<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, For Use Of the
Commission Only (as permitted by
Rule 14A-6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
COLUMBIA BANCORP
(Name of Registrant as Specified in Charter)
John A. Scaldara, Jr., Executive Vice President
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________
(2) Aggregate number of securities to which transaction applies:
______________
(3) Per unit price 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):
______________
(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.:
______________
(3) Filing party:
______________
(4) Date filed:
______________
<PAGE>
[LOGO]
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia, Maryland 21044
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000
Notice is hereby given that the Annual Meeting of Stockholders of
Columbia Bancorp will be held at the Turf Valley Resort and Conference Center,
2700 Turf Valley Road, Ellicott City, Maryland 21042 on Tuesday, May 16, 2000,
at 5:30 p.m. for the following purposes:
1. To elect six directors to serve until their terms of office expire and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 5,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting or any adjournments or postponements.
Your Proxy is enclosed. You are encouraged to complete, date, sign and
return promptly the Proxy in the envelope provided even though you may plan to
attend the meeting. No postage is necessary for mailing in the United States.
Returning the Proxy will not limit your right to vote in person or to attend the
Annual Meeting, but will insure your representation if you cannot attend. If you
attend the meeting, you may revoke your Proxy and vote in person.
By Order of the Board of Directors
JOHN A. SCALDARA, JR.
Corporate Secretary
Columbia, Maryland
April 13, 2000
2
<PAGE>
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished on or about April 14, 2000 to
stockholders of Columbia Bancorp (the "Company") in connection with the
solicitation of proxies by the Company's Board of Directors to be used at the
annual meeting of stockholders described in the accompanying notice and at any
adjournments or postponements thereof. The purposes of the meeting are set forth
in the accompanying notice of annual meeting of stockholders.
Proxies and Voting
The accompanying proxy is solicited by the Board of Directors of the
Company. The Board of Directors has selected James R. Moxley, Jr. and Herschel
L. Langenthal, or either of them, to act as proxies with full power of
substitution. Any stockholder executing a proxy has the power to revoke the
proxy at any time before it is voted. This right of revocation is not limited or
subject to compliance with any formal procedure. Any stockholder may attend the
meeting and vote in person whether or not he or she has previously given a
proxy.
The record date for stockholders entitled to notice of and to vote at the
annual meeting was the close of business on April 5, 2000. At that date there
were outstanding and entitled to vote approximately 7,155,233 shares of Common
Stock, par value $.01 per share, of the Company. In the election of directors
each share is entitled to one vote for each director to be elected; however,
cumulative voting is not permitted. For all matters except the election of
directors, each share is entitled to one vote.
The cost of solicitation of proxies and preparation of proxy materials will
be borne by the Company. The solicitation of proxies will generally be by mail
and by directors, officers and employees of the Company and its subsidiary, The
Columbia Bank (the "Bank"), without additional compensation to them. In some
instances solicitation may be made by telephone or telegraph, the costs of which
will be borne by the Company. The Company may also reimburse brokers,
custodians, nominees and other fiduciaries for reasonable out-of-pocket and
clerical expenses for forwarding proxy materials to principals.
The Annual Report of the Company, including financial statements for the
fiscal year ended December 31, 1999, has been mailed to all stockholders with
this Proxy Statement.
PROPOSAL 1 - ELECTION OF DIRECTORS
The charter and by-laws of the Company provide that the directors shall be
classified into three classes as equal in number as possible, with each director
serving a three-year term.
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock present in person or represented by proxy at the meeting
with a quorum present. Abstentions and broker non-votes are not considered to
be votes cast.
3
<PAGE>
Nominees
Unless otherwise indicated in the enclosed proxy, the persons named in such
proxy intend to nominate and vote for the election of the following six nominees
for the office of director of the Company, to serve as directors for three years
or until their respective successors have been duly elected and qualified. All
such nominees are currently serving as directors. The Board of Directors is not
aware that any nominee named herein will be unable or unwilling to accept
nomination or election. Should any nominee for the office of director become
unable to accept nomination or election, the persons named in the proxy will
vote for the election of such other persons, if any, as the Board of Directors
may recommend.
The names and ages (as of April 5, 2000) of persons nominated by the Board
of Directors, their principal occupations and business experience for the past
five years, and certain other information are set forth below. Unless otherwise
noted, each has served as a director of the Company and the Bank since inception
of the Company in 1987 and the Bank in 1988.
Name of Nominee Information Regarding Nominee
- --------------- -----------------------------
Nominees for Directors to be elected at the 2000 Annual Meeting
to serve until the 2003 Annual Meeting (Class I)
Anand S. Bhasin Mr. Bhasin is 62 years old. He is President of Gemini
Ventures Corporation, an international trading company.
Mr. Bhasin has served as a director of the Company
since November, 1990 and the Bank since April, 1992.
Mr. Bhasin currently serves on the Audit and Community
Reinvestment Act ("CRA") Advisory Committees of the
Company and the Bank.
Robert R. Bowie, Jr. Mr. Bowie is 52 years old. He is a Founding Member of
the law firm Bowie & Jensen, LLC, located in Towson,
Maryland. He is a graduate of Harvard University and
University of Maryland Law School. Mr. Bowie has served
as a director of the Company and the Bank since
December, 1999. Mr. Bowie currently serves on the
Asset/Liability Management and Audit Committees of the
Company and the Bank.
Garnett Y. Clark, Jr. Mr. Clark is 57 years old. He is President of GYC Group
Ltd., a building and development company. He is also
President of Clark & Associates Realtors, Inc. Mr.
Clark currently serves on the Acquisition, Development
and Construction ("ADC"), Executive and Strategic
Planning Committees of the Company and the Bank.
Kenneth H. Michael Mr. Michael is 61 years old. He is the Chairman of The
Michael Companies, a real estate development and
management company. Mr. Michael previously served as a
director of Suburban Bancshares, Inc. ("Suburban") and
Suburban Bank of Maryland ("Suburban Bank"). He has
served as a director of the Company and the Bank since
March 8, 2000, the date on which Suburban and Suburban
Bank were merged with and into the Company and the
Bank. Mr. Michael currently serves as Chairman of the
ADC Committee of the Company and the Bank.
4
<PAGE>
Maurice M. Simpkins Mr. Simpkins is 54 years old. He is Vice President for
Public Affairs at The Ryland Group, Inc., a residential
homebuilder and mortgage finance company, and has been
with Ryland since 1971. Mr. Simpkins has served as a
director of the Company and Bank since April, 1997. Mr.
Simpkins currently serves as Chairman of the CRA
Advisory Committee and also serves on the ADC Committee
of the Company and the Bank.
Robert N. Smelkinson Mr. Smelkinson is 70 years old. He is the retired
Chairman of Smelkinson Sysco, a distribution company.
Mr. Smelkinson currently serves as Chairman of the
Personnel, Compensation and Stock Option ("PCSO")
Committee and also serves on the Executive and
Strategic Planning Committees of the Company and the
Bank.
Continuing Directors
The following information is provided with respect to directors who will
continue to serve as directors of the Company until the expiration of their
terms at the times indicated. Unless otherwise noted, each has served as a
director of the Company and the Bank since inception of the Company in 1987 and
the Bank in 1988.
Name of Director Information Regarding Director
- ---------------- ------------------------------
Directors to serve until the 2001 Annual Meeting (Class II)
Hugh F.Z. Cole, Jr. Mr. Cole is 58 years old. He is Chairman and CFO of
Brantly Development Group, Inc., a real estate
development company. Mr. Cole has served as a director
of the Company and Bank since July, 1988. Mr. Cole
currently serves as Chairman of the Audit Committee of
the Company and the Bank.
G. William Floyd Mr. Floyd is 68 years old. He is a general partner of
Venture Associates, a commercial real estate investment
firm. Mr. Floyd currently serves on the Audit Committee
of the Company and the Bank.
Herschel L. Langenthal Mr. Langenthal is 71 years old. He is the managing
partner of Langenmyer Company, an investment company.
Mr. Langenthal is Chairman of the Executive Committee
of the Company and the Bank and also serves on the
Asset/Liability Management, PCSO and Strategic Planning
Committees of each.
Richard E. McCready Mr. McCready is 66 years old. He is Chairman and CEO of
Eastern Sales and Marketing, a food brokerage company.
Mr. McCready currently serves on the Asset/Liability
Management Committee of the Company and the Bank.
James R. Moxley, Jr. Mr. Moxley is 69 years old. He is President of Security
Development Corporation, a real estate development
company. Mr. Moxley is also Vice-Chairman of the
Company and is the father of Mr. Moxley, III. Mr.
Moxley is Chairman of the Strategic Planning Committee
and also serves on the ADC, Asset/Liability Management,
CRA Advisory, Executive and PCSO Committees of the
Company and the Bank.
5
<PAGE>
Vincent D. Palumbo Dr. Palumbo is 65 years old. He is President of V.D.
Palumbo, P.A. and is an oral and maxillofacila surgeon,
practicing in Fort Washington, Maryland. Dr. Palumbo
previously served as a director of Suburban and
Suburban Bank. He has served as a director of the
Company and the Bank since March 8, 2000, the date on
which Suburban and Suburban Bank were merged with and
into the Company and the Bank. Dr. Palumbo currently
serves on the ADC and Asset/Liability Management
Committees of the Company and the Bank.
Lawrence A. Shulman Mr. Shulman is 57 years old. Mr. Shulman is President
of Shulman, Rogers, Gandal, Pordy & Ecker, P.A., a law
firm in Rockville, Maryland. Mr. Shulman previously
served as a director of Suburban and Suburban Bank. He
has served as a director of the Company and the Bank
since March 8, 2000, the date on which Suburban and
Suburban Bank were merged with and into the Company and
the Bank. Mr. Shulman currently serves on the Audit and
PCSO Committees of the Company and the Bank.
Directors to serve until the 2002 Annual Meeting (Class III)
John M. Bond, Jr. Mr. Bond, Jr. is 56 years old and has served as a
director and President, Chief Executive Officer, and
Treasurer of the Company since inception. Mr. Bond, Jr.
has also served as a director and President and Chief
Executive Officer of the Bank since inception. Mr. Bond
serves on the ADC, Asset/Liability Management, CRA
Advisory, Executive and Strategic Planning Committees
of the Company and the Bank.
William L. Hermann Mr. Hermann is 58 years old and is President of William
L. Hermann, Inc., a financial management company. Mr.
Hermann served as General Manager of the Glenmore
office of the Bank until December 1997. He has served
as a director of the Company and the Bank since June
1989. Mr. Hermann is Chairman of the Asset/Liability
Management Committee and also serves on the Strategic
Planning Committee of the Company and the Bank.
Charles C. Holman Mr. Holman is 66 years old. Since June, 1992 and until
his retirement effective December 31, 1998, Mr. Holman
served as Executive Vice President of the Bank and was
responsible for the Bank's acquisition, development and
construction loan portfolio. Mr. Holman has served as a
director of the Company and the Bank since December,
1998. Mr. Holman currently serves on the ADC and
Executive Committees of the Company and the Bank.
Winfield M. Kelly, Jr. Mr. Kelly is 64 years old. He is the President and CEO
of Dimensions Healthcare System, a health care company
located in Largo, Maryland. Mr. Kelly was appointed
Chairman of the Company and the Bank effective March 8,
2000, the date on which Suburban and Suburban Bank were
merged with and into the Company and the Bank.
Previously, Mr. Kelly served as Chairman and Chief
Executive Officer of Suburban and Suburban Bank. Mr.
Kelly serves on the ADC, Asset/Liability
6
<PAGE>
Management, CRA Advisory, Executive, PCSO, and
Strategic Planning Committees of the Company and the
Bank.
Harry L. Lundy, Jr. Mr. Lundy is 59 years old. He is President and owner of
Williamsburg Group, LLC, Williamsburg Builders, Inc.
and Hallmark Builders, Inc. He is Executive Vice
President and owner of Patriot Homes, Inc. Each of the
aforementioned companies is a residential construction
company. Mr. Lundy currently serves on the ADC and
Strategic Planning Committees of the Company and the
Bank.
James R. Moxley, III Mr. Moxley, III is 39 years old. He is Vice President
of SDC Group, a real estate development company. He is
the son of Mr. Moxley, Jr. Mr. Moxley, III has served
as a director of the Company and the Bank since April
1999. Mr. Moxley, III currently serves on the
Asset/Liability Management and CRA Advisory Committees
of the Company and the Bank.
Mary S. Scrivener Mrs. Scrivener is 62 years old. She is Secretary of
Calvert General Contractors, a commercial construction
company. Mrs. Scrivener currently serves on the CRA
Advisory and PCSO Committees of the Company and the
Bank.
Albert W. Turner Mr. Turner is 83 years old. He is a senior partner of
Carrollton Enterprises, Ltd., a real estate development
and management company located in Beltsville, Maryland.
Mr. Turner previously served as a director of Suburban
and Suburban Bank. He has served as a director of the
Company and the Bank since March 8, 2000, the date on
which Suburban and Suburban Bank were merged with and
into the Company and the Bank. Mr. Turner currently
serves on the Executive Committee of the Company and
the Bank.
Theodore G. Venetoulis Mr. Venetoulis is 65 years old. He is the President of
H&V Communications, a media and publishing company. He
is a former Baltimore County Executive, the County's
senior elected official, and has been publisher of the
Orioles Gazette and political analyst for WBAL-TV in
Baltimore, Maryland. Mr. Venetoulis currently serves on
the CRA Advisory, Executive and Strategic Planning
Committees of the Company and the Bank.
Directors Emeritus
Mr. James Clark, Jr., Ms. Mary Gould and Ms. Patricia Rouse currently serve
as Directors Emeritus of the Company and the Bank. As a Director Emeritus, each
is eligible to receive compensation and perquisites offered to directors
generally and may participate in discussion at Board meetings of the Company and
the Bank, but may not vote and may not be counted for purposes of determining a
quorum.
Terms for Mr. Clark, Jr., Ms. Gould and Ms. Rouse expire in May, 2000.
Board and Committee Meetings
The Board of Directors held eleven meetings during 1999. Directors Floyd
and McCready attended fewer than 75% of the sum of the total number of Company
meetings of the Board of Directors and of committees of the Board of Directors
on which each served during 1999.
7
<PAGE>
The Board of Directors has seven standing committees. The committees are
the Executive; Acquisition, Development and Construction ("ADC"); Audit;
Asset/Liability Management ("ALM"); Community Reinvestment Act ("CRA") Advisory;
Personnel, Compensation and Stock Option ("PCSO") and Strategic Planning
committees. The Board of Directors has not established a nominating committee.
The functions customarily attributable to a nominating committee are performed
by the PCSO Committee and the Board of Directors as a whole. The Board of
Directors will consider nominees recommended by stockholders. Such
recommendations should be directed to the Board of Directors of the Company in
care of the Secretary. In addition, the Board of Directors, from time to time,
establishes special committees which have a limited duration. Directors are
appointed to each committee for a one-year term. The Chairman of the Board and
Vice-Chairman of the Board, are members of all committees appointed, with the
exception of the Audit Committee. The President is a member of all committees
appointed, with the except the Audit and PCSO committees.
The Executive Committee held thirty-one meetings during 1999. During 1999,
the Executive Committee consisted of Directors Bond, Jr., Holman, Langenthal
(Chairman) and Moxley, Jr., and three additional directors who served as
Committee members on a rotational basis. Currently, the Executive Committee
consists of Directors Bond, Jr., Clark, Holman, Kelly, Langenthal (Chairman),
Moxley, Jr., Smelkinson, Turner and Venetoulis. The Committee is responsible
for evaluating and approving credits exceeding the lending authority of officers
of the Bank; reviewing on a regular basis financial information, operational
statistics, loan delinquencies and potential problem loans; and taking other
actions as may be required in the absence of the full Board of Directors.
The ADC Committee held five meetings during 1999. During 1999, the ADC
Committee consisted of Directors Bond, Jr., G. Clark (Chairman), Holman,
Langenthal, Lundy, Moxley, Jr. and Simpkins. Currently, the ADC Committee
consists of Directors Bond, Jr., Clark, Holman, Kelly, Lundy, Michael
(Chairman), Moxley, Jr., Palumbo and Simpkins. The Committee is responsible for
monitoring business development strategies and market trends specific to the
Company's acquisition, development and construction loan portfolio.
The Audit Committee held two meetings during 1999. During 1999, the Audit
Committee consisted of Directors Bhasin, Cole (Chairman), Floyd, Hermann and
Venetoulis. Currently, the Audit Committee consists of Directors Bhasin, Bowie,
Cole (Chairman), Floyd and Shulman. The Committee is responsible for overseeing
the Company's internal accounting controls; recommending to the Board of
Directors the selection of the Company's independent auditors; reviewing the
annual audit plan, annual report and results of the independent audit; reviewing
supervisory examination reports; and initiating other special reviews when
deemed necessary.
The ALM Committee held four meetings during 1999. During 1999, the ALM
Committee consisted of Directors Bhasin, Bond, Jr., Hermann (Chairman),
Langenthal, Moxley, Jr., Moxley, III and Scrivener. Currently, the ALM
Committee consists of Directors Bond, Jr., Bowie, Hermann (Chairman), Kelly,
Langenthal, McCready, Moxley, Jr., Moxley, III and Palumbo. The Committee
monitors quarterly operating results, liquidity, asset mix, interest rate risk,
loan pricing and deposit rate policies of the Company. In addition, the
Committee directs the investment strategies of the Company and makes
recommendations of such to the Board of Directors when strategies are outside
its approval authority.
The CRA Advisory Committee held four meetings during 1999. During 1999, the
CRA Advisory Committee consisted of Directors Bhasin, Bond, Jr., Langenthal,
Moxley, Jr., Simpkins (Chairman) and Venetoulis. Currently, the CRA Advisory
Committee consists of Directors Bhasin, Bond, Jr., Kelly, Moxley, Jr., Moxley,
III, Scrivener, Simpkins (Chairman) and Venetoulis. The Committee provides
oversight and guidance to the development of CRA programs and affordable housing
initiatives of the Company. This includes providing mortgage financing conduits
for low-to-moderate income housing, fair lending policies for minorities,
encouragement for first-time homebuyers, and education to the community to
foster affordable housing opportunities.
The PCSO Committee held four meetings during 1999. During 1999, the PCSO
Committee consisted of Directors Langenthal, Lundy, McCready, Moxley, Jr.,
Simpkins, Smelkinson (Chairman) and
8
<PAGE>
Venetoulis. Currently, the PCSO Committee consists of Directors Kelly,
Langenthal, Moxley, Jr., Scrivener, Shulman and Smelkinson (Chairman). The
Committee oversees the compensation of all employees, except the compensation of
the President and directors; reviews the compensation of the President and
directors, and makes recommendations regarding changes to such to the Board of
Directors for approval; monitors personnel related matters of the Company;
reviews and authorizes employee related benefit plans; and administers the
Company's stock option programs.
In 1999, the Board of Directors established the Strategic Planning
Committee. During 1999, the Strategic Planning Committee consisted of Directors
Bond, Jr., Hermann, Langenthal, Moxley, Jr., Smelkinson and Venetoulis.
Currently, the Strategic Planning Committee consists of Directors Bond, Jr.,
Clark, Hermann, Kelly, Langenthal, Moxley, Jr. (Chairman), Lundy, Smelkinson and
Venetoulis. The Committee is responsible for analyzing the challenges and
opportunities which the Company faces in a dynamic banking industry and
establishing strategic initiatives.
Compensation of Directors
Non-employee directors of the Company and the Bank will receive $150 and
stock options to purchase thirty shares of Common Stock of the Company for each
Board and committee meeting, other than the Strategic Planning Committee,
attended during 2000. Chairpersons of committees, other than directors
Langenthal and Moxley, Jr., will receive $250 for each committee meeting
attended during 2000. Directors Moxley, Jr. and Langenthal, serving in the
capacities of Chairman and Vice-Chairman of the Company through March 8, 2000
and as Vice-Chairman and Chairman of the Executive Committee, thereafter, will
receive annual fees of $29,000 and $27,000, respectively, in addition to fees
paid and stock options granted for meeting attendance. These amounts are
unchanged from those received during 1999. Beginning March 8, 2000, Mr. Kelly
will receive annual compensation of $60,000 in his capacity as Chairman. The
Chairman, Vice-Chairman and Chairman of the Executive Committee are also
eligible for a bonus to be awarded at the discretion of the Board of Directors.
No bonus was awarded for service during 1999. Total director fees paid by the
Company and the Bank for 1999 service were $125,250, inclusive of annual fees
paid to the Chairman and Vice-Chairman. In addition, on December 31, 1999, stock
options to purchase 13,410 shares of the Company's Common Stock at $11.3125 per
share, the then current market price, were granted to directors for meeting
attendance during 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Act") requires that the Company's directors and executive officers, and persons
who own more than 10% of a registered class of the Company's equity securities,
file with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of change in ownership of Common Stock of the Company. The
same persons are also required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, and written representations that no other
reports were required during the fiscal year ended December 31, 1999, all
Section 16(a) filing requirements applicable to the Company's executive
officers, directors and greater than 10% beneficial owners were complied with,
except that Director Moxley, III and Executive Vice President Nicholson
inadvertently each filed late the report required by Section 16(a) of the Act to
recognize their appointments as director and executive officer, respectively.
Certain Relationships and Related Transactions
9
<PAGE>
The Bank has made loans to certain of its executive officers, directors and
related parties. These loans were made on substantially the same terms,
including interest rate and collateral requirements, as those prevailing at the
time for comparable transactions with unrelated customers and did not involve
more than the normal risk of collectibility or present other unfavorable
features. At December 31, 1999, these loans totaled $3.4 million, or
approximately 8.7% of the total equity capital of the Bank.
In November 1997, the Bank acquired through foreclosure a 75% interest in a
residential development project consisting of 262 residential building lots in
various stages of development. Also, in November 1997, the Bank engaged The
Michael Companies, a real estate development company owned solely by Mr. Kenneth
Michael, to serve as development and marketing manager with respect to the
project. The Michael Companies earns a development fee of $1,200 per lot as lots
are developed and sold, $200 of which is deferred until all public improvements
have been dedicated and any bonds related to the property have been released. In
addition, The Michael Companies earns a sales commission of 4%, the Bank's share
being 3%, of the sales price of each lot at settlement. In 1998, the Bank paid
The Michael Companies sales commissions of $52,380 and development fees of
$31,500, of which $5,250 was deferred. In 1999, the Bank paid The Michael
Companies sales commissions of $73,980 and development fees of $51,300, of which
$8,550 was deferred. As of December 31, 1999, 170 lots were under option
contract of sale at prices ranging from $31,000 to $50,000 with a takedown
schedule that extends through September 2003.
Pursuant to a services agreement between the Company and Winfield M. Kelly,
Jr., effective March 8, 2000, Mr. Kelly will serve as the Chairman of the
Company and the Bank. Under the services agreement, Mr. Kelly will receive (i)
annual director's fees of $60,000, and (ii) certain employee benefits. The term
of the amended agreement will expire upon the expiration of Mr. Kelly's initial
term as a director of the Company and is subject to automatic renewal upon his
re-election as Chairman by the board of directors. If the agreement is
terminated by the Company without cause or if Mr. Kelly terminates the agreement
for "cause", the Company must pay Mr. Kelly the sum of $120,000 as severance
compensation. If Mr. Kelly's agreement is terminated by the Company for "cause",
he will be entitled only to compensation earned prior to such termination. Upon
the earlier of (i) five years from March 8, 2000 or (ii) in the event that the
agreement is terminated or not renewed as a result of any sale or exchange of
stock resulting in a change in a controlling interest of the Company or the
Bank, the Company will pay Mr. Kelly $200,000 as additional compensation.
In August, 1999, the Bank entered into an agreement with an automobile
dealership owned principally by Mr. Kelly. Under terms of the agreement, the
Bank purchases qualifying automobile loans originated by the dealership. The
dealership receives a customary dealer reserve (premium) which aggregated
$48,000 during 1999.
PRINCIPAL BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK
Certain Beneficial Owners
No persons were known by the Company to own beneficially, directly or
indirectly, more than 5% of the Company's Common Stock outstanding on March 24,
2000.
Beneficial Ownership of Executive Officers, Directors and Nominees
The following table lists the number of shares of Common Stock of the
Company beneficially owned at March 24, 2000 by directors and named Executive
Officers of the Company and the Bank, directly or indirectly.
<TABLE>
<CAPTION>
Shares of % of
Common Stock Stock Options (1) Class
------------ ----------------- -----
<S> <C> <C> <C>
Continuing Directors:
John M. Bond, Jr. (2)(3) 223,864 36,104 3.62
Hugh F.Z. Cole, Jr. (4) 44,239 3,283 *
G. William Floyd 28,196 435 *
William L. Hermann (5) 56,460 1,490 *
Charles C. Holman 16,560 14,380 *
Winfield M. Kelly, Jr. 136,207 11,690 2.06
Herschel L. Langenthal (6) 92,912 16,835 1.53
Harry L. Lundy, Jr. (7) 104,470 2,914 1.50
Richard E. McCready 46,112 2,423 *
James R. Moxley, Jr. (8) 47,437 23,008 *
James R. Moxley, III (9) 11,653 270 *
Vincent D. Palumbo 60,180 2,338 *
Mary S. Scrivener 53,650 1,355 *
Lawrence A. Shulman 6,726 584 *
Albert W. Turner 211,924 584 2.97
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Shares of % of
Common Stock Stock Options (1) Class
------------ ----------------- -----
<S> <C> <C> <C>
Theodore G. Venetoulis (10) 26,362 3,785 *
Director Nominees:
Anand S. Bhasin (11) 46,742 2,889 *
Robert R. Bowie, Jr. 100 - *
Garnett Y. Clark, Jr. 46,409 4,411 *
Kenneth H. Michael 42,342 2,338 *
Maurice M. Simpkins 11,174 1,685 *
Robert N. Smelkinson 118,040 5,382 1.72
Executive Officers:
Michael T. Galeone 5,912 19,300 *
Robert W. Locke (12) 22,261 8,675 *
Scott C. Nicholson (13) 1,844 12,000 *
John A. Scaldara, Jr. (14)(15) 92,344 23,310 1.61
========= ======= ====
All directors and executive
officers (26 persons) (16) 1,465,070 201,468 22.65%
========= ======= =====
Company totals 7,155,233 302,916
========= =======
</TABLE>
* Less than 1%
(1) Represents the number of shares of Common Stock subject to stock options
currently exercisable.
(2) Includes 46,088 shares of Common Stock and 2,104 stock options for which
Mr. Bond, Jr. is a co-trustee and a remainder beneficiary. Also includes
33,888 shares held by Mr. Bond, Jr.'s spouse and 11,000 shares for which
Mr. Bond, Jr. has power of attorney.
(3) Includes 89,050 shares of Common Stock held by the Company's 401(k) Plan
and Trust on December 31, 1999 for which Mr. Bond, Jr. serves as a
trustee. Beneficial ownership of such shares is expressly disclaimed,
except as to 18,214 shares held for the account of Mr. Bond, Jr.
(4) Includes 692 shares of Common Stock for which Mr. Cole is a trustee.
(5) Includes 7,228 shares of Common Stock owned by a corporation of which Mr.
Hermann owns an interest.
(6) Includes 23,424 shares of Common Stock for which Mr. Langenthal is a
trustee and 39,990 shares of Common Stock owned by two partnerships and a
corporation of which Mr. Langenthal owns an interest. Also includes 7,040
shares held by Mr. Langenthal's spouse.
(7) Includes 42,975 shares of Common Stock for which Mr. Lundy is a trustee
and 58,812 shares of Common Stock owned by a corporation and a limited
partnership of which Mr. Lundy owns an interest.
(8) Includes 10,658 shares held Mr. Moxley, Jr.'s spouse.
(9) Includes 2,671 shares of Common Stock owned by Mr. Moxley, III's children
and 216 shares held by Mr. Moxley, III's spouse.
(10) Includes 26,220 shares of Common Stock held by a trust; the beneficial
ownership of such shares is expressly disclaimed.
(11) Includes 4,088 shares of Common Stock owned by Mr. Bhasin's children and
4,806 shares held by Mr. Bhasin's spouse.
(12) Includes 2,449 shares of Common Stock held for the account of Mr. Locke in
the Company's 401(k) Plan and Trust and 628 shares held by Mr. Locke's
spouse.
(13) Shares are held for the account of Mr. Nicholson in the Company's 401(k)
Plan and Trust.
(14) Includes 322 shares of Common Stock for which Mr. Scaldara is trustee.
(15) Includes 89,050 shares of Common Stock held by the Company's 401(k) Plan
and Trust on December 31, 1999 for which Mr. Scaldara serves as a trustee.
Beneficial ownership of such shares is expressly disclaimed, except as to
8,634 shares held for the account of Mr. Scaldara.
11
<PAGE>
(16) Includes 89,050 shares of Common Stock held by the Company's 401(k) Plan
and Trust for which Mr. Bond, Jr. and Mr. Scaldara are trustees.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The following report is submitted by the Personnel, Compensation and Stock
Option Committee of the Board of Directors (the "Committee"). The report
addresses the executive compensation policies of the Bank and the Company
(collectively, the "Company") for 1999. The Committee is currently composed of
the following non-employee Directors of the Company:
Robert N. Smelkinson, Chairman James R. Moxley, Jr.
Winfield M. Kelly, Jr. Mary S. Scrivener
Herschel L. Langenthal Lawrence A. Shulman
The Committee establishes the compensation of senior officers of the
Company with the exception of Mr. Bond, Jr., the President and Chief Executive
Officer. Mr. Bond, Jr.'s compensation is established by the Board of Directors
of the Company based upon data provided by and recommendations of the Committee.
The Board of Directors also establishes the compensation of the Chairman, Vice-
Chairman, and Chairman of the Executive Committee of the Board of Directors
based on the recommendations of the Committee. In addition, the Committee
generally reviews all personnel related issues, including salary administration
related to all other employees, and administers the Company's 1997 Stock Option
Plans and 401(k) Plan and Trust, and the Bank's Deferred Compensation Plan. The
overall goal of the Committee is the establishment and administration of
compensation policies directly related to attainment of corporate operational
and financial goals which provide the ability to attract, motivate, reward and
retain qualified senior officers.
The Company utilizes an internal salary administration plan for the basis
of its analysis of compensation levels throughout the Company, including senior
officers. The plan includes job descriptions for all positions and rates the
overall responsibility of each position based on characteristics including, job
knowledge, problem-solving, accountability, human relations, communications,
supervision of others and marketing. Each position is assigned to a salary grade
based on level of overall responsibility. Salary ranges for each salary grade
are developed based on market information available for similar positions at
financial institutions both in the communities where the Company does business
and outside the Company's market area. These results are updated annually by the
Company's human resources staff using current market data which reflects
marketplace changes, inflation, and, if applicable, corporate performance. This
information is considered by the Committee.
The individual components of the Company's compensation program include:
(a) Base Salary. Base salary levels are established for senior officers
primarily based upon evaluation of the historical performance, degree of
responsibility, level of experience and number of years with the Company.
In addition, the Committee considers compensation data available through
various surveys, including the SNL Executive Compensation Review, Bank
Administration Institute Bank Cash Compensation and Key Executive
Compensation Surveys, and Starkey & Beall Regional Financial Industry
Salary Survey.
With respect to the base salary of $230,925 granted to Mr. Bond, Jr. for
the year 1999, the Committee took into account the Company's performance
during 1998 and survey information
12
<PAGE>
referred to above. Particular emphasis was placed on Mr. Bond, Jr.'s
individual performance, including his leadership role through a period of
continued growth, and the Company's continued strong financial performance.
(b) Annual Incentives/Bonuses. Bonuses are generally granted senior officers
based on the extent to which the Company achieves annual performance
objectives, as established by the Board of Directors. Such performance
objectives include net income, earnings per share and return on equity
goals. Bonuses may also be awarded to other officers and employees based
on recommendations by supervisors.
(c) Stock Option Awards. The Committee believes that the granting of stock
options is the most appropriate form of long term compensation for senior
officers, since awards of equity encourage ownership in the success of the
Company. Stock option grants are discretionary and are limited by the
terms and conditions of the Company's 1997 Stock Option Plan.
Personnel, Compensation and Stock Option Committee:
Robert N. Smelkinson, Chairman Mary S. Scrivener
Herschel L. Langenthal Theodore G. Venetoulis
James R. Moxley, Jr.
Compensation Committee Interlocks and Insider Participation
The table below provides the aggregate balance at December 31, 1999 of
loans in excess of $60,000 issued by the Bank to members of the PCSO Committee
and/or their affiliates. These loans were made in the ordinary course of
business, made on substantially the same terms, including interest rate and
collateral requirements, as those prevailing at the time for comparable
transactions with unrelated customers and did not involve more than a normal
risk of collectibility or present other unfavorable features.
Aggregate Loan
Balance at December 31, 1999
----------------------------
James R. Moxley, Jr. $1,297,215
Summary Compensation Table
The table below presents a summary of compensation for the last three
fiscal years of the chief executive officer of the Company and the other most
highly paid executive officers of the Company and the Bank (collectively, the
"Executive Officers") whose total annual salary and bonus exceeded $100,000
during the year ended December 31, 1999.
<TABLE>
<CAPTION>
Shares of Common
Name and Annual Compensation (a) Stock Underlying All Other
-----------------------
Principal Position Year Salary Bonus Options Awarded Compensation(b)
------------------ ---- ------ ----- --------------- ---------------
<S> <C> <C> <C> <C>
John M. Bond, Jr. 1999 $230,925 $ - 12,000 $(3,606)
President and CEO 1998 225,000 - 40,000 21,538
1997 215,000 - - 55,010
Michael T. Galeone 1999 $164,000 $12,000 2,000 $13,598
Executive Vice President 1998 160,000 15,000 8,000 14,996
1997 154,000 - - 8,505
Robert W. Locke 1999 $125,500 $12,000 3,500 $ 9,506
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Executive Vice President 1998 115,500 7,500 8,000 11,814
1997 109,000 - - 14,633
Scott C. Nicholson 1999 $121,333 $12,000 2,000 $ 3,800
Executive Vice President 1998 109,200 15,000 6,000 2,915
1997 104,000 - 6,000 2,939
John A. Scaldara, Jr. 1999 $140,000 $12,000 5,000 $ 7,105
Executive Vice President, 1998 130,000 - 8,000 12,454
Chief Financial Officer 1997 120,000 - 6,000 18,551
and Corporate Secretary
</TABLE>
_____________________________________________
(a) No officer named above received any perquisites and other personal benefits
the aggregate amount of which exceeded the lesser of $50,000 or 10% of the
total annual salary and bonus reported for 1999 for such officer in the
Summary Compensation Table.
(b) The amounts represent discretionary matching contributions made by the
Company and allocated forfeitures resulting from employee terminations as
determined under terms of the Company's 401(k) Plan and Trust. All
employees participating in the Company's 401(k) Plan and Trust receive
matching contributions and forfeitures on equivalent terms. The amounts
also include discretionary matching contributions made by the Bank as
determined under terms of the Bank's Deferred Compensation Plan and a
charge (credit) to reflect the appreciation (depreciation) of the
participants' account balance during the year. In addition, the Deferred
Compensation Plan provides for payment of a death benefit in the event that
a participant dies while in active service. At January 1, 2000, the death
benefit for each of the Executive Officers was as follows: Mr. Bond, Jr.,
$925,000; Mr. Galeone, $720,000; Mr. Locke, $356,000; and Mr. Scaldara,
Jr., $750,000.
Option Grants in Last Fiscal Year
The table below provides analysis of all individual grants of stock options
made during the year ended December 31, 1999 to the Executive Officers:
<TABLE>
<CAPTION>
Percent of
Number of Total Options
Securities Granted to
Underlying Employees in Exercise or Grant Date
Name Options Granted (b) Fiscal Year Base Price Expiration Date Value (a)
- ----------------------- ------------------- -------------- ----------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
John M. Bond, Jr. 12,000 24.8% $16.00 January 20, 2009 $77,640
Michael T. Galeone 2,000 4.1% $16.00 January 18, 2009 $12,940
Robert W. Locke 3,500 7.2% $16.00 January 18, 2009 $22,645
Scott C. Nicholson 2,000 4.1% $16.00 January 18, 2009 $12,940
John A. Scaldara, Jr. 5,000 10.3% $16.00 January 18, 2009 $32,350
</TABLE>
_____________________________________________
(a) Estimated using the Black-Scholes option pricing model and the
following assumptions as of the grant date:
Dividend yield 2.00%
Expected volatility 35.03%
Risk free interest rate (average) 4.70%
Expected life 10 years
(b) The stock options granted become vested to the extent of 25% after one
year from the date of grant, 50% after two years from the date of
grant, 75% after three years from the date of grant and 100% after
four years from the date of grant.
14
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The table below provides an analysis of aggregated stock options exercised
during 1999 and outstanding stock options as of December 31, 1999 for the
Executive Officers. There were no adjustments or amendments to the exercise
price of stock options previously awarded to any Executive Officer during 1999.
<TABLE>
<CAPTION>
Shares of
Common Stock Underlying Value of Unexercised
Shares of Common Unexercised Options In-The-Money
Stock Acquired Value at Fiscal Year-End Options at Fiscal Year-End
------------------------- ------ -------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
John M. Bond, Jr. - $ - 21,000 42, 000 $ 71,363 -
Michael T. Galeone 2,200 $ 15,934 16,800 8,000 $ 97,863 -
Robert W. Locke 2,200 $ 16,209 5,800 9,500 $ 25,269 -
Scott C. Nicholson - $ - 8,500 9,500 $ 26,888 $ 938
John A. Scaldara, Jr. 440 $ 3,187 18,560 14,000 $ 89,524 $ 938
</TABLE>
15
<PAGE>
Employment Contracts and Change in Control Agreements
The Company and the Bank entered into an employment agreement dated
February 26, 1996 with John M. Bond, Jr. (the "Agreement"). The terms of the
Agreement continue until the earlier of (i) the close of business on the date
which is three years after the date on which either party provides written
notice of termination, other than for "cause", as defined in the Agreement, but
no later than the close of business on the sixty-fifth birthday of Mr. Bond,
Jr., or (ii) the date on which Mr. Bond, Jr.'s employment is otherwise
terminated pursuant to the provisions of the Agreement. Under terms of the
Agreement, Mr. Bond, Jr. serves as President and Chief Executive Officer of the
Companies with a minimum annual base compensation of $250,000 effective January
1, 2000, which is subject to normal periodic review, at least annually, for
increases based on the salary policies of the Companies and Mr. Bond, Jr.'s
contributions to the Companies. Mr. Bond, Jr. is also entitled to participate in
all incentive and benefit programs offered by the Companies. If Mr. Bond, Jr.'s
employment is terminated, other than for "cause", the Companies are required to
continue to provide benefits to him and pay his salary for a predetermined
period plus, under certain circumstances, pay an annual bonus as determined in
accordance with the terms of the Agreement. The Agreement also contains a non-
competition provision which prohibits Mr. Bond, Jr., during his employment with
the Companies, or for a period of three years following voluntary resignation or
termination for "cause", from directly or indirectly engaging in activities
competitive with the business of the Companies.
The Agreement also provides that in the event of (i) termination, other
than for "cause", (ii) resignation due to a significant change in the nature or
scope of authority and duties, or (iii) resignation as a result of not having
been offered a new employment agreement with similar terms, 90 days prior to, or
within one year after, any "change in control" (as defined in the Agreement) of
the Companies, Mr. Bond, Jr., within 15 days of termination, will be paid a lump
sum payment equal to three times the sum of his annual base compensation and the
average of the bonuses paid to him over the past three years. In the event of
voluntary resignation 90 days prior to, or within one year after, any "change in
control" of the Companies, Mr. Bond, Jr., within 15 days of resignation, will be
paid a lump sum payment equal to the sum of his annual base salary and the
average of the bonuses paid to him over the past three years. Any payments made
in connection with a "change in control" of the Companies after Mr. Bond, Jr.
reaches 62 years of age will be pro-rated to age 65.
Messrs. Galeone, Locke, Nicholson and Scaldara also have employment
agreements specifying minimum annual base compensation of $168,000, $132,000,
$132,000 and $146,000, respectively, effective January 1, 2000. The other terms
of these agreements are similar to those of the Agreement, except that the
duration is a two-year continuous period and the lump sum payment payable in the
event of
16
<PAGE>
(i) termination other than for "cause", (ii) resignation due to a significant
change in the nature and scope of authorities and duties, or (iii) resignation
as a result of not having been offered a new employment agreement with similar
terms, 90 days prior to, or within one year after, any "change in control" of
the Companies is equal to two times the sum of the applicable officer's base
annual compensation and the average of such officer's bonuses for the past three
years. In addition, any payments made in connection with a "change in control"
of the Companies after reaching 63 years of age will be pro-rated to age 65.
The Company's 1987 Stock Option Plan, as amended, 1990 Stock Option Plan,
1997 Stock Option Plan, 401(k) Plan, and the Bank's Deferred Compensation Plan
all provide that in the event of a "change in control" (as defined by each of
the plans), all amounts not fully vested become immediately 100% vested.
Stockholder Return Performance Graph
The following graph compares the cumulative total return on the Company's
Common Stock during the five years ended December 31, 1999 with that of a broad
market index (Nasdaq, U.S. Companies), and two industry peer group indices: (i)
SNL Securities LC Bank Index for banks with assets from $250 million through
$500 million ("SNL $250-$500M Bank Index") and (ii) publicly traded commercial
banks in Maryland, Pennsylvania, Virginia and the District of Columbia with
total assets less than $1 billion ("CBMD Peer Group"). The graph assumes $100
was invested on December 31, 1994 in the Company's Common Stock and in each of
the indices and assumes reinvestment of dividends.
Five Year Cumulative Return
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Index Data:
<S> <C> <C> <C> <C> <C> <C>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
Columbia Bancorp 100.00 129.75 163.38 266.30 271.02 185.11
</TABLE>
17
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Nasdaq - Total US 100.00 141.33 173.89 213.07 300.25 542.43
SNL $250-$500M Bank Index 100.00 134.95 175.23 303.07 271.41 252.50
CBMD Peer Group 100.00 116.02 134.14 211.89 201.27 177.19
</TABLE>
INDEPENDENT AUDITORS
The Board of Directors of the Company has selected KPMG LLP, independent
auditors, to audit the Company's financial statements for the year ending
December 31, 2000. KPMG LLP has performed the annual audits of the Company
since its inception. Representatives of KPMG LLP plan to attend the Annual
Meeting and will be available to answer appropriate questions. The
representatives will have the opportunity to make a statement at the meeting if
they so desire.
OTHER MATTERS
The Board of Directors of the Company knows of no matters to be presented
for action at the Annual Meeting other than those mentioned above; however, if
any other matters properly come before the Annual Meeting, it is intended that
the persons named in the accompanying proxy will vote on such other matters in
accordance with their judgment of the best interests of the Company. Other than
the election of directors, each matter to be submitted to the stockholders
requires the affirmative vote of a majority of all the shares voted at the
meeting or a majority of all the shares outstanding and entitled to be voted.
Abstentions and broker non-votes are treated as shares not voted.
STOCKHOLDER PROPOSALS
All stockholder proposals intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company not later than December
15, 2000 for inclusion in the Company's proxy statement and proxy relating to
that meeting. The Company's by-laws require stockholders who intend to propose
business for consideration by stockholders at an annual meeting, other than
stockholder proposals that are included in the proxy statement, to give written
notice to the Secretary of the Company not less than sixty days and not more
than ninety days before the anniversary of the prior year's meeting. A
stockholder must submit a matter to be raised at the Company's 2001 meeting of
stockholders on or after February 15, 2001, but not later than March 17, 2001.
The written notice should be sent to the Company's principal office and must
include a brief description of the business, the reasons for conducting such
business, any material interest the stockholder has in such business, the name
and address of the stockholder as they appear on the Company's books and the
number of shares of the Company's Common Stock the stockholder beneficially
owns. If a stockholder intends to present a stockholder proposal at the 2001
Annual Meeting in a manner other than the inclusion of the proposal in the
Company's proxy statement and proxy relating to that meeting, unless the
stockholder notifies the Company of such intention by February 28, 2001, the
proxy holders named by the Company may exercise their discretionary voting
authority on the matter in accordance with their best judgement.
REPORT ON FORM 10-K
The Annual Report on Form 10-K and applicable exhibits are available to
stockholders free of charge upon written request. Requests should be sent to
Columbia Bancorp, 10480 Little Patuxent Parkway, Columbia, Maryland 21044,
Attention: John A. Scaldara, Jr. (E-mail: [email protected]).
By Order of the Board of Directors
John A. Scaldara, Jr.
Corporate Secretary
April 13, 2000
18
<PAGE>
REVOCABLE PROXY
COLUMBIA BANCORP
[_] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Columbia Bancorp hereby appoints James R. Moxley,
Jr. and Herschel L. Langenthal, or either of them, the lawful attorneys and
proxies of the undersigned, with several powers of substitution, to vote all
shares of Common Stock of Columbia Bancorp which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held May 16, 2000, and at any
and all adjournments and postponements thereof. Any and all proxies heretofore
given are hereby revoked.
Please be sure to sign and date this Proxy in the box below.
19
<PAGE>
For Withhold For All
Except
1. Election of Directors [_] [_] [_]
A. Bhasin, R. Bowie, Jr., G. Clark, Jr., K. Michael, M. Simpkins, R. Smelkinson
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
_______________________________
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1 and in the best judgment of the proxy holders on all
---
other matters.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
