Proxy Statement Pursuant to Section 114(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
YORK FINANCIAL CORP.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
YORK FINANCIAL CORP.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- ------------------------------------------------------------------------------
[ ] 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:
N/A
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- ------------------------------------------------------------------------------
(3) Filing party:
N/A
- ------------------------------------------------------------------------------
(4) Date filed:
- ------------------------------------------------------------------------------
N/A
<PAGE>
September 21, 1999
Dear Stockholders:
We invite you to attend the Annual Meeting of the Stockholders of York
Financial Corp. to be held at the Mirror Room, Yorktowne Hotel, 48 East Market
Street, York, Pennsylvania on Thursday, October 21, 1999 at 3:00 p.m.
The attached Notice of Stockholder's Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company including its
principal subsidiary, York Federal Savings and Loan Association. Directors
and Officers of the Company as well as a representative of the independent
auditors of the Company, Ernst & Young LLP, will be present to respond to any
questions the stockholders may have.
Your vote is important, regardless of the number of shares you own. On
behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the annual meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Robert W. Pullo
Robert W. Pullo
President and Chief
Executive Officer
<PAGE>
YORK FINANCIAL CORP.
101 S. George Street
P.O. Box 15068
York, Pennsylvania 17405
(717) 846-8777
- -----------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 1999
- -----------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders (the "Meeting")
of York Financial Corp. (the "Company") will be conducted at the Mirror Room,
Yorktowne Hotel, 48 East Market Street, York, Pennsylvania on Thursday,
October 21, 1999 at 3:00 p.m.
A proxy card and a proxy statement for the Meeting are enclosed
herewith.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company; and
2. Such other matters as may properly come before the Meeting or
any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the Meeting
on the date specified above or on any date or dates to which, by original or
later adjournment, the Meeting may be adjourned. Stockholders of record at
the close of business on September 1, 1999 are the stockholders entitled to
vote at the Meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert A. Angelo
ROBERT A. ANGELO
SECRETARY
York, Pennsylvania
September 21, 1999
- ------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF- ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
- ------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
OF
YORK FINANCIAL CORP.
101 S. GEORGE STREET
P.O. BOX 15068
YORK, PENNSYLVANIA 17405
(717) 846-8777
- ------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 1999
- ------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of York Financial Corp. ("Company") to be
used at the Annual Meeting of Stockholders of the Company ("Meeting"), which
will be held at the Mirror Room, Yorktowne Hotel, 48 East Market Street, York,
Pennsylvania, on Thursday, October 21, 1999, at 3:00 p.m. The accompanying
notice of meeting and this Proxy Statement are being first mailed to
stockholders on or about September 21, 1999. York Federal Savings and Loan
Association, a wholly-owned subsidiary of the Company, is referred to herein
as "York Federal" or the "Association."
- ------------------------------------------------------------------------------
VOTING AND PROXY INFORMATION
- ------------------------------------------------------------------------------
Shareholders Entitled to Vote. Stockholders of record as of the close of
business on September 1, 1999 ("Voting Record Date") are entitled to one vote
for each share of common stock ("Common Stock") of the Company then held. At
the close of business on the Voting Record Date, the Company had 9,598,384
shares of Common Stock issued and outstanding.
Quorum. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining the existence of a quorum. Broker non-votes will not
be considered shares present for purposes of determining a quorum.
Voting. The Board of Directors solicits proxies so that each stockholder
has the opportunity to vote on the proposal to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below. If a stockholder attends the
Annual Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not attend
the Annual Meeting and vote in person, his or her shares will not be voted.
If a stockholder is a participant in the York Federal Savings and Loan
Association Employee Stock Ownership Plan ("ESOP"), the proxy card represents
a voting instruction to the trustees of the ESOP as to the number of shares in
the participant's plan account. Each participant in the ESOP may direct the
trustees as to the manner in which shares of Common Stock allocated to the
participant's plan account are to be voted. Unallocated shares of Common
Stock held by the ESOP and allocated shares for which no voting instructions
are received will be voted by the trustees in the same proportion as shares
for which the trustees have received voting instructions.
The three directors to be elected at the Annual Meeting will be elected
by a plurality of the votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With respect to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast.
Revocation of a Proxy. Stockholders who execute proxies retain the right
to revoke them at any time. Proxies may be revoked by written notice
delivered in person or mailed to the Secretary of the Company or by
filing a later
<PAGE>
proxy prior to a vote being taken on a particular proposal at the Annual
Meeting. Attendance at the Annual Meeting will not automatically revoke a
proxy, but a stockholder in attendance may request a ballot and vote in
person, thereby revoking a prior granted proxy.
- ------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------------
Persons and groups owning in excess of 5% of the Company's Common Stock
are required to file certain reports disclosing such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information, the following table sets forth, at the close of
business on the Voting Record Date, certain information as to those persons
who were beneficial owners of more than 5% of the outstanding shares of Common
Stock. Management knows of no persons other than the person set forth below
who owned more than 5% of the outstanding shares of Common Stock at the close
of business on the Voting Record Date. The table also sets forth information
as to the shares of Common Stock beneficially owned by the Chief Executive
Officer of the Company, by the Company's or the Association's four other most
highly compensated individuals ("named executive officers") and by all
executive officers and directors of the Company as a group.
Amount and Nature Percent of Shares
Name and Address of Beneficial of Common Stock
of Beneficial Owner Ownership (1) Outstanding (1)
- ------------------- ------------------ -----------------
Beneficial Owners of More than 5%
Robert W. Pullo 588,096(2) 6.13%
101 South George Street
York, Pennsylvania 17405
Directors
Cynthia A. Dotzel 105,580(3) 1.10
Paul D. Mills 132,391 1.38
Byron M. Ream 95,239 0.99
Robert W. Erdos 168,459(4) 1.76
Randall A. Gross 112,519 1.17
Carolyn E. Steinhauser 101,365(5) 1.06
Thomas W. Wolf 316,699(6) 3.30
Robert L. Simpson 49,782(7) 0.52
Named Executive Officers (8)
Robert W. Pullo (9) 588,096(2) 6.13
Robert A. Angelo, Esq. 244,699(10) 2.60
James H. Moss, CPA 149,534 1.56
Harry M. Zimmerman 10,280 0.11
Lynn D. Crenshaw 27,061 0.28
All Executive Officers and Directors
as a Group (19 Persons) 2,109,991(11) 21.98
(footnotes on following page)
-2-
<PAGE>
- ----------------
(1) In accordance with Rule 13d-3 under the 1934 Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
the Company's Common Stock if he or she has shared voting or investment
power with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the close of business on the
Voting Record Date. Except as otherwise noted below, the table includes
shares owned by spouses, other immediate family members in trust and
other forms of ownership, over which the persons named in the table
possess shared voting and investment power. This table also includes
shares of Common Stock subject to outstanding options which will be
exercisable within 60 days from the close of business on the Voting
Record Date.
(2) Excludes 329,265 shares owned by the York Federal Savings and Loan
Association Employee Stock Ownership Plan of which Mr. Pullo is the
trustee. Also excludes 5,182 shares owned by the spouse of Mr. Pullo
for which he disclaims any voting or investment power.
(3) Excludes 9,411 shares owned by the spouse of Ms. Dotzel, for which she
disclaims any voting or investment power. Excludes 20,637 shares Ms.
Dotzel holds as custodian for minor children under the Uniform Gifts to
Minors Act.
(4) Excludes 12,313 shares owned by the spouse of Mr. Erdos, for which he
disclaims any voting or investment power.
(5) Excludes 6,958 shares held by trusts for Ms. Steinhauser's children, of
which Ms. Steinhauser is a trustee.
(6) Includes 105,855 shares owned by affiliated companies of Mr. Wolf of
which he is an officer, director and principal stockholder. Excludes
5,897 shares owned by the spouse of Mr. Wolf, for which he disclaims any
voting or investment power. Excludes 3,435 shares Mr. Wolf holds as
custodian for minor children under the Uniform Gifts to Minors Act.
(7) Includes 5,383 shares held in trust in a Deferred Compensation Plan
sponsored by Mr. Simpson's employer.
(8) Securities and Exchange Act ("SEC") regulations define the term "named
executive officers" to include all individuals serving as chief
executive officer during the next recently completed year, regardless of
compensation level, and the four most highly compensated executive
officers, other than the chief executive officer, whose total annual
salary and bonus for the last completed fiscal year exceeded $100,000.
Messrs. Pullo, Angelo, Moss and Zimmerman, and Ms. Crenshaw were the
Company's "named executive officers" for the fiscal year ended June 30,
1999.
(9) Mr. Pullo is also a director of the Company.
(10) Excludes 4,753 shares owned by the spouse of Mr. Angelo for which he
disclaims any voting or investment power. Includes 53,072 shares owned
by the spouse of Mr. Angelo for which he shares voting and investment
power.
(11) Includes 763,414 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
Voting Record Date.
-3-
<PAGE>
- -----------------------------------------------------------------------------
Proposal I -- Election of Directors
- -----------------------------------------------------------------------------
The Company's Articles of Incorporation provide that directors are to be
elected for terms of three years, approximately one-third of whom are elected
annually. Three directors will be elected at the Meeting to serve for a
three-year period or until their respective successors have been elected and
qualified. The Company's Bylaws provide for the mandatory retirement of
directors when they reach 70 years of age. The Nominating Committee of the
Board of Directors has nominated for election as directors Robert W. Erdos,
Randall A. Gross and Robert W. Pullo each of whom are currently members of the
Board.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why any
nominee might be unable to serve.
The following table sets forth each nominee and director's name, age, the
year he or she first became a director, and the year in which his or her
current term will expire. Each director is also a member of the Board of
Directors of York Federal.
Year First Term
Elected to
Name Age(1) Director(2) Expire
- ---- ------ ----------- -------
BOARD NOMINEES
Robert W. Erdos 69 1971 2002*
Randall A. Gross 55 1984 2002*
Robert W. Pullo 59 1981 2002*
DIRECTORS CONTINUING IN OFFICE
Carolyn E. Steinhauser 60 1984 2000
Thomas W. Wolf 50 1984 2000
Robert L. Simpson 52 1994 2000
Cynthia A. Dotzel 45 1984 2001
Paul D. Mills 69 1970 2001
Byron M. Ream 55 1984 2001
- ----------------
(*) Assuming they are re-elected at the Meeting.
(1) As of September 1, 1999.
(2) Includes prior service on the Board of Directors of York Federal.
The principal occupation of each director of the Company for the last
five years is set forth below.
BOARD NOMINEES
Robert W. Erdos of York, Pennsylvania, is the owner of Stomp Off Records,
a company which produces recordings of jazz and ragtime. He earned a Bachelor
of Arts degree from the University of Pennsylvania and an LLB from Yale Law
School. From 1957 to 1981 he was Executive Vice President of Danskin Inc.,
which is a manufacturer of dancewear and sportswear. He is a Past President
of the United Way and a Past President of the Manufacturers Association of
York County. Mr. Erdos served as a member of the Board of Directors of the
York Hospital from 1977 to 1989.
-4-
<PAGE>
Randall A. Gross of York, Pennsylvania, is President of RG Industries.
He earned his BBA and MBA from the University of Cincinnati. Mr. Gross was
formerly Chairman of the York Area Chamber of Commerce and also Chairman of
its Reaccreditation Committee. He also served with the Chamber of Commerce as
Chairman of the Local Government Committee, Vice President of Community
Affairs, member of the Executive Committee, Budget and Finance Committee, and
Board of Directors. Mr. Gross is a member of the Board of Trustees of York
College, and Board of Directors of Tighe Industries, York Graphic Services and
Valin Corporation. He is also a member of the Chief Executive Officers (CEO)
Organization. He is Past Chairman of the Keystone Chapter of the Young
Presidents' Organization where he had previously served as Education Chairman.
Mr. Gross is licensed by the State of Georgia as a Certified Public
Accountant.
Robert W. Pullo of York, Pennsylvania, is President and Chief Executive
Officer of York Financial Corp. and a member of the Board of Directors. He is
also Chairman of the Board of Directors and Chief Executive Officer of York
Federal Savings and Loan Association and serves as Chairman of the Board of
Directors of its subsidiary company, York Financial Investment Corp. of
Delaware. Mr. Pullo is a member of the Board of Directors and Chairman of the
Board of subsidiaries of York Financial Corp.: First Capital Brokerage
Services, Inc., New Service Corp., First Capital Insurance Services, Inc. and
Y-F Service Corp. He also serves on the Advisory Board of Meridian Venture
Partnership, a venture capital company. He is a member of the American
Community Bankers' National Task Force for Electronic Banking and serves as a
Pennsylvania State liaison to the America's Community Bankers' Legislative
Committee. He is the founding Chairman of the Board of the White Rose
Foundation, a member of the Board of York Foundation, and a member of the
Board of Anna Huber Community Health Initiatives. He is a member and past
President of the Penn State York Campus Advisory Board, and Co-Chairman of
York College, York Federal Institute of Regional Affairs. Mr. Pullo serves as
a member of the Board and Executive Committee of Memorial Hospital of York
and the parent company, Memorial Health Systems Corporation. He is the
current Chairman of the York County Alliance for Learning, a business,
education and a school-to-work partnership, a member of the Advisory Board of
Junior Achievement, the Junior League of York, the York YWCA, and Youth Build.
Mr. Pullo was the charter Chairman of the United Way Housing Initiatives. He
currently serves on the Steering Committee of the Crispus Attucks Boundary
Avenue Urban Development Project. He is a founding board member of The
Cultural Alliance of York County, Inc. and is a member of the York Area
Capital Campaign Review Association and Better York, Inc. He is a Past
Chairman of the York Area Chamber of Commerce. Mr. Pullo is the recipient of
the Minority Businessmen Association's Volunteer of the Year Award and the
Excellence Award from the Human Relations Commission for his work with
minorities.
DIRECTORS CONTINUING IN OFFICE
Carolyn E. Steinhauser of York, Pennsylvania, is Executive Director of
York Foundation. A graduate of Middlebury College, Ms. Steinhauser is a
member of the board of Commonwealth Community Foundations (PA) and a Trustee
of York College of Pennsylvania. She was formerly Vice President/Campaign of
the United Way of York County and Executive Director of the York YWCA.
Thomas W. Wolf of Mount Wolf, Pennsylvania, is President of The Wolf
Organization, Inc. where he has been affiliated since 1979. Mr. Wolf earned a
Bachelor of Arts degree from Dartmouth College, a Master of Philosophy from
the University of London, and a Ph.D. from the Massachusetts Institute of
Technology. Mr. Wolf is past Chairman of the Board of the York Area Chamber
of Commerce, Past Chairman of the Board of the United Way of York County, past
Chairman of the Board of WITF Public Broadcasting Station, Vice Chairman of
the Board of York College of Pennsylvania, and President of Better York, Inc.
Mr. Wolf served in the U.S. Peace Corps in India.
Robert L. Simpson of York, Pennsylvania, is Executive Director of the
Crispus Attucks Association, a multi-purpose community center, a position he
has held since 1979. Mr. Simpson serves on the Board of Directors and the
Medical Affairs and Community Health Care Committees of the York Hospital, is
a Trustee of York College of Pennsylvania and is a member of the Board of
Directors of WITF Public Broadcasting Station. Mr. Simpson also serves on the
Board of Directors of the York Health Bureau, the White Rose Foundation, the
Martin Memorial Library,
-5-
<PAGE>
and the York County Industrial Development Corporation. A member of the
Rotary Club of York, he serves on the Rotary and York City School District
Drop-Out Prevention Program Committee, and serves on the Atkins House Advisory
Committee. He has also served on the boards of the County Drug Task Force,
York 2000 Committee, the YMCA, York Area Chamber of Commerce, and the Junior
League.
Cynthia A. Dotzel of York, Pennsylvania, is a Certified Public
Accountant, practicing with Dotzel & Company, Inc., Certified Public
Accountants. She earned a Bachelor of Science degree in Accounting from York
College after completing undergraduate work at York College and Bloomsburg
University. Ms. Dotzel is a member of the Cyber Center Management Group. She
is a member of the Finance Committees of St. Patricks Church in York and the
York Foundation.
Paul D. Mills of Hellam, Pennsylvania, is the owner of Willow Tree Farms,
a thoroughbred horse breeding farm and training center. He is a member of the
North York Lions Club and the State Horse Racing Commission. Mr. Mills is a
past President of the Pennsylvania Horse Breeders Association. He is a member
of the White Rose Lodge 706, York County Shrine Club, and V.F.W. Post 6241.
Byron M. Ream of York, Pennsylvania, is Executive Vice President of R&R
Components, Inc. He formerly served as the Director of Property Management
and as a realtor for Bennett Williams, Inc., York. Mr. Ream attended Wesleyan
University and Pennsylvania State University, York Campus. He is a member of
the Building Committee of the United Way of York County, a past President of
the Board of Trustees of Asbury United Methodist Church, and a member of the
Board of Directors of Bell Socialization Services and B.U.I.L.D., Inc.
- ------------------------------------------------------------------------------
Meetings and Committees of the Board of Directors
- ------------------------------------------------------------------------------
The Board of Directors of the Company conducts monthly meetings to review
the progress of the Company and establish its strategic goals and policies.
Additional meetings are held as dictated by the current operations of the
Company. The Board of Directors of the Company met 13 times during the fiscal
year. All directors attended at least 75% of the Board meetings.
The Board of Directors of the Company has various standing committees
including an Audit Committee, Compensation Committee, Nominating Committee and
Executive Committee. All committee members attended at least 75% of the
respective committee meetings.
The Audit Committee establishes the scope of internal and external
audits, reviews and evaluates the results of such audits and directs the
implementation of internal controls where necessary. The Audit Committee is
comprised of Directors Dotzel (Chair), Erdos, Ream, Gross and Wolf. The Audit
Committee met five times during the fiscal year.
The Compensation Committee administers the remuneration and incentive
programs for executives and senior management and makes recommendations to the
Board of Directors regarding salaries, bonuses, stock options, and other
incentive plans. The Committee also reviews the schedule of compensation,
stock options, and other incentive plans for members of the Board and its
committees. The Compensation Committee is composed of Directors Wolf (Chair),
Erdos, Mills, Gross and Steinhauser. The Compensation Committee met four
times during the fiscal year.
The Nominating Committee meets to recommend to the Board of Directors of
the Company nominees for election as directors and committee members. The
Nominating Committee will consider nominees recommended by stockholders.
Article XI of the Company's Articles of Incorporation sets forth procedures
for stockholders to make nominations and proposals. Article XI provides that:
"Nominations for the election of directors and proposals for any new business
to be taken up at any annual or special meeting of stockholders may be made by
the board of directors of the Corporation or by any stockholder of the
Corporation entitled to vote generally in the election of directors. In order
for a stockholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice
-6-
<PAGE>
thereof in writing, delivered or mailed by first class United States mail,
postage paid, to the Secretary of the Corporation not less than 30 days nor
more than 60 days prior to any such meeting. Each such notice given by a
stockholder with respect to nominations for the election of directors shall
set forth (i) the name, age, business address and, if known, residence address
of each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, and (iii) the number of shares of stock of
the Corporation which are beneficially owned by each such nominee." The
Nominating Committee is comprised of Directors Mills (Chair), Erdos, Gross,
Wolf, Ream, Steinhauser and Simpson. The Nominating Committee met twice
during the fiscal year.
York Federal Savings and Loan Association, Y-F Service Corp., New Service
Corp., First Capital Brokerage Services, Inc. and First Capital Insurance
Services, Inc., subsidiaries of the Company, are governed by their own board
of directors, the members of which are selected from the Board of Directors of
the Company, or, in the case of First Capital Brokerage Services, Inc. and
First Capital Insurance Services, Inc., are senior officers of the Company or
York Federal and are appointed by the Board of Directors. The Board of
Directors of York Federal also maintains an Executive Committee, Pension
Committee and Building Committee.
- ------------------------------------------------------------------------------
Directors' Compensation
- ------------------------------------------------------------------------------
For service in fiscal 1999 as a member of the Board of Directors of the
Company, each Director received a fee of $500 for each meeting attended. For
services as a member of the Audit Committee, the chair received a retainer of
$4,000 and each committee member received a retainer of $1,000. For services
as a member of the Compensation Committee and Nominating Committee, the
respective committee chair received a retainer of $2,000 and each committee
member received a retainer of $1,000. A fee of $400 was received by Audit
Committee members for each meeting attended. A fee of $200 was received by
Compensation Committee members and Nominating Committee members for each
meeting attended.
For service in fiscal 1999 as a member of the Board of Directors of the
Association, each director received a retainer of $10,000 and a fee of $500
for each meeting attended. For service as a member of the Executive Committee
of the Association, each member received a retainer of $4,500 and a fee of
$400 for each meeting attended. For services as a member of the Pension
Committee and Building Committee of the Association, the respective committee
chair received a retainer of $2,000 and each committee member received a
retainer of $1,000. A fee of $200 was received by Pension Committee members
and Building Committee members for each meeting attended.
For service in fiscal 1999, directors of the Company who also served as
members of the Board of Directors of subsidiaries of the Company, Y-F Service
Corp. and New Service Corp., received a fee of $200 for each meeting attended
and a retainer fee of $2,000.
Directors of the Company are participants in the 1984 Non-Incentive Stock
Option Plan, the 1992 Non-Incentive Stock Option Plan for Directors and the
1995 Non-Qualified Stock Option Plan for Directors. The Plans were designed
to attract and retain the best available personnel as directors of the Company
and to provide additional incentive for directors to promote the success of
the business. All options under the 1984 and 1992 Plans have been granted,
and there are unexercised options that remain outstanding. The 1995 Plan is a
formula plan providing for an annual grant of options on October 1 of each
year (to the extent options are available) at the closing price of the
Company's stock on the last business day prior to October 1 of each year.
In 1979, York Federal established a directors' deferred compensation plan
whereby the Association agreed to pay retired or disabled directors with 10 or
more years of service a joint and several annuity based on compensation
received by a participating director during the last 60 months of service to
the Association. Benefits under the Plan normally begin at age 70 and are
paid monthly for a period of 10 years or until death of the director and
spouse, whichever first occurs. The Plan is unfunded.
-7-
<PAGE>
- ------------------------------------------------------------------------------
Executive Compensation
- ------------------------------------------------------------------------------
Summary Compensation Table. The following information is furnished for
the Company's chief executive officer and named executive officers for the
year ended June 30, 1999.
<TABLE>
Summary Compensation Table*
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- ------
Other Annual All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) ($) ($)(1) (#)(2) ($)(3)
- ------------------ ---- -------- -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Pullo, President 1999 $375,011 $123,708 -- 3,970 $160,378
and Chief Executive Officer 1998 360,490 167,197(4) -- 24,970 111,910
1997 330,502 105,884 -- 3,970 111,739
Robert A. Angelo, Executive 1999 $192,400 $ 64,389 -- $ 27,982
Vice President, Secretary 1998 185,000 87,530(4) 15,750 10,873
and General Counsel; President 1997 170,000 60,255 -- 11,129
of York Federal
James H. Moss, Senior Vice 1999 $143,929 $ 43,662 -- $ 7,231
President, Chief Financial 1998 135,000 64,428(4) -- 10,500 7,817
Officer/Treasurer; Executive 1997 126,445 43,811 8,422
Vice President of York Federal
Harry M. Zimmerman, 1999 $131,323 $ 35,798 -- $ 4,407
Executive Vice President of 1998 125,000 41,669 -- 10,500 3,793
York Federal 1997 19,231 829 13,125 --
Lynn D. Crenshaw, Executive 1999 $118,448 $ 32,542 -- $ 3,766
Vice President of York Federal 1998 112,000 38,282 -- 10,500 4,060
1997 109,444 5,884 5,480
</TABLE>
- -------------
* All compensation is paid by the Association but allocated between
the Company and the Association based on approximate time spent by the
named executive officer on Company business.
(1) Amounts not reportable as they do not exceed the lesser of $50,000 or
10% of salary and bonus.
(2) The number of stock options indicated have been adjusted for stock
dividends issued.
(3) Includes contributions of $3,180, $3,180, $3,180, $3,180 and $3,115,
respectively, for Messrs. Pullo, Angelo, Moss and Zimmerman, and Ms.
Crenshaw to the Company's ESOP. Includes contributions of $123,198,
$23,902, $2,851,$1,227and $651, respectively, for Messrs. Pullo,
Angelo, Moss, and Zimmerman, and Ms. Crenshaw for life insurance
premiums and benefit accruals for Messrs. Pullo and Angelo for the
Supplemental Executive Retirement Plan. Includes $32,800 in directors'
fees paid to Mr. Pullo. Includes directors' fees of $1,200, $900 and
$1,200, respectively, for Messrs. Pullo, Angelo and Moss for board
meetings of York Financial Investment Corp., a subsidiary of York
Federal.
(4) Includes bonuses received in November 1997 under the Company's Bonus
Plan for performance standards achieved in the 1996/1997 fiscal year.
-8-
<PAGE>
Option Grants Table. The following table sets forth all grants of
options to the Company's Chief Executive Officer for the fiscal year ended
June 30, 1999. No options were granted to the other named executive officers
during the fiscal year ended June 30, 1999.
<TABLE>
Individual Grants(1)
-----------------------------------------------------------------------------------
% of Total Potential Realizable Value at
Options Assumed Annual Rates of Stock
Options Granted to Exercise Price Appreciation for Option
Granted Employees in Price Expiration Term(2)
Name (#) Fiscal Year ($/Sh) Date 0%($) 5%($) 10%($)
---- ------- ------------ --------- ---------- ----- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert W. Pullo 3,970 19.59% $16.667 10/01/08 -- $41,613 $105,455
</TABLE>
- ---------------
(1) Only named executive officers receiving grants are listed.
(2) The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the SEC and are not
intended to forecast future appreciation, if any, in the price of the
Company's stock. Such amounts are based on the assumption that the
named persons hold the options granted for their full 10 year term. The
actual value of the options will vary in accordance with the market
price of the Company's Common Stock. The column headed "0%" is included
to demonstrate that the options were granted at fair market value and
optionees will not recognize any gain without an increase in the stock
price, which increase benefits all stockholders commensurately. The
Company did not use an alternative formula to attempt to value options
at the date of grant, as management is not aware of any formula which
determines with reasonable accuracy a present value of options of the
type granted to the optionees.
Option Exercise Table. The following table sets forth all exercises of
options under the Stock Option and Incentive Plans to the Company's Chief
Executive Officer and named executive officers for the fiscal year ended June
30, 1999.
<TABLE>
Number of
Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year End(#)(1) at Fiscal Year End($)
Acquired on Value --------------------------- ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Pullo 91,579 $995,570 119,170 17,378 $631,293 $1,896
Robert A. Angelo 73,572 746,968 57,916 13,178 256,662 1,896
James H. Moss 32,625 333,667 25,099 8,978 94,610 1,896
Harry M. Zimmerman -- 9,975 13,650 2,670 1,780
Lynn D. Crenshaw 1,000 5,632 23,133 8,978 99,784 1,896
</TABLE>
- ----------------
(1) Number of shares acquired have been adjusted for 5% stock dividend paid
November 17, 1998.
Supplemental Executive Retirement Plan. The Supplemental Executive
Retirement Plan is a non- qualified, unfunded deferred compensation plan
evidenced by two separate agreements that provide supplemental executive
retirement benefits to Messrs. Pullo and Angelo. The agreements are unfunded,
but the Company and the Association have purchased life insurance policies on
each executive that are actuarially designed to offset the annual expenses
associated with the agreements and will, pursuant to the actuarial
assumptions, offset all of the costs associated with
-9-
<PAGE>
the agreements during the life of the executive and provide a complete
recovery of all plan costs upon the executive's death. The Company and the
Association are the sole owners of all the insurance policies. The amount of
an executive's benefit will be determined pursuant to the accrual of two
accounts: (i) a pre-retirement account and (ii) an index retirement benefit
account. The pre-retirement account is a liability reserve account on the
books of the Company and Association, and is increased or decreased each year
by an amount determined by the aggregate annual after-tax income from
specified life insurance contracts reduced by an "opportunity cost" which is
calculated by taking into account the Association's after-tax cost of funds.
The index retirement benefit account is equal to the excess of the annual
earnings of the insurance policies over the "opportunity cost." Upon
retirement at age 70 (normal retirement) or at age 60 with 23 years of service
(early retirement), the balance in the executive's pre-retirement account will
be paid in a lump sum within 30 days following the executive's retirement
(unless the plan administrator shall elect to pay such amount in annual
installments). In addition, upon normal or early retirement the executives
will receive an index retirement benefit annually until their death. Should
the executives die prior to having received the entire amount of their pre-
retirement account, the unpaid balance will be paid in a lump sum to their
designated beneficiaries. The executives are entitled to receive their
benefit if they retire prior to age 60, however, the payment of such benefits
will not commence until the executive reaches age 60. In the event of a
change in control of the Association, or the executives' services with the
Association are terminated without cause, the executives will be entitled to
receive their benefit within 30 days of such event. The benefits under the
Agreements are forfeitable by the executives if they are terminated by the
Association for cause. At June 30, 1999, the estimated annual benefit payable
to Messrs. Pullo and Angelo upon normal retirement would be approximately
$294,313 and $240,192, respectively.
Split Dollar Death Benefits. The Association has also entered into Life
Insurance Split Dollar Agreements with Messrs. Pullo and Angelo, whereby their
beneficiaries shall be paid $5,000,000 and $2,500,000, respectively, for
certain death benefits in the event that the executives should die while
employed by the Association. Life insurance policies have been purchased to
provide this benefit. In the event that the executive should not be employed
by the Association at his death, then the executive's beneficiaries shall
receive an amount equal to 4% of the amount that he would receive if the
executive died while employed by the Association, multiplied by the number of
full years of service the executive had completed with the Association, up to
25 year of service. The Association is entitled to an amount equal the cash
value of the insurance policies, less any policy loans and unpaid interest or
cash withdrawals previously incurred by the Association and any applicable
surrender charges.
Pension Plan Table. The following table indicates the annual retirement
benefit that would be payable under the Retirement Plan (as discussed herein)
upon retirement at age 65 to a participant electing to receive his or her
retirement benefit in the standard form of benefit, assuming various specified
levels of Retirement Plan compensation and various specified years of credited
service.
Estimated Annual Pension for Representative Years of Service
------------------------------------------------------------
Average Earnings 10 15 20 25 30
- ---------------- ------- -------- -------- -------- -------
$ 25,000 $ 3,500 $ 5,250 $ 7,000 $ 8,750 $10,500
50,000 7,944 11,915 15,887 19,859 23,831
100,000 17,444 26,165 34,887 43,609 52,331
150,000 26,944 40,415 53,887 67,359 80,831
200,000 28,844 43,265 57,687 72,109 86,531
The York Federal Pension Plan is a noncontributory defined benefit
pension plan. An employee becomes a participant in the Plan after completing
one year of service and attaining age 21. Plan participants with five or more
years of service are entitled to monthly retirement benefits beginning at the
retirement age of 65. The retirement pension is payable monthly as long as
the participant lives.
-10-
<PAGE>
A participant's accumulated pension credits are equal to 1/12th of the
sum of the benefits earned through June 30, 1996 plus the benefits earned
after July 1, 1996. Benefits earned through June 30, 1996 are equal to the
sum of (i) 1.1% of five year average compensation at June 30, 1996 for years
of benefit service before July 1, 1991; plus (ii) 1.4% of five year average
compensation at June 30, 1996 for years of benefit service from July 1, 1991
to June 30, 1996; plus (iii) 0.5% of average compensation over $25,920,
multiplied by the number of years of service from July 1, 1991 to June 30,
1996, up to 35 years of cumulative service. Benefits earned after July 1,
1996 are equal to 1.4% of annual compensation for each year of service after
July 1, 1996, plus 0.5% of pay over the Social Security Integration Level for
each year of service after July 1, 1996, provided, however, that no pension
benefit on compensation over the Social Security Integration Level accrues for
any year of service over 35 years. The amount of pension earned during a
fiscal year is based upon compensation during that year subject to limits
imposed by the Internal Revenue Code of 1986, as amended ("Code"). During the
last fiscal year, compensation for the purposes of calculating benefits for a
Plan participant was limited by the Code to $160,000. The Social Security
Integration Level for each plan year is equal to 100% of the Maximum Social
Security Covered Compensation as of the first day of the year.
The Plan provides for normal retirement at age 65 and permits early
retirement at ages between 55 and 64. Upon retirement, married participants
automatically receive an actuarially equivalent joint and 50% survivor pension
unless otherwise elected. The Plan also provides for other options for
pension benefits which can be elected by a participant. If the present value
of the monthly pension does not exceed $5,000, a lump sum payment is
automatically paid. Employees terminating after completion of at least five
years of service are entitled to a vested deferred pension equal to the
benefit accrued to the date of termination.
At June 30, 1999, the credited years of service for Messrs. Pullo,
Angelo, Moss and Zimmerman, and Ms. Crenshaw were 24, 26, 15, 2 and 6,
respectively.
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following report and Performance Graph
shall not be incorporated by reference into any such filings.
Report of the Compensation Committee. The Compensation Committee of the
Board of Directors of the Company is responsible for establishing,
implementing and monitoring all compensation policies of the Company and its
primary operating subsidiary, York Federal Savings and Loan Association. The
Committee is also responsible for evaluating the performance of the Chief
Executive Officer of the Company and recommending appropriate compensation
levels. The Chief Executive Officer evaluates the performance of each of the
named executive officers and other subordinate officers of the Company and its
subsidiaries and recommends individual compensation levels to the Compensation
Committee. None of the Committee's members is a current or former officer or
employee of the Company or any subsidiary of the Company.
The Compensation Committee believes that a compensation plan for
executive officers should take into account management skills, long term
performance results and stockholder returns. Compensation policies must be
maintained to promote:
1. the attraction and retention of highly-qualified executives;
2. motivation of executives that is related to the performance of the
individual and the Company;
3. current and long-term performance; and
4. a financial interest in the success of the Company similar to the
interests of its stockholders.
The Company's current compensation plan involves a combination of salary,
profit sharing and bonus to reward short-term performance and grants of stock
options to encourage long-term performance. The salary levels of executive
officers are designed to be competitive within the financial services
industry. Annual compensation surveys prepared by Towers Perrin and SNL
Securities are utilized to determine competitive salary levels and individual
annual
-11-
<PAGE>
performance is reviewed to determine appropriate salary adjustments. A profit
sharing plan in which all executive officers and employees of York Federal
participate has been designed to align their interests with that of the
stockholders of the Company. First Capital Brokerage Services, Inc. also has
a profit sharing plan in which its executive officers and employees
participate. Profits distributable pursuant to the Plans may not exceed total
dividends paid to the stockholders during the year. Certain executive
officers of York Federal, including the Chief Executive Officer and the named
executive officers, are eligible to participate in the York Financial Corp.
Bonus Plan which became effective July 1, 1998. The Plan provides for a bonus
of up to 45% of the executive officer's base compensation (hereinafter the
"available bonus") if certain performance standards are achieved for the
fiscal year. The bonus is payable as follows: (a) 30% of the available bonus
is earned if the Company achieves 85% or greater of its budgeted net income;
(b) 50% of the available bonus is dependent upon the officer's achievement of
ten goals. These ten performance-based goals are different for each officer
and are specific to areas and Company objectives over which the officer has
responsibility and/or significant influence. The officer earns one-tenth of
the 50% for each goal he/she achieves; (c) 20% of the available bonus is paid
out in the same proportion as the number of goals achieved under (b) but is
earned only if the Company achieves 85% or greater of its budgeted net income.
Stock options are the Company's primary long-term compensation program
designed to reward executive performance consistent with performance that
benefits stockholders. Awards of stock options are intended to provide
executives with increased motivation and incentive to exert their best efforts
on behalf of the Company by enlarging their personal stake in its success
through the opportunity to increase their stock ownership in the Company.
Options issued to executives are at a price equal to the closing price of the
Company's stock on the date of grant in order to insure that any value derived
from the grant is realized by stockholders generally. The amount of options
granted to an executive officer is based on the officer's performance and
relative responsibilities within the Company. Options may be exercisable
immediately but generally vest over a period of years.
During the fiscal year ended June 30, 1999, the base compensation of
Robert W. Pullo, President and Chief Executive Officer of the Company was
$375,011 which represented a four percent increase from the previous fiscal
year. Profit sharing and bonus distributions were awarded based on plan
provisions. The Committee believes the current compensation is appropriate
based on competitive salary surveys and the performance of the Company.
Compensation Committee
THOMAS W. WOLF CAROLYN E. STEINHAUSER
PAUL D. MILLS ROBERT W. ERDOS
RANDALL A. GROSS
-12-
<PAGE>
Performance Graph. The following graph compares the Company's cumulative
stockholder return on its Common Stock with the return on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") (U.S.
companies) Index and a peer group comprised of SIC Code 603-SAVINGS
INSTITUTIONS (publicly traded). Total return assumes the reinvestment of all
dividends.
[GRAPH APPEARS HERE]
Period Ending
--------------------------------------------------------
Index(1) 6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
-------- ------- ------- ------- ------- -------
York Financial Corp. $100.00 $ 86.94 $ 97.43 $131.60 $176.80 $134.25
SIC Code Index(2)(3) 100.00 116.24 146.75 236.70 321.33 269.21
Nasdaq Market Index(2) 100.00 117.28 147.64 177.85 235.75 330.37
- -------------------
(1) Source: Media General Financial Services
(2) Both the Market Index and the Industry Index contain only those
companies that are public and that have been public for the required
six year time frame.
(3) Peer Group includes SIC Code 603-SAVINGS INSTITUTIONS (publicly
traded).
- ------------------------------------------------------------------------------
Indebtedness of Management to the Association
- ------------------------------------------------------------------------------
Applicable law and regulations require that all loans or extensions of
credit to executive officers and directors must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons (unless the loan or
extension of credit is made under a benefit program generally available to all
employees and does not give preference to any insider over any other employee)
and does not involve more than the normal risk of repayment or present other
unfavorable features. The Association has adopted
-13-
<PAGE>
a policy to this effect. At June 30, 1999, loans to all employees, officers
and directors of the Association totalled $15,045,741.
- ------------------------------------------------------------------------------
Compliance With Section 16(a) of The Exchange Act
- ------------------------------------------------------------------------------
Section 16(a) of the Exchange Act requires certain officers of the
Company and its directors, and persons who beneficially own more than 10% of
any registered class of the Company's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Company.
Based solely on a review of the reports and written representations
provided to the Company by the above referenced persons, the Company believes
that all filing requirements applicable to its reporting officers, directors
and greater than 10% beneficial owners were properly and timely complied with
during the fiscal year ended June 30, 1999, except for certain transactions by
Robert W. Erdos, a member of the Board of Directors. Mr. Erdos inadvertently
failed to timely file a Form 4 Statement of Change in Beneficial Ownership of
Securities for transactions during the month of May 1999, which was
subsequently filed on July 2, 1999.
- ------------------------------------------------------------------------------
Independent Auditors
- ------------------------------------------------------------------------------
Ernst & Young LLP served as the Company's independent auditors for the
fiscal year ended June 30, 1999. The Company has appointed Ernst & Young LLP
as independent auditors for the fiscal year ending June 30, 2000. A
representative of Ernst & Young LLP is expected to be present at the Meeting
to respond to questions from stockholders and will have the opportunity to
make a statement if he or she so desires.
- ------------------------------------------------------------------------------
Other Matters
- ------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers, and regular employees
of the Company may solicit proxies personally or by telegraph or telephone
without additional compensation.
- ------------------------------------------------------------------------------
Financial Statements
- ------------------------------------------------------------------------------
The Company's Annual Report to Stockholders, including consolidated
financial statements prepared in conformity with generally accepted accounting
principles, is being mailed herewith to all stockholders of record as of the
close of business on the Voting Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by writing the
Company. Such Annual Report is not to be treated as a part of the proxy
solicitation material nor as having been incorporated herein by reference.
A COPY OF FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO JAMES H. MOSS, SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER/
TREASURER, YORK FINANCIAL CORP., 101 SOUTH GEORGE STREET, P.O. BOX 15068,
YORK, PENNSYLVANIA 17405.
-14-
<PAGE>
- ------------------------------------------------------------------------------
Stockholder Proposals
- ------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials of the
Company for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's main
office at 101 South George Street, P.O. Box 15068, York, Pennsylvania 17405,
no later than May 25, 2000. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the 1934 Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert A. Angelo
ROBERT A. ANGELO
SECRETARY
York, Pennsylvania
September 21, 1999
-15-
<PAGE>
- ------------------------------------------------------------------------------
ERRATA
- ------------------------------------------------------------------------------
The schedule of SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
contained on pages two and three of the Proxy incorrectly states the number
and percentage of shares of common stock beneficially owned by Thomas W. Wolf
and all executive officers and directors as a group. The correct number of
shares beneficially owned by Thomas W. Wolf should be 441,809 shares
representing 4.60% of the shares of common stock of the Company outstanding.
The correct number of shares owned by affiliated companies of Mr. Wolf, as set
forth in footnote (6), should be 169,896. The correct number of shares
beneficially owned by all executive officers and directors as a group should
be 2,279,887 representing 23.75% of the shares of common stock of the Company
outstanding.
REVOCABLE PROXY
YORK FINANCIAL CORP.
This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders on October 21, 1999.
The undersigned hereby appoints Robert W. Erdos, Carolyn E. Steinhauser and
Robert L. Simpson of the Board of Directors of York Financial Corp. with full
powers of substitution to act, as attorneys and proxies for the undersigned,
to vote all shares of Common Stock of York Financial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders, to be
held at the Mirror Room, Yorktowne Hotel, 48 East Market Street, York,
Pennsylvania on Thursday, October 21, 1999 at 3:00 p.m. and at any and all
adjournments thereof as follows:
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect.
This Proxy also relates to shares held under the York Financial Corp. Dividend
Reinvestment and Stock Purchase Plan.
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. 0
1. ELECTION OF DIRECTORS For All
Nominees: Robert W. Erdos For Withheld Except
Randall A. Gross 0 0 0
Robert W. Pullo --------------------
This proxy will be voted as directed. If
no direction is made, it will be voted "FOR"
the proposal set forth above. The Board of
Directors recommends a vote "FOR" the
proposal. If any other business is
presented at the meeting, this proxy will be
voted by the proxy holders in their best
judgment.
Dated , 1999
---------------- --
-------------------------------------------
-------------------------------------------
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as a fiduciary or for an
estate, trust, corporation or partnership,
your title or capacity should be stated.
<PAGE>
