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
Filed by the registrant (x)
Filed by party other than the registrant ( )
Check appropriate box:
( ) Preliminary proxy statement
(x) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14-11(c)
or Rule 14a-12
CBC BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
CBC BANCORP, INC.
Name of Person(s) filing Proxy Statement
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(1)(2).
( ) Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11
(1) title of each classs of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11*
(4) Proposed maximum aggregate value of
transaction:
( ) 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 number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date Filed:
* Set forth the amount on which the filing fee is
calculated and state how it was determined
DEFINITIVE PROXY STATEMENT
DATED MARCH 17, 1997
CBC BANCORP, INC.
612 Bedford Street, Stamford, CT 06901 (203) 356-9001
To Our Shareholders: March 17, 1997
You are cordially invited to attend the 1997 Annual
Meeting of Shareholders ("Annual Meeting") of CBC Bancorp,
Inc. (the "Company") to be held on Thursday, April 17, 1997.
Enclosed are the official notice of this meeting, a proxy
statement , a form of proxy and the Annual Report to
Shareholders. Please note that the Annual Meeting will be
held at 3:00 p.m. at the offices of the Company's
subsidiary, Connecticut Bank of Commerce, 612 Bedford
Street, Stamford Connecticut, 06901.
At the Annual Meeting, you will be asked to vote to
elect directors to serve until the next Annual Meeting and
to ratify the selection of the Company's independent
auditors.
We hope that you will attend. In any event, please
complete, date, sign and promptly return the enclosed proxy.
It is important that your shares be represented at the
Annual Meeting.
Sincerely yours,
Randolph W. Lenz
Chairman of the Board
YOUR VOTE IS IMPORTANT.
We encourage you to complete, date and promptly return
your proxy in the enclosed envelope, regardless of whether
you plan to attend the Annual Meeting.
CBC BANCORP, INC.
612 Bedford Street, Stamford, CT 06901 (203) 356-9001
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1997
To the Shareholders of CBC Bancorp, Inc.:
Notice is hereby given that the 1997 Annual Meeting of
Shareholders (the "Annual Meeting") of CBC Bancorp, Inc.
(the "Company") will be held at the offices of the Company's
subsidiary, Connecticut Bank of Commerce, 612 Bedford
Street, Stamford, Connecticut 06901, at 3:00 p.m. on
Thursday, April 17, 1997 for the following purposes:
1.To elect directors to serve until the 1998 Annual
Meeting of Shareholders or until their successors
have been elected and qualified (Proposal 1):
2.To consider and vote upon a proposal to ratify the
selection of BDO Seidman as independent
auditors for the fiscal year ending December 31, 1997
(Proposal 2): and
3.To transact such other business as may properly come
before the Annual Meeting.
Pursuant to the Company's Bylaws, the Board of Directors
has fixed the close of business on February 24, 1997 as
the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting.
Only holders of common stock of record at the close of
business on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof.
In the event that there are insufficient votes to approve
any one
or more of the foregoing proposals at the time of the
Annual Meeting, the Annual Meeting may be adjourned to
permit further solicitation of proxies by the Company.
By Order of the Board of
Directors
Randolph W. Lenz
Chairman of the Board
Stamford, Connecticut
March 17, 1997
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY
THEN REVOKE YOUR PROXY AND VOTE BY BALLOT.
CBC BANCORP, INC.
612 Bedford Street, Stamford, CT 06901 (203) 356-9001
PROXY STATEMENT
1997 ANNUAL MEETING OF SHAREHOLDERS - APRIL 17, 1997
INTRODUCTION
OVERVIEW
This Proxy Statement is being furnished to the holders
of common stock par value $.01 per share ("Common Stock"),
of CBC Bancorp, Inc., a Connecticut corporation (the
"Company"), in connection with solicitation of proxies by
the Board of Directors of the Company for use at the 1997
Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held at the offices of the Company's
subsidiary, Connecticut Bank of Commerce, 612 Bedford
Street, Stamford, Connecticut 06901, at 3:00 p.m. on
Thursday, April 17, 1997. This Proxy Statement and the
enclosed proxy card are first being given or sent to
shareholders on or about April 4, 1997.
The Company is a bank holding company incorporated under
the laws of the State of Connecticut. The Company
conducts its operations principally through its
subsidiary,
Connecticut Bank of Commerce (the "Bank"). The Bank is a
Connecticut-chartered FDIC insured commercial bank.
PURPOSE OF ANNUAL MEETING
At the Annual Meeting, shareholders will be asked to :
(i) elect directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and
qualified; and (ii) ratify the selection of BDO Seidman as
independent auditors for the Company for the year ending
December 31, 1997. In addition, the shareholders may act
upon such other matters as may properly come before the
Annual Meeting.
VOTING RIGHTS AND PROXY INFORMATION
RECORD DATE; VOTING RIGHTS
The Board of Directors of the Company has fixed the close
of business on February 24, 1997, as the record date (the
"Record Date") for determining holders of outstanding
shares of Common Stock entitled to notice of and to vote
at the Annual Meeting and any adjournments thereof. Only
holders of shares of Common Stock of record on the books
of the Company at the close of business on February 24,
1997, will be entitled to vote at the Annual Meeting and
any adjournments thereof. As of the Record Date, there
were 1,961,761 shares of Common Stock issued and
outstanding. Votes may be cast in person or by proxy, and
each share of Common Stock entitles its holder to one
vote. Pursuant to the Company's Bylaws, the holders of a
majority of the outstanding shares of Common Stock present
in person or by proxy will constitute a quorum for
transacting business at the Annual Meeting.
USE OF PROXIES, REVOCATION AND SOLICITATION
Proxies in the accompanying form which are properly
executed and returned to the Company will be voted at the
Annual Meeting in accordance with the shareholders'
instructions contained in such proxies and, at the
discretion of the proxy holders, on such other matters as
may properly come before the Annual Meeting. Where no
instructions are given, the shares represented by executed
proxies received by the Company will be voted as follows:
(i) FOR Proposal 1 to elect the proposed nominees as
directors and (ii) FOR Proposal 2 to ratify the selection
of BDO Seidman as independent auditors of the Company for
the year ending December 31, 1997. The Board of Directors
does not know of any matters to be acted upon at the
Annual Meeting other than the items specifically described
in this Proxy Statement. If any other matters are
properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote the shares of
Common Stock represented by the proxies on such matters at
their discretion. None of the proposals scheduled to be
voted upon at the Annual Meeting will create appraisal or
similar rights under Connecticut law.
A Shareholder who executes and returns the enclosed proxy
card has the power to revoke such proxy at any time before
it is voted at the Annual Meeting by filing with the
Secretary of the Company an instrument revoking it, by
filing a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting by ballot in
person.
Attendance at the Annual Meeting will not in and of itself
constitute the revocation of a proxy.
The Company will bear the costs of soliciting proxies from its
shareholders. In addition to this solicitation by mail, proxies
may be solicited by the directors, officers and employees of the
Company and the Bank by personal interview, telephone or
telegram for no compensation other than their regular salaries.
Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of
solicitation material to
the beneficial owners of Common Stock held of record by such
persons, and the Company may reimburse such custodians, nominees
and fiduciaries for reasonable out-of-pocket expenses incurred
in connection therewith.
CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors of the Company. The Board of Directors
of the Company had responsibility for the management of the
business and affairs of the Company. The Board of Directors of
the Company met 12 times during 1996 and consisted of five
members: Messrs. Lenz (Chairman), Pignatelli until February 1996
and Pollack from April 1996, Dunlap, Cuevas and Levine. Mr.
Pignatelli resigned for personal reasons from his position as
President, Chief Executive Officer and Director of the Company
and the Bank effective February 29, 1996. Mr. Pollack joined
the Company and the Bank in the position of President and Chief
Executive Officer and Director on April 8, 1996. All of the
current members have been nominated for reelection at the Annual
Meeting. Biographies of all nominees are provided under
"Proposal 1 - Election of Directors."
Committees of the Company. The Compensation Committee of the
Company consisted of Mr. Pignatelli or Pollack and four non-
officer directors: Messrs. Lenz (Chairman), Cuevas, Levine and
Dunlap. The Compensation Committee met three times during the
year. The Compensation Committee determines compensation for
the Company's executives and administers the Company's benefit
programs, including review of recommendations made by the Bank's
Board of Directors regarding stock option grants to executive
officers and employees of the Bank. During 1996, no officer of
the Company received any compensation for his or her performance
of duties as an officer of the Company.
The Board of Directors of the Bank. The Board of Directors of
the Bank met 12 times during 1996. The Board of Directors has
primary responsibility of the general management of the business
of the Bank. The Bank Board of Directors consisted of six
members: Messrs. Lenz (Chairman), Cuevas, Dunlap, Levine,
Pignatelli or Pollack and Nives.
Committees of the Bank. The Bank currently has five committees:
the Compensation Committee, the Audit Committee, the Loan
Committee, the Compliance Committee and the Investment
Committee.
The Compensation Committee consisted of the following five
members, with Mr. Pignatelli or Mr. Pollack being the only
officer or employee of the Bank: Messrs. Dunlap
(Chairman), Cuevas, Lenz, Levine Pignatelli or Pollack. The
Bank Compensation Committee met three times during 1996. The
Compensation Committee reviews the compensation and benefits of
Bank officers and employees and makes recommendations to the
full Board regarding the granting of stock options and bonuses
to all Bank officers and employees. Mr. Pignatelli and Mr.
Pollack did not participate or vote in connection with the
Committee's recommendation on their compensation or benefits.
The Audit Committee is composed of four members: Messrs.
Nives (Chairman), Cuevas, Levine and Dunlap. The Audit
Committee met three times during the 1996 fiscal year. The
Audit Committee reviews the annual report of the independent
auditors, the audit plan and audit reports of the internal audit
function, and reviews the adequacy of the accounting, financial
and operating controls.
The Loan Committee had six members and met 14 times during
1996. The members of the Bank's Loan Committee were Messrs.
Lenz (Chairman), Cuevas, Dunlap, Levine, Nives and Pignatelli or
Pollack. The Loan committee reviews new loan requests and loan
delinquencies and is responsible for all matters pertaining to
non-performing loans, insider loans, non-accruing loans and
charge-offs.
The Compliance Committee consisted of three members: Messrs.
Cuevas (Chairman), Dunlap and Pignatelli or Pollack. The
Compliance Committee of the Bank met three times in 1996. The
Compliance Committee reviews the Bank's adherence to federal and
state laws and regulations, including, but not limited to, the
Community Reinvestment Act ("CRA"). The Compliance Committee
also reviews the Bank's internal compliance program and status
reports on such compliance. The Bank's CRA Committee, which is
also chaired by Mr. Cuevas, is a subcommittee of the Bank's
Compliance Committee and met three times in 1996.
The Investment Committee of the Bank consisted of six members:
Messrs. Lenz (Chairman), Cuevas, Dunlap, Levine, Nives and
Pignatelli or Pollack. The Investment Committee met once during
1996. The Investment Committee reviews the Bank's investment
portfolio and investment strategies, and analyzes and proposes
changes to the Bank's investment policy.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The average attendance at Board of Director meetings of the
Company and the Bank during 1996 was approximately 85 percent.
During 1996, each incumbent director of the Company and the
Bank, with the exception of Bank Director Nives, attended at
least 75 percent of the aggregate of (i) the total number of
Board meetings of the Company and the Bank and (ii) the total
numbers of meetings held by all Committees of the Company and
the Bank on which he or she served . Mr. Nives attended 58% of
the total number of Board meetings of the Bank and (ii) 66% of
the total numbers of meetings held by the committees on which he
served.
BOARD COMPENSATION
Members of the Board of Directors of the Company and the Bank,
other than those directors who are executive officers of the
Company or the Bank or directors with business affiliations with
the Company's principal shareholder,
receive $50 for attendance at each regular or special Board of
Directors' meeting and $50 for attendance at each Committee
meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors, executive
officers and ten percent shareholders to file with the
Securities and Exchange Commission certain reports regarding
such persons' ownership of Company securities. The Company is
obligated to disclose any failure to file such reports on a
timely basis. To the Company's knowledge, based solely on
review of the copies of reports furnished to the Company and
written representations that no other reports were required, all
filings required pursuant to Section 16(a) of the Exchange Act
applicable to the Company's executive officers, directors and
ten percent beneficial owners were complied with during 1996.
THE PRINCIPAL SHAREHOLDERS
OF THE COMPANY AND STOCK OWNED BY MANAGEMENT
The Company has only one class of Common Stock. The following
table shows, as of February 24, 1997 persons known to the
Company to be the beneficial owner of more than five percent of
the Common Stock. Due to the absence of a market price caused
by the delisting of the Company's Common Stock on June 22, 1995
from the NASDAQ Small Cap Market, in preparing the following
table, the Company has not assumed exercise of stock options and
conversion of securities of the Company or of the Bank which are
convertible into the Company's common Stock based on the
current market value of such stock. The table does not reflect
Mr. Lenz's exercise of the warrant granted to him in connection
with the 1994 recapitalization transaction or conversion of
shares of Series III Preferred Stock which stock is convertible
into shares of common, preferred or other capital instrument of
the Company or the Bank.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
Randolph W. Lenz 1,861,007 93%
612 Bedford Street
Stamford, CT 06901
As of the close of business on February 24, 1997, directors
and executive officers of the Company and the Bank as a group
(eight persons) owned beneficially, directly or indirectly,
1,861,127 shares of Company Common Stock, representing 93.1% of
the total outstanding shares of such series.
PROPOSAL 1
ELECTION OF DIRECTORS
Directors of the Company are elected for one-year terms and
thereafter until their successors are duly elected and
qualified. The five nominees nominated by the Company's Board
of Directors for election to the Company Board at the Annual
Meeting are identified in the table below. Unless a shareholder
either indicates "authority withheld" on such shareholder's
proxy or indicates on such shareholder's proxy that such
shareholder's shares should not be voted for certain nominees,
it is the intention of the persons named in the proxy to vote
the shares represented by each properly executed proxy for the
election as director all of the persons named in the table below
as nominees. All persons named herein as nominees for the Board
of Directors have consented to serve, and it is not contemplated
that any nominee will be unable to serve as a director.
However, if a nominee is unable to serve as a director, a
substitute
will be selected by the Company's Board of Directors and all
proxies eligible to be voted for the nominees will be voted for
such other person.
The table below sets forth the names and ages ( as of February
24, 1997) of the nominees for the Company's Board of Directors,
the other positions and offices presently held by each such
person with the Company and the Bank, the period during which
each such person has served on the Company Board, the expiration
of their respective terms, the principal occupation or
employment and certain directorships of each such person during
the past five years, and the number of shares of Company Common
Stock, Series I, II and III Preferred Stock and Company Capital
Notes that they beneficially owned as of February 24, 1997. All
such shares are directly owned by the individuals listed unless
otherwise stated in the footnotes following the table.
ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
Shares Beneficially
Owned
as of February 24, 1997
Expiration Number of Percent
Name and Age Director of Term If Business Experience Shares of Class
Since Elected
<S> <C> <C> <C> <C> <C>
Randolph W. Lenz, 50 1992 1998 Chairman of the Board of the
Company and the Bank (August
1992 - Present): Member,
Equity Merchant Banking
Corporation; Chairman of
the Board of Terex Corporation,
a New York Stock Exchange
manufacturing company,(1987
- August 1995). 1,813,507<F3> 95.2%
Marcial Cuevas, 53 1994 1998 Executive Director, Community
Action Agency of New Haven,
Inc., federally-funded anti-
poverty agency; Director of
the Bank (1990-Present). 80 --
Jack Wm. Dunlap, 72 1994 1998 Chairman, President and Chief
Executive Officer of Dunlap &
Associates, Inc. (retired),
human factors research, system
analysis and management
consulting company. 40 --
Steven Levine, MD, 39 1995 1998 Physician; Principal in Eye,
Nose, Throat & Facial Plastic
Surgery Associates, P.C. -- --
Dennis Pollack, 46 1996 1998 President,Chief Executive
Officer and Director of the
Company and ofthe Bank (April 1996
- Present): Regional Vice President,
Axiom Management Consulting, Inc.
(1995); Regional President and
Market Manager, First Fidelity Bank,
NA New York (1994);President,
Chief Executive Officer and
Director, Savings Bank of Rockland
County, NY (1988-1994). -- --
<FN>
<F1> In each instance in which dates are not provided in
connection with a director's experience, such director has
held the positions indicated for at least the past five
years.
<F2> There were 1,961,761 shares of Common Stock, 28,905
shares of Series I Preferred Stock, 50,000 shares of Series
II Preferred Stock, 979 shares of Series III Preferred Stock
and $1,090,000 in principal amount of mandatory convertible
Capital Notes outstanding as of February 24, 1997.
<F3> Mr. Lenz owns 23,750 shares of Series I Preferred
Stock, representing 82.17% of the outstanding shares of
such series, 50,000 shares of Series II Preferred Stock,
representing 100% of such series, and 856 shares of Series
III Preferred Stock, representing 87.44% of such series.
Mr. Lenz also owns $50,000 of principal amount of Company
Capital notes, representing 4.6% of the outstanding
Company Capital Notes. The 1,813,507 shares of Common
Stock shown as being beneficially owned by Mr. Lenz do not
include the 47,500 shares of Common Stock issuable upon
conversion of the Series I Preferred Stock, the shares of
Common Stock which could be issuable upon conversion of
the $50,000 principal amount of Company Capital notes, the
shares of Common Stock which could be issuable to Mr. Lenz
upon conversion of his 856 shares of Series III Preferred
Stock into Common Stock or shares of Common Stock issuable
upon exercise of the Warrant
</FN>
</TABLE>
EXECUTIVE OFFICERS
OF THE COMPANY AND THE BANK
<TABLE>
The following table sets forth as of February 24, 1997,
the names of executive officers of the Company or the Bank
with major policy-making functions (other than those persons
named hereinabove who are currently or are nominated to be
directors of the Company), their ages, all positions held
with the Company or the Bank and their principal occupations
for the last five years.
There are no family relationships between the executive officers of
the Company or the Bank. The terms of office of executive officers of
the Company and the Bank extend until the respective annual
organizational meeting of the Board of Directors.
<CAPTION>
Name and Age Position with the Principal Occupation
Company or the Bank For Past Five Years
<S> <C> <C>
J. Donald Weand, Jr.50 Senior VicePresident - Chief Senior Vice President of the Bank
Lending Officer of the Bank (August 1996 - Present); Senior Vice
President,Chief Lending Officer,
Pawling Savings Bank (1991-1996)
Barbara Van Bergen, 36 Senior Vice President - Chief Senior Vice President of the Company
Financial Officer of the and the Bank (June 1996 - Present);
Company and the Bank Chief Accounting Officer
of the Company and Vice President
of Finance of the Bank (October 1994
- June 1996). Audit Manager, BDO Seidman
(1994): Vice President, Reliance
Bank (1992-1993)
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The Summary compensation table below sets forth for the
past three fiscal years of the Company's or the Bank's
Chief Executive Officer and its executive officers with
1996 earned qualifying compensation in excess of $100,000
(the "Named Officers"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation <F1>
Options All Other
Name and PrincipalPosition Year Salary Bonus Granted Compensation
<S> <C> <C> <C> <C> <C>
Dennis Pollack, President and 1996 $112,907 $0<F4> 98,088 $0
Chief Executive Officer of <F5>
the Company and the Bank<F2>
Charles Pignatelli, President
and Chief Executive Officer of
the Company and the Bank <F3> 1996 $112,661 $80,000 $0
1995 $153,905 $65,000 $0
1994 $138,462 $0 100,615 $0
<FN>
<F1> During the periods covered, no Named Officer received
perquisites (i.e., personal benefits) in excess of the
lesser of $50,000 or 10% of such individual's reported
salary and bonus.
<F2> Mr. Pollack joined the Company and the Bank in April
1996 as President and Chief Executive Officer.
<F3> Mr. Pignatelli served as President and Chief Executive
Officer of the Bank from November 1993 to February 1996
and as President and Chief Executive Officer of the
Company from April 1994 to February 1996.
<F4> Under the terms of Mr. Pollack's employment agreement
with the Bank, Mr. Pollack received in 1997 additional
incentive compensation of $60,000 based, in part, on the
Bank's achievement of specified operating results during
1996.
<F5> In January 1997, Mr. Pollack was granted 40,000 options
under the Company's 1994 Incentive Plan.
</FN>
</TABLE>
OPTION GRANTS IN 1996
No Options were granted under the Company's Stock Plan or
Incentive Stock Plan in 1996. In January of 1997, 85,000
options were granted to Named Officers and employees under
the Incentive Stock Plan.
Under the terms of an Option Agreement, by and between
the Company and Dennis Pollack, the Company granted Mr.
Pollack options to acquire shares of the Company Common
Stock, which options vest over a four year period. Mr.
Pollack is the only Named Officer granted stock options in
1996.
<TABLE>
The table below summarizes information pertaining to
stock options granted to the Named Executive Officers listed
in the Summary Compensation Table.
<CAPTION>
Individual Grants Potential Realizable Value
at Assumed Annual Rates of Stock
Number of Securities Appreciation for Option Period ($)
Underlying Total Options Exercise
Options Granted to Price Expiration
Name Granted(#) Employees<F2> ($/share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Dennis Pollack 24,522 24,522 .05 3/31/2007 871 2,272
24,522 24,522 .05 3/31/2008 976 2,622
24,522 24,522 .05 3/31/2009 1,086 3,007
24,522 24,522 .05 3/31/2010 1,201 3,430
Charles Pignatelli<F1>
20,125 20,125 .10 11/22/2004 1,266 3,207
20,125 20,125 .10 11/22/2005 1,429 3,729
<FN>
<F1> Due to Mr. Pignatelli's cessation of employment, Common
Stock Options granted in 1994 which represent 3% of the
outstanding stock of the Company have been revoked.
<F2> Mr. Pollack received, in the aggregate, 100% of
the total options granted to employees in 1996.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES
IN 1996 AND YEAR-END OPTION VALUES
<TABLE>
The table below summarizes options exercised during 1996
and year-end option values of the named Officers listed in
the Summary Compensation Table.
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised Options the-Money Options at
at Year-end (#) Year End ($)
Name Shares Acquired Value
on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Dennis Pollack ---- ---- ----/98,090 ----
Charles Pignatelli ---- ---- 40,250/---- ----
</TABLE>
PERFORMANCE PRESENTATION
PERFORMANCE GRAPH
The following graph and table depict the performance of
the Company's Common Stock compared with the NASDAQ Stock
market (U.S.) and NASDAQ Bank Stocks over the preceding
fiveyear period. The graph was prepared by the Company
based upon data provided to the Company by the NASDAQ Stock
Market which information is believed by the Company to be
reliable. The graph and data assume reinvestment of all
dividends.
The stock price performance shown on the graph is not
necessarily an indication of future price performance.
(DESCRIPTION OF GRAPHICAL MATERIAL)
Located herein in the Company's paper format copy of
this document is a line graph titles:
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
CBC Bancorp, Inc., NASDAQ Stock Market, NASDAQ Bank Stocks
(Performance results through 12/31/96)
The vertical axis of the line graph is scaled from $0.00
at the origin extending upwards to $350.00, marked in
increments of $50.00. The horizontal axis begins with
the year 1991 at the origin extending to the right
through the year 1996, marked in one year increments. The
value of an assumed initial investment of $100 in the
Company's Common Stock, in the NASDAQ Stock market, and
in the Peer Group (i.e., NASDAQ Banking Index) is
listed below:
1991 1992 1993 1994 1995 1996
CBC Bancorp, Inc. 100.00 133.33 50.67 100.00 16.80 0
NASDAQ Stock Market100.00 116.38 133.59 130.59 184.67 227.16
NASDAQ Banking Index100.00 145.55 65.99 165.38 246.32 325.60
Assumes $100 invested at the close of trading on the last
trading day preceding the first day of the fifth fiscal
year in Common Stock, NASDAQ Stock Market and NASDAQ
Banking Stocks.
*Cumulative total return assumes reinvestment of dividends
Source: The NASDAQ Stock Market
STOCK OPTIONS
Options to acquire Company Common Stock are outstanding
under two incentive stock option plans: the Company
Incentive Stock Option Plan ("Company's Old Stock Plan")
and the Company Long-Term Incentive Plan (" Incentive
Plan"). In addition, the Company has entered into stock
option agreements with Mr. Pignatelli, its former
President and Chief Executive Officer and Mr. Pollack,
the President and Chief Executive Officer of the Company
and Bank. The Company's Old Stock Plan, the Incentive Plan
and the Stock Option Agreements are each discussed
separately below.
Company's Old Stock Plan. Under the Company's Old Stock
Plan options may be granted to purchase the Company's
Common Stock. One Hundred ten thousand shares of such
Common Stock are allocated to the Company's Old Stock
Plan. Employees of the Company and employees of any
present or future subsidiary of the Company are eligible
to be granted options. As of December 31, 1996, the Bank
had 35 full and part-time employees. The selection of
employees to be granted options and the quantity of
options granted is in the discretion of the Company's
Compensation Committee. The option price must be 100
percent of fair market value of the Company's Common Stock
at the time of grant of an option, except that for a
holder of more than ten percent of the Company's Common
Stock the option price must be 110 percent of the fair
market value of the Company's Common Stock at the time of
the grant of an option. Payment in cash is required for
exercise of an option. As determined by the Compensation
Committee, options may be exercisable for up to ten years
from the date of the grant, or up to five years for
holders of more than ten percent of the Common Stock of
the Company who receive the options. The Compensation
Committee may include other conditions on exercise of an
option, such as a minimum period of service with the
Company before the option may be exercised or a percentage
or dollar limit on how much of an option may be used in
any period. The Company's Old Stock Plan expires on April
15, 1997.
In November 1990, the Board of Directors approved a
program to cancel all outstanding options (the "Original
Options") and to issue in exchange, on a one-for-one
ratio, new options (the "New Options") at an exercise
price of $2.50 per share, which was the fair market value
of the Company's Common Stock on the date of issuance.
The new Options expire in November of 2000. The Original
Options were exercisable at various prices, all exceeding
$2.50 per share. As a consequence of the one-for-five
reverse stock split of the company in 1994, the exercise
price of the New Options is now $12.50 per share. As of
December 31, 1996, there were 660 options outstanding
under the Company's Old Stock Plan (adjusted to reflect
the one-for-one reverse stock split). No stock options
were granted under the Company's Old Stock Plan during
1996. The Company does not intend to issue any further
stock options under the Old Stock Plan. All future stock
options will be granted pursuant to the Company's
Incentive Plan.
Incentive Plan. In December 1994, the Directors of the
Company adopted the Company's Incentive Plan subject to
shareholder approval. The Company's shareholders approved
the Company's Incentive Plan on June 29, 1995 at the 1995
Annual Meeting of Shareholders. The Incentive Plan
provides that the total number of shares with respect to
which options may be granted thereunder is 250,000 shares
of Company Common Stock. The total number of shares which
may be optioned is subject to adjustment in the event of a
stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other
similar corporate change (including the exercise of
warrants
and the conversion of any equity or debt security of the
Company convertible into shares of Company Common Stock).
The number of shares and the prices per share applicable
to the options then outstanding and in the number of
shares which are issuable under the Incentive plan shall
be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock. The
Incentive Plan provides for the granting of options to
purchase the Company's Common Stock at not less than the
market price of a share of Common Stock on the trading day
immediately
preceding the date of grant. If the participant in the
Incentive Plan to whom an Incentive Stock Option ("ISO")
is granted owns at the time of the grant more than 10% of
the issued and outstanding shares of Common Stock, the
option price shall not be less than 110% of the market
price on the trading date immediately preceding the date
of grant and the term of the ISO shall not exceed five
years from the date of grant. No option granted under the
Incentive Plan may be outstanding for more than ten years
after its grant. Upon exercise of an option, the holder
must make payment in full of the exercise price on or
within ten business days after the date of exercise. Such
payment may be made in cash, by certified check or money
order, in whole shares of Common Stock owned by the
participant prior to exercising the options, or in a
combination of cash and such shares of Common Stock or on
such terms and conditions as the committee determines.
The value of the Common Stock is the market price of the
Common Stock on the date the option is exercised. An
option is only exercisable by a participant while the
participant is in active employment with the Company or
the Bank, except (i) in the case of the participant's
death or disability, at any time during the 36 month
period following the participant's death or disability;
(ii) during a six month period commencing on the date of a
participant's termination of employment for other than
cause; (iii) during the three year period commencing on
the date of the participant's termination of employment by
the participant or the Company or the Bank, as the case
may be, after a change in control of the Company unless
such termination is for cause; or (iv) if the Committee
decides that it is in the best interest of the Company or
the Bank to permit individual exceptions. An option may
not be exercised after it has expired. In the event a
participant is terminated for cause, the option will
terminate on the date the holder ceases to be employed by
the Company or the Bank. The Board of Directors of the
Company may suspend, terminate or amend the Incentive Plan
at any time, except that without shareholder approval it
may not increase the number of shares of Common Stock that
may be optioned under the Incentive Plan or amend any
provision, with respect to officers of the Company or the
Bank, which materially modifies the eligibility
requirements, materially increases the benefits or
materially increases the number of shares issuable. No
suspension, termination or amendment of the Incentive Plan
shall affect the rights of participants under options
granted prior to any such event. As of February 24, 1997,
85,000 options have been granted under the Company's
Incentive Plan.
Under current law, there will be no federal income tax
consequences to either the grantee or the Company on the
grant of non-incentive options or stock appreciation
rights ("SARs"). Upon exercise of non-incentive options
or SARs, the difference between the fair market value of
the Company's Common Stock at the date of exercise and the
exercise price is taxed at ordinary income rates. The
exercise on non-incentive options or SARs will result in a
tax deduction to the Company, measured by such difference.
However, grantees who are subject to certain federal
securities laws restrictions will, unless they elect
otherwise, generally not recognize ordinary income until
such restrictions lapse. The fair market value of the
Company's Common Stock on the date of exercise becomes the
tax basis in the hands of the grantee of shares acquired
upon such exercise.
Under the Internal Revenue Code of 1986, as amended
("Internal Revenue Code"), there are no federal income tax
consequences to the employee or the Company upon a grant
or exercise of an incentive stock option, except that the
difference between the option price and the fair market
value of the common stock at the exercise of the option
will be included in the employee's alternative minimum
taxable income. If the employee does not dispose of the
stock within two years from the grant date of the
incentive stock option and holds the stock after exercise
for at least one year, the employee will be taxed at long-
term capital gain rates upon the sale of the stock and the
Company will be entitled to a tax deduction in connection
with the sale. If the employee does not meet these
holding period requirements, the employee's gain upon
disposing of the stock will be taxed as ordinary income to
the extent of the excess of the fair market value of the
shares on the date of exercise over the option price. The
balance of the amount received, if any, will be short-term
or long term capital gain depending on how long the shares
were held by the employee. The Company will be allowed a
tax deduction in the amount of the grantee's ordinary
income as a result of the disposition.
Except for the compensatory stock options granted to the
Company's and the Bank's President and Chief Executive
Officer, no stock options were granted to Named Officers
or to any other executive officer of the Company or the
Bank during the year ended December 31, 1996. In
addition, none of the Named Officers exercised any stock
options during 1996. In January 1997, 85,000 options were
granted to Named Officers and other officers under the
Company's Incentive Plan. Other than the shares
exercisable by Mr. Pignatelli under the terms of the 1994
Stock Option Agreement, no stock options held by Named
Officers of the Company or the Bank at December 31, 1996
are exercisable.
The 1994 Stock Option Agreement. On December 13, 1994,
the Company entered into a stock option agreement with Mr.
Charles Pignatelli, former President and Chief Executive
officer of the Company and the Bank. Under the agreement,
the Company granted to Mr. Pignatelli an option to
purchase in the aggregate such number of shares of Company
Common Stock as shall represent 5 percent of the issued
and outstanding shares of Common Stock at the time of
exercise at a price of $1.25 per share and amended to
$0.10 per share as of January 18, 1996 (the market price
of the Company Common Stock on the date of grant). The
number of shares of Common Stock that may be received upon
exercise of the option is subject to further adjustment in
the event of a recapitalization, stock dividend or split,
or any similar transaction effecting the number of issued
and outstanding shares of Company Common Stock. The
option vests and is exercisable by Mr. Pignatelli at the
rate of one percent of the issued and outstanding shares
of Common Stock for each full year of employment. As the
result of Mr. Pignatelli's
cessation of employment in February 1996, the remaining 3%
of Common Stock outstanding and issuable under the option
granted to Mr. Pignatelli has been revoked under the terms
of the option agreement. As of February 24, 1997, the
40,250 shares of Common Stock options are fully vested and
expires as follows: 20,125 expire November 22, 2004 and
20,125 expire November 22, 2005. None of these option
shares were in the money as of February 24, 1997. As of
that date, the Company's Common Stock was not trading on
an exchange.
The 1996 Stock Option Agreement. On July 23,1996, the
Company entered into a stock option agreement with Mr.
Dennis Pollack, President and Chief Executive Officer of
the Company and the Bank. Under the agreement, the
Company granted to Mr. Pollack an option to purchase in
the aggregate such number of shares of Company Common
Stock as shall represent 5 percent of the issued and
outstanding shares of Common Stock at the time of exercise
at a price of $.05 per share (the market price of the
Company Common Sock on the date of grant). The number of
shares of Common Stock that may be received upon exercise
of the option is subject to further adjustment in the
event of a recapitalization, stock dividend or split, or
any similar transaction effecting the number of issued and
outstanding shares of Company Common Stock. The option
vests and is exercisable by Mr. Pollack at the rate of one
and a quarter percent (1.25%) of the issued and
outstanding shares of Common Stock for each full year of
employment. As of February 24, 1997, none of Mr.
Pollack's options are fully vested.
DESCRIPTION OF OTHER EMPLOYEE BENEFIT PLANS
401(k) Savings Plan. The Bank has a savings plan
("Savings Plan") for eligible employees that is intended
to meet the applicable qualification requirements for a
cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code. The Savings Plan became effective
June 9, 1988 for the officers and employees of the Company
and the Bank. Due to the absence of paid employees at the
Company, the Savings Plan does not currently include the
Company or its officers and employees. Employees and
officers of the Bank who attain the age of 21 and
complete a specified period of employment with the Bank
are eligible to participate in the Savings Plan. During
1992, the Savings Plan was amended to allow Bank officers
and employees to participate commencing 30 days after
the date employment. In February 1993, the Savings Plan
was amended whereby new participants vest over a two year
period. In November 1994, the Savings Plan was again
amended this time to provide for vesting over a six year
period. Prior to one year's employment, contributions are
not matched by the Bank but employees may contribute to
the Savings Plan after 90 days of employment. During 1996
and 1994, the Bank contributed approximately $22,500 and
$58,100, respectively, to the Savings Plan.
Participants in Savings Plan who are employed by the
Bank on March 1, 1997 are fully vested in all
contributions and earnings thereon. Commencing March,
1997, matching contributions of new participants became
fully vested after four years of employment with the Bank.
Upon termination of employment, a participant in the
Savings Plan will be entitled to all the pre-tax
contributions and any rollover contributions made by the
participant and matching contributions made by the Bank on
the behalf of the
participant (to the extent that the matching contributions
have vested), all as adjusted for earnings and losses. If
a participants dies before receiving benefits from the
Savings Plan, the benefits will be distributed to the
participant's beneficiary. Participants may also elect to
withdraw amounts from the Savings Plan attributable to pre-
tax or rollover contributions upon attainment of age 59 1/2
or due to certain hardship events.
Eligible employees may elect to contribute to the
Savings Plan on a pre-tax basis up to 6% of their
compensation (as defined in the Savings Plan) subject to
certain dollar limitations set by the Internal Revenue
Service each calendar year. The Bank had made matching
contributions equal to 50% of the amount an employee
elected to contribute on an annual basis to the Savings
Plan, subject to various limits set forth in the Savings
Plan during 1994. In 1995, the Plan was amended to leave
employer matching to the discretion of the Board of
Directors. During 1995 contributions were not matched by
the Company. Employer matching was reinstated in August
1996.
Bonus Plan. The Company and the Bank each has a Bonus
Plan for their respective full and part-time employees
which may provide them with additional compensation based
upon performance. Pursuant to such Bonus Plan, each year
the Compensation Committee of the Company and the Bank
each decide whether to authorize bonuses. As indicated in
the Summary Compensation Table, no bonuses were paid to
Named Officers or to any other executive officer of the
Company or of the Bank for 1996. The Bank did not pay any
performance awards to the Bank's executive officers during
1996. In the first quarter of 1997, the Bank did pay
discretionary performance awards to selected executive
officers.
EMPLOYMENT AGREEMENTS
In July 1996, the Bank entered into an employment
agreement with Dennis Pollack, the President and Chief
Executive Officer of the Company and the Bank. The
agreement provides for periodic increases in salary. The
agreement also provides for the payment to Mr. Pollack, on
an annual basis, additional compensation based on the
Bank's achievement of certain operational benchmarks set
forth in the agreement. The agreement terminates on
December 31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The Compensation Committee of the Board of Directors
during fiscal year 1996 consisted of Randolf W. Lenz,
Marcial Cuevas, Jack Dunlap and Dennis Pollack . Except
for Mr. Pollack who was the President and Chief Executive
Officer of the Company and the Bank, there are no
compensation interlocks or insider participation with
respect to such individuals. Mr. Pollack did not
participate in any Compensation Committee discussions
concerning his compensation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To the Board of Directors of the Company:
Decisions on compensation of the Company's executive
officers generally are made by the Company's Compensation
Committee (the "Committee"). Each member of the Committee
(other than Mr. Pollack) is a non-employee director. All
substantive decisions by the Committee relating to the
compensation of the Company's executive officers are
reviewed by the full Board of Directors, except for
certain stock option decisions which must be made solely
by the Committee in order to satisfy certain regulations
of the Securities and Exchange Commission. Pursuant to
Securities Exchange Commission rules designed to enhance
disclosure of corporate policies regarding executive
compensation, the Company has set forth below a report
submitted by the Committee addressing the Company's
compensation policies for 1996 as they affected senior
executive officers of the Company and the Bank. The
compensation policies set forth have been followed by the
Compensation Committee and the Board of Directors of the
Bank during 1996.
The goals of the Company's compensation policies for
senior executive officers are threefold:
(i) to provide a competitive compensation structure vis-a
vis other Connecticut based community banks so as to
assure that the Company attracts and retains
qualified personnel while at the same time
contributing to shareholder value;
(ii) to provide an equitable compensation structure among
the Company's senior executive officers so as to
assure that personnel are treated fairly and that
morale is maintained at a high level; and
(iii) to provide appropriate incentives to encourage
senior management to exceed established business
objectives.
There are three principal elements of the Company's
executive compensation, each of which is related to
employee and corporate performance. These elements are
the executive`s base salary, the bonus or additional
performancebased compensation achievable pursuant to the
Bank's performance award program or the Company's Bonus
Plan, and stock options under 1994 CBC Bancorp, Inc. Long-
Term Incentive Plan (the "Incentive Plan").
The base salary and other compensation for Mr. Pollack
was determined in light of his experience and the amount
deemed necessary to attract and to retain this individual.
Mr. Pollack joined the Company and the Bank in April 1996.
Mr. Pollack's salary and other compensation were
determined based on the Compensation Committee's desire to
remain competitive with the compensation packages of other
financial institutions and to provide financial incentives
based on achievement of specific financial and operational
benchmarks. Under the terms of the employment agreement,
Mr. Pollack received $60,000 in incentive compensation
based on the Bank's achievement of certain defined
operational results in 1996. This amount was paid in
1997. Mr. Pollack also received options for 98,088 shares
of Common Stock in 1996. The options represent 5 percent
of the issued and outstanding shares of stock at the time
of the grant and vest at a rate of 24,522 (1.25%) per year
of service. In January 1997, Mr. Pollack received options
for 40,000 shares under the Company's Incentive Plan. The
Compensation Committee believes that the operational
benchmarks set forth
in the employment agreement provide Mr. Pollack and the
Committee with objective criteria against which to measure
future performance.
In light of the improved financial results, the Company
and the Bank awarded individual achievement awards to
select executive officers during 1996.
The salary and other compensation for the Company's and
the Bank's other executive officers,
J. Donald Weand, Jr., and Barbara H. Van Bergen, were
determined utilizing the same compensation goals and
criteria as discussed in this Committee Report with
respect to Mr. Pollack.
In summary, given the performance of the Company and the
Bank during 1996, the Committee believes that the
compensation paid to the senior executive officers of the
Company and the Bank under the Company's various plans
reached the appropriate balance between preservation of
shareholders' equity and the establishment of proper
performance incentives.
Respectfully
submitted,
Randolph W. Lenz
(Chairman)
Marcial Cuevas
Jack Wm. Dunlap
March 17, 1997
CERTAIN TRANSACTIONS
Directors and officers of the Company and their
associates (including related business entities) were
customers of and had transactions with the Bank in the
ordinary course of business during the three years ended
December 31, 1996 These transactions were made on
substantially the same terms as those prevailing for
comparable transactions with other bank customers.
Similar transactions may be expected to take place with
the Bank in the future, except with respect to Bank loans.
In October 1992, the Bank's Board of Directors instituted
a formal policy prohibiting Bank loans to the Bank's
directors, officers and their associates, unless, in the
case of a mortgage loan, the Bank has a binding takeout
commitment by a third party lender prior to
funding, or the loan or
extension of credit is fully secured by cash on deposit at
the Bank or other acceptable marketable collateral. This
policy was formally extended to include the Company's
directors, officers and their associates in March of 1993.
Outstanding loans and commitments made by the Bank in
transactions with the Company's and the Bank's directors,
officers and their associates were made on substantially
the same terms, including interest rates and collateral,
as those prevailing at the time for comparable
transactions with other persons and did not involve more
than a normal risk of collectibility or present other
unfavorable features.
A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS OF THE
COMPANY AT THE ANNUAL MEETING IS REQUIRED TO ELECT THE
NOMINEES FOR DIRECTOR. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE
NOMINEES FOR DIRECTOR.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN
AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997
The Board of Directors of the Company has selected BDO
Seidman, independent certified public accountants, to be
the Company's auditors for the fiscal year ending December
31, 1997, subject to ratification by the Company's
shareholders. BDO Seidman performed the audit of the books
and records of the Company and the Bank for the fiscal
years ending December 31, 1993, 1994, 1995, and 1996. A
representative of BDO Seidman is expected to be present at
the Annual Meeting and will have an opportunity to make a
statement if he or she so desires. The representative is
expected to be available to respond to appropriate
questions from shareholders.
A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS OF THE
COMPANY AT THE ANNUAL MEETING IS REQUIRED TO RATIFY THE
APPOINTMENT OF THE ACCOUNTANTS. THE BOARD OF DIRECTORS OF
THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF BDO
SEIDMAN AS INDEPENDENT ACCOUNTANTS.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented by any shareholder
of the Company for action at the 1998 Annual Meeting of
Shareholders of the Company must be received by the
Secretary of the Company at 612 Bedford Street, Stamford,
Connecticut 06901, not later than December 15, 1996, in
order for the proposal to be considered for inclusion in
the Company's proxy statement and form of proxy relating
to the 1997 Annual Meeting. Nothing in this paragraph
shall be deemed to require the Company to include in its
proxy statement and proxy relating to the 1998 Annual
Meeting any shareholder proposal which does not meet all
of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time
such proposal is received.
OTHER MATTERS
At the time of preparation of this Proxy Statement, the
Board of Directors of the Company knew of no matter to be
presented for action at the Annual Meeting other than as
set forth in the Notice of Annual Meeting of Shareholders
and described in this Proxy Statement. If any other
matters properly come before the Annual Meeting, the
proxies have discretionary authority to vote their shares
according to their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
The Company is required to file an Annual Report for its
fiscal year ended December 31, 1996 on Form10-K with the
Securities and Exchange Commission, and information
required by Form 10-K (excluding exhibits) is included as
part of the Company's Annual Report to Shareholders for
the year ended December 31, 1996. A copy of the Annual
Report to
Shareholders accompanies this Proxy Statement. Any
beneficial owner of the Company's securities who does not
receive a copy of the Annual Report to Shareholders will
be furnished one upon written request directed to the
Company at its main office.
By order of the Board of
Directors
Randolph w. Lenz
Chairman of the Board
Stamford, Connecticut
March 17, 1997
PROXY CBC BANCORP, INC. PROXY
1997 ANNUAL MEETING OF SHAREHOLDERS - APRIL 17, 1997
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of CBC BANCORP, INC. (the"Company")
hereby appoints Kellie Vazzano and Barbara Van Bergen and each of them the
proxies of the undersigned with full power of substitution to vote at
the Annual Meeting (the"Annual Meeting") of Shareholders of the Company
to be held at the office of the Company's subsidiary, Connecticut Bank
of Commerce, 612 Bedford Street, Stamford, Connecticut, at 3:00 p.m. on
Thursday, April 17, 1997, and at any adjournment or adjournments thereof,
with all the power that the undersigned would have if personally present,
hereby revoking any proxy heretofore given. A majority of said proxies or
their substitutes who attend the Annual Meeting (or if only one shall be
present, then that one) may exercise all of the powers hereby granted. The
undersigned hereby acknowledges receipt of the proxy statement for the
Annual Meeting and instructs the proxies to vote.
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
1. Election of the nominees for directors: Randolph W. Lenz,
Marcial Cuevas, Jack Wm. Dunlap, Dennis Pollack and Steven Levine.
/ / FOR All Nominees
/ / WITHHOLD AUTHORITY to vote for all nominees listed above
/ / WITHHOLD AUTHORITY to vote for the following only:
(INSTRUCTION: To withhold authority for any individual, write the
individual's name on the space provided below.)
- --Turn Over--
(Please date and sign on reverse side)
2. Ratification of the appointement of BDO Seidman as independent
auditors for the fiscal year ending December 31, 1997.
FOR / / AGAINST / / ABSTAIN / /
3. With discretionary authority upon such other matters as may
properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
SET FORTH ABOVE AND FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE.
The undersigned plans to attend the Annual Meeting of the Company:
/ / YES / / NO
Dated:___________, 1997
Signature
Signature, if held jointly
Please sign exactly as your name appears on this proxy card. When
signing as attorney, executor, trustee or guardian, please give
your full title.
