<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PAMRAPO BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Mary M. Sjoquist, Muldoon, Murphy & Faucette
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PAMRAPO BANCORP, INC.
611 AVENUE C
BAYONNE, NEW JERSEY 07002
(201) 339-4600
March 17, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Pamrapo Bancorp, Inc. (the "Company"), the holding company for Pamrapo Savings
Bank, S.L.A. (the "Bank") which will be held on April 16, 1997, at 11:00 a.m.,
at Hi-Hat Caterers, 180 West 54th Street, Bayonne, New Jersey.
The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of Pamrapo Bancorp, Inc. as well as representatives of Radics & Co.,
LLC, the Company's independent auditors, will be present at the Annual Meeting
to respond to any questions that our stockholders may have regarding the
business to be transacted.
The Board of Directors of the Company has determined that the matters to
be considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the proxy statement, the Board
unanimously recommends a vote "FOR" each of the nominees as directors specified
under Proposal I and "FOR" Proposal II, the ratification of auditors.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER
IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all the employees of the Company
and the Bank, I wish to thank you for your continued support. We appreciate
your interest.
Sincerely,
/s/ William J. Campbell
-----------------------
William J. Campbell
President and Chief
Executive Officer
<PAGE>
PAMRAPO BANCORP, INC.
611 AVENUE C
BAYONNE, NEW JERSEY 07002
(201) 339-4600
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
-------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Pamrapo Bancorp, Inc. (the "Company") will be held at Hi-Hat
Caterers, 180 West 54th Street, Bayonne, New Jersey, on April 16, 1997, at 11:00
a.m.
A proxy statement and proxy card for this Annual Meeting are enclosed
herewith. The Annual Meeting is for the purpose of considering and voting upon
the following matters:
1. The election of two directors for terms of three years each or until
their successors are elected and qualified; and
2. The ratification of Radics & Co., LLC as independent auditors of the
Company for the fiscal year ending December 31, 1997.
In addition, such other matters as may properly come before the Annual
Meeting or any adjournments thereof will be considered at and voted upon at the
Annual Meeting.
The Board of Directors has established February 28, 1997, as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournments thereof. Only record holders of the
Common Stock of the Company as of the close of business on that date will be
entitled to vote at the Annual Meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any
of the forgoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies by the
Company. A list of stockholders entitled to vote at the Annual Meeting will be
available at Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne, New Jersey 07002, for
a period of twenty days prior to the Annual Meeting and also will be available
for inspection at the Annual Meeting itself.
By Order of the Board of Directors
/s/ Margaret Russo
------------------
Margaret Russo
Secretary
Bayonne, New Jersey
March 17, 1997
<PAGE>
PAMRAPO BANCORP, INC.
-----------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
-----------------------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of Pamrapo Bancorp,
Inc. ("Pamrapo Bancorp" or the "Company") in connection with the solicitation by
the Company's board of directors (the "Board of Directors" or "Board") of
proxies to be used at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held at Hi-Hat Caterers, 180 West 54th Street, Bayonne, New Jersey, on
April 16, 1997, at 11:00 a.m., and at any adjournments thereof. The 1996 Annual
Report to Stockholders, including financial statements for the fiscal year ended
December 31, 1996, accompanies this proxy statement, which is first being mailed
to stockholders on or about March 17, 1997.
Regardless of the number of shares of Common Stock owned, it is important
that stockholders be represented by proxy or present in person at the Annual
Meeting. Stockholders are requested to vote by completing the enclosed proxy
card and returning it signed and dated in the enclosed postage-paid envelope.
Stockholders are urged to indicate their vote in the spaces provided on the
proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF PAMRAPO BANCORP WILL
BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS
ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR" EACH OF THE NOMINEES AS
DIRECTORS SPECIFIED UNDER PROPOSAL I AND "FOR" PROPOSAL II, THE RATIFICATION OF
AUDITORS.
Other than the matters listed on the attached Notice of Annual Meeting of
Stockholders, the Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. EXECUTION OF A PROXY CARD,
HOWEVER, CONFERS ON THE DESIGNATED PROXYHOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS
THEREOF.
A proxy may be revoked at any time prior to its exercise by the filing of
written notice of revocation with the secretary of the Company, by delivering
to the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting, filing a notice of revocation with the secretary and voting in
person. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORDHOLDER TO
VOTE PERSONALLY AT THE ANNUAL MEETING.
The cost of solicitation of proxies on behalf of management will be borne
by Pamrapo Bancorp. In addition to the solicitation of proxies by mail, Regan &
Associates, Inc., a proxy solicitation firm, will assist the Company in
soliciting proxies for the Annual Meeting and will be paid a fee of $5,000,
plus out-of-pocket expenses. Proxies may also be solicited personally
1
<PAGE>
or by telephone by directors, officers and regular employees of the Company and
Pamrapo Savings Bank, S.L.A. (the "Bank"), without additional compensation
therefor. Pamrapo Bancorp will also request persons, firms and corporations
holding shares in their names, or in the name of their nominees, which are
beneficially owned by others, to send proxy material to and obtain proxies from
such beneficial owners, and will reimburse such holders for their reasonable
expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of common stock of Pamrapo Bancorp (the "Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting except as described below. The close of business on February 28, 1997
has been established by the Board of Directors as the record date (the "Record
Date") for the determination of stockholders entitled to notice of and to vote
at this Annual Meeting and any adjournments thereof. The total number of shares
of Common Stock outstanding on the Record Date was 3,155,964 shares.
In accordance with the provisions of the Company's certificate of
incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
by persons acting in concert with, such person or entity. The Company's
certificate of incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board of Directors to
implement and apply the Limit.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock entitled to vote (after giving effect to the
Limit described above, if applicable) is necessary to constitute a quorum at the
Annual Meeting. In the event there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or more of the
nominees being proposed. Under Delaware law and the Company's certificate of
incorporation and bylaws, directors are elected by a plurality of votes cast,
without regard to either (i) broker non-votes or (ii) proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.
As to the ratification of independent auditors and all other matters that
may properly come before the Annual Meeting, by checking the appropriate box, a
shareholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" from voting on such item. Under the Company's certificate of
incorporation and bylaws, unless otherwise required by law, such matters shall
be determined by a majority of votes cast without regard to (a) broker non-
votes, or (b) proxies marked "ABSTAIN" as to that matter.
2
<PAGE>
Proxies solicited hereby will be returned to the proxy solicitors or the
Company's transfer agent, and will be tabulated by inspectors of election
designated by the Company, who will not be employed by, or a director of, the
Company or any of its affiliates. After the final adjournment of the Annual
Meeting, the proxies will be returned to the Company for safekeeping.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
shares of Common Stock outstanding on the Record Date. Persons and groups
owning in excess of 5% of the Company's Common Stock are required to file
certain reports regarding such ownership with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 ("Exchange Act"). Other than
those persons listed below, the Company is not aware of any person or group that
owns more than 5% of the Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
- ------------------ --------------------------- ----------- ----------
<S> <C> <C> <C>
Common Stock William J. Campbell 273,872 8.68%
c/o Pamrapo Bancorp, Inc.
611 Avenue C
Bayonne, New Jersey 07002
Common Stock Pamrapo Savings Bank, S.L.A. 234,396(1) 7.43
Employee Stock Ownership Plan
and Trust
c/o Pamrapo Savings Bank, S.L.A.
611 Avenue C
Bayonne, New Jersey 07002
Common Stock Roger T. Conlan 278,900(2) 8.84
22 Fawn Drive
Montville, New Jersey 07045
Common Stock John Hancock Advisers, Inc. 171,000(3) 5.42
101 Huntington Avenue
Boston, Massachusetts 02199
- -----------------------
</TABLE>
(1) The ESOP Trustee, subject to its fiduciary duty, must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. At December 31, 1996, 210,136 shares of Common
Stock had been allocated to participating employee accounts. Unallocated
shares will be voted in a manner calculated to most accurately reflect the
instructions received from participants regarding the allocated stock so
long as such vote is in accordance with the provisions of the Employment
Retirement Income Security Act of 1974, as amended ("ERISA").
(2) Based on information contained in an amended Schedule 13D filed with the SEC
on February 2, 1996. The Company has purchased all 278,900 shares of Common
Stock from Mr. Conlan as of March 12, 1997.
(3) Based on information contained in a Schedule 13G filed with the SEC on
January 31, 1997.
3
<PAGE>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL I. ELECTION OF DIRECTORS
The number of directors of Pamrapo Bancorp is currently set at six (6).
The size of the Board of Directors has been reduced from seven (7) to six (6)
directors as a result of the retirement of Girard P. Seymour from the Board of
Directors. As a result of the reduction in the size of the Board of Directors,
the number of directors in the three classes of directors became unequal.
Therefore, in order for the classes to be as nearly equal as reasonably
possible, as required by the certificate of incorporation, the Board of
Directors has equalized the terms by reducing the 1999 class of directors by one
position and nominating William J. Campbell, whose term of office as a director
of the Company was to expire in 1999, to the 1997 class. If elected, Mr.
Campbell will become part of the current class of directors whose term of office
will expire in 2000.
Each of the six members of the Board of Directors of Pamrapo Bancorp also
serves as a Director of the Bank. Directors are elected for staggered terms of
three years each, with a term of office of only one class of directors expiring
in each year. Directors serve until their successors are elected and qualified.
In addition to Mr. Campbell being nominated, Mr. John A. Morecraft has also
been nominated to stand for election at the Annual Meeting. Both of the
nominees named are also presently directors of the Company and the Bank. No
person being nominated by the Nominating Committee of the Board of Directors as
a director is being proposed for election pursuant to any agreement or
understanding between any person and Pamrapo Bancorp. UNLESS AUTHORITY TO VOTE
FOR THE DIRECTORS IS WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE
ENCLOSED PROXY CARD IF EXECUTED AND RETURNED WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES.
In the event that any nominee is unable or declines to serve for any
reason, it is intended that proxies will be voted for the election of the other
nominee named and for such other person as may be designated by the present
Board of Directors. The Board of Directors has no reason to believe that any of
the persons named will be unable or unwilling to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors, "Named Executive Officers" as defined below, and
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the year
in which each became a director of the Bank and the year in which their term (or
in the case of the nominees, their proposed term) as director of the Company
expires. This table also sets forth the number of shares of Common Stock and
the percentage thereof beneficially owned by each director and Named Executive
Officer and all directors and executive officers as a group. Ownership
information is based upon information furnished by the respective individuals.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL OCCUPATION COMMON
AT PRESENT AND FOR THE PAST DIRECTOR EXPIRATION STOCK BENEFICIALLY PERCENT
FIVE YEARS AGE SINCE(1) OF TERM OWNED(2) OF CLASS
- -------------------------------- ---- --------- ------------ ------------------ ----------
<S> <C> <C> <C> <C> <C>
NOMINEES:
William J. Campbell 59 1987 2000 273,872 8.68%
President and Chief Executive
Officer of the Company;
Executive Vice President from
1965 until being made President
and Chief Executive Officer in
1970
John A. Morecraft 75 1982 2000 78,578(3) 2.49
Vice Chairman of the
Board of the Bank since
1987; President of John A.
Morecraft, Inc., a construction
firm, since 1949
CONTINUING DIRECTORS:
Daniel J. Massarelli 65 1960 1999 96,975 3.07
Chairman of the Board of the
Company; Chairman of the
Board of the Bank since
February 1987; Owner and
operator of pharmacy since 1963
and registered pharmacist
Francis J. O'Donnell 69 1993 1999 13,400 *
Former owner of O'Donnell
Agency, an independent real
estate and insurance agency
Dr. Jaime Portela 65 1977 1998 19,044 *
Retired Bayonne physician
James Kennedy 63 1994 1998 1,534 *
Retired executive of J.C. Penny
and Co.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL OCCUPATION COMMON
AT PRESENT AND FOR THE PAST DIRECTOR EXPIRATION STOCK BENEFICIALLY PERCENT
FIVE YEARS AGE SINCE(1) OF TERM OWNED(2) OF CLASS
- -------------------------------- ---- --------- ------------ ------------------ ----------
<S> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS:
Gary J. Thomas 48 - - 75,149 2.38%
Vice President, Treasurer and
Chief Financial Officer of the
Company and Bank
Robert A. Hughes 58 - - 34,140(4) 1.08
Vice President of the Company
and Bank
Stock ownership of all directors - - - 592,694(5)(6) 18.78
and executive officers as a group (7)
(8 persons)
</TABLE>
- -------------------------
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person or relative of such person whose shares are included herein,
exercises sole (or shared with spouse, relative or affiliate) voting and
dispositive powers as to the shares reported.
(3) Includes 45,578 shares held by John A. Morecraft Profit Sharing Plan.
(4) Does not include 966 shares subject to options granted to Mr. Hughes under
the 1989 Incentive Stock Option Plan ("Incentive Option Plan") which are not
exercisable and which commenced vesting on March 3, 1993 at a rate of 20%
per year of the original number of options granted. Includes 64 shares
subject to options which are currently exercisable.
(5) Includes the shares noted in the footnotes above.
(6) Includes 32,911 shares allocated to executive officers under the ESOP.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers (as defined
in regulations promulgated by the SEC thereunder) and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of copies of such reports of ownership furnished to
the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with except that one purchase by an affiliate of Mr. Hughes
was not reported on a timely basis on a Form 4. The transaction was
subsequently reported.
6
<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held 7 meetings in 1996. The Board of
Directors of the Bank held 14 meetings in 1996. The Board of Directors of the
Bank maintains an Executive Committee and an Audit Committee. No Director of
the Company attended fewer than 75% in the aggregate of the total number of the
Board meetings held and the total number of committee meetings on which such
director served during 1996.
The joint Audit Committee of the Company and Bank is comprised of Messrs.
Kennedy, Massarelli, and O'Donnell. This committee is responsible for reviewing
and reporting to the Board on the Company's financial condition and reviewing
the audit reports of the Company from its internal and independent auditors.
The committee met 4 times in 1996.
The full Board of Directors of the Company acts as a nominating committee for
the annual selection of nominees for election as directors. While the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders for nominees nor
established procedures for this purpose. Nominations by stockholders must comply
with certain procedural and informational requirements set forth in the
Company's bylaws. See "Notice of Business to Be Conducted at an Annual
Meeting." The Board of Directors met once during the past fiscal year in its
capacity as the nominating committee.
DIRECTORS COMPENSATION
DIRECTORS FEES. Directors of the Company receive $500 for each Board of
Directors' meeting of the Company attended. Directors of the Bank receive $650
for each Board meeting attended and $550 for each committee meeting attended,
except for the Chairman who receives $750 for each Board meeting attended and
$650 for each committee meeting attended. Directors who are also full time
employees of the Bank receive no fees for attending meetings or other
compensation in their capacity as directors. Directors who participate in the
inspections made in the course of the loan application process of the Bank are
compensated at $150 for every inspection made in Bayonne and $200 for
inspections made outside of the Bayonne area plus a mileage allowance.
OUTSIDE DIRECTORS' CONSULTATION AND RETIREMENT PLAN. Under the Bank's
Outside Directors' Consultation and Retirement Plan, a director who is not an
officer or employee of the Bank, who has served as a director for at least
twenty years, and who agrees to provide continuing service to the Bank, will be
eligible, upon retirement, to receive one year of benefits for every two years
of prior service on the Board.
7
<PAGE>
EXECUTIVE COMPENSATION
The report of the Personnel Committee and the stock performance graph shall
not be deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities Act of
1933 (the "Securities Act") or the Exchange Act, except as to the extent that
the Company specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and the other executive officers of the Company. The
disclosure requirements for the chief executive officer and the other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the personnel committee of the
Bank (the "Personnel Committee"), at the direction of the Board of Directors has
prepared the following report for inclusion in this proxy statement.
General. The Company is the parent company of the Bank and does not pay any
-------
cash compensation to the executive officers of the Company, other than fees for
Board of Directors meetings. Therefore, the Company does not maintain a
compensation committee. The Personnel Committee of the Board of Directors of
the Bank is responsible for establishing the compensation levels and benefits
for executive officers of the Bank, who also serve as executive officers of the
Company and for reviewing recommendations of management for compensation and
benefits for other officers and employees of the Bank. The Personnel Committee
consists of Messrs. Morecraft and Portela, who are both outside directors.
Compensation Policies. The Personnel Committee has the following goals for
---------------------
compensation programs impacting the executive officers of the Company and the
Bank:
. to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the value of
the Company's stock;
. to retain the executive officers who have led the Company to high
performance levels and allow the Bank to attract high quality
executive officers in the future by providing total compensation
opportunities which are consistent with competitive norms of the
industry and the Company's level of performance; and
. to maintain reasonable "fixed" compensation costs by targeting
base salaries at a competitive average.
8
<PAGE>
In addition, in order to align the interests and performance of its executive
officers with the long term interests of its stockholders, the Company and the
Bank adopted plans which reward the executives for delivering long term value to
the Company and the Bank through stock ownership.
The executive compensation package available to executive officers is
composed of the following components:
(i) base salary;
(ii) annual bonus awards;
(iii) long term incentive compensation, including options and stock
awards.
Mr. Campbell has employment agreements which specify a minimum base salary and
requires periodic review of such salary. In addition, executive officers
participate in other benefit plans available to all employees including the
Employee Stock Ownership Plan and the 401(k) Plan.
Base Salary. In determining salary levels, the Personnel Committee
-----------
considers the entire compensation package, including the equity compensation
provided under the Company's stock plans, of the executive officers. The
Personnel Committee meets in the first quarter of each year to determine the
level of any salary increase to take effect as of the beginning of that fiscal
year. The Personnel Committee determines the level of salary increase after
reviewing the qualifications and experience of the executive officers of the
Bank, the compensation paid to persons having similar duties and
responsibilities in other institutions, and the size of the Bank and the
complexity of its operations. The Personnel Committee consulted a survey of
compensation paid to executive officers performing similar duties for depository
institutions and their holding companies, with particular focus on the level of
compensation paid by comparable institutions including some, but not all, of the
companies included in the peer group used for the Stock Performance Graph. The
salary levels are intended to be consistent with competitive practices of other
comparable institutions and each executive's level of responsibility.
Although the Personnel Committee's policy in regard to base salary is
subjective and no specific formula is used for decision making, the Personnel
Committee considered the overall performance of the Company including the
earnings of the Company and the performance of the individual executive officer.
The Personnel Committee did not grant any salary increases for any of the
executive officers in 1996.
Annual Bonus Awards. In determining bonus awards, the Personnel Committee
-------------------
considers the entire compensation package of the executive officers. As
discussed under base salaries, the bonus awards are intended to be consistent
with competitive practices of other comparable financial institutions and each
executive officer's level of responsibility.
9
<PAGE>
The Personnel Committee met during the year to determine bonus
compensation. Although the Personnel Committee's policy in regard to bonus is
subjective and no specific formula is used for decision making, the bonus awards
are aimed at reflecting the overall financial performance of the Company, and
the performance of the individual executive officer. The Personnel Committee
did not grant any bonus awards in 1996.
Long Term Incentive Compensation. The Company and the Bank maintain the
--------------------------------
Incentive Option Plan and the management recognition and retention plan,
respectively, under which executive officers may receive discretionary grants
and awards. The Personnel Committee believes the stock ownership is a
significant incentive in building stockholder's wealth and aligning the
interests of employees and stockholders. In connection with the Company's
initial public offering all the executive officers received grants and awards
which had vesting periods of 20% per year beginning on November 10, 1990. In
addition, the Committee granted additional awards to certain executive officers.
All such awards have fully vested. The Personnel Committee did not make any
additional awards during 1996.
Compensation of the Chief Executive Officer. After taking into
-------------------------------------------
consideration the factors discussed above, including the overall compensation
package, and the specified performance factors, the Personnel Committee
determined to keep Mr. Campbell's base salary at the same level as the previous
year. Mr. Campbell did not receive an annual bonus award for 1996. His
compensation generally is comparable to the compensation paid by peer
institutions in the Bank's market area.
PERSONNEL COMMITTEE
John A. Morecraft Dr. Jaime Portela
10
<PAGE>
STOCK PERFORMANCE GRAPH. The following graph shows a five year comparison
of stockholder return on the Company's Common Stock based on the market price of
the Common Stock assuming reinvestment of dividends, with the cumulative total
returns of companies on the Russell 2000 Index and the SNL $250M to $500M
Thrifts Index supplied by SNL Securities, Inc.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
PAMRAPO BANCORP, INC., RUSSELL 2000 INDEX AND
SNL $250M TO $500M THRIFTS INDEX
(PERFORMANCE RESULTS THROUGH 12/31/96)
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUMMARY
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Pamrapo Bancorp, Inc. 100.00 223.42 303.88 396.96 533.87 521.66
Russell 2000 Index 100.00 112.79 130.47 127.89 164.26 191.45
SNL $250M to $500M Thrifts Index 100.00 166.15 241.42 263.02 364.84 449.58
</TABLE>
Notes:
A. The lines represent yearly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the yearly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 1991.
- --------------------------------------------------------------------------------
11
<PAGE>
SUMMARY COMPENSATION TABLE. The following table shows, for the years
ending December 31, 1996, 1995 and 1994, the cash compensation paid by the
Company and the Bank, as well as certain other compensation paid or accrued for
those years, to the Chief Executive Officer and any other executive officer of
the Company who earned and/or received salary and bonus in excess of $100,000
(the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------------------------------
OTHER ANNUAL
SALARY BONUS COMPENSATION
POSITION YEAR ($)(1)(2) ($) ($)(3)
- --------------------------- ---------- ------------ ------------- ------------------
<S> <C> <C> <C> <C>
William J. Campbell........ 1996 $214,500 $ 8,121(5) $ --
Chief Executive Officer 1995 214,500 33,125 --
and Preside nt 1994 208,096 58,125 --
Gary J. Thomas............. 1996 111,750 6,497(5) --
Vice President, Treasurer 1995 103,615 6,500(5) --
and Chief Financial 1994 99,096 26,500 --
Officer
Robert A. Hughes........... 1996 98,750 6,497(5) --
Vice President 1995 91,269 6,500(5) --
1994 87,096 26,500 --
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------------------------
AWARDS PAYOUTS
-------------------------------- -----------------
SECURITIES
RESTRICTED UNDERLYING
STOCK OPTIONS/ LTIP ALL OTHER
AWARD(S) SARS PAYOUTS COMPENSATION
POSITION ($) (#) ($)(4) ($)
- --------------------------- --------------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
William J. Campbell........ $ -- -- None $ 4,750(6)(7)
Chief Executive Officer -- -- None 148,211
and President -- -- None 33,429
Gary J. Thomas............. -- -- None 4,750(6)(7)
Vice President, Treasurer -- -- None 71,556
and Chief Financial -- -- None 29,700
Officer
Robert A. Hughes........... -- -- None 4,750(6)(7)
Vice President -- -- None 54,352
-- -- None 28,727
</TABLE>
- -----------------------
(1) Includes amounts of salary deferred pursuant to the Pamrapo Savings Bank,
S.L.A. 401(k) plan. Participants may elect to have up to 10% of their
annual compensation deferred.
(2) Includes amounts paid for services rendered to the Bank's service
corporation.
(3) For 1996, 1995, and 1994 there were no (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the year;
(b) payments of above-market preferential earnings on deferred
compensation; (c) payments of earnings with respect to long term incentive
plans prior to settlement or maturation; (d) tax payment reimbursements; or
(e) preferential discounts on stock.
(4) For fiscal years 1996, 1995 and 1994, the Bank had no long-term incentive
plans in existence and therefore made no payouts or awards under such
plans.
(5) Includes only an amount for a Christmas bonus.
(6) Includes $4,750, $4,750 and $4,750, respectively, contributed by the Bank
to the account of Messrs. Campbell, Thomas and Hughes pursuant to the
Bank's 401(k) Plan.
(7) As of March 17, 1997, no allocations have been made to the Named Executive
Officers under the ESOP for fiscal 1996.
12
<PAGE>
EMPLOYMENT AGREEMENTS. William J. Campbell's employment agreements with the
Bank and Company provide for three-year terms. Commencing on the first
anniversary date of the conversion and continuing each anniversary date
thereafter, the agreements will automatically be extended for an additional
year, unless notice of non-renewal is given by the Bank and the Company so that
the remaining terms shall be three years. The current aggregate annual base
salary under the agreements may be increased at the discretion of the Board of
Directors. In addition to the base salary, each agreement provides, among other
things, for participation in stock option plans and other fringe benefits
applicable to executive personnel.
Each agreement provides for termination by the Bank and Company for "cause,"
as defined in the agreements, at any time. In the event the Bank and Company
choose to terminate Mr. Campbell's employment for reasons other than for cause,
or in the event of his resignation from the Bank and Company upon failure to re-
elect him to his current offices, a material lessening of his functions, duties
or responsibilities, or upon liquidation, dissolution, consolidation or merger
in which the Bank or the Company are not the resulting entity, or a breach of
the agreements by the Bank or the Company, he or, in the event of death, his
beneficiary as the case may be, would be entitled to a severance payment equal
to the greater of (i) three times his average annual salary over the previous
three years, or (ii) the payments owed for the remaining term of the agreement.
The Bank and Company would also continue the executive's life, health and
disability coverage for the remaining term of the agreement or, if earlier,
until the executive is employed by another employer. If termination results
from a change in control, of the Bank or the Company, as defined in the
agreements, Mr. Campbell would be entitled to (i) a severance payment equal to
three times his average annual salary over the previous three years paid to him
under the agreements and (ii) continued benefits as described above. In the
event that a change in control resulting in the termination of employment
occurred based on the current annual compensation, Mr. Campbell would receive
approximately $861,657, in addition to other non-cash benefits provided for
under the agreement.
SPECIAL TERMINATION AGREEMENTS. Gary J. Thomas has a special termination
agreement with the Bank and the Company and Robert A. Hughes has a special
termination agreement with the Company. All three agreements are for a term of
three years, which automatically will be extended for an additional year upon
the first anniversary date of the date of the agreement and continuing at each
anniversary date thereafter such that the remaining term shall be three years.
Mr. Thomas' agreements provide that at any time following a change in control of
the Company or the Bank, if the Company or the Bank terminate Mr. Thomas'
employment with the Company or the Bank for any reason other than "cause," (as
defined in the agreements) or if Mr. Thomas were to terminate his employment
following demotion, loss of title, office, significant authority, a reduction
in compensation, or relocation of his principal place of employment, Mr. Thomas
would be entitled to receive a payment in an amount equal to three times his
respective average annual compensation for the three previous years of his
employment with the Bank. Mr. Hughes' agreement provides that at any time
following a change in control of the Company or the Bank, if the Company
terminates Mr. Hughes' employment for any reason other than "cause," (as defined
in the agreement) or if Mr. Hughes were to terminate his employment following
demotion, loss of title, office, significant authority, a reduction in
compensation, or relocation of his principal place of employment, Mr. Hughes
would be entitled to receive a payment in an amount equal to three times his
respective average annual compensation for the three previous years of his
employment with the Company and the Bank. If a change in control occurs, based
13
<PAGE>
on current annual compensation, the amount payable to Messrs. Thomas and Hughes
would be approximately $365,996 and $367,237, respectively. Certain insurance
coverage maintained by the Bank at the time of any such termination would be
continued for a three-year period.
Payments under the employment agreements in the event of a change in control
may constitute excess parachute payments under Section 280G of the Internal
Revenue Code (the "Code") for executive officers, resulting in the imposition of
an excise tax on the recipient and denial of the deduction for such excess
amounts to the Company and the Bank.
INCENTIVE OPTION PLAN. The Company maintains an Incentive Option Plan which
provides discretionary awards to officers and employees of the Bank as
determined by the Personnel Committee. The following table shows options
exercised by the Named Executive Officers during 1996, including the aggregate
value of gains on the date of exercise. In addition, the table provides certain
information with respect to the number of shares of Common Stock represented by
outstanding stock options held by the Named Executive Officers as of December
31, 1996. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the year-end price of the Common Stock.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
NUMBER VALUE OF
SHARES OF SECURITIES UNEXERCISED
ACQUIRED VALUE UNDERLYING UNEXERCISED IN-THE-MONEY
ON EXERCISE(#) REALIZED OPTIONS AT OPTIONS AT
NAME (1)(2) ($) DECEMBER 31, 1996(#)(1)(2) DECEMBER 31, 1996($)(3)
- ------------------- -------------- ----------- -------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
William J. Campbell 54,750 $862,313(4) -- -- $ -- $ --
Gary J. Thomas -- -- -- -- -- --
Robert A. Hughes 1,000 15,076(5) 64 966 872 13,157
</TABLE>
- --------------------
(1) The options for Messrs. Campbell had an exercise price of $5.75 and were
exercisable at a rate of 20% per year commencing November 10, 1990. The
options for Mr. Hughes have an exercise price of $6.38 and commenced
vesting on March 3, 1993 at a rate of 20% per year of the original number
of option granted. To the extent not already exercisable, the options
become exercisable upon a change in control.
(2) Options are subject to limited (SAR) rights pursuant to which options, to
the extent outstanding for at least six months, may be exercised in the
event of a change in control of the Company. Upon the exercise of a limited
right, the optionee would receive a cash payment equal to the difference
between the exercise price of the related option on the date of grant and
the fair market value of the underlying shares of Common Stock on the date
the limited right is exercised.
(3) The market price of the Common Stock on December 31, 1996 was $20.00.
(4) The market price of the Common Stock on January 4, 1996 the date Mr.
Campbell exercised his options, was $21.50.
(5) The market price of the Common Stock on January 23, 1996 and March 4, 1996,
respectively, the dates Mr. Hughes exercised his options were $21.00 and
$21.50, respectively.
14
<PAGE>
RETIREMENT PLAN. The Bank maintains the Retirement Plan of Pamrapo Savings
Bank, S.L.A. (the "Retirement Plan"), which is a defined benefit pension plan,
for the benefit of salaried employees employed by the Bank. Under the Retirement
Plan's funding method, the actuarial present value of projected benefits of each
individual is allocated on a level basis over the expected future earnings
period through the assumed retirement date. The table below presents annual
benefits under the Retirement Plan assuming retirement during 1996 at various
levels of compensation and years of credited service.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFIT PAYABLE AT AGE 65
TEN YEAR CERTAIN AND LIFE ANNUITY
TO AN EMPLOYEE RETIRING IN 1996
---------------------------------------------------------
YEARS OF CREDITED SERVICE (1)
---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FINAL AVERAGE
EARNINGS (2) 10 15 20 25 30 35 or More
------------- ------- ------- ------- ------- ------- ----------
$ 25,000 $ 2,750 $ 4,125 $ 5,500 $ 6,875 $ 8,250 $ 9,625
$ 50,000 6,397 9,595 12,794 15,992 19,190 22,389
$ 100,000 13,897 20,845 27,794 34,742 41,690 48,639
$ 150,000(3) 21,397 32,095 42,794 53,492 64,190 74,889
</TABLE>
------------------------------
(1) As of December 31, 1996, William J. Campbell, Gary J. Thomas and Robert
A. Hughes had 33, 21 and 6 years of credited service, respectively.
(2) The covered compensation under the Retirement Plan includes the salary
and bonus for the Named Executive Officer, as disclosed in the "Summary
Compensation Table."
(3) $150,000 is the maximum salary limitation for computation of benefits
under the Tax Reform Act of 1986, for the 1996 Plan year.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Board of Directors of the Bank
adopted a Supplemental Executive Retirement Plan ("SERP") in 1989 for the
benefit of key employees of the Bank. This plan is intended to constitute a non-
qualified, deferred retirement plan. Persons eligible to participate will be
designated by the Board of Directors from time to time and upon terms and
conditions as the Board of Directors shall agree upon. A participant who retires
at age 65, (the "Normal Retirement Age") will be entitled to an annual
retirement benefit equal to 75% of his compensation, at the effective date of
retirement, reduced by his Retirement Plan annual benefit plus an amount equal
to any reduction in Company contributions on behalf of the participant resulting
from limitations mandated by the Code. Participants retiring before the Normal
Retirement Age will receive the same benefits reduced by a percentage based on
years of service to the Bank and the number of years prior to the Normal
Retirement Age that the participant retires. In 1994, the SERP was amended so
that should Messrs. Campbell, Thomas or Hughes receive benefits under the SERP,
such benefits will be payable to the recipient until the time of his death.
15
<PAGE>
INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS
In the ordinary course of business, the Bank has made loans, and may
continue to make loans in the future, to its officers, directors and employees.
Loans to executive officers and directors are made in the ordinary course of
business, on substantially the same terms including interest rate and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features except as noted below.
As of December 31, 1996, Mr. William J. Campbell had two loans outstanding
which were made on preferential terms. Mr. Campbell has a mortgage loan with a
fixed interest rate of 5.25% which was originated in April 1973. The highest
balance outstanding on such loan during fiscal 1996 was $38,260. The balance of
the loan at December 31, 1996 was $36,650. Mr. Campbell also has an equity loan
with a fixed interest rate of 8.00% which was originated in April 1987. The
highest balance outstanding on such loan during fiscal 1996 was $17,513. The
balance of this loan at December 31, 1996 was $2,932. Mr. Gary Thomas has a
mortgage loan from the Bank with a fixed interest rate of 8.00% which was
originated in September 1986 on preferential terms. The highest balance
outstanding on the loan in fiscal 1996 was $151,689. The balance of the loan at
December 31, 1996 was $148,737.
PROPOSAL II. RATIFICATION OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
1996 were Radics & Co., LLC. The Company's Board of Directors has reappointed
Radics & Co., LLC to continue as independent auditors for the Bank and Pamrapo
Bancorp for the fiscal year ending December 31, 1997, subject to ratification of
such appointment by the stockholders. Representatives of Radics & Co., LLC are
expected to attend the Annual Meeting. They will be given an opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions from stockholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF RADICS & CO., LLC AS THE
INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF RADICS & CO., LLC AS THE INDEPENDENT AUDITORS OF THE COMPANY
16
<PAGE>
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for presentation at the annual meeting of stockholders to
be held in 1998, a stockholder proposal must be received by the Secretary of the
Company at the address set forth on the attached Notice of Annual Meeting of
Stockholders, not later than November 17, 1997. Any such proposal will be
subject to Rule 14a-8 of the rules and regulations of the SEC.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before the Annual Meeting. In order for a stockholder to
properly bring business before the Annual Meeting, the stockholder must give
written notice to the Secretary of the Company not less than thirty (30) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than forty (40) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure was made. The notice must
include the stockholder's name, record address and the class and number of
shares owned by the stockholder and describe briefly the proposed business, the
reasons for bringing the business before the Annual Meeting, and any material
interest of the stockholder in the proposed business. In the case of
nominations to the Board, certain information regarding the nominee must be
provided.
Although the bylaw provisions do not give the Board of Directors any power
to approve or disapprove of stockholder nominations for the election of
directors or any other business desired by a stockholder to be conducted at the
Annual Meeting, the bylaw provisions may have the effect of precluding a
nomination for the election of directors or precluding the conduct of business
at a particular meeting if the proper procedures are not followed, and may
discourage or deter a third party from conducting a solicitation of proxies to
elect its own slate of directors or otherwise attempt to obtain control of the
Company, even if the conduct of such business or such attempt might be
beneficial to the Company and its stockholders.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at this Annual Meeting, you are
urged to return your proxy promptly. If you are present at this Annual Meeting
and wish to vote your shares in person, your proxy may be revoked upon request.
17
<PAGE>
A COPY OF THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, AS FILED
WITH THE SEC WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, PAMRAPO BANCORP, INC., 611 AVENUE C,
BAYONNE, NEW JERSEY 07002.
By Order of the Board of Directors
` /s/ Margaret Russo
-------------------------
Margaret Russo, Secretary
Bayonne, New Jersey
March 17, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU HAD PLANNED TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
18
<PAGE>
REVOCABLE PROXY
LOGO
PAMRAPO BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
11:00 A.M.
--------------
The undersigned hereby appoints the official proxy committee (the
"Committee") consisting of all members of the Board of Directors of Pamrapo
Bancorp, Inc. (the "Company"), each with full power of substitution, to act as
attorneys and proxies for the undersigned, and to vote all shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Annual Meeting"), to be held at Hi-Hat Caterers,
180 West 54th Street, Bayonne, New Jersey, on April 16, 1997, at 11:00 a.m.,
and at any and all adjournments thereof.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE NOMINEES AS DIRECTORS
SPECIFIED UNDER PROPOSAL I AND "FOR" PROPOSAL II. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE COMMITTEE IN
ITS BEST JUDGMENT.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY.
<PAGE>
LOGO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" PROPOSALS I AND II.
PROPOSAL I. The VOTE PROPOSAL II. The FOR AGAINST ABSTAIN
election as FOR WITHHELD ratification of [_] [_] [_]
directors of all [_] [_] Radics & Co., LLC
nominees listed for the fiscal
(except as marked to year ending December 31, 1997
the contrary below).
The undersigned acknowledges
William J. Campbell and John A receipt from the Company prior to the
Morecraft execution of this proxy of a Notice
of Annual Meeting and of a Proxy
INSTRUCTION: To withhold your vote Statement dated March 17, 1997.
for any individual nominee, write
that nominee's name on the space PLEASE SIGN EXACTLY AS YOUR NAME AP-
provided below. PEARS ON THIS CARD. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE. IF SHARES ARE HELD JOINT-
LY, EACH HOLDER MAY SIGN BUT ONLY ONE
- ------------------------------------ SIGNATURE IS REQUIRED.
Dated: _______________________________
______________________________________
SIGNATURE OF STOCKHOLDER
______________________________________
SIGNATURE OF STOCKHOLDER
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
