<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pusuant to Section 140.14a-11(c) or Section 240.14a-12
Warren Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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<PAGE> 2
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing:
(1) Amount Previously Paid:
-------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE> 3
WARREN BANCORP, INC.
10 Main Street, Peabody, Massachusetts 01960
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Warren Bancorp, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders of
Warren Bancorp, Inc. (the "Annual Meeting") will be held at the King's Grant
Inn, Route 128, Danvers, Massachusetts, on Wednesday, May 7, 1997, at 10:00
A.M., local time, for the purpose of considering and voting upon the following
matters:
1. Election of four Directors, each to serve for a three-year term until
the 2000 Annual Meeting of stockholders;
2. Such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 10, 1997 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournments thereof. Only holders of common
stock at the record date will be entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof.
By the order of the Board of Directors
Susan G. Ouellette, Clerk
Peabody, Massachusetts
March 31, 1997
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY 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 IN PERSON.
<PAGE> 4
WARREN BANCORP, INC.
10 Main Street, Peabody, Massachusetts 01960
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS - MAY 7, 1997
This Proxy Statement is furnished to stockholders of Warren Bancorp, Inc.
("Bancorp" or the "Corporation") in connection with the solicitation of proxies
by the Board of Directors of Bancorp for the Annual Meeting of Stockholders of
Bancorp (the "Annual Meeting") on Wednesday, May 7, 1997, and any adjournments
thereof.
Stockholders are requested to complete, date, sign and promptly return the
accompanying proxy card in the enclosed envelope. If the enclosed form of proxy
is properly executed and returned to Bancorp in time to be voted at the Annual
Meeting, the shares represented thereby will, unless such proxy has previously
been revoked, be voted in accordance with the instructions marked thereon.
Executed proxies with no instructions indicated thereon will be voted FOR the
election of the nominees for Directors named below. Distribution of the Proxy
Statement and the accompanying proxy materials commenced on or about April 1,
1997.
The presence of a stockholder at the Annual Meeting will not automatically
revoke that stockholder's proxy. A stockholder may, however, revoke a proxy at
any time prior to the voting thereof on any matter (without, however, affecting
any vote taken prior to such revocation) by filing with the Clerk of Bancorp a
written notice of revocation, by delivering to Bancorp a duly executed proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
All written notices of revocation and other communications with respect to
revocation of proxies in connection with the Annual Meeting should be addressed
as follows: Warren Bancorp, Inc., Post Office Box 6159, 10 Main Street, Peabody,
Massachusetts 01961-6159, attention: Shareholder Relations Department.
Bancorp's Annual Report to Stockholders for the year ended December 31,
1996, which includes Bancorp's Annual Report to the Securities and Exchange
Commission on Form 10-K (without exhibits), is being mailed to stockholders with
this Proxy Statement. The Annual Report to Stockholders is not part of the proxy
materials. Bancorp will provide without charge to each person receiving a copy
of this Proxy Statement a copy of the exhibits to its Annual Report on Form
10-K, upon written request. Request should be directed to Warren Bancorp, Inc.,
Post Office Box 6159, 10 Main Street, Peabody, Massachusetts 01961-6159,
attention: Shareholder Relations Department.
2
<PAGE> 5
VOTING SECURITIES
The Board of Directors has fixed the close of business on March 10, 1997 as
the record date (the "Record Date") for determining the stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournments thereof. On the
Record Date there were 3,685,587 shares of common stock of Bancorp outstanding.
As of the Record Date there were approximately 711 holders of record of Bancorp
common stock. All such shares carry voting rights and all stockholders are
entitled to cast one vote for each such share held of record at the close of
business on the Record Date upon each matter properly brought before the Annual
Meeting or any adjournment thereof. Holders of Bancorp common stock are not
entitled to cumulative voting in the election of directors. A majority of the
outstanding shares present in person or by proxy will constitute a quorum for
transaction of business at the Annual Meeting.
Shares with respect to which votes have been withheld from any director are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Shares abstaining from voting and broker non-votes will
be counted for purposes of determining whether a quorum is present at the Annual
Meeting for the transaction of business but will have no effect on the result of
the election of Directors.
3
<PAGE> 6
<TABLE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The table below sets forth, as of March 1, 1997, certain information about
persons known to Bancorp to own, directly or beneficially, more than five
percent of Bancorp's outstanding common stock.
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------- --------- --------
<S> <C> <C>
Dimensional Fund Advisors, Inc.................... 300,900 (1) 8.16%(3)
1299 Ocean Avenue
Suite 650
Santa Monica, California 90401
FMR Corp.......................................... 363,900 (2) 9.87%(3)
82 Devonshire Street
Boston, Massachusetts 02109
- ----------------------------------
(1) Based on information contained in Amendment No. 6 to a Schedule 13G filed
by them with the Securities and Exchange Commission (the "Commission") on
February 7, 1997, Dimensional Fund Advisors, Inc. ("Dimensional"), a
registered investment advisor, is deemed to have beneficial ownership of
300,900 shares of Warren Bancorp, Inc. stock as of December 31, 1996, all
of which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
(2) Based on information contained in Amendment No. 3 to a Schedule 13G filed
with the Commission on February 14, 1997 by FMR Corp. and certain
affiliated persons and entities, reporting beneficial ownership as of
December 31, 1996. This Schedule 13G indicates that Fidelity Management &
Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp. and
an investment advisor registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 363,900 shares of the
common stock outstanding of Warren Bancorp, Inc. as a result of acting as
an investment advisor to several investment companies registered under
Section 8 of the Investment Company Act of 1940.
(3) Percentages as reported are based on the number of shares issued and
outstanding at March 1, 1997.
</TABLE>
4
<PAGE> 7
<TABLE>
The following table shows as of March 1, 1997, the number of shares of
Bancorp's common stock owned beneficially by each nominee for director, each
director, each of the individuals named in the Summary Compensation Table, and
by all nominees, directors and executive officers of Bancorp as a group.
<CAPTION>
PERCENT
BENEFICIALLY OF CLASS
NAME OWNED (1) (IF OVER 1%)
- ---- --------- ------------
<S> <C> <C>
Peter V. Bent...................................... 8,600 (2)
Stephen J. Connolly, IV............................ 52,300 (3) 1.42%
Francis L. Conway.................................. 7,500 (4)
Paul J. Curtin..................................... 14,500 (5)
Leo C. Donahue, Jr................................. 47,498 (6) 1.28%
Robert R. Fanning, Jr.............................. 5,300 (7)
Arthur E. Holden................................... 12,200 (8)
Stephen R. Howe.................................... 20,100 (9)
John C. Jeffers.................................... 6,500 (10)
Stephen G. Kasnet.................................. 55,500 (11) 1.50%
Linda Lerner....................................... 4,500 (12)
Arthur E. McCarthy................................. 31,300 (13)
Arthur J. Pappathanasi............................. 7,700 (14)
Paul M. Peduto..................................... 52,756 (15) 1.42%
George W. Phillips................................. 120,623 (16) 3.27%
John R. Putney..................................... 46,108 (17) 1.24%
John D. Smidt...................................... 25,000 (18)
John H. Womack..................................... 5,500 (10)
All nominees, directors and
executive officers as a
group (18 persons)............................... 523,485 13.67%
<FN>
- ----------------------
(1) Beneficial ownership of common stock has been determined in accordance with
Rule 13d-3 under the Securities Act of 1934, as amended (the "1934 Act").
For purposes of this table a person is deemed to be the beneficial owner of
common stock if that person has or shares voting power or investment power
in respect of such common stock or has the right to acquire ownership
within 60 days of March 1, 1997. Accordingly, the amounts shown on the
table do not purport to represent beneficial ownership for any purpose
other than compliance with the reporting requirements of the 1934 Act.
Further, beneficial ownership as determined in this matter does not
necessarily bear on the economic incidence of ownership of common stock.
Voting power or investment power with respect to shares reflected on the
table is not shared with others except as otherwise indicated.
(2) Includes 2,100 shares held in a retirement trust for Mr. Bent. Also
includes 5,000 shares held in a residuary trust of which Mr. Bent is a
one-third beneficiary. Also includes options presently exercisable or
exercisable within 60 days to purchase 1,500 shares under the Warren
Bancorp, Inc. 1995 Incentive and Nonqualified Stock Option Plan.
(3) Shares owned in the name of Connolly Brothers, Inc., of which Mr. Connolly
is President and sole stockholder. Also includes options presently
exercisable or exercisable within 60 days to purchase 4,500 shares under
the Warren Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified Stock
Option Plans.
</TABLE>
5
<PAGE> 8
(4) Includes 1,500 shares as to which Mr. Conway shares voting and investment
power with his wife. Also includes options presently exercisable or
exercisable within 60 days to purchase 4,500 shares under the Warren
Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified Stock
Option Plans.
(5) Includes 7,000 shares as to which Mr. Curtin shares voting and investment
power with his wife; and includes 3,000 shares held in trust for the
pension plan of Mr. Curtin. Also includes options presently exercisable or
exercisable within 60 days to purchase 4,500 shares under the Warren
Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified Stock Option Plans.
(6) Voting and investment power is shared with his wife. Includes presently
exercisable or exercisable within 60 days options to purchase 36,580 shares
under the Warren Bancorp, Inc. 1986, 1991 and 1995 Incentive and
Nonqualified Stock Option Plans. Also includes 2,098 shares allocated to
the account of Mr. Donahue under the Bank's 401(k) Savings Plan.
(7) Voting and investment power is shared with his wife. Includes options
presently exercisable or exercisable within 60 days to purchase 600 shares
under the Warren Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified
Stock Option Plans.
(8) Includes 10,700 shares as to which Mr. Holden shares voting and investment
power with his wife. Also, includes options presently exercisable or
exercisable within 60 days to purchase 1,500 shares under the Warren
Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified Stock Option Plans.
(9) Includes options presently exercisable or exercisable within 60 days to
purchase 1,400 shares under the Warren Bancorp, Inc. 1986 and 1995
Incentive and Nonqualified Stock Option Plans.
(10) Includes options presently exercisable or exercisable within 60 days to
purchase 4,500 shares under the Warren Bancorp, Inc. 1986 and 1995
Incentive and Nonqualified Stock Option Plans.
(11) Includes 40,000 shares as to which Mr. Kasnet shares voting rights with his
wife. Also includes 11,000 shares held in retirement trust for the benefit
of Mr. Kasnet. Also includes options presently exercisable or exercisable
within 60 days to purchase 4,500 shares under the Warren Bancorp, Inc. 1986
and 1995 Incentive and Nonqualified Stock Option Plans. Mr. Kasnet's
children own an additional 5,550 shares as to which he disclaims beneficial
ownership.
(12) Includes options presently exercisable or exercisable within 60 days to
purchase 1,500 shares under the Warren Bancorp, Inc. 1995 Incentive and
Nonqualified Stock Option Plan.
(13) Includes options presently exercisable or exercisable within 60 days to
purchase 4,500 shares under the Warren Bancorp, Inc. 1986 and 1995
Incentive and Nonqualified Stock Option Plans. Mr. McCarthy's wife owns an
additional 15,000 shares as to which he disclaims beneficial ownership.
(14) Includes 5,000 shares owned in the name of Richdale Dairy Stores, Inc., of
which Mr. Pappathanasi is President and Chief Executive Officer. Also
includes options presently exercisable or exercisable within 60 days to
purchase 1,500 shares under the Warren Bancorp, Inc. 1995 Incentive and
Nonqualified Stock Option Plan.
6
<PAGE> 9
(15) Includes 11,800 shares as to which Mr. Peduto shares voting and investment
power with his wife. Also includes options presently exercisable or
exercisable within 60 days to purchase 36,280 shares under the Warren
Bancorp, Inc. 1986, 1991 and 1995 Incentive and Nonqualified Stock Option
Plans. Also includes 2,476 shares allocated to the account of Mr. Peduto
under the Bank's 401(k) Savings Plan.
(16) Includes 623 shares allocated to the account of Mr. Phillips under the
Bank's 401(k) Savings Plan.
(17) Includes 3,200 shares held in retirement trust for the benefit of Mr.
Putney. Also includes presently exercisable options to purchase 31,580
shares under the Warren Bancorp, Inc. 1986, 1991 and 1995 Incentive and
Nonqualified Stock Option Plans. Also includes 1,328 shares allocated to
the account of Mr. Putney under the Bank's 401(k) Savings Plan.
(18) Includes 18,000 shares as to which Mr. Smidt shares voting and investment
power with his wife. Also includes 6,100 shares held in retirement trust
for the benefit of Mr. Smidt. Also includes options presently exercisable
or exercisable within 60 days to purchase 900 shares under the Warren
Bancorp, Inc. 1986 and 1995 Incentive and Nonqualified Stock Option Plans.
Mr. Smidt's wife owns an additional 500 shares in a retirement trust as to
which he disclaims beneficial ownership.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Bancorp's
executive officers and directors, and persons who own more than 10% of a
registered class of Bancorp's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC") and the
National Association of Securities Dealers, Inc. Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish Bancorp with
copies of all Section 16(a) reports they file. To Bancorp's knowledge, based
solely on review of the copies of such reports furnished to Bancorp and written
representations that no other reports were required during the fiscal year ended
December 31, 1996, all Section 16(a) filing requirements applicable to its
executive officers, directors, and greater than 10% beneficial owners were
satisfied, except for the following late filings: Mr. Holden filed one Form 4
reporting the exercise of 1,200 Warren Bancorp, Inc. options; Mr. McCarthy filed
four Form 4s involving four transactions reporting the purchase of an aggregate
of 7,000 shares of Warren Bancorp, Inc. stock in the name of his wife as to
which he disclaims beneficial ownership; Mr. Smidt filed two Form 4s involving
two transactions reporting the purchase of an aggregate of 500 shares of Warren
Bancorp, Inc. stock in 1993 registered in an IRA for Mr. Smidt's wife as to
which he disclaims beneficial ownership; and Mr. Womack filed one Form 4
reporting the sale of 4,000 shares of Warren Bancorp, Inc. stock.
7
<PAGE> 10
ELECTION OF A CLASS OF DIRECTORS
The Board of Directors of Bancorp presently consists of sixteen members and
is divided into three classes as nearly equal in number as possible. The term of
office of one class of Directors expires each year and their successors are
elected at each annual meeting of stockholders for a term of three years and
until their successors are duly elected and qualified.
At the Annual Meeting, four Directors will be elected to serve until the
2000 annual meeting and until their respective successors are duly elected and
qualified. The Board of Directors has nominated Stephen J. Connolly, IV, Robert
R. Fanning, Jr., John C. Jeffers and Paul M. Peduto for election as Directors to
serve until the 2000 annual meeting. Unless otherwise specified in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election of Messrs.
Connolly, Fanning, Jeffers and Peduto as Directors. Each of Messrs. Connolly,
Fanning, Jeffers and Peduto has agreed to stand for election and to serve if
elected as a Director. However, if any person nominated by the Board of
Directors fails to stand for election or is unable to accept election, the
proxies will be voted for the election of such other person as the Board of
Directors may recommend.
The affirmative vote of holders of a plurality of the shares of common
stock represented in person or by proxy at the Annual Meeting is necessary to
elect the nominees as Directors.
INFORMATION REGARDING NOMINEES AND DIRECTORS
<TABLE>
The following table sets forth, for each of the five nominees for election
as Directors at the Annual Meeting, the nominee's name, age as of March 1, 1997,
the nominee's principal occupation for at least the past five years and the year
in which the nominee was first elected as a Director of Bancorp, based on
information furnished by the nominee to Bancorp. Similar information is provided
for those Directors whose terms expire at the annual meetings of the
stockholders of Bancorp in 1998 and 1999.
NOMINEES
(TERMS TO EXPIRE IN 2000)
<CAPTION>
NAME AND PRINCIPAL OCCUPATION FOR DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS AGE SINCE (1)
- ------------------------------ --- -----------
<S> <C> <C>
Stephen J. Connolly, IV (4).................................................... 47 1989
President, Connolly Brothers, Inc. (building contractors) since prior to
1992
Robert R. Fanning, Jr.(2)(3)(4)................................................ 54 1988
President and Chief Executive Officer of Northeast Health Systems, Inc. since
1995; President and Chief Executive Officer of Cape Ann and Northeast Health
Systems, Inc., 1994 to 1995; President and Chief Executive Officer, Beverly
Hospital Corporation since prior to 1992; President and Chief Executive
Officer, Northeast Health Systems, prior to 1992 to 1994; Director Health Care
Property Investors since prior to 1992
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION FOR DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS AGE SINCE (1)
- ------------------------------ --- -----------
<S> <C> <C>
John C. Jeffers(3)............................................................. 66 1968
Vice President, Jeffers Millwork, since 1994. Mr. Jeffers was President
and Treasurer of Jeffers Lumber Corporation which filed for bankruptcy
on February 1, 1994.
Paul M. Peduto................................................................. 47 1988
Treasurer of Bancorp's wholly-owned subsidiary, Warren Five Cents Savings
Bank (the "Bank"), since 1992; Treasurer of Bancorp and
Executive Vice President and Chief Financial Officer of the Bank since
prior to 1992.
<CAPTION>
OTHER DIRECTORS
(TERMS TO EXPIRE IN 1998)
NAME AND PRINCIPAL OCCUPATION FOR DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS AGE SINCE (1)
- ------------------------------ --- -----------
Francis L. Conway(3)........................................................... 56 1978
President and Treasurer, F.L. Conway & Sons. (funeral home) since
prior to 1992.
Arthur E. Holden(2)(4)......................................................... 68 1978
President, Holden Oil., Inc. and Vice President, Holden Bottled Gas,
Inc. since prior to 1992.
Stephen G. Kasnet(2)(4)........................................................ 51 1983
Chairman of the Board of Bancorp and the Bank since prior to 1992;
President, Management Board, Pioneer Polish Real Estate Fund, 1997;
President, Pioneer Real Estate Advisors; Vice President, Pioneer Group,
(mutual fund complex, real estate investment management), 1995 to
present; Managing Director of First Winthrop Corporation and
Winthrop Financial Associates (real estate investment and
management), 1993 to 1995; Executive Vice President, First Winthrop
Corporation and Winthrop Financial Associates, 1992 to 1993; Director,
Bradley Real Estate Inc.; Trustee and Vice President, Pioneer Real
Estate Shares.
Linda Lerner(3)................................................................ 58 1995
Retired since 1995. President of Jilcraft, Inc. (business
communications) prior to 1992 to 1995.
Arthur J. Pappathanasi(3)...................................................... 58 1995
President and Chief Executive Officer of West Lynn Creamery, Inc. and
Richdale Dairy Stores, Inc. since prior to 1992.
George W. Phillips............................................................. 58 1991
President and Chief Executive Officer of Bancorp and the Bank since
prior to 1992.
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION FOR DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS AGE SINCE (1)
- ------------------------------ --- -----------
<S> <C> <C>
John H. Womack................................................................. 52 1989
President and Chief Executive Officer, JJS Services, Inc. (janitorial
services) since prior to 1992; President, Peabody Paper & Industrial
Supply since prior to 1992. Mr. Womack was President of Classical
Foods, Inc. which filed for bankruptcy on June 20, 1996.
<CAPTION>
OTHER DIRECTORS
(TERMS TO EXPIRE IN 1999)
NAME AND PRINCIPAL OCCUPATION FOR DIRECTOR
PAST FIVE YEARS; DIRECTORSHIPS AGE SINCE (1)
- ------------------------------ --- -----------
Peter V. Bent(3)............................................................... 53 1995
Owner/Manager Brown's Yacht Yard since prior to 1992.
Paul J. Curtin(2)(4)........................................................... 52 1976
Certified public accountant in private practice since prior to 1992.
Stephen R. Howe(3)............................................................. 61 1976
Certified public accountant in private practice since prior to 1992.
Arthur E. McCarthy(2)(4)....................................................... 61 1979
Vice President and Managing Director, Tucker Anthony, Inc.
(investment advisors) since prior to 1992; Director, Tucker Anthony,
Inc.
John D. Smidt.................................................................. 54 1989
President and Treasurer, John Smidt Co., Inc. (contract leather
finishing) since prior to 1992.
<FN>
- -------------------------------
(1) The year shown indicates the beginning of the period during which each of
the above-named persons has continuously served as a Director of Bancorp.
When used in this Proxy Statement, the term "Director" shall include
Directors of Bancorp who were Directors of the Bank prior to its
reorganization into holding company form in 1988 (the "Reorganization") and
Trustees of the Bank prior to the Bank's conversion to stock form of
organization in 1986.
(2) Member of the Executive Committee.
(3) Member of the Finance, Audit and Compliance Committee.
(4) Member of the Nominating Committee.
</TABLE>
10
<PAGE> 13
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors of Bancorp held 11 meetings during 1996. During 1996
each incumbent Director attended 75 percent or more of the total of all meetings
of the Board of Directors and the committees of the Board of Directors on which
each served during the period for which he served. There are the following
standing committees: an Executive Committee; a Finance, Audit and Compliance
Committee and a Nominating Committee. The Finance, Audit and Compliance
Committee and the Nominating Committee are described below. The Executive
Committee of the Bank, of which no employee Director is a member, is responsible
for all compensation matters.
FINANCE, AUDIT AND COMPLIANCE COMMITTEE. At December 31, 1996, the Finance,
Audit and Compliance Committee consisted of Peter V. Bent, Francis L. Conway,
Robert R. Fanning, Jr., Stephen R. Howe, Chairman, John C. Jeffers, Linda
Lerner, and Arthur J. Pappathanasi. The Finance, Audit and Compliance Committee
reviews and approves the adequacy of management reporting and financial and
accounting control systems, as well as monitoring compliance with state and
federal laws and regulations. The Committee also approves the selection of
independent auditors, reviews audit and compliance examinations and reports, and
approves and monitors appropriate action based upon these reports, and reviews
and advises with respect to material transactions with Directors or officers. In
addition, the Committee reviews and approves matters relating to financial
management and the capital markets. Meetings are held as necessary to accomplish
the objectives of the Committee, and in 1996 the Committee met twice.
NOMINATING COMMITTEE. At December 31, 1996, the Nominating Committee
consisted of Stephen J. Connolly, IV, Paul J. Curtin, Robert R. Fanning, Jr.,
Arthur E. Holden, Jr., Stephen G. Kasnet and Arthur E. McCarthy, Chairman. The
Nominating Committee met twice during 1996. The Nominating Committee selects
nominees for election as Directors; determines committee assignments and
recommends for Board approval the policy regarding directors' compensation.
Meetings are held as necessary to accomplish the objectives of the Nominating
Committee. The Nominating Committee will consider written recommendations from
any stockholder of record with respect to nominees for Directors of Bancorp.
Such nominations must be delivered to or mailed to and received by Bancorp at
its principal executive office no later than March 7, 1998 and no earlier than
December 8, 1997 to be considered at the 1998 annual meeting. To submit a
nomination, a stockholder should send the nominee's name and appropriate
supporting information as provided in Bancorp's By-Laws to Susan G. Ouellette,
Clerk, at Bancorp's principal executive office (see "Stockholder Proposals").
11
<PAGE> 14
EXECUTIVE OFFICERS
The following table sets forth, as of March 1, 1997, the names and ages of
all executive officers of Bancorp and its subsidiary, the Bank, the positions
and offices held by each of them with Bancorp and the Bank, the period during
which he has served as such, and the business experience of each during the
previous five years.
POSITIONS HELD AND
BUSINESS EXPERIENCE DURING
NAME THE PREVIOUS FIVE YEARS AGE
- ---- ----------------------- ---
George W. Phillips President and Chief Executive Officer of Bancorp 58
and the Bank since prior to 1992.
Paul M. Peduto Treasurer of the Bank since 1992; Treasurer 47
of Bancorp and Executive Vice President and
Chief Financial Officer of the Bank since prior to
1992.
Leo C. Donahue, Jr. Senior Vice President for Personal Banking of 47
the Bank since prior to 1992.
John R. Putney Senior Vice President for Corporate Banking and 53
Senior Lending Officer of the Bank since prior to
1992.
12
<PAGE> 15
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- -------------------------------------------------------
The Executive Committees (the "Committees") of the Boards of Directors of
Bancorp and the Bank, which are comprised of the same individuals, are
responsible for compensation policies and decisions. Bancorp does not pay any
separate compensation to the Chief Executive Officer or executive officers of
Bancorp, all of whom are executive officers of the Bank and receive compensation
in such capacities. Neither George W. Phillips nor Paul M. Peduto is a member of
the Executive Committee of the Corporation or the Bank.
The Committees' policy with regard to executive compensation is as follows:
Salaries and perquisites, other than bonuses and option grants, are based in
part on the Committees' subjective evaluation of (a) publicly available
information concerning salaries and perquisites earned by individuals with
comparable responsibilities and positions at other public companies and (b) the
performance of Bancorp and the Bank and individual executive officers. In the
case of compensation for executive officers other than the Chief Executive
Officer, the Committees rely to a large extent upon the recommendations of the
Chief Executive Officer. Because the Committees believe that employment
opportunities for executive officers are not necessarily limited to or
coextensive with the financial institutions included in the Keefe, Bruyette &
Woods New England Bank Index shown in the performance graph below, its review of
compensation information includes companies not included in this industry index.
Bonuses and option grants are intended to provide annual and long-term
compensation incentives. Bonuses and option grants are awarded to executive
officers based mainly on the financial performance of Bancorp and the Bank
compared to targets for the business segment for which each executive is
responsible. Bonuses were paid after the Committees reviewed the financial
performance of the Bank for 1996. Stock option grants are intended to create
incentives for the long-term growth and financial success of Bancorp and the
Bank and to increase the commonality of interest between management and
Bancorp's shareholders and are granted as and when determined appropriate by the
Committees. The level of bonuses and stock options awarded to individuals is not
based on any formula; instead, a general determination is made based on the
above factors and, in the case of executive officers other than the Chief
Executive Officer, the recommendations of the Chief Executive Officer. Stock
option awards during 1996 reflect the Committees' review of the Bank's financial
performance.
The salary and perquisites paid to the Chief Executive Officer are
specified in a 1995 employment agreement between the Chief Executive Officer and
Bancorp and the Bank (see Executive Compensation (Salary and Bonus Payments,
Options Granted and Other) - Employment Agreement - George W. Phillips, below).
Effective July 1, 1995, as part of the employment agreement, the Committee
established a supplemental retirement benefit arrangement for Mr. Phillips,
including the purchase of a split-dollar life insurance policy, in recognition
of the improved financial performance of the Bank. Also, as part of the
employment agreement, Mr. Phillips will not participate in any allocation of
stock options and will not be eligible for any year-end bonus compensation
payments except for discretionary payments to the Bank's 401(k) Plan in which
all Plan members participate.
MEMBERS OF THE EXECUTIVE COMMITTEE(S)
Paul J. Curtin
Robert R. Fanning, Jr.
Arthur E. Holden, Chairman
Stephen G. Kasnet
Arthur E. McCarthy
13
<PAGE> 16
EXECUTIVE COMPENSATION (SALARY AND BONUS PAYMENTS, OPTIONS GRANTED AND OTHER)
<TABLE>
The following table sets forth the executive compensation paid for services
in all capacities to Bancorp, the Bank and its subsidiaries during calendar
years 1994, 1995 and 1996 for the Chief Executive Officer and all other
executive officers.
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long term compensation
----------------------------------------------------------------
Awards
Other annual ------------------------ All other
Name and principal position Year Salary($) Bonus($) compensation($) Options(# of Shs.) compensation($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George W. Phillips 1996 150,000 0 47,899(1) 0 153,664(5)
President, Chief Executive 1995 150,000 0 27,710(2) 0 152,060
Officer and Director of 1994 146,200 0 22,354(3) 0 11,998
Warren Bancorp, Inc., and
Warren Five Cents Savings Bank
- --------------------------------------------------------------------------------------------------------------------------------
Paul M. Peduto 1996 124,277 12,500 - 5,300 16,608(4)(6)
Treasurer and Director of 1995 120,400 10,000 - 5,300 14,118
Warren Bancorp, Inc.; 1994 114,900 7,700 - 8,000 14,544
Executive Vice President,
Chief Financial Officer,
Treasurer and Director of
Warren Five Cents Savings Bank
- --------------------------------------------------------------------------------------------------------------------------------
John R. Putney 1996 100,846 24,000 - 5,300 13,258(4)(7)
Senior Vice President for 1995 97,400 12,000 - 5,800 11,942
Corporate Banking and 1994 91,200 10,000 - 9,500 12,221
Senior Lending Officer of
Warren Five Cents Savings Bank
- --------------------------------------------------------------------------------------------------------------------------------
Leo C. Donahue, Jr. 1996 96,700 10,000 - 5,300 10,645(4)(8)
Senior Vice President for 1995 93,700 7,250 - 5,800 9,989
Personal Banking of 1994 89,300 5,500 - 9,500 9,959
Warren Five Cents Savings Bank
- --------------------------------------------------------------------------------------------------------------------------------
<FN>
- ------------------
(1) Consists of the following: reimbursement for use of automobile, $7,820;
provision of financial planning service, $8,551; reimbursement for personal
taxes due on the above items and certain prior-year items, $31,528.
(2) Consists of the following: reimbursement for use of automobile, $7,887;
provision of financial planning service, $7,592; reimbursement for personal
taxes due on the above items, $12,231.
(3) Consists of the following: reimbursement for use of automobile, $7,878;
provision of financial planning service, $7,602; reimbursement for personal
taxes due on the above items, $6,874.
(4) Includes premiums paid for split-dollar life insurance policies. The
ownership of the policies is structured so that upon the death of the
executive, Bancorp will be reimbursed for the cumulative premium amounts
paid. The result is that over the life of the program there is minimal cost
to Bancorp.
(5) Consists of contribution of $13,264 to Mr. Phillips' 401(k) account and
premium paid for a split-dollar life insurance policy in the amount of
$140,400. The split-dollar life insurance policy is structured so that upon
the death of Mr. Phillips, Bancorp will be reimbursed for the cumulative
premium amounts paid and, depending on the timing of Mr. Phillips' death,
Bancorp could be paid up to $500,000 in excess of the cumulative premium
amounts paid.
(6) Consists of contribution of $10,582 to Mr. Peduto's 401(k) account and
premium paid for a split-dollar life insurance policy in the amount of
$6,026.
(7) Consists of contribution of $9,533 to Mr. Putney's 401(k) account and
premium paid for a split-dollar life insurance policy in the amount of
$3,725.
(8) Consists of contribution of $8,370 to Mr. Donahue's 401(k) account and
premium paid for a split-dollar life insurance policy in the amount of
$2,275.
</TABLE>
14
<PAGE> 17
EMPLOYMENT AGREEMENT - GEORGE W. PHILLIPS. Mr. Phillips, who serves as the
President and Chief Executive Officer and a director of Bancorp and the Bank,
entered into an agreement in 1995 with Bancorp and the Bank relative to the
terms of his employment. This agreement supersedes the agreement Mr. Phillips
entered into with Bancorp and the Bank in 1991 and is terminable at will by the
parties, subject to an obligation to maintain the confidentiality of trade
secrets, including confidential business information, of Bancorp and the Bank.
Mr. Phillips is paid at a rate of $150,000 per year. The Bank also provides Mr.
Phillips with reimbursement for use of an automobile and a financial planning
service. In addition, the Bank provides Mr. Phillips a supplemental retirement
benefit arrangement, including a split-dollar life insurance policy (see
Retirement Benefits - Executive Supplemental Retirement Arrangement, below).
SEVERANCE ARRANGEMENTS
- ----------------------
SPECIAL TERMINATION AGREEMENTS. Bancorp and the Bank have entered into
severance agreements with Leo C. Donahue, Jr., Paul M. Peduto and John R.
Putney. Each severance agreement provides severance pay benefits to the relevant
officer if his employment is terminated under certain circumstances following a
"change of control." "Change of control" is defined in each agreement and
generally refers to a 25 percent or more change in ownership of the common stock
of Bancorp or the Bank which, in some cases, is not approved by the Board of
Directors. If there is such a "change of control" at any time during the term of
the agreement, and thereafter the officer's employment were terminated either by
Bancorp or the Bank other than for "cause" or by the officer following the
officer's demotion, the officer's loss of title or office, or a reduction in the
officer's annual compensation, the officer would generally be entitled to
receive a lump sum cash payment equal to approximately three times his average
annual compensation over his five most recent years of employment with Bancorp
or the Bank. The agreements terminate upon the earliest of termination of the
officer's employment by Bancorp and the Bank for cause, the officer's
resignation or termination for any reason prior to a change in control, or
resignation after a change in control except for reasons just described.
EMPLOYMENT AGREEMENT - GEORGE W. PHILLIPS. The employment agreement between
George W. Phillips and the Bank and Bancorp, described above, provides that upon
a "change in control," as defined above, payments for salary and benefits would
be made as if Mr. Phillips continued employment through December 31, 1997.
STOCK OPTION AGREEMENTS. Stock option agreements, including currently
unexercisable stock option agreements with Leo C. Donahue, Jr., Paul M. Peduto
and John R. Putney, provide that such stock options shall immediately vest in
full and become exercisable upon a "change of control," as defined in such stock
option agreements.
15
<PAGE> 18
STOCK OPTIONS
- -------------
The following tables show, as to the executive officers named in the
Summary Compensation Table, information regarding options granted during 1996
and option values at December 31, 1996.
<TABLE>
OPTION GRANTS IN 1996
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Individual Grants
- --------------------------------------------------------------------------- Potential realizable value
Percent of at assumed annual rates
total of stock price appreciation
options granted Exercise or for option term
Granted to employees base price Expiration ----------------------------
(# of Shs.) in 1996 ($/Sh.) date 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George W. Philips 0 - - - - -
- ----------------------------------------------------------------------------------------------------------
Paul M. Peduto 5,300 7.62% 12.375 5/8/06 $41,320 $104,284
- ----------------------------------------------------------------------------------------------------------
John R. Putney 5,300 7.62% 12.375 5/8/06 $41,320 $104,284
- ----------------------------------------------------------------------------------------------------------
Leo C. Donahue, Jr. 5,300 7.62% 12.375 5/8/06 $41,320 $104,284
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
AGGREGATED OPTIONS EXERCISED IN 1996 AND
THE YEAR-END VALUE OF UNEXERCISED OPTIONS
<CAPTION>
- ---------------------------------------------------------------------------------------------
Value of
Number of unexercised-in-the-
unexercised options money options
Shares at year-end 1996(#) at year-end 1996($)
acquired on ---------------------------------------
exercise Value Exercisable/ Exercisable/
Name (# of Shs.) Realized($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George W. Phillips 50,000 456,250 0/0 0/0
- ---------------------------------------------------------------------------------------------
Paul M. Peduto 2,000 20,000 36,780/12,120 380,900/67,756
- ---------------------------------------------------------------------------------------------
John R. Putney 2,500 24,688 35,180/13,020 350,772/64,000
- ---------------------------------------------------------------------------------------------
Leo C. Donahue, Jr. 2,500 25,000 35,080/13,020 349,362/64,000
- ---------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE> 19
RETIREMENT BENEFITS
- -------------------
PENSION PLAN. The Bank provides a tax-qualified, noncontributory defined
benefit retirement plan for all eligible employees through the Savings Banks
Employees Retirement Association. Effective September 30, 1993, no additional
employees are eligible to participate in the Plan, and the normal retirement
benefit provided to any participant will be based on the average of the
participant's highest three consecutive years of cash compensation at the Bank
prior to September 30, 1993. The normal retirement benefit will equal 1.25% of
average compensation plus 0.6% of average compensation in excess of Social
Security covered compensation for each year of service up to September 30, 1993.
Based on their cash compensation levels and years of service up to
September 30, 1993, Leo C. Donahue, Jr., Paul M. Peduto and John R. Putney will
receive annual pension benefits for retirement at age 65 of $7,548, $15,180 and
$6,852, respectively. George W. Phillips does not participate in this pension
plan.
EXECUTIVE SUPPLEMENTAL RETIREMENT ARRANGEMENT. An Executive Supplemental
Retirement Arrangement between George W. Phillips and Bancorp and the Bank
provides that Mr. Phillips is entitled to receive annual pension benefits of
$62,400 beginning at the termination of his employment or January 1, 1998,
whichever is later.
DIRECTORS' COMPENSATION
- -----------------------
Directors of Bancorp receive $300 for each Board meeting that they attend.
Members of the Board committees and committee chairmen receive $250 for each
meeting that they attend.
Directors of the Bank receive $300 for each Board meeting they attend.
Committee members and committee chairmen receive $250 for each committee meeting
they attend. In addition, each Director receives an annual fee of $2,000.
Stephen G. Kasnet, who is Chairman of the Board of Bancorp and the Bank, in
addition to receiving compensation for Board and committee meeting attendance,
also receives an annual fee of $10,000.
Employees of Bancorp or the Bank who are also Directors of Bancorp or the
Bank do not receive directoral fees.
Effective with the 1995 Annual Meeting, each Director receives stock
options for 1,500 shares of Bancorp common stock per year, exercisable at the
fair market value of Bancorp's common stock on the date of grant. In addition,
any new directors will receive a one-time grant of stock options for 3,000
shares of Bancorp common stock.
Copies of the aforementioned agreements, plans and documents discussed
under "Executive Compensation" are available for inspection at Bancorp's office,
10 Main Street, Peabody, Massachusetts 01960.
17
<PAGE> 20
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG WARREN BANCORP, INC., THE TOTAL
- ---------------------------------------------------------------------------
RETURN INDEX FOR THE NASDAQ STOCK MARKETS (U.S. COMPANIES), AND THE KEEFE,
- --------------------------------------------------------------------------
BRUYETTE AND WOODS TOTAL RETURN INDEX FOR NEW ENGLAND BANKS.
- ------------------------------------------------------------
[GRAPH]
<TABLE>
<CAPTION>
WARREN
BANCORP, WARREN NASDAQ KB&W (1)
INC. PRICE PLUS BANCORP, U.S. COMPANIES NEW ENGLAND
CUMULATIVE DIVIDENDS INC. (Indexed) INDEX BANK INDEX
-------------------- -------------- -------------- -----------
<C> <C> <C> <C> <C>
12/31/91 $ 0.875 100.00 100.00 100.00
12/31/92 3.875 442.86 116.38 175.60
12/31/93 7.250 828.57 133.59 234.50
12/31/94 8.000 914.29 130.59 236.10
12/31/95 11.605 1326.24 184.67 368.40
12/31/96 16.132 1843.64 227.16 508.90
<FN>
- ---------------------------
(1) Keefe, Bruyette & Woods, Inc.(KB&W) is an investment banking firm
specializing in banks and bank stock. Included in its published index are
total returns for 18 New England banks which were chosen by Keefe Bruyette
& Woods for their range of asset size, market capitalization and
geographical dispersion.
</TABLE>
18
<PAGE> 21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank makes and has made loans to certain of its officers and Directors
and their associates. All of such loans were made in the ordinary course of
business and were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons. Management believes that such loans did not involve more than the
normal risk of collectibility or present other unfavorable features.
Certain loans or other extensions of credit to principal officers and
Directors must be approved by the Bank's Loan Committee and the Board of
Directors, and reported annually to the Massachusetts Commissioner of Banks. In
addition, the Bank is subject to regulations of the Federal Deposit Insurance
Corporation which (i) require that such loans to principal officers be made on
the same rates, terms and conditions as loans to unaffiliated persons, and (ii)
impose reporting requirements, approval procedures and limits on the amounts of
such loans. As a matter of policy, the Bank also makes certain loans to other
employees.
The Bank engages John's Janitorial Services (JJS Services), of which
Bancorp Director John H. Womack is President, to perform janitorial work at its
six offices. Fees paid in 1996 to JJS Services were approximately $48,000.
19
<PAGE> 22
INDEPENDENT ACCOUNTANTS
The firm of KPMG Peat Marwick LLP has served as Bancorp's independent
auditors since 1982. Representatives of KPMG Peat Marwick LLP have accepted an
invitation to attend the Annual Meeting. They will have an opportunity to make a
statement should they so desire and will be available to respond to appropriate
questions.
OTHER MATTERS
The cost of soliciting proxies will be paid by Bancorp. In addition to
solicitation by mail, officers and employees of the Bank, who will receive no
compensation for their services other than their salaries, may solicit proxies
by telephone, telegraph or personal interview. Brokerage houses, nominees,
fiduciaries and other custodians are requested to forward soliciting material to
the beneficial owners of shares held of record by them and will be reimbursed
for their expenses.
It is not anticipated that matters other than those set forth in the Notice
of Annual Meeting and described in this Proxy Statement will be brought before
the Annual Meeting, but if any such matters are properly presented, the persons
named in the proxy will vote in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Proposals of stockholders of Bancorp intended to be presented at the 1998
annual meeting of Bancorp's stockholders must be received by Bancorp not later
than December 8, 1997, to be included in Bancorp's proxy statement and form of
proxy relating to that annual meeting. If the date of the 1998 annual meeting is
subsequently changed by more than 30 calendar days from the date of this year's
annual meeting, Bancorp will, in a timely manner, inform its stockholders of
such change and the date by which proposals of stockholders must be received.
Nominations and proposals of stockholders may be submitted to Bancorp for
consideration at the 1998 Annual Meeting if certain conditions set forth in
Bancorp's By-Laws are satisfied, although such nominations and proposals will
not be included in the proxy statement and form of proxy relating to that
meeting unless submitted in accordance with the time limits set forth above and
related rules of the Securities and Exchange Commission. See "Election Of a
Class of Directors - The Board of Directors and its Committees - Nominating
Committee."
By order of the Board of Directors
Susan G. Ouellette, Clerk
March 31, 1997
20
<PAGE> 23
DETACH HERE WAR F
[SET VERTICALLY ON LEFT HAND SIDE OF PAGE] P R O X Y
REVOCABLE PROXY/VOTING INSTRUCTION CARD
WARREN BANCORP, INC.
10 MAIN STREET, PEABODY, MASSACHUSETTS 01960
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Stephen G. Kasnet, George
W. Phillips and Paul M. Peduto, and each of them, as Proxies of the undersigned,
with full power of substitution, and authorizes each of them to represent and
to vote all shares of Common Stock of Warren Bancorp, Inc. (the "Company"),
held by the undersigned at its close of business on March 10, 1997, at the
Annual Meeting of Stockholders to be held on Wednesday, May 7, 1997, at 10:00
a.m., at the King's Grant Inn, Route 128, Danvers, Massachusetts, or at any
adjournments or postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 AND THE PROXIES ARE EACH AUTHORIZED IN THEIR
DISCRETION TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. A STOCKHOLDER WISHING TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN
AND DATE THIS PROXY AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.
-------------
|SEE REVERSE|
(CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE) | SIDE |
<PAGE> 24
DETACH HERE WAR F
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE UNDERSIGNED HEREBY ACKNOWLEDGE(S) RECEIPT OF A COPY OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE PROXY STATEMENT WITH
RESPECT THEREOF AND HEREBY REVOKE(S) ANY PROXY OR PROXIES HERETOFORE
GIVEN. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
<TABLE>
<S> <C>
1. To elect four directors to hold office until the 2000 Annual Meeting 2. In their discretion, the Proxies are each authorized
of Stockholders and until their successors are duly elected and to vote upon such other business as may properly come
qualified. before the Annual Meeting and any adjournments or
postponements thereof.
NOMINEES: Stephen J. Connolly, IV, Robert R. Fanning, Jr.,
John C. Jeffers and Paul M. Peduto
FOR WITHHELD
[ ] [ ]
[ ]
-----------------------------------------
For all nominees except as noted above MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please Date, Sign and Mail Your Proxy Card Promptly in
the Enclosed Postage-Page Envelope.
Please sign name exactly as shown. Where there is more
than one holder, each should sign. When signing as an
attorney, administrator, executor, guardian or trustee,
please add your title as such. If executed by a
corporation, the proxy should be signed by a duly
authorized person, stating his or her title or authority.
Signature: Date: Signature: Date:
---------------------------------- --------- ---------------------------------- ------------
</TABLE>
