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
REPUBLIC FIRST 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>
[ LETTERHEAD ]
March 26, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of the
Shareholders of Republic First Bancorp, Inc. to be held on Tuesday, April 28,
1998 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; (ii) the ratification of the appointment of accountants
for 1998; and (iii) 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 1997
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>
REPUBLIC FIRST BANCORP, INC.
1608 Walnut Street
Philadelphia, Pennsylvania 19103
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1998
------------------------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of Republic First Bancorp, Inc. (the "Corporation") will be
held on Tuesday, April 28, 1998 at 4:00 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 four (4) Class III Directors of the Corporation;
2. The ratification of the appointment of accountants for 1998;
3. 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 24, 1998 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, 1998
/s/ George S. Rapp
George S. Rapp
Executive Vice President,
Chief Financial 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 1999 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............................................... 7
Description of Executive Officers.............................. 8
Compliance With Section 16(a) of the Exchange Act.............. 8
Quorum and Voting Requirements................................. 8
Accountants.................................................... 9
Recommendation of Board of Directors........................... 9
OTHER MATTERS .................................................... 9
<PAGE>
REPUBLIC FIRST BANCORP, INC.
1608 Walnut Street
Philadelphia, Pennsylvania 19103
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Tuesday, April 28, 1998
------------------------------
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 Republic First
Bancorp, Inc. (the "Corporation") of proxies in the enclosed form for use at the
1998 Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 28, 1998 at 4:00 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, 1998.
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, FOR the ratification of the appointment of accountants for 1998
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.
1
<PAGE>
Voting Securities and Holders Thereof
As of the close of business on March 24, 1998, the record date for voting
at the Annual Meeting, the Corporation had 5,515,571 shares of Common Stock
outstanding, par value $.01 per share (the "Common Stock"), held by
approximately 305 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.
Shareholder Proposals and Nominations for the 1999 Annual Meeting
Any shareholder who intends to present a proposal for consideration at
the Corporation's 1999 Annual Meeting of Shareholders must submit his proposal
to the Corporation and notify the Corporation that she or he intends to appear
personally at the 1999 Annual Meeting to present her or his proposal no later
than November 25, 1998 in order to have the Corporation consider the inclusion
of such proposal in the Corporation's 1999 proxy statement and form of proxy
relating to the 1999 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 1999 Annual
Meeting may be made only in writing by a shareholder entitled to vote at the
1999 Annual Meeting of Shareholders. Such nominations must be addressed as
follows: George S. Rapp, Corporate Secretary, Republic First Bancorp, Inc., 1608
Walnut Street, Philadelphia, Pennsylvania 19103. Nominations for the 1999 Annual
Meeting must be received by the Secretary no later than November 25, 1998 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
annual report on Form 10-KSB for the year ending December 31, 1997, including
all materials filed as an exhibit or schedule thereto. A request for such copy
should be delivered to George S. Rapp, Corporate Secretary, Republic First
Bancorp, Inc., 1608 Walnut Street, Philadelphia, PA 19103. Such request should
also set forth a good faith representation that, as of March 24, 1998, the
requesting party was a beneficial owner of the Corporation's Common Stock.
Resignations
Mr. Gerald Levinson has decided not to stand for re-nomination. Mr.
Levinson is a Class III Director. The Board of Directors have decided not to
fill this vacancy, thus leaving four (4) Class III Directors.
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 four (4) current Class
III 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 III directors at the
Annual Meeting.
As of the Annual Meeting, the Board shall have fourteen (14) members
(Class I - five (5) directors; Class II - five (5) directors; Class III - four
(4) 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 2000.
The nominees for Class III Directors are Harry D. Madonna, Esq.,
Michael J. Bradley, Neal I. Rodin, and Steven J. Shotz, all of whom presently
serve on the Board.
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. Madonna is Chairman of the Board of the Corporation and the Bank;
Partner, Blank, Rome, Comisky & McCauley, 1977 to present. Mr. Madonna has
served as a director since 1988.
Mr. Bradley is Vice Chairman of the Board of the Corporation and the
Bank; formerly Executive Vice President, Acute and Ambulatory Services, Mercy
Health Corporation of Southeastern Pennsylvania, 1995 to 1997; Principal,
Paragon Management Group, Inc. (Management consulting), 1991 to present. Mr.
Bradley has served as a director since 1988.
Mr. Rodin is a director of the Corporation and the Bank; President, The
Rodin Group (international real estate investment); President, IFC
(international financing and investing), 1975 to present. Mr. Rodin has served
as a director since 1988.
Mr. Shotz is a director of the Corporation 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. Mr. Shotz has served as director since 1988.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ELECTION OF ALL NOMINEES.
3
<PAGE>
Set forth below is certain information with respect to each of the
nominees for election to the Board of Directors, as well as 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,
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
5,515,571 shares of Common Stock issued and outstanding as of March 24, 1998)
beneficially owned (as determined in accordance with Rule 13d-3 of the 1934 Act)
by such person as of March 24, 1998. 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 includes the effect of the six for five stock
split represented by a 20% stock dividend payable on March 27, 1998.
<TABLE>
<CAPTION>
Corporation's Common Stock
Beneficially Owned (2)(3),
Position With the Corporation/ Directly or Indirectly, on
Current Principal Occupation Director March 24, 1998
Name (1) Class Age During the Past Five Years Since Amount Outstanding
<S> <C> <C> <C> <C> <C>
Harry D. Madonna, Esq. III 55 Chairman of the Board of the 1988 302,804 5.49%
(Nominee) (9) Corporation and the Bank; Partner,
Blank, Rome, Comisky & McCauley,
1977 to present.
Michael J. Bradley III 53 Vice Chairman of the Board 1988 63,600 1.15%
(Nominee) (7) of the Corporation and the Bank;
formerly 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 (4) I 45 Director of the Corporation 1988 175,998 3.19%
and the Bank; President of
The Hifi House Group of Companies
(audio & video electronics),
1976 to present
William Batoff (5) I 63 Director of the Corporation 1988 49,264 0.89%
and the Bank; President,
Pioneer of Philadelphia Title
Insurance Company, 1973 to 1993;
Managing Director, William W. Batoff
Associates (government relations
consulting firm), 1996 to the present;
Senior Consultant, Cassidy & Associates
(government relations consulting firm),
1992 to 1996; President, Acquire
Investments, Inc. (Business and financial
consulting firm), 1972 to present;
Sole Proprietor, Batoff Enterprise
Real Estate (real estate brokerage and
management), 1975 to present
Daniel S. Berman (6) II 37 Director of the Corporation 1988 37,068 0.67%
and the Bank; President,
Berman Development Corp.
(real estate development),
1990 to present
4
<PAGE>
Corporation's Common Stock
Beneficially Owned (2)(3),
Position With the Corporation/ Directly or Indirectly, on
Current Principal Occupation Director March 24, 1998
Name (1) Class Age During the Past Five Years Since Amount Outstanding
John F. D'Aprix II 55 Director of the Corporation 1991 11,520 0.21%
and the Bank; formerly President,
Pennsylvania College of Podiatric
Medicine, 1995 to 1997; Chairman and
CEO of HouseCare America, Inc.
(Managed house care), 1993 to present;
Chairman Artran Scanning Technology
(Imaging services), 1991 to 1992.
Sheldon E. Goldberg (8) I 67 Director of the Corporation 1989 57,037 1.03%
and the Bank; Partner, Investment
Advisor, Cumberland Advisors,
Vineland, NJ (investment advisers),
1973 to present; President,
Cumberland Brokerage Corp., 1990 to
present; chairman, National CD Sales, 1993
to present; Chairman, Matterhorn Asset
Management Corp., 1996 to present
Eustace W. Mita (10) II 43 Director of the Corporation 1988 70,456 1.28%
and the Bank; Chief Operating
Officer , HAC Group, Inc.
(training consulting), 1989 to present.
Neal I. Rodin (11) III 52 Director of the Corporation 1988 114,517 2.08%
(nominee) and the Bank; President,
The Rodin Group (international
real estate investment); President,
IFC (international financing
and investing), 1975 to present.
James E. Schleif II 56 Director of the Corporation 1993 32,400 0.59%
and the Bank; Executive
Vice President, Administration
and Finance, Mercy Health
Corporation of Southeastern
Pennsylvania, 1978 to present.
Zeev Shenkman I 46 Director of the Corporation 1997 178,219 3.23%
and the Bank; Chief Executive
Officer, Shen Management
Corporation; formerly Executive
Vice President and Chief Financial
Officer of Global Sports, Inc. 1996
to 1997; Executive Vice President
and Chief Financial Officer of
Today's Man, Inc. 1984 to 1995.
Steven J. Shotz (12) III 53 Director of the Corporation 1988 172,049 3.12%
(nominee) 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.
5
<PAGE>
Corporation's Common Stock
Beneficially Owned (2)(3),
Position With the Corporation/ Directly or Indirectly, on
Current Principal Occupation Director March 24, 1998
Name (1) Class Age During the Past Five Years Since Amount Outstanding
Rolf A. Stensrud(13) I 59 Director, President, and Chief 1988 84,006 1.52%
Executive Officer of the Corporation
and the Bank; former President
and Chief Executive Officer Republic
Bankcorporation and Republic Bank.
Harris Wildstein, Esq.(14) II 52 Director of the Corporation 1988 258,139 4.68%
and the Bank; President of R&S
Imports, Ltd. and Vice President
of HVW, Inc. (Auto dealerships),
1978 to present
All continuing directors and nominees as a group (14 persons) TOTALS: 1,607,077 29.14%
<FN>
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Republic First Bancorp, Inc., 1608 Walnut Street, Philadelphia, PA 19103.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within sixty (60) days
after December 31, 1997. Beneficial ownership may be disclaimed as to
certain securities.
(3) Information furnished by the directors of the Company.
(4) Includes 31,518 shares of Common Stock subject to options granted to Mr.
Adelberg which are currently exercisable. The amount also includes 85,802
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(5) Includes 23,104 shares of Common Stock subject to options granted to Mr.
Batoff which are currently exercisable.
(6) Includes 31,518 shares of Common Stock subject to options granted to Mr.
Berman which are currently exercisable.
(7) Includes 21,600 shares of Common Stock subject to options granted to Mr.
Bradley which are currently exercisable.
(8) Includes 21,600 shares of Common Stock subject to options granted to Mr.
Goldberg which are currently exercisable. The amount also includes 22,477
shares of Common Stock owned by family members which he disclaimed
beneficial ownership.
(9) Includes 185,960 shares of Common Stock subject to options granted to Mr.
Madonna which are currently exercisable. The amount also includes 798
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(10) Includes 34,655 shares of Common Stock subject to options granted to Mr.
Mita which are currently exercisable.
(11) Includes 34,655 shares of Common Stock subject to options granted to Mr.
Rodin which are currently exercisable. The amount also includes 3,110
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
6
<PAGE>
(12) Includes 109,583 shares of Common Stock subject to options granted to Mr.
Shotz which are currently exercisable.
(13) Includes 69,310 shares of Common Stock subject to options granted to Mr.
Stensrud which are currently exercisable.
(14) Includes 73,583 shares of Common Stock subject to options granted to Mr.
Wildstein which are currently exercisable.
</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
1997.
Audit Committee. The Audit Committee is composed of the following
independent directors: Messrs. Shenkman (Chairman), Batoff, 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 1997.
Loan Committee. The Loan Committee is composed of the following
directors: Messrs. Shotz (Chairman) D'Aprix, Goldberg, Strensrud, and Wildstein.
The Loan Committee is authorized to review and approve/disapprove all loan
applications presented to the Bank. The Loan Committee held 48 meetings in 1997.
Finance Committee. The Finance Committee is composed of the following
directors: Messrs. Schleif (Chairman), Adelberg, Mita, Rodin and Shenkman. 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 5 meetings in 1997.
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 1999 Annual Meeting". The Nominating Committee held 1
meeting in 1997 and l meeting in 1998.
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 no meetings in 1997 and 1 meeting in
1998.
During 1997, the Corporation's Board of Directors held 8 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 1997.
7
<PAGE>
Description of Executive Officers
Set forth below is certain information with respect to each of the
executive officers of the Corporation as of March 24, 1998, 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 59 President and Chief Executive Officer,
President and Republic Bancorporation and Republic Bank
Chief Executive Officer
George S. Rapp 45 Executive Vice President and Chief Financial Officer,
Executive Vice President and Old York Road Bancorp, Willow Grove, PA -
Chief Financial Officer and March 1993 to February 1995
Corporate Secretary
Kevin J. Gallagher 42 Executive Vice President and Chief Lending Officer,
Executive Vice President and Republic Bancorporation and Republic Bank
Chief Lending Officer
Jerome D. McTiernan 54 Executive Vice President and Chief Operating Officer,
Executive Vice President and Republic Bancorporation and Republic Bank
Chief Operating Officer
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the directors of the Corporation and/or their affiliates have
loans outstanding from the Bank. All such loans were made in the ordinary course
of the Bank's business; were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unrelated persons; and, in the opinion of management, do not
involve more than the normal risk of collectibility or present other unfavorable
features.
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, 1996 through December 31, 1997 were
made on a timely basis except that a report on Form 4 and Form 3 relating to
transactions were inadvertently filed subsequent to the applicable due dates for
Directors Wildstein and Shenkman, respectively.
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.
8
<PAGE>
ACCOUNTANTS
Proposal to ratify appointment of KPMG Peat Marwick LLP as the
Corporation's independent public accountants.
The Board of Directors has selected KPMG Peat Marwick LLP as independent
public accountants to examine the financial statements of the Corporation and to
report thereon to the Board of Directors and the shareholders for Fiscal Year
1998.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE
CORPORATION'S ACCOUNTANTS.
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, 1998
9
<PAGE>
Proxy card
REPUBLIC FIRST BANCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- April 28, 1998
The undersigned shareholder of REPUBLIC FIRST BANCORP, INC. (The "Corporation"),
revoking all previous proxies, hereby constitutes and appoints Madeline M.
McLaughlin and Paul A. Verdi, Jr., 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 28, 1998 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:
Election of Directors:
Nominees: Harry D. Madonna, Michael J. Bradley, Neal I. Rodin, Steven J. Shotz.
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.
See
Reverse
Side
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[X] Please mark your votes as in this example
This proxy when properly executed will be voted in the manner directed herein.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES.
The Board of Directors recommends a vote FOR Proposal 2.
1. Election of [ ] FOR [ ] WITHHOLD
Directors
(See Reverse)
For, except vote withheld from the following nominee(s)
____________________________________
2. Ratification of [ ] FOR [ ] AGAINST [ ] ABSTAIN
the appointment
of KPMG Peat
Marwick LLP
as the Corporation's
accountants.
3. In their discretion, the
proxies will vote on such
other business as may
properly come before the
meeting.
Signature(s)_________________________ Date_______________________
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.
