SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary Proxy Statement [ ] Confidential for use of the
|X| Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
People's Bancshares, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
|X| 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 of 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 of 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:
PEOPLE'S BANCSHARES, INC.
545 PLEASANT STREET
NEW BEDFORD, MASSACHUSETTS 02740
TELEPHONE (508) 991-2601
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders (the "Annual Meeting") of People's Bancshares, Inc. (the "Company")
to be held at The Holiday Inn, 195 Westgate Drive, Brockton, Massachusetts, at
9:00 a.m., local time, on Tuesday, May 20, 1997.
The Annual Meeting has been called for the following purposes:
1. To elect four (4) directors for a three-year term.
2. To consider and vote upon the ratification of the appointment of
Wolf & Company, P.C. as the Company's independent certified
public accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 25,
1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT AT THE ANNUAL
MEETING YOU VOTE "FOR" PROPOSALS ONE AND TWO.
Very truly yours,
/s/ Richard S. Straczynski
-----------------------------------
Richard S. Straczynski
President and Chief Executive Officer
April 21, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE AND SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL
MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON, YOU MAY DO SO.
PEOPLE'S BANCSHARES, INC.
545 PLEASANT STREET
NEW BEDFORD, MASSACHUSETTS 02740
TELEPHONE (508) 991-2601
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1997
Notice Is Hereby Given that the Annual Meeting of Stockholders (the
"Annual Meeting") of People's Bancshares, Inc. (the "Company") will be held at
The Holiday Inn, 195 Westgate Drive, Brockton, Massachusetts, at 9:00 a.m.,
local time, on Tuesday, May 20, 1997, for the following purposes:
1. To elect four (4) directors for a three-year term.
2. To consider and vote upon the ratification of the appointment of
Wolf & Company, P.C. as the Company's independent certified
public accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
Pursuant to the Company's By-laws (the "By-laws"), the Board of
Directors has fixed the close of business on March 25, 1997, as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting.
The above matters are described in detail in the accompanying Proxy
Statement.
By Order of the Board of Directors
/s/ S. David Goldberg
----------------------------------------
S. David Goldberg
Clerk
April 21, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
ANNUAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON, YOU MAY DO
SO.
PEOPLE'S BANCSHARES, INC.
545 PLEASANT STREET
NEW BEDFORD, MASSACHUSETTS 02740
TELEPHONE (508) 991-2601
--------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1997
VOTING, REVOCATION, AND SOLICITATION OF PROXIES
ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of People's Bancshares, Inc. (the "Company")
for use at the Annual Meeting of Stockholders of the Company to be held at The
Holiday Inn, 195 Westgate Drive, Brockton, Massachusetts, at 9:00 a.m., local
time, on Tuesday, May 20, 1997, and any adjournments or postponements thereof
(the "Annual Meeting"), for the purposes set forth in this Proxy Statement.
At the Annual Meeting, stockholders of the Company will be asked to
consider and vote upon the following matters:
1. To elect four (4) directors for a three-year term.
2. To consider and vote upon the ratification of the appointment of
Wolf & Company, P.C. as the Company's independent certified
public accountants for the current fiscal year.
3. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
THE COMPANY
The Company is a bank holding company conducting business through
People's Savings Bank of Brockton (the "Bank"). On February 8, 1996, the Company
and the Bank completed a reorganization (the "Reorganization") in which the Bank
became a wholly-owned subsidiary of the Company, and each issued and outstanding
share of common stock of the Bank was converted into and exchanged for one share
of common stock, $.10 par value per share ("Common Stock") of the Company.
RECORD DATE
This Proxy Statement is first being mailed to stockholders of the
Company on or about April 21, 1997, in connection with the solicitation of
proxies for the Annual Meeting. The Board of Directors (the "Board") has fixed
the close of business on March 25, 1997, as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournments or postponements thereof (the "Record Date"). Only
holders of the Company's Common Stock at that time will be entitled to notice of
and to vote at the Annual Meeting and any adjournments or postponements thereof.
As of the Record Date, there
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were 3,592,170 shares of Common Stock outstanding and each such share is
entitled to one vote at the Annual Meeting.
PROXIES
Stockholders of the Company are requested to complete, date, sign and
promptly return the accompanying form of proxy in the enclosed envelope. Common
Stock represented by properly executed proxies received by the Company and not
revoked will be voted at the Annual Meeting in accordance with the instructions
contained therein. If instructions are not given therein, properly executed
proxies will be voted FOR the election of the nominees for director listed in
this Proxy Statement and FOR Proposal Two. It is not anticipated that any
matters other than those set forth in this Proxy Statement will be presented at
the Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
Any properly completed proxy may be revoked at any time before it is
voted by filing a written notice of such revocation with, or by delivering a
duly executed proxy bearing a later date to, the Clerk of the Company, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, officers and regular employees of the Company, who will
receive no compensation for their services other than their salaries, may
solicit proxies personally, by telephone or by telegraph. Brokerage houses,
nominees, fiduciaries, and other custodians are requested to forward soliciting
material to the beneficial owners of shares held of record by them and will be
reimbursed for their expenses.
STOCKHOLDER VOTE REQUIRED
The presence, in person or by proxy, of at least a majority in interest
of the total number of outstanding shares of Common Stock is necessary to
constitute a quorum for transaction of business at the Annual Meeting.
Abstentions and "broker non-votes" will be counted as present for determining
the presence or absence of a quorum for the transaction of business at the
Annual Meeting. A "broker non-vote" is a proxy from a broker or other nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote the shares on a particular matter with
respect to which the broker or other nominee does not have discretionary voting
power.
A quorum being present, the vote of a plurality of the votes cast at the
Annual Meeting is necessary to elect each of the nominees for director (Proposal
One). The vote of a majority of the votes cast at the Annual Meeting is required
to ratify the selection of Wolf & Company, P.C. as independent certified public
accountants of the Company (Proposal Two). Abstentions and broker non-votes will
not be counted as voting at the Annual Meeting and, therefore, will not have an
effect on the outcome of Proposals One and Two.
ANNUAL REPORT
The Company's Annual Report to Stockholders, including consolidated
financial statements of the Bank for the fiscal year ended December 31, 1996, is
being mailed to stockholders of the Company together with this Proxy Statement.
The Annual Report, however, is not part of the proxy soliciting material.
ADDITIONAL COPIES OF THE ANNUAL REPORT AND COPIES OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") (WITHOUT EXHIBITS) ARE AVAILABLE UPON
REQUEST, WITHOUT CHARGE, FROM THE COMPANY. SUCH REQUESTS SHOULD BE DIRECTED TO
PEOPLE'S BANCSHARES, INC., 545 PLEASANT STREET, NEW BEDFORD, MASSACHUSETTS
02740, ATTENTION: SHAREHOLDER RELATIONS DEPARTMENT.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 15, 1997 certain information
regarding the beneficial ownership of the Common Stock of the Company by (i)
each person known by the Company to own beneficially more than 5% of the Common
Stock, (ii) each director and executive officer of the Company and (iii) all
directors and executive officers as a group (14 persons). Except as otherwise
indicated, each person listed below has sole voting and investment power over
the shares of Common Stock shown as beneficially owned.
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF COMMON
NAME OF OWNER OF BENEFICIAL OWNERSHIP(1) STOCK(2)
- ------------- -------------------------- --------
<S> <C> <C>
Colin C. Blair 111,826(3) 3.07
Donna L. Boulanger 8,000(4) *
Frederick W. Adami, III 7,500(5) *
Virginia M. Burke 7,416(6) *
B. Benjamin Cavallo 171,999(7) 4.79
John R. Eaton 13,496(8) *
S. David Goldberg 18,390(9) *
Terrence Gomes 2,041(10) *
Fred W. Green 9,516(11) *
Dr. Loring C. Johnson 6,941(12) *
Richard D. Matthews 27,343(13) *
Gerald R. Rodman 7,516(14) *
Davis H. Scudder 12,725(15) *
Stanley D. Siskind 11,070(16) *
All directors and executive officers
as a group (14 persons) 415,779(17) 11.19
- --------------------
</TABLE>
* The percentage of shares beneficially owned does not exceed one percent
of the class so owned.
(1) Beneficial ownership for purposes of this Proxy Statement is defined in
accordance with the requirements of Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), which provides that the
beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power or investment
power with respect to such security, or has the right to acquire such
voting power or investment power through the exercise of an option,
warrant or right within 60 days.
(2) For purposes of calculating the percentage of the outstanding shares of
Common Stock at March 15, 1997 for each listed person or entity, the
number of shares of Common Stock includes shares that may be acquired by
such person or entity within 60 days of March 15, 1997 through the
exercise of vested stock options under the Company's Amended and
Restated Incentive and Nonqualified Stock Option Plan (the "1986
Employee Option Plan"), the Company's Amended and Restated Directors'
Stock Option Plan (the "1986 Director Option Plan") and the Company's
1996 Stock Option and Incentive Plan (the "1996 Option Plan" and
collectively the "Stock Option Plans") but does not include the number
of shares underlying such options held by any other person.
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(3) Includes 47,100 shares which Mr. Blair has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Employee Option Plan and 1996 Option Plan. Also
includes 21,726 shares which may be deemed beneficially owned by Mr.
Blair through his interest in the Bank's 401(k) plan, which invests in
Common Stock.
(4) Includes 8,000 shares which Ms. Boulanger has the right to acquire
within 60 days of March 15, 1997, through the exercise of vested stock
options granted under the 1986 Employee Option Plan and 1996 Option
Plan.
(5) Includes 6,516 shares which Mr. Adami has the right to acquire within 60
days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 750 shares
owned by Mr. Adami jointly with his wife, with shared voting and
investment power.
(6) Includes 6,516 shares which Ms. Burke has the right to acquire within 60
days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
(7) Includes 1,916 shares which Mr. Cavallo has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 2,056 shares
held by Mr. Cavallo's son, 98,107 shares held by Mr. Cavallo's wife and
54,130 shares held by a partnership in which Mr. Cavallo is a partner.
(8) Includes 6,516 shares which Mr. Eaton has the right to acquire within 60
days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 3,500 shares
owned by Mr. Eaton jointly with his wife.
(9) Includes 6,516 shares which Mr. Goldberg has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 300 shares
owned by Mr. Goldberg's wife.
(10) Includes 1,916 shares which Mr. Gomes has the right to acquire within 60
days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
(11) Includes 6,516 shares which Mr. Green has the right to acquire within 60
days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
(12) Includes 6,516 shares which Mr. Johnson has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
(13) Includes 6,516 shares which Mr. Matthews has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 6,000 shares
held by the R.D. Matthews Construction Company, Inc. Profit Sharing
Trust, of which Mr. Matthews is Trustee. Also includes 500 shares owned
by Mr. Matthews jointly with his wife, with shared voting and investment
power.
(14) Includes 5,316 shares which Mr. Rodman has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
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(15) Includes 6,516 shares which Mr. Scudder has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan. Also includes 440 shares
owned by members of Mr. Scudder's immediate family and 2,555 shares
owned by Scudder Bros. Fuel Company, Inc., of which Mr. Scudder is a
principal.
(16) Includes 6,516 shares which Mr. Siskind has the right to acquire within
60 days of March 15, 1997, through the exercise of vested stock options
granted under the 1986 Director Option Plan.
(17) Includes 122,892 shares which directors and executive officers have the
right to acquire within 60 days of March 15, 1997, through the exercise
of vested stock options granted under the 1986 Employee Option Plan or
1996 Option Plan (in the case of the executive officers) or the 1986
Director Option Plan (in the case of directors).
PROPOSAL ONE
ELECTION OF DIRECTORS
The By-laws provide that the Board of Directors shall consist of not
less than three (3) individuals, to be divided into three classes as nearly
equal in size as possible, with the directors in each class serving a term of
three years and until their successors are duly elected and qualified. The Board
of Directors currently consists of twelve directors.
At the Annual Meeting, stockholders will be asked to vote on the
election of Class II Directors (Proposal One). The Nominating Committee of the
Board of Directors has nominated Virginia M. Burke, John R. Eaton, S. David
Goldberg and Loring C. Johnson for election as Class II Directors at the Annual
Meeting. Although it is anticipated that all of the nominees for director will
be available to serve as directors if elected, should any one or more of them be
unable to serve, the proxies may be voted for the election of substitute
nominees.
RECOMMENDATION OF DIRECTORS
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A PLURALITY OF THE SHARES OF
COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND VOTING AT THE ANNUAL MEETING
WILL BE REQUIRED TO ELECT THE NOMINEES AS DIRECTORS.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF THE FOUR NOMINEES PROPOSED BY MANAGEMENT AS DIRECTORS
OF THE COMPANY.
DIRECTORS OF THE COMPANY
The directors of the Company, their positions with the Company and their
ages as of March 1, 1997 are as follows:
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<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
NOMINEES FOR ELECTION AT
THIS ANNUAL MEETING:
CLASS II (TERM EXPIRES IN 1997):
Virginia M. Burke.................................. 54 Director
John R. Eaton ................................. 61 Director
S. David Goldberg.................................. 61 Clerk and Director
Dr. Loring C. Johnson.............................. 65 Director
CONTINUING DIRECTORS:
CLASS III (TERM EXPIRES IN 1998):
B. Benjamin Cavallo................................ 69 Director
Terrence Gomes..................................... 51 Director
Fred W. Green ................................. 51 Director
Gerald R. Rodman................................... 64 Director
Stanley D. Siskind................................. 66 Director
CLASS I (TERM EXPIRES IN 1999):
Frederick W. Adami, III............................ 52 Director
Richard D. Matthews................................ 63 Director
Davis H. Scudder................................... 66 Director
</TABLE>
BIOGRAPHICAL INFORMATION
Frederick W. Adami, III. Mr. Adami has been a director since 1975. Mr.
Adami has been an attorney in the law firm of Reed, Adami & Kaiser in Brockton,
Massachusetts since 1988.
Virginia M. Burke. Ms. Burke has been a director since 1994. Ms. Burke
was employed at NYNEX from 1968 to 1994. At retirement she was Manager of
Regional Public Affairs for NYNEX.
B. Benjamin Cavallo. Mr. Cavallo has been a director since 1995. Mr.
Cavallo has been an insurance broker since 1959 and is a partner at Cavallo &
Signoriello Insurance Agency, Mansfield, Massachusetts.
John R. Eaton. Mr. Eaton has been a director since 1975. Mr. Eaton is
Executive Vice President of A.L. Cushman & Son, Inc., Brockton, Massachusetts.
S. David Goldberg. Mr. Goldberg is Clerk of the Company and has been a
director since 1988. Mr. Goldberg is an attorney practicing in South Easton,
Massachusetts.
Terrence Gomes. Mr. Gomes has been a director since 1995. Mr. Gomes has
been on the faculty of Massasoit Community College, Brockton, Massachusetts
since 1982 and is currently Dean of Faculty and Instruction.
Fred W. Green. Mr. Green has been a director since 1990. Mr. Green is
currently President and Chief Executive Officer of F.W. Green Associates, a
consulting company. Previously, Mr. Green was President, Chief Executive Officer
and Director of Abington Mutual Insurance Company, which was placed in
receivership in June 1995.
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Dr. Loring C. Johnson. Dr. Johnson has been a director since 1984. Dr.
Johnson has been an orthodontist since 1966 and is currently practicing in
Easton, Massachusetts.
Richard D. Matthews. Mr. Matthews has been a director since 1993. Mr.
Matthews is President and Treasurer of R.D. Matthews Construction Company, Inc.,
Hanover, Massachusetts and has been a real estate developer and building
contractor since 1959.
Gerald R. Rodman. Mr. Rodman has been a director since 1994. Mr. Rodman
has been a partner at the End Zone Motor Inn and Lounge since 1983 and is
formerly Vice President and Partner at Rodman Ford Sales, Foxboro,
Massachusetts.
Davis H. Scudder. Mr. Scudder has been a director since 1974. Mr.
Scudder is President of Scudder Bros. Fuel Company, Inc., Brockton,
Massachusetts.
Stanley D. Siskind. Mr. Siskind has been a director since 1972. Mr.
Siskind is formerly Executive Vice President at Rix-Dunnington, Inc., a retail
pharmacy chain, where he worked from 1956 to 1992.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Bank held 15 meetings during the fiscal
year ended December 31, 1996. During 1996, each of the incumbent directors
attended more than 75% of the total number of meetings of the Board and of the
committees on which such director served, with the exception of Mr. Rodman, who
missed four meetings.
The Board of Directors of the Company held 8 meetings during the fiscal
year ended December 31, 1996. During 1996, each of the incumbent directors
attended more than 75% of the total number of meetings of the Board and of the
committees on which such director served, with the exception of Mr. Rodman, who
missed three meetings.
The following is a description of the Executive Committee, the Auditing
Committee, the Nominating Committee, and the Option Committee of the Board of
Directors of the Company.
Executive Committee. The Executive Committee has broad authority to
transact such business as might otherwise come before the full Board of
Directors. The Executive Committee is composed of Messrs. Adami, Goldberg,
Gomes, Johnson and Scudder. The Executive Committee held 27 meetings during
1996.
Auditing Committee. The Auditing Committee has authority to nominate the
Company's independent certified public accountants, make the annual audit of the
Company and its subsidiaries, present its audit report to the Board of
Directors, report to the Board of Directors on its review of the Treasurer's
report of the Company's financial position and results of operations, and review
the general policies and procedures utilized by the Company and its subsidiaries
with respect to internal accounting and financial controls and accounting and
reporting principles and practices applied by the Company. The Auditing
Committee consists of Ms. Burke and Messrs. Eaton, Matthews and Siskind. The
Auditing Committee met three times during 1996.
Nominating Committee. The Nominating Committee recommends to the Board
of Directors candidates for membership on the Board of Directors. The Nominating
Committee will consider nominees recommended by stockholders, but only if such
recommendations are received by the Company not more than 90 days and not less
than 60 days prior to the anniversary date of the previous annual meeting, and
such other requirements as are specified in the By-laws are followed. The
Nominating Committee consists of Messrs. Adami, Eaton, Gomes, Green, and
Siskind. The Nominating Committee met two times during 1996.
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Option Committee. The Option Committee administers the Stock Option
Plans. The Option Committee consists of Ms. Burke and Messrs. Cavallo, Green,
Rodman and Scudder. The Option Committee met one time during 1996.
COMPENSATION OF DIRECTORS
Given that each director is a member of the Board of Directors of the
Company and of the Board of Directors of the Bank and the fact that the Company
currently conducts no business other than the business of the Bank, directors of
the Company currently receive no compensation in their capacities as directors
of the Company. Each of the members of the Company's Executive Committee,
Auditing Committee and Nominating Committee also serves as a member of the
equivalent committee of the Bank. Each member of the Option Committee is also a
member of the Compensation Committee of the Bank. The Bank's CRA Committee
consists of Ms. Burke and Mr. Eaton. The Bank's Investment Committee consists of
Messrs. Adami, Eaton, Matthews, Rodman and Siskind. The Bank's Merger and
Acquisition Committee consists of Messrs. Cavallo, Goldberg, Johnson and Rodman.
Directors of the Bank received $400 for each meeting of the Board of
Directors of the Bank they attended in 1996. The Clerk received an additional
$150 for each meeting of the Board of Directors that he attended in 1996.
Directors received a $4,000 annual retainer for being on the Board of the
Directors of the Bank in 1996. Members of the Bank's Executive Committee
received an annual fee of $9,600. Members of the Bank's Auditing Committee,
Nominating Committee, CRA Committee and Compensation Committee received $400 for
each committee meeting they attended in 1996. The Chairman of the Board of
Directors received an annual fee of $8,500 in 1996. The Chairmen of the Bank's
Audit Committee, Nominating Committee and Compensation Committee received an
additional $50 for each of the meetings they attended in 1996. No such fees were
paid to directors or committee members who are also officers of the Bank. The
Clerk is not considered an officer for these purposes.
Prior to 1997, non-employee directors received automatic grants of stock
options annually and upon their joining the Board of Directors pursuant to a
formula contained in the 1986 Director Option Plan. Beginning in 1997,
non-employee directors will receive automatic grants of stock options annually
and upon their joining the Board of Directors pursuant to a formula contained in
the 1996 Option Plan.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, their positions with the Company
and their ages as of March 1, 1997 are as follows:
Name Age Position
---- --- --------
Richard S. Straczynski ..... 50 President and Chief Executive Officer
Colin C. Blair .......... 46 Chief Financial Officer and Treasurer
Donna L. Boulanger.......... 43 Senior Vice President and Senior
Lending Officer of People's Savings Bank
of Brockton
- ----------------
8
Richard S. Straczynski. Mr. Straczynski was appointed President and
Chief Executive Officer effective April 7, 1997. Mr. Straczynski served as
President and Chief Operating Officer of the Hibernia Savings Bank of Quincy,
Massachusetts from 1995 until 1997. Prior to that he served as a Regional
President of Citizens Bank of Massachusetts, as a Regional President for the
Bank of New England and its successor Fleet Bank of Massachusetts, N.A., and as
an Executive Vice President for the Bank of New England.
Colin C. Blair. Mr. Blair has served as Chief Financial Officer of the
Bank since 1993. Mr. Blair was previously employed from 1991 to 1993 by Coopers
& Lybrand, a public accounting firm, where he worked for the Chairman of its
National Banking Group as a consultant. Prior to that time, he was employed for
10 years by KPMG Peat Marwick, a public accounting firm, as a Certified Public
Accountant specializing in providing services to financial institutions.
Donna L. Boulanger. Ms. Boulanger has been the Senior Vice President and
Senior Lending Officer of the Bank since 1993. From 1988 to 1993, she served as
Senior Risk Manager at Fleet Financial Group. From 1984 to 1988, Ms. Boulanger
was employed by Old Stone Bank as a Vice President in various lending
capacities.
REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of the Company and its subsidiaries
has three primary components: base salary, cash incentive compensation, and
stock options. Prior to the consummation of the Reorganization, the Compensation
Committee of the Bank was responsible for reviewing the performance and
administering the salaries and cash incentives of senior management, approving
broad personnel policies and overseeing the Bank's compensation and benefit
programs, including the Bank's stock option plans. Since the Reorganization, the
Compensation Committee of the Bank has continued to perform such functions with
the exception of the administration of the Stock Option Plans, which is the
responsibility of the Option Committee of the Company. The composition of these
committees is identical and includes the outside directors of the Company and
the Bank over whose names this report has been made. The Committees strive to
balance short-term and long-term objectives in establishing performance
criteria. The Committees evaluate performance against such criteria before
determining changes in salary, cash incentive payments, and option awards.
In early 1995, the Compensation Committee of the Bank engaged KPMG Peat
Marwick to review the salary structure for the Bank's Chief Executive Officer
("CEO") and Chief Financial Officer to help develop an incentive-based
compensation plan to ensure their retention and tie their compensation more
closely to quantifiable performance objectives. The resulting plan recognized
that the Bank had restored its financial health and would continue to pursue
profitable growth opportunities. Thus since 1996, incentive compensation has
been primarily based upon the Company's return on average equity compared to its
peers, upon the Company's growth in pre-tax revenues, and upon individual
performance objectives. The Compensation Committee uses various industry salary
surveys to establish salary ranges for the other senior executives of the
Company's subsidiaries based upon its evaluation of their effectiveness.
Management then uses such surveys to establish salary ranges for most officer
positions.
The key components of the CEO's compensation in 1996 were salary, cash
incentive compensation and stock options. In determining the level of
compensation for the CEO for 1996, the Committees reviewed the actual
performance of the Bank in 1995 compared to budgeted and peer performance. The
measures for the Bank's performance included profitability, reduction of
troubled assets, improvement in regulatory ratings and strengthening of the
Bank's managerial and operational infrastructure, individual performance.
The evaluation of Mr. Williams' 1995 performance also included an
evaluation of his progress in expanding the Bank's markets through acquisitions
and developing other new sources of revenue. The review of the CEO's performance
was initiated in Compensation Committee meetings of June, September, November
and December 1995. Based upon this review, the salary paid to Mr. Williams was
increased effective January
9
1, 1996. Based upon the standards established in the KPMG Peat Marwick study and
Committee meetings, Mr. Williams was also granted stock options in June 1996.
Mr. Blair and Ms. Boulanger were also granted salary increases effective January
1, 1996 and stock options in June 1996, based upon most of the same criteria
used to assess Mr. Williams' performance.
Each option granted to Messrs. Williams and Blair and Ms. Boulanger
during 1996 was granted at the market price of the common stock of the Bank on
the grant date. Grants made to these officers were based upon assessments of
individual performance as well as comparison to peer group compensation
packages.
Submitted by:
Davis H. Scudder, Chairman
Virginia M. Burke
B. Benjamin Cavallo
Fred W. Green
Gerald R. Rodman
EXECUTIVE COMPENSATION
Summary Compensation. Executive officers of the Company currently
receive no compensation in their capacities as executive officers of the Company
but are compensated as employees of the Bank. The following summary compensation
table sets forth information concerning compensation for services rendered in
all capacities awarded to, earned by or paid during the years ended December 31,
1996, 1995 and 1994 to the Bank's Chief Executive Officer and the other
executive officers who received compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securities All
Name and Underlying Other
Principal Position Year Salary (2)(3) Bonus Options Compensation(4)
------------------ --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John A. Williams(1)................... 1996 $ 174,504 - 30,000 $146,750(5)
1995 137,500 42,500 15,000 688
1994 125,000 12,500 25,000 932
Colin C. Blair 1996 $ 133,400 $ 37,500 13,600 $ 1,250
Chief Financial Officer 1995 104,500 20,900 8,500 3,533
and Treasurer......................... 1994 95,000 9,500 25,000 2,192
Donna L. Boulanger 1996 $ 96,500 $ 10,000 8,000 $ 965
Senior Vice President and Senior 1995 86,500 9,400 0 2,561
Lending Officer....................... 1994 80,000 5,000 15,000 1,846
- --------------
</TABLE>
(1) Mr. Williams served as President and Chief Executive Officer until his
resignation in December 1996. Richard S. Straczynski was appointed
President and Chief Executive Officer effective on April 7, 1997.
(2) In 1996, the Bank provided Mr. Williams, Mr. Blair and Ms. Boulanger with
$800, $700 and $600 per month automobile allowances, respectively. The Bank
reimbursed all officers for business-related expenses incurred, and, in
addition, paid membership dues for its principal officers to certain
organizations. The Company is unable
10
to state with certainty the amount of these items that may be attributable
to personal use. However, the Company believes the amount that may be so
attributable is less than $50,000 and is less than 10% of the compensation
reported in this table with respect to each named executive officer.
(3) The amount of contributions by the Bank to the Savings Banks Employees
Retirement Association defined benefit retirement plan with respect to any
one officer or group of officers is not and cannot readily be separately or
individually calculated by the regular actuaries for the retirement plan.
(4) Consists of employer contributions to 401(k) plan for Mr. Blair and Ms.
Boulanger in 1994-1996 and for Mr. Williams in 1994 and 1995.
(5) Consists of severance benefits (including salary and health insurance
continuation for six months) in connection with Mr. Williams' resignation
in December 1996, a portion of which will be paid in 1997.
Special Termination Agreements. The Bank and the Company have entered
into a special termination agreement with Mr. Blair that provides severance
benefits to Mr. Blair if his employment is terminated under certain
circumstances following a change of control. The agreement generally provides
that a "change in control" has occurred if (i) there has occurred a change in
control within the meaning of Item 1 of Form 8-K promulgated under the Exchange
Act; (ii) any person becomes a beneficial owner, directly or indirectly, of
securities of either employer, representing twenty-five percent (25%) or more of
the total number of votes that may be cast for the election of directors of such
employer; (iii) during any period of two consecutive years, individuals who are
Continuing Directors (as defined in the special termination agreement) cease for
any reason to constitute at least a majority of the Board of Directors of either
the Bank or the Company; or (iv) the stockholders of either employer approve
certain mergers or consolidations of such employer with any other corporation, a
plan of complete liquidation of such employer, or an agreement for the sale or
disposition of all or substantially all of the assets of such employer.
If a "terminating event" occurs within three years after there is a
change of control, Mr. Blair will be generally entitled under his special
termination agreement to a lump sum cash payment equal to three times his
average annual compensation over the five most recent years of his employment
with the Company or the Bank, as the case may be. A "terminating event" includes
termination of employment by either employer, for any reason other than death,
deliberate dishonesty, or conviction of certain crimes. A "terminating event"
also includes resignation of the officer following a significant change in the
officer's responsibilities, a decrease in the officer's annual compensation, or
certain relocations of the offices of either employer. The Bank is a party to
similar agreements with several other officers of the Bank, including Ms.
Boulanger. People's Mortgage Corporation, the Bank's wholly-owned subsidiary,
has entered into employment agreements with four of its officers, providing for
severance benefits upon termination following a change of control of People's
Mortgage Corporation.
Stock Option Grants. The following table sets forth information
concerning individual grants of stock options made during the year ended
December 31, 1996 to each of the named executive officers who received
compensation in excess of $100,000.
11
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
OPTION/SAR GRANTS IN LAST FISCAL YEAR PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-----------------------------------------------------------------------------------------
PERCENT OF
TOTAL OPTIONS
NUMBER OF GRANTED TO EXERCISE
SECURITIES UNDERLYING EMPLOYEES IN OR BASE EXPIRATION
NAME OPTIONS GRANTED (#) FISCAL YEAR PRICE DATE 5% 10%
- ---- ------------------- -------------- ------- ------- -- ---
<S> <C> <C> <C> <C> <C> <C>
John A. Williams 30,000 58.1% $9.625 6/25/06 $181,593 $460,193
Colin C. Blair
Chief Financial Officer
and Treasurer 13,600 26.4% $9.625 6/25/06 $82,322 $208,621
Donna L. Boulanger
Senior Vice President and
Senior Lending Officer 8,000 15.5% $9.625 6/25/06 $48,425 $122,718
- --------------------------------
</TABLE>
Aggregated Option Exercises and Fiscal Year-End Option Values. The
following table sets forth exercises of stock options during the year ended
December 31, 1996 by each of the named executive officers and the fiscal
year-end value of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END
NAME ON EXERCISE (#) (#) (1) ($)
- ---- --------------------------------------------------------------------------
<S> <C> <C> <C>
John A. Williams 78,420 0 0
Colin C. Blair 0 52,100 181,788
Chief Financial Officer
and Treasurer
Donna L. Boulanger 5,000 23,000 75,500
Senior Vice President and
Senior Lending Officer
- ------------------
(1) All options are currently exercisable.
</TABLE>
PENSION PLAN
The Bank provides a tax-qualified, defined benefit retirement plan (the
"Pension Plan") for all eligible employees through the Savings Banks Employees
Retirement Association ("SBERA"), an unincorporated association comprised of (a)
savings banks operating within Massachusetts and (b) other organizations
providing services to or for savings banks. Each employee of the Bank
automatically becomes a participant in the Pension Plan once he or she has
attained age 21 and has completed at least one full year of service, consisting
of at least 1,000 hours, beginning with his or her initial date of employment
with the Bank.
The Bank-funded retirement benefits provided to each participant at age
65 under the Pension Plan are based on the average of the participant's highest
three consecutive years of compensation during his or her last ten years at the
Bank (his "Average Compensation"). Compensation is defined as wages that would
be reported on the participant's Form W-2, except that bonuses are not included
under compensation where they would cause compensation to exceed the amount
specified in Section 414(q) of the Code. The participant's retirement benefits
12
will be equal to 1.25% of the participant's Average Compensation for each year
of service with the Bank up to a maximum of 25 years, plus 0.6% of the excess of
the participant's Average Compensation over the amount of his or her Covered
Compensation at age 65 for each year of service with the Bank up to a maximum of
25 years. Covered Compensation is calculated based on the average of 35 years of
Social Security taxable wages up to and including the participant's projected
retirement age. Normal retirement age under the Pension Plan is 65. However, a
reduced early retirement benefit is payable under certain conditions to a
participant who retires between the ages of 50 and 65.
The following table illustrates annual pension benefits for retirement
at age 65 under the most advantageous provisions of the Pension Plan available
for various levels of compensation and years of service. The figures in this
table are based upon the assumption that the Pension Plan continues in its
present form and certain other assumptions regarding social security benefits
and compensation trends.
<TABLE>
<CAPTION>
Years of Service
----------------
Remuneration(1) 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 20,000............................ $ 2,500 $ 3,750 $ 5,000 $ 6,250 $ 6,250 $ 6,250
40,000............................ 5,941 8,912 11,883 14,853 14,853 14,853
60,000............................ 9,641 14,462 19,283 24,103 24,103 24,103
80,000............................ 13,341 20,012 26,683 33,353 33,353 33,353
100,000............................ 17,041 25,562 34,083 42,603 42,603 42,603
120,000............................ 20,741 31,112 41,483 51,853 51,853 51,853
125,000............................ 21,666 32,499 43,333 54,166 54,166 54,166
150,000(2)......................... 26,291 39,437 52,583 65,728 65,728 65,728
- ---------------
(1) Based on age 65 retirement in 1996 (plan year 11/01/96 - 10/31/97). The
annual pension benefit is computed on the basis of a straight-life annuity.
(2) Federal law does not permit defined benefit pension plans to recognize
compensation in excess of $150,000 for plan years beginning in 1994.
</TABLE>
The estimated credited years of service at December 31, 1996, was three
years for Mr. Blair and Ms. Boulanger.
If a participant makes any voluntary contributions, the participant's
retirement benefits will be increased to reflect such contributions and any
earnings or losses to the Pension Plan on such contributions.
The Pension Plan provides that death benefits shall be paid to the
beneficiary or beneficiaries of any participant who dies before he retires. The
death benefit payable will be equal to the value of the deceased participant's
voluntary contributions (adjusted to reflect any earnings or losses) plus the
present value of his accrued benefit under the Pension Plan as funded by Company
contributions.
13
PERFORMANCE GRAPH
The following graph provides a comparison of cumulative total
stockholder return for the period from December 31, 1991 through December 30,
1996, among the common stock of the Bank (after February 8, 1996, the Company),
the Nasdaq Stock Market-US Companies Index (the "Nasdaq (US Companies) Index")
and the Nasdaq Stock Market-Banks Index (the "Nasdaq (Banks) Index"). These
indices are prepared for Nasdaq by the Center for Research in Security Prices
(CRSP) at the University of Chicago. The Stock Performance Graph assumes an
investment of $100 in each of the common stock of the Bank (after February 8,
1996, the Company) and the two indices, and the reinvestment of any dividends.
The historical information set forth below is not necessarily indicative of
future performance of the Common Stock.
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
People's $100.0 $300.0 $290.9 $345.5 $766.5 $795.3
Nasdaq (Banks) Index $100.0 $145.6 $166.0 $165.4 $246.3 $325.6
Nasdaq (US Companies) Index $100.0 $116.4 $133.6 $130.6 $184.7 $227.2
</TABLE>
14
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Pursuant to Section 16(a) of the Exchange Act and SEC regulations, the
Company's executive officers and directors must file reports of ownership and
changes in ownership with the SEC and the Nasdaq Stock Market, Inc. and furnish
the Company with copies of all Section 16(a) reports they file. Prior to the
Reorganization, the Bank's executive officers and directors were required to
file analogous reports with the Federal Deposit Insurance Corporation ("FDIC").
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company, Messrs. Blair, Cavallo, Matthews and Rodman each
failed to file one report on Form 4, in each case regarding a single
transaction.
CERTAIN TRANSACTIONS
Certain directors and officers of the Company and the Bank and members
of their immediate families are at present, as in the past, customers of the
Bank and have transactions with the Bank in the ordinary course of business. In
addition, certain of the directors are at present, as in the past, also
directors, officers or shareholders of corporations or members of partnerships
which are customers of the Bank and which have transactions with the Bank in the
ordinary course of business. Such transactions with directors and officers of
the Company and the Bank and with such corporations and partnerships are on
terms comparable to those charged to other customers of the Bank. Included in
such transactions are loans to directors and officers and their associates which
were made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and which did not involve more than
the normal risk of collectibility or present other features unfavorable to the
Bank. The outstanding principal balance of such loans to directors and officers
and their associates totaled $2,618,141, or 8.43% of the Company's stockholders'
equity, at March 1, 1997.
Mr. Adami's and Mr. Goldberg's law firms were retained by the Bank to
provide certain services in 1996. In 1996, the Bank paid $35,027 to Mr. Adami's
law firm and $8,427 to Mr. Goldberg's law firm for such services.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At the Annual Meeting, stockholders will be asked to consider a
proposal to ratify the appointment of the Company's independent certified public
accountants (Proposal Two). The Auditing Committee of the Board of Directors has
appointed the firm of Wolf & Company, P.C. ("Wolf & Co.") to serve as the
Company's independent certified public accountants for the current fiscal year
ending December 31, 1997. Wolf & Co. has no direct or indirect financial
interest in the Company, nor has it had any connection with the Company in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee. Before services are rendered by Wolf & Co., they are approved by, and
the possible effect on the independence of the accountants is considered by, the
Auditing Committee.
A representative of Wolf & Co. will be present at the Annual Meeting
and will be available to respond to appropriate questions and may make a
statement if he or she so desires.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF
COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND VOTING AT THE ANNUAL MEETING
WILL BE REQUIRED TO RATIFY THE APPOINTMENT OF WOLF & CO. AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR ENDING
DECEMBER 31, 1997.
15
RECOMMENDATION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF WOLF & CO.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders of the Company must be received in writing by the
Company at its principal office on or before December 11, 1997, for inclusion in
its proxy statement and form of proxy relating to the meeting. Pursuant to the
By-laws of the Company, for the 1998 Annual Meeting of Stockholders, any
director nominations and new business submitted by stockholders must be
delivered to, or mailed to and received by, the Company at its principal
executive office not less than 60 days nor more than 90 days prior to May 20,
1998; provided, however, that in the event the Annual Meeting is scheduled to be
held on a date more than 30 days before May 20, 1998 or more than 60 days after
May 20, 1998, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Company at its principal executive office not later than
the close of business on the later of (A) the 60th day prior to the scheduled
date of such Annual Meeting or (B) the 10th day following the day on which
public announcement of the date of such Annual Meeting is first made by the
Company. Any such proposal should be mailed to: Clerk, People's Bancshares,
Inc., 545 Pleasant Street, New Bedford, Massachusetts 02740.
OTHER MATTERS
At the time of the preparation of this proxy material, the Board of
Directors of the Company does not know of any other matter to be presented for
action at the Annual Meeting. If any other matters should come before the
meeting, proxy holders have discretionary authority to vote their shares
according to their best judgment.
By Order of the Board of Directors
/S/ S. David Goldberg
---------------------------------------
S. David Goldberg
Clerk
April 21, 1997
16
[x] PLEASE MARK VOTES AS IN THIS EXAMPLE
- -------------------------
PEOPLE'S BANCSHARES, INC.
- -------------------------
RECORD DATE SHARES:
1. Proposal to elect Directors for a three year term.
Virginia M. Burke For All
John R. Eaton For Withhold Except
S. David Goldberg [ ] [ ] [ ]
Dr. Loring C. Johnson
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's(s') name(s). Your shares
will be voted for the remaining nominees(s).
For Against Abstain
2. Proposal to ratify the appointment of Wolf and [ ] [ ] [ ]
Company, P.C. as independent certified public
accountants of the Company.
The undersigned stockholder(s) authorize(s) the proxies to vote on the above
matters as indicated and to vote, in their discretion, upon such other matters
as may properly come before the Annual Meeting or any adjournments thereof.
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------
- -----------------------------------------------------------
Stockholder sign here Co-owner sign here
DETACH CARD DETACH CARD
PEOPLE'S BANCSHARES, INC.
Dear Stockholders:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, which
will be held on Tuesday, May 20, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
People's Bancshares, Inc.
PROXY PEOPLE'S BANCSHARES PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of People's Bancshares, Inc. (the "Company") hereby
appoints George M. Custodio and Maureen A. Gregory, or either of them acting
singly, as proxies to cast all votes which the undersigned stockholder is
entitled to cast at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held at 9:00 a.m., local time, on Tuesday, May 20, 1997, at the Holiday Inn,
195 Westgate Drive, Brockton, Massachusetts 02401, and at any adjournments or
postponements thereof. The undersigned stockholder hereby revokes any proxy or
proxies heretofore given.
This proxy will be voted as directed by the undersigned stockholder. UNLESS
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSAL 2, AND IN ACCORDANCE WITH THE
DETERMINATION OF THE PROXY HOLDERS AS TO OTHER MATTERS. The undersigned
stockholder hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement.
The undersigned stockholder may revoke this proxy at any time prior to its
exercise by filing a written notice of revocation with, or by delivering a duly
executed proxy bearing a later date to, the Clerk of the Company or by attending
the Annual Meeting and voting in person.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Corporation.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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