SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRST CHESAPEAKE FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
First Chesapeake Financial Corporation and Subsidiaries
Letter to Stockholders
Since its inception, First Chesapeake has never been profitable in spite of its
adequate initial capitalization and diversity of operations. In less than six
years in business, cumulative net operating losses have totaled over $10 million
and the Company's net worth was reduced to $94,744. In 1997, the Company's net
loss was $1,967,530, or $0.41 per share, as compared to $1,346,331, or $0.29 per
share in 1996.
In late 1997, resounding steps were taken to reverse this trend.
In response to continuing losses and no indications that the Company could
become profitable under its previous direction, the Board of Directors closed
all mortgage banking operations, management resigned, and new management began
to seek alternative business strategies in an attempt to achieve profitable
operations.
Notwithstanding its history, the Company is without litigation or other pending
liabilities, is already established and licensed in the mortgage banking
industry, and carries attractive tax benefits for a profitable operation. To
capitalize on these advantages, in early 1998, the Company moved its
headquarters to Philadelphia and began to develop a strategic plan:
o New Directors were appointed to serve until the Annual Meeting of the
shareholders
o A subordinated debenture offering was undertaken to recapitalize the
Company
o A new mortgage banking subsidiary was created
o A Florida mortgage banking operation was acquired
o An acquisition strategy was devised to quickly create a substantial
mortgage banking operation with diversified geographical, loan
product, and retail/wholesale composition.
The Board of Directors believes this strategy is a sound one for the Company,
and the new management team is working to build a strong, profitable business to
create meaningful earnings and long-term value for our shareholders. As a
long-time stockholder, I share your disappointment with the history of First
Chesapeake and its performance. However, as a recently appointed officer of the
Company, I firmly believe that we are on the right path to reversing the
Company's history and maximizing the value to you, our shareholders.
Mark Mendelson
Chairman and Chief Executive Officer
<PAGE>
FIRST CHESAPEAKE FINANCIAL CORPORATION
Notice of Annual Meeting of Shareholders
To Be Held on December 29, 1998
TO THE SHAREHOLDERS OF FIRST CHESAPEAKE FINANCIAL CORPORATION:
The annual meeting of shareholders of First Chesapeake Financial
Corporation (the "Company") will be held at the Philadelphia Marriott West,
Matsonford at Front Street, 111 Crawford Avenue, West Conshohocken, PA 19428, on
December 29, 1998, at 10:00 A.M., local time, for the following purposes:
1. To elect six Directors for the ensuing year and until their
successors are duly elected and qualified; and;
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on November 24, 1998 has been fixed as the record
date for the annual meeting. All shareholders of record as of that date are
entitled to notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
Richard N. Chakejian, Jr.
President
December 10, 1998
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY. YOU MAY WITHDRAW THIS PROXY AT
ANY TIME BEFORE YOUR SHARES ARE ACTUALLY VOTED AND MAY VOTE YOUR OWN SHARES IF
YOU ATTEND THE MEETING IN PERSON.
<PAGE>
FIRST CHESAPEAKE FINANCIAL CORPORATION
PROXY STATEMENT
TO BE MAILED ON OR ABOUT DECEMBER 10, 1998
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 29, 1998
The enclosed proxy is solicited by and on behalf of the Board of
Directors of First Chesapeake Financial Corporation (the "Company") for use at
the Annual Meeting of Shareholders of the Company to be held December 29, 1998,
at 10:00 a.m. local time at the Philadelphia Marriott West, Matsonford at Front
Street, 111 Crawford Avenue, West Conshohocken, PA 19428 or any adjournments
thereof, for the purposes set forth in this Proxy Statement and the attached
Notice of Annual Meeting of Shareholders. If sufficient proxies are not returned
in response to this solicitation, supplementary solicitations may be made by
mail or by telephone or personal interview by directors, officers, and regular
employees of the Company, none of whom will receive additional compensation for
these services. The Company reserves the right to retain an outside proxy
solicitation firm to assist in the solicitation of proxies, but at this time
does not have plans to do so. Costs of solicitation of proxies will be borne by
the Company, which will reimburse banks, brokerage firms, and other custodians,
nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them
in forwarding proxy materials to the beneficial owners of stock held by them.
The stock represented by all properly executed proxies received by the
Secretary of the Company and not revoked will be voted for the election of all
the directors nominated, unless the shareholder directs otherwise in the proxy,
in which event such stock will be voted in accordance with such directions. Any
proxy may be revoked at any time before the shares to which it relates are voted
either by giving written notice (which may be in the form of a substitute proxy
delivered to the secretary of the meeting) or by attending the meeting and
voting in person.
A majority of the votes entitled to be cast on matters to be considered
at the meeting constitutes a quorum. If a share is represented for any purpose
at the meeting, it is deemed to be present for quorum purposes and for all other
matters as well. Abstentions and shares held of record by a broker or its
nominee ("Broker Shares") that are voted on any matter are included in
determining the number of votes present or represented at the meeting. Broker
Shares that are not voted on any matter at the meeting will not be included in
determining whether a quorum is present at such meeting.
The election of each nominee for director requires the affirmative vote
of the holders of a plurality of the shares of common stock cast in the election
of directors at a meeting at which a quorum is present. Votes that are withheld
and Broker Shares that are not voted in the election of directors will not be
included in determining the number of votes cast and, therefore, will have no
effect on the election of directors. Any other matters submitted to a vote of
the Shareholders will be determined by a majority of the votes cast.
After the resignation of Max E. Gray and C. Harril Whitehurst, Jr., the
Board of Directors named Matthew Coppolino as director to serve until the annual
meeting and until their successors are duly elected and qualified. At a Board of
Directors meeting on July 9, 1998, the Board of Directors named Mark E. Glatz,
James Greenfield, and John Papandon to serve as directors until the annual
meeting and until their successors are duly elected and qualified.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person. If you are
the beneficial owner of shares of the common stock of the Company which are not
registered in your name, you will need appropriate documentation from the holder
of record of your shares to vote personally at the meeting.
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Record Date
The Board of Directors has fixed the close of business on November 24,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the annual meeting and any adjournment thereof. As of
the close of business on the record date, 5,775,000 shares of common stock of
the Company were outstanding and entitled to vote at the annual meeting. All of
such shares were of one class, with equal voting rights, and each holder thereof
is entitled to one vote on all matters voted on at the Annual Meeting for each
share registered under such holder's name.
The Company's common stock is not listed on any exchange. However,
market quotes for the Common Stock (under the symbol "FCFN") may be obtained
from the National Association of Securities Dealers through the NASD OTC
Bulletin Board, its automated system for reporting non-NASDAQ quotes. As of
November 24, 1998 the high bid price was $1.875. The low offer price was $1.50,
as reported on the NASD OTC Bulletin Board.
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of November 24, 1998 by i)
each person known by the Company to own beneficially 5% of such stock, ii) each
Director of the Company, iii) each executive officer of the Company, and iv) all
Directors and executive officers of the Company as a group. Other than as listed
below, the address for each of the listed individuals is: 12 E. Oregon St.,
Philadelphia, Pennsylvania 19148.
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner (1) Beneficially Owned of Total (2)
- ---------------------------- ------------------ ------------
<S> <C> <C>
Mark Mendelson (3), (4), (6).................................. 2,671,000 45.3%
John E. Dell (4).............................................. 450,000 7.8%
c/o Gallagher Broidy & Butler, Attn: Thomas P. Gallagher
212 Carnegie Center, Suite 402, Princeton, NJ 08540
Richard N. Chakejian, Jr. (6)................................. 701,500 12.1%
Mark E. Glatz (5), (6)........................................ 505,000 8.7%
Les Salzman................................................... 275,000 4.8%
Matthew Coppolino............................................. 0 0%
James Greenfield.............................................. 0 0%
John Papandon................................................. 0 0%
All Directors and officers as a group (seven persons)......... 4,152,500 71.9%
</TABLE>
(1) Unless otherwise indicated, each person has sole voting and investment
powers with respect to the shares specified opposite his or her name.
(2) Does not include 2,500,000 shares of common stock which were issuable
upon exercise of the Class A and Class B Warrants included in the Units
sold in the initial public offering; these Class A and Class B Warrants
expired in mid-1997.
(3) Includes option to purchase 100,000 shares of common stock at $0.275 per
share.
(4) Consists of 450,000 shares of common stock owned by Mr. Dell which is
subject to a voting trust which is voted by Mr. Mendelson.
(5) Consists of 500,000 shares of common stock purchased by Mr. Glatz and to
be re-allocated among certain executive officers of the Company.
(6) Includes options to purchase 20,000 shares, 10,000 shares, and 5,000
shares by Mr. Mendelson, Mr. Chakejian, and Mr. Glatz, respectively,
under the conversion rights associated with subordinated debenture
subscriptions.
Legal Proceedings
No director, officer, affiliate or 5% shareholder is a party adverse to
the Company or has a material interest adverse to the Company in any material
proceeding.
PROPOSAL 1
Election of Directors
The Company's Board of Directors presently consists of six directors.
The terms of all Directors will expire at the time of the Annual Meeting.
Unless otherwise instructed on the proxy, the shares represented by
proxies will be voted for the election as directors of all of the nominees named
below. Each of the nominees has consented to being named as a nominee in the
Proxy Statement and has agreed that, if elected, he will serve on the Board of
Directors for his term and until his successor has been elected. If any nominee
becomes unavailable for any reason, the shares represented by proxies may be
voted for a substitute nominee designated by the Board of Directors. The Company
is not aware of any family relationship among any of the directors, executive
officers or nominees to become directors or executive officers of the Company.
The names, positions, ages and backgrounds of nominees for director of the
Company are set forth below.
Name Age Position
- ---- --- --------
Richard N. Chakejian, Jr. 36 Director and President, is
experienced in the food, laundry
products and chemicals industries.
Mr. Chakejian has an extensive
background in field management,
sales, marketing and research.
Matthew Coppolino 60 Director, is the senior Judge in the
Municipal Court of the City of
Philadelphia.
Mark E. Glatz 36 Director and Chief Financial Officer,
is experienced in finance, banking,
and a wide array of industries, and
holds a degree in accounting and an
MBA in financial management.
James Greenfield 47 Director and Secretary, is an
attorney with extensive experience in
private practice, emphasizing
municipal law, real estate matters,
and complex commercial litigation and
arbitration.
Mark Mendelson 42 Chairman of the Board of Directors
and Chief Executive Officer, is a
successful businessman, investor, and
real estate developer, with a
financial background. Mr. Mendelson
is a former director and past
chairman of the Audit Committee of a
major financial institution.
John Papandon 35 Director, is an attorney and
Certified Public Accountant with a
Masters degree in taxation with
extensive experience in the
accounting industry.
PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES NAMED ABOVE IN ALL EVENTS UNLESS OTHERWISE SPECIFIED IN THE
PROXY.
Meetings And Committees Of The Board
The Board of Directors held nine meetings during 1997. Each director
who is standing for election attended all of such meetings of the Board of
Directors during which he was a director.
The Board of Directors held four meetings during 1998. Each director
who is standing for election attended all of such meetings of the Board of
Directors.
<PAGE>
The Nominating Committee considers nominees for the Board recommended
by the Company's shareholders. The Nominating Committee consists of John
Papandon, Mark Mendelson, and Richard Chakejian, Jr. A shareholder who is
interested in nominating a person to the Board should submit to the Secretary of
the Company written notice of his or her intent to make such nomination. Such
notice must be given either by personal delivery or by United States mail,
postage prepaid, not later than 120 days in advance of the annual meeting, or
with respect to a special meeting of shareholders for the election of directors,
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. Such notice should include
biographical information about the candidate and his or her qualifications for
office.
The Audit Committee consists of John Papandon and James Greenfield. The
Audit Committee met three times during 1998. The committee's primary function is
to oversee and maintain adequate financial and operating policies, safeguards
and procedures exist and are followed to assure integrity of the Company's books
and records and to protect its shareholders.
The Compensation Committee consists of Matthew Coppolino, John
Papandon, and James Greenfield. The Compensation Committee met once during 1998.
The committee is responsible for recommending to the Board of Directors the
amount and nature of compensation paid to executive officers and key employees
of the Company. The principal objective in designing and recommending
compensation policies is to develop and administer a comprehensive program
designed to attract, motivate and retain outstanding managers who are likely to
enhance the profitability of the Company and create value for its shareholders.
The Nominating, Audit, and Compensation Committees have been
reconstituted during 1998. Accordingly, the committees did not meet in 1997.
Section 16(a) Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission ("SEC") and the National Association of Security Dealers.
Officers, directors, and greater than ten percent (10%) beneficial owners are
required by SEC regulation to furnish the Company with copies of all Forms 3, 4,
and 5 they file.
To the Company's knowledge, the following transactions have not been filed with
the SEC:
1. In October 1997, Mark Mendelson received 500,000 shares of common
stock as partial payment for the transfer of a 50% interest in
Fedeoliva International, Ltd. to the Company.
2. In October 1997, Richard Chakejian, Jr. received 500,000 shares of
common stock in consideration of the transfer of his rights, title
and interest in all proprietary formulas, processes, materials,
know-how, and methods of manufacture of a soap detergent and
related product.
3. Recently appointed directors have not filed Form 3's with the SEC.
Resignation of Board Members
Max E. Gray and C. Harril Whitehurst, Jr. resigned as directors and
executive officers of the Company effective December 15, 1997, to pursue other
business opportunities.
Compensation of Directors
Directors who are not executive officers of the Company are entitled to
receive $2,000 per calendar quarter the individual serves on the Board of
Directors. All directors are reimbursed for travel expenses incurred as a result
of service on the Board of Directors.
<PAGE>
<TABLE>
Compensation of Executive Officers
Summary Compensation Table
The following table sets forth, for the three year period ending
December 31, 1997 certain information as to the total remuneration paid to each
of the Company's executive officers whose total annual salary and bonus exceeded
$100,000 for services in all capacities:
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Option/ LTIP Compen-
Position (2) Year Salary (1) Bonus sation (3) Award(s) SARs Payouts(4) sation (5,6)
- --------------- ---- ---------- ----- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
May E. Gray 1997 99,827 ------ 7,200 -- -- -- --
President and CEO 1996 100,000 ------ 7,200 -- -- -- --
1995 100,000 25,000 7,200 -- -- -- 9,144
C. Harril Whitehurst, Jr. 1997 66,200 ------ 4,766 -- -- -- --
Executive Vice 1996 100,000 ------ 7,200 -- -- -- --
President and CFO 1995 100,000 25,000 7,200 -- -- -- 8,898
Mark Mendelson 1997 -- -- -- -- -- -- --
CEO 1996 -- -- -- -- -- -- --
1995 -- -- -- -- -- -- --
Richard Chakejian 1997 -- -- -- -- -- -- 125,000
President 1996 -- -- -- -- -- -- --
1995 -- -- -- -- -- -- --
- ------------------------
</TABLE>
(1) Messrs. Gray's and Whitehurst's salaries commenced on June 1, 1992.
(2) Messrs. Gray and Whitehurst resigned their respective positions and
Messrs. Mendelson and Chakejian were appointed officers of the Company in
1997. No other executive officer had compensation whose salary and bonus
exceeded $100,000.
(3) Includes perquisites, including automobile insurance.
(4) The Company does not presently sponsor any long-term incentive plans nor
did it make any awards or payments under such plans to any executive
officer.
(5) Includes premiums paid for health, disability, and life (where the spouse
is the beneficiary) insurance.
(6) Mark Mendelson received 500,000 shares of common stock and $135,000 in
exchange for a 50% interest in Fedeoliva International, Ltd. Richard
Chakejian, Jr. received 500,000 shares of common stock in exchange for
his transfer of all rights, title and interest in all proprietary
formulas, processes, materials, know-how, and methods of manufacture of a
soap detergent and related product. The stock consideration for the
transaction with Mr. Chakejian was recognized as compensation by the
Company at $0.25 per share, the market price of the stock at that date.
<PAGE>
Options/SAR Grants Table
The Company did not during the year ended December 31, 1997, award
individual grants of stock options or SARs to the executive officers named in
the Summary Compensation Table.
Options/SAR Exercises and Year-End Value Table
No stock options were exercised in the fiscal year ending
December 31, 1997.
Option/SAR Grants in Last Fiscal Year
The Company did not grant any options or SAR's in the last fiscal year.
Long-Term Incentive Plan Awards In Last Fiscal Year
The Company does not sponsor any long-term incentive plan. Accordingly,
the Company did not grant (nor has it ever granted) any stock appreciation
rights or long-term incentives to any executive officers.
Defined Benefit Plans
The Company does not sponsor any defined benefit plan.
Employment Agreements
No executive officer of the Company has entered into an employment
agreement.
Repricing of Options/SAR
The Company did not reprice any options or SAR's in 1997.
Outstanding Options
Year Ended December 31,
-----------------------
1997 1996 1995
---- ---- ----
Outstanding Options at 460,000 460,000 500,000
beginning of year
Options granted -0- 50,000 210,000
Options cancelled (260,000) (50,000) (250,000)
-------- ------- --------
Outstanding options at
beginning of year 200,000 460,000 460,000
======= ======= =======
Exercise prices
Low $ 0.25 $ 0.25 $ 0.25
High $ 0.28 $ 2.50 $ 2.50
Latest expiration date 05/1/2001 05/1/2001 7/24/2000
<PAGE>
Other Key Management
In addition to Mssrs. Mendelson, Chakejian, and Glatz, other key management of
the Company and its subsidiaries include:
Lester W. Salzman - Mr. Salzman was employed by the Company in July
1998 as President of its wholly-owned mortgage banking subsidiary,
First Chesapeake Funding Corporation. Mr. Salzman brings over 20 years
experience, and has served as Executive Vice President for a publicly
traded national lending corporation and as President of two privately
held mortgage industry corporations.
Related Party or Interested Party Transactions
In October 1997, 500,000 shares of common stock were issued to Mr.
Chakejian, Jr. in consideration of the transfer of his rights, title, and
interests in all proprietary formulas, processes, materials, know-how, and
methods of manufacture of a soap detergent and related product.
In October 1997, 500,000 shares of common stock were issued to Mr.
Mendelson and a cash payment of $135,000 was made to Mr. Mendelson in
consideration for the 50% interest in Fedeoliva International, Ltd. which Mr.
Mendelson, through Hampton Financial Services, Inc., transferred to the Company.
Richard Chakejian, Sr., the father of the President, is manager and
sole employee of Premiere Chemical Products. Mr. Chakejian, Sr. formerly owned
and operated of businesses across several aspects of laundering, dry cleaning,
and institutional linen services, and is responsible for product introduction,
sales, marketing and general management of the wholly-owned subsidiary. There
are no other family relationships among any of the Directors or executive
officers of the Company or its subsidiaries.
All future transactions with officers, directors, or five percent (5%)
stockholders of the Company will be approved by the independent members of the
Company's Board of Directors and be on terms no less favorable to the Company
than could otherwise be obtained from unaffiliated third parties.
Appointment Of Independent Certified Public Accountants
The Board of Directors has not yet selected a firm of independent
certified public accountants to audit the Company books, records and accounts of
the Company and its subsidiaries for 1998. The Company relocated at the
beginning of 1998 and is currently evaluating the desirability of retaining
local accountants. Representatives of the Company's accounting firm for 1997
will not be present at the Annual Meeting.
Other Matters
The Board of Directors knows of no other matters to be brought before
the meeting. If any other matters are properly presented, however, or if any
question arises as to whether any matter has been properly presented and is a
proper subject for shareholder action, the persons named as proxies in the
accompanying proxy intend to vote the shares represented by such proxy in
accordance with their best judgment.
Shareholder Proposals
The shareholders may present proposals for consideration at the 1999
annual meeting of shareholders of the Company for the inclusion in its proxy
materials for such meeting. Any such proposal should be submitted in writing in
accordance with Securities and Exchange Commission rules to First Chesapeake
Financial Corporation. Shareholder proposals must be received by March 1, 1999,
to be included in the proxy materials for the 1999 annual meeting.
<PAGE>
Annual Report to Shareholders
The Annual Report to shareholders of the Company for the year ended
December 31, 1997, including audited consolidated financial statements, has been
mailed to the shareholders concurrently herewith, but such report is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
solicitation material.
Further Information
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON FROM WHOM A
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, UPON THE WRITTEN REQUEST OF ANY
SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF
1934 FOR THE COMPANY'S YEAR ENDED DECEMBER 31, 1997. SUCH WRITTEN REQUEST SHOULD
BE SENT TO FIRST CHESAPEAKE FINANCIAL CORPORATION, 12 EAST OREGON STREET,
PHILADELPHIA, PA 19148, ATTENTION: RICHARD N. CHAKEJIAN, JR., PRESIDENT.
By Order of the Board of Directors
Richard N. Chakejian, Jr.
President
December 10, 1998
<PAGE>
FIRST CHESAPEAKE FINANCIAL CORPORATION
The undersigned hereby appoints Richard N. Chakejian, Jr. and Mark
Mendelson, and each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all of the
shares of Common Stock of First Chesapeake Financial Corporation which the
undersigned is entitled to vote at the Annual Meeting of Shareholders thereof to
be held on December 29, 1998 and at any and all postponements and adjournments
thereof, upon the following matters:
1. For the election of Richard N. Chakejian, Jr., Mark Mendelson,
Matthew Coppolino, Mark E. Glatz, James Greenfield and John
Papandon to serve as Directors until the Annual Meeting of
Shareholders of the Company to be held in the year 1999 and
until their successors are elected and qualified:
_____For All Nominees _____Against All Nominees
(INSTRUCTIONS: TO VOTE AGAINST ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEES NAME BELOW):
Richard N. Chakejian, Jr., Mark Mendelson, Matthew Coppolino, Mark E.
Glatz, James Greenfield and John Papandon.
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting including matters
incident to its conduct.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM NO. 1.
IF NO SPECIFICATION IS MADE, SUCH PROXY WILL BE VOTED "FOR" SUCH ITEM.
Dated _______________, 1998
- -------------------------------- Please sign as name appears on stock
Signature certificate. If stock is jointly
owned, both parties must sign.
- --------------------------------
Signature
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PLEASE DATE, SIGN
AND RETURN THIS PROXY PROMPTLY.
