SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Financial Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
Mary M. Sjoquist, Muldoon, Murphy & Faucette
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Dear Employee:
The Financial Federal Savings and Loan Association Employee Stock
Ownership Plan and Trust ("ESOP") holds 149,891 shares of common stock of
Financial Bancorp, Inc. (the "Company"), the parent holding company for
Financial Federal Savings Bank (the "Bank"), for the benefit of the employees of
the Bank. As a participant in the ESOP, you may direct the voting of the shares
of the Company's common stock held by the ESOP Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached Vote
Authorization Form, provided for the purpose of conveying your voting
instructions to the ESOP Trustee.
First Bankers Trust Company, a National Association, an unrelated third
party, has been appointed as the corporate trustee for the ESOP (the "ESOP
Trustee"). As of the Record Date, December 5, 1997, 42,711 shares of Common
Stock in the ESOP had been allocated to participating employees. The ESOP
trustee will vote the allocated shares held in the ESOP Trust in accordance with
instructions of the participants. All unallocated shares held in the ESOP Trust
and allocated shares for which voting instructions are not received will be
voted in the same proportion as those allocated shares for which voting
instructions are received, so long as such vote is in accordance with the
provisions of the Employment Retirement Income Security Act of 1974, as amended.
At this time, in order to direct the voting of shares allocated to your
account under the ESOP, you must fill out and sign the enclosed Vote
Authorization Form and return it in the accompanying envelope. Your vote will
not be revealed, directly or indirectly, to any officer or other employee of the
Company. Your shares will be tallied by an independent source and then the ESOP
Trustee will vote the number of shares in the ESOP Trust for which it has
received voting instructions. If you do not direct the ESOP Trustee in voting
your shares, your shares will be voted by the ESOP Trustee proportionately to
the voting instructions received from other ESOP participants.
Sincerely,
FINANCIAL BANCORP, INC.
The Board of Directors
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NAME: ___________________________ VESTED SHARE INTEREST: _________________
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the ESOP Trustee is the holder of
record and custodian of all shares of Financial Bancorp, Inc. (the "Company")
common stock attributable to me under the Financial Federal Savings and Loan
Association Employee Stock Ownership Plan and Trust. Further, I understand that
my voting instructions are solicited on behalf of the Company's Board of
Directors for the Annual Meeting of Stockholders on January 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as director of all nominees listed (except as marked to
the contrary below).
Frank S. Latawiec and Dominick L. Segrete
FOR VOTE WITHHELD
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[ ] [ ]
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
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[ ] [ ] [ ]
The ESOP Trustee is hereby authorized to vote any shares attributable to me in
his or her trust capacity as indicated above. I understand that if I sign this
form without indicating specific instructions, shares attributable to me will be
voted "FOR" the listed proposals and "FOR" other matters as recommended by the
Board of Directors.
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Date Signature
Please date, sign and return this form in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS.
<PAGE>
Dear Participant:
The Financial Federal Savings Bank (the "Bank") Recognition and
Retention Plan (the "RRP") holds 40,017 shares of common stock of Financial
Bancorp, Inc. (the "Company"), the parent holding company for the Bank, for the
benefit of the employees of the Bank. As a participant in the RRP, you may
direct the voting of the shares of the Company's common stock held by the RRP
Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached Vote
Authorization form, provided for the purpose of conveying your voting
instructions to the RRP Trustee.
An unrelated third party has been appointed as the corporate trustee
for the RRP Trust (the "RRP Trustee"). The RRP Trustee will vote those shares of
the Company's common stock held in the RRP Trust in accordance with instructions
of the participants.
At this time, in order to direct the voting of shares allocated to your
account under the RRP, you must fill out and sign the enclosed Vote
Authorization Form and return it in the accompanying envelope. Your vote will
not be revealed, directly or indirectly, to any officer or other employee of the
Company. Your shares will be tallied by an independent source and then the RRP
Trustee will vote the shares in the RRP Trust proportionately in accordance with
the voting instructions received.
Sincerely,
FINANCIAL BANCORP, INC.
The Board of Directors
<PAGE>
NAME: __________________________ NUMBER OF SHARES: ____________________
VOTE AUTHORIZATION FORM
I, hereby instruct the Trustee of the Financial Federal Savings Bank
Recognition and Retention Plan for Officers and Employees ("RRP") to vote all
shares attributable to me as follows:
1. The election as director of all nominees listed (exept as marked to
the contrary below).
FOR VOTE WITHHELD
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[ ] [ ]
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
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[ ] [ ] [ ]
I understand that my voting instructions are solicited on behalf of the
RRP Trustee for the Annual Stockholders Meeting to be held on January 22, 1998.
I understand that if I sign this form without indicating specific instructions,
my shares will be voted "FOR" the listed proposals and "FOR" other matters
recommended by the Board of Directors.
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Date Signature
Please date, sign and return this form in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS
<PAGE>
Dear Participant:
The Financial Federal Savings and Loan Association Incentive Savings
Plan ("401(k) Plan") holds 23,880 shares of common stock of Financial Bancorp,
Inc. (the "Company"), the parent holding company for Financial Federal Savings
Bank (the "Bank"). As a participant in the 401(k) Plan's Employer Stock Fund,
you may direct the voting of the shares of the Company's common stock held by
the 401(k) Plan Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached Vote
Authorization form, provided for the purpose of conveying your voting
instructions to the 401(k) Plan Trustee.
Retirement Systems, Inc. (the "401(k) Plan Trustee") has been appointed
as an unrelated corporate trustee for the 401(k) Plan. The 401(k) Plan Trustee
will vote those shares of the Company's common stock held in the 401(k) Plan
Trust proportionally in accordance with instructions given by the participants.
At this time, in order to provide the 401(k) Plan Trustee with
instructions for the voting of shares of Common Stock of the Company held by the
401(k) Plan, you must fill out and sign the enclosed Vote Authorization Form and
return it to the 401(k) Plan Trustee in the accompanying envelope. Your vote
will not be revealed, directly or indirectly, to any officer, other employee or
director of the Company. Your shares will be tallied by an independent source
and then the 401(k) Plan Trustee will vote the number of shares in the 401(k)
Plan Trust in accordance with the voting instructions it receives. If you do not
direct the 401(k) plan Trustee in voting your shares, your shares will be voted
by the 401(k) Trustee proportionately to the voting instructions received from
other 401(k) participants.
Sincerely,
FINANCIAL BANCORP, INC.
The Board of Directors
<PAGE>
NAME ________________________________ NUMBER OF SHARES: __________________
VOTE AUTHORIZATION FORM
I, hereby instruct the Financial Federal Savings and Loan Association
Incentive Savings Plan ("401(k) Plan") Trustee to vote all shares attributable
to me as follows:
1. The election as director of all nominee listed (except as marked to
the contrary below).
Frank S. Latawiec and Dominick L. Segrete
FOR VOTE WITHHELD
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[ ] [ ]
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
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[ ] [ ] [ ]
I understand that my voting instructions are solicited on behalf of the
401(k) Trustee for the Annual Stockholders Meeting to be held on January 22,
1998. I understand that if I sign this form without indicating specific
instructions, my shares will be voted "FOR" the listed proposals and "FOR" other
matters recommended by the Board of Directors.
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Date Signature
Please date, sign and return this form in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE LISTED PROPOSALS
