UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
FIRST REPUBLIC BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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>
FIRST REPUBLIC BANCORP, INC.
1608 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
----------------
March 26, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of the
Shareholders of First Republic Bancorp, Inc. to be held on Tuesday, April 29,
1997 at 4:00 p.m., prevailing Philadelphia time, at the Pyramid Club, 1735
Market Street, 52nd Floor, Philadelphia, PA 19103.
This year's proposals for the Annual Meeting relate solely to (i) the
election of directors; and (ii) the transaction of such other business as may be
properly brought before the Annual Meeting.
Enclosed along with your proxy materials is a copy of the Corporation's
1996 Annual Report to shareholders.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Harry D. Madonna, Esq.
Harry D. Madonna, Esq.
Chairman of the Board
<PAGE>
FIRST REPUBLIC BANCORP, INC.
1608 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1997
-----------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the 1997 Annual Meeting of Shareholders (the
"Annual Meeting") of First Republic Bancorp, Inc. (the "Corporation") will be
held on Tuesday, April 29, 1997 at 3:00 p.m., prevailing Philadelphia time, at
the Pyramid Club, Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103
to consider and act upon:
1. The election of five (5) Class II Directors and one (1) Class I
Director of the Corporation;
2. The transaction of such other business as may be properly brought
before the Annual Meeting or any adjournment thereof.
Shareholders of record of the Corporation at the close of business on March
14, 1997 will be entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete and sign
the enclosed proxy card and return it promptly to the Corporation in the
enclosed envelope, which requires no postage if mailed in the United States. At
any time prior to being voted, your proxy is revocable by delivering written
notice to the Corporation in accordance with the instructions set forth in the
Proxy Statement or by voting at the Annual Meeting in person.
IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY CARD PROMPTLY, REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING.
March 26, 1997
/s/ George S. Rapp
George S. Rapp
Executive Vice President
Chief Operating Officer and
Corporate Secretary
<PAGE>
TABLE OF CONTENTS
PAGE
PROXY STATEMENT........................................................... 1
General Information.................................................... 1
Voting and Revocability of Proxies..................................... 1
Solicitation of Proxies................................................ 1
Voting Securities and Holders Thereof.................................. 2
Shareholder Proposals and Nominations for the 1998 Annual Meeting...... 2
Annual Report on Form 10-KSB........................................... 2
Resignations........................................................... 2
ELECTION OF DIRECTORS..................................................... 3
Information Concerning Nominees and Continuing Directors............... 3-6
Board Committees....................................................... 6
Description of Executive Officers...................................... 7
Quorum and Voting Requirements......................................... 8
Accountants............................................................ 8
Recommendation of Board of Directors................................... 8
OTHER MATTERS............................................................. 8
<PAGE>
FIRST REPUBLIC BANCORP, INC.
1608 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19103
-----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 29, 1997
-----------------
PROXY STATEMENT
-----------------
GENERAL INFORMATION
This Proxy Statement has been prepared and is being distributed in
connection with the solicitation by the Board of Directors of First Republic
Bancorp, Inc. (the "Corporation") of proxies in the enclosed form for use at the
1997 Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 29, 1997 at 3:00 p.m., prevailing Philadelphia time, at the Pyramid Club,
Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103. (Such meeting
and any adjournment(s) or postponement(s) thereof will be hereinafter referred
to as the "Annual Meeting"). This Proxy Statement is being first given or sent
to shareholders of the Corporation on or about March 26, 1997.
VOTING AND REVOCABILITY OF PROXIES
Unless contrary instructions are indicated, all shares represented by valid
proxies received pursuant to this solicitation (and not revoked before they are
voted) will be voted FOR the election of the nominees for Directors named herein
and FOR the other matters described in this Proxy Statement in the manner stated
in the accompanying proxy. As of the date of this Proxy Statement, the Board of
Directors knows of no business that will be presented for consideration at the
Annual Meeting other than that referred to above. If any other business properly
comes before the Annual Meeting, the persons designated in the enclosed proxy
will vote on such business in accordance with their best judgment.
Any shareholder who executes and returns a proxy card may revoke it at any
time before it is exercised by delivering to George S. Rapp, Secretary of the
Corporation, at the principal executive offices of the Corporation at 1608
Walnut Street, Philadelphia, PA 19103, either an instrument revoking the proxy,
or a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
SOLICITATION OF PROXIES
Your proxy is being solicited by the Board of Directors of the Corporation
for use in connection with the Annual Meeting. The cost of such solicitation
will be borne by the Corporation. Proxies may be solicited in person or by mail,
telephone, telegram, mailgram or other means by directors, officers, employees
and management of the Corporation; however, such persons will not receive any
fees for such solicitation. Brokers, nominees, fiduciaries and other custodians
have been requested to forward such soliciting material to the beneficial owners
of shares held of record by them, and such custodians may be reimbursed for
their expenses.
VOTING SECURITIES AND HOLDERS THEREOF
As of the close of business on March 14, 1997, the record date for voting
at the Annual Meeting, the Corporation had 2,847,969 shares of Common Stock
outstanding, par value $.01 per share (the "Common Stock"), held by
approximately 334 registered shareholders of record. Holders of Common Stock are
entitled to one vote per share on all matters to be voted upon at the Annual
Meeting. As of the date hereof there are no other classes of the Corporation's
capital stock issued or outstanding.
1
<PAGE>
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 1998 ANNUAL MEETING
Any shareholder who intends to present a proposal for consideration at the
Corporation's 1998 Annual Meeting of Shareholders must, 120 days prior to the
annual meeting, submit his proposal to the Corporation and notify the
Corporation that she or he intends to appear personally at the 1998 Annual
Meeting to present her or his proposal in order to have the Corporation consider
the inclusion of such proposal in the Corporation's 1998 proxy statement and
form of proxy relating to the 1998 Annual Meeting. Reference is made to Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for information concerning the content and form of such proposal and the manner
in which such proposal must be made.
Nominations for election to the Board of Directors at the 1998 Annual
Meeting may be made only in writing by a shareholder entitled to vote at the
1998 Annual Meeting of Shareholders. Such nominations must be addressed as
follows: George S. Rapp, Corporate Secretary, First Republic Bancorp, Inc., 1608
Walnut Street, Philadelphia, Pennsylvania 19103. Nominations for the 1998 Annual
Meeting must be received by the Secretary 120 days prior to the 1998 annual
meeting and must be accompanied by the following information: (i) the name and
address of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of stock entitled to
vote at the meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (iii) a description
of all arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder; (iv) such
other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had each nominee been
nominated or intended to be nominated by the Board of Directors of the
Corporation; and, (v) the consent of each nominee to serve as a director of the
Corporation if so elected. The Chairman of any meeting of shareholders held to
elect directors and the Board of Directors may refuse to recognize the
nomination of any person not made in compliance with such provisions.
ANNUAL REPORT ON FORM 10-KSB
The Corporation will provide without charge to each shareholder of the
Corporation, upon receipt of a written request, a full copy of the Corporation's
1996 annual report on Form 10-KSB, including all materials filed as an exhibit
or schedule thereto. A request for such copy should be delivered to George S.
Rapp, Secretary, First Republic Bancorp, Inc., 1608 Walnut Street, Philadelphia,
PA 19103. Such request should also set forth a good faith representation that,
as of March 14, 1997, the requesting party was a beneficial owner of the
Corporation's Common Stock.
RESIGNATIONS
Mr. Allen L. Kramer has decided not to stand for re-nomination. Mr. Kramer
is a Class II Director. The Board of Directors have decided not to fill this
vacancy, thus leaving five (5) Class II Directors.
Mr. John O'Donnell, Ph.D. has resigned from the Board of Directors
effective March 31, 1997. Mr. O'Donnell was a Class III Director. The Board has
not made a final determination as to whether or not Mr. O'Donnell's position
will be filled. If the Directorship is not filled, there would be five (5) Class
III Directors.
Mr. Zvi H. Muscal has resigned as a director and officer of the Corporation
effective as of February 28, 1997. Mr. Muscal was a Class I Director whose term
expired February 1998. The Board has determined to fill this vacancy by
nominating Mr. Zeev Shenkman. Mr. Shenkman's background is discussed in the
following section.
2
<PAGE>
ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES AND CONTINUING DIRECTORS
The Corporation's By-Laws provide for the classification of directors into
three classes, as nearly equal in number as possible, with approximately
one-third of the directors to be elected annually for three-year terms. The
by-laws provide that the Board may consist of not less than 5 directors and not
more than 25 directors. The actual number of positions on the Board of Directors
at a given time is to be set, within the above limits, by the Board of Directors
from time to time.
The Nominating Committee recommends nominees for directors to the Board.
The Nominating Committee and the Board have nominated the five (5) current Class
II directors, whose terms expire this year and all of whom have agreed to be
named as a nominee, to stand for re-election as Class II directors at the Annual
Meeting. In addition, the Nominating Committee and the Board is nominating Mr.
Zeev Shenkman to be a Class I Director.
As of the Annual Meeting, the Board shall have fifteen (15) members (Class
I - five (5) directors; Class II - five (5) directors; Class III - five (5)
directors). Class I directors' terms expire in 1999. The current Class III
directors' terms expire in 1998, and the current Class II directors' terms
expire in 1997.
The nominees for Class II Directors are Daniel S. Berman, John F. D'Aprix,
Eustace W. Mita, James E. Schleif and Harris Wildstein, all of whom presently
serve on the Board. Mr. Zeev Shenkman is a nominee for Class I Director.
Each of the persons listed above as a nominee has agreed to be named as a
nominee for Director in this Proxy Statement and has consented to serve as a
Director if elected. The Corporation expects all nominees to be willing and able
to serve. The Board of Directors may designate a substitute nominee to replace
any bona fide nominee who was nominated and who, for any reason, becomes
unavailable for election as a Director. If any of the nominees shall become
unable to serve, the persons designated in the enclosed proxy will vote for the
election of such other person or persons as the Board of Directors may
recommend. It is presently anticipated that each person elected as a director of
the Corporation at the Annual Meeting, as well as all other continuing members
of the Board, will be elected by the Corporation as a director of the
Corporation's wholly-owned subsidiary, First Republic Bank (the "Bank")
following the Annual Meeting.
Mr. Berman is the President of Berman Development Corporation (real estate
development) since 1990 and has been a member of the Board of Directors of
Republic Bancorporation ("Republic") with which the Corporation merged in June
1996, since 1988.
Mr. D'Aprix has served as President of Pennsylvania College of Podiatric
Medicine since March 1995 and has served as Chairman and C.E.O. of HouseCare
America, Inc. (managed home healthcare), 1993 to present. From 12/91 to 12/92
Mr. D'Aprix was Chairman of Artran Scanning Technology. Mr. D'Aprix has served
as a Director since 1991.
Mr. Mita is Chief Operating Officer of HAC Group, Inc (training
consulting). He has held this position since 1989. Mr. Mita has served as a
Director of Republic since 1988.
Mr. Schleif has been Executive Vice President, Administration and Finance,
Mercy Health Corporation of Southeastern Pennsylvania since 1978 and has served
as a Director since 1993.
Mr. Wildstein has been President of R&S Imports, Ltd. and Vice President of
HVW, Inc. (auto dealerships) since 1978. Mr. Wildstein has served as a Director
of Republic since 1988.
Zeev Shenkman is Executive Vice President and Chief Financial Officer of
Global Sports Inc., 1996 to present. He was a private investor from 1995 to 1996
and was the Executive Vice President and Chief Financial Officer of Today's Man,
Inc. from 1984 to 1995. From 1988 to 1995, Mr. Shenkman was a director of the
Corporation.
3
<PAGE>
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ELECTION OF ALL NOMINEES.
Set forth below is certain information with respect to each of the nominees
for election to the Board of Directors, as well as to each of the other
continuing directors of the Corporation, including name, age, current class, the
period during which such person has served as a Director of the Corporation, if
any, such person's principal occupation and employment during the past five
years and the amount and percentage of the Corporation's Common Stock (based
upon 2,847,969 shares of Common Stock issued and outstanding as of March 14,
1997) beneficially owned (as determined in accordance with Rule 13d-3 of the
1934 Act) by such person as of March 14, 1997. It is the intention of the
persons named in the accompanying form of proxy to vote for all those nominees
listed above. The amount of shares listed below does not include the effect of
the 20% stock dividend payable on April 15, 1997.
<TABLE>
<CAPTION>
CORPORATION'S COMMON STOCK
POSITION WITH THE BENEFICIALLY OWNED,
CURRENT CORPORATION/PRINCIPAL OCCUPATION DIRECTOR DIRECTLY OR INDIRECTLY, ON
NAME CLASS AGE DURING THE PAST FIVE YEARS SINCE MARCH 14, 1997
AMOUNT OUTSTANDING
<S> <C> <C> <C> <C> <C> <C>
Harry D. Madonna, Esq. * III 54 Chairman of the Board of the 1988 203,410 7.14%
Corporation; Partner, Blank,
Rome, Comisky & McCauley, 1977
to present
Michael J. Bradley III 51 Vice Chairman of the Board of 1988 40,000 1.41%
the Corporation and the Bank;
Executive Vice President,
Acute and Ambulatory Services,
Mercy Health Corporation of
Southeastern Pennsylvania;
Principal, Paragon Management
Group, Inc. (management
consulting), 1991 to present.
Kenneth Adelberg * I 45 Director of the Corporation 1988 67,222 2.37%
and the Bank; President of The
Hifi House Group of Companies
(telecommunications
equipment), 1976 to present
William Batoff * I 62 Director of the Corporation 1988 37,989 1.34%
and the Bank; President,
Pioneer of Philadelphia Title
Insurance Company, 1973 to
1993; Senior Consultant,
Cassidy & Associates
(government relations
consulting firm), 1992 to
present
Daniel S. Berman * II 36 Director of the Corporation 1988 24,908 .88%
(Nominee) and the Bank; President,
Berman Development
Corporation (real estate
development), 1990 to present
4
<PAGE>
CORPORATION'S COMMON STOCK
POSITION WITH THE BENEFICIALLY OWNED,
CURRENT CORPORATION/PRINCIPAL OCCUPATION DIRECTOR DIRECTLY OR INDIRECTLY, ON
NAME CLASS AGE DURING THE PAST FIVE YEARS SINCE MARCH 14, 1997
AMOUNT OUTSTANDING
John F. D'Aprix II 53 Director of the Corporation 1991 8,000 8.28%
(Nominee) and the Bank; President,
Pennsylvania College of
Podiatric Medicine, March 1995
to present; Chairman and CEO
of HouseCare America, Inc.
(Managed home healthcare),
1993 to present; Chairman
Artran Scanning Technology
(Imaging services), 12/91 to
12/92
Sheldon E. Goldberg I 64 Director of the Corporation 1989 45,750 1.61%
and the Bank; General Partner,
Cumberland Advisors, Vineland,
NJ (investment advisers), 1973
to present
Gerald Levinson III 64 Director of the Corporation 1989 6,252 .22%
and the Bank; Independent
Financial Consultant, July
1985 to present; Director; The
Lannett Company (public
pharmaceutical company), 1979
to present.
Eustace W. Mita * II 45 Director of the Corporation 1988 48,928 1.72%
(Nominee) and the Bank; Chief Operating
Officer , HAC Group, Inc.
(training consulting), 1989 to
present.
Neal I. Rodin * III 58 Director of the Corporation 1988 79,526 2.80%
and the Bank President, The
Rodin Group (real estate
investment), 1975 to present.
James E. Schleif II 54 Director of the Corporation 1993 16,000 .56%
and the Bank; Executive Vice
President, Administration and
Finance, Mercy Health
Corporation of Southeastern
Pennsylvania (Chief Financial
Officer) 1978 to present.
Zeev Shenkman (Nominee) I 45 Executive Vice President and -- 120,000 4.21%
Chief Financial Officer of
Global Sports, Inc. 1996 to
present. Executive Vice
President and Chief Financial
Officer of Today's Man, Inc.
1984 to 1995. Former director
of ExecuFirst Bancorp, parent
company of First Executive
Bank.
5
<PAGE>
CORPORATION'S COMMON STOCK
POSITION WITH THE BENEFICIALLY OWNED,
CURRENT CORPORATION/PRINCIPAL OCCUPATION DIRECTOR DIRECTLY OR INDIRECTLY, ON
NAME CLASS AGE DURING THE PAST FIVE YEARS SINCE MARCH 14, 1997
AMOUNT OUTSTANDING
Steven J. Shotz * III 51 Director of the Corporation 1988 119,529 114.21%
and the Bank; President of
Quantum Group, Inc. (Venture
capital group), 1995 to
present; President and Chief
Executive Officer, Shotz,
Miller, Glusman, Footer &
Magarick, P.C., (Accounting
firm), 1980 to 1994.
Rolf A. Stensrud * I 58 Director, President, and Chief 1988 58,339 2.06%
Executive Officer of the
Corporation and the Bank;
former President and Chief
Executive Officer Republic
Bankcorporation and Republic
Bank.
Harris Wildstein, Esq. * II 51 Director of the Corporation 1988 154,181 5.41%
(Nominee) and the Bank; President of
R&S Imports, Ltd. and
Vice President of HVW,
Inc. (Auto dealerships), 1978
to present
All continuing directors 1,030,034 36.17%
and nominees as a group
(15 persons)
- --------------------------------------------------
<FN>
* Previously a member of the Board of Directors of Republic.
</FN>
</TABLE>
BOARD COMMITTEES
The Corporation's Board of Directors has organized standing executive,
audit, finance, nominating and option committees.
Executive Committee. The Executive Committee is composed of the following
directors: Messrs. Madonna (Co- chairman), Bradley (Co-chairman), D'Aprix,
Goldberg, Shotz, Stensrud and Wildstein. The Executive Committee is authorized
to exercise all of the authority of the Board in the management of the
Corporation's affairs between Board meetings, unless otherwise provided by the
by-laws or applicable law. The Executive Committee held 9 meetings during 1996.
Audit Committee. The Audit Committee is composed of the following
independent directors: Messrs. Goldberg (Chairman), Batoff, Levinson, Schleif
and Shotz. Messrs. Madonna and Bradley are ex-officio members of the Audit
Committee. The Audit Committee provides general financial oversight in financial
reporting and the adequacy of the Corporation's internal controls through
meetings with the Corporation's management and its independent auditors. The
Audit Committee held 4 meetings during 1996.
Finance Committee. The Finance Committee is composed of the following
directors: Messrs. Schleif (Chairman), Adelberg, Mita, and Rodin. The Finance
Committee is authorized to review strategies and the business plan of the
Corporation, Asset/Liability Policy and overall financial condition. The Finance
Committee held 4 meetings in 1996.
6
<PAGE>
Nominating Committee. The Nominating Committee is composed of the following
directors: Messrs. Wildstein (Chairman), Shotz, and Goldberg. The Nominating
Committee decides upon and suggests to the Board of Directors candidates for
appointment or election to the Board of Directors. The Nominating Committee will
consider nominees recommended by securityholders for nomination for election at
the annual meetings of the Corporation's shareholders if such nominations are
made as described above under "Shareholder Proposals and Nominations for the
1998 Annual Meeting". The Nominating Committee held no meetings in 1996 and l
meeting in 1997.
Option Committee. The Option Committee is composed of the following
directors: Messrs. Adelberg (Chairman) and Berman. The Option Committee is
authorized to grant options including the evaluation of executive management's
performance. The Option Committee held 1 meeting in 1996.
During 1996, the Corporation's Board of Directors held 9 meetings. No
continuing director attended fewer than 75% of the aggregate number of meetings
of the Board of Directors and meetings of the committees, if any, on which such
directors served, held during 1996.
DESCRIPTION OF EXECUTIVE OFFICERS
Set forth below is certain information with respect to each of the
executive officers of the Corporation as of March 14, 1997, other than Mr.
Madonna, as to whom information is set forth above, including such officers'
names, ages, and principal employment prior to joining the Corporation.
<TABLE>
<CAPTION>
NAME/POSITION AGE PRINCIPAL OCCUPATION PRIOR TO JOINING THE CORPORATION
<S> <C> <C>
Rolf A. Stensrud 58 President and Chief Executive Officer, Republic
President and Bancorporation and Republic Bank
Chief Executive Officer
George S. Rapp 44 Executive Vice President and Chief Financial Officer,
Executive Vice President and Old York Road Bancorp, Willow Grove, PA - March
Chief Financial Officer 1993 to February 1995
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act required the Corporation's officers and
directors and persons who own more than ten percent of a registered class of the
Corporation's equity securities (collectively, the "Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Corporation with copies of these reports.
Based on the Corporation's review of the copies of the reports received by
it, the Corporation believes that all filings required to be made by Reporting
Persons for the period January 1, 1995 through December 31, 1996 were made on a
timely basis except that reports on Form 4 relating to transactions were
inadvertently filed subsequent to the applicable due dates for Directors Kenneth
Adelberg, Michael J. Bradley, and Daniel S. Berman, involving 3800, 2500, and
21,144 shares, respectively.
7
<PAGE>
QUORUM AND VOTING REQUIREMENTS
A quorum for the purpose of acting upon this Proposal requires the
presence, in person or by proxy, of the holders of at least a majority of the
outstanding shares of the Corporation's Common Stock.
The approval of this Proposal requires the affirmative vote of the holders
of a majority of the shares of Common Stock present and voting, in person or by
proxy.
ACCOUNTANTS
The Corporation has not yet selected an accountant for Fiscal Year 1997,
hence is not requiring ratification of an appointment of an accounting firm at
this time. The Corporation will be forwarding requests for proposals to a number
of accounting firms including its present accountant, Coopers and Lybrand, LLP.
Representatives of Coopers & Lybrand are expected to be present at the Annual
Meeting and, will be available to respond to appropriate questions. Coopers &
Lybrand will be granted the opportunity to make a statement if they desire to do
so. There is no dispute between the Corporation and Coopers & Lybrand relating
to any accounting methodologies, issues or financial disclosure as of this time,
nor does the Corporation know of any such disputes that may develop.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE ELECTION OF ALL NOMINEES.
OTHER MATTERS
Management does not know of any other matters to come before the meeting.
However, if any other matters properly come before the meeting, it is the
intention of the persons designated as proxies to vote in accordance with their
best judgment on such matters. The Shareholders, present and voting at the
Annual Meeting, may extend by adjournment the Annual Meeting as provided in the
By-laws.
IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY CARD PROMPTLY, REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors,
/s/ George S. Rapp
George S. Rapp, Executive Vice President
Chief Financial Officer and Corporate
Secretary
March 26, 1997
8
<PAGE>
FIRST REPUBLIC BANCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- April 29, 1997
The undersigned shareholder of FIRST REPUBLIC BANCORP, INC. (the "Corporation"),
revoking all previous proxies, hereby constitutes and appoints Madeline M.
McLaughlin and Paul A. Verdi, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution, for and
in the name and stead of the undersigned, to attend the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, April 29, 1997 at 4:00
P.M. at the Pyramid Club, Mellon Bank Center, 1735 Market Street, Philadelphia,
Pennsylvania, and to vote all shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at such Annual
Meeting, and at any adjournment or postponement thereof; provided that said
proxies are authorized and directed, to vote as indicated with respect to the
following matters:
1. |_| FOR all nominees for director named below.
|_| WITHHOLD AUTHORITY to vote for all nominees for director named below.
|_| FOR all nominees for director named below, except WITHHOLD AUTHORITY to
vote for the nominee(s) whose name(s) is (are) line through. Nominees:
Daniel S. Berman, John F. D'Aprix, Eustace W. Mita, James E. Schleif,
Harris Wildstein and Zeev Shenkman
2. In their discretion, the proxies will vote on such other business as may
properly come before the meeting.
<PAGE>
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE NOMINEES. This proxy also delegates discretionary authority to vote
with respect to any other business which may properly come before the meeting or
any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ANNUAL REPORT, NOTICE OF SAID
MEETING AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. This
undersigned also hereby ratifies all that the said attorneys and proxies may do
by virtue hereof and hereby confirms that this proxy shall be valid and may be
voted whether or not the shareholder's name is signed as set forth below or a
seal is affixed or the description, authority or capacity of the person signing
is given or other defect of signature exists.
NOTE: PLEASE MARK, DATE AND SIGN THIS PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE. Please sign this proxy exactly as it appears in address below. If
shares are registered in more than one name, all owners should sign. If signing
in a fiduciary or representative capacity, such as attorney-in-fact, executor,
administrator, trustee or guardian, please give full title and attach evidence
of authority. Corporations please sign with full corporate name by a duly
authorized officer and affix the corporate seal.
Date__________________________________________, 1997
_____________________________________________(SEAL)
(Shareholder's signature)
_____________________________________________(SEAL)
(Shareholder's signature)
___________________________________________ SHARES
