<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
----
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Financial Bancorp, Inc.
--------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Mary M. Sjoquist, Muldoon, Murphy & Faucette
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
.....................................................................
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:
.................................
<PAGE> 2
FINANCIAL BANCORP, INC.
42-25 QUEENS BOULEVARD
LONG ISLAND CITY, NEW YORK 11104
(718) 729-5002
December 23, 1997
Fellow Shareholders:
You are cordially invited to attend the annual meeting of shareholders
(the "Annual Meeting") of Financial Bancorp, Inc., (the "Company") the holding
company for Financial Federal Savings Bank (the "Bank"), Long Island City, New
York, which will be held on Thursday, January 22, 1998, at 10:30 a.m., Eastern
Standard Time, at the La Guardia Marriott, 102-05 Ditmars Boulevard, East
Elmhurst, New York.
The attached Notice of the Annual Meeting and the Proxy Statement describe
the formal business to be transacted at the Annual Meeting. Directors and
officers of Financial Bancorp, Inc., as well as a representative of Radics &
Co., LLC, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our shareholders may have regarding the
business to be transacted.
The Board of Directors of Financial Bancorp, Inc. has determined that the
matters to be considered at the Annual Meeting are in the best interests of the
Company and its shareholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends that you vote "FOR" each matter to be
considered.
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 of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely yours,
/s/ Frank S. Latawiec
-----------------------------
Frank S. Latawiec
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE> 3
FINANCIAL BANCORP, INC.
42-25 QUEENS BOULEVARD
LONG ISLAND CITY, NEW YORK 11104
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 22, 1998
----------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the
"Annual Meeting") of Financial Bancorp, Inc. will be held on Thursday, January
22, 1998, at 10:30 a.m., Eastern Standard Time, at the La Guardia Marriott,
102-05 Ditmars Boulevard, East Elmhurst, New York.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors to three-year terms of office;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors of the Company for the fiscal year ending
September 30, 1998; and
3. Such other matters as may properly come before the meeting and at
any adjournments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established December 5, 1997, as the record
date for the determination of shareholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the common stock of the company as of the close of business on that date will
be entitled to vote at the Annual Meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any of
the foregoing 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 shareholders entitled to vote at the Annual Meeting will be
available at Financial Bancorp, Inc., 42-25 Queens Boulevard, Long Island City,
New York 11104, for a period of ten days prior to the Annual Meeting and will
also be available at the Annual Meeting itself.
By Order of the Board of Directors
/s/Robert E. Ademec
----------------------------
Robert E. Adamec
SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY
Long Island City, New York
December 23, 1997
<PAGE> 4
FINANCIAL BANCORP, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 22, 1998
-----------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Financial
Bancorp, Inc. (the "Company") in connection with the solicitation by the Board
of Directors ("Board of Directors" or "Board") of proxies to be used at the
annual meeting of shareholders (the "Annual Meeting"), to be held on January 22,
1998, and at any adjournments thereof. The 1997 Annual Report to Shareholders,
including consolidated financial statements for the fiscal year ended September
30, 1997, accompanies this Proxy Statement, which is first being mailed to
record holders on or about December 23, 1997.
Regardless of the number of shares of common stock owned, it is important
that record holders of a majority of the shares be represented by proxy or in
person at the Annual Meeting. Shareholders are requested to vote by completing
the enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND FOR THE
APPROVAL AND RATIFICATION OF EACH OF THE SPECIFIC PROPOSALS PRESENTED IN THIS
PROXY STATEMENT.
Other than the matters listed on the attached Notice of Annual Meeting of
Shareholders, the Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
shareholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
1
<PAGE> 5
The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Kissel-Blake
& Co., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee of $2,500, plus out-of-pocket
expenses. Proxies may also be solicited personally or by telephone by directors,
officers and other employees of the Company and its subsidiary, Financial
Federal Savings Bank (the "Bank"), without additional compensation therefor. The
Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("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. There is no cumulative voting for the election of directors.
The close of business on December 5, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,709,700 shares.
As provided in the Company's Certificate of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of 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 to 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 the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event that there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominee proposed by the Board of Directors, or to "WITHHOLD" authority to vote
for the nominee being proposed. Under Delaware law and the Company's 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 the nominee
being proposed is withheld.
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<PAGE> 6
As to the ratification of Radics & Co., LLC as independent auditors of the
Company and all other matters that may properly come before the Annual Meeting,
by checking the appropriate box, you may: (i) vote "FOR" the item; (ii) vote
"AGAINST" the item; or (iii) "ABSTAIN" with respect to the item. Under the
Company's Bylaws, unless otherwise required by law, all such matters shall be
determined by a majority of the votes cast, without regard to either (a) broker
non-votes, or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to Registrar and Transfer
Company, and will be tabulated by inspectors of election designated by the Board
of Directors, who will not be employed by, or a director of, the Company or any
of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
regarding such ownership filed by such persons 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, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------ ---------------------------------- -------------------------- -------------
<S> <C> <C> <C>
Common Stock Financial Federal Savings and Loan 149,891(1) 8.77%
Association Employee Stock
Ownership Plan ("ESOP")
42-25 Queens Boulevard
Long Island City, New York 11104
Common Stock Kennedy Capital Management, Inc. 104,000(2) 6.08%
10829 Olive Boulevard
St. Louis, Missouri 63141-7739
Common Stock John Hancock Mutual Life 130,000(3) 7.60%
Insurance Co.
P.O. Box 111
Boston, MA 02117
Common Stock BRT Realty Trust 145,500(4) 8.51%
60 Cutter Mill Road
Great Neck, NY 11021
(1) Shares of Common Stock were acquired by the ESOP in the Bank's conversion from mutual to stock
form (the "Conversion"). The Compensation Committee administers the ESOP. First Bankers Trust
Company, A National Association, has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee must vote all allocated shares held in the ESOP in accordance
with the instructions of the participants. At December 5, 1997, 42,711 shares had been allocated
under the ESOP. Unallocated shares will be voted by the ESOP Trustee in a manner calculated to most
accurately reflect the instructions received from participants regarding the allocated stock so
long as such vote is in accordance with the provisions of the Employee Retirement Income
Security Act
3
<PAGE> 7
of 1974, as amended ("ERISA"). Based on information filed in Amendment No. 2 to Schedule 13G
by the ESOP on February 12, 1997.
(2) Based upon information filed in Amendment No. 1 to Schedule 13G by Kennedy Capital Management Inc.
on February 10, 1997.
(3) Beneficially owned through its indirect, wholly-owned subsidiary, John Hancock Advisers, Inc. Based
upon information filed in a Schedule 13G by John Hancock Mutual Life Insurance Co. on February
1, 1997.
(4) Based on information filed in Amendment No. 1 to Schedule 13D by BRT Realty Trust on October 28,
1997.
</TABLE>
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its Bylaws, the number of directors of the Company may be
designated by the Board of Directors. The Board of Directors has designated that
the number of directors be set at five members. Each of the members of the Board
of Directors of the Company also presently serve as directors of the Bank.
Directors are elected for staggered terms of three years each, with the term of
office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The two nominees proposed for election at this Annual Meeting are Dominick L.
Segrete and Frank S. Latawiec.
In the event that a nominee is unable to serve or declines to serve for any
reason, it is intended that the proxies will be voted for the election of such
other person as may be designated by the present Board of Directors. The Board
of Directors has no reason to believe that the person named will be unable or
unwilling to serve. UNLESS AUTHORITY TO VOTE FOR A NOMINEE 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 PROPOSED BY THE BOARD
OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
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<PAGE> 8
INFORMATION WITH RESPECT TO THE NOMINEES AND CONTINUING DIRECTORS
The following table sets forth, as of the Record Date, the names of the
nominees and the continuing directors, 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,
the year in which their terms (or in the case of the nominees, their proposed
terms) as director of the Company expire. The table also sets forth the amount
of Common Stock and the percent thereof beneficially owned by each and all
directors and executive officers as a group as of the Record Date.
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2) CLASS
- ----------------------- --- -------- ---------- -------- -----
NOMINEES
<S> <C> <C> <C> <C> <C>
Dominick L. Segrete 57 1974 2001 69,253(4) 4.02%
Chairman of the Board of the
Company and the Bank until February
1997. President and Chief Executive
Officer of Tucci, Segrete and Rosen
Consultants Inc., an architectural
design firm.
Frank S. Latawiec 62 1996 2001 20,638(3)(6) 1.21%
President and Chief Executive Officer
of the Company and the Bank since
August 6, 1996. Prior to that, Vice
President for LCM Marketing, Inc., a
financial services company, and Senior
Vice President for Hamilton Federal
Savings, F.A.
CONTINUING DIRECTORS
Peter S. Russo 51 1987 2000 52,359(4) 3.03%
Chairman of the Board of the Company
and the Bank since February 1997. Vice
Chairman of the Board since October
1996. Managing partner in Trio Realty
Co. and Quad Realty Co., owner of
various retail and commercial properties.
President of Ven-Rea Corp., a photo retailer.
Richard J. Hickey 59 1988 1999 22,354(4) 1.29%
Partner in the firm of Girardi & Hickey,
certified public accountants. Prior to
that, Mr. Hickey was a partner in the firm
of Girardi, Hickey and Napolitano,
certified public accountants.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2) CLASS
- ----------------------- --- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Raymond M. Calamari 66 1996 1999 7,000(5) 0.41%
Business Consultant, self-employed.
Office Manager for LCM Marketing, Inc.,
a financial services company. Prior to
that, Vice President for Marketing for
H.T.C. Inc., an industrial products
company, and President and Chief
Executive Officer of D.A.V. Corp., an
industrial products fabricator.
NAMED EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
P. James O'Gorman 38 -- -- 31,692(3)(6) 1.85%
Executive Vice President, Chief Financial
Officer and Treasurer of the Company
and the Bank since March 1997.
STOCK OWNERSHIP OF ALL -- -- -- 223,530(6)(7) 12.68%
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (8
PERSONS)
(1) Includes years of service as a director of the Company's predecessor, the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other immediate family member) voting
or dispositive power as to shares reported herein (except as noted).
(3) Includes 4,000, 5,000 and 2,500 unvested shares held by Mr. Latawiec under Part I, Part II and Part III,
respectively, of the Financial Federal Savings Bank Recognition and Retention Plan ("RRP") which will vest
in equal annual installments until September 24, 2001, February 18, 2002 and June 17, 2002, respectively.
Includes 4,676, 3,500 and 2,015 unvested shares held by Mr. O'Gorman under Part I, Part II and Part III,
respectively, of the RRP which will vest in equal annual installments until January 26, 2000, February 18,
2002 and June 17, 2002, respectively.
(4) Includes 10,925, 16,850 and 16,850 shares subject to options held by Mr. Segrete, Mr. Russo and Mr. Hickey,
respectively, under the Financial Bancorp, Inc. 1995 Stock Option Plan for Outside Directors ("Directors'
Option Plan"), which are currently exercisable.
(5) Includes 1,000 shares subject to options held by Mr. Calamari under the Directors' Option Plan, which
became exercisable on October 22, 1997. Does not include the remaining 4,000 shares subject to options
granted to Mr. Calamari under the Directors' Option Plan, which will continue to vest in equal annual
installment on October 22, 1998, 1999, 2000 and 2001, respectively.
(6) Includes 1,530 shares subject to options held by Mr. O'Gorman under the Incentive Stock Option Plan
("Incentive Option Plan") which became exercisable on January 26, 1996, 1,530 shares subject to options
held by Mr. O'Gorman under the Incentive Option Plan which became exercisable on January 26, 1997 and 1,530
shares subject to options held by Mr. O'Gorman under the Incentive Option Plan which will become exercisable
on January 26, 1998. Does not include the remaining 3,059 shares subject to option granted to Mr. O'Gorman
under the Incentive Option Plan which will continue to vest in equal annual installments on January 26,
1999 and 2000, respectively. Does not include 16,000 and 6,000 shares subject to options granted to
Mr. O'Gorman under the Incentive Option Plan which will begin vesting in 5 equal annual installments on
February 18, 1997 and June 17, 1997, respectively, the first anniversary of the respective effective dates
of each grant. Does not include 24,000
6
<PAGE> 10
and 9,000 shares subject to options granted to Mr. Latawiec under the Incentive Option Plan which will begin
vesting in 5 equal annual installments on February 18, 1997 and June 17, 1997, respectively, the first
anniversary of the respective effective dates of each grant.
(7) Includes 45,625 shares which may be acquired through the exercise of stock options granted under the
Directors' Option Plan, 7,735 shares with respect to all executive officers which may be acquired through
the exercise of stock options under the Incentive Stock Option Plan, and 30,995 unvested shares awarded
to executive officers under the RRP.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company generally meets on a monthly basis. During
fiscal 1997, the Board of Directors of the Company held 1 organizational
meeting, 12 regular meetings, and 1 special meeting. All of the directors of the
Company attended 100% of the total number of the Company's Board meetings held
and committee meetings on which such directors served during fiscal 1997. The
Board of Directors of the Company maintains committees, the nature and
composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company and the Bank consists
of Messrs. Hickey (Chairman), Russo and Calamari. This Committee meets as
required, and is responsible for reviewing the audit reports of the Company and
the Bank, prepared by its internal auditor and independent auditors. The
Committee is also responsible for reviewing the fees and work product of the
Company's independent auditors. The Audit Committee of the Company met 2 times
in fiscal 1997 and the Audit Committee of the Bank met 12 times in fiscal 1997.
NOMINATING COMMITTEE. The Company's Nominating Committee for the 1998
Annual Meeting consists of Messrs. Calamari (Chairman), Russo and Hickey. The
committee considers and recommends the nominees for director to stand for
election at the Company's annual meeting of shareholders. The Company's
Certificate of Incorporation and Bylaws provide for shareholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The shareholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act. The
Nominating Committee met on September 16, 1997.
COMPENSATION COMMITTEE. The Compensation Committee of the Company consists
of Messrs. Hickey (Chairman), Russo, Segrete and Calamari. The Compensation
Committee of the Company met 5 times in fiscal 1997. This committee meets to
establish compensation for the executive officers, and to review the incentive
compensation programs when necessary. The Compensation Committee is also
responsible for establishing certain guidelines and limits for compensation for
other salaried officers and employees of the Company and the Bank.
7
<PAGE> 11
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company do not receive any fees or
retainer for serving on the Company's Board of Directors. For the 1997 fiscal
year, outside directors of the Bank received an annual retainer of $21,000 and
the Chairman received an annual retainer of $27,000, All fees are paid to
outside directors on a monthly basis. Directors of the Bank receive no fee or
other compensation for participation on committees of the Board. Directors who
are also officers of the Bank or the Company receive no fee or other
compensation for their Board or Committee participation.
OUTSIDE DIRECTORS' CONSULTATION AND RETIREMENT PLAN. The Bank maintains
the Financial Federal Savings and Loan Association Outside Directors'
Consultation and Retirement Plan (the "Directors' Retirement Plan") to provide
benefits to outside directors and to ensure their continued service and
assistance in the conduct of the Bank's business in the future. Directors who
currently are not officers or employees of the Bank ("Outside Directors"), have
served as a director for at least seven years and who, within thirty days of
retirement, agree to provide consulting services to the Bank are eligible, upon
retirement, to receive an annual benefit, based on the Outside Director's annual
retainer fee determined at the date of termination, equal to the lesser of seven
years or one half of the number of months of such participant's credited
service. In addition, upon occurrence of a change in control of the Company or
the Bank, each eligible outside director shall receive payment of his or her
retirement benefit in a single sum payment and any obligation to provide
consulting services shall cease upon the occurrence of a change in control. As
of September 30, 1997, the Director's Retirement Plan had three (3) eligible
participants and one (1) active participant.
OUTSIDE DIRECTORS' OPTION PLAN. The Company maintains the Stock Option
Plan for Outside Directors ("Directors' Option Plan") for all directors who are
not also employees of the Company or the Bank. The Directors' Option Plan
authorizes the granting of non-statutory options for a total of 65,550 shares of
Common Stock to certain members of the Board of Directors of the Company.
Directors who were serving as directors on both the date of the Company's
initial public offering and the effective date of the Directors' Option Plan and
who were not also serving as employees of the Company or any of its affiliates
are eligible to participate in the Directors' Option Plan. Each member of the
Board of Directors who was not an officer of the Bank or the Company received
options to purchase a number of shares of Common Stock, depending upon length of
Board service, at an exercise price of 100% of the Fair Market Value of the
Common Stock of the Company on the date of grant. Each outside director with
years of service in excess of five (5) years was granted non-statutory options
to purchase 10,925 shares of Common Stock. Each outside director with less than
five (5) years of service was granted non-statutory options to purchase 5,000
shares of Common Stock. Options granted after September 24, 1996 under the
Directors Option Plan become exercisable in the amount of twenty percent (20%)
per year commencing one year from the date of grant.
8
<PAGE> 12
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS. The Company
maintains the Recognition and Retention Plan for Outside Directors ("RRP") which
grants awards to directors who are not also employees of the Company or the
Bank. The RRP authorizes the granting of plan share awards ("Plan Share Awards")
in the form of up to 65,550 shares of Common Stock. Under Part II of the RRP,
outside directors serving in such capacity as of the effective date of the RRP
were awarded Plan Share Awards based upon length of Board service. Each outside
director with years of service in excess of twenty (20) years was granted an
award of 1,500 shares of Common Stock. Each outside director with between ten
(10) and twenty (20) years of service was granted an award of 1,000 shares of
Common Stock. Each outside director with between five (5) and ten (10) years of
service was granted an award of 500 shares of Common Stock. Plan Share Awards
are nontransferable and nonassignable. Recipients of the Plan Share Awards will
earn (I.E., become vested in) the shares of Common Stock covered by the Plan
Share Awards over a period of time. At September 30, 1997, all Plan Share Awards
granted to Outside Directors to date were vested. Plan Share Awards to
subsequent Outside Directors shall vest at the rate of twenty percent (20%)
annually commencing one year from the date of grant.
EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION 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, AS AMENDED (THE "SECURITIES ACT") OR THE EXCHANGE ACT,
EXCEPT AS TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company. The disclosure requirements for the Chief
Executive Officer and 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 executive compensation committee of the Bank at the direction
of the Board of Directors has prepared the following report for inclusion in
this proxy statement.
This report is submitted by the Compensation Committee of the Boards of
Directors of the Company and Bank (the "Compensation Committee") and summarizes
its involvement in the compensation decisions, policies and programs adopted by
the Bank and Company for executive officers, including the Chief Executive
Officer ("CEO"), during the fiscal year ended September 30, 1997. The members of
the Compensation Committee include Messrs. Hickey (Chairman), Segrete, Russo and
Calamari, all of whom are outside directors.
GENERAL POLICY. The stated purpose of the Compensation Committee and its
corresponding practices are designed to reward and provide incentives for
executives, based upon the Company's
9
<PAGE> 13
financial performance and the individual's performance. One of the primary
objectives of the executive compensation program is to retain skilled and
motivated executive officers, along with promoting growth and profitability for
the Company. Compensation levels are established subsequent to a review of
certain quantitative and qualitative factors, including, but not limited to,
financial performance, the individual's commitment, leadership and level of
responsibilities.
The Compensation Committee is responsible for conducting periodic reviews
of compensation for executive officers, including the CEO. The Compensation
Committee determines salary levels for executive officers, other officers and
employees, and short-term cash incentive awards, if and as deemed appropriate,
in addition to grants under the Bank and Company's stock-based benefit plans.
COMPONENTS OF COMPENSATION. In evaluating executive compensation, the
Compensation Committee reviews and analyzes three fundamental components, which
include salary, short-term incentive awards (performance awards) and long-term
incentive compensation, which includes, but is not limited to, grants under the
Company's stock-based benefit plans.
Salary. Salary levels for executive officers and other officers are
------
reviewed by the Compensation Committee on an annual basis. Evaluations of the
executive officers and their specific cash compensation levels are based upon
the Company's financial performance for the said fiscal year, in addition to
certain discretionary criteria; however, no specific formula was used to
determine annual cash compensation levels or performance awards for executive
officers, although the Company's financial performance was a major factor which
determined compensation levels. Salary levels are designed to be commensurate
with the individual's responsibilities, experience and marketplace conditions.
In making such determination, the Compensation Committee reviewed the "1997 Bank
Executive and Director Compensation Survey" published by Sheshunoff. The
institutions reviewed by the compensation committee in the survey are not
necessarily comprised of the same group of institutions used in the peer group
of the Stock Performance Graph. For purposes of determining compensation, the
Bank generally considers its peer group to consist of thrift institutions and
banks with deposits between $250 million and $500 million, operating in the
Mid-Atlantic region, with particular emphasis on the New York City Metropolitan
Area.
Short-term Incentive Compensation (Performance Awards). The Board of
----------------------------------------------------------
Directors adopted, as part of its Executive Compensation Policy, a program for
quarterly incentive performance awards. Historically, the short-term incentive
component of executive compensation has been granted based upon the Company's
annual profitability. The short-term incentive awards are in the form of cash
distributions or stock-based benefit awards to executives based upon financial
performance, as well as individual achievements. The financial performance
component consists of certain factors, including, but not limited to, earnings
per share, return on average assets and return on average equity. Although the
Compensation Committee analyzes these individual factors, no specific
mathematical weightings of these factors are used to calculate the performance
awards. However, the Compensation Committee makes these performance measures as
quantitative and objective as possible.
10
<PAGE> 14
The Compensation Committee has the authority and discretion to make
adjustments to the short-term incentive plan as deemed prudent and appropriate.
The Compensation Committee determined that short-term incentive awards for
executive officers be determined and distributed on a quarterly basis,
subsequent to a review of the Company's quarterly financial results. The CEO and
the other executive officers were granted cash incentive awards for three of the
quarters of fiscal 1997, and stock-based awards for one of the quarters of
fiscal 1997.
Long-term Incentive Compensation. The long-term incentive compensation
---------------------------------
portion of the Bank and Company's compensation program consists of the ESOP, the
RRP and the Incentive Option Plan. After the Company's first Annual Meeting of
Shareholders held on January 26, 1995, the Committee granted stock options and
restricted stock awards during fiscal 1995, 1996 and 1997, which vest over a
five year period. These stock-based benefit plans are designed as an incentive
for the executive officers and key employees of the Bank to encourage and retain
longer-term performance, and to align the financial interests of such
individuals with those of the Company's shareholders.
All stock options granted under the Incentive Option Plan have an exercise
price equal to the fair market value of the common stock on the date of grant.
Under the RRP, the awards are granted in the form of shares of the Company's
Common Stock, which are held in trust until the share award vests. The
Compensation Committee may grant awards at its discretion under the plan at any
time. Although there is no specific formula, the factors utilized in determining
an individual's eligibility in the plans are commensurate with the executive
officer's position, responsibilities and contributions to the Company.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. In assessing the appropriate
level of compensation for the CEO, the Compensation Committee reviews corporate
performance, individual performance, and a published compensation survey. For
fiscal 1997, the CEO's annual base salary remained at $120,016. A short-term
incentive award will not be granted in 1997, based upon performance in fiscal
1996. Mr. Latawiec served as Chief Executive Officer for only the last two
months of fiscal 1996 and therefore no short term incentive award was granted.
The Compensation Committee recognizes the CEO's contributions to the
Company's operations and attempts to ensure that the CEO's compensation is
commensurate with the Company's peer group. Subsequent to a review of the "1997
Bank Executive and Director Compensation Survey" published by Sheshunoff, the
Compensation Committee determined that the CEO's cash compensation is in line
with the average disclosed in the compensation survey.
The Committee believes that this base salary reflects the importance of
the CEO's position to the prosperity of the Company. In addition, the
Compensation Committee awarded Mr. Latawiec an additional 7,500 RRP shares and
33,000 incentive stock options in order to attract and retain the CEO in a key
personnel position. These awards will further provide him with a proprietary
interest in the Company, which, in turn will create further incentive to
contribute to the success of the Company.
11
<PAGE> 15
Although certain quantitative and qualitative factors were reviewed to
determined the CEO's compensation, no specific formula was utilized in the
Compensation Committee's decisions nor did the Committee set a specified salary
level based upon the corporate performance.
The Compensation Committee
--------------------------
Richard J. Hickey (Chairman)
Peter S. Russo
Dominick L. Segrete
Raymond M. Calamari
12
<PAGE> 16
STOCK PERFORMANCE GRAPH. The following graph shows a comparison of total
shareholder return on the Company's Common Stock, based on the market price of
the Common Stock with the cumulative total return of companies in The Nasdaq
Stock Market and The Nasdaq Stock Market Bank Stock Index for the period
beginning on August 17, 1994, the day the Company's Common Stock began trading,
through September 30, 1997. The data was supplied by the Center for Research in
Security Prices ("CRSP").
Cumulative Annual Return Among Financial Bancorp, Inc. Common Stock,
CRSP Nasdaq Market Index and Nasdaq Bank Stock Index
[INSERT GRAPH HERE]
<TABLE>
<CAPTION>
Summary
8/17/94 9/30/94 9/29/95 9/30/96 9/30/97
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Financial Bancorp, Inc. 100.000 92.222 127.253 142.529 211.432
CRSP Nasdaq Market Index 100.000 102.880 142.105 168.627 231.444
CRSP Nasdaq Bank Stock Index 100.000 98.582 124.300 158.620 264.230
A. The lines represent annual index levels derived from compound daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the annual interval, based on the fiscal year-end, is not a trading day, the precding trading day is used.
D. The index level for all series was set to $100.00 on 8/17/94.
</TABLE>
13
<PAGE> 17
SUMMARY COMPENSATION TABLE. The following table shows, for the years ended
September 30, 1997, 1996 and 1995, the cash compensation paid by the Bank, as
well as certain other compensation paid or accrued for those years, to each
person serving as chief executive officer during fiscal year 1997 and executive
officers of the Company and the Bank who received salary and bonus in excess of
$100,000 in fiscal year 1997 ("Named Executive Officers"). No other executive
officer of the Company and the Bank received salary and bonus in excess of
$100,000 in fiscal year 1997. The Company does not pay any cash compensation.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ------------------------------------
AWARDS PAYOUTS
--------------------------- -------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARs PAYOUTS ALL OTHER
PRINCIPAL OFFICE YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) (5) COMPENSATION
- -------------- ---- -------- ---------- ------------ ------------ ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frank S. Latawiec 1997 $120,016 $51,500(8) $ -- $130,313 33,000 None $ --
President and Chief 1996 17,541 -- -- 76,250 -- None 10,500(6)
Executive Officer of 1995 -- -- -- -- -- None --
the Company and the
Bank.
P. James O'Gorman 1997 $ 83,980 $31,000(8) $ -- $ 97,693 22,000 None $27,405(7)
Executive Vice 1996 79,307 6,000 -- -- -- None 12,677
President, Chief 1995 76,882 5,000 -- 72,197 7,648 None 6,561
Financial Officer of
the Company and the
Bank.
(1) Salary includes compensation deferred at the election of the Named Executive Officers through the Bank's 401(k) Plan.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of either of the Named Executive Officer'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.
(3) Mr. Latawiec and Mr. O'Gorman held an aggregate of 11,500 and 10,191 unvested shares of Common Stock, respectively,
pursuant to the RRP. Unvested awards to Mr. Latawiec and Mr. O'Gorman will vest in equal annual installments from the
respective dates of their grants. When shares become vested and are distributed, the recipient will also receive an amount
equal to accumulated dividends and earnings thereon (if any). All awards vest immediately upon termination of employment
due to death, disability or change in control. As of September 30, 1997, the market value of the 11,500 unvested shares held
by Mr. Latawiec was $258,750 and the market value of the 10,191 unvested shares held by Mr. O'Gorman was $229,298.
(4) Includes options awarded under the Incentive Option Plan. To the extent not already exercisable, the options become exercisable
upon death, disability or a change in control. See "Incentive Stock Option Plan."
(5) For fiscal years 1997, 1996 and 1995, the Bank had no long-term incentive plans in existence, and therefore made no payouts or
awards under such plans.
(6) Represents directors' fees paid to Mr. Latawiec during fiscal 1996 prior to his appointment as President and Chief Executive
Officer of the Bank and the Company.
(7) Represents shares of Common Stock granted pursuant to the ESOP. For fiscal year 1997, Mr. O'Gorman was allocated 1,218 shares
of Common Stock. Dollar amounts reflect market value ($22.50) as of September 30, 1997. No discretionary contributions
were made to the 401(k) for fiscal 1997.
(8) Bonuses are earned on a fiscal year basis and are paid quarterly. A portion of the fiscal year 1997 bonus was paid during the
first fiscal quarter of 1998. Mr. Latawiec and Mr. O'Gorman were awarded $51,500 and $31,000, respectively, in short-
term incentive awards.
</TABLE>
14
<PAGE> 18
SALARY CONTINUATION AGREEMENTS. The Bank and the Company have entered
into a salary Continuation agreement (the "Salary Agreement") with Mr. Latawiec
(the "CEO").
Pursuant to the Salary Agreement, in the event a change in control, as
defined in such agreement, of either the Company or the Bank, the CEO shall
receive payment equal to two (2x) times his then current annual base salary. The
payment shall be made in a single sum from the Bank's general funds on the date
of the change in control. The Company guarantees payment by the Bank. Also, the
Bank and the Company shall continue to provide the CEO with life, medical,
dental and disability coverage substantially identical to the coverage
maintained by the Bank or Company immediately prior to the change in control for
the two (2) year period immediately following the change in control. In no event
shall the aggregate dollar amount of the payments and continuation of benefits
under the Salary Agreement constituting parachute payments under the Code exceed
three times the CEO's average annual total compensation for the last five
consecutive calendar years ending prior to his termination of employment with
the Bank (or his entire period of employment with the Bank if less than five
years).
In the event of a change in control based upon the past fiscal year's
salary and bonus, Mr. Latawiec would receive approximately $240,032, before any
federal, state or local taxes, in severance payments in addition to other cash
and non-cash benefits provided for under the Salary Agreements.
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into an
employment agreement (the "Employment Agreement") with Mr. O'Gorman (the "Named
Executive").
The Bank's and the Company's Employment Agreement are substantially
similar. The expiration date for the Named Executive's effective Employment
Agreements with the Bank and the Company is November 15, 1998 and July 23, 1999,
respectively. The Employment Agreement also provides for a base salary which
will be reviewed annually. In this regard, the base salary of Mr. O'Gorman is
$83,980. In addition to base salary, the Employment Agreement provides for,
among other things, medical insurance coverage and participation in stock
benefit plans and other fringe benefits. The Employment Agreement provides for
termination of the Named Executive by the Bank or the Company for cause at any
time. In the event the Bank or the Company chooses to terminate the Named
Executive's employment for reasons other than for cause or disability, or in the
event of the Named Executive's resignation from the Bank and the Company upon
(i) failure to re-elect the Named Executive to his current offices or, if
applicable, renominate the Named Executive for election to the Board, (ii) a
material adverse change in his functions, duties or responsibilities, (iii) a
relocation of his principal place of employment or a material reduction of
benefits and perquisites, (iv) liquidation or dissolution of the Bank or the
Company, or (v) a breach of the Agreement by the Bank or the Company, the Named
Executive, or in the event of death following such termination, his
beneficiaries, would be entitled to severance pay in an amount equal to the
remaining salary payments under the Employment Agreement.
15
<PAGE> 19
If the Named Executive is terminated for reasons other than cause,
following a change in control of the Bank or the Company, as defined in the
Employment Agreement, the Named Executive or, in the event of death following
such termination, his beneficiaries, would be entitled to a payment equal to the
greater of (i) the payments due under the remaining term of the Employment
Agreement or (ii) three times his average annual compensation over the five
years preceding his termination of employment. In addition, the Named Executive
would be entitled to continued life, health, dental and disability coverage for
the thirty-six month period following their termination upon a change in
control. Payments to the Named Executive under the Bank's Employment Agreement
are guaranteed by the Company in the event that payments or benefits are not
paid by the Bank.
Payments under the Employment Agreement in the event of a change in
control may constitute some portion of an excess parachute payment 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. In the event of a change in
control based upon the past fiscal year's salary and bonus, Mr. O'Gorman would
receive approximately $344,940 before any federal, state or local taxes, in
severance payments in addition to other cash and non-cash benefits provided for
under the Employment Agreement..
INCENTIVE STOCK OPTION PLAN
The Company maintains the Incentive Stock Option Plan, which provides
discretionary awards to officers and key employees as determined by a committee
of disinterested directors who administer the plan. No stock appreciation rights
were granted to the Named Executive Officers during fiscal year 1997. Mr.
Latawiec was granted 33,000 shares subject to options during fiscal year 1997
and Mr. O'Gorman was granted 22,000 shares subject to options during fiscal year
1997.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by the
Named Executive Officers as of September 30, 1997. Also reported are the value
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the year-end price of the
Common Stock.
16
<PAGE> 20
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION/SAR VALUES
Securities Underlying Number Value of Unexercised In-the-
of Unexercised Options/SARs Money Options/SARs at
at Fiscal Year End (#) Fiscal Year End ($)
------------------------------------- ------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Frank S. Latawiec........... 0 33,000 $ 0 $157,500(1)
P. James O'Gorman........... 4,589 25,059 $59,932(2) $144,951(3)
- --------------
(1) Market value of underlying securities at fiscal year end ($22.50) minus the exercise or base price ($18.00
and $17.00) per share for 24,000 and 9,000 shares subject to options, respectively.
(2) Market value of underlying securities at fiscal year end ($22.50) minus the exercise or base price ($9.44)
per share.
(3) Market value of underlying securities at fiscal year end ($22.50) minus the exercise or base price ($9.44,
$18.00 and $17.00) per share for 3,059, 16,000 and 6,000 shares subject to options, respectively.
</TABLE>
RETIREMENT PLAN. The Bank maintains the Financial Federal Savings and Loan
Association Retirement Income Plan ("Retirement Plan"), a non-contributory
defined benefit plan. The following table indicates the annual retirement
benefit that would be payable under the plan upon retirement at age 65, or at
age 60 with 30 years of service, to a participant electing to receive his
retirement benefit in the standard form of benefit, assuming various specified
levels of plan compensation and various specified years of credited service. The
benefits listed in the retirement benefit table are based upon salary and bonus
and are subject to any Social Security amounts.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
------------------------------------
FINAL AVERAGE
EARNINGS 15 20 25 30
- -------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 25,000 $ 5,063 $ 6,750 $ 8,438 $10,125
50,000 12,143 16,190 20,238 24,286
75,000 19,643 26,190 32,738 39,286
100,000 27,143 36,190 45,238 54,286
150,000 42,143 56,190 70,238 84,286
160,000 45,143 60,190 75,238 90,286
(1) The maximum compensation permitted in the calculation of benefits under
Section 401(a)(17) of the Code was $160,000 for the 1997 calendar year.
</TABLE>
17
<PAGE> 21
The following table sets forth the years of credited service (I.E.,
benefit service) as of September 30, 1997 for each executive officer.
<TABLE>
<CAPTION>
CREDITED SERVICE
--------------------------------------------
YEARS MONTHS
<S> <C> <C>
Frank S. Latawiec....... 1 2
P. James O'Gorman....... 6 11
Robert E. Adamec........ 7 2
Valerie M. Swaya........ 3 0
</TABLE>
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank's current policy provides that all loans made by the Bank to its
directors and officers are made on substantially the same terms, including
interest rates 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. Prior to the FIRREA, the
Bank made loans to officers with discounted interest rates and loan origination
fees.
Set forth below is certain information as of September 30, 1997, with
respect to loans made by the Bank on preferential terms to executive officers
whose aggregate indebtedness to the Bank exceeded $60,000 at any time since
October 1, 1996.
<TABLE>
<CAPTION>
LARGEST AMOUNT BALANCE INTEREST
MATURITY OUTSTANDING AS OF RATE AS OF
DATE DATE SINCE SEPTEMBER SEPTEMBER TYPE OF
NAME AND POSITION OF LOAN OF LOAN OCTOBER 1, 1996 30, 1997 30, 1997 LOAN
- ----------------- ------- ------- --------------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Valerie M. Swaya 07/26/95 08/01/25 $100,685 $99,085 7.0% Mortgage
Vice President and
Chief Administrative
Officer
</TABLE>
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended September 30,
1997 were Radics & Co., LLC. The Company's Board of Directors has reappointed
Radics & Co., LLC to continue as independent auditors for the Bank and the
Company for the year ending September 30, 1998, subject to ratification of such
appointment by the shareholders.
18
<PAGE> 22
Representatives of Radics & Co., LLC will be present at 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
shareholders 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. AS
THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF RADICS & CO. AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the 1999 Annual Meeting of Shareholders, a shareholder
proposal must be received by the Secretary of the Company at the address set
forth on the first page of this Proxy Statement not later than August 25, 1998.
Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting. The shareholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting, provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
shareholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by shareholders must include the shareholder's name and
address, as they appear on the Company's record of shareholders, a brief
description of the proposed business, the reason for conducting such business at
the Annual Meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such shareholder and any material interest
of such shareholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement or the proxy relating to an annual meeting any shareholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.
19
<PAGE> 23
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 Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. 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 the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
By Order of the Board of Directors
Robert E. Adamec
SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY
Long Island City, New York
December 23, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
20
<PAGE> 24
[FRONT SIDE]
REVOCABLE PROXY
FINANCIAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 22, 1998
10:30 a.m. Eastern Standard Time
-------------------------------
The undersigned hereby appoints the official proxy committee of the Board
of Directors of Financial Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as attorneys and proxies for the undersigned, and to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Shareholders, to be held on January 22, 1998,
at 10:30 a.m. Eastern Standard Time, at the La Guardia Marriott, 102-05 Ditmars
Boulevard, East Elmhurst, New York, and at any and all adjournments thereof, as
follows:
1. The election as directors of all nominees listed (except as marked
to the contrary below).
Dominick L. Segrete and Frank S. Latawiec
FOR VOTE WITHHELD
--- -------------
/ / / /
INSTRUCTION: To withhold your vote for any individual nominee,
write that nominee's name on the line provided below:
--------------------------------------------------------------------
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors of Financial Bancorp, Inc. for the fiscal year
ending September 30, 1998.
FOR AGAINST ABSTAIN
--- ------- -------
/ / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
<PAGE> 25
[BACK SIDE]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, including
whether or not to adjourn the meeting, this proxy will be voted by those named
in this proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and of a
Proxy Statement dated December 23, 1997 and of the Annual Report to
Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:
---------------------------
----------------------------------
SIGNATURE OF SHAREHOLDER
----------------------------------
SIGNATURE OF SHAREHOLDER
-------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
