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>
[REPUBLIC FIRST BANCORP, INC. LETTERHEAD]
March 26, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of the
Shareholders of Republic First Bancorp, Inc. to be held on Tuesday, April 27,
1999 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 transaction of such other business as properly
may be brought before the Annual Meeting.
Enclosed along with your proxy materials is a copy of the Corporation's
1998 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 27, 1999
-----------------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of Republic First Bancorp, Inc. (the "Corporation") will
be held on Tuesday, April 27, 1999 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 three (3) Class I Directors of the Corporation;
2. The transaction of such other business as properly may be brought
before the Annual Meeting or any adjournment thereof.
Shareholders of record of the Corporation at the close of business on
March 10, 1999 are 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, 1999
George S. Rapp
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PROXY STATEMENT
General Information.................................................................. 1
Voting and Revocability of Proxies................................................... 1
Solicitation of Proxies.............................................................. 2
Voting Securities and Holders Thereof................................................ 2
Shareholder Proposals and Nominations for the 2000 Annual Meeting.................... 2
Annual Report on Form 10-K........................................................... 3
Resignations......................................................................... 3
ELECTION OF DIRECTORS
Recommendation of Board of Directors.................................................. 4
Information Concerning Nominees and Continuing Directors.............................. 4-7
Board Committees and Attendance....................................................... 8
Executive Officers.................................................................... 9
Certain Relationships and Related Transactions........................................ 9
Compliance With Section 16(a) of the Exchange Act..................................... 9
Quorum and Voting Requirements........................................................ 10
OTHER MATTERS ............................................................................. 10
</TABLE>
<PAGE>
REPUBLIC FIRST BANCORP, INC.
1608 Walnut Street
Philadelphia, Pennsylvania 19103
-----------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Tuesday, April 27, 1999
-----------------------
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
1999 Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 27, 1999 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, 1999.
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.
1
<PAGE>
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 10, 1999, the record date for shares
entitled to vote at the Annual Meeting, the Corporation had 5,547,993 shares of
Common Stock outstanding, par value $0.01 per share (the "Common Stock"), held
by approximately 298 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.
The presence is person or by proxy of the holders of at least a majority
of the shares of common stock outstanding on the Record Date will constitute a
quorum for purposes of conducting business at the Meeting. For purposes of
determining the votes cast with respect to any matter presented for
consideration at the Meeting only those votes cast "FOR" or "AGAINST" are
included. Abstentions and broker non-votes (i.e., shares held by brokers on
behalf of their customers, which may not be voted on certain matters because the
brokers have not received specific voting instructions from their customers with
respect to such matters) will be counted solely for the purposes of determining
whether a quorum is present.
On or about September 3, 1998, Kenneth Tepper, President and Chief
Executive Officer of USBancShares, Inc. and Zeev Shenkman, Vice Chairman of the
Board of Directors of USBancShares, Inc. filed a Schedule 13D under the
Securities Act of 1934 indicating that USBancShares and Mr. Shenkman, acting as
a group, had acquired 287,660 shares or approximately 5.12% of common stock of
the corporation's outstanding on that date. As set forth in the Schedule 13D,
USBancShares and Mr. Shenkman indicated that they "acquired the shares as an
investment."
As of the Record Date, Harris Wildstein, Esquire, a director of the
Corporation and the Bank, was the beneficial owner (as determined in accordance
with Rule 13d-3 of the 1934 Act) directly or indirectly, of 294,046 shares (or
5.30%) of the Corporation's Common Stock.
Shareholder Proposals and Nominations for the year 2000 Annual Meeting
Any shareholder who intends to present a proposal for consideration at the
Corporation's year 2000 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 year 2000 Annual Meeting to present her or his proposal no
later than November 26, 1999 in order to have the Corporation consider the
inclusion of such proposal in the Corporation's year 2000 proxy statement and
form of proxy relating to the year 2000 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.
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Nominations for election to the Board of Directors at the year 2000 Annual
Meeting may be made only in writing by a shareholder entitled to vote at the
year 2000 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 year 2000
Annual Meeting must be received by the Secretary no later than November 25, 1999
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-K
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-K for the year ending December 31, 1998, without
exhibits or schedules thereto. The annual report does not constitute "soliciting
material" and is not deemed "filed" with the Securities and Exchange Commission.
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 10, 1999, the requesting party was a beneficial owner of the
Corporation's Common Stock.
Resignations
Mr. Zeev Shenkman resigned from the Board of Directors of the Corporation
effective April 30, 1998. Mr. Shenkman was a Class I Director. Mr. Rolf A.
Stensrud, former President and Chief Executive Officer of the Corporation has
resigned from the Board of Directors effective December 31, 1998. Mr. Stensrud
was a Class I director. The Board of Directors have decided not to fill these
vacancies, thus leaving three (3) Class I Directors.
3
<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
has been set at 12.
The Nominating Committee recommends nominees for directors to the Board.
The Nominating Committee and the Board have nominated the three (3) current
Class I 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 I directors at the
Annual Meeting.
As of the Annual Meeting, the Board shall have twelve (12) members (Class
I -- three (3) directors; Class II -- five (5) directors; Class III -- four (4)
directors). Class I directors' terms expire in 1999. The current Class II
directors' terms expire in 2000 and the current Class III directors' terms
expire in 2001 (in each case, until such Director's successor is duly elected
and qualified).
The nominees for Class I Directors are Kenneth J. Adelberg, William W.
Batoff, and Sheldon E. Goldberg 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. Adelberg is a director of the Corporation and the Bank and is
President of the HiFi House Group of Companies from 1976 to present.
Mr. Batoff is a director of the Corporation and the Bank and is President
of Acquire Investments Inc. (business and financial consulting firm) from 1972
to present and sole proprietor of Batoff Enterprises Real Estate (real estate
brokerage and management) from 1975 to present, and Managing Director of William
W. Batoff Associates (government relations consulting firm).
Mr. Goldberg is a director of the Corporation and the Bank, president of
Cumberland Brokerage Corp., from 1990 to present; Chairman, Matterhorn Asset
Management Corp., from 1996 to present; Chairman, National CD Sales, from 1993
to present; Co-Founder and Consultant, Cumberland Advisors, Vineland, NJ
(investment advisors).
Recommendation of 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 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
any other Directorships they hold with companies having securities registered
under the Securities Exchange of 1934, as amended, and the amount and percentage
4
<PAGE>
of the Corporation's Common Stock (based upon 5,547,993 shares of Common Stock
issued and outstanding as of March 10, 1999) beneficially owned (as determined
in accordance with Rule 13d-3 of the 1934 Act) by such person as of March 10,
1999.
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 10% stock dividend payable March 18, 1999.
<TABLE>
<CAPTION>
Corporation's Common Stock
Beneficially Owned (2)(3),
Directly or Indirectly,
on March 10, 1999
Position With the Corporation/
Current Principal Occupation Director % of
Name (1) Class Age During the Past Five Years Since Amount Outstanding
<S> <C> <C> <C> <C> <C> <C>
Harry D. Madonna, Esq. (9) III 56 Chairman of the Board of the 1988 291,478 5.25%
Corporation and the Bank,
Partner, Blank, Rome, Comisky &
McCauley, 1977 to present.
Michael J. Bradley (7) III 54 Vice Chairman of the Board 1988 63,600 1.15%
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 46 Director of the Corporation 1988 182,456 3.29%
(Nominee) and the Bank; President of
The Hifi House Group of Companies
(audio & video electronics),
1976 to present
William Batoff (5) I 64 Director of the Corporation 1988 51,342 0.93%
(Nominee) and the Bank; Managing Director,
William W. Batoff Associates
(government relations consulting
firm), 1996 to the present; former
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 38 Director of the Corporation 1988 1,200 0.02%
and the Bank; President,
Berman Development Corp.
(real estate development),
1990 to present
John F. D'Aprix II 56 Director of the Corporation 1991 11,520 0.21%
and the Bank; Director of Viridian
Capital, 1998 to present; formerly
President, Pennsylvania College of
Podiatric Medicine, 1995 to 1997.
5
<PAGE>
Corporation's Common Stock
Beneficially Owned (2)(3),
Directly or Indirectly,
on March 10, 1999
Position With the Corporation/
Current Principal Occupation Director % of
Name (1) Class Age During the Past Five Years Since Amount Outstanding
Sheldon E. Goldberg (8) I 68 Director of the Corporation 1989 66,212 1.19%
(Nominee) and the Bank; President,
Cumberland Brokerage Corp.,
1990 to present; Chairman,
Matterhorn Asset Management Corp.,
1996 to present; Chairman, National
CD Sales, 1993 to present;
Co-Founder and Consultant,
Cumberland Advisors, Vineland, NJ
(investment advisers),
Eustace W. Mita (10) II 44 Director of the Corporation 1988 71,456 1.29%
and the Bank; Chief Operating
Officer, HAC Group, Inc.
(training consulting), 1989 to present.
Neal I. Rodin (11) III 54 Director of the Corporation 1988 113,066 2.04%
and the Bank; President,
The Rodin Group (international
real estate investment); President,
IFC (international financing
and investing), 1975 to present.
James E. Schleif II 57 Director of the Corporation 1993 36,024 0.65%
and the Bank; Executive
Vice President, Administration
and Finance, Mercy Health
System, 1978 to present.
Steven J. Shotz (12) III 54 Director of the Corporation 1988 175,047 3.16%
and the Bank; President of Quantum
Group, Inc. (venture capital group),
1995 to present; former President and
Chief Executive Officer, Shotz, Miller,
Glusman, Footer & Magarick, P.C.,
(Accounting firm), 1980 to 1994.
Harris Wildstein, Esq. (13) II 53 Director of the Corporation 1988 294,046 5.30%
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 (12 persons) TOTALS: 1,357,447 24.47%
========= =====
</TABLE>
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(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
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power or has the right to acquire beneficial ownership within sixty (60)
days after December 31, 1998. Beneficial ownership may be disclaimed as to
certain of the securities.
(3) Information furnished by the directors of the Company.
(4) Includes 31,516 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 24,102 shares of Common Stock subject to options granted to Mr.
Batoff which are currently exercisable.
(6) Includes 1,200 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 35,655 shares of Common Stock subject to options granted to Mr.
Mita which are currently exercisable.
(11) Includes 35,655 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.
(12) Includes 109,583 shares of Common Stock subject to options granted to Mr.
Shotz which are currently exercisable.
(13) Includes 73,583 shares of Common Stock subject to options granted to Mr.
Wildstein which are currently exercisable.
7
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Board Committees and Attendance
The Corporation's Board of Directors has organized standing executive,
audit, loan, finance, asset/liability, nominating and option committees.
Executive Committee. The Executive Committee is composed of the following
directors: Messrs. Madonna (Chairman), Bradley, D'Aprix, Goldberg, Shotz,
Wildstein and Jere A. Young, President and Chief Executive Officer of Republic
First Bancorp, Inc. 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 1998.
Audit Committee. The Audit Committee is composed of the following
independent directors: Messrs. Schleif (Chairman), Batoff, Bradley, Rodin, and
Shotz. The Audit Committee provides general 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
3 meetings during 1998.
Loan Committee. The Loan Committee is composed of the following directors:
Messrs. Shotz (Chairman) Adelberg, Goldberg, 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 1998.
Finance Committee. The Finance Committee is composed of the following
directors: Messrs. Schleif (Chairman), Adelberg, Mita, Rodin and Young. The
Finance Committee is authorized to review strategies and oversee the business
plan of the Corporation. The Finance Committee held 4 meetings in 1998.
Asset/Liability Committee. The Asset/ Liability Committee is composed of
the following directors: Messrs. Bradley (Chairman), Berman, Madonna, Schleif
and Young. The Committee is authorized to coordinate Asset/Liability management
of the Company including monitoring interest rate risk, liquidity and capital
adequacy. The Asset/ Liability Committee was instituted in November 1998 and
assumed certain responsibilities which were previously held by the Finance
Committee. The Committee held 1 meeting in 1998.
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 security holders 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 2000 Annual Meeting". The Nominating Committee held 1
meeting in 1998.
Option Committee. The Option Committee is composed of the following
directors: Messrs. Batoff (Chairman), Rodin and Mita. The Option Committee is
authorized to grant options including the evaluation of executive management's
performance. The Option Committee held 1 meeting in 1998.
During 1998, the Corporation's Board of Directors held 6 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 1998.
8
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Executive Officers
Set forth below is certain information with respect to each of the
executive officers of the Corporation as of March 10, 1999, 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>
Jere A. Young 62 Owner and President,
President and Capital Advisory, Inc.,
Chief Executive Officer Newtown Square, PA-- 1992-1998
George S. Rapp 46 Executive Vice President and Chief Financial Officer,
Executive Vice President, Old York Road Bancorp,
Chief Financial Officer and Willow Grove, PA-- March 1993 to February 1995
Corporate Secretary
Kevin J. Gallagher 43 Executive Vice President and Chief Lending Officer,
Executive Vice President and Republic Bancorporation and Republic Bank
Chief Lending Officer
Jerome D. McTiernan 55 Executive Vice President and Chief Operating Officer,
Executive Vice President and Republic Bancorporation and Republic Bank
Operations 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, 1998 through December 31, 1998 were made on a
timely basis except that (a) a report on Form 4 relating to a transaction on
September 2, 1998 was inadvertently not filed until October 20, 1998 by director
Adelberg with respect to his purchase of 5,000 shares, and (b) reports on Form 4
relating to transactions occurring on April 6, April 29, June 29, July 16,
August 26, August 27, August 28 and August 31, 1998 were inadvertently not filed
until March 25, 1999 by Director Wildstein with respect to his purchase of
4,000, 2,000, 1,800, 8,200, 3,100, 5,000, 5,000 and 5,000 shares, respectively.
9
<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, outstanding on the record
date.
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.
Paul Verdi and Madeline McLaughlin shall be appointed the lawful attorneys
and proxies, each with full power of substitution, for and on behalf of the
shareholders, to vote as specified in any appropriately completed proxy card,
the shares of the Corporation's common stock held of record by the shareholders.
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,
George S. Rapp,
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
March 26, 1999
10
<PAGE>
REPUBLIC FIRST BANCORP, INC. COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of common stock of Republic First Bancorp, Inc.
(the "Corporation") hereby constitutes and appoints Paul A. Verdi and Madeline
M. McLaughlin, or either of them, the lawful attorneys and proxies of the
undersigned, both with full power of substitution, for and on behalf of the
undersigned, to vote as specified on the reverse side, all of the shares of the
Corporation's common stock held of record by the undersigned on March 10, 1999,
at the Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 27, 1999, at 4:00 p.m., at the Pyramid Club, Mellon Bank Center, 1735
Market Street, Philadelphia, PA 19103 and at any adjournments or postponements
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE REVERSE
SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL (1).
IF ANY OTHER MATTERS ARE VOTED ON AT THE ANNUAL MEETING, THIS PROXY WILL BE
VOTED BY THE PROXYHOLDERS ON SUCH MATTER IN THEIR SOLE DISCRETION. THIS PROXY IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Please complete, date and sign this proxy on the reverse side and mail without
delay in the enclosed envelope.
(Continued and to be signed on the reverse side)
o FOLD AND DETACH HERE o
<PAGE>
Mark your votes
as indicated in
this example: [X]
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees WITHHOLD AUTHORITY
(except as provided to vote for
to the contrary below) all nominees
(1) Election of Kenneth J. Adelberg, [ ] [ ]
Sheldon E. Goldberg and
William W. Batoff as Directors:
</TABLE>
(Instruction: to withhold authority to vote for any individual nominee,
write that nominee's name here:
- ------------------------------------------------------------------------
Receipt of the Company's Annual Report and
Notice of Meeting and Proxy Statement, dated
March 26, 1999, is hereby acknowledged.
PLEASE SIGN, DATE, AND MAIL TODAY.
(Signature(s) of Shareholder(s))______________________________________________
Dated________________, 1999
NOTE: Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s)
on this card. Signature(s) should agree with name(s) on proxy form. Executors,
administrators, trustees, and other fiduciaries, and persons signing on behalf
of corporations or partnerships, should so indicate when signing. When signing
as attorney, trustee, executor, administrator, guardian or corporate officer,
please give your FULL title.
o FOLD AND DETACH HERE o
