<PAGE>
<PAGE>
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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
Suburban Bancorporation, Inc.
- - ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Suburban Bancorporation, Inc.
- - ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] 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>
<PAGE>
[PRINTER: PLEASE INSERT LETTERHEAD HERE]
September 11, 1996
Dear Stockholder:
We invite you to attend the annual meeting of stockholders
of Suburban Bancorporation, Inc. to be held at the Best Western
Blue Ash Hotel at the intersection of Pfeiffer Road and
Interstate 71 in Cincinnati, Ohio on Wednesday, October 16, 1996
at 9:00 a.m.
The accompanying notice and proxy statement describe the
formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company's
subsidiary, Suburban Federal Savings Bank. Directors and
officers of the Company as well as representatives of Deloitte &
Touche LLP, the Company's independent auditors, will be present
to respond to any questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your
vote is important, regardless of the number of shares you own.
This will not prevent you from voting in person but will assure
that your vote is counted if you are unable to attend the
meeting.
Sincerely,
[PRINTER: PLEASE INSERT SIGNATURE HERE]
Joseph F. Hutchison
President<PAGE>
<PAGE>
SUBURBAN BANCORPORATION, INC.
10869 MONTGOMERY ROAD
CINCINNATI, OHIO 45242
(513) 489-4888
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 1996
NOTICE IS HEREBY GIVEN that the annual meeting of
stockholders (the "Annual Meeting") of Suburban Bancorporation,
Inc. (the "Company") will be held at the Best Western Blue Ash
Hotel at the intersection of Pfeiffer Road and Interstate 71 in
Cincinnati, Ohio on Wednesday, October 16, 1996 at 9:00 a.m.
A proxy statement and proxy card for the Annual Meeting
accompany this notice.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of one director of the Company;
2. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.
The Board of Directors is not aware of any other business to
come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment, the
Annual Meeting may be adjourned. Stockholders of record at the
close of business on August 31, 1996 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.
You are requested to fill in and sign the accompanying proxy
card which is solicited by the Board of Directors and to mail it
promptly in the accompanying envelope. The proxy card will not
be used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
[PRINTER: PLEASE INSERT SIGNATURE HERE]
JOHN A. BUCHHEID
SECRETARY
Cincinnati, Ohio
September 11, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
INSURE A QUORUM. THE ACCOMPANYING PROXY CARD IS ACCOMPANIED BY A
SELF-ADDRESSED ENVELOPE FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
PROXY STATEMENT
OF
SUBURBAN BANCORPORATION, INC.
10869 MONTGOMERY ROAD
CINCINNATI, OHIO 45242
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 1996
GENERAL
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Suburban
Bancorporation, Inc. (the "Company") to be used at the annual
meeting of stockholders (the "Annual Meeting") which will be held
at the Best Western Blue Ash Hotel at the intersection of
Pfeiffer Road and Interstate 71 in Cincinnati, Ohio on Wednesday,
October 16, 1996 at 9:00 a.m. This proxy statement and the
accompanying notice and proxy card are being first mailed to
stockholders on or about September 11, 1996.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies may be revoked by written notice
to John A. Buchheid, Secretary of the Company, at the address
shown above, by filing a later dated proxy prior to a vote being
taken on a particular proposal at the Annual Meeting or by
attending the Annual Meeting and voting in person.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEE FOR DIRECTOR SET FORTH BELOW. The proxy confers
discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the
nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the Annual Meeting. If any
other business is presented at the Annual Meeting, proxies will
be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies
marked as abstentions will not be counted as votes cast. In
addition, shares held in street name which have been designated
by brokers on proxy cards as not voted will not be counted as
votes cast. Proxies marked as abstentions or as broker no votes,
however, will be treated as shares present for purposes of
determining whether a quorum is present.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on August
31, 1996 (the "record date") are entitled to one vote for each
share then held. At the record date, the Company had 1,474,932
shares of common stock issued and outstanding. The presence, in
person or by proxy, of at least one-third of the total number of
shares of common stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Annual Meeting.
Persons and groups owning in excess of 5% of the Company's
common stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based upon such reports and other
information known by management, the table on the following page
sets forth, at the record date, certain information as to the
common stock beneficially owned by persons owning in excess of 5%
of the Company's common stock and by all directors and executive
officers of the Company as a group.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Shares of
Name and Address Beneficial Common Stock
of Beneficial Owner Ownership Outstanding
- - ------------------ --------- ------------
<S> <C> <C>
Suburban Bancorporation, Inc.
Employee Stock Ownership Plan ("ESOP")
10869 Montgomery Road
Cincinnati, Ohio 45242 85,169 (1) 5.8%
Jerome H. and Susan B. Davis
11 Baldwin Farms North
Greenwich, CT 06831 (2) 108,500 7.4%
All Directors and
Executive Officers
as a Group (12 persons) 306,080 (3)(4) 20.7%
</TABLE>
- - -----------------
(1) These shares are held in a suspense account for future
allocation among participating employees as the loan used
to purchase the shares is repaid. The ESOP trustees,
currently Directors Barnes, Baron and Frary, vote all
allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no
instructions have been received are voted by the ESOP
trustees in the same ratio as participants direct the
voting of allocated shares. Excludes allocated shares
held by ESOP. At the record date, 35,113 shares had been
allocated to all employees who participate in the ESOP and
were still held in trust.
(2) Based on their joint Schedule 13D report as of October 24,
1995, Mr. and Mrs. Davis share voting and dispositive
power over 95,500 shares, and Mr. Davis claims sole voting
and dispositive power (but Mr. and Mrs. Davis may be
deemed to share voting and/or dispositive power) over
13,000 shares.
(3) Includes 110,766 shares which all directors and executive
officers as a group had a right to purchase pursuant to
stock options within sixty (60) days of the record date;
includes 11,401 shares which all directors and executive
officers as a group had a right to acquire under the
management recognition plans within sixty (60) days of the
record date.
(4) Excludes unallocated shares held by the ESOP (see Note (1)
above); excludes 22,803 shares held by the Company's
management recognition plans which had been awarded to all
directors and executive officers as a group, because such
persons will not have voting or dispositive power over
such shares within 60 days of the record date. All shares
held by the management recognition plans are vested as
directed by the Board of Directors.
PROPOSAL I -- ELECTION OF DIRECTORS
GENERAL
The Board of Directors has nominated Robert A. Baron, who is
currently a member of the Board, to serve as director for a
three-year period. Under Delaware law, directors are elected by
a plurality of the votes of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote
on the election of directors. If the 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 knows of no
reason why the nominee might be unavailable to serve.
The Company's Board of Directors currently consists of seven
members. Director Robert V. Barnes has informed management that
rather than retire when he reached his mandatory retirement date
of October, 1997 (assuming he was reelected to the Board) he will
retire at the expiration of his term as of the date of the Annual
Meeting. Thereafter, the Company's Board of Directors will
consist of six members. The Company's Certificate of
Incorporation requires that directors be divided into three
classes, as nearly equal in number as possible, each class to
serve for a three year period, with approximately one-third of
the directors elected each year.<PAGE>
<PAGE>
As a result, based on the terms of the current directors, it is
anticipated that in 1998 one director will be nominated for a
one-year term.
The following table sets forth the name of the Board of
Director's nominee for election as director and of those
directors who will continue to serve as such after the Annual
Meeting. Also set forth is certain other information with
respect to each person's age, the year he first became a director
of the Bank, the expiration of his term as a director, and the
number and percentage of shares of common stock beneficially
owned. Each director of the Company is also a member of the
Board of Directors of the Company's principal subsidiary,
Suburban Federal Savings Bank ("Suburban Federal" or the "Bank").
<TABLE>
<CAPTION>
Shares of
Year First Common Stock
Elected as Current Beneficially
Age at Director of Term Owned at the Percent
Name 6/30/96 the Bank (1) to Expire Record Date (2)(3) of Class
- - ----------------------------------------------------------------------------------
BOARD NOMINEE FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C> <C> <C>
Robert A. Baron 56 1991 1996 29,886 2.0%
DIRECTORS CONTINUING IN OFFICE
R. Glen Mayfield 54 1991 1997 24,886 1.7%
William V. Strauss 53 1991 1997 12,088 0.8%
William K. Frary 67 1992 1998 10,386 0.7%
Joseph F. Hutchison 54 1992 1998 61,663 4.2%
Kenneth L. Kerr, Jr. 67 1965 1998 41,436 2.7%
</TABLE>
_______________
(1) All directors were initially appointed as directors of the
Company in 1993 in connection with the incorporation of the
Company.
(2) Includes 9,125, 9,125, 9,125, 9,125, 20,289, and 9,125
shares which Directors Baron, Mayfield, Strauss, Frary,
Hutchison, and Kerr, respectively, had a right to purchase
pursuant to stock options within sixty (60) days of the record
date; includes 253, 253, 253, 253, 3,549, and 253 shares which
Directors Baron, Mayfield, Strauss, Frary, Hutchison and Kerr,
respectively, had a right to acquire under the management
recognition plans within sixty (60) days of the record date.
(3) Excludes shares held by the ESOP (see footnote one on page
two); excludes 506, 506, 506, 506, 7,096, and 506 shares held by
the Company's management recognition plans which had been awarded
to Directors Baron, Mayfield, Strauss, Frary, Hutchison, and
Kerr, respectively, because such persons will not have voting or
dispositive power over such shares until such shares vest over a
period of years (See footnote four on page two).
Set forth below is information concerning the Company's
nominee and continuing directors. Unless otherwise stated, all
directors have held the positions indicated for at least the past
five years.
ROBERT A. BARON is President and Chief Executive Officer and
Chairman of T-Shirt City, Inc., a wholesale distributor.
<PAGE>
<PAGE>
R. GLEN MAYFIELD is President of Mayfield & Robinson, Inc.,
a management and financial consulting firm located in Cincinnati,
Ohio which he founded in 1978. He presently is a Director of NS
Group, Inc. (a New York Stock Exchange company), Maescher
Industries, Inc., Downing Displays, Inc. and the Atkins and
Pearce Manufacturing Co. Mr. Mayfield has served the following
community organizations: the Greater Cincinnati Chamber of
Commerce, Cincinnati Youth Collaborative, the Smale Commission
and the Cincinnati Theatrical Association.
WILLIAM V. STRAUSS is President of the law firm of Strauss &
Troy Co., L.P.A., Cincinnati, Ohio. He is President of Security
Title & Guaranty Agency, Inc., an affiliate of Strauss & Troy.
Mr. Strauss is a member of a number of community and professional
associations, including the Cincinnati Psychoanalytic Institute,
where he served as President of the Board of Trustees from 1990
to 1995. Mr. Strauss is a member of the National Leased Housing
Association, the University of Cincinnati Real Estate Roundtable,
the American, Ohio State and Cincinnati Bar Associations, and the
National Association of Industrial and Office Parks.
WILLIAM K. FRARY joined Suburban Federal in August 1991 as a
consultant. He was appointed Interim President in August 1991
and served in this position until February 1992. He was elected
to the Board of Directors in February 1992. Prior to joining the
Bank, Mr. Frary worked as a consultant for other Ohio thrift
institutions, and as an Assistant Regional Director and a Senior
Quality Management Specialist for the Office of Regulatory
Activities of the Office of Thrift Supervision in Washington,
D.C.
JOSEPH F. HUTCHISON joined Suburban Federal in February 1992
as President and Chief Executive Officer and as a Director.
Prior to joining the Bank, Mr. Hutchison was Executive Vice
President of Coast Bank, Sarasota, Florida. Mr. Hutchison is a
member of the Board of Trustees of the Tri-State League of
Financial Institutions and is First Vice Chairman of the Ohio
League of Financial Institutions, and is also a member of the
Board of Directors of the Federal Home Loan Bank of Cincinnati.
KENNETH L. KERR, JR. joined the Bank as a Director in 1965
and was elected Chairman of the Board in 1991. Mr. Kerr is a
land developer with KLK Construction Co., Cincinnati, Ohio. Mr.
Kerr has served on the Fay Apartments Community Housing &
Recreation Commission.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank hold
regular monthly meetings and special meetings as needed. During
the year ended June 30, 1996, the Boards of Directors of the
Company and the Bank met thirteen times. No director of the
Company or the Bank attended fewer than 75% in the aggregate of
the total number of Board meetings held while he was a member
during the year ended June 30, 1996 and the total number of
meetings held by committees on which he served during such fiscal
year.
The Audit Committee of the Company's Board of Directors
consists of Directors, William K. Frary (Chairman), Kenneth L.
Kerr, Jr. and Robert A. Baron. This committee meets at least
annually to review and approve the independent audit report. The
committee met two times during fiscal 1996.
The Executive Compensation Committee of the Company's Board
of Directors consists of Directors Robert A. Baron (Chairman),
William K. Frary and R. Glen Mayfield. This committee meets at
least annually to evaluate the performance of the executive
officers and to establish compensation for those individuals.
This committee generally meets after each fiscal year end, and
met once during fiscal 1996.
The Company does not have a standing nominating committee.
Under the Company's current Bylaws, the Board of Directors, or a
committee of the Board, at least 20 days prior to the date of
each annual meeting of stockholders, makes nominations for
directors. At a regular meeting, the Board of Directors
nominated the nominees for election as directors at the Annual
Meeting.
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth cash and noncash compensation
for the three fiscal years ended June 30, 1996 awarded to or
earned by the Company's Chief Executive Officer for services
rendered in all capacities to the Bank and its subsidiary. No
other executive officer of the Company at June 30, 1996 received
compensation in excess of $100,000 during the fiscal year then
ended.
SUMMARY:
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------ ------------------------
Name and Securities
Principal Other Annual Restricted Underlying
Position Year Salary($) Bonus($) Compensation(1) Stock($)(2) Options(#)(3)
- - --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph F. 1996 $155,000 $21,070 $18,718 N/A N/A
Hutchison 1995 140,000 20,000 17,405 N/A N/A
President 1994 136,500 20,000 13,456 $177,430 20,289
</TABLE>
- - ------------------
(1) 1996, 1995 and 1994 represents the Bank's contribution
to its defined contribution profit sharing plan, ($9,344, $9,329
and $8,387), respectively, for the benefit of the named
executive, and medical insurance premiums ($5,374) each year. In
1996 includes reimbursement for medical expenses of $4,000.
(2) Based on public offering price on the date of grant
($10.00). Vest over five (5) years beginning September 30, 1993.
Mr. Hutchison's 17,743 shares of restricted stock had a value of
$252,837 based on the most recent closing price ($14.25) at June
30, 1996. Dividends are paid on the restricted stock.
(3) Vest over three (3) years beginning September 30, 1993.
OPTIONS:
The following table sets forth information regarding the
number and value of options held by the named executive officer
at the end of the last fiscal year. The officer did not exercise
any options during the year.
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Options at In-the-Money Options at
Fiscal Year End that were Fiscal Year End that were
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- - ---- ------------------------- -----------------------------
<S> <C> <C>
Joseph F. 13,526 / 6,763 $192,745 / $96,373
Hutchison
</TABLE>
______________
(1) Based on most recent closing price of shares of the
Company's common stock as of June 30, 1996 ($14.25).
DIRECTOR COMPENSATION
Suburban Federal's directors receive fees of $20,000 per
year, and the Chairman of the Board receives additional fees of
$20,000 per year. The Bank's directors also receive
reimbursement of medical expenses up to $4,000 per year. During
fiscal 1996, Suburban Federal's directors' fees totaled $168,000.
The Company's Board of Directors adopted in January 1994 the
"Suburban Bancorporation, Inc. Retirement Plan for Non-Employee
Directors." Under the plan, non-employee directors will receive
upon retirement benefits equal to two-thirds of the director's
total compensation in the year preceding his retirement. The
actuarially determined plan expense was $38,000 in 1996.
Effective September 30, 1993 each non-employee director of
the Bank received a one-time award of 1,267 shares of the
Company's common stock under the Company's management recognition
plans and a one-time grant of options to purchase 9,125 shares of
the Company's common stock under the Company's stock option and
incentive plan. The shares awarded under the management<PAGE>
<PAGE>
recognition plans will become 20% vested after one year
and an additional 20% vested after each subsequent year. The
options granted under the stock option and incentive plan will
become one-third exercisable after one year and an additional
one-third exercisable after each subsequent year.
EMPLOYMENT AGREEMENT
The Company and the Bank have entered into an employment
agreement with Mr. Joseph Hutchison, President and Chief
Executive Officer of the Bank and of the Company. In such
capacities, Mr. Hutchison is responsible for overseeing all
operations of the Bank and the Company, and for implementing the
policies adopted by the Board of Directors. The agreement
provides for a term of three years, with a current annual base
salary equal to $162,750. On each anniversary date of the
agreement, the term of employment will be extended for an
additional one-year period beyond the then effective expiration
date, upon a determination by the Board of Directors that the
performance of Mr. Hutchison has met the required performance
standards and that the agreement should be extended. The
agreement provides Mr. Hutchison with a salary review by the
Board of Directors not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits and vacation and sick
leave. The agreement will terminate upon Mr. Hutchison's death
or disability and is terminable for "just cause" as defined in
the agreement. In the event of termination for just cause, no
severance benefits are available. If the Company or the Bank
terminates Mr. Hutchison without just cause, he will be entitled
to a continuation of his salary and benefits from the date of
termination through the remaining term of the agreement plus an
additional 12-month period. If the agreement is terminated due
to Mr. Hutchison's "disability" (as defined in the agreement),
Mr. Hutchison will be entitled to a continuation of his salary
and benefits for up to 180 days following such termination. In
the event of Mr. Hutchison's death during the term of the
agreement, his estate will be entitled to receive his salary
through the remaining term of the agreement. Severance benefits
payable to Mr. Hutchison or to his estate will be paid in a lump
sum or in installments, as he (or his estate) elects. Mr.
Hutchison is able to voluntarily terminate the agreement by
providing 60 days written notice to the Boards of Directors of
the Bank and the Company, in which case he is entitled to receive
only his compensation, vested rights and benefits up to the date
of termination. In the event of voluntary termination of Mr.
Hutchison's employment for any reason other than following a
change in control (as described below), he will be prohibited for
a period of one year following such termination from engaging in
a business or enterprise which competes with the Company or the
Bank within Hamilton County, Ohio.
The agreement contains provisions stating that in the event
of Mr. Hutchison's involuntary termination of employment in
connection with, or within one year after, any change in control
of the Bank or the Company, other than for "just cause," he will
be paid within 10 days of such termination an amount equal to the
difference between (i) 2.99 times his "base amount," as defined
in Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), and (ii) the sum of any
other parachute payments, as defined under Section 280G(b)(2) of
the Internal Revenue Code, that he receives on account of the
change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power
to vote more than 25% of the Bank's or Company's voting stock,
the control of the election of a majority of the Bank's or the
Company's directors, or the exercise of a controlling influence
over the management or policies of the Bank or the Company.
In addition, under the agreement, a change in control occurs
when, during any consecutive two-year period, directors of the
Company or the Bank at the beginning of such period cease to
constitute two-thirds of the Board of Directors of the Company or
the Bank, unless the election of replacement directors was
approved by a two-thirds vote of the initial directors then in
office. The agreement also provides for a similar lump sum
payment to be made in the event of Mr. Hutchison's voluntary
termination of employment within one year following a change in
control, upon the occurrence, or within 90 days thereafter, of
certain specified events following the change in control, which
have not been consented to in writing by him, including (i) the
requirement that he perform his principal executive functions
more than 35 miles from the Bank's current primary office, (ii) a
reduction in his base compensation as then in effect, (iii) the
failure of the Company or the Bank to maintain existing or
substantially similar employee benefit plans, including material
vacation, fringe benefits, stock option and retirement plans,
(iv) the assignment to him of duties and responsibilities which
are other than those normally associated with his position with
the Bank, (v) a material reduction in his authority and
responsibility, and (vi) the failure to re-elect him to the
Company's or the Bank's Board of Directors. <PAGE>
<PAGE>
The aggregate payments that would be made to Mr. Hutchison
assuming his termination of employment under the foregoing
circumstances at June 30, 1996 would have been up to
approximately $487,000. In the event that Mr. Hutchison prevails
over the Company and the Bank in a legal dispute as to the
agreement, he will be reimbursed for his legal and other
expenses, up to $75,000.
TRANSACTIONS WITH MANAGEMENT
Suburban Federal offers loans to its directors, officers and
employees. These loans currently are made in the ordinary course
of business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and do not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, Suburban Federal's loans to directors and
executive officers are required to be made on substantially the
same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the normal
risk of repayment or present other unfavorable features.
Furthermore, loans above the greater of $25,000 or 5% of the
Bank's capital and surplus (i.e., up to $500,000) to such persons
must be approved in advance by a disinterested majority of the
Board of Directors. Under prior law, however, Suburban Federal
had a policy of offering loans to directors, officers, employees
and their immediate family members residing at the same address
on terms substantially equivalent to those offered to the public,
except the interest rates on loans were reduced so long as the
director, officer or employee remained at the Bank. The
following table sets forth information at June 30, 1996 relating
to loans made to directors and executive officers of the Bank
whose terms included reduced interest rates or other preferential
terms and whose total aggregate balances exceeded $60,000 at any
time since July 1, 1994.
<TABLE>
<CAPTION>
Balance at Highest
Name and Relation Type of Date Original Interest Prevailing June Balance Since
to Bank Loan Originated Amount Rate Rate 30, 1996 July 1, 1995
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kenneth L. Kerr, Jr. Mortgage 1986 $140,000 7.50% 10.50% $121,598 $124,150
Chairman of the Board
</TABLE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
Deloitte & Touche LLP, independent public accountants,
served as the Company's independent auditors for the fiscal year
ended June 30, 1996. A representative of Deloitte & Touche LLP
is expected to be present at the Annual Meeting, and he will have
the opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this proxy statement. However, if any other matters
should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of the
Board of Directors.
MISCELLANEOUS
The cost of soliciting 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 common
stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
The Company's annual report to stockholders, including
financial statements, is being mailed to all stockholders of
record as of the close of business on the record date. Any
stockholder who has not received a copy of such annual report may
obtain a copy by writing to the Secretary of the Company. Such
annual report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by
reference.
<PAGE>
<PAGE>
STOCKHOLDER 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 main office at 10869 Montgomery Road,
Cincinnati, Ohio 45242, no later than May 14, 1997. Any such
proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
[PRINTER: PLEASE INSERT SIGNATURE
HERE]
JOHN A. BUCHHEID
SECRETARY
Cincinnati, Ohio
September 11, 1996
<PAGE>
<PAGE>
REVOCABLE PROXY
SUBURBAN BANCORPORATION, INC.
Cincinnati, Ohio
ANNUAL MEETING OF STOCKHOLDERS
October 16, 1996
The undersigned hereby appoints Directors R. Glen Mayfield,
William V. Strauss and William K. Frary with full powers of
substitution, to act as proxies for the undersigned, to vote all
shares of common stock of Suburban Bancorporation, Inc. which the
undersigned is entitled to vote at the annual meeting of
stockholders, to be held at the Best Western Blue Ash Hotel at
the intersection of Pfeiffer Road and Interstate 71 in
Cincinnati, Ohio on Wednesday, October 16, 1996 at 9:00 a.m., and
at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as director of the
nominee listed below. [ ] [ ]
Robert A. Baron
The Board of Directors recommends a vote "FOR" the named
nominee.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS.
AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
annual meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the annual meeting of the
stockholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of notice of the annual meeting, a
proxy statement dated September 11, 1996 and an annual report to
stockholders.
Dated: _______________________, 1996
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE.
