significant operating businesses or operations in a primary business
segment to which a meaningful comparison of the Company's performance could be
made. Accordingly, the following graph compares the cumulative total return on
the Company's Common Stock with the cumulative total return of The Nasdaq Stock
Market Bank Stocks Index and the Nasdaq Market Total Return Index for the
five-year period ended October 31, 1999. The graph assumes that the value of the
investment in the Company and the index was $100 on October 31, 1994 and assumes
that all dividends were reinvested.
RETURN TO SHAREHOLDERS OF BERKSHIRE BANCORP INC.
<TABLE>
<CAPTION>
===========================================================
10/31/94 10/31/95 10/31/96 10/31/97 10/30/98 10/31/99
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Berkshire Bancorp Inc. $100.00 $85.00 $115.00 $250.00 $327.20 $343.20
- -------------------------------------------------------------------------------------
NASDAQ Market $100.00 $132.16 $173.34 $277.63 $294.22 $315.53
Bank Stock Index
- -------------------------------------------------------------------------------------
NASDAQ Market $100.00 $134.65 $158.93 $209.17 $234.09 $391.01
Total Return Index
=====================================================================================
</TABLE>
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, the persons holding the accompanying proxy will vote in
accordance with their judgement.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP has audited and reported upon the financial
statements of the Company for the fiscal year ended October 31, 1999. It is
currently anticipated that Grant Thornton LLP will be selected by the Board of
Directors to examine and report upon the financial statements of the Company for
the two month transition period ended December 31, 1999 and for the fiscal year
ending December 31, 2000. A representative of Grant Thornton LLP is expected to
be present at the Annual Meeting with the opportunity to make a statement if he
or she desires to do so and is expected to be available to respond to
appropriate questions.
8
<PAGE>
SUBMISSION OF STOCKHOLDER PROPOSALS
A stockholder proposal must be received by the Company on or
prior to October 31, 2000 at the address of the Company set forth on the first
page of this Proxy Statement in order to be eligible for inclusion in the
Company's proxy statement for the 2001 Annual Meeting of Stockholders. Any such
proposal should be directed to the Secretary or Assistant Secretary of the
Company.
In accordance with Rules 14a-4(c) and 14a-5(e) promulgated
under the Exchange, the Company hereby notifies its stockholders that it did not
receive notice of any proposed matter to be submitted for stockholder vote at
the Annual Meeting and, therefore, any proxies received in respect of the Annual
Meeting will be voted in the discretion of the Company's management on any other
matters which may properly come before the Annual Meeting. The Company further
notifies its stockholders that if the Company does not receive notice by January
24, 2001 of a proposed matter to be submitted for stockholders vote at the 2001
Annual Meeting, then any proxies held by members of the Company's management in
respect of such Annual Meeting may be voted at the discretion of such management
members on such matter if it shall properly come before such Annual Meeting,
without any discussion of such proposed matter in the proxy statement to be
distributed in respect of such Annual Meeting.
By Order of the Board of Directors
Theodore Katzenstein
Assistant Secretary
Dated: March 10, 2000
9
<PAGE>
APPENDIX 1
BERKSHIRE BANCORP INC.
160 BROADWAY
NEW YORK, NEW YORK 10038
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 13, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven Rosenberg and Theodore Katzenstein,
and each of them, as proxies, with full power of substitution in each of them,
in the name, place and stead of the undersigned, to vote at the Annual Meeting
of Stockholders of Berkshire Bancorp Inc. on Thursday, April 13, 2000, at 1251
Avenue of the Americas, New York, New York, or at any adjournment or
adjournments thereof, according to the number of votes that the undersigned
would be entitled to vote if personally present, upon the following matters:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees
listed below.
William L. Cohen, Moses Marx, Steven Rosenberg and Randolph B. Stockwell
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.)
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED ABOVE.
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF
NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL BOARD NOMINEES
LISTED IN PROPOSAL 1.
DATED:________________, 2000 Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should 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
--------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
10
