<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
First Republic Bancorp Inc.
.............................................................................
(Name of Registrant as Specified In Its Charter)
First Republic Bancorp Inc.
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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: _/
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
_/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
......................................................
Notes:
<PAGE>
LOGO
388 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1994
----------------
TO THE STOCKHOLDERS OF FIRST REPUBLIC BANCORP INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
Republic Bancorp Inc., a Delaware corporation ("First Republic"), will be held
on Wednesday, May 4, 1994, at 4:00 PM Eastern Time, at the New York Yacht Club,
37 West 44th Street, New York, NY 10036 for the following purposes:
1. To elect four directors to First Republic's Board of Directors, each to
hold office for a three year term;
2. To approve the grant of stock options for an aggregate of 82,400 shares
of First Republic's Common Stock to the Company's eight non-employee
directors.
3. To ratify the selection of KPMG Peat Marwick as independent auditors of
First Republic and its subsidiaries for the year ending December 31,
1994; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record on March 22, 1994, shall be entitled to notice of and
to vote at the Annual Meeting.
By Order of the Board of Directors
LOGO
James H. Herbert, II, President
San Francisco, California
April 1, 1994
EACH STOCKHOLDER IS CORDIALLY INVITED TO ATTEND AND TO VOTE AT THE ANNUAL
MEETING IN PERSON. HOWEVER, TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU
ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTPAID ENVELOPE. THE EXECUTION OF YOUR PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
FIRST REPUBLIC BANCORP INC.
388 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1400
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1994
----------------
This Proxy Statement refers to proxies solicited by the Board of Directors of
First Republic Bancorp Inc., a Delaware corporation ("First Republic" or the
"Company"), for use at the Annual Meeting of Stockholders to be held on
Wednesday, May 4, 1994, 4:00 PM Eastern Time, at the New York Yacht Club, 37
West 44th Street, New York, NY 10036, and at any adjournments or postponements
thereof (the "Meeting"), for the purpose of considering and acting upon the
matters specified in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement, the Notice of Annual Meeting of Stockholders and the
accompanying Form of Proxy is being sent to stockholders on or about April 4,
1994.
The close of business on March 22, 1994, has been designated as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting. On March 4, 1994, 7,755,542 shares of First Republic's Common
Stock, par value $.01 per share (the "Common Stock"), were outstanding and
entitled to vote. Except as otherwise specified, all references in this Proxy
Statement to numbers of shares of First Republic's Common Stock have been
adjusted to reflect the effect of the 3% stock dividend paid by the Company on
March 15, 1994 to stockholders of record on February 18, 1994.
Stockholders will be entitled to one vote for each share of Common Stock held
by them of record at the close of business on the record date on any matter
that may be presented for consideration and action by the stockholders at the
Meeting.
All shares represented by properly executed, unrevoked proxies received in
time for the Meeting will be voted in accordance with instructions specified
therein. In the absence of appropriate instructions to the contrary, shares
represented by executed proxies will be voted in favor of the election of
Management's nominees to the Board of Directors, in favor of the grant of stock
options for an aggregate of 82,400 shares of First Republic's Common Stock to
the Company's eight non-employee directors, in favor of ratification of the
selection of KPMG Peat Marwick as the independent auditors of First Republic
for the fiscal year ending December 31, 1994 and in accordance with the best
judgment of the proxy holders with respect to any other matters which may
properly come before the 1994 Annual Meeting. Any proxy may be revoked at any
time prior to being voted by filing a written notice of revocation with the
Secretary of First Republic, by presentation of a proxy of later date or by
voting at the Meeting in person. Abstentions and broker non-votes are counted
for the purpose of determining the presence or absence of a quorum for the
transaction of business, but will not be treated as having voted for purposes
of determining the outcome of a vote.
The cost of soliciting proxies will be paid by First Republic. Arrangements
will be made with brokerage houses and other custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of First
Republic's Common Stock, and such persons will be reimbursed for their
reasonable expenses. Proxies may be solicited by directors, officers and
regular employees of First Republic in person, by telephone or by telegraph for
which such persons will receive no special compensation.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the Common Stock
of First Republic as of March 4, 1994 by (i) each person known to First
Republic to own more than five percent of such securities, (ii) all members of
the Board of Directors of First Republic, and (iii) all directors and officers
of First Republic as a group. The number of outstanding shares of Common Stock
of First Republic, as of March 4, 1994, was 7,755,542.
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT & NATURE OF
OWNER BENEFICIAL OWNERSHIP(1)(2) PERCENT OF CLASS
- ------------------------------ -------------------------- ----------------
<S> <C> <C>
Tiger Management Corporation and
Affiliates (3).................... 757,778 9.8%
101 Park Avenue
New York, NY 10178
James H. Herbert, II............... 640,747 7.8%
Dimensional Fund Advisors and
Affiliates ....................... 591,145 7.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Harbor Capital Management Company,
Inc. ............................. 540,633 7.0%
125 High Street, 26th Floor
Boston, MA 02110
Eagle Asset Management Inc. (3).... 453,621 5.9%
880 Carillon Parkway
St. Petersburg, FL 33716
The Equitable Companies
Incorporated...................... 435,553 5.6%
and Subsidiaries (3)
787 Seventh Avenue
New York, NY 10019
J.P. Morgan & Co. Incorporated..... 422,268 5.3%
and Subsidiaries (3)
60 Wall Street
New York, New York 10260
Katherine August................... 253,610 3.2%
Barrant V. Merrill (4)............. 137,603 1.8%
First Republic Bancorp Inc......... 127,702 1.6%
Employee Stock Ownership Plan (5)
Kenneth W. Dougherty (4)........... 70,636 0.9%
James F. Joy (4)................... 61,530 0.8%
Frank J. Fahrenkopf, Jr............ 58,005 0.7%
L. Martin Gibbs.................... 52,040 0.7%
Richard Cox-Johnson (4)............ 45,414 0.6%
Roger O. Walther (4)............... 40,239 0.5%
John F. Mangan..................... 36,821 0.5%
All Directors and Officers as a
Group (Currently 12 persons)...... 1,547,297 17.5%
</TABLE>
- --------
(1) The number of shares shown in column 2 under the caption "Amount and Nature
of Beneficial Ownership" reflects the 3% stock dividend paid by the Company
on March 15, 1994. The information as to beneficial ownership of Common
Stock by officers and directors has been furnished by the respective
officers and directors of First Republic and, except as otherwise
indicated, percentage ownership is determined by assuming (i) that any
presently exercisable options owned by such person have been exercised by
such person and not by any other person, and (ii) that the additional
82,400 directors' options subject to stockholder approval in accordance
with Proposal No. 2 have been approved. Included, where applicable, are
shares issuable upon exercise of currently vested options as follows: Mr.
Herbert--467,240 shares; Ms. August--198,598 shares; all other directors--
36,821 shares each; all directors and officers as a group--1,091,757
shares. In addition, 4,388 shares have been included as owned by Ms. August
to reflect shares issuable upon conversion of an aggregate of $60,000 in
principal amount of First Republic's 7 1/4% Convertible Subordinated
Debentures, due 2002, directly and indirectly beneficially owned by Ms.
August.
(2) Based solely on its review of the copies of reports of ownership and
changes in ownership provided to First Republic by certain reporting
persons pursuant to Section 16(a) of the Securities Exchange Act of 1934,
or written representations from certain reporting persons, First Republic
believes that during the 1993 fiscal year all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-
percent beneficial owners were complied with, except that one report by Mr.
Cox-Johnson indicating receipt of an indirect beneficial interest in 3,289
shares in June 1992 was not filed until March 1994 and one report by Mr.
Fahrenkopf indicating the purchase of 1,591 shares in a retirement plan in
October 1992 was not filed until March 1994.
2
<PAGE>
(3) Information with respect to Tiger Management Corporation has been obtained
from Amendment No. 2 to its Schedule 13G, filed with the SEC on January 31,
1994 which indicates that the number of shares of First Republic
beneficially owned by Tiger Management Corporation, together with shares
beneficially owned by an affiliate, totalled 757,778; information with
respect to Dimensional Fund Advisors, Inc. has been obtained from its
Schedule 13G, filed with the SEC on February 9, 1994 on behalf of
Dimensional Fund Advisors, Inc. and certain affiliated entities;
information with respect to Eagle Asset Management, Inc. has been obtained
from its Schedule 13G, filed with the SEC on February 8, 1994; information
with respect to Harbor Capital Management has been obtained from its
Schedule 13G filed with the SEC on March 11, 1994; information with respect
to The Equitable Companies Incorporated has been obtained from Amendment
No. 3 to its Schedule 13G, filed with the SEC on February 9, 1994 on behalf
of The Equitable Companies Incorporated and certain affiliated entities;
and information with respect to J.P. Morgan & Co. Incorporated has been
obtained from Amendment No. 2 to its Schedule 13G, filed with the SEC on
February 23, 1994, and includes securities for which there is a right to
acquire 146,332 shares of Common Stock of First Republic; and information
with respect to The Equitable Companies Incorporated has been obtained from
Amendment No. 3 to its Schedule 13G, filed with the SEC on February 9, 1994
on behalf of The Equitable Companies Incorporated and certain affiliated
entities. Of the shareholders for which Schedules 13G were filed, Tiger
Management Corporation, Dimensional Fund Advisors, Inc., Harbor Capital
Management Company, Inc., Eagle Asset Management Inc. and J.P. Morgan & Co.
Incorporated each indicated sole voting rights and power to dispose with
respect to shares owned by them. The Equitable Companies Incorporated
indicated sole power to vote with respect to 360,987 shares and sole power
to invest with respect to 435,553 shares.
(4) Includes shares attributed to: Mr. Merrill from (i) his wife (43,761
shares), (ii) his children (3,713 shares), and (iii) a trust for his wife
(8,487 shares); Mr. Dougherty from his wife and children (9,282 shares);
Mr. Joy from his wife and children (24,709 shares); Mr. Cox-Johnson from a
family trust (3,289 shares); and Mr. Walther from his wife (3,312 shares).
(5) Shares attributed to the First Republic Bancorp Employee Stock Ownership
Plan (the "ESOP") represent shares not yet allocated to individual
participants in the ESOP. ESOP shares that have been allocated are voted by
the individual and are included in the beneficial ownership calculations
for officers and directors who are employees of the Company.
1. ELECTION OF DIRECTORS
First Republic's Board of Directors consists of ten Directors. The Directors
of First Republic serve three-year terms which are staggered to provide for the
election of approximately one-third of the Board members each year. At the
Meeting, four Directors will stand for reelection.
INFORMATION CONCERNING NOMINEES
The four persons named below are the Company's nominees for election to the
Board of Directors: Mr. Herbert, Mr. Joy, Mr. Merrill and Mr. Walther are
nominated to be Class III directors with terms expiring in 1997. Messrs.
Herbert, Joy, Merrill and Walther have served as directors of First Republic
since its inception.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL BUSINESS EXPERIENCE
- ------------ -------- -----------------------------
<S> <C> <C>
James H. Herbert, II 1985 President, Chief Executive Officer and Director.
49 From 1980 to July 1985, Mr. Herbert was Presi-
dent, Chief Executive Officer and a director of
San Francisco Bancorp. He is a past President,
Chairman of the Legislative Committee and a di-
rector of the California Association of Thrift &
Loan Companies, and is on the California Commis-
sioner of Corporations' Industrial Loan Law Ad-
visory Committee. B.S., 1966, Babson College;
M.B.A., 1969, New York University. Member of The
Babson Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL BUSINESS EXPERIENCE
------------ -------- -----------------------------
<S> <C> <C>
James F. Joy 1985 Director. Mr. Joy is a Director of CVC Capital
56 Partners--Europe, and a non-executive Director
of Sylvania Lighting International. Formerly, he
was Chairman of Real Estate Research Corpora-
tion, President of Stanger Joy Associates, fi-
nancial consultants, and Vice-President--Corpo-
rate Finance at Thomson McKinnon Securities,
Inc. In May 1989, Mr. Joy filed a petition under
Chapter 11 of the U.S. Bankruptcy Code and in
1990, on consent of all parties, the court dis-
missed the case. B.S. 1959 and B.S.E.E., 1960,
Trinity College; M.B.A., 1964, New York Univer-
sity.
Barrant V. Merrill 1985 Director. Mr. Merrill is an investor. He is the
63 Managing Partner of Sun Valley Partners. Previ-
ously, he was General Partner of Dakota Partners
and of Galena Partners, and Chairman of Pershing
& Co., Inc., a division of Donaldson, Lufkin &
Jenrette. B.A., 1953, Cornell University.
Roger O. Walther 1985 Chairman of the Board of Directors. Mr. Walther
58 is Chairman and Chief Executive Officer of ELS
Educational Services, Inc., the largest teacher
of English as a second language in the United
States. Formerly, he served as Chairman of San
Francisco Bancorp. He is a director of Charles
Schwab & Co., Inc. B.S., 1958, United States
Coast Guard Academy; M.B.A., 1961, Wharton
School, University of Pennsylvania; and member
of the Graduate Executive Board of the Wharton
School.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. HERBERT,
JOY, MERRILL AND WALTHER AS CLASS III DIRECTORS.
INFORMATION CONCERNING OTHER DIRECTORS
The following table sets forth the name of each of the remaining Directors of
First Republic (other than those identified under "Election of Directors,"
above) and certain pertinent information about them.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL BUSINESS EXPERIENCE
------------ -------- -----------------------------
<S> <C> <C>
Katherine August 1988 Executive Vice-President and Director. Ms. Au-
46 gust served as Chief Financial Officer of First
Republic from July 1985 until August 1988. Pre-
viously, Ms. August served as Senior Vice Presi-
dent and Chief Financial Officer at PMI Mortgage
Insurance Co., a subsidiary of Sears/Allstate.
A.B., 1969, Goucher College; M.B.A., 1975 Stan-
ford University.
Richard M. Cox-John- 1986 Director. Mr. Cox-Johnson is a director of Pre-
son mier Consolidated Oilfields PLC and a director
59 of Marine and General Mutual Life Assurance So-
ciety. Graduate of Oxford University, 1955.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME AND AGE SINCE PRINCIPAL BUSINESS EXPERIENCE
------------ -------- -----------------------------
<S> <C> <C>
Kenneth W. Dougherty 1985 Director. Mr. Dougherty is an investor and was
67 previously President of Gill & Duffus Interna-
tional Inc. and Farr Man & Co. Inc., which were
international commodity trading companies. B.A.,
1948, University of Pennsylvania.
Frank J. Fahrenkopf, 1985 Director. Mr. Fahrenkopf is a partner in the
Jr. Washington, D.C. law firm of Hogan & Hartson.
54 From January 1983 until January 1989, he was
Chairman of the Republican National Committee.
B.A., 1962, University of Nevada-Reno; L.L.B.,
1965, University of California-Berkeley.
L. Martin Gibbs 1985 Director. Mr. Gibbs is a partner with the New
56 York law firm of Rogers & Wells, counsel to the
Company. B.A., 1959, Brown University; J.D.,
1962, Columbia University.
John F. Mangan 1985 Director. Mr. Mangan is an investor and was pre-
57 viously President of Prudential-Bache Capital
Partners, Inc., and a Managing Director of Pru-
dential-Bache Securities, Inc. Prior to that, he
was the Managing General Partner of Rose Invest-
ment Company, a venture capital partnership.
B.A., 1959, University of Pennsylvania.
</TABLE>
MEETINGS AND ORGANIZATION
During the fiscal year ended December 31, 1993, the Board of Directors held
four regularly scheduled meetings, acted by telephonic board meeting three
times and one action was taken by unanimous written consent. All Directors of
First Republic attended at least 75% of the meetings of the Board of Directors
and committees on which they served.
COMMITTEES OF THE BOARD OF DIRECTORS
Executive Committee. The primary responsibilities of the Executive Committee
are to advise the Company's management on matters when the full Board of
Directors is unavailable or to conduct business as specifically designated by
the full Board. The members of the Executive Committee are Ms. August and
Messrs. Herbert, Merrill and Walther.
Compensation Committee. The primary responsibilities of the Compensation
Committee are to establish and review the compensation, both direct and
indirect, to be paid to First Republic's executive officers and other members
of management; to review and submit to the Board of Directors its
recommendations with respect to executive compensation plans; to establish and
review periodically First Republic's policies relating to executive
perquisites; and to oversee First Republic's employee benefit plans. The
members of the Compensation Committee are Messrs. Gibbs, Joy, Merrill and
Walther.
Audit Committee. The primary responsibilities of the Audit Committee are to
recommend to the Board of Directors a firm of independent certified public
accountants to conduct the annual audit of First Republic's books and records;
to review with such accounting firm the scope and results of the annual audit;
to review the performance by such independent accountants of professional
services in addition to those which are audit related; and to consult with the
internal and independent auditors with regard to the adequacy of First
Republic's systems of internal controls. The members of the Company's Audit
Committee are Messrs. Merrill and Walther.
During the last fiscal year, there were no meetings of the Executive
Committee; two meetings of the Compensation Committee and two actions taken by
unanimous written consent; and there were five meetings of the Audit Committee.
5
<PAGE>
2. PROPOSAL TO APPROVE THE GRANT OF STOCK OPTIONS FOR AN AGGREGATE OF 82,400
SHARES OF FIRST REPUBLIC'S COMMON STOCK TO FIRST REPUBLIC'S EIGHT NON-
EMPLOYEE DIRECTORS
On February 2, 1994, the Board of Directors of First Republic approved the
grant of stock options for an aggregate of 82,400 shares of First Republic's
Common Stock to the Company's eight non-employee directors, contingent upon
approval by the Company's stockholders (the "Contingent Directors' Options")
(See "Executive Compensation--Compensation of Directors"). The options provide
that they are not exercisable until and unless the Company's stockholders have
voted to approve the grant of the options. Each non-employee director received
options for 10,300 shares of Common Stock, exercisable for ten years from the
date of grant at an exercise price of $16.02 per share, which exceeded the
$15.53 closing price of the Common Stock as reported on the New York Stock
Exchange on the date of grant by approximately $0.50. On March 4, 1994, the
Company's Common Stock closed at $15.13. The number of shares of Common Stock
and the exercise price per share have been adjusted, in accordance with the
term of the options, to reflect the 3% stock dividend paid by the Company on
March 15, 1994.
The Contingent Directors' Options are "Non-Qualified Stock Options" within
the meaning of the Internal Revenue Code of 1986 (the "Code"). The Contingent
Directors' Options provide that, upon exercise, the optionee is entitled to
receive a payment equal to the tax benefit available to the Company, if any, as
a result of the tax deduction allowed to the Company in the year the options
are exercised.
The exercise price of the options is payable in cash or by certified or
official bank check in full at the time of exercise. The options are non-
transferrable, other than by will or the laws of descent and distribution.
The Directors' Options terminate on the earlier of (i) February 2, 2004, (ii)
the death of the optionee, (iii) twelve months following the termination of the
optionee's service as a director to the Company by reason of disability, (iv)
immediately upon the termination of the optionee as a director for cause, or
(v) six months following the resignation of the optionee or after expiration of
his term as a director if he does not stand for reelection.
The following table sets forth certain information concerning the options
granted to each nominee for director and to all non-executive directors as a
group.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
NUMBER
DOLLAR OF
NAME AND POSITION VALUE(1) UNITS
----------------- -------- ------
<S> <C> <C>
James F. Joy............................................. $-- 10,300
Barrant V. Merrill....................................... $-- 10,300
Roger O. Walther......................................... $-- 10,300
All Other Directors (non-employee directors; exclusive of
nominees)............................................... $-- 51,500
</TABLE>
- --------
(1) At March 4, 1994, the closing price of the Company's Common Stock on the
New York Stock Exchange was $15.13 per share which is below the exercise
price of the options ($16.02 per share).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE GRANT
OF STOCK OPTIONS FOR AN AGGREGATE OF 82,400 SHARES OF FIRST REPUBLIC'S COMMON
STOCK TO FIRST REPUBLIC'S EIGHT NON-EMPLOYEE DIRECTORS.
6
<PAGE>
3.APPROVAL OF SELECTION OF AUDITORS
A resolution will be presented at the Meeting to ratify the Board of
Directors' appointment of KPMG Peat Marwick as independent auditors to audit
the Company's financial statements for the year ending December 31, 1994. KPMG
Peat Marwick has audited the Company's financial statements for each year since
1989.
During 1993, First Republic made no changes in, and had no disagreements
with, its independent auditors on accounting and financial disclosure. A
representative of First Republic's independent auditors is expected to be
present at the meeting, and will have the opportunity to make a statement if he
desires to do so. It is expected that such representative will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE SELECTION OF
AUDITORS.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a fee for each regularly
scheduled meeting of the Board of Directors that he attends, except that First
Republic pays Mr. Walther, who does not receive a fee per board meeting
attended, a consulting fee for his services in marketing First Republic's
banking services, including its deposit gathering and loan programs, and for
his consulting services with respect to the management, administration,
operations and financing of First Republic. Non-employee directors received
$1,000 per meeting attended until an increase to $1,500 per meeting attended
was approved by the Board of Directors on February 2, 1994. Mr. Walther
received a consulting fee of $4,500 per month until February 2, 1994, at which
time an increase to $5,417 per month was approved by the Board of Directors.
The members of the Board of Directors are also reimbursed for their out-of-
pocket expenses incurred in connection with attendance at Board and committee
meetings in accordance with Company policy. In the fiscal year ended December
31, 1993, the Board of Directors held four regularly scheduled meetings and the
total cash compensation paid to non-employee directors was $80,000, including
$54,000 of consulting fees paid to Mr. Walther.
In lieu of paying higher cash directors' fees to its non-employee directors,
to more closely match their long term interests with those of other
stockholders, and to properly compensate for the responsibilities, both
business and regulatory, of being on the board of a holding company of a
federally insured institution, First Republic has from time to time granted
stock options to each non-employee director of the Company. Options granted to
the non-employee directors do not qualify as "Incentive Stock Options" under
the Code. The term of options granted to Directors is ten years.
The Company granted options covering 10,300 shares to each non-employee
director of the Company on February 2, 1994 at an exercise price per share of
$16.02, approximately $0.50 above the fair market value (closing price) of such
Common Stock at the date of grant. The options on the 10,300 shares granted in
February 1994 are not exercisable unless and until they have been approved by
the Company's stockholders, and are described in more detail above in
connection with Proposal No. 2. As of March 22, 1994, no non-employee director
of the Company had exercised any of his directors' options.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the fiscal years ending December 31, 1993,
1992, and 1991, certain compensation paid by the Company, including salary,
bonuses, stock options, and certain other compensation, to its Chief Executive
Officer and its three other most highly compensated executive officers for the
fiscal year ended December 31, 1993:
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS(4)(5)
------------------------------------ ------------
OTHER
ANNUAL OPTIONS BY ALL OTHER
PERFORMANCE COMPEN- NUMBER OF COMPEN-
NAME & PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) SATION(3) SHARES(6) SATION(7)
- ------------------------- ---- --------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
James H. Herbert,
II
President and 1993 $345,000 $410,220 -- -- $30,674
Chief Executive 1992 $345,000 $448,507 $44,000 249,311 $27,690
Officer 1991 $345,000 $378,085 -- 106,090 --
Katherine August 1993 $175,000 $208,080 -- -- $30,674
Executive Vice 1992 $175,000 $227,501 -- 106,090 $27,690
President 1991 $175,000 $191,780 -- 42,436 --
Willis H. Newton,
Jr.
Senior Vice
President and 1993 $145,000 $172,850 -- -- $30,674
Chief Financial 1992 $145,000 $188,436 -- 42,436 $27,690
Officer 1991 $145,000 $158,850 -- 21,218 --
Linda G. Moulds
Vice President, 1993 $ 92,000 $109,350 -- -- $28,394
Controller and 1992 $ 92,000 $119,556 -- 26,522 $26,905
Secretary 1991 $ 92,000 $100,785 -- 15,913 --
</TABLE>
- --------
(1) Includes amounts earned but deferred into the Company's 401(k) plan at the
election of the executive.
(2) Under the Company's Executive Performance Bonus Pool Program, senior
executives share, in proportion to their relative base salary levels, in
the performance bonus pool which is equal to 5% of the Company's earnings
before taxes and bonuses, adjusted for loan loss experience. No bonus is
paid unless the Company's pre-tax, pre-bonus earnings exceed a specified
minimum threshold. The total Bonus Pool for 1993 was limited to $900,000.
See "Compensation Committee Report to Stockholders--The Executive
Performance Bonus Pool Program" for further discussion of the program.
(3) Other annual compensation for Mr. Herbert includes $32,000 paid in 1992
pursuant to the 1985 Stock Option Plan, an amount equal to the estimated
benefit to the Company of the deductions on Incentive Stock Options
exercised by Mr. Herbert in 1992. Perquisites are not included for any of
the persons named in the table above for 1993 or any of the other persons
named for 1992 since the aggregate amount for each such person is less than
the lesser of $50,000 or 10% of that person's salary and bonus, in
accordance with the rules promulgated by the Securities and Exchange
Commission ("SEC"). Additionally, pursuant to SEC rules, no amounts are
shown for 1991.
(4) The Company has not granted any stock appreciation rights ("SARs").
(5) There were no payments under any Long Term Incentive Plan (as defined in
the rules promulgated by the SEC) in 1993, 1992 or 1991.
(6) Options by Number of Shares for 1992 represents the maximum total number of
shares as to which the named optionees were granted Performance-Based
Contingent Options during 1992, including all shares that vest only if the
Company achieves the performance levels specified in those options. See
"Performance-Based Contingent Stock Options," below.
(7) Consists of the Company's matching payments under its 401(k) plan and the
dollar value at year end of shares earned under the Company's Employee
Stock Ownership Plan ("ESOP") during 1993 and 1992. The amounts under these
two plans in 1993 were $8,994 and $21,680, respectively for each of Mr.
Herbert, Ms. August and Mr. Newton; and $8,994 and $19,400, for Ms. Moulds.
The amounts under these two plans in 1992 were $8,728 and $18,962,
respectively, for each of Mr. Herbert, Ms. August, and Mr. Newton; and
$8,728 and $18,177 for Ms. Moulds. In accordance with SEC rules, no amounts
are shown for 1991.
8
<PAGE>
PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
On May 7, 1992, First Republic's Board of Directors approved the grant of
performance-based contingent stock options (the "Performance-Based Contingent
Options") covering an aggregate of 249,311 shares of First Republic's common
stock to Mr. Herbert, an aggregate of 106,090 shares to Ms. August, an
aggregate of 42,436 shares to Mr. Newton, and an aggregate of 26,522 shares to
Ms. Moulds. The options are exercisable for a period of ten years from the date
of grant at an exercise price of $14.85 per share, the closing price of First
Republic's common stock on May 7, 1992, as adjusted for the two 3% stock
dividends paid on March 18, 1993 and on March 15, 1994. However, the options
may be exercised only to the extent that they have vested. The options vested
as to 20% of the underlying shares of common stock immediately upon grant.
Under the terms of the Performance-Based Contingent Options, the remaining
underlying shares of common stock vest only upon the achievement of minimum
targeted annual increases in First Republic's tangible book value per share
over a period of years ending on December 31, 1995, or upon the happening of
certain extraordinary events. As a result of the Company achieving an actual
tangible book value per share of $11.94 at December 31, 1992, the options
vested as to an additional 27.8% on February 15, 1993. At December 31, 1993,
the Company's actual tangible book value per share was $13.58 which exceeded
the $12.48 target for that date, and on February 15, 1994, in accordance with
the terms of the options, the options vested as to an additional 19.4% of the
underlying shares, bringing total cumulative vesting to 67.2%.
Under the terms of the Performance-Based Contingent Options, the options vest
each year as to the remaining unvested underlying common shares contingent upon
the achievement of specific target amounts for tangible book value per share at
each year's end. The minimum target amounts, as adjusted for the two recent 3%
stock dividends, are $10.94 per share at December 31, 1992, $12.48 per share at
December 31, 1993, $14.22 per share at December 31, 1994, and $16.35 per share
at December 31, 1995. In any year in which the minimum target amount is not
achieved, no additional option shares will vest with respect to that year. If
the target amount is achieved or surpassed, additional option shares would vest
at a pro rata amount based upon the actual tangible book value per share
achieved as compared to the final $16.35 target amount, versus a starting point
of $9.59 at December 31, 1991. Any option shares that have not vested in a
prior year may vest in subsequent years if the target amount for the subsequent
year (through year-end 1995) is achieved or surpassed.
In addition, all of the option shares immediately vest at any time within ten
years, regardless of whether the target amounts have been met, upon the
happening of certain events relating to extraordinary transactions, including a
merger or consolidation of the company, a sale, lease, exchange or other
disposition of all or substantially all of the assets of the company, a
liquidation or dissolution of the company, or the acquisition of, or offer for,
25% or more of the company's issued and outstanding common stock by any person
or group.
The Performance-Based Contingent Options are "Non-Qualified Stock Options"
within the meaning of the Code. The Performance-Based Contingent Options
provide that, upon exercise, the optionee is entitled to receive a payment
equal to the tax benefit available to the Company as a result of the tax
deduction allowed to the Company in the year the options are exercised.
The options granted to Ms. August, Mr. Newton and Ms. Moulds require that the
purchase price be paid in cash or by check at the time of exercise. Under the
terms of the options granted to Mr. Herbert, Mr. Herbert may pay the purchase
price of any shares as to which the option is exercised by delivery of cash or
a check for the aggregate par value of the shares purchased and delivery of a
promissory note for the balance of the purchase price. Principal and interest
on the promissory note would be payable ten years from the date it is made. The
note could be prepaid at any time. The rate of interest would be the rate
established by the Internal Revenue Service to provide that there is "adequate
stated interest" in accordance with the Internal Revenue Code for similar
maturity notes.
The Table of Option Grants for Fiscal Year 1993 has been omitted as there
were no new options granted during 1993 to the named executives.
None of the previously identified executive officers exercised any stock
options during the fiscal year ended December 31, 1993. The following table
presents information concerning options held at December 31, 1993 by the named
executives.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES UNEXERCISED
ACQUIRED OPTIONS AT VALUE OF UNEXERCISED IN-THE-
ON VALUE FISCAL YEAR-END MONEY OPTIONS AT FISCAL
EXERCISE REALIZED EXERCISABLE/ YEAR-END($)(1)
NAME (#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- -------- -------- --------------- ----------------------------
<S> <C> <C> <C> <C>
James H. Herbert, II.... -- -- 418,824/130,190 $1,856,600/$--
Katherine August........ -- -- 177,996/55,400 $ 701,600/$--
Willis H. Newton, Jr.... -- -- 62,709/22,160 $ 187,100/$--
Linda G. Moulds......... -- -- 50,863/13,850 $ 193,100/$--
</TABLE>
- --------
(1) Based upon fair market value of the Company's Common Stock at December 31,
1993.
(2) The only unexercisable options outstanding at December 31, 1993 were the
Performance-Based Contingent Options discussed above. At December 31, 1993
the exercise price of those options exceeded the closing price of the
Company's Common Stock on that date and thus had no current value.
CORPORATE PERFORMANCE
The following performance graph below depicts the value of investment (change
in the stock price plus reinvested dividends) for each monthly period from
December 31, 1988 to December 31, 1993 for the Company, the S&P 500 and an
Industry Group Composite of peer firms. The stock performance graph assumes
$100 invested on December 31, 1988 in First Republic Bancorp, Inc. common
stock, the S&P 500 and the Industry Group Composite. There has been no change
in either index used in this graph from those presented in the Company's prior
year proxy statement.
The graph compares the performance of the Company with that of the S&P 500
and a group of peer institutions whose investment has been weighted based on
market capitalization (price times shares outstanding). Companies in the peer
group are as follows: Bay View Capital Corp., California Financial Holding
Corp., Citadel Holding Corp., Coast Savings Financial, Inc., Downey Savings &
Loan Association, FirstFed Financial Corp., SFFed Corp., and Westcorp, Inc.
These companies are publicly traded holding companies of California-based
savings and loan institutions and have been selected by senior management, with
assistance from an independent third party, based on similarities in geographic
location, asset size and type of business activity.
10
<PAGE>
The historical stock prices shown in the graph are not necessarily indicative
of future price performance.
GRAPH
FIRST REPUBLIC BANCORP INC.
STOCK PRICE PERFORMANCE WITH DIVIDEND REINVESTED
DECEMBER 31, 1988 = $100
<TABLE>
<CAPTION>
FIRST REPUBLIC S&P 500 INDUSTRY GROUP
<S> <C> <C> <C>
DEC 88 100.00 100.00 100.00
JAN 89 94.12 107.32 105.66
FEB 89 83.82 104.65 111.40
MAR 89 72.05 107.09 108.87
APR 89 73.52 112.65 116.86
MAY 89 70.59 117.21 123.23
JUN 89 82.34 116.54 139.75
JUL 89 82.34 127.07 139.43
AUG 89 99.99 129.55 157.25
SEP 89 89.69 129.02 165.37
OCT 89 70.59 126.03 142.46
NOV 89 73.52 128.60 131.79
DEC 89 79.41 131.69 129.37
JAN 90 70.58 122.84 111.26
FEB 90 72.04 124.43 120.70
MAR 90 70.58 127.72 114.82
APR 90 61.76 124.54 112.33
MAY 90 58.81 136.68 123.68
JUN 90 70.58 135.76 118.85
JUL 90 82.33 135.32 108.49
AUG 90 58.81 123.09 95.05
SEP 90 58.81 117.10 78.94
OCT 90 54.41 116.60 68.56
NOV 90 54.41 124.14 76.92
DEC 90 52.93 127.60 76.48
JAN 91 82.33 133.15 82.77
FEB 91 97.03 142.68 101.09
MAR 91 102.92 146.13 104.83
APR 91 126.43 146.48 110.49
MAY 91 135.26 152.80 119.41
JUN 91 149.96 145.80 108.41
JUL 91 154.38 152.59 122.00
AUG 91 160.26 156.21 129.53
SEP 91 157.32 153.59 129.01
OCT 91 160.26 155.66 118.06
NOV 91 149.97 149.39 94.07
DEC 91 211.73 166.47 117.90
JAN 92 185.26 163.37 122.08
FEB 92 191.13 165.49 136.46
MAR 92 199.96 162.27 133.69
APR 92 179.39 167.03 128.43
MAY 92 172.03 167.85 134.57
JUN 92 169.11 165.35 128.05
JUL 92 180.86 172.11 123.06
AUG 92 158.81 168.59 107.23
SEP 92 147.05 170.57 95.47
OCT 92 129.41 171.15 99.09
NOV 92 138.24 176.98 107.18
DEC 92 133.82 179.15 118.67
JAN 93 150.00 180.65 142.97
FEB 93 163.59 183.11 149.76
MAR 93 157.52 186.98 149.42
APR 93 143.89 182.46 127.23
MAY 93 151.46 187.34 128.48
JUN 93 157.52 187.89 131.87
JUL 93 156.01 187.13 138.11
AUG 93 165.09 194.23 149.64
SEP 93 198.40 192.74 159.74
OCT 93 186.28 196.73 157.26
NOV 93 175.68 194.86 138.83
DEC 93 172.64 197.21 139.14
</TABLE>
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The Compensation Committee of the Board of Directors (the "Compensation
Committee") consists of Mr. Roger O. Walther, Chairman of the Compensation
Committee, L. Martin Gibbs, Esq., Mr. Barrant V. Merrill, and Mr. James F. Joy,
none of whom are currently officers or employees of the Company. The
Compensation Committee is responsible for setting and administering the
Company's policies governing senior executive compensation, subject to approval
by the Board of the Directors of the Company. Additionally, Messrs. Walther,
Merrill and Joy represent a majority of the trustees for the Company's Employee
Benefit Plans, including its Employee Stock Ownership Plan ("ESOP"), its 1985
Employee Stock Option Plan, and its 1992 Employee Stock Purchase Plan. The
Compensation Committee evaluates the performance of the senior executives and
determines compensation policies, programs, and levels for the senior executive
officers. The full Board of Directors reviews the Compensation Committee's
recommendations regarding the compensation of executive officers.
COMPENSATION PHILOSOPHY
The Compensation Committee's compensation philosophy is based upon the belief
that executive compensation should strongly reflect the achievement of results
as measured by key indicators of Company performance, including both short term
and longer term. The Compensation Committee has developed executive
compensation programs designed to incentivize and reward executives for their
contribution to Company performance that creates value for stockholders. The
Company has adopted an Executive Bonus Pool Program that ties cash bonus awards
to the Company's annual earnings. The Company's executives also participate in
a long-term incentive program under which performance-based contingent stock
options are directly linked to significant, targeted increases in the Company's
tangible book value per share over a four-year period through fiscal 1995.
11
<PAGE>
The Compensation Committee believes that earnings growth and increases in
tangible book value per share are the primary determinants in creating value
for stockholders over time.
The Company's executive compensation is based upon the following goals and
policies:
. A significant portion of executive compensation should be incentive
compensation that is directly linked to the Company's annual performance.
. Incentive compensation should be based on measures of Company performance
that are most meaningfully related to the creation of value for
stockholders, specifically the level of earnings and tangible book value
per share, over time.
. Compensation programs should support the long term strategic goals and
objectives of the Company.
. Compensation programs should incentivize and reward individuals for
outstanding contributions to the Company's success.
. Short-term and long-term compensation play a critical role in attracting,
retaining and motivating well qualified, performance-orientated
executives who function as a team.
In addition, the Compensation Committee believes that executive compensation
is intended to reward the Company's senior executives for continuing efforts to
build a high-quality, customer driven, stable banking institution. Since the
founding of the Company in 1985, First Republic Thrift & Loan has become the
largest thrift and loan institution in the State of California. Over the past
five years, and during recent difficult and recessionary economic conditions,
the Company has grown substantially while maintaining asset-quality, capital
strength levels and a stability of earnings that exceed industry standards. In
1993, the Company achieved the following milestones:
. Total assets increased to over $1.4 billion at year-end. Net income
increased for the eighth consecutive year, up 6% in 1993 to over $12.4
million.
. Tangible book value per share increased by 14% during the year. Total
stockholders' equity increased to over $100 million, ending the year at
$105 million.
. The Company expanded its retail deposit branches by 50% and originated a
record level of mortgage loans.
The Compensation Committee believes that since inception, the Company has
relied heavily on a team of highly-motivated senior executives to produce
results. The Compensation Committee further believes that the Company's
emphasis on high quality customer service, cost-efficient operations, combined
with capital strength and prudent risk management will continue to require
above-average efforts by its senior executives, and that those efforts are a
major contributing factor to the Company's success. The results produced by the
senior executives have been achieved during a period of significant uncertainty
and risk in the savings and loan and banking industries and recent difficult
and recessionary economic conditions in the Company's California markets. The
Company's compensation policies are intended to encourage superior efforts by
its executives.
The Company's executive compensation consists primarily of three components,
which taken together are intended to implement the Compensation Committee's
overall compensation philosophy.
BASE SALARY
Base salaries for executives are reviewed by the Compensation Committee on an
annual basis. There has been no increase in base salary for any of the four
senior executives, including the President and Chief Executive Officer (the
"President and CEO"), since January 1991. The Compensation Committee has
decided that the four senior executives will receive an increase in base salary
of 10% in 1994, representing a cost of living adjustment for the effects of
inflation over the prior three years. The last prior increase in base salaries
was approved by the Compensation Committee in December 1990 for the 1991 fiscal
year.
12
<PAGE>
Except for the inflationary adjustment, the determination that no increase in
base salary would be made in 1994 over the base salary levels established for
1991 to 1993 reflects the Company's belief that incentive compensation directly
tied to Company performance should continue to constitute a significant portion
of each executive's total compensation (approximately 54% during 1993).
Base salaries for the Company's four senior executives, including the
President and CEO, were established at levels that are competitive with
salaries for executives performing similar duties for banking and thrift
institutions of comparable size. For the purpose of establishing these levels,
the Compensation Committee has compared the Company to a self-selected group of
companies with generally similar characteristics. The comparison group is
subject to change as the Company or its competitors change their focus, merge
or are acquired, or as new competitors emerge.
THE EXECUTIVE BONUS POOL PROGRAM
The Executive Bonus Pool Program was designed in 1990 to reflect the
Compensation Committee's belief that maximizing earnings contributes
significantly to stockholder value. Accordingly, the plan is funded from a pre-
set portion of the Company's earnings before taxes and bonuses adjusted for
loan loss experience. The bonus payments are based upon earnings and all actual
loan losses directly reduce the amount of the bonuses, thereby creating a very
direct incentive for senior executives to work to maintain asset quality. The
pool has been set at 5% of pre-tax, pre-bonus earnings after all loan losses
and reserves. Also under this plan, no bonus is paid unless pre-tax, pre-bonus
earnings exceed a specified minimum threshold. Such threshold has been
increased annually. Individual bonus payments for senior executives are based
upon relative base salary levels.
The threshold earnings level is established at the beginning of each fiscal
year. In 1993, the threshold earnings level was increased to $7,500,000; in
addition, the total amount of the bonus pool was limited to the amount of
$900,000 for 1993, which was less than the aggregate bonus amount paid for 1992
and was less than the amount that would have been paid under the formula. For
1994, the threshold earnings level is further increased 20% to $9,000,000 and
the 1993 bonus limit has been removed.
The Compensation Committee believes that the Executive Bonus Plan provides an
excellent and direct link between the value created for stockholders and the
incentive compensation paid to executives.
LONG-TERM INCENTIVES
Long-term incentive compensation is provided through grants of stock options
to the four senior executives and others. This component of compensation is
intended to retain and motivate executives to improve long-term results and
ultimately tangible book value and stock performance. Stock options have been
granted at or above the market price of the Company's common stock on the date
of grant and will only have value if the Company's stock price increases.
The four senior executives are eligible to receive stock options under the
Company's 1985 Stock Option Plan. Since inception of that plan, an aggregate of
759,317 options have been granted to employees, including 278,486 to the
President and CEO and 154,891 to the remaining three senior executives, as
adjusted for the Company's two recent 3% stock dividends. In 1993 or 1992, the
Company did not award any options to the four senior executives under the 1985
Stock Option Plan.
In 1991, the Company granted non-qualified, ten-year stock options covering
53,045 shares of the Company's common stock to the President and CEO and
covering an aggregate of an additional 53,045 shares to the other three senior
executives. These options were not awarded under the 1985 Stock Option Plan.
In May 1992, the Compensation Committee approved the creation of non-
qualified, ten-year, performance-based contingent stock options covering an
aggregate of 477,405 shares of the Company's common stock, as adjusted for the
Company's two recent 3% stock dividends. Options covering a total of
13
<PAGE>
424,360 shares of the Company's common stock were granted on May 7, 1992 to the
Company's four senior executives at an adjusted exercise price of $14.84 per
share, the adjusted closing price of the Company's common stock on the date of
grant, including options on 249,311 shares granted to the President and CEO.
One of the features of the 1992 Performance-Based Contingent Options is the
incentive vesting provision, which operates so that the options may be
exercised only to the extent that they have vested. The options vested as to
20% of the underlying shares immediately upon grant, but only vest as to the
remaining 80% of the underlying shares upon the achievement of significant,
targeted annual increases in the Company's net tangible book value per share on
or before December 31, 1995, or upon the occurrence of certain extraordinary
events.
The starting base for the minimum annual tangible book value per share target
increases is the Company's $9.59 tangible book value per share at December 31,
1991. The minimum target amounts increase each year thereafter at a rate of
approximately 14% per annum to $16.35 at December 31, 1995. In any year in
which the target amount is not achieved, no additional option shares will vest
with respect to that year. If the target amount is achieved or surpassed,
contingent option shares vest at a pro-rata amount based upon the percentage
increase toward the final target amount, versus the starting point. As a result
of the Company achieving an actual tangible book value per share of $11.94 at
December 31, 1992, and in accordance with the terms of the Performance-Based
Contingent Options, the options vested as to an additional 27.8% on February
15, 1993. At December 31, 1993, the Company's actual tangible book value per
share was $13.58, which exceeded the $12.48 target for that date; thus the
options subsequently vested on February 15, 1994 as to an additional 19.4% of
the underlying shares.
Any Performance-Based Contingent Option shares that have not vested in a
prior year may vest in subsequent years if the target amount for that
subsequent year, through year-end 1995, is achieved or surpassed. If the final
target amount is not achieved by December 31, 1995, then any Performance-Based
Contingent Option shares that have not vested in a prior year will be canceled.
The Performance-Based Contingent Options are designed to create an incentive
for the senior executives to produce substantial growth in the Company's
tangible book value per share. The Compensation Committee believes that because
tangible book value per share is a key determinant of stockholder value in
financial institution valuations, this contingent stock option program creates
an extremely strong correlation between results for stockholders and executive
compensation because the executives' reward depends upon both growth in book-
value-per-share and growth in share price. The targeted growth rate of tangible
book value per share of 14% per annum over a four year period compares very
favorably with recent results for banks generally and with California thrift
institutions in particular. In addition, by providing for more rapid vesting if
results can be achieved sooner than the targeted goals both executives and
stockholders could receive value on an accelerated basis.
All employees of the Company who have been employed by the Company for more
than six months, including each of the four senior executives, participate in
the Company's Employee Stock Ownership Plan (the "ESOP") and are eligible to
participate in the Company's 401(k) Plan. Under the ESOP, employees are
allocated shares of the Company's Common Stock each year, in a pro-rata amount
based upon the ratio of the employees' salary to the aggregate amount of
salaries paid by the Company to all employees in that year. The number of
shares that were allocated to the President and CEO, the Executive Vice-
President and the Senior Vice-President and Chief Financial Officer in 1993
were limited in accordance with Federal regulations that govern the ESOP and
the 401(k) Plan. Shares earned under the ESOP vest over a five-year period. The
Compensation Committee believes that participation by the four senior
executives in the ESOP provides additional long-term incentive for the creation
of stockholder value.
14
<PAGE>
TOTAL COMPENSATION
For each of the four senior executives, including the President and CEO, 54%
of their total cash compensation for 1993 was paid under the Executive Bonus
Plan and is therefore directly tied to the Company's performance. The
Compensation Committee believes that, together with the potential future value
of all of their stock options, a very significant portion of each of the four
senior executives' compensation, including the President and CEO's
compensation, is from incentive based compensation plans which the Compensation
Committee believes are linked to stockholder value creation.
March 7, 1994
COMPENSATION COMMITTEE
Roger O. Walther
Barrant V. Merrill
L. Martin Gibbs
James F. Joy
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the Company's Compensation Committee consists of Mr. Gibbs,
Mr. Joy, Mr. Merrill, and Mr. Walther. Since inception of the Company in 1985,
Mr. Walther has served as Chairman of the Board of Directors of the Company
(for purposes of this disclosure, Mr. Walther has not been an executive officer
of the Company). Additionally, Mr. Walther serves on the Compensation Committee
of Charles Schwab Corp. and Mr. Joy serves on the compensation committee of
Sylvania Lighting International. Mr. Gibbs is a partner with the New York law
firm of Rogers & Wells, counsel to the Company.
In December 1992, First Republic purchased two mortgage loans from First
Republic Thrift and Loan, consisting of a first trust deed secured loan to ELS,
Inc., a corporation headquartered in California, of $500,000 and a loan to ELS
Educational Services, Inc. in the amount of $800,000 secured by a second trust
deed lien. Since origination in 1988, both loans have been entirely current as
to all payments. ELS, Inc. is a wholly owned subsidiary of ELS Educational
Services, Inc., which in turn was until April 28, 1993 a wholly owned
subsidiary of AIFS, Inc. ("AIFS"). Mr. Walther, the Chairman of the Board of
Directors of First Republic, was until April 28, 1993 the President and Chief
Executive Officer of AIFS.
When both loans were made, AIFS was a publicly held, American Stock Exchange
listed company and AIFS was a guarantor on both loans. At the time the loans
were made, Mr. Walther was a principal stockholder, a director, and an
executive officer of AIFS and a director of ELS Educational Services, Inc., and
Messrs. Fahrenkopf, Herbert, Joy, and Merrill were directors of AIFS. None of
Messrs. Herbert, Joy, Fahrenkopf, or Merrill are currently directors of AIFS or
otherwise affiliated with AIFS, ELS, Inc., or ELS Educational Services, Inc.,
nor have they been since 1990. In 1990, AIFS became a privately held company
owned by Mr. Walther and certain other individuals.
In 1993, Mr. Walther completed a transaction in which he became the sole
stockholder of ELS Educational Services, Inc. and he ceased to have any
interest in AIFS. In connection with that transaction, First Republic agreed to
release the AIFS guarantee in exchange for (1) obtaining the full personal
guarantee of Mr. Walther and his wife on both loans with such guarantee secured
by certain personal real estate collateral owned by Mr. Walther and his wife;
(2) cross-defaulting the two loans; and (3) adjusting the terms of the loans to
provide for more rapid amortization of principal, shorter due date, an increase
in interest rate, and an adjustment of the loans as to collateral allocation.
At the time of origination in 1988, the loans 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 borrowers and did not involve more than the normal risk
of collectibility or involve any unfavorable features.
15
<PAGE>
FINANCIAL INFORMATION
Financial information about First Republic consisting of the Consolidated
Financial Statements, Management's Discussion and Analysis of Financial
Condition and Results of Operations and Supplementary Financial Information are
incorporated herein by reference to pages 20 through 33, pages 34 through 41,
and page 44, respectively, in First Republic's Annual Report to Stockholders
for the year ended December 31, 1993.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1995 Annual Meeting
of Stockholders must be received by First Republic not later than December 5,
1994. Any such proposal should be communicated in writing to the Secretary of
First Republic at the address set forth on the first page of this Proxy
Statement.
OTHER MATTERS
The Board of Directors is not aware of any matter that may properly be
presented for action at the Meeting other than the matters set forth in the
accompanying Notice of Annual Meeting. Should any business not specified in the
accompanying Notice of Annual Meeting of Stockholders properly come before the
Meeting, the persons voting the proxies solicited by Management will vote
thereon in accordance with their best judgment.
A COPY OF THE COMPANY'S FORM 10-K (FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION) IS AVAILABLE WITHOUT CHARGE TO ANY STOCKHOLDER. REQUESTS SHOULD BE
DIRECTED TO THE CHIEF FINANCIAL OFFICER, WILLIS H. NEWTON, JR., AT FIRST
REPUBLIC BANCORP INC., 388 MARKET STREET, SAN FRANCISCO, CALIFORNIA 94111,
TELEPHONE NO. (415) 392-1400.
By Order of the Board of Directors
----------------------------------------
James H. Herbert, II, President
LOGO
San Francisco, California
April 1, 1994
16
<PAGE>
- -------------------------------------------------------------------------------
FIRST REPUBLIC BANCORP INC.
PROXY PROXY SOLICITED ON BEHALF OF
BOARD OF DIRECTORS
FOR 1994 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of First Republic Bancorp Inc. (the "Company")
hereby constitutes and appoints Roger O. Walther, James H. Herbert, II and
Katherine August, and each of them, with full power of substitution, attorneys
and proxies of the undersigned to attend and act for the undersigned at the 1994
Annual Meeting of Stockholders of the Company to be held on May 4, 1994, at 4:00
PM Eastern Time, at the New York Yacht Club, 37 West 44th Street, New York, NY
10036, and at any adjournments or postponements thereof, and to represent and
vote as designated below all of the shares of Common Stock of the Company that
the undersigned would be entitled to vote with respect to the matters described
in the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement, receipt of which is hereby acknowledged.
1. Election of Director to term expiring in 1997.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
James H. Herbert, II James F. Joy Barrant V. Merrill Roger O. Walther
(Instruction: To withhold authority to vote for any individual nominee, draw a
line through that nominee's name above.)
2. Proposal to approve the grant of stock options for an aggregate of 82,400
shares of First Republic's Common Stock to the Company's eight non-employee
directors.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to ratify selection of KPMG Peat Marwick as the independent
auditors for the Company for the fiscal year ending December 31, 1994.
[_] FOR [_] AGAINST [_] ABSTAIN
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THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FIRST REPUBLIC BANCORP INC.
When this proxy is properly executed and returned, the shares it represents
will be voted as directed. If no specification is made, this proxy will be
voted for election of the nominees named, for approval of the grant of stock
options for an aggregate of 82,400 shares of First Republic's Common Stock to
the Company's eight non-employee directors, for ratification of the selection
of KPMG Peat Marwick as the Company's independent auditors, and in accordance
with the best judgment of the proxy holders with respect to any other matters
which may properly come before the 1994 Annual Meeting.
Please sign exactly as name(s)
appear hereon. If shares are held
jointly, each holder should sign.
When signing as attorney, executor,
administrator, trustee, guardian or
corporate officer, please give full
title. If a partnership, please sign
in partnership name by authorized
person.
PLEASE SIGN AND DATE BELOW:
DATED: _______________________ , 1994
X
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PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE SO THAT IT MAY BE COUNTED AT THE ANNUAL MEETING
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