<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A 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 Rule 14a-11(c) or Rule 14a-12
SUBURBFED FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SUBURBFED FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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
[LOGO]
SUBURBFED FINANCIAL CORP.
3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422
(708) 333-2200
March 16, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of SuburbFed Financial Corp.
(the "Company"), we cordially invite you to attend the Annual Meeting of
Stockholders to be held at 2:00 p.m. Central time on April 16, 1998, at South
Suburban College in the Heritage Community Bank Room located at 15800 S. State
Street, South Holland, Illinois. The attached Notice of Annual Meeting of
Stockholders and Proxy Statement discuss the business to be conducted at the
Meeting. We have also enclosed a copy of SuburbFed Financial Corp.'s Annual
Report. At the Meeting we will report on SuburbFed Financial Corp.'s
operations and the outlook for the year ahead.
We encourage you to attend the Meeting in person. Whether or not you plan to
attend, however, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will save
SuburbFed Financial Corp. additional expense in soliciting proxies and will
ensure that your shares are represented at the Meeting.
On behalf of the Board of Directors and all of the employees of the Company and
Suburban Federal Savings, thank you for your continued support. We are pleased
that you have decided to share in our future.
Sincerely yours,
DANIEL P. RYAN VERNON VOLLBRECHT
Chairman of the Board, President Vice Chairman of the Board
and Chief Executive Officer
<PAGE> 3
[LOGO]
SUBURBFED FINANCIAL CORP. 3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422
(708) 333-2200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of SuburbFed Financial Corp. (the "Company") will be held at 2:00
p.m. on April 16, 1998, at South Suburban College in the Heritage Community
Bank Room located at 15800 S. State Street, South Holland, Illinois.
A Proxy Card and a Proxy Statement for the Meeting are enclosed. The
Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Cobitz, VandenBerg & Fennessy
as auditors for the Company for the fiscal year ending December 31,
1998; and
such other matters as may properly come before the Meeting or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
March 2, 1998 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof. A complete list of stockholders
entitled to vote at the Meeting will be available for inspection by
shareholders, for any purpose germane to the Meeting, during normal business
hours at the executive office of the Company during the ten days prior to the
Meeting as well as at the Meeting.
You are requested to complete, sign and date the enclosed Proxy Card which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The Proxy Card will not be used if you attend and vote
at the Meeting in person.
By Order of the Board of Directors
[SIGNATURE CUT] [SIGNATURE CUT]
DANIEL P. RYAN VERNON VOLLBRECHT
Chairman of the Board, President Vice Chairman of the Board
and Chief Executive Officer
Flossmoor, Illinois
March 16, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE> 4
PROXY STATEMENT
SUBURBFED FINANCIAL CORP.
3301 WEST VOLLMER ROAD
FLOSSMOOR, ILLINOIS 60422
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of SuburbFed Financial Corp. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting"), to be held at South Suburban College in the Heritage Community Bank
Room located at 15800 S. State Street, South Holland, Illinois, on April 16,
1998 at 2:00 p.m., and at any adjournments or postponements of the Meeting.
The accompanying Notice of Meeting and this Proxy Statement are first being
mailed to stockholders on or about March 16, 1998. Certain of the information
provided herein relates to Suburban Federal Savings, a Federal Savings Bank
(the "Bank"), a wholly owned subsidiary and the predecessor of the Company.
At the Meeting, the stockholders of the Company are being asked to
consider and vote upon proposals to elect three directors of the Company and to
ratify the appointment of auditors.
VOTING RIGHTS AND PROXY INFORMATION
All shares of common stock, par value $.01 per share, of the Company (the
"Common Stock") represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for all nominees named below
and for the appointment of Cobitz, VandenBerg & Fennessy as the independent
auditor for the fiscal year ending December 31, 1998. The Company does not
know of any matters, other than as described in the Notice of Meeting, that are
to come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Under Section 216 of the Delaware General Corporation Law and the
Company's Bylaws, a majority of the shares of the Company's Common Stock,
present in person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. In all matters other than the election of directors,
the affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the matter shall be the act of
the shareholders. Directors shall be elected by a plurality of the votes
present in person or represented by proxy at the Meeting and entitled to vote
on the election of directors. Abstentions are treated as votes against a
proposal and broker non-votes have no effect on the vote. Abstentions and
broker non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Lynn M.
Nevills, Secretary, SuburbFed Financial Corp., 154th Street at Broadway,
Harvey, Illinois 60426 (Administrative Office).
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on March 2, 1998 will
be entitled to one vote for each share then held. As of that date, the Company
had 1,270,084 shares of Common Stock issued and outstanding. The following
table sets forth, as of March 2, 1998, certain information as to (i) those
persons who were known by management to be beneficial owners of more than five
percent of the Common Stock and (ii) as to the shares of Common Stock
beneficially owned by the executive officers named below and all executive
officers and directors of the Company and the Bank as a group.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ------------------------------------ ------------ -------
<S> <C> <C>
Over 5% Owners:
- --------------
Wayne W. Whalen
Paula Wolff
4920 South Greenwood
Chicago, Illinois 60615 .................................... 113,875 8.94%
SuburbFed Financial Corp. Employee Stock Ownership Plan
3301 West Vollmer Road
Flossmoor, Illinois 60422 .................................. 96,640(1) 7.61
PL Capital, LLC
One Financial Place, Suite 1021
440 South LaSalle Street
Chicago, Illinois 60605 ..................................... 94,454(2) 7.44
Daniel P. Ryan
SuburbFed Financial Corp.
3301 West Vollmer Road
Flossmoor, Illinois 60422 ................................... 67,410(3) 5.18
Executive Officers:(4)
- -------------------
Byron G. Thoren .............................................. 49,745(5) 3.85
Steven E. Stock .............................................. 32,356(6) 2.52
Peter A. Ruhl ................................................ 14,015(7) 1.10
All directors, nominees, and executive officers of the Company
and the Bank as a group (16 persons) ........................ 408,647(8) 29.01
</TABLE>
- ------------------
(1) Includes 71,913 shares allocated to the individual accounts of officers and
employees as a group, with respect to which such individuals are deemed to
have sole voting and no investment power. American Stock Transfer & Trust
Company, as trustee of the Employee Stock Ownership Plan (the "ESOP"), has
sole investment power as to all shares held in the ESOP and sole voting
power as to 24,727 of such shares which have been not been allocated to
participants. Each participant may instruct the ESOP trustee as to the
voting of the shares allocated to each such participant. Allocated shares
for which voting instructions are not received shall be voted by the ESOP
trustee in the same ratio as the allocated shares with respect to which
instructions are received. The ESOP trustee may be deemed under applicable
regulations to "beneficially own" the 24,727 shares owned by the ESOP which
have not been allocated to participants. ESOP allocations to officers and
employees for fiscal 1997 have not yet been made.
(2) As reported in a Schedule 13D/A filed January 22, 1998 by Financial Edge
Fund, L.P. and two of its partners, Richard J. Lashley and John Palmer.
Financial Edge Fund, L.P. disclosed sole voting and dispositive power with
respect to the 94,454 shares of the Company's Common Stock.
(3) Includes 31,287 shares which Mr. Ryan has the right to acquire pursuant to
options granted under the Company's current stock option plans, 15,491
shares which have been allocated to him and which have vested under the
Bank Incentive Plan and Trusts (the "BIPs"), 4,671 shares allocated under
the Company's ESOP, and 9,465 shares held in the Bank's profit-sharing
401(k) plan.
2
<PAGE> 6
(4) Daniel P. Ryan, listed as a 5% owner, is also an executive officer of
the Company.
(5) Includes 21,336 shares which Mr. Thoren has the right to acquire pursuant
to options granted under the Company's stock option plans, 9,271 shares
which have been allocated to him and which have vested under the BIPs,
3,917 shares allocated under the Company's ESOP, and 6,636 shares held in
the Bank's profit-sharing 401(k) plan.
(6) Includes 16,300 shares which Mr. Stock has the right to acquire pursuant to
options granted under the Company's stock option plans, 4,177 shares which
have been allocated to him and which have vested under the BIPs, 3,388
shares allocated under the Company's ESOP, and 3,297 shares held in the
Bank's profit-sharing 401(k) plan.
(7) Includes 9,450 shares which Mr. Ruhl has the right to acquire pursuant
to options granted under the Company's stock option plans, 4,177 shares
which have been allocated to him and which have vested under the BIPs, 2,337
shares allocated under the Company's ESOP, and 2,087 shares held in the
Bank's profit-sharing 401(k) plan.
(8) Includes shares held directly, as well as an aggregate of 142,992 shares
which such directors and officers have the right to acquire pursuant to
options granted under the Company's stock option plans, an aggregate of
37,923 shares which have been allocated to individual officers and which
have vested under the BIPs, 18,842 shares allocated under the Company's
ESOP, and 31,641 shares held in the Bank's profit- sharing 401(k) plan and
shares held in retirement accounts or by certain members of such
individuals' families, over which shares the respective directors and
officers may be deemed to have sole voting or investment power.
PROPOSAL I - ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently composed of eleven members,
each of whom is also a director of the Bank. Approximately one-third of the
directors are elected annually. Directors of the Company are generally elected
to serve for a three-year period or until their respective successors shall
have been elected and shall qualify. Dr. William E. Ricketts, M.D., Ph.D.,
whose current term as director of the Company and the Bank expires in 1998, has
decided to not seek renomination to the Board of Directors. Mr. Ricketts has
served as director since 1973, and his contributions will be missed by the
Company. No replacement will be made to fill this vacancy on the Board.
The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including their terms of
office. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Meeting FOR the election of the nominees
identified below. If any nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the
Board of Directors may recommend. At this time, the Board of Directors knows
of no reason why any of the nominees might be unable to serve, if elected.
There are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected.
3
<PAGE> 7
<TABLE>
<CAPTION>
Term Common Stock Percent
Positions Held Director to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
- -------------------- --- -------------- -------- ------ ------------ -------
NOMINEES
--------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Genetski 55 Director 1996 2001 5,375 *
Raymond J. Kalinsky 58 Director 1990 2001 13,628 1.07%
Paula Wolff 52 Director 1996 2001 113,875 8.94
DIRECTORS CONTINUING IN OFFICE
------------------------------
Daniel P. Ryan 57 President, 1987 2000 67,410 5.18
Chairman, Chief
Executive Officer
and Managing
Officer
Vernon P. Vollbrecht 65 Vice Chairman of 1980 2000 22,921 1.80
the Board
Bruce E. Huey 50 Director 1990 2000 9,825 *
Robert L. Harris 67 Director 1992 2000 6,750 *
Alan L. Wischhover 53 Director 1988 1999 17,337 1.36
Douglas L. Dance 41 Director 1996 1999 5,168 *
Michael L. Lowenthal 61 Director 1996 1999 5,375 *
</TABLE>
- --------------
(1) Includes service as a director of the Bank.
(2) Includes shares, as of March 2, 1998, held directly, as well as shares
which are subject to options granted under the Company's stock option plans,
shares allocated to the listed individuals under the ESOP, the 401(k) plan,
profit sharing plan and shares which are held in retirement accounts or by
certain members of the named individuals' families, over which shares the
respective directors may be deemed to have sole voting and investment power.
ESOP allocations for fiscal 1997 have not yet been made, and are not
included in share ownership amounts.
* Less than 1.0%
The business experience of each of the above directors for at least the
past five years is as follows:
Robert J. Genetski is an economist and author. He currently serves as
Senior Managing Director for Chicago Capital, Inc., an investment bank in
Chicago, and he writes a regular column for the Nikkei Financial Daily, Japan's
leading business newspaper.
Raymond J. Kalinsky became President of The Pulmonary Exchange, Ltd.,
Chicago Ridge, Illinois, in 1987, a firm which specializes in temporary medical
help. Mr. Kalinsky is also a salesman for A.L. Williams, an insurance and
securities sales company. From 1961 to 1987, Mr. Kalinsky was a Vice President
with AAMed, Inc., a medical sales company.
Paula Wolff is President of Governors State University and is a member of
numerous boards and civic activities. Dr. Wolff is married to Mr. Wayne
Whalen, who beneficially owns 8.94% of the Company's outstanding stock.
Daniel P. Ryan is the President, Chief Executive Officer and Managing
Officer of the Company and the Bank and has held such positions with the
Company since its inception in 1991 and with the Bank since 1986. Mr. Ryan
joined the Bank in 1973. Mr. Ryan was elected Vice Chairman of the Board of
Directors of the Company and the Bank in 1992 and Chairman of the Company and
the Bank in 1997.
4
<PAGE> 8
Vernon P. Vollbrecht is owner and President of the South Holland, Illinois
based commercial real estate and management firm of Suburban Properties, Ltd.
His firm engages in commercial investment real estate brokerage and manages
over 2,000 commercial and residential units. Mr. Vollbrecht served as Chairman
of the Board of the Company and the Bank from 1992 to 1997. He currently
serves as Vice Chairman of the Board of the Company and the Bank.
Bruce E. Huey is a partner in Friedman and Huey Associates, a certified
public accounting firm located in Homewood, Illinois. Mr. Huey specializes in
tax consulting. Mr. Huey is also a part-time adjunct assistant professor at
DePaul University.
Robert L. Harris has served as President of Ingalls Memorial Hospital,
Harvey, Illinois, since 1967 and President of Ingalls Health System since its
incorporation in 1981.
Alan L. Wischhover is a partner in private practice with the law firm of
Wischhover and Vaccarello in Palos Hills, Illinois. Mr. Wischhover is also a
title underwriter and consultant for Enterprise Land Title, Ltd.
Douglas L. Dance became the President of Minnesota Suburban Publications,
LLC, which publishes The Sun, a weekly newspaper serving over 280,000
households in the Minneapolis Suburban area, in 1996. He has also served as
President of Shopper Management Services, Inc., a weekly publication of
advertisements, since 1993.
Michael L. Lowenthal is co-owner of Winstrom Manufacturing located in Park
Forest, Illinois, a manufacturer of replacement windows for homes and is a
majority owner of Hi-Hard Rolls located in Harvey, Illinois, a steel roll
processor. He purchased both of these companies in 1989.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Meetings of the Company's Board of Directors are generally held on a
monthly basis. The Board of Directors met 12 times during the fiscal year
ended December 31, 1997. During fiscal 1997, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board
of Directors on which he served. The Company has standing Audit, Compensation,
Stock Option, Executive, Nominating, Investment Advisory and Planning
Committees.
The Audit Committee is comprised of Directors Kalinsky, Harris, and
Lowenthal. The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' reports and services, reviews with
management and the internal auditors the systems of internal control and
internal audit reports to ensure effective compliance with regulatory and
internal policies and procedures. This committee met once jointly with the
Audit Committee of the Bank during fiscal 1997. The Audit Committee of the
Bank met three additional times during fiscal 1997.
The Compensation Committee is comprised of Directors Huey, Harris,
Wischhover, Dance and Wolff. The Compensation Committee is responsible for
making recommendations for the salary of the chief executive officer, and for
approving the salaries of all other executive officers. This committee met two
times during fiscal 1997, jointly with the Compensation Committee of the Bank.
The Executive Committee is comprised of Directors Vollbrecht, Ryan,
Ricketts, Genetski and Huey. The Executive Committee has and exercises all of
the powers of the Board of Directors when such powers are required between
meetings of the Board of Directors. The Executive Committee met three times in
fiscal 1997.
The Stock Option Committee is comprised of Directors Ricketts and Harris.
The Stock Option Committee is responsible for administering the Company's stock
option plans. The Stock Option Committee met two times during fiscal 1997.
5
<PAGE> 9
The Company's Nominating Committee selects the Company's nominees for the
annual election of directors. Members of the Nominating Committee include
Directors Ryan, Vollbrecht, and Kalinsky. Pursuant to the Company's Bylaws,
nominations for directors by stockholders must be made in writing and delivered
to the Secretary of the Company at least 30 days prior to the meeting and such
written nomination must contain certain information as provided in the
Company's Bylaws. While the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited nominations.
The Investment Advisory Committee is comprised of Directors Wolff, Ryan,
Huey and Officer Stock. The Investment Advisory Committee is authorized to act
between meetings of the Board of Directors to approve the sale and purchase of
securities. This committee did not meet during fiscal 1997.
The Planning Committee is comprised of the full board and Officers
LeClaire, Thoren, Stock, Ruhl and Wolf. The Planning Committee is responsible
for developing and implementing strategies to better serve the long-term
interests of the Company's stockholders, employees, and communities served.
This committee met four times during fiscal 1997.
Board of Directors' meetings of the Bank, the principal subsidiary of the
Company, are generally held on a monthly basis. The Board of Directors of the
Bank met 12 times during the year ended December 31, 1997. During 1997, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served The Board of Directors
of the Bank has standing Executive, Audit and Compensation Committees.
COMPENSATION OF DIRECTORS
Company Fees. The Company pays a fee of $900 to its directors for
attendance in person at each assigned committee meeting, specifically held for
the Company, which occurs at a different time and for different purposes than
like committees of the Bank. In addition, the chairman of each committee
receives an additional $150 for attendance in person at each committee meeting
over which he presides.
Bank Fees. The Bank pays a fee of $900 per month to its Chairman, $400
per month to its Vice Chairman and $300 per month to all other directors. In
addition, all directors receive fees of $900 for attendance in person at board
meetings and assigned committee meetings and $450 for participation in
telephonic meetings requiring the review of materials. The chairman of each
committee receives an additional $150 for attendance in person at each
committee meeting over which he presides.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid by
the Company and the Bank to its Chief Executive Officer and other executive
officers paid in excess of $100,000 during this period.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
- --------------------------------------------------------------------------------------------------
SECURITIES
RESTRICTED UNDERLYING
PERFORMANCE STOCK OPTIONS/ ALL OTHER
SALARY INCENTIVE AWARD(S) SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan, 1997 $155,820(1) $62,414 $21,869(2) 4,200(3) $107,953(4)
Chief Executive Officer, 1996 177,650 49,550 6,829 4,400 103,614(5)
President and Chairman 1995 161,300 29,836 4,261 3,037 116,306(6)
Byron G. Thoren, 1997 114,763 39,138 $4,035(7) 3,150(3) 20,281(4)
Executive Vice President and 1996 109,298 31,269 --- 3,300 33,650(5)
Chief Operating Officer 1995 103,600 16,285 --- 2,137 26,364(6)
Steven E. Stock, 1997 106,180 35,635 --- 2,685(3) 1,316(4)
Senior Vice President, Chief 1996 101,124 29,366 --- 2,860 24,920(5)
Financial Officer and Treasurer 1995 95,400 14,821 --- 1,575 23,348(6)
Peter A. Ruhl
Senior Vice President, Lending
and Savings 1997 87,019 15,901 --- 1,830(3) 2,452(4)
=================================================================================================================
</TABLE>
- --------------
(1) Includes Director's fees of $34,550.
(2) Represents the dollar value, as of December 31, 1997, of the award
of 439 shares of the Company's Common Stock granted to Mr. Ryan, pursuant
to the BIPs based on the average of the closing bid and asked price of
$49.815 per share of the Company's Common Stock as quoted on the Nasdaq
SmallCap Market System on December 31, 1997.
(3) Includes option grants of 2,400, 1,800, 1,560 and 1,080 shares to
Messrs. Ryan, Thoren, Stock and Ruhl, respectively, which are subject
to the achievement of certain performance criteria tied to fiscal 1998
earnings data. These shares have not vested at December 31, 1997.
(4) Includes a payment of $103,506, $16,935 and $99 in supplement retirement
benefits to Messrs. Ryan, Thoren and Stock, respectively, in an amount equal
to the difference between the benefits payable under the Company's
retirement plans in excess of the Internal Revenue Code limitation on
maximum benefits payable plus an amount to cover taxes due to the immediate
payment of such funds. Also includes insurance premiums paid by the Bank
during 1997 of $3,150, $2,016, and $1,217 and $2,016 for Messrs. Ryan,
Thoren, Stock and Ruhl, respectively.
(5) Includes a payment of $74,000, $8,057 in supplement retirement benefits
to Messrs. Ryan and Thoren, respectively, in an amount equal to the
difference between the benefits payable under the Company's retirement plans
in excess of the Internal Revenue Code limitation on maximum benefits
payable plus an amount to cover taxes due to the immediate payment of such
funds. Includes an allocation under the ESOP for fiscal year 1996 of 737,
737, and 710 shares to Messrs. Ryan, Thoren, and Stock, respectively. The
value of the shares allocated to Messrs. Ryan, Thoren, and Stock under the
ESOP was $14,464, $14,464 and $13,934 respectively, based on the average of
the closing bid and asked price of $19.625 per share for the Company's
Common Stock as quoted on the Nasdaq SmallCap Market on December 31, 1996.
Also includes insurance premiums paid by the Bank during 1996 of $5,670,
$1,629, and $1,486 for Messrs. Ryan, Thoren, and Stock, respectively.
(6) Includes a payment of $85,599 in supplement retirement benefits to
Mr. Ryan, in an amount equal to the difference between the benefits payable
under the Company's retirement plans in excess of the Internal Revenue Code
limitation on maximum
7
<PAGE> 11
benefits payable plus an amount to cover taxes due to the immediate payment
of such funds. Includes an allocation under the ESOP for fiscal year 1995
of 921, 900, and 747 shares to Messrs. Ryan, Thoren, and Stock,
respectively. The value of the shares allocated to Messrs. Ryan, Thoren,
and Stock under the ESOP was $15,887, $15,525 and $12,886 respectively,
based on the average of the closing bid and asked price of $17.25 per share
for the Company's Common Stock as quoted on the Nasdaq SmallCap Market on
December 31, 1995. Also includes insurance premiums paid by the Bank during
1995 of $5,850, $1,599, and $1,462 for Messrs. Ryan, Thoren, and Stock,
respectively.
(7) Represents the dollar value, as of December 31, 1997, of the award of 81
shares of the Company's Common Stock granted to Mr. Thoren, pursuant to the
BIPs based on the average of the closing bid and asked price of $49.815 per
share of the Company's Common Stock as quoted on the NASDAQ SmallCap Market
System on December 31, 1997.
No stock appreciation rights ("SAR's") were granted during fiscal 1997 or
in any previous year.
The following table sets forth certain information concerning grants of
stock options pursuant to the Company's Stock Option and Incentive Plan to the
named officers for the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL POTENTIAL REALIZABLE
UNDERLYING OPTIONS/SARS EXERCISE VALUE AT ASSUMED
OPTIONS/ GRANTED TO OR BASE ANNUAL RATES OF STOCK
SARS EMPLOYEES PRICE EXPIRATION PRICE APPRECIATION FOR
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE OPTION TERM
----------------------
5%($)(1) 10%($)(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan 1,800 4.06% $19.00 12/31/06 $21,508 $ 54,506
2,400(2) 5.42 49.81 12/31/97 75,181 190,522
Byron G. Thoren 1,350 3.05 19.00 12/31/06 16,131 40,879
1,800(2) 4.07 49.81 12/31/07 56,385 142,892
Steven E. Stock 1,125 2.54 19.00 12/31/06 13,443 34,066
1,560(2) 3.53 49.81 12/31/07 48,867 123,840
Peter A. Ruhl 750 1.69 19.00 12/31/06 8,962 22,711
1,080(2) 2.44 49.81 12/31/07 33,831 85,735
==========================================================================================
</TABLE>
(1) Appreciation is based on stock price as of date of grant.
(2) Includes option grants of 2,400, 1,800, 1,560 and 1,080 shares to Messrs.
Ryan, Thoren, Stock and Ruhl respectively, which are subject to the
achievement of certain performance criteria tied to fiscal 1998 earnings
data. These shares have not vested at December 31, 1997.
8
<PAGE> 12
The following table provides information as to stock options exercised by
the Company's Chief Executive Officer and the other named officers at December
31, 1997 and the value of in-the-money options held by the Company's Chief
Executive Officer and other named officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS AT
ON EXERCISE REALIZED FY-END FY-END
NAME (#) ($) (#)(1) ($)(2)
------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel P. Ryan --- --- 31,287 3,000(3) $1,602,413 $101,871(3)
Byron G. Thoren --- --- 21,336 2,250(3) 724,507 76,403(3)
Steven E. Stock --- --- 16,300 1,995(3) 553,499 67,744(3)
Peter A. Ruhl --- --- 14,015 1,410(3) 475,907 47,879(3)
===============================================================================================
</TABLE>
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer and other named officers.
(2) Represents the aggregate market value (market price of the Common
Stock less the exercise price) of in-the-money options granted based upon
the average of the closing bid and asked price of $49.815 per share of the
Company's Common Stock as reported on the Nasdaq SmallCap Market on December
31, 1997.
(3) Subject to the achievement of certain performance criteria tied to
fiscal 1998 earnings data.
EMPLOYMENT AGREEMENTS
During 1997, the Company entered into employment agreements with Messrs.
Ryan, Thoren, Stock and Ruhl and three other officers. The employment
agreements replaced the Bank's previously disclosed employment agreements,
which are now terminated, and the Company's previously disclosed change in
control agreements, which are also now terminated. The employment agreements
generally provide for annual base salaries in amounts not less than their
current salaries. The employment agreements provide for initial terms of (i)
three years for Mr. Ryan, (ii) two years for Messrs. Thoren and Stock and (iii)
one year for Mr. Ruhl and the remaining three officers. In general, under
their terms, each agreement is extended daily for a period of one day so that
the agreements retain their original terms unless either the employee or the
Company shall give notice to the contrary. The agreements provide for
termination upon the employee's death, for cause, or in certain other events.
Each employment agreement is terminable by the employee upon 90 days' written
notice.
The agreements provide for the payment of an amount equal to the
employee's salary for the remainder of the contract term plus health benefits
in the event employment is terminated without cause. The employment agreements
also provide for payment to Mr. Ryan of 299%, Messrs. Thoren and Stock of 200%
and Mr. Ruhl of 100% of their annual salary and bonus in the event there is a
change in control of the Bank, where employment terminates in connection with
such a change in control or within 12 months thereafter. Assuming a change in
control
9
<PAGE> 13
were to take place as of January 1, 1998 and each employee were involuntarily
terminated, the aggregate amount payable to Messrs. Ryan, Thoren and Stock
pursuant to this change in control provision would be approximately $886,113,
$447,107, $356,810 and $159,927, respectively. The agreements provide for,
among other things, participation in an equitable manner in employee benefits
applicable to executive personnel of the Bank.
REPORT OF THE COMPENSATION COMMITTEE
The Company's Executive compensation program is administered by the Board
Compensation Committee, a committee comprised solely of non-employee directors.
None of these directors have any interlocking or other relationships with the
Company which would call into question their independence as committee members.
The executive compensation program is structured and administered
to support the Company's business objectives and in keeping with its stated
mission. The mission statement of the company is as follows:
To maximize the long term value for shareholders;
To meet the needs of present and potential customers with financial
products and services, profitably and efficiently delivered through a caring
staff; and
To continue our commitment to the communities we serve.
The executive compensation program supporting this business mission and
strategy needs to, and does, provide a total compensation package for key
persons which match those provided by competitors of similar size, complexity,
and performance.
In 1993, Congress amended the Internal Revenue Code to add Section 162(m)
to limit the corporate deduction for compensation paid to a corporation's five
most highly compensated officers to $1.0 million per executive per year, with
certain exemptions. The committee carefully reviewed the impact of this
legislation on the cost of the Bank's current executive compensation plans.
Under the legislation and regulations adopted thereunder, it is not expected
that any portion of the Company's (or subsidiaries) deduction for employee
remuneration will be non-deductible in fiscal 1996 or in future years by reason
of the compensation awards granted in fiscal 1996. The Committee intends to
review the Company's (and subsidiaries) executive compensation policies on an
ongoing basis, and to propose appropriate modifications, if the committee deems
them necessary, to these executive compensation plans with a view toward
implementing the Company's compensation policies in a manner that avoids or
minimizes any disallowance of tax deductions under Section 162(m).
Compensation Philosophy
The Compensation Philosophy previously adopted by the committee was
reviewed. That philosophy is reiterated for the record:
SuburbFed Financial Corp. and Suburban Federal Savings, a Federal Savings
Bank support a centralized compensation program to attract, retain and motivate
qualified employees to accomplish short and long-term goals and objectives.
The specific objectives of the compensation program are:
1. To maintain a total compensation program which is equal to or slightly
above market value in competitiveness, within respective and
appropriate marketplaces for all job categories including executive,
managerial, non-exempt and part-time employees.
2. To provide the proper mix of compensation elements to meet the needs of
employees and the organization. For executive officers the elements
will include base salary, annual incentives, long-term incentives
including stock options, benefits, and perquisites.
10
<PAGE> 14
3. To maintain internally equitable pay levels which recognize the
skills, responsibilities, efforts, experience, certifications, and
working conditions determined for each position.
4. To provide a salary and incentive structure which recognizes
individual differences in performance, experience and position worth.
5. To establish annual salary increase guidelines which provide pay
progress based on each individuals' work performance.
6. To measure and monitor the performance management system to ensure a
direct relationship between pay increases and work performance.
7. To provide final approval for compensation decisions as follows:
Position Recommendation Approval
-------------- -------------- --------
CEO Board Compensation Comm. Board
COO,CFO,SRVP CEO Board Comm.
Other Officers Management Committee CEO
8. To formally communicate the compensation program details and
performance management system and features to all current and new
employees.
9. To provide periodic review and control over the compensation process
to ensure fair and equitable pay practices which comply with all
applicable regulations.
10. To conduct on-going reviews of salary structure and position
evaluation to preserve their accuracy and competitiveness and to
consider new innovative approaches to maintain fairness and cost
containment.
11. To review use of options, bank incentive plans, and the Employee
Stock Ownership Plan to determine the degree to which those plans are
aligned with the interests of outside shareholders.
Committee Process
In its review of executive compensation the committee takes into
account numerous components including but not limited to the following factors:
Competitive salary levels for executive positions under committee purview
as disclosed by various sources, including outside consultants, annual
reports of competing companies, and Compensation Surveys prepared by
America's Community Bankers.
Individual performance as recorded and documented during the year.
The performance of the Company in meeting its budgeted goals and stated
strategic objectives as they are established each year in the budgetary
process and in a strategic planning process.
Internal equity issues.
Company Performance
During 1997 budgeted net income goals were 97.9% met at the bank level.
1997 bank income is $2,557,925 and was budgeted at $2,613,552. Investment
performance at the holding company level achieved a rate of return above the
bench mark T-Bill yields and generated excess income in the amount of $734,211.
11
<PAGE> 15
Incentive compensation to a broad range of officers is based partially on
bank profitability and partially on determinable performance within areas under
their personal control. Three participating senior officers, those primarily
responsible for investment decisions, shared 15% of the excess investment
income derived in the holding company. All elements of incentive compensation
are objective and based on performance of the respective individuals and
companies.
After profitability, the primary strategic objective of significance for
1997 was loan growth. Such growth met management's goals established in late
1996.
CEO Compensation
During 1997 President and Vice Chairman Ryan received the following
compensation, Base salary of $156,533, 1996 incentives paid in early 1997 of
$62,414, Stock Awards totaling 439 shares which were intended to make up for
Mr. Ryan's lost ESOP participation due to the cap under the Internal Revenue
Code, options for 2,500 shares granted at market value as of the date of award
subject to earnings achievement for 1997, and an allocation under the ESOP
plan, applicable to all bank employees meeting minimum qualifying standards, of
737 shares. Mr. Ryan also received Board fees during 1997 in the amount of
$34,550. Mr. Ryan received a $103,507 payment reflecting supplemental
retirement benefits in an amount equal to the difference between the present
cash value payable under the company's retirement plan due to the limitation on
maximum benefits payable imposed by the Internal Revenue Code and the amount
which would be payable under the company's retirement plan if there had been no
such limitation, plus an amount to cover taxes, due to the immediate payment of
such funds. Such payment, if authorized by the Board, may diminish over time
due to adjustments to the code.
For 1997 based on available data the competitive range of compensation for
the CEO was determined as follows:
Median 1997 compensation for institutions between $300 & $500 million was
$181,461. Average base salary was $160,000, with an average lower quartile of
$133,795 and upper quartile of $201,597.
Median bonuses for 1996, the last year reported, amounted to $22,600, with
an average payment of $35,400, lower quartile measures of $10,618 and upper
quartile measures of $40,000.
Our outside consultant placed the market value of the CEO compensation for
an institution of the Company's size at $166,580 for 1998 with a range from
$133,624 to $216.554 being acceptable. He suggested a targeted incentive for
the CEO of 35% of base salary, translating to a range of from 0 if minimum
levels of performance are not achieved to 50% at the highest level of
achievement. He also agreed that if increases are held to levels which leave
the executive below market value, that performance based incentives could
legitimately be increased. He also suggested the propriety of a continuation
of long-term incentives to be granted through the use of market priced options
subject to vesting based on company performance.
1998 CEO Compensation
Based on these criteria the Committee granted to Mr. Ryan an annual salary
for the year beginning January 1, 1998 in the amount of $162,052. An incentive
plan with objective criteria based on bank earnings and investment success at
the holding company level was recommended as well. The incentive at the bank
level would translate to 40% at targeted income levels but would range from 0%
to 60% and higher depending on earnings levels achieved.
Investment performance at the holding company level would be shared with
other eligible executive officers to the degree such performance exceeds T-Bill
returns plus margins of 5 to 15 basis points. At the highest level such awards
would equate themselves to 15% of excess income achieved split based on base
salary between the CEO, the COO, and the CFO, these parties being those who
participate in the investment decision process.
12
<PAGE> 16
As a long-term incentive the committee recommends to the Stock Option
Committee an award to the President as follows: options for 2,400 shares
granted at market value as of December 31, 1997 subject to earnings achievement
during 1998.
Bruce Huey, Chairman of the Compensation Committee
Douglas Dance
Robert Harris
Alan Wischhover
Paula Wolff
STOCK PERFORMANCE PRESENTATION
The line graph below compares the cumulative total stockholder return on
the Common Stock to the cumulative total return of a broad index (all Nasdaq
U.S. Stocks) and a savings and loan industry index for the period March 4, 1992
through December 31, 1997. The graph assumes that $100 was invested on March
4, 1992 to purchase shares of the Common Stock and that all dividends were
reinvested.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN(1)
AMONG SUBURBFED FINANCIAL CORP., NASDAQ MARKET
INDEX AND MG GROUP INDEX(2)
[PERFORMANCE CHART]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
----------------------------------------------------------
COMPANY 1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
SUBURBFED FINANCIAL CORP 100 134.61 119.17 152.22 178.51 474.91
INDUSTRY INDEX 100 124.00 118.78 188.13 245.52 412.81
BROAD MARKET 100 119.95 125.94 163.35 202.99 248.30
</TABLE>
(1) Assumes $100 invested on March 4, 1992 and dividends reinvested through
fiscal year ending December 31, 1997.
(2) MG Group Index is a savings and loan industry index consisting of 375
publicly traded savings and loans and savings and loan holding companies.
13
<PAGE> 17
CERTAIN TRANSACTIONS
The Bank has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. The loans have been made in the ordinary course of business and on
the same terms and conditions as those of comparable transactions prevailing at
the time, in accordance with the Bank's underwriting guidelines, and do not
involve more than the normal risk of collectibility or present other
unfavorable features. Loans to officers and directors must be approved by a
majority of the disinterested directors and loans to other employees must be
approved by the Bank's loan committee. All loans by the Bank to its directors
and executive officers are subject to regulations of the Office of Thrift
Supervision restricting loans and other transactions with affiliated persons of
the Bank. Federal law currently requires that all loans to directors and
executive officers be on terms and conditions comparable to those for similar
transactions with non-affiliates. No loans granted on favorable terms are
outstanding to any current officer or director of the Bank or the Company whose
aggregate indebtedness exceed $60,000 at any time during the year ended
December 31, 1997.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors are Cobitz, VandenBerg & Fennessy,
independent certified public accountants. At the Meeting, the stockholders
will consider and vote on the ratification of the appointment of independent
auditors for the Company's fiscal year ending December 31, 1998. The Board of
Directors has appointed Cobitz, VandenBerg & Fennessy to be its auditors,
subject to ratification by the Company's stockholders.
Representatives of Cobitz, VandenBerg & Fennessy are expected to attend
the Meeting to respond to appropriate questions and to make a statement if they
so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF COBITZ, VANDENBERG & FENNESSY AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices,
3301 West Vollmer Road, Flossmoor, Illinois 60422, no later than November 16,
1998. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Exchange Act.
14
<PAGE> 18
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitation by
mail, directors and officers of the Company and regular employees of the Bank
may solicit proxies personally or by telegraph or telephone, without additional
compensation.
By Order of the Board of Directors
[SIGNATURE CUT] [SIGNATURE CUT]
DANIEL P. RYAN VERNON VOLLBRECHT
Chairman of the Board, President Vice Chairman of the Board
and Chief Executive Officer
Flossmoor, Illinois
March 16, 1998
15
<PAGE> 19
REVOCABLE PROXY
SUBURBFED FINANCIAL CORP.
ANNUAL MEETING OR STOCKHOLDERS
TO BE HELD ON APRIL 16, 1998
The undersigned hereby appoints the Board of Directors of
SuburbFed Financial Corp. (the "Company"), with full powers of substitution, to
set as attorneys and proxies for the undersigned to vote all shares of
capital stock of the Company which the undersigned is entitled to vote at the
Annual meeting of Stockholders (the"Meeting") to be held at South Surburban
College in the Heritage Community Bank Room located at 15800 S. State Street,
South Holland, Illinois, on April 16, 1998 at 2:00 p.m., and at any and all
adjournments and postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD NOMINEES AND
THE RATIFICATION OF THE OTHER PROPOSALS. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS IN
THEIR BEST JUDGMENT AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Should the undersigned be present and elect to vote at the Meeting or
at any adjournments or postponements thereof, and after notifications to
the Secretary of the Company of the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy dated March
16, 1998 and an Annual Report to stockholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
(Continued and to be SIGNED on Reverse Side)
<PAGE> 20
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
The Board of Directors recommends a vote "FOR"
FOR VOTE WITHHELD FOR AGAINST ABSTAIN
1. The elections as [ ] [ ] 2. Ratification of the appointment [ ] [ ] [ ]
directors of all [ ] [ ] of Cobits, VandenBerg & Fecnessy [ ] [ ] [ ]
nominees listed below: [ ] [ ] as auditors for the fiscal year [ ] [ ] [ ]
ending December 31, 1998.
INSTRUCTION: To withhold your vote for any individual nominee, In their discretion, the proxies are authorized to vote on any
strike a line in that nominee's name in the other business that may properly come before the Meeting or any
list below. adjournment or postponement thereof.
ROBERT J. GENETSKI RAYMOND J. KALINSKY PAULA WOLFF
Dated: _________________________________________________, 1998
_______________________________________________________________
Signature of Stockholder
_______________________________________________________________
Signature of Stockholder
Please sign exactly as your name(s) appear(s) to the left. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held
jointly, each holder should sign.
</TABLE>
