<PAGE>
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] 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)
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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
PAMRAPO BANCORP, INC.
611 Avenue C
Bayonne, New Jersey 07002
(201) 339-4600
___________, 2000
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 May 5, 2000, at 11:00 a.m., at
Hi Hat Caterers, 180 West 54th Street, Bayonne, New Jersey.
The attached Notice of Annual Meeting of Stockholders 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 make a statement if they desire to do so and 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, "FOR" the re-incorporation of the Company to New Jersey under
Proposal II and "FOR" Proposal III, the ratification of Radics & Co., LLC as the
Company's 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,
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 May 5, 2000
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 May 5, 2000, 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. To ratify and approve a proposal to change the state of incorporation
of the Company from Delaware to New Jersey; and
3. The ratification of Radics & Co., LLC as independent auditors of the
Company for the fiscal year ending December 31, 2000.
In addition, such other matters as may properly come before the Annual
Meeting or any adjournments thereof will be considered and voted upon at the
Annual Meeting.
The Board of Directors has established March 10, 2000, 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 recordholders 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
Margaret Russo
Secretary
Bayonne, New Jersey
___________, 2000
<PAGE>
PAMRAPO BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 5, 2000
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 May
5, 2000 at 11:00 a.m., and at any adjournments thereof. The 1999 Annual Report
to Stockholders, including financial statements for the fiscal year ended
December 31, 1999, accompanies this proxy statement, which is first being mailed
to stockholders on or about ___________, 2000.
Regardless of the number of shares of common stock of Pamrapo Bancorp
("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, "FOR" the
re-incorporation of the Company to New Jersey and "FOR" Proposal III, 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 of Common Stock 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. ("Regan"), a proxy solicitation firm, will assist the Company
in soliciting proxies for the Annual Meeting
1
<PAGE>
and will be paid a fee of $3,250, plus out-of-pocket expenses. Proxies may also
be solicited personally 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, 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 March 10, 2000 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
2,647,924 shares.
In accordance with the provisions of the Company's certificate of
incorporation, record holders of Common Stock who beneficially own in excess of
ten percent (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 stockholder 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.
Under the Company's certificate of incorporation, the proposal for the
Company to reincorporate to New Jersey will require the approval of a majority
of the outstanding shares of Common Stock entitled to vote on this proposal.
Stockholders may vote "FOR", "AGAINST" or "ABSTAIN" from voting on this
proposal.
2
<PAGE>
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
stockholder 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.
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 be 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>
Amount and Nature
of Beneficial
Title of Class Name and Address of Beneficial Owner Ownership Percent of Class
<S> <C> <C> <C>
Common Stock William J. Campbell 284,222 10.7%
c/o Pamrapo Bancorp, Inc.
611 Avenue C
Bayonne, New Jersey 07002
Common Stock Pamrapo Savings Bank, S.L.A. 253,969 (1) 9.59%
Employee Stock Ownership Plan and Trust
c/o Pamrapo Savings Bank, S.L.A.
611 Avenue C
Bayonne, New Jersey 07002
Common Stock John Hancock Advisers, Inc. 206,000 (2) 7.78%
191 Huntington Avenue
Boston, Massachusetts 02199
Common Stock Dimensional Fund Advisors, Inc. 153,900 (3) 5.81%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
(1) The Employee Stock Ownership Plan ("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, 1999, 239,244 shares of Common Stock had been allocated to
participating employee accounts. As of this same date, 14,725 unallocated
shares remain in the ESOP.
(2) Based on information contained in a Schedule 13G filed with the SEC on
January 28, 1998.
(3) Based on information contained in a Schedule 13G filed with the SEC on
February 3, 2000.
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).
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.
William J. Campbell and John A. Morecraft have been nominated to stand for
election at the Annual Meeting. Both of the nominees named are 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 PROPOSAL I.
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
Common
Expiration Stock
Name and Principal Occupation Director of Beneficially Percent
at Present and for the Past Five Years Age Since (1) Term Owned(2) of Class
- ------------------------------------------- ---------- ------------- -------------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
Nominees:
William J. Campbell 62 1987 2003 284,222 10.7%
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 78 1982 2003 78,578 (3) 2.97%
Vice Chairman of the
Board of the Bank since
1987; President of John A.
Morecraft, Inc., a construction
firm, since 1949
Continuing Directors:
Dr. Jaime Portela 68 1977 2001 19,044 *
Retired Bayonne physician
James Kennedy 66 1994 2001 1,768 *
Retired executive of J.C.
Penney and Co.
Daniel J. Massarelli 68 1960 2002 98,975 3.74%
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 72 1993 2002 17,000 *
Former owner of O'Donnell
Agency, an independent real
estate and insurance agency
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common
Expiration Stock
Name and Principal Occupation Director of Beneficially Percent
at Present and for the Past Five Years Age Since (1) Term Owned(2) of Class
- ------------------------------------------- ---------- ------------- -------------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
Named Executive Officers:
Gary J. Thomas 51 -- -- 88,993 3.4%
Vice President, Treasurer and
Chief Financial Officer of the
Company and Bank
Robert A. Hughes 61 -- -- 35,782 1.4%
Vice President of the Company
and Bank
Stock ownership of all directors -- -- -- 624,361 (4)(5) 23.6%
and executive officers as a group
(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) Includes the shares noted in the footnotes above.
(5) Includes 44,593 shares allocated to executive officers under the ESOP.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers (as defined in regulations promulgated by
the Securities and Exchange Commission ("SEC") thereunder) and directors, and
persons who own more than ten percent (10%) 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 it complied with all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners.
Meetings of the Board and Committees of the Board
The Board of Directors of the Company held four meetings in 1999. The
Board of Directors of the Bank held 12 meetings in 1999. The Board of Directors
of the Bank maintains an Executive Committee and jointly maintains an Audit
Committee with the Company. No
6
<PAGE>
director of the Company attended fewer than seventy-five percent (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 1999.
The joint Audit Committee of the Company and the 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 four times in 1999.
The full Board of Directors of the Company acts as a nominating committee
(the "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 "ADDITIONAL INFORMATION--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 Bank receive an annual retainer of
$10,000. 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 $250 for every inspection 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.
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 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
7
<PAGE>
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, Massarelli and Portela, who are all 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 Common
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.
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; and
(iii) long term incentive compensation, including options and stock
awards.
8
<PAGE>
Mr. Campbell has employment agreements which specify a minimum base salary and
require 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
provided in this Proxy Statement. The salary levels are intended to be
consistent with competitive practices of 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.
Annual Bonus Awards. In determining bonus awards, the Personnel Committee
-------------------
considers the entire compensation package of the executive officers. As
discussed under the discussion of base salaries, the bonus awards are intended
to be consistent with competitive practices of comparable financial institutions
and each executive officer's level of responsibility.
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 1999.
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 a 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 twenty percent (20%) per year beginning on November
10, 1990. In addition, the Personnel Committee granted additional awards to
certain executive officers. All such awards have fully vested. The Personnel
Committee did not make any additional awards during 1999.
Compensation of the Chief Executive Officer. After taking into
-------------------------------------------
consideration the factors discussed above, including the overall compensation
package, and the specified performance
9
<PAGE>
factors, the Personnel Committee determined to increase Mr. Campbell's base
salary $25,000 over the previous year. Mr. Campbell did not receive an annual
bonus award for 1999. His compensation generally is comparable to the
compensation paid by peer institutions in the Bank's market area.
Personnel Committee
John A. Morecraft Dan Massarelli 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, LLP.
Comparative Five-Year Total Returns
Pamrapo Bancorp, Inc., Russell 2000 Index and
SNL $250M to $500M Thrifts Index
(Performance Results Through 12/31/99)
Pamrapo Bancorp, Inc.
[Graph]
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pamrapo Bancorp, Inc. 100.00 134.49 131.41 187.53 171.87 168.86
Russell 2000 100.00 128.45 149.64 183.10 178.44 216.37
SNL $250M-$500M Thrift Index 100.00 138.71 170.93 289.65 251.44 295.56
</TABLE>
11
<PAGE>
Summary Compensation Table. The following table shows, for the years
ending December 31, 1999, 1998 and 1997, 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 $100,000
(the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
Awards Payouts
Securities
Other Annual Underlying LTIP
Salary Compensation Restricted Options/ Payouts All Other
(1)(2) Bonus (3) Stock SARs (4) Compensation
Position Year ($) ($) ($) Awards (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William J. Campbell 1999 288,886 $27,071(5) $ $ None $4,760 (6)
Chief Executive 1998 282,200 27,071(5) - - - - - - None 5,000
Officer and 1997 218,885 27,071(5) - - - - - - None 73,371
President - -
Gary J. Thomas 1999 $124,270 $ 8,663(5) None $ 5,000 (6)
Vice President 1998 121,380 8,663(5) - - - - - - None 5,000
Treasurer and 1997 112,300 8,121(5) - - - - - - None 41,849
Chief Financial
Officer
Robert A. Hughes 1999 $109,834 $ 8,663(5) None $ 5,000 (6)
Vice President 1998 106,900 8,663(5) - - - - - - None 5,000
1997 99,246 8,121(5) - - - - - - None 30,725
</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 and the Company.
(3) For fiscal years 1999, 1998, and 1997 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 1999, 1998 and 1997, 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 $4,760, $5,000 and $5,000, respectively, contributed by the Bank
to the account of Messrs. Campbell, Thomas and Hughes pursuant to the
Bank's 401(K) Plan.
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Employment Agreements. William J. Campbell's employment agreements with
the Bank and Company provide for three-year terms. On each anniversary date of
the agreements, the agreements automatically are 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 his life, health and
disability coverage for the remaining term of the agreements or, if earlier,
until he 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
$789,971, 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 term automatically was extended for an additional year upon
the first anniversary date of the date of the agreement and will be
automatically extended at each anniversary date thereafter such that the
remaining term is 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
terminates his employment following demotion, loss of title, office, significant
authority, a reduction in compensation, or relocation of his principal place of
employment, Mr. Thomas will 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 terminates his employment following
demotion, loss of title, office, significant authority, a reduction in
compensation, or relocation of his principal place of employment, Mr. Hughes
will be entitled to receive a payment in an amount equal to three times his
respective average annual compensation for the three previous years of
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<PAGE>
his employment with the Company and the Bank. If a change in control occurs,
based on current annual compensation, the amount payable to Messrs. Thomas and
Hughes would be approximately $357,950 and $315,980, 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. No options were exercised by the Named
Executive Officers during 1999. In addition, no outstanding stock options were
held by the Named Executive Officers as of December 31, 1999.
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
1999 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 1999
-----------------------------------------------------------------------------------------------
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 6,178 9,266 12,355 15,444 18,533 21,622
$100,000 13,678 20,516 27,355 34,194 41,033 47,872
$150,000 21,178 31,766 42,355 52,944 63,533 74,122
$160,000 22,678 34,016 45,355 56,694 68,033 79,372
$200,000(3) 22,678 34,016 45,355 56,694 68,033 79,372
</TABLE>
(1) As of December 31, 1999, William J. Campbell, Gary J. Thomas and Robert A.
Hughes had 36, 24 and 9 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) $160,000 is the maximum salary limitation for computation of benefits under
the Tax Reform Act of 1986, for the 1999 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
14
<PAGE>
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 seventy-five percent (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 1997, 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 for a period of fifteen (15) years certain.
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, 1999, Mr. William J. Campbell had one loan outstanding
which was 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 1999 was $33,136. The balance of
the loan at December 31, 1999 was $31,182. 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 1999 was $142,078. The balance of the loan at December 31, 1999
was $138,329.
PROPOSAL II. RE-INCORPORATION OF THE COMPANY TO NEW JERSEY
The Board of Directors believes that the best interests of the Company and
its stockholders will be served by changing the state of incorporation from
Delaware to New Jersey. The principal reasons for the re-incorporation are to
significantly reduce the annual state franchise taxes paid by the Company and to
be incorporated in the state in which the Company's principal offices are
located.
In order to effect the re-incorporation in New Jersey, the Company will
form a wholly-owned subsidiary in the State of New Jersey under the name of
"Pamrapo Bancorp, Inc." ("New Jersey Company"). As soon as permitted by law
after stockholder approval of this proposal, the re-incorporation will be
effected by a merger ("Merger") of the Company with and into the New Jersey
Company, with the New Jersey Company as the surviving corporation.
Immediately following and pursuant to the Merger: (i) each share of Common
Stock of the Company will be converted into one share of common stock of the New
Jersey Company and (ii) the directors and officers of the New Jersey Company
will be identical to those of the
15
<PAGE>
Company, which will cease to exist as a separate entity as a result of the
Merger. The New Jersey Company will succeed to all of the Company's assets,
liabilities and business operations. Included with this Proxy Statement as
Exhibits A, B and C, respectively, are the Certificate of Incorporation of the
New Jersey Company, the bylaws of the New Jersey Company and the Articles and
Plan of Merger pursuant to which the Merger will be effected.
The Company is presently incorporated under the laws of the state of
Delaware and is governed by its certificate of incorporation, its bylaws and the
Delaware General Corporation Law ("DGCL"). The Company will, in connection with
this proposal, merge into the New Jersey Company which was formed solely for the
purpose of the Merger. The surviving corporation in the merger will be the New
Jersey Company and thus, the applicable law with respect to such matters as the
rights and obligations of the New Jersey Company and its shareholders will be
governed by the New Jersey Business Corporation Act ("NJBCA"). The Company, as
holding company for the Bank, is subject to regulation by the Office of Thrift
Supervision ("OTS"). OTS regulations would generally prohibit a company from
acquiring control of the Bank without first obtaining prior written approval.
In the case of a statutory merger, however, the New Jersey Company is not
required to obtain prior written approval of the Merger from the OTS, provided
that it has filed a notification form with the OTS, and 30 days has elapsed
without objection from the OTS. The Merger, if approved by the shareholders,
will be effectuated as soon as practicable following the 30 day waiting period.
Comparison of Shareholder Rights
Set forth below is a discussion outlining the material differences between
the Company and the New Jersey Company by virtue of differences in their
respective certificate of incorporation, bylaws and in the laws of Delaware and
New Jersey. While it is impractical to compare all these differences, the
following discussion summarizes certain of the material significant differences.
The following does not purport to be a complete statement of the rights and/or
obligations of the shareholders under applicable New Jersey law, the certificate
of incorporation of the Company or New Jersey Company or the bylaws of the
Company or New Jersey Company, or a complete description of the specific
provisions referred to herein.
Special Meetings of Shareholders. The NJBCA provides that a special meeting of
shareholders may be called by the president, Board of Directors or such other
directors, officers or shareholders as may be provided in the bylaws, and upon
application of the holder or holders of not less than 10% of all the shares
entitled to vote at a meeting, the Superior Court, for good cause shown, may
order a special meeting to be called. The DGCL provides that only the board of
directors or such person or persons as may be authorized by the certificate of
incorporation or bylaws may call special meetings of the shareholders. The
bylaws of the Company provide that special meetings may be called by only a
majority of the board of directors. The New Jersey Company's bylaws provide
that special meetings of shareholders may be called by either the President or a
majority of the Board of Directors.
Shareholder Action by Written Consent. Under the NJBCA, any action which may be
taken by shareholders at a meeting may be taken without a meeting if all the
shareholders entitled to vote on the matter give their written consent. However,
if shareholder approval is required to
16
<PAGE>
effectuate a merger, consolidation, acquisition or sale of assets, the
transaction may also be effectuated if all of the shares entitled to vote on the
matter provide written consent and all other shareholders are provided with
appropriate notice. The DGCL provides that, unless limited by the certificate of
incorporation, any action which may be taken at a meeting of stockholders may be
taken without a meeting, without prior notice and without a vote, if the holders
of stock having not less than the minimum number of votes otherwise required to
approve such action consent in writing. The Certificate of Incorporation and the
bylaws of the Company and the New Jersey Company do not permit stockholder
action by written consent.
Amendments to Certificate of Incorporation. The NJBCA provides that an
amendment to certain terms of a New Jersey corporation's Certificate of
Incorporation may be made by board action alone, but most general amendments
under NJBCA must be approved by the affirmative vote of a majority of the votes
cast by the shareholders entitled to vote thereon, unless the certificate of
incorporation requires a greater percentage. The DGCL provides that amendments
to a Delaware corporation's certificate of incorporation must be approved by the
affirmative vote of the holders of a majority of the voting stock of the
corporation entitled to vote thereon (and, if applicable, a majority of the
outstanding stock of each class entitled to vote thereon), unless the
certificate of incorporation requires a greater percentage. Neither the
certificate of incorporation of the Company nor of the New Jersey Company
requires a greater percentage, except with respect to amendments made to: (1)
sections (c) and (d) of Article Fifth (governing the corporate conduct and
affairs), (2) Article Sixth (governing the board of directors), (3) Article
Seventh (governing amendments to the bylaws), (4) Article Eighth (governing
business combinations), (5) Article Tenth (governing indemnification of officers
and directors) and (6) Article Twelfth (governing amendments to the certificate
of incorporation, which require the approval of eighty percent (80%) of the
voting power then outstanding.).
Amendments to Bylaws. The NJBCA provides that a Board of Directors has the
power to make, alter and repeal a corporation's bylaws, unless such power is
reserved to the corporation's shareholders in the corporation's certificate of
incorporation. Under the DGCL, the shareholders of a Delaware corporation and,
if the certificate of incorporation so provides, the Board of Directors, have
the power to adopt, amend or repeal a corporation's bylaws. The certificate of
incorporation of the Company and the New Jersey Company both permit amendment to
the bylaws by either (1) a majority vote of the Board of Directors or (2) the
affirmative vote of eighty percent (80%) of the voting power then outstanding.
Board of Directors. Under the NJBCA, the board of directors may consist of one
or more members, as provided in the bylaws and subject to any provision
contained in the certificate of incorporation. Under the DGCL, the board of
directors of a corporation may consist of one or more members as provided in the
bylaws, unless the certificate of incorporation fixes the number of directors.
The bylaws of the Company and the New Jersey Company fix the number of directors
on their respective board of directors at six (6).
Classification of the Board of Directors. Both the NJBCA and the DGCL permit,
but do not require, the adoption of a "classified" Board of Directors with
staggered terms under which a part of the Board of Directors or a class is
elected each year. Under the NJBCA, the authorization for such as classified
Board of Directors must be included in the corporation's certificate of
17
<PAGE>
incorporation or an amendment thereto. Additionally, under the NJBCA, the
maximum term of each class of directors is five years. Contrarily, the DGCL
permits the authorization of a classified Board of Directors to be included in
the certificate of incorporation or bylaws of a corporation or an amendment to
either document. Delaware law does not limit the term of any director. The
Board of Directors of both the Company and the New Jersey Company are
classified.
Removal of Directors. In general, under the NJBCA, any or all of the directors
of a corporation may be removed for cause, or, unless otherwise provided in the
certificate of incorporation, without cause by the vote of a majority of the
votes cast by the holders of the shares then entitled to vote at an election of
directors; however, if the Board of Directors is classified, shareholders are
not entitled to remove directors without cause. Under the DGCL, any or all of
the directors of a corporation may be removed with or without cause, by the vote
of a majority of the shares then entitled to vote at an election of directors;
however, if the Board of Directors is classified (i.e., having multi-year,
staggered terms, which the Delaware Company does not have), directors may only
be removed for cause, unless the certificate of incorporation provides
otherwise. The certificate of incorporation and bylaws for both the Company and
the New Jersey Company provide for removal only for cause and with the vote of
eighty percent (80%) of the voting stock then outstanding.
Vacancies on the Board of Directors. Under the NJBCA, unless the certificate of
incorporation or bylaws provide otherwise, a vacancy, however caused, and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by the affirmative vote of a majority of the remaining
directors even if less than a quorum or by a sole remaining director. In
addition, under the NJBCA, any directorship not filled by the board may be
filled by the shareholders. The NJBCA permits the person filling the vacancy to
serve until the next succeeding annual meeting and until his successor is
elected and qualified. Under the DGCL, vacancies may be filled by a majority of
the directors then in office unless the certificate of incorporation or bylaws
provide otherwise and the person filling the vacancy may serve until the term of
office of such directorship expires. The certificate of incorporation and
bylaws of the New Jersey Company provide that the person filling the vacancy may
serve only until the next succeeding annual meeting, which differs from the
Company's certificate of incorporation and bylaws that provide for the person
filling the vacancy to serve to the end of the term of the vacancy.
Differential Voting Rights. The Company's certificate of incorporation provides
for differential voting rights, whereby record holders of Common Stock who
beneficially own in excess of ten percent (10%) (the "Limit") of the outstanding
shares of Common Stock are not entitled to any vote with respect of the shares
held in excess of the Limit. The certificate of incorporation for the New Jersey
Company will not contain the limitation upon voting rights of shareholders and
the Company's certificate of incorporation. The New Jersey statutes have been
interpreted by case law to specifically prohibit differential voting rights
within a particular class of shares.
Liability and Indemnification of Officers and Directors. Both the NJBCA and the
DGCL contain provisions and limitations regarding directors' liability and
regarding indemnification by a corporation of its officers, directors and
employees.
18
<PAGE>
The NJBCA permits a New Jersey corporation to include a provision in its
Certificate of Incorporation which eliminates or limits the personal liability
of a director or officer to the corporation or its shareholders for monetary
damages for breach of fiduciary duties as a director or officer. However, no
such provision may eliminate or limit the liability of a director or officer for
any breach of duty based upon an act or omission (i) in breach of the
director's or officer's duty of loyalty to the corporation or its shareholders,
(ii) not in good faith or involving a knowing violation of law, or (iii)
resulting in receipt by such person of an improper personal benefit. Under the
NJBCA, corporations are also permitted to indemnify directors in certain
circumstances and required to indemnify directors under certain circumstances.
Under the NJBCA, a director, officer, employee or agent may, in general, be
indemnified by the corporation if he has acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In addition, under the
NJBCA, corporations must indemnify a director to the extent the director has
been successful on the merits or otherwise. The Company's Certificate of
Incorporation includes such a provision.
The DGCL permits a Delaware corporation to include a provision in its
Certificate of Incorporation which eliminates or limits the personal liability
of a director to the corporation or its shareholders for monetary damages for
breach of fiduciary duties as a director, including conduct which could be
characterized as negligence or gross negligence. However, no such provision may
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends or
unlawful stock purchase or redemption or other violations of Section 174 of the
Delaware Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision may be extended to persons
other than directors if such persons exercise or perform any of the powers or
duties otherwise conferred or imposed upon the board of directors. The DGCL
further provides that no such provision can eliminate or limit the liability of
a director for any act or omission occurring prior to the date when such
provision becomes effective. Under the DGCL, a corporation has the power to
indemnify a director against judgments, settlements and expenses in any
litigation or other proceeding other than a derivative suit, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The indemnification
provisions of the DGCL make mandatory the indemnification of a director to the
extent that the director has been successful on the merits or otherwise, thus
possibly requiring indemnification of settlements in certain instances. The
DGCL also provides that a director may be indemnified by the corporation for
expenses of a derivative suit even if he is not successful on the merits,
provided he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, subject, in the case of
an adverse judgment, to court approval. The Delaware Company's Certificate of
Incorporation includes such a provision.
Dissenter's Rights. Under the NJBCA, dissenting shareholders who comply with
certain procedures are entitled to appraisal rights in connection with the
merger, consolidation or sale, lease, exchange or other disposition of all or
substantially all of the assets of a corporation not in
19
<PAGE>
the usual or regular course of business, unless the certificate of incorporation
otherwise provides, except that such rights are not provided when (i) the shares
to vote on such transaction are listed on a national securities exchange or held
of record by not less than 1,000 holders (or shareholders receive in such
transaction cash and/or securities which are listed on a national securities
exchange or held of record by not less than 1,000 shareholders) or (ii) no vote
of the corporation's shareholders is required for the proposed transaction.
Under the DGCL, dissenting stockholders who follow prescribed statutory
procedures are entitled to appraisal rights in connection with certain mergers
or consolidations, unless otherwise provided in the corporation's certificate
of incorporation, except that such rights are not provided when (i) the shares
of the corporation are listed on a national securities exchange or designated as
a national market system security by the NASD or held of record by more than
2,000 shareholders and stockholders receive in the merger shares of the
surviving corporation or of any other corporation the shares of which are listed
on a national securities exchange or designated as a national market system
security by the NASD, or held of record by more than 2,000 shareholders or (ii)
the corporation is the surviving corporation and no vote of its stockholders is
required for the merger.
Dividends. The NJBCA prohibits a corporation from making any distribution to
its shareholders if, after giving effect to such distribution, the corporation
would be unable to pay its debts as they become due in the usual course of
business or the corporation's total assets would be less than its total
liabilities. The DGCL permits a corporation to pay dividends out of any surplus
and, if it has no surplus, out of any net profits for the fiscal year in which
the dividend or for the preceding fiscal year (provided that such payment will
not reduce capital below the amount of capital represented by all classes of
shares having a preference upon the distribution of assets).
Repurchases of Stock. The NJBCA prohibits a corporation from repurchasing or
redeeming its shares if (i) after giving effect to such repurchase or
redemption, the corporation would be unable to pay its debts as they become due
in the usual course of business or the corporation's total assets would be less
than its total liabilities, or (ii) such repurchase or redemption is contrary to
any restrictions contained in the corporation's certificate of incorporation.
Under the DGCL, a corporation may repurchase or redeem its shares only out of
surplus and only if such purchase does not impair capital. However, a
corporation may redeem preferred stock out of capital if such shares will be
retired upon redemption and the stated capital of the corporation is thereupon
reduced in accordance with the DGCL.
Inspection of Books and Records. The NJBCA grants the right to inspect a
corporation's minutes of shareholder proceedings and its record of shareholders
only for any proper purpose and only (i) to shareholders of record for at least
6 months preceding the demand, (ii) to holders of at least 5% of the outstanding
shares of any class or series of the corporation's stock or (iii) to
shareholders upon receipt of court order. The DGCL provides that any
stockholder may for a proper purpose inspect a corporation's stock ledger, a
list of its stockholders and its other books and records.
Business Combinations. Section 14A:10A-4 of the NJBCA provides, among other
things, that no resident domestic corporation may engage in any business
combination with any "interested
20
<PAGE>
shareholder" of such corporation (defined as a holder of 10% or more stock) for
a period of five years unless such business combination is approved by the board
of directors prior to the date on which the interested shareholder made its
stock acquisition. In addition to the restrictions stated in the preceding
sentence, no such corporation may engage in a business combination with an
interested shareholder other than one in which (i) the board of directors has
approved such business combination prior to such interested shareholder's stock
acquisition date; (ii) such business combination is approved by the affirmative
vote of the holders of two-thirds of the voting stock not beneficially owned by
that interested shareholder at a meeting called for such purpose; or (iii) the
aggregate amount of cash and the market value, as of the consummation date, of
consideration to be received per share by holders of outstanding shares of
common stock in the business combination is at least equal to a certain "fair
price" as determined by various criteria set forth in the statute, subject to
certain exceptions.
Section 14A:10-5 of the NJBCA provides, among other things, that any
person making an offer to purchase in excess of 10% (or such amount which, when
aggregated with such person's present holdings, exceeds 10%) of any class of
equity securities of any corporation or other issuer of securities which is
organized under the laws of New Jersey must, 20 days before the offer is made
file a disclosure statement with the target company and the Bureau of Securities
in the Division of Consumer Affairs in the Department of Law and Public Safety
of the State of New Jersey (the "Bureau"). Such takeover bid may not proceed
until after receipt of the Bureau's permission, which may not be denied unless
the Bureau, after public hearing, finds that (i) financial condition of the
offeror is such as to jeopardize the financial stability of the target company,
or prejudice the interests of any employees or security holders who are
unaffiliated with the offeror, (ii) the terms of the offer are unfair or
inequitable to the securityholders of the target company, (iii) the plans and
proposals which the offeror has to make any material change in the target
company's business or corporate structure or management, are not in the interest
of the target company's remaining securityholders or employees, (iv) the
competence, experience and integrity of those persons who would control the
operation of the target company are such that it would not be in the interest of
the target company's remaining securityholders or employees to permit the
takeover, or (v) the terms of the takeover bid do not comply with the provisions
of Section 14A:10A of the NJBCA.
Section 203 of DGCL regulates a wide range of transactions ("business
combinations") between a corporation and an interested stockholder. An
"interested stockholder" is, generally, any person who beneficially owns,
directly or indirectly, 15% of more of the corporation's outstanding voting
stock. "Business combinations" are broadly defined to include (i) mergers or
consolidations with, (ii) sales or other dispositions of more than 10% of the
corporation's assets to, (iii) certain transactions resulting in the issuance or
transfer of any stock of the corporation or any subsidiary to, (iv) certain
transactions which would result in increasing the proportionate share of stock
of the corporation or any subsidiary owned by, or (v) receipt of the benefit
(other than proportionately as a stockholder) of any loans, advances of other
financial benefits by, an interested stockholder. Section 203 of the DGCL
provides that an interested stockholder may not engage in a business combination
with the corporation for a period of three years from the date of becoming an
interested stockholder unless (i) prior to such date the board of directors
approved either the business combination or the transaction which resulted in
the person becoming an interested stockholder, (ii) upon consummation of the
transaction which resulted in
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the person becoming an interested stockholder, that the person owned at least
85% of the corporation's voting stock outstanding at the time the transaction
commenced (excluding shares owned by officers and directors and shares owned by
certain employee stock plans) or (iii) on or subsequent to such date the
business combination is approved by the board of directors and authorized by the
affirmative vote of at least 66 2/3% of the outstanding voting stock not owned
by the interested stockholder. These restrictions placed on interested
stockholders do not apply to a corporation whose certificate of incorporation
contains a provision expressly electing not to be governed by the statute.
Dissolution. Each of the NJBCA and the DGCL provides that a corporation may be
voluntarily dissolved by (i) the written consent of all its shareholders or (ii)
the adoption by the corporation's board of directors of a resolution
recommending that the corporation be dissolved and submission of the resolution
to a meeting of shareholders, at which meeting the resolution is adopted. The
NJBCA requires the affirmative vote of the majority of votes cast (assuming the
number of votes cast constitutes a quorum), while the DGCL requires the
affirmative vote of a least a majority of the outstanding stock.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted FOR the proposal to re-incorporate the Company in New Jersey.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL TO RE-
INCORPORATE IN NEW JERSEY
PROPOSAL III. RATIFICATION OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
1999 were Radics & Co., LLC. The Company's Board of Directors has re-appointed
Radics & Co., LLC to continue as independent auditors for the Bank and the
Company for the fiscal year ending December 31, 2000, 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 the appointment 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.
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ADDITIONAL INFORMATION
Stockholder Proposals For Annual Meeting Held in 2001
To be included in the proxy statement and form of proxy for the annual
meeting of stockholders to be held in 2001, 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 December 28,
2000. Any such proposal will be subject to Rule 14a-8 of the rules and
regulations of the SEC.
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.
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A COPY OF THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, 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
Margaret Russo
Secretary
Bayonne, New Jersey
March 24, 2000
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.
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EXHIBIT A CERTIFICATE OF INCORPORATION
OF
PAMRAPO BANCORP, INC.
FIRST: The name of the Corporation is Pamrapo Bancorp, Inc. (hereinafter
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sometimes referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the State of
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New Jersey is 611 Avenue C, Bayonne, New Jersey 07002. The name of the
registered agent at that address is Pamrapo Bancorp, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
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activity for which a corporation may be organized under the New Jersey Business
Corporation Act.
FOURTH:
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A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is ten million (10,000,000) consisting
of:
(a) three million (3,000,000) shares of Preferred Stock, par value one
cent ($.01) per share (the "Preferred Stock"); and
(b) seven million (7,000,000) shares of Common Stock, par value one
cent ($.01) per share (the "Common Stock").
B. The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of New Jersey (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.
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FIFTH: The following provisions are inserted for the management of the business
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and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
(a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers
and authority expressly conferred upon them by Statute or by this
Certificate of Incorporation or the By-laws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.
(b) The directors of the Corporation need not be elected by written
ballot unless the By-laws so provide.
(c) Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.
(d) Special meetings of stockholders of the Corporation may be called
only by the President, or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to
the Board for adoption) (the "Whole Board").
SIXTH:
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A. The number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
Whole Board. The directors shall be divided into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the second annual meeting of stockholders, the term of office of the
second class to expire at the annual meeting of stockholders one year thereafter
and the term of office of the third class to expire at the annual meeting of
stockholders two years thereafter. At each annual meeting of stockholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election. The initial directors of the Corporation shall be six in number and
are as follows:
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William J. Campbell John A. Morecraft
106 West 5th Street 1132 Marine Way West
Bayonne, NJ 07002 Apt. E2L
North Palm Beach, FL 33408
James Kennedy
120 Garfield Avenue Francis J. O'Donnell
Avon, NJ 07717 27 Muncy Drive
West Long Branch, NJ 07764
Daniel J. Massarelli
27 West 14th Street Dr. Jaime Portela
Bayonne, NJ 07002 3610 Yacht Club Drive
Apt. 401
Portsview Aventura, FL 33180
B. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
C. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
By-Laws of the Corporation.
D. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 80 percent of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions of
Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting
together as a single class.
SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
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repeal By-laws of the Corporation. Any adoption, amendment or repeal of the By-
laws of the Corporation by the Board of Directors shall require the approval of
a majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the By-laws of the Corporation. In
3
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addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors (after giving effect to
the provisions of Article FOURTH), voting together as a single class, shall be
required to adopt, amend or repeal any provisions of the By-laws of the
Corporation.
EIGHTH:
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A. In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in this
Section:
(1) any merger or consolidation of the Corporation or any Subsidiary
(as hereinafter defined) with (i) any Interested Stockholder (as
hereinafter defined) or (ii) any other corporation (whether or not itself
an Interested Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an Interested
Stockholder; or
(2) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder, or any Affiliate of any Interested Stockholder, of
any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value (as hereafter defined) equaling or exceeding 25% or more of
the combined assets of the Corporation and its Subsidiaries; or
(3) the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate Fair Market
Value (as hereinafter defined) equaling or exceeding 25% of the combined
assets of the Corporation and its Subsidiaries except pursuant to an
employee benefit plan of the Corporation or any Subsidiary thereof; or
(4) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an interested
Stockholder or any Affiliate of any Interested Stockholder; or
(5) any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation
4
<PAGE>
with any of its Subsidiaries or any other transaction (whether or not with
or into or otherwise involving an Interested Stockholder) which has the
effect, directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible securities of
the Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Stockholder or any Affiliate of any Interested Stockholder;
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the "Voting Stock"), voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of this Certificate of Incorporation or any
Preferred Stock Designation or in any agreement with any national securities
exchange or otherwise.
The term "Business Combination" as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH.
B. The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only the affirmative vote of the majority of the outstanding
shares of capital stock entitled to vote, or such vote as is required by law or
by this Certificate of Incorporation, if, in the case of any Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation solely in their capacity as stockholders
of the Corporation, the condition specified in the following paragraph 1 is met
or, in the case of any other Business Combination, all of the conditions
specified in either of the following paragraphs 1 and 2 are met:
1. The Business Combination shall have been approved by a majority
of the Disinterested Directors (as hereinafter defined).
2. All of the following conditions shall have been met:
(a) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by the holders
of Common Stock in such Business Combination shall at least be equal
to the higher of the following:
5
<PAGE>
I. (if applicable) the Highest Per Share Price (as
hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers' fees, paid by the
Interested Stockholder or any of its Affiliates for any shares of
Common Stock acquired by it (X) within the two-year period
immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement Date"),
or (Y) in the transaction in which it became an Interested
Stockholder, whichever is higher.
II. the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is
referred to in this Article EIGHTH as the "Determination Date"),
whichever is higher.
(b) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
shares of any class of outstanding Voting Stock other than Common
Stock shall be at least equal to the highest of the following (it
being intended that the requirements of this subparagraph (b) shall be
required to be met with respect to every such class of outstanding
Voting Stock, whether or not the Interested Stockholder has previously
acquired any shares of a particular class of Voting Stock):
I. (if applicable) the Highest Per Share Price (as
hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers' fees, paid by the
Interested Stockholder for any shares of such class of Voting
Stock acquired by it (X) within the two-year period immediately
prior to the Announcement Date, or (Y) in the transaction in
which it became an Interested Stockholder, whichever is higher;
II. (if applicable) the highest preferential amount per
share to which the holders of shares of such class of Voting
Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; and
6
<PAGE>
III. the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the Determination
Date, whichever is higher.
(c) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in
cash or in the same form as the Interested Stockholder has previously
paid for shares of such class of Voting Stock. If the Interested
Stockholder has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration to be
received per share by holders of shares of such class of Voting Stock
shall be either cash or the form used to acquire the largest number of
shares of such class of Voting Stock previously acquired by the
Interested Stockholder. The price determined in accordance with
subparagraph B.2 of this Article EIGHTH shall be subject to
appropriate adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.
(d) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination: (i) except as approved by a majority of the
Disinterested Directors, there shall have been no failure to declare
and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) on any outstanding stock having preference
over the Common Stock as to dividends or liquidation; (ii) there shall
have been (X) no reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any subdivision of the
Common Stock), except as approved by a majority of the Disinterested
Directors, and (Y) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding shares of
the Common Stock, unless the failure to so increase such annual rate
is approved by a majority of the Disinterested Directors, and (iii)
neither such Interested Stockholder or any of its Affiliates shall
have become the beneficial owner of any additional shares of Voting
Stock except as part of the transaction which results in such
Interested Stockholder becoming an Interested Stockholder.
7
<PAGE>
(e) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(f) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to stockholders of the Corporation at
least 30 days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
C. For the purposes of this Article EIGHTH:
1. A "Person" shall include an individual, a group acting in concert,
a corporation, a partnership, an association, a joint venture, a pool, a
joint stock company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of securities.
2. "Interested Stockholder" shall mean any person (other than the
Corporation or any Holding Company or Subsidiary thereof) who or which:
(a) is the beneficial owner, directly or indirectly, of more than
10% of the voting power of the outstanding Voting Stock; or
(b) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the voting
power of the then outstanding Voting Stock; or
(c) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any
Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction
8
<PAGE>
or series of transactions not
involving a public offering within the meaning of the Securities Act
of 1933.
3. A person shall be a "beneficial owner" of any Voting Stock:
(a) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934;
or
(b) which such person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (ii) the right to vote pursuant to any agreement, arrangement or
understanding (but neither such person nor any such Affiliate or
Associate shall be deemed to be the beneficial owner of any shares of
solely by reason of a revocable proxy granted for a particular meeting
of stockholders, pursuant to a public solicitation of proxies for such
meeting, and with respect to which shares neither such person nor any
such Affiliate or Associate is otherwise deemed the beneficial owner);
or
(c) which are beneficially owned, directly or indirectly within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
by any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purposes of acquiring, holding, voting (other than solely by reason of
a revocable proxy as described in subparagraph (b) of this paragraph
3.) or disposing of any shares of Voting Stock;
provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.
4. For the purpose of determining whether a person is an Interested
Stockholder pursuant to Paragraph 2 of this Section C, the number of shares
of Voting
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<PAGE>
Stock deemed to be outstanding shall include shares deemed owned
through application of Paragraph 3 of this Section C but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
5. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
6. "Subsidiary" means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in Paragraph 2 of this Section C, the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by the
Corporation.
7. "Disinterested Director" means any member of the Board of
Directors who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy of the Board of Directors or who is
elected and who, in either event is unaffiliated with the Interested
Stockholder and in connection with his or her initial assumption of office
is recommended for appointment or election by a majority of Disinterested
Directors then on the Board of Directors.
8. "Fair Market Value" means: (a) in the case of stock, the highest
closing sales price of the stock during the 30-day period immediately
preceding the date in question of a share of such stock on the National
Association of Securities Dealers Automated Quotation System or any system
then in use, or, if such stock is admitted to trading on a principal United
States securities exchange registered under the Securities Exchange Act of
1934, Fair Market Value shall be the highest sale price reported during the
30-day period preceding the date in question, or, if no such quotations are
available, the Fair Market Value on the date in question of a share of such
stock as determined by the Board of Directors in good faith, in each case
with respect to any class of stock, appropriately adjusted for any dividend
or distribution in shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller number
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<PAGE>
of shares of such stock, and (b) in the case of property other than cash or
stock, the Fair Market Value of such property on the date in question as
determined by the Board of Directors in good faith.
9. Reference to "Highest Per Share Price" shall in each case with
respect to any class of stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater number
of shares of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such
stock.
10. In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used in
Subparagraphs (a) and (b) of Paragraph 2 of Section B of this Article
EIGHTH shall include the shares of Common Stock and/or the shares of any
other class of outstanding Voting Stock retained by the holders of such
shares.
D. A majority of the Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article EIGHTH, on the basis of
information known to them after reasonable inquiry, (a) whether a person is an
Interested Stockholder; (b) the number of shares of Voting Stock beneficially
owned by any person; (c) whether a person is an Affiliate or Associate of
another; and (d) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value equaling or exceeding 25% of the
combined assets of the Corporation and its Subsidiaries. A majority of the
Directors shall have the further power to interpret all of the terms and
provisions of this Article EIGHTH.
E. Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.
F. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the voting power of all of the then-
outstanding shares of the
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Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal this Article EIGHTH.
NINTH: The Board of Directors of the Corporation, when evaluating any offer of
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another Person (as defined in Article EIGHTH hereof) to (A) make a tender or
exchange offer for any equity security of the Corporation, (B) merge or
consolidate the Corporation with another corporation or entity or (C) purchase
or otherwise acquire all or substantially all of the properties and assets of
the Corporation may, in connection with the exercise of its judgment in
determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation the social and economic effect of acceptance of such offer on the
Corporation's present and future customers and employees and those of its
Subsidiaries (as defined in Article EIGHTH hereof); on the communities in which
the Corporation and its Subsidiaries operate or are located; on the ability of
the Corporation to fulfill its corporate objectives as a savings and loan
holding company and on the ability of its subsidiary savings association to
fulfill the objectives of a New Jersey-chartered stock form savings association
under applicable statutes and regulations.
TENTH:
- -----
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the New Jersey Business Corporation Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith;
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provided, however, that, except as provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the New Jersey
Business Corporation Act requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter and "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not
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met any applicable standard for indemnification set forth in the New Jersey
Business Corporation Act. Neither the failure of the Corporation (including its
board of directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the New Jersey Business Corporation
Act, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the New Jersey Business Corporation Act.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
ELEVENTH: A director of this Corporation shall not be personally liable to the
- --------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
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violation of law, (iii) under Section 14A:6-12 of the New Jersey Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit. If the New Jersey Business Corporation Act is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the New Jersey Business
Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.
TWELFTH: The Corporation reserves the right to amend or repeal any provision
- -------
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of New Jersey and all rights conferred upon stockholders are
granted subject to this reservation; provided, however, that, notwithstanding
-------- --------
any other provision of this Certificate of Incorporation or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
vote of the holders of any class or series of the stock of this Corporation
required by law or by this Certificate of Incorporation, the affirmative vote of
the holders of at least 80 percent of the voting power of all of the then-
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions of
Article FOURTH), voting together as a single class, shall be required to amend
or repeal this Article TWELFTH, clauses (c) or (d) of Article FIFTH, Article
SIXTH, Article SEVENTH, Article EIGHTH or Article TENTH.
THIRTEENTH: The name and mailing address of the sole incorporator are as
- ----------
follows:
Name Mailing Address
---- ---------------
William J. Campbell 611 Avenue C
Bayonne, NJ 07002
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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of New Jersey, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this _____ day of _____________,
2000.
-------------------------------------
William J. Campbell
16
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EXHIBIT B
PAMRAPO BANCORP, INC.
BY-LAWS
ARTICLE I - STOCKHOLDERS
---------- ------------
Section 1. Annual Meeting.
- --------------------------
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.
Section 2. Special Meetings.
- ----------------------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the President or Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies on the Board of Directors
(hereinafter the "Whole Board").
Section 3. Notice of Meetings.
- ------------------------------
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the New Jersey Business Corporation Act or the Certificate of Incorporation of
the Corporation).
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When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. Quorum
- -----------------
At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. Where a
separate vote by a class or classes is required, a majority of the shares of
such class or classes present in person or represented by proxy shall constitute
a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
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Section 5. Organization.
- ------------------------
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. Conduct of Business.
- -------------------------------
(a) The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.
(b) At any annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the principal executive offices of the Corporation not less than thirty (30)
days prior to the date of the annual 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 10th
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A
3
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stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposed such
business, (iii) the class and number of shares of the Corporation's capital
stock that are beneficially owned by such stockholder and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
By-laws to the contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this Section 6(b).
The officer of the Corporation or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 6(b) and, if he should so determine, he shall so
declare to the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors or by or at the direction of the holders of not less
than one-tenth of all the outstanding capital stock of the Corporation at whose
instance the special meeting is called.
(c) Only persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only (i) by or
at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 6(c). Such
nominations, other than
4
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those made by or at the direction of the Board of Directors, shall be made by
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered or mailed to and received at the
principal executive offices of the Corporation not less than 30 days prior to
the date of the meeting; provided, however, that in the event that less than 40
days' notice or prior disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected) ; and (ii) as to
the stockholder giving the notice (x) the name and address, as they appear on
the Corporation's books, of such stockholder and (y) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the provisions of this Section 6(c). The officer of the Corporation or
other person presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and, if he or
she
5
<PAGE>
should so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.
Section 7. Proxies and Voting.
- ------------------------------
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his or her name on the record date for the
meeting, except as otherwise provided herein or required by law.
All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefore by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.
Section 8. Stock List.
- ---------------------
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, during ordinary business hours for a
6
<PAGE>
period of at least twenty (20) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 9. Consent of Stockholders in Lieu of Meeting.
- ------------------------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.
ARTICLE II - BOARD OF DIRECTORS
---------- ------------------
Section 1. General Powers, Number and Term of Office.
- -----------------------------------------------------
The business and affairs of the corporation shall be under the direction of
its board of directors. The number of directors who shall constitute the whole
Board shall be such number as the Board of Directors shall from time to time
have designated, except that in the absence of any such designation, such number
shall be six (6). The board of directors shall annually elect a President from
among its members, who shall preside at its meetings.
The directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
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<PAGE>
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each
director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the first
annual meeting, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified.
Section 2. Vacancies and Newly Created Directorships.
- -----------------------------------------------------
Subject to the rights of the holders of any class or series of preferred
stock, and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
next succeeding annual meeting of stockholders. No decrease in the number of
authorized directors constituting the Board shall shorten the term of any
incumbent director.
Section 3. Regular Meetings.
- ----------------------------
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
8
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Section 4. Special Meetings.
----------------------------
Special meetings of the Board of Directors may be called by one-third (1/3)
of the directors then in office (rounded up to the nearest whole number) or by
the President and shall be hold at such place, on such date, and at such time as
they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shill be given each director by whom it is not waived by mailing
written notice not less than five (5) days before the meeting or by telegraphing
or telexing or by facsimile transmission of the same not less than twenty-four
(24) hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting.
Section 5. Quorum.
- -----------------
At any meeting of the Board of Directors, a majority of the authorized
number of directors then constituting the Board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting,- a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
- -------------------------------------------------------------
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business.
- -------------------------------
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by
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law. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.
Section 8. Powers.
- ------------------
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it
may determine, of written obligations of every kind, negotiable or non-
negotiable, secured or unsecured, and to do all things necessary in connection
therewith;
(4) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
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(7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.
Section 9. Compensation of Directors.
- -------------------------------------
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
ARTICLE III - COMMITTEES
------------ ----------
Section 1. Committees of the Board of Directors.
- ------------------------------------------------
The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of any committee and any alternate member in his
or her place, the member or members of the committee present at the meeting and
not disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.
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Section 2. Conduct of Business.
- -------------------------------
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
Section 3. Nominating Committee.
- --------------------------------
The Board of Directors shall appoint a Nominating Committee of the Board,
consisting of at least three (3) members, one of which shall be the President
if, and only so long as, the President remains in office as a member of the
Board of Directors. The Nominating Committee shall have authority (a) to review
any nominations for election to the Board of Directors made by a stockholder of
the Corporation pursuant to Section 6(c)(ii) of Article I of these By-laws in
order to determine compliance with such By-law and (b) to recommend to the Whole
Board nominees for election to the Board of Directors to replace those directors
whose terms expire at the annual meeting of stockholders next ensuing.
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ARTICLE IV - OFFICERS
----------- --------
Section 1. Generally.
- ---------------------
(a) The Board of Directors as soon as may be practicable after the annual
meeting of stockholders shall choose a President and Chief Executive officer
(the "President"), one or more Vice Presidents, a Secretary and a Treasurer and
Chief Financial Officer (the "Treasurer") and from time to time may choose such
other officers ah it may deem proper. The President shall be chosen from among
the directors. Any number of offices may be hold by the same person.
(b) The term of office of all officers shall be until the next annual
election of officers and until their respective successors are chosen but any
officer may be removed from office at any time by the affirmative vote of a
majority of the authorized number of directors then constituting the Board of
Directors.
(c) All officers chosen by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. President.
- ---------------------
The President shall be the chief executive officer and, subject to the
control of the Board of Directors, shall have general power over the management
and oversight of the administration and operation of the Corporation's business
and general supervisory power and authority over its policies and affairs. He
shall see that all orders and resolutions of the Board of Directors and of any
committee thereof are carried into effect.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by the President or, in his absence, by such officer as has been
designated by the Board of Directors
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or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in his absence, the Treasurer of the Corporation or such
officer as has been designated by the Board of Directors or, in his absence,
such officer or other person as is chosen by the person presiding, shall act as
secretary of each such meeting.
Section 3. Vice President.
- --------------------------
The Vice President or Vice Presidents shall perform the duties of the
President in his absence or during his disability to act. In addition, the Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices and/or such other duties and powers as may be properly
assigned to them from time to time by the Board of Directors or the President.
Section 4. Secretary.
- ---------------------
The Secretary or an Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors or the President.
Section 5. Treasurer.
- ---------------------
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such banks or
trust companies as the Board of Directors from time to time shall designate. He
shall sign or countersign such instruments as require his signature, shall
perform all such duties and have all such powers as are usually incident to such
office and/or such other duties and powers as
14
<PAGE>
are properly assigned to him by the Board of Directors or the President, and may
be required to give bond for the faithful performance of his duties in such sum
and with such surety as may be required by the Board of Directors.
Section 6. Assistant Secretaries and Other Officers.
- ----------------------------------------------------
The Board of Directors may appoint one or more assistant secretaries and
one or more assistant Treasurers, or one appointee to both such positions, which
officers shall have such powers and shall perform such duties as are provided in
these By-laws or as may be assigned to them by the Board of Directors or the
President.
Section 7. Action with Respect to Securities of Other Corporations.
- -------------------------------------------------------------------
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.
ARTICLE V - STOCK
--------- -----
Section 1. Certificates of Stock.
- ---------------------------------
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.
15
<PAGE>
Section 2. Transfers of Stock.
- ------------------------------
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
Section 3. Record Date.
- -----------------------
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held, and, for determining stock holders entitled to
receive payment of any dividend or other distribution or allotment of rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.
16
<PAGE>
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 4. Lost, Stolen or Destroyed Certificates.
- --------------------------------------------------
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
- -----------------------
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI - NOTICES
----------- -------
Section 1. Notices.
- -------------------
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier. Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.
17
<PAGE>
Section 2. Waivers.
- -------------------
A written waiver of any notice, signed by a stockholder, director, officer,
employee or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
----------- -------------
Section 1. Facsimile Signatures.
- --------------------------------
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal.
- --------------------------
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicate of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
- ----------------------------------------------------
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director or committee member reasonably
believes are within
18
<PAGE>
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year.
- -----------------------
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods.
- ------------------------
In applying any provision of these by-laws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
------------- ----------
These By-laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting or, in the case of a
meeting of the Board of Directors, in a notice given not less than two days
prior to the meeting; provided, however, that, notwithstanding any other
provisions of these By-laws or any provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the Voting Stock required by law, the
Certificate of Incorporation, any Preferred Stock Designation or these By-laws,
the affirmative votes of the holders of at least 80% of the voting power of all
the then outstanding shares of the Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal any provisions of these By-
laws.
19
<PAGE>
EXHIBIT C
AGREEMENT AND PLAN OF MERGER
(the "Agreement")
by and between
PAMRAPO BANCORP, INC.,
a Delaware corporation
("Pamrapo Delaware")
AND
PAMRAPO BANCORP, INC.,
a New Jersey corporation
("Pamrapo New Jersey")
Dated as of the ___ Day of ________, 2000
<PAGE>
Pamrapo Delaware is a corporation duly organized and existing under the
laws of the State of Delaware and has an authorized capitalization of 10,000,000
shares, consisting of 3,000,000 shares of Preferred Stock, par value $.01 per
share, and 7,000,000 shares of Common Stock, par value $.01 per share. The
address of its principal office is 611 Avenue C, Bayonne, New Jersey 07002.
Pamrapo New Jersey is a corporation duly organized and existing under the
laws of the State of New Jersey and has an authorized capitalization of
10,000,000 shares, consisting of 3,000,000 shares of Preferred Stock, par value
$.01 per share, and 7,000,000 shares of the Common Stock of which are currently
outstanding and are held by Pamrapo Delaware. Pamrapo New Jersey is the wholly-
owned subsidiary of Pamrapo Delaware. The address of its principal office 611
Avenue C, Bayonne, New Jersey 07002.
The respective Boards of Directors of Pamrapo Delaware and Pamrapo New
Jersey have determined that, for the purpose of effecting the reincorporation of
Pamrapo Delaware in the State of New Jersey, it is advisable and to the
advantage of such two corporations that Pamrapo Delaware merge with and into
Pamrapo New Jersey upon the terms and conditions herein provided.
The respective Boards of Directors of Pamrapo New Jersey and Pamrapo
Delaware have approved this Agreement and the Boards of Directors of Pamrapo New
Jersey and Pamrapo Delaware have directed that this Agreement be submitted to a
vote of their stockholders.
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, Pamrapo New Jersey and Pamrapo Delaware, subject to the terms and
conditions hereinafter set forth, hereby agree as follows:
I
MERGER
1.1 Merger. In accordance with the provisions of this Agreement, the
------
Delaware General Corporation Law (the "DGCL") and the New Jersey Business
Corporation Act (the "NJBCA "), Pamrapo Delaware shall be merged with and into
Pamrapo New Jersey (the "Merger"). Pamrapo New Jersey shall be and is
hereinafter sometimes referred to as the "Surviving Corporation." Pamrapo New
Jersey and Pamrapo Delaware are sometimes hereinafter referred to as the
"Constituent Corporations."
1.2 Filing and Effectiveness. The Merger shall become effective (the
------------------------
"Effective Date") when the following actions shall have been completed:
(a) The Agreement and the Merger shall have been adopted and approved
by the stockholders of each Constituent Corporation in accordance with the
requirements of the DGCL and the NJBCA;
1
<PAGE>
(b) An executed counterpart of the Agreement and/or any other
certificates required by the NJBCA, shall have been filed with the
Secretary of State of the State of New Jersey in accordance with the
applicable laws of such State;
(c) A Certificate of Merger, in the form required by the DGCL, shall
have been filed with the Secretary of State of the State of Delaware in
accordance with the applicable laws of such State; and
(d) All filings and/or applications have been made with applicable
regulatory agencies and entities and the Constituent Corporations shall
have received all necessary approvals and satisfied all applicable waiting
periods required by such regulatory entities.
1.3 Certificate of Incorporation; Change of Name. The Certificate of
--------------------------------------------
Incorporation of Pamrapo New Jersey as in effect on the Effective Date of the
Merger shall continue in full force and effect as the Certificate of
Incorporation of the Surviving Corporation.
1.4 Bylaws. The Bylaws of Pamrapo New Jersey as in effect on the
------
Effective Date shall continue in full force and effect as the Bylaws of the
Surviving Corporation.
1.5 Directors and Officers. The directors and officers of Pamrapo New
----------------------
Jersey in office immediately prior to the Effective Date shall continue in
office as the directors and officers of the Surviving Corporation until their
successors shall have been elected and shall qualify or until otherwise provided
by law, the Certificate of Incorporation of the Surviving Corporation and the
Bylaws of the Surviving Corporation.
1.6 Effect of Merger. Upon the Effective Date, the separate existence of
----------------
Pamrapo Delaware shall cease and Pamrapo New Jersey, as the Surviving
Corporation (i) shall continue to possess all of its rights and property as
constituted immediately prior to the Effective Date and shall succeed, without
other transfer, to all of the rights and property of Pamrapo Delaware, and (ii)
shall continue to be subject to all of its debts and liabilities as constituted
immediately prior to the Effective Date and shall succeed, without other
transfer, to all of the debts and liabilities of Pamrapo Delaware in the same
manner as if Pamrapo New Jersey had itself incurred them, pursuant to the DGCL
and NJBCA.
II
MANNER OF CONVERSION OF STOCK
2.1 Pamrapo Delaware Capital Stock. The Shares of Common Stock of Pamrapo
------------------------------
Delaware issued and outstanding on the Effective Date shall, by virtue of the
Merger and without any action on the part of either the holders of such shares
or the Surviving Corporation, be converted into fully paid and nonassessable
shares of Common Stock, par value $.01 per share, of the Surviving Corporation
on the basis of one share of Common Stock of the Surviving Corporation for each
one share of Common Stock of Pamrapo Delaware.
<PAGE>
2.2 Pamrapo New Jersey Capital Stock. Any then outstanding shares of
--------------------------------
Common Stock of Pamrapo New Jersey which are owned by Pamrapo Delaware
immediately prior to the Merger shall be cancelled at the Effective Date.
III
MISCELLANEOUS
3.1 Abandonment. At any time before the Effective Date, the Agreement
-----------
may be terminated and the Merger may be abandoned for any reason whatsoever by
the Board of Directors of either Pamrapo Delaware or Pamrapo New Jersey, or
both, notwithstanding approval of the Agreement by the shareholders of Pamrapo
Delaware or Pamrapo New Jersey, or both.
3.2 Registered Office. The registered office of the Surviving
-----------------
Corporation in the State of New Jersey is located at 611 Avenue C, Bayonne, New
Jersey 07002. The registered agent of the Surviving Corporation at such address
is Pamrapo Bancorp, Inc.
3.3 Agreement. Executed copies of the Agreement will be on file at the
---------
principal place of business of the Surviving Corporation at 611 Avenue C,
Bayonne, New Jersey 07002, and copies thereof will be furnished to any
stockholder of each Constituent Corporation upon request and without cost.
3.4 Governing Law. The Agreement shall in all respects be construed,
-------------
interpreted and enforced in accordance with and governed by the laws of the
State of New Jersey, and, so far as applicable, the merger provisions of the
DGCL.
3.5 Counterparts. In order to facilitate the filing and recording of the
------------
Agreement, it may be executed in any number of counterparts, each of which shall
be deemed to be an original.
<PAGE>
IN WITNESS WHEREOF, this Agreement, having first been approved by the
Boards of Directors of Pamrapo New Jersey and Pamrapo Delaware, is hereby
executed on behalf of each of such corporations by their respective officers
thereunto duly authorized.
PAMRAPO BANCORP, INC.
a Delaware corporation
----------------------------------------
William J. Campbell
President and Chief Executive Officer
ATTEST:
- -------------------------
Margaret Russo
Secretary
PAMRAPO BANCORP, INC.
a New Jersey corporation
-----------------------------------------
William J. Campbell
President and Chief Executive Officer
ATTEST:
- -------------------------
Margaret Russo
Secretary
<PAGE>
ANNEX - FORM OF PROXY
PAMRAPO BANCORP, INC.
Proxy For Annual Meeting To Be Held on May 5, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
________________________
The undersigned shareholder(s) of PAMRAPO BANCORP, INC., a New Jersey
corporation (the "Company"), hereby constitute(s) and appoint(s) Daniel J.
Massarelli and Francis O'Donnell, and each of them, with full power of
substitution in each, as the agent, attorneys and proxies of the undersigned,
for and in the name, place and stead of the undersigned, to vote at the Annual
Meeting of Stockholders of the Company to be held at Hi Hat Caterers, 180 West
54th Street, Bayonne, New Jersey, on May 5, 2000 at 11:00 a.m. (local time), and
any adjournment(s) thereof, all of the shares of stock which the undersigned
would be entitled to vote if then personally present at such meeting in the
manner specified and on any other business as may properly come before the
Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ON THE
REVERSE SIDE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR EACH
OF THE NOMINEES AS DIRECTORS UNDER PROPOSAL I AND FOR PROPOSALS II AND III, AND
AT THE PROXIES' DISCRETION, UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENT(S) THEREOF.
(continued and to be signed and dated on the reverse side.)
<PAGE>
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES WITHHOLD AUTHORITY
listed below to vote for all nominees listed below
[ ] [ ]
Nominees: WILLIAM J. CAMPBELL JOHN A. MORECRAFT
EXCEPTIONS____________________________________________________
2. RATIFICATION AND APPROVAL OF A PROPOSAL TO CHANGE THE STATE OF
INCORPORATION OF THE COMPANY FROM DELAWARE TO NEW JERSEY
FOR _______ AGAINST_______ ABSTAIN_______
3. RATIFICATION OF RADICS & CO., LLC AS COMPANY AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2000.
FOR _______ AGAINST_______ ABSTAIN_______
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s) thereof.
Please Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
Dated _____________________, 2000
-----------------------------------------
Signature
-----------------------------------------
Signature if held jointly
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
