<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 [_] 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
REDFED BANCORP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(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:
-------------------------------------------------------------------------
Notes:
<PAGE>
REDFED BANCORP INC.
300 EAST STATE STREET
REDLANDS, CALIFORNIA 92373
(909) 793-2391
April 18, 1997
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
RedFed Bancorp Inc. ("RedFed"), the holding company for Redlands Federal Bank,
a federal savings bank, which will be held on May 20, 1997, at 10:00 a.m., at
the Redlands Federal Bank Headquarters, 300 East State Street, Redlands,
California.
The attached notice of the annual meeting and proxy statement describe the
formal business to be transacted at the meeting. Directors and officers of
RedFed as well as a representative of KPMG Peat Marwick LLP, the Company's
independent auditors, will be present at the meeting to respond to any
questions that you may have.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED
SO THAT YOUR SHARES WILL BE REPRESENTED. YOUR COOPERATION IS APPRECIATED SINCE
A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER IN PERSON OR BY
PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the Company
and Redlands Federal Bank, I wish to thank you for your continued support. We
appreciate your interest.
Sincerely yours,
/s/ Anne Bacon
Anne Bacon
President and Chief Executive
Officer
<PAGE>
REDFED BANCORP INC.
300 EAST STATE STREET
REDLANDS, CALIFORNIA 92373
(909) 793-2391
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1997
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of RedFed
Bancorp Inc. will be held on May 20, 1997, at 10:00 a.m., at the Redlands
Federal Bank Headquarters, 300 East State Street, Redlands, California.
The annual meeting is for the purpose of considering and voting upon the
following matters:
1. The election of two directors for terms of three years each or until
their successors are elected and qualified;
2. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has established March 31, 1997, as the record date
for the determination of stockholders entitled to notice of and to vote at the
annual meeting and at any adjournments thereof. Only holders of the common
stock of the Company of record as of the close of business on that date will
be entitled to vote at the annual meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum at the time of the annual
meeting, the annual meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders entitled to
vote at the annual meeting will be available at Redlands Federal Bank, 300
East State Street, Redlands, California 92373, for a period of ten days prior
to the annual meeting and will also be available at the meeting itself.
By Order of the Board of Directors
/s/ Annemarie Mead
Annemarie Mead
Secretary
Redlands, California
April 18, 1997
<PAGE>
REDFED BANCORP INC.
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
----------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of RedFed Bancorp
Inc. ("RedFed" or the "Company") in connection with the solicitation by the
board of directors of the Company ("Board of Directors") of proxies to be used
at the Annual Meeting of Stockholders ("Meeting") to be held on May 20, 1997,
at 10:00 a.m., at the Redlands Federal Bank headquarters, 300 East State
Street, Redlands, California, and at any adjournments thereof. The 1996 Annual
Report to Stockholders accompanies this proxy statement, which is first being
mailed to record holders on or about April 18, 1997.
Regardless of the number of shares of common stock owned, it is important
that record holders of a majority of the shares be present in person or
represented by proxy at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it, signed and dated, in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote
in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF REDFED WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED
"FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY
STATEMENT.
The Board of Directors knows of no additional matters that will be presented
for consideration at the Meeting. Execution of a proxy, however, confers on
the designated proxyholders discretionary authority to vote the shares in
accordance with their best judgment on such other business, if any, as may
properly come before the Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering
to the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares
are not registered in your own name, you will need appropriate documentation
from your record holder to vote personally at the Meeting.
The cost of solicitation of proxies on behalf of management will be borne by
the Company. In addition to the solicitation of proxies by mail, Kissel-Blake
Inc., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Meeting and will be paid a fee of $3,000, plus out-of-pocket expenses.
Proxies may also be solicited personally or by telephone or other means of
communication by directors, officers and regular employees of the Company and
Redlands Federal Bank, a federal savings bank (the "Bank"), without additional
compensation therefor. RedFed will also request persons, firms and
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Meeting consist of shares of common
stock of RedFed ("Common Stock"), with each share entitling its owner to one
vote on all matters to be voted on at the Meeting except as described below.
There is no cumulative voting for the election of directors.
<PAGE>
The close of business on March 31, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and
any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 7,397,950 shares.
As provided in the Company's Certificate of Incorporation, record holders of
Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of the
shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as persons acting in
concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit
supply information to the Company to enable the Board of Directors to
implement the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Meeting, the Meeting may be
adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote for one
or more of the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, Directors are elected by a plurality
of shares voted, without regard to either (i) broker non-votes, or (ii)
proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to the only persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock on the Record Date, as disclosed in certain
reports regarding such ownership filed with the Company and with the
Securities and Exchange Commission in accordance with Sections 13(d) or 13(g)
of the Securities Exchange Act of 1934 ("Exchange Act") by such persons and
groups.
<TABLE>
<CAPTION>
NUMBER
NAME AND ADDRESS OF PERCENT OF
OF BENEFICIAL OWNER SHARES CLASS(6)
------------------- ------- ----------
<S> <C> <C>
Wellington Management, L.L.P. ........................... 982,000(1) 13.27%
75 State Street
Boston, MA 02109
Thomson Horstmann & Bryant, Inc. ........................ 506,900(2) 6.85%
Park 80 West, Plaza Two
Saddle Brook, NJ 07663
First Manhattan Corporation.............................. 479,560(3) 6.48%
437 Madison Avenue
New York, NY 10022
Bay Pond Partners, L.P. ................................. 437,400(4) 5.91%
75 State Street
Boston, MA 02109
Weiss, Peck & Greer, L.L.C. ............................. 425,000(5) 5.74%
One New York Plaza
New York, NY 10004
</TABLE>
- --------
(1) Based upon information filed in a Schedule 13G by Wellington Management
Company, LLP on January 24, 1997.
(2) Based upon information filed in a Schedule 13G by Thomson Horstmann &
Bryant, Inc. on January 7, 1997.
(3) Based upon information provided by The NASDAQ Stock Market as of December
31, 1996, and information filed in Amendment No. 3 to Schedule 13D by
First Manhattan Co. as general partner of First Save Associates, L.P. and
Second First Save Associates, L.P. on August 26, 1996. Partnership
holdings are as follows: First Save Associates, L.P. holds 202,200 shares
and Second First Save Associates, L.P. holds 191,950 shares.
(4) Based upon information filed in a Schedule 13D for Bay Pond Partners, L.P.
by its general partner, Wellington Hedge Management Limited Partnership,
on January 28, 1997 (these shares are duplicated in the 13G filing by
Wellington Management Co.)
(5) Based upon information filed in a Schedule 13G by Weiss, Peck & Greer,
L.L.C. on February 5, 1997.
(6) Calculated using number of shares outstanding as of the record date.
3
<PAGE>
ELECTION OF DIRECTORS
Each of the members of the Board of Directors of RedFed also presently
serves as a director of the Bank. Directors are elected for staggered terms of
three years each, with the term of office of one of the three classes of
directors expiring each year. Directors serve until their successors are
elected and qualified.
Director Henry Van Mouwerik has announced his intention to retire as of the
May 20, 1997 date of the meeting. The Board of Directors of RedFed Bancorp
Inc., has taken action to reduce the number of directors on the Board from
eight to seven, effective with the 1997 Annual Meeting.
The two nominees proposed for election at the Meeting are Messrs. Douglas R.
McAdam and Robert G. Wiens. Both nominees named are presently directors of the
Company and the Bank. In the event that either nominee is unable to serve or
declines to serve for any reason, it is intended that proxies will be voted
for the election of such other person or persons as may be designated by the
present Board of Directors. The Board of Directors has no reason to believe
that any of the persons named will be unable or unwilling to serve. UNLESS
AUTHORITY TO VOTE FOR THE DIRECTORS IS WITHHELD, THE SHARES REPRESENTED BY THE
ENCLOSED PROXY CARD IF EXECUTED AND RETURNED WILL BE VOTED "FOR" THE ELECTION
OF BOTH NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH NOMINEES
NAMED IN THIS PROXY STATEMENT.
4
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES, DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees, other directors and "Named Executive Officers" (as defined below),
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the
year in which each became a director of the Bank, and the year in which their
individual terms (or in the case of nominees, their proposed terms) as
directors of the Company expire. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and
Named Executive Officer and all directors and executive officers as a group as
of the Record Date.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL EXPIRATION SHARES OF OWNERSHIP
OCCUPATION AT PRESENT OF TERM COMMON STOCK AS A
AND FOR THE DIRECTOR AS BENEFICIALLY PERCENT
PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) OF CLASS
--------------------- --- -------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR DIRECTOR
Douglas R. McAdam....... 52 1987 2000 37,389 (3)(4) 0.51%
CPA; Officer, Director
and Shareholder of
Soren McAdam Bartells,
Certified Public
Accountants, Inc.
Robert G. Wiens......... 61 1986 2000 168,404(3)(6)(7)(8) 2.28
Retired President,
Chief Executive Officer
and Chairman of the
Board of Directors of
the Company and Bank
CONTINUING DIRECTORS
Stanley C. Weisser...... 55 1986 1999 65,464(3)(4) 0.88
Pharmacist and
President, Chief
Executive Officer and
Director of Network
Pharmaceutical Inc.
operator of local
pharmacies
William T. Hardy, Jr. .. 53 1990 1999 48,889(3)(4) 0.66
President of Renown
LLC, a produce exporter
Anne Bacon.............. 52 1995 1998 47,451(5)(8) 0.64
President and Chief
Executive Officer of
the Company and the
Bank; former President
and Chief Executive
Officer of First
Western Bank, Las Vegas
William C. Buster, Jr. . 60 1989 1998 63,464(3)(4) 0.86
President of Wm. C.
Buster, Inc., a general
contracting firm and
Vespar Development Co.,
a residential and
commercial real estate
development company
John D. McAlearney,
Jr. ................... 52 1989 1998 68,714(3)(4) 0.93
Chairman of the Board
of Directors of the
Company and Bank;
Attorney, officer,
director and
shareholder of McPeters
McAlearney Shimoff &
Hatt, a Professional
Corporation
RETIRING DIRECTOR
Henry H. Van Mouwerik... 68 1966 1997 41,164(3)(4) 0.56
Manages family-owned
properties
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL COMMON OWNERSHIP
OCCUPATION AT PRESENT STOCK AS A
AND FOR THE BENEFICIALLY PERCENT
PAST FIVE YEARS AGE OWNED (2) OF CLASS
--------------------- --- ------------------ ---------
<S> <C> <C> <C>
NAMED EXECUTIVE OFFICERS
D. Brian Reider............................... 46 14,766(3)(6)(7)(8) 0.20%
Vice President, General Counsel and Assistant
Secretary of the Company; Executive Vice
President, Chief Operating Officer and
General Counsel of the Bank; President and
Director of RedFed, Inc. and RedFed Escrow,
Inc. and Treasurer of Redlands Financial
Services, Inc.
David C. Gray, CPA............................ 54 26,975(3)(6)(7)(8) 0.36
Treasurer and Chief Financial Officer of the
Company; Senior Vice President and Chief
Financial Officer of the Bank; and Treasurer
of RedFed, Inc. and RedFed Escrow, Inc.
Norman E. Bellefeuille, Jr. .................. 44 22,628(3)(6)(7)(8) 0.31
Senior Vice President and Chief Loan Officer
of the Bank
Carol A. Snodgress............................ 42 31,781(3)(6)(7)(8) 0.43
Vice President and Investor Relations Officer
of the Company; Senior Vice President/Retail
Banking Officer of the Bank; and Senior Vice
President of RedFed, Inc.
Stock Ownership of all directors and executive
officers as a group (12 persons)............. 637,089 8.61
</TABLE>
- --------
(1) Includes years of service as a director of the Bank.
(2) Each person or relative of such person whose shares are included herein
exercises sole (or shared with spouse, relative or affiliate) voting or
dispositive power as to the shares reported.
(3) Includes 12,586, 3,897, 4,930, 4,930 and 4,930 shares awarded to Messrs.
Wiens, Reider, Gray and Bellefeuille and Ms. Snodgress, respectively,
under the Redlands Federal Bank Recognition and Retention Plan for
Officers and Employees ("RRP") Trust and includes 2,571 shares each
awarded to Messrs. McAdam, Van Mouwerik, Weisser, Buster, McAlearney and
Hardy, respectively, under the Redlands Federal Bank Recognition and
Retention Plan for Outside Directors ("DRP") Trust, as to which voting may
be directed. Awards vest in five equal installments, the first of which
occurred on April 7, 1995 and continue on each anniversary date
thereafter.
(4) Includes 17,480 shares subject to options currently exercisable granted to
Messrs. McAdam, Van Mouwerik, Weisser, Buster, McAlearney and Hardy,
respectively, under the RedFed Bancorp Inc. 1994 Option Plan for Outside
Directors (the "Directors' Option Plan") which began vesting on April 7,
1995, one year from the date of grant.
(5) Includes 30,000 shares subject to options granted under the 1995 Long Term
Incentive Plan (the "Incentive Plan"), 15,000 of which become exercisable
within 60 days after the Record Date. Does not include 45,000 shares
subject to options which become exercisable in three equal annual
installments commencing April 25, 1998. Includes 12,600 performance
restricted stock awards granted under the Incentive Plan which have vested
and 851 shares allocated to Ms. Bacon under the Bank's ESOP. Does not
include 30,400 shares of performance restricted stock awards which vest
April 25, 2000, subject to the discretionary authority of the Board of
Directors to accelerate vesting, in whole or in part, based upon
performance.
(6) Includes 69,920, 6,992, 6,992, 6,992 and 6,992 shares subject to the
portions of the options granted to Messrs. Wiens, Reider, Gray and
Bellefeuille and Ms. Snodgress, respectively, under the RedFed Bancorp
Inc. 1994 Incentive Stock Option Plan (the "Stock Option Plan") that were
exercisable as of the Record Date. Does not include 10,488, 10,488, 10,488
and 10,448 shares subject to options granted to Messrs. Reider, Gray and
Bellefeuille and Ms. Snodgress, respectively, under the Stock Option Plan
which become exercisable in three equal annual installments, the first of
which will occur on April 7, 1997.
6
<PAGE>
(7) Includes 50,862, 1,631, 12,945, 8,694 and 10,802 shares held in the
Employer Stock Fund of the Redlands Federal Bank Employee 401(k) Trust and
allocated to the accounts of Messrs. Wiens, Reider, Gray and Bellefeuille
and Ms. Snodgress, respectively, as to which voting may be directed.
(8) Includes 851, 1,645, 2,245, 2,107, 1,887 and 1,790 shares allocated to Ms.
Bacon, Messrs. Wiens, Reider, Gray and Bellefeuille and Ms. Snodgress,
respectively, under the Bank's ESOP.
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. The Board of Directors
meets on a monthly basis and has additional meetings as needed. During fiscal
1996, the Board of Directors of the Company held 16 meetings. The Boards of
Directors of the Company and the Bank maintain the following committees, among
others:
Executive Committee. The Executive Committee consists of Messrs. McAlearney
(Chairman), Van Mouwerik, Weisser, McAdam and Ms. Bacon. The Committee has the
authority, subject to certain exceptions, to act on all matters of Board
business between Board meetings subject to notification to the Board at its
next meeting. This Committee did not meet in 1996.
Audit Committee. The Audit Committee consists of Messrs. McAdam (Chairman),
Weisser, McAlearney, and Hardy, all of whom are non-employee directors. This
committee meets at least quarterly and recommends an independent audit firm to
the full Board for approval, approves internal audit schedules, and reviews
internal audit reports. The Audit Committee met four times in 1996.
Nominating Committee. The Nominating Committee consists of Messrs. Buster
(Chairman), Weisser and Hardy. The Nominating Committee makes recommendations
to the board of directors of nominees for election as directors at the
Company's Annual Meeting of Stockholders and met for this purpose on February
25, 1997. The Nominating Committee will consider nominees proposed by
stockholders who give appropriate and timely notice of such proposed
nominations in accordance with the requirements of Section 6(c)(ii) of Article
I of the Company's Bylaws. Any such stockholder notice of proposed nomination
must contain specified types of information relating to the nominee, including
information of the type required pursuant to the Exchange Act.
Compensation and Benefit Plans Committee. The Compensation and Benefit Plans
Committee determines executive compensation, and other matters regarding
personnel and employee benefit plans. The Committee consists of Messrs. Van
Mouwerik (Chairman), McAlearney, Weisser and Hardy and met four times in 1996.
DIRECTORS' COMPENSATION
Directors' Fees. Directors do not receive any fees for serving on the
Company's Board of Directors. Non-employee directors of the Bank receive an
annual retainer fee of $34,200 each, and do not receive any additional fees
for attending meetings. The Chairman receives an additional fee of $1,000 per
month. The fees are paid by the Bank.
Directors Retirement Plan. The Bank maintains the Redlands Federal Bank
Outside Directors Retirement Plan (the "Directors' Retirement Plan"), a
retirement plan for non-employee directors with six or more years of service
with the Bank. The Directors' Retirement Plan provides that, upon retirement,
retiring Directors are eligible to receive an annual benefit equal to 100% of
the retiring Directors' compensation in the last year of service which shall
continue to be paid annually for a number of years equal to the number of
years the participant served as an outside Director, but not for longer than
15 years. The Directors' Retirement Plan provides that in the event of a
participant's death prior to payment of all benefits due to a participant
under the Plan, the remaining benefits are to be paid to the beneficiary or
beneficiaries designated by the participant or, if
7
<PAGE>
no such designation has been made, to the estate of the participant. Effective
June 30, 1995, the Company elected to partially freeze the Directors'
Retirement Plan.
Directors' Option Plan. Under the Directors' Option Plan, each outside
Director was granted options to purchase 17,480 shares of Common Stock at an
exercise price of $8.00 per share, which was the fair market value of the
shares on the date of grant (April 7, 1994). To the extent options for shares
are available for grants under the Directors' Option Plan, on each anniversary
of the Effective Date of the Directors' Option Plan, each subsequently elected
outside director will be granted, if such outside director is qualified, non-
statutory stock options to purchase a number of shares of Common Stock equal
to 2,185 shares or options to purchase such lesser number of shares as remain
in the Directors' Option Plan. If options for sufficient shares are not
available to fulfill the grant of options to an outside director, and
thereafter options become available, such persons shall receive options to
purchase an amount of shares of Common Stock determined by dividing pro rata
among such persons the number of options available. The exercise price of each
option granted to subsequent Directors will be equal to the fair market value
of the Common Stock on the date of the grant. All options initially granted
under the Directors' Option Plan become exercisable in three equal
installments commencing one year from the date of grant, except that in the
event of death, disability or retirement of the participant or upon a change
in control of the Company or the Bank, all options previously granted would
automatically become exercisable.
Directors' Retention and Recognition Plan. Under the DRP, each outside
Director was awarded 4,283 shares of Common Stock. Each Emeritus Director
received awards equal to 1,286 shares. Awards to Directors began vesting in
five equal annual installments on April 7, 1995, the first anniversary of the
effective date of the award. Awards will be 100% vested upon termination of
service as a Director due to death or disability of the Director or following
a change in the control of the Bank or the Company or the failure of the
Director to be reelected at any annual meeting of shareholders at which such
director has been duly nominated for election unless such director continues
to serve as a consulting Director. In the event that a Director terminates
service with the Bank or the Company before his or her Awards have been fully
vested, the Director's nonvested awards will be forfeited.
Consulting Agreement. Mr. Wiens has entered into a consulting agreement with
the Bank (the "Consulting Agreement"). The Consulting Agreement will continue
through April 30, 2000. Under the terms of the Consulting Agreement, Mr. Wiens
will be available to advise the Bank as to strategies for dealing with
business issues it may confront, as well as providing certain historical
information regarding prior business. Mr. Wiens is compensated on an hourly
basis for any advice he may render. During the year ended December 31, 1996,
Mr. Wiens received no payments pursuant to the Consulting Agreement.
EXECUTIVE COMPENSATION
The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the
Company's Chief Executive Officer and other executive officers of the Company.
The disclosure requirements for the Chief Executive Officer and other
executive officers include a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation and Benefit
Plans Committee (the "Compensation Committee") of the Bank at the direction of
the Board of Directors has prepared the following report for inclusion in this
proxy statement.
General. The purpose of the Compensation Committee of the Company and the
Bank is to review the respective compensation philosophy and programs,
exercise authority with respect to the payment of salaries and
8
<PAGE>
incentive compensation to the officers of the Bank and serve as administrator
for certain benefit plans of the Bank as may be determined by the Board of
Directors. The Bank's Compensation Committee periodically reviews and
determines the compensation of the Chief Executive Officer and certain other
executive officers, and authorizes the compensation paid to the remaining
officers and employees.
Base Salary. Previously, all officers' salaries were reviewed annually in
May for the salary year beginning June 1. Beginning in 1996, officers'
salaries are reviewed in November for the salary year beginning January 1.
Management prepares its recommendations (for all employees and officers other
than the Chief Executive Officer and President) and supplies the Committee
with reference materials such as various published compensation surveys and
other supporting documentation. Salary levels are designed to be competitive
with cash compensation levels paid by peer group institutions. The Bank
generally considers its peer group to be thrift institutions and banks with
assets between $500 million and $3 billion operating within the western
region, which consists of the states of Arizona, California, Idaho, Montana,
Nevada, Oregon, Utah, Washington and Wyoming. The Peer Group used in making
compensation decisions is not necessarily composed of the same institutions as
those used for the stock performance graph included in this proxy statement.
Although the evaluations of specific levels of compensation for the executive
officers of the Bank are based in part on peer group surveys, including a
survey performed for the Western League of Savings Institutions, no specific
formula is utilized to fix annual compensation.
Bonus. In November 1996, the Compensation Committee recommended that the
Board terminate the existing Bonus Plan for Officers, and adopt an Incentive
Program to reward officers based on performance criteria as determined by the
Committee, and the profitability of the Bank, as well as achievement of goals
set forth in the Bank's Business Plan. The Board approved the recommendations
of the Committee, and the Incentive Program is in place for 1997.
In the previous three years, the Bank was restructured and recapitalized,
during which time no salary increases and no bonus awards were given, except
that bonuses were paid to certain officers of the Bank at year-end 1996 to
recognize their efforts during the restructuring period.
Stock Programs. In conjunction with and after the Bank's conversion from
mutual to stock form, various stock programs were established. The ESOP,
Incentive Stock Option Plan, the RRP and the Incentive Plan are designed as an
incentive to the executive officers and employees of the Bank and act so as to
align the interests of the officers and employees of the Bank with
stockholders. The awards under such plans become exercisable over a multi-year
period, enhancing their value as a long-term incentive. The awards of options
and shares under the Incentive Stock Option Plan and the RRP were allocated by
the Compensation Committee based upon regulatory practices and policies, the
practices of other recently converted financial institutions as verified by
external surveys and based upon the executive officer's level of
responsibility and contributions to the Bank as determined by the Compensation
Committee on a discretionary basis.
Chief Executive Officer. Upon her assumption of duties as President and
Chief Executive Officer in April 1995, Anne Bacon was given a package which
included an annual salary of $250,000, a potential performance bonus and stock
grants and options as disclosed in the Summary Compensation Table. This salary
was established through negotiations the Compensation Committee had with Ms.
Bacon regarding her Employment Agreement, and was based upon information
gathered by the Committee during the search for a new Chief Executive Officer.
This information included results of a survey conducted by an outside
executive compensation consultant of Chief Executive Officer compensation in
banks and thrifts in California, and data provided by the executive search
firm engaged by the Bank to assist in locating a new Chief Executive Officer.
9
<PAGE>
Following Ms. Bacon's arrival, the Board approved a Business Plan for the
Bank which included various goals, specifically a reduction of losses,
reduction in the level of classified and non-performing assets, reduction in
general and administrative expenses and an increase in the Bank's risk-based
capital. The Compensation Committee agreed that these goals would be used to
review Ms. Bacon's performance. Following Ms. Bacon's annual performance
evaluation conducted in March 1996, during which it was agreed that the
performance criteria had been met and exceeded, Ms. Bacon was granted a bonus
as set forth in the Summary Compensation Table, and awarded 7,600 shares of
performance based stock from the 1995 Long Term Incentive Plan.
COMPENSATION COMMITTEE OF THE COMPANY AND BANK
Henry H. Van Mouwerik (Chairman)
John D. McAlearney, Jr.
Stanley C. Weisser
William T. Hardy, Jr.
10
<PAGE>
Summary Compensation Table. The following table shows, for the fiscal years
ending December 31, 1996, 1995, and 1994, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years,
to the Chief Executive Officer and those executive officers ("Named Executive
Officers") of the Company, who received salary and bonus in excess of $100,000
in 1996.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------- ---------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP
NAME AND PRINCIPAL COMPENSATION STOCK OPTIONS/ PAYOUTS OTHER
OFFICE YEAR SALARY($) BONUS($) ($) AWARD(S)($) SARS(#)(1) ($) COMP($)(2)
------------------ ---- --------- -------- ------------ ----------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anne Bacon (3).......... 1996 $250,008 $100,000 $-- $ -- -- $-- $6,808
President and Chief 1995 203,506 -- 432,580(4) 75,000 -- --
Executive Officer
D. Brian Reider ........ 1996 137,200 20,580 -- -- -- -- 6,808
Executive Vice 1995 134,200 -- -- -- -- -- 8,849
President, Chief 1994 116,730 -- -- 51,960(5) 17,480 -- 4,160
Operating Officer and
General Counsel
David C. Gray, CPA......
Senior Vice President 1996 116,100 17,415 -- -- -- -- 6,752
and Chief Financial 1995 116,100 -- -- -- -- -- 6,048
Officer 1994 113,725 -- -- 65,728(5) 17,480 -- 4,056
Norman E. Bellefeuille,
Jr..................... 1996 100,000 15,000 -- -- -- -- 5,912
Senior Vice President 1995 107,092 -- -- -- -- -- 5,584
and Chief Loan Officer 1994 101,702 -- -- 65,728(5) 17,480 -- 3,600
Carol A. Snodgress......
Senior Vice 1996 97,920 14,688 -- -- -- -- 5,800
President/Retail 1995 97,920 -- -- -- -- -- 5,104
Banking 1994 95,870 -- -- 65,728(5) 17,480 -- 3,416
</TABLE>
- --------
(1) Includes 75,000 shares subject to options granted to Ms. Bacon under the
Incentive Plan which become exercisable in five equal annual installments
commencing on April 25, 1996. Includes 17,480 shares subject to options
granted each to Messrs. Reider, Gray and Bellefeuille and Ms. Snodgress
under the Stock Option Plan, which options will be exercisable in five
equal annual installments, commencing on April 7, 1995 and continuing on
each anniversary date thereafter.
(2) Includes $6,808, $6,808, $6,752, $5,912 and $5,800 contributed by the Bank
pursuant to the ESOP and allocated respectively for the benefit of Ms.
Bacon, Messrs, Reider, Gray and Bellefeuille and Ms. Snodgress for fiscal
1996.
(3) Ms. Bacon was appointed as President and Chief Executive Officer of the
Company and the Bank, effective April 3, 1995.
(4) Pursuant to the Incentive Plan, Ms. Bacon was awarded 43,000 performance
restricted stock awards which had a market value of $432,580 on the date
of grant. 12,600 shares have vested and 30,400 shares vest on April 25,
2000, subject to the discretionary authority of the Board of Directors to
accelerate vesting, in whole or in part, based upon performance. When
awards become vested and are distributed, the recipient will also receive
an amount equal to accumulated dividends and any earnings thereon. All
awards will vest upon a change in control. In the event of retirement,
death or disability, restricted awards which represent the percentage of
time which had already passed in the pendency of the contingency will
vest. At December 31, 1996, the shares held by Ms. Bacon had a market
value of $13.50 per share, for a total value of $410,400.
(5) Pursuant to the RRP, Messrs. Reider, Gray and Bellefeuille and Ms.
Snodgress were awarded 6,495, 8,216, 8,216 and 8,216 shares of Common
Stock, respectively, in fiscal 1994, which had a market value of
11
<PAGE>
$8.00 per share on the date of the grant. Such awards vest in five annual
installments at a rate of 20% per year commencing on April 7, 1995, one
year from the date of the grant. When shares become vested and are
distributed, the recipient will also receive an amount equal to accumulated
dividends and any earnings thereon. Awards will be 100% vested upon
termination of employment due to death, disability or following a change of
control. If a recipient terminates employment due to retirement, such
awards will continue to be earned in annual installments of 20% if the
Compensation Committee determines that such recipient is expected to
continue to provide valuable services to the Bank. At December 31, 1996,
the shares held by Messrs. Reider, Gray and Bellefeuille and Ms. Snodgress
had a market value of $13.50 per share, for a total value of $52,609,
$66,555, $66,555 and $66,555, respectively.
Stock Performance Graph. The following table shows a thirty-two month
comparison of cumulative total shareholder return on the Company's Common
Stock, based on the market price of the Common Stock, with the cumulative
total return of U.S. Companies in the Nasdaq National Market and the SNL
Thrift Index. The Company's Common Stock began trading on April 8, 1994. The
indices were compiled by SNL Securities.
COMPARISON OF THIRTY-TWO MONTH TOTAL RETURN
AMONG REDFED BANCORP INC.,
NASDAQ MARKET INDEX AND SNL THRIFT INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------
INDEX 4/8/94 6/30/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96
- ----- ------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
RedFed Bancorp Inc.. $100.00 $132.35 $ 94.12 $ 94.86 $119.12 $101.47 $158.82
Nasdaq Total Return. 100.00 94.64 101.30 126.32 143.26 162.19 176.22
SNL Thrift Index.... 100.00 110.61 101.89 130.53 158.68 165.59 206.76
</TABLE>
Employment Agreements. The Bank and the Company have entered into employment
agreements with Ms. Bacon, each of which provides for a two-year term.
Commencing on the first anniversary date and continuing on each anniversary
date thereafter, the Board of Directors of the Bank and the Company may extend
the agreements for an additional year such that the remaining term shall be
two years, unless written notice of non-renewal is given by the Boards of
Directors after conducting a performance evaluation of the executive. The
agreements provide that Ms. Bacon will receive an annual base salary of
$250,000, which will be reviewed at
12
<PAGE>
least annually by the Board. In addition to the base salary, the employment
agreements provide for, among other things, participation in stock benefit
plans and other fringe benefits applicable to executive personnel. The
employment agreements provide for termination by the Bank or the Company for
cause at any time.
In the event the Bank or the Company chooses to terminate the executive's
employment for reasons other than cause, or for disability, or in the event of
the executive's resignation from the Bank and the Company upon: (i) failure to
re-elect the executive to her current offices; (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of her
principal place of employment, or a material reduction in benefits or
perquisites; (iii) liquidation or dissolution of the Bank or the Company; or
(iv) a breach of the agreement by the Bank or the Company, the executive or,
in the event of death, her beneficiary would be entitled to receive an amount
equal to the payments due for the remaining term of the Agreement including
Base Salary for the remaining term of the Agreement (not to exceed one year of
Base Salary) and any bonuses and other cash compensation paid or expected to
be paid to executive in the year of the Event of Termination, and the amount
of benefits received or to be received pursuant to any employee benefit plan
at the time of termination including all payments made to the executive, or
for the executive's benefit, during the twelve months preceding termination.
If termination of employment follows a "change in control" of the Bank or
the Company, as defined in the employment agreements, the executive or, in the
event of death, the executive's beneficiary, is entitled to a severance
payment equal to the greater of: (1) the payments due under the remaining term
of the agreement; or (2) two times the average of the five preceding years'
Base Salary or such lesser number of years as executive was employed,
including bonuses and the amount of contributions made or to be made to
employee benefit plans on behalf of executive. The Bank and the Company will
also continue the executive's life, health, and disability coverage for two
years to the extent allowed by the plans or policies maintained by the Company
or Bank from time to time. Payments to the executive under the Bank's
employment agreement are guaranteed by the Company in the event that payments
or benefits are not paid by the Bank. In the event of a change in control,
based upon 1996 salary, Ms. Bacon would receive approximately $500,000 in
severance payments in addition to other cash and noncash benefits provided
under the agreements.
Change in Control Agreements. The Bank has entered into two-year Change in
Control Agreements with four executive officers who are not covered by
employment agreements, including Messrs. Reider, Gray, Bellefeuille and Ms.
Snodgress. These executive officers, with the exception of Mr. Bellefeuille
also have Change in Control Agreements with the Company. Each Change in
Control Agreement provides for a 24-month term. Commencing on the first
anniversary date of the Bank's conversion from mutual to stock form and
continuing on each anniversary thereafter, the Change in Control Agreements
may be extended by the respective Boards of Directors for an additional 12
months so that the remaining term is 24 months. Each Change in Control
Agreement provides that at any time following a change in control of the Bank,
if the Company or the Bank terminates the employee's employment for any reason
other than cause, or if the employee terminates his or her employment
following demotion, loss of title, office or significant authority, a
reduction in compensation, or relocation of the principal place of employment,
the employee or, in the event of death, the employee's beneficiary, would be
entitled to receive a payment equal to two times the employee's then current
annual compensation, including bonuses and any other cash compensation. The
Bank and the Company will also continue the employee's life, health, and
disability coverage for the remaining unexpired term of his or her agreement
to the extent allowed by the plans or policies maintained by the Company or
Bank from time to time. Payments to the employee under the Bank's change in
control agreements will be guaranteed by the Company in the event that
payments or benefits are not paid by the Bank.
If a change in control occurs, based upon 1996 salaries, the amounts payable
in the aggregate, pursuant to change in control agreements, would be
approximately $274,400, $232,200, $200,000 and $195,840, in addition to other
cash and noncash benefits provided for under the Change in Control Agreements
for Messrs. Reider, Gray and Bellefeuille, and Ms. Snodgress, respectively.
13
<PAGE>
Stock Option Plan and Incentive Plan. The following table provides certain
information with respect to the number of shares of Common Stock represented
by outstanding options held by the Named Executive Officers as of December 31,
1996. Also reported are the values for "in-the-money" options which represent
the positive spread between the exercise price of any such existing stock
options and the year end price of the Common Stock.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTION/SARS AT
FISCAL YEAR END(#) FISCAL YEAR END($)
---------------------------- ----------------------------
NAME EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
---- ---------------------------- ----------------------------
<S> <C> <C>
Anne Bacon.............. 15,000/60,000 $ 51,600/206,400
Robert G. Wiens......... 69,920/0 384,560/0
D. Brian Reider......... 6,992/10,488 38,456/57,684
David C. Gray, CPA...... 6,992/10,488 38,456/57,684
Norman E. Bellefeuille,
Jr..................... 6,992/10,488 38,456/57,684
Carol A. Snodgress...... 6,992/10,488 38,456/57,684
</TABLE>
- --------
(1) The options held by Messrs. Wiens, Reider, Gray and Bellefeuille and Ms.
Snodgress have an exercise price of $8.00, and except for the options held
by Mr. Wiens, which are all currently exercisable, such options become
exercisable at an annual rate of 20% beginning April 7, 1995. The options
will expire ten years from the date of grant. The options held by Ms.
Bacon have an exercise price of $10.06 and become exercisable at an annual
rate of 20% beginning April 25, 1996.
(2) Based on the market value of the underlying stock at December 31, 1996,
minus the exercise price. The market price on December 31, 1996 was
$13.50.
Defined Benefit Plan. The Bank currently maintains a qualified
noncontributory defined benefit plan ("Retirement Plan"). All employees are
eligible to participate in the Retirement Plan on the first day of the month
following the date on which one hour of service is performed. The Bank
annually contributes an amount to the Retirement Plan necessary to satisfy
requirements in accordance with the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Effective June 30, 1995, the Retirement Plan was
frozen and Participants ceased the accrual of additional benefits thereunder
although vesting continued according to the terms of the Retirement Plan.
Pursuant to the Retirement Plan, an unrelated trustee has the authority to
invest up to 10 percent of the plan assets in the Common Stock of the Company.
As of the Record Date, the trustee held 158,845 shares, or 2.15% of the
outstanding shares of Common Stock, for the benefit of participants in the
Retirement Plan.
On December 19, 1996, the Board of Directors of the Bank took action to
terminate the Retirement Plan as of March 15, 1997. The termination is
expected to take up to a year to complete. The Plan Administrator believes
that the Plan's assets are sufficient to satisfy all accrued benefits under
the Plan.
14
<PAGE>
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in calendar year 1996, expressed in the form of a single
life annuity, for the final average salary and benefit service classifications
specified pursuant to the Retirement Plan.
<TABLE>
<CAPTION>
FINAL
AVERAGE CREDITABLE YEARS OF SERVICE AT AGE
ANNUAL 65(1)
BASE ---------------------------------------
WAGE 15 20 25 30 35
------- ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
$ 25,000............................ 8,951 11,935 14,231 16,527 18,823
50,000............................ 18,232 24,309 29,012 33,714 38,416
75,000............................ 27,513 36,684 43,793 50,901 58,010
100,000............................ 36,794 49,059 58,574 68,089 77,604
150,000(2)......................... 55,357(2) 73,809 88,136 102,463 116,791
</TABLE>
- --------
(1) Benefit accruals were frozen at June 30, 1995.
(2) For 1996, the maximum compensation for plan purposes under Internal
Revenue Code ("IRC") Section 401(a)(17) is $150,000 and the maximum annual
defined benefit payable under IRC Section 415 is $120,000. The amounts
shown above were determined without regard to any combined defined
benefit/ defined contribution limit under IRC Section 415.
The following table sets forth the years of credited service (i.e., benefit
service) as of June 30, 1995 (the freeze date of the Retirement Plan) for each
of the individuals named in the Summary Compensation Table.
<TABLE>
<CAPTION>
CREDITED
SERVICE(1)
------------
YEARS MONTHS
----- ------
<S> <C> <C>
Anne Bacon(2)................................................... 0 3
Robert G. Wiens(3).............................................. 38 6
D. Brian Reider................................................. 6 3
David C. Gray, CPA.............................................. 18 2
Norman E. Bellefeuille, Jr...................................... 20 8
Carol A. Snodgress.............................................. 18 2
</TABLE>
- --------
(1) Assumes 0.5 years of credited service was earned by all participants
active throughout 1995.
(2) Ms. Bacon's date of hire was April 3, 1995.
(3) Mr. Wiens terminated service at December 31, 1994.
Deferred Compensation Plan. The Bank maintains the Deferred Compensation
Program of Redlands Federal Bank (the "Deferred Compensation Plan"), a
supplemental benefit plan, for executives selected by the Board. Participants
are entitled to receive benefits upon attaining the normal retirement age of
65 years. The supplemental retirement benefit is the amount payable in monthly
installments during the joint lifetime of the participant and his or her
spouse. The payment is equal to the excess of the amount that would be payable
under the Retirement Plan, over the maximum permissible benefit determined
under Section 401(a)(17) and 415 of the Internal Revenue Code (the "Code").
Upon the death of the participant, the participant's spouse shall continue to
receive 50% of the benefit that had been paid to the participant, continuing
until the death of the spouse. Upon early retirement, the Supplemental
Retirement Benefit shall be reduced by 0.40% for each month that the
participant's retirement date precedes his or her 60th birthday; provided,
however, that the participant must have (i) received approval of the Board;
(ii) completed 15 or more years of service; and (iii) achieved the age of 56
years.
Under the Deferred Compensation Plan, the Bank also maintains a Supplemental
Profit Sharing Account (the "Account") for each participant. The participant's
account is annually credited with an amount by which the Bank's contribution
under the Profit Sharing Plan exceeds the limit determined by Sections
401(a)(17) and 415 of the Code. The amount in the Account is then paid to the
participant in one lump sum upon normal
15
<PAGE>
retirement. In the event of the participant's death before retirement, the
lump sum is payable to the participant's designated beneficiary. Upon
disability, the participant is entitled to receive the entire lump sum. An
irrevocable grantor trust is maintained to add funds for the payment of
benefits under the Deferred Compensation Plan. Effective June 30, 1995, the
Company elected to freeze the Deferred Compensation Plan.
Transactions With Certain Related Persons. Set forth below is certain
information at December 31, 1996 as to loans made by the Bank to directors and
executive officers on preferential terms with aggregate indebtedness which
exceeded $60,000 at any time since January 1, 1996:
<TABLE>
<CAPTION>
DATE OF DATE OF HIGHEST BALANCE BALANCE AS OF
LOAN LOAN OUTSTANDING SINCE DECEMBER 31, LOAN INTEREST
NAME ORIGINATION MATURITY JANUARY 1, 1996 1996 TYPE RATE(1)
- ---- ----------- -------- ----------------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Anne Bacon.............. 1995 2025 $155,290 $146,558 Mortgage 5.09%
Robert G. Wiens......... 1986 2017 210,564 204,762 Mortgage 5.08%
D. Brian Reider......... 1989 2019 173,719 169,549 Mortgage 5.08%
David C. Gray, CPA...... 1988 2019 183,246 178,224 Mortgage 5.08%
Norman E. Bellefeuille,
Jr. ................... 1991 2021 155,464 153,619 Mortgage 5.06%
Carol A. Snodgress...... 1985 2015 92,778 89,785 Mortgage 5.08%
</TABLE>
- --------
(1) All interest rates set forth are adjustable rates.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 1998, a stockholder proposal
must be received by the Secretary of the Company at the address set forth in
the Notice of Annual Meeting of Stockholders, not later than December 20,
1997. Any such proposal will be subject to Rule 14a-8 of the Rules and
Regulations under the Exchange Act.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for a
stockholder to bring business before an Annual Meeting. The stockholder must
give written advance notice to the Secretary of the Company not less than
ninety days before the date originally fixed for such meeting; provided,
however, that in the event that less than one hundred days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the
close of business on the tenth day following the date on which the Company's
notice to stockholders of the annual meeting date was mailed or such public
disclosure was made. The advance notice by stockholders must include the
stockholder's name and address, as it appears on the Company's record of
stockholders, a brief description of the proposed business, the reason for
conducting such business at the Annual Meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such stockholder
and any material interest of such stockholder in the proposed business. In the
case of nominations to the Board, certain information regarding the nominee
must be provided. The Company is not required to include in its proxy
statement and proxy relating to an annual meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the
SEC in effect at the time such proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought
before the Meeting, it is the intention of the persons named in the
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
16
<PAGE>
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31,
1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO REDFED
BANCORP INC., ATTN: MS. ANNEMARIE MEAD, 300 EAST STATE STREET, REDLANDS,
CALIFORNIA 92373.
By Order of the Board of Directors
/s/ Annemarie Mead
Annemarie Mead
Secretary
Redlands, California
April 18, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
17
<PAGE>
RED FED BANCORP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders To Be Held May 20, 1997
Revoking all prior proxies, the undersigned, a stockholder of RED FED BANCORP
INC. (the "Company"), hereby appoints William C. Buster, Jr., William T.
Hardy, Jr. and Stanley C. Weisser, and each of them, attorneys and agents of
the undersigned, with full power of substitution, to vote all shares of the
Common Stock, par value $.01 per share ("Common Stock"), of the undersigned of
the Company at the Annual Meeting of Stockholders of the Company to be held at
the Company's offices located at 300 East State Street, Redlands, California
92373 on May 20, 1997 at 10:00 a.m., local time, and at any adjournment thereof,
as fully and effectively as the undersigned could do if personally present and
voting, hereby approving, ratifying and confirming all that said attorneys and
agents or their substitutes may lawfully do in place of the undersigned as
indicated on the reverse.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
RED FED BANCORP INC.
MAY 20, 1997
-- PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED --
- --------------------------------------------------------------------------------
A [X] Please mark your votes as in this example.
1. Election of Directors
FOR all nominees listed WITHHOLD Authority Nominees: Douglas R. McAdam
to right (Except as to vote for Robert G. Wiens
marked to the contrary nominees listed
[_] [_]
For, except votes withheld from the following nominees:
------------------------------------------------------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE LISTED NOMINEES
AS DIRECTORS.
PLEASE SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
SIGNATURE _______________________________________ DATE _______________________
SIGNATURE _______________________________________ DATE _______________________
SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. When shares are held joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
