<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MLF 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
June 13, 1996
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders of
MLF Bancorp, Inc. The meeting will be held at The Desmond Great Valley Hotel
and Conference Center, One Liberty Boulevard, Malvern, Pennsylvania, on Friday,
July 26, 1996 at 10:00 a.m., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in MLF Bancorp, Inc. are sincerely
appreciated.
Sincerely,
John R. Eppinger
Chairman of the Board
<PAGE> 3
MLF BANCORP, INC.
Two Aldwyn Center
Lancaster Avenue and Route 320
Villanova, PA 19085
Telephone: (610) 526-6460
NOTICE IS HEREBY GIVEN to the shareholders of MLF Bancorp, Inc. (the "Company")
that the Annual Meeting of such shareholders will be held at The Desmond Great
Valley Hotel and Conference Center, One Liberty Boulevard, Malvern,
Pennsylvania on Friday the 26th day of July, 1996 at 10:00 A.M., Eastern Time
for the following purposes:
1. To vote upon the election of one director for a four-year term,
and until his successor is elected and qualified;
2. To vote upon a proposal to amend the Company's Articles of
Incorporation to change the corporate title to " ML Bancorp,
Inc.";
3. To ratify the appointment of KPMG Peat Marwick L.L.P. as
independent Certified Public Accountants of the Company for the
fiscal year ending March 31, 1997; and
4. To transact such other business as may properly come before the
meeting or any other adjournment(s) thereof. MANAGEMENT IS NOT
AWARE OF ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
The date fixed by the Board of Directors as the record date for
determining shareholders entitled to notice of and to vote at the Annual
Meeting is the close of business on May 31, 1996.
By Order of the Board of Directors
Brian M. Hartline
Corporate Secretary
Villanova, Pennsylvania
June 13, 1996
THE BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN YOUR PROXY CARD AS
SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING.
THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING IF YOU DESIRE,
AND YOU MAY REVOKE YOUR PROXY BY WRITTEN INSTRUMENT AT ANY TIME PRIOR TO THE
VOTE AT THE ANNUAL MEETING.
<PAGE> 4
MLF BANCORP, INC.
Two Aldwyn Center
Lancaster Avenue and Route 320
Villanova, PA 19085
Telephone: (610) 526-6460
----------------------------------
PROXY STATEMENT
----------------------------------
GENERAL STATEMENT
This Proxy Statement has been prepared in connection with the
solicitation of proxies by the Board of Directors of MLF Bancorp, Inc. for use
at the Annual Meeting of Shareholders to be held on July 26, 1996, and at any
adjournment(s) thereof (the "Meeting"). The Meeting will be held at The
Desmond Great Valley Hotel and Conference Center, One Liberty Boulevard,
Malvern, Pennsylvania, at 10:00 A.M., Eastern Time.
References to the Company throughout this Proxy Statement refer to MLF
Bancorp, Inc. and/or its wholly owned subsidiary Main Line Bank (the "Bank").
The approximate date of mailing of this Proxy Statement is June 13, 1996
RECORD DATE--VOTING REQUIRED FOR APPROVAL--SHAREHOLDER PROPOSALS
All persons who were shareholders of the Company on May 31, 1996 (the
"Record Date"), will be entitled to cast votes at the Meeting. Voting may be
by proxy or in person. As of the Record Date, the Company had 6,246,900 shares
of common stock, $.01 par value ("Common Stock"), outstanding. The Company has
no other class of equity securities outstanding.
Holders of a majority of the outstanding shares of Common Stock entitled
to vote, represented in person or by proxy, will constitute a quorum for
purposes of transacting business at the Meeting. The Director will be elected
by a plurality of the votes cast at the Meeting. The affirmative vote of the
holders of a majority of all of the Common Stock outstanding and eligible to
vote at the Meeting is required to approve the proposal to amend the Company's
Articles of Incorporation. The affirmative vote of a majority of the total
votes present at the Meeting is required for approval of the proposal to ratify
the appointment of the independent auditors. Abstentions will be counted for
purposes of determining the presence of a quorum at the Meeting. Because of
the required votes, abstentions will have the same effect as a vote against the
proposals to amend the Articles of Incorporation and to ratify the appointment
of the independent auditors, but will not be counted as votes cast for the
election of the director and, thus, will have no effect on the voting for the
election of the director. Under rules of the New York Stock Exchange, all of
the proposals for consideration at the Meeting are considered "discretionary"
items upon which brokerage firms may vote in their discretion on behalf of
their client if such clients have not furnished voting instructions. Thus,
there are no proposals to be considered at the Meeting which are considered
"non-discretionary" and for which there will be "broker non-votes."
Each proxy solicited hereby, if properly executed, duly returned to
management and not revoked prior to the Meeting, will be voted at the Meeting
in accordance with the shareholder's instructions indicated thereon. If no
contrary instructions are given, each proxy received by management will be
voted in favor of all items on the agenda. Each shareholder shall have one
vote for each share of stock owned.
A shareholder giving a proxy has the power to revoke the proxy at any
time before it is exercised by delivering to the Secretary of the Company
written instructions revoking it: (Brian M. Hartline, Secretary, MLF Bancorp,
Inc., Two Aldwyn Center, Lancaster Avenue and Route 320, Villanova, PA 19085).
A duly executed proxy bearing a later date will be sufficient to revoke an
earlier proxy. The proxy executed by a shareholder who attends the Meeting
will be revoked only if the shareholder delivers written instructions to that
effect to the Secretary prior to the beginning of the voting.
2
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
To the knowledge of management of the Company, the following table sets
forth the persons or entities, including any group, which beneficially owned
more than 5% of the Company's Common Stock as of April 30, 1996:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
Name of Beneficial Owner April 30, 1996 (1)
- - -------------------------------------- ------------------------------------------------------
Number of Shares Percent
---------------- -------
<S> <C> <C>
MLF Bancorp 409,264(2) 6.6%
Employee Stock Ownership
Plan Trust
Two Aldwyn Center
Villanova, PA 19085
</TABLE>
The following table sets forth the amount and percentage of the
Company's common stock beneficially owned, directly or indirectly, by directors
and executive officers individually and by directors and executive officers of
the Company as a group, as of April 30, 1996.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
April 30, 1996 (1)
-------------------------------------------------------
Number of Shares Percent
---------------- -------
<S> <C> <C>
Directors:
John R. Eppinger 73,567(2)(3) 1.2%
David B. Hastings 35,603(4) *
John J. Leahy 43,575(5) *
Henry M. Luedecke 44,603(4) *
Dennis S. Marlo 114,590(2)(6) 1.8%
Allan Woolford 44,771(7) *
Executive officers who are not Directors:
Robert M. Campbell, Jr. 36,609(8) *
Brian M. Hartline 32,451(2)(9) *
Raymond M. Kilargis 28,203(10) *
All directors and executive officers
of the Company as
a group (10 persons) 457,616(2)(11) 7.1%
</TABLE>
(Footnotes on following page)
3
<PAGE> 6
- - --------------------
* Represents less than 1% of the outstanding Common Stock.
(1) For purposes of this table, pursuant to rules promulgated under the
Securities Exchange Act of 1934, as amended ("1934 Act") an individual
is considered to beneficially own shares of Common Stock if he or she
directly or indirectly has or shares (1) voting power, which includes
the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, an individual
has sole voting power and sole investment power with respect to the
indicated shares. Shares which may be acquired by the exercise of
stock options which are exercisable within 60 days of the Voting
Record Date are deemed to be beneficially owned by the holder and are
outstanding for the purpose of computing the percentages of Common
Stock beneficially owned by the respective individual and group
(2) The MLF Bancorp Employee Stock Ownership Plan Trust ("Trust") is
established pursuant to the MLF Bancorp Employee Stock Ownership Plan
("ESOP") by an agreement between the Company and PNC Bank, which acts
as trustee of the ESOP ("Trustee"). As of the Voting Record Date,
409,264 shares held in the Trust were unallocated, and 99,902 shares
held in the Trust had been allocated to the accounts of participating
employees. Under the terms of the ESOP, the Trustee must vote all
allocated shares in accordance with the instructions of the
participating employees, and vote allocated shares for which employees
do not give instructions and unallocated shares in accordance with the
instructions of the ESOP Administrative Committee comprised of Messrs.
Eppinger, Marlo and Hartline. The amount of Common Stock beneficially
owned by the members of the committee or by all directors and
executive officers as a group does not include the unallocated shares
held by the Trust.
(3) Includes 533 shares held by Mr. Eppinger's wife and 75 shares held by
Mr. Eppinger's son for which Mr. Eppinger disclaims beneficial
ownership, 32,700 shares held in a Recognition and Retention Plan and
Trust of the Company ("RRP"), which may be voted by Mr. Eppinger, and
18,000 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(4) Includes 7,900 and 9,400 shares each for Messrs. Hastings and
Luedecke, respectively, held in the RRP, which may be voted and 24,000
shares and 31,000 shares each for Messrs. Hastings and Luedecke,
respectively, which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(5) Includes 1,037 shares held by Mr. Leahy's wife which Mr. Leahy may be
deemed to beneficially own, 9,020 shares held in the RRP, which may be
voted by him, and 31,000 shares which may be acquired upon the
exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(6) Includes 3,703 shares held jointly with Mr. Marlo's wife, 3,703 held
jointly with Mr. Marlo's mother and 814 shares held jointly with Mr.
Marlo's children, which Mr. Marlo shares voting and dispositive power,
29 shares held by Mr. Marlo's wife which Mr. Marlo may be deemed to
beneficially own, 54,500 shares held in the RRP which may be voted by
him, 2,435 shares allocated to Mr. Marlo pursuant to the Company's
ESOP and 32,000 shares which may be acquired upon the exercise of
stock options exercisable within sixty (60) days of the Voting Record
Date.
(7) Includes 1,111 shares held by Mr. Woolford's wife which Mr. Woolford
may be deemed to beneficially own, 8,020 shares held in the RRP, which
may be voted by Mr. Woolford and 31,000 shares which may be acquired
upon the exercise of stock options exercisable within sixty (60) days
of the Voting Record Date.
(8) Includes 74 shares held by Mr. Campbell or his wife in trust for their
children which Mr. Campbell may be deemed to beneficially own, 17,400
shares held in the RRP, which may be voted by Mr. Campbell, 2,380
shares allocated to Mr. Campbell pursuant to the Company's ESOP and
11,000 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(9) Includes 17,000 shares for Mr. Hartline held in the RRP which may be
voted by him, 2,187 shares allocated to Mr. Hartline pursuant to the
Company's ESOP, 364 shares held by Mr. Hartline in the Company's
Savings Plan ("Savings Plan") and 8,000 shares which may be acquired
upon the exercise of stock options exercisable within sixty (60) days
of the Voting Record Date.
(10) Includes 13,020 shares for Mr. Kilargis held in the RRP which may be
voted by him, 2,183 shares allocated to Mr. Kilargis pursuant to the
Company's ESOP and 8,000 shares which may be acquired upon the
exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(11) Includes 194,400 shares which may be acquired upon the exercise of
stock options exercisable within sixty (60) days of the Voting Record
Date.
4
<PAGE> 7
Section 16(1) of the "1934 Act" requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and NASDAQ.
Officers, directors and greater than ten percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. The Company believes that all of these filing requirements were
satisfied by the Company's directors and officers during fiscal 1996. In
making the foregoing disclosure, the Company has relied solely on the written
representations of its directors and executive officers and copies of the
ownership reports that they have filed with the SEC.
PROPOSAL 1--ELECTION OF DIRECTOR
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into four classes which are as equal in number as
possible, and that members of each class of directors are to be elected for a
term of four years. One class is to be elected annually. Shareholders of the
Company are not permitted to cumulate their votes for the election of
directors.
The following table shows the name, age, position and principal
occupation during the past five years of the nominee for election as director
and the length of time he has served as a director. The nominee currently
serves as a director of the Company. William L. Williams, a director whose
term expired in 1997, retired on January 1, 1995. According to the By-Laws of
the Company, the Board of Directors can appoint a successor to fill the
remaining term of Mr. Williams. Currently, the Board of Directors is not
actively seeking a replacement to fill the vacant seat.
Unless otherwise specified on the proxies received by the Company, it is
intended that proxies received in response to this solicitation will be voted
in favor of the election of the person named in the following table to be a
director of the Company for a four-year term, and until his successor is
elected and qualified. There are no arrangements or understandings between any
nominee or director and any other person pursuant to which any such person was
or is selected as a director or nominee.
NOMINEE FOR A FOUR-YEAR TERM EXPIRING 2000
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age (1) the Past Five Years Since(2)
- - ---- ------- ------------------- -----------
<S> <C> <C> <C>
John R. Eppinger 69 Chairman of the Board of the 1951
Bank since 1983 and of the Company
since March 1994, Consultant to the
Bank since January 1991, Chief
Executive Officer of the Bank from
1968 until March 1990, employed in
various positions with the Bank since
1949 and a member of the Board of
Directors since 1951.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEE FOR
DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTOR WHOSE TERM EXPIRES IN 1997
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age (1) the Past Five Years Since(2)
- - ---- ------- ------------------- ----------
<S> <C> <C> <C>
David B. Hastings 64 Director; Owner and President 1977
of Blue Hill Products, Ardmore,
Pennsylvania, an importer and
distributor of garden and toy
products, since 1984.
</TABLE>
5
<PAGE> 8
DIRECTORS WHOSE TERMS EXPIRE IN 1998
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age (1) the Past Five Years Since(2)
- - ---- ------- ------------------- ----------
<S> <C> <C> <C>
John J. Leahy 65 Director; Operations Vice 1988
President of Strawbridge &
Clothier, a department store
chain headquartered in
Philadelphia, Pennsylvania.
Henry M. Luedecke 68 Director; President of C.H. 1982
Marshall, Inc., Media,
Pennsylvania, a building
supply company, since 1949.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age (1) the Past Five Years Since(2)
- - ---- ------- ------------------- ----------
<S> <C> <C> <C>
Dennis S. Marlo 53 Director, President and Chief 1992
Executive Officer of the Bank
since June 1992 and of the
the Company since March 1994,
Senior Vice President and
Chief Financial Officer of the
Bank from August 1989 until
June 1992; Previously, a partner
of KPMG Peat Marwick,
Philadelphia, Pennsylvania, a
public accounting firm.
Allan Woolford 67 Director; owner of Tredyffrin 1977
Information Systems, Inc., a
management consulting firm,
Berwyn, Pennsylvania.
</TABLE>
- - ---------------------------------
(1) As of March 31, 1996
(2) Includes service as a Director of the Bank
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company meets on a monthly basis and may
have additional special meetings upon the request of the President or a
majority of the Directors. During the fiscal year ended March 31, 1996, the
Board of Directors met 14 times. No director attended fewer than 75% of the
total number of Board meetings or committee meetings on which he served that
were held during this period. The Board of Directors of the Company has
established the following committees:
Audit Committee. The Audit Committee consists of Messrs. Woolford
(Chairman), Hastings and Leahy. The Audit Committee reviews the records and
affairs of the Company, oversees the Company's internal audit department,
engages the Company's external auditors and reviews their reports. The Audit
Committee met 4 times during fiscal 1996.
Human Resources and Compensation Committee. The Human Resources and
Compensation Committee consists of Messrs. Luedecke (Chairman), Eppinger, Leahy
and Marlo. The Human Resources and Compensation Committee, which reviews and
recommends compensation and benefits for the Company's employees, met 6 times
in fiscal 1996.
Director's Selection Committee. During fiscal 1996, the Director's
Selection Committee consisted of Messrs. Eppinger, Hastings, Leahy and Marlo.
This committee, which nominates persons to serve on the Board of Directors, met
1 time during fiscal 1996.
6
<PAGE> 9
In addition to the committees described above, the Company has also
established other committees which meet as required and consist of members of
the Board. These committees include: a Fair Lending Committee; a Senior Loan
Committee; an Asset Review Committee and an Asset/Liability Management
Committee.
DIRECTOR'S COMPENSATION
Members of the Board of Directors who are not full-time employees of the
Company receive an annual retainer of $9,000 ($6,000 for the Company and $3,000
for the Bank) ($18,000 for the Chairman of the Board ($12,000 for the Company
and $6,000 for the Bank)). Directors also receive $750 for each meeting of the
Board of Directors attended ($1,500 for the Chairman) and $700 for each
committee meeting attended ($1,100 for the Chairman of the Audit Committee).
The Company entered into an agreement with John R. Eppinger, Chairman of
the Board, to provide consulting services to the Company and the Bank.
Pursuant to the agreement, which expires on December 31, 1996, Mr. Eppinger
assists his successor as Chief Executive Officer and provides services to the
Company and the Bank including the development of policy, evaluation of
potential acquisitions, strategic planning, regulatory compliance and reporting
to the Board of Directors. During the fiscal year ended March 31, 1996, the
Company paid Mr. Eppinger $33,000 under the agreement.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal occupations
during the last five years for the three executive officers of the Company who
do not serve as directors.
ROBERT M. CAMPBELL, JR. Mr. Campbell has served as Executive Vice
President of the Bank and as Vice President of the Company since March 1994 and
as Senior Vice President and Chief Lending Officer of the Bank from September
1992 to February 1994. Previously, he was with Pitcairn Private Bank,
Jenkintown, Pennsylvania, as President and Chief Operating Officer from
November 1990 to August 1992 and prior thereto was Senior Lending Officer.
BRIAN M. HARTLINE. Mr. Hartline has served as Treasurer, Corporate
Secretary and Chief Financial Officer of the Company and the Bank since
December 1994 and as Senior Vice President of the Bank from March 1994. From
June 1990 until January 1994, Mr. Hartline was Vice President, Treasurer and
Controller of United Federal Savings Bancorp Inc., State College, Pennsylvania
and served in such positions with PNC Bancorp, N.A. from January 1994 until
March 1994 after United Federal merged with PNC Bancorp. Previously, Mr.
Hartline was a senior accountant with Coopers & Lybrand, Harrisburg,
Pennsylvania.
RAYMOND M. KILARGIS. Mr. Kilargis has served as Senior Vice President
of the Bank since August 1992 and was Vice President and Controller of the Bank
from February 1992 until August 1992. Mr. Kilargis has been Vice President of
the Company since March 1994. From April 1988 to February 1992, Mr. Kilargis
served as Senior Vice President and Principal Accounting Officer of Home Unity
Savings Bank, Lafayette Hill, Pennsylvania.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors determines
compensation for executive officers. During the fiscal year ended March 31,
1996, the members of the Committee were Messrs. Henry M. Luedecke (Chairman),
John R. Eppinger, John J. Leahy, and Dennis S. Marlo. Messrs. Eppinger and
Marlo are executive officers of the Company and the Bank. The report of the
Compensation Committee with respect to compensation for the Chief Executive
Officer and all other executive officers for the fiscal year ended March 31,
1996 appears below.
REPORT OF COMPENSATION COMMITTEE
Function and Composition of Human Resources and Compensation Committee
The function of the Human Resources and Compensation Committee
("Committee") is to provide oversight of the personnel related policies of the
Company, including the establishment of a compensation philosophy for the
organization and the monitoring of compensation plans and strategies to
determine conformity with the overall philosophy. The Committee is composed of
four directors, Messrs. Luedecke (Chairman), Eppinger, Leahy and Marlo.
The Committee has established an Executive Compensation Subcommittee
("Subcommittee") which is composed of the three outside directors (Messrs.
Luedecke, Eppinger and Leahy), who are responsible for setting and
administering executive officer compensation plans, evaluating the Chief
Executive Officer and determining the annual compensation for the executive
officers (based upon recommendations of the Chief Executive Officer) and for
the Chief Executive Officer.
7
<PAGE> 10
Compensation Philosophy
The Executive Compensation Program of MLF Bancorp, Inc. is
designed to:
- Maximize shareholder value by providing executives with
common stock ownership opportunities which align the
interests of the executive with the long-term interest of
shareholders.
- Promote continuous improvement in corporate performance by
rewarding executives for the achievement of financial
results.
- Foster a pay-for-performance philosophy which encourages
superior company-wide profitability, team-oriented goals
and superior individual performance.
- Attract, motivate and retain high-impact, growth-oriented
executives.
Currently, the Executive Compensation Program consists of base
salary, an annual performance bonus opportunity, long-term incentive awards
composed of stock grants and options, and standard benefit package.
Base Salary
The Subcommittee's philosophy is to provide a competitive base
salary in which data obtained from nationally recognized compensation surveys
are used to determine comparable salaries for similar sized institutions,
geographic areas and operating performance.
Incentive Pay
At the beginning of fiscal 1996, the Committee adopted the 1996
Performance Bonus Plan ("Bonus Plan") which is intended to offer incentives for
achieving above expected Company financial performance and to provide awards
for achievement of continuing improvements, financial and operating
performance. The Plan includes executives, as well as other management
personnel of the Company and is funded through an allocation of pre-tax income
which exceeds the fiscal year budgeted pre-tax income. The maximum bonus pool
is limited to the lesser of a percentage of base salary of eligible
participants or one-third of the amount of pre-tax income which exceeds the
fiscal year's budgeted pre-tax income. Participants are awarded payments based
upon the performance standards established at the beginning of the Plan year.
The Subcommittee utilizes key financial data, including book value per share,
earnings per share, return on average equity and the Company's stock price in
determining salary increases.
Payments under the Plan to executive management can be in the form of cash,
stock options or restricted stock grants.
Long-Term Incentives
The 1994 Stock Option Plan ("Option Plan") and the RRP provide
for long-term incentive designed to align a portion of the Executive
Compensation Program with shareholder value and interests. During the fiscal
year ending March 31, 1996, certain RRP and Option Plan shares remain unissued.
Under the RRP and Option Plan, shares granted to executive management vest
equally over a five year period. On April 1, 1996, additional RRP shares and
stock options were granted to certain key executives, under the Bonus Plan.
Executive Benefits Plan
In March 1996, the Company established the Deferred Compensation
Plan ("DCP") effective April 1, 1994 for the benefit of a select group of key
personnel (principally executive management), which restores benefits to
eligible executives lost as a result of limitations under Section 401(a)(17) of
the Internal Revenue Code of 1996 as amended (the Code), with respect to
amounts of compensation which may be recognized for retirement plans intended
to satisfy the requirements of Section 401(a) of the Code and equivalent ESOP
related shares resulting from such code limitations and to provide eligible
executives the opportunity to increase their retirement savings by the deferral
of the receipt of compensation. This Plan is not expected to have a
significant cost to the Company.
Conclusion
The Company's Executive Compensation Program continues its
transition to accomplish the objectives of the compensation philosophy
discussed above.
Over the coming year, the Subcommittee will continue to explore
opportunities to enhance the variable aspects of executive compensation,
strengthening the link between total pay and corporate performance.
8
<PAGE> 11
The Subcommittee believes that it is important to maintain a
sound base salary practice for the Company's executives and to pursue plan
designs and practices which drive annual and longer-term performance and align
executives' and shareholders' interests.
<TABLE>
<S> <C>
Executive Compensation Subcommittee Henry M. Luedecke, Chairman
John R. Eppinger
John J. Leahy
</TABLE>
To provide shareholders a concise, comprehensive overview of
compensation awarded, earned or paid in the reporting period, the Summary
Compensation Table has been formulated. The Summary Compensation Table
includes individual compensation information on the Chief Executive Officer and
the other executive officers, for services rendered in all capacities whose
compensation exceeded $100,000 during the year ended March 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------------- Long Term Compensation Awards
Other -------------------------------------------
Year ended Annual Stock Number of All Other
Name and Principal Position March 31, Salary (1) Bonus Compensation (2) Grants (3) Options (4) Compensation (5)
--------------------------- --------- ---------- ----- ---------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis S. Marlo, 1996 $295,000 $46,500 - - - $178,328
President and CEO 1995 248,000 25,000 - $814,094 160,000 21,222
1994 206,731 - - - - 6,456
Robert M.Campbell, Jr., 1996 $145,000 $25,000 - - - $63,979
Executive Vice President 1995 120,000 18,000 - $277,838 55,000 16,525
1994 100,327 - - - - 1,560
Brian M. Hartline, 1996 $115,000 $25,000 - $63,700 10,000 $44,737
Chief Financial Officer(4)(6) 1995 75,000 30,000 - 215,100 40,000 9,883
1994 4,327 - - - - -
Raymond M. Kilargis, 1996 $105,000 $7,500 - - - $45,164
Senior Vice President 1995 100,000 5,000 - $215,100 40,000 12,824
1994 86,700 - - - - 2,601
</TABLE>
- - --------
(1) Includes amounts deferred by the named executive officer pursuant to the
Company's Savings Plan, a non-contributory defined contribution plan which
is intended to qualify under Section 401(k) of the Code and pursuant to
which employees may defer up to 15% of their compensation.
(2) Does not include amounts attributable to miscellaneous benefits received
by executive officers, including the use of Company-owned vehicles. In
the opinion of management of the Company, the costs to the Company of
providing such benefits to any individual executive officer during the
year ended March 31, 1996 did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for the individual. Personal
use of such vehicles is included as taxable income to the executive
officers.
(3) Represents the grant of restricted Common Stock pursuant to the Company's
RRP, which was deemed to have had the indicated value at the date of
grant. Grants made on April 1, 1996 were earned during the fiscal year
ended March 31, 1996 and are thus included in fiscal 1996. The total
number of RRP shares granted in fiscal 1995 to Messrs. Marlo, Campbell,
Hartline and Kilargis had a fair market value of $1,301,180, $444,075,
$343,800 and $343,800, respectively, at March 31, 1996.
(4) Consists of awards granted pursuant to the Company's Option Plan which
vest and are exercisable at the rate of 20% per year from the date of
grant. Options granted to Mr. Hartline on April 1, 1996 were earned
during the fiscal year ended March 31, 1996 and are thus included in
fiscal 1996.
(5) Includes amounts allocated during the year ended March 31, 1996 on behalf
of Messrs. Marlo, Campbell, Hartline and Kilargis pursuant to the DCP of
$134,849, $23,524, $4,714 and $5,604, respectively, and $37,579, $37,555,
$37,723 and $37,460 contributed by the Company on behalf of Mssrs. Marlo,
Campbell, Hartline and Kilargis, respectively, related to the Company's
ESOP.
(6) Mr. Hartline became employed by the Bank and Company in March 1994.
9
<PAGE> 12
The following table discloses the total options granted to the noted
executive during the year ended March 31, 1996.
<TABLE>
<CAPTION> Potential Realizable Value at
% Of Assumed Annual Rates of Stock
Total Price Appreciation for
Number of Options Option Term(4)
Options Granted To Exercise ------------------------------
Name Granted (1) Employee(2) Price(3) Expiration Date 5% 10%
---- ----------- ----------- -------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Dennis S. Marlo - - - - - -
Robert M. Campbell, Jr. - - - - - -
Brian M. Hartline 10,000 22.5% $24.50 April 1, 2006 $154,079 $390,467
Raymond M. Kilargis - - - - - -
</TABLE>
- - ------------
(1) Options were granted on April 1, 1996 and earned for the fiscal year ended
March 31, 1996, pursuant to the Company's Option Plan.
(2) Percentage of options earned by all employees and directors during fiscal
1996 that were granted on April 1, 1996.
(3) The exercise price was based on the closing market price of a share of the
Company's Common Stock on the date of grant.
(4) Assumes compounded rates of return for the remaining life of the options
and future stock prices of $39.90 and $63.55 at compounded rates of return
of 5% and 10%, respectively.
The following table discloses the options exercised during the year ended
March 31, 1996, and held at year-end, by the Chief Executive Officer and the
noted executives:
<TABLE>
<CAPTION> Number of Options at Value of Options at
Shares March 31, 1996 March 31, 1996 (1)
Acquired On Value ------------------------------ -------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dennis S. Marlo - - 32,000 128,000 $286,000 $1,144,000
Robert M. Campbell, Jr. - - 11,000 44,000 $98,313 $393,250
Brian M. Hartline - - 8,000 42,000 $71,500 $286,000
Raymond M. Kilargis - - 8,000 32,000 $71,500 $286,000
</TABLE>
- - --------
(1) Based on a per share market price of $23.88 at March 31, 1996.
10
<PAGE> 13
PERFORMANCE GRAPH
The following graph demonstrates comparison of the cumulative total
returns for the Common Stock of MLF Bancorp, Inc., the SNL Securities $1
Billion to $5 Billion Thrift Asset Size Index and the NASDAQ Stock Market Index
since the Company's initial public offering in August 1994.
[GRAPH]
The above graph represents $100 invested in the Company's initial public
offering of Common Stock issued on August 11, 1994 at $13.50 per share. The
Common Stock commenced trading on the NASDAQ Stock Market on August 11, 1994 at
$16.00 per share.
EMPLOYMENT AGREEMENTS
The Company has entered into agreements with each of Messrs. Marlo,
Campbell, Hartline and Kilargis, whereby the Company has agreed to employ Mr.
Marlo for a term of three years expiring on March 31, 1998 and Messrs.
Campbell, Hartline and Kilargis for terms of two years, expiring on March 31,
1997 in their current respective positions at a salary of $295,000 $145,000,
$115,000 and $105,000, respectively, or at the current annual base salary upon
extension of the contract. The term of each employment agreement shall be
extended for successive like terms upon approval of the Company's Board of
Directors unless the Board of Directors or the officer elects, not less than 30
days prior to the annual anniversary date, not to extend the employment term.
The employment agreements are terminable with or without cause by the
Company or the Bank. The officer shall have no right to compensation or other
benefits pursuant to the employment agreement for any period after voluntary
termination or termination by the Company or Bank for cause, disability,
retirement or death, provided, however that (i) in the event that the officer
terminates his employment because of failure of the Bank to comply with any
material provision of the employment agreement or (ii) the employment agreement
is terminated by the Company or the Bank other than for cause, disability,
retirement or death or by the officer as a result of certain adverse actions
which are taken with respect to the officer's employment following a change in
control of the Company, as defined, Mr. Marlo will be entitled to a cash
severance amount equal to 2.99 times his base salary and Messrs. Campbell,
Hartline and Kilargis will be entitled to a cash severance amount equal to 1.99
times their base salary. In addition, Mr. Marlo will be entitled to a
continuation of benefits similar to those he is receiving at the time of such
termination for the remaining term of the agreement or until the officer
obtains full-time employment with another employer.
A Change in Control is generally defined in the employment agreement to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 25% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any two-year period without the
approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
Each employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Code, then such payments and benefits received thereunder shall be
reduced, in the manner determined by the employee, by the amount, if any, which
is the minimum necessary to result in no portion of the payments and benefits
being non-deductible by the Company or the Bank for federal income tax
purposes. Excess parachute payments generally are payments in excess of three
times the base amount, which is defined to mean the
11
<PAGE> 14
recipient's average annual compensation from the employer includable in the
recipient's gross income during the most recent five taxable years ending
before the date on which a change in control of the employer occurred.
Recipients of excess parachute payments are subject to a 20% excise tax on the
amount by which such payments exceed the base amount, in addition to regular
income taxes, and payments in excess of the base amount are not deductible by
the employer as compensation expense for federal income tax purposes.
Mr. Marlo's agreement provides that he will be entitled to the use of an
automobile (reimbursable to the Company or the Bank for personal use), the
payment of individual club dues at one club and his spouse will be covered
under the Bank's health insurance plan during the term of the agreement. In
addition, in the event of Mr. Marlo's death during the term of the agreement,
his estate will receive a payment equal to two times his annual salary and his
spouse shall be covered under the Bank's health insurance plan until age 65.
Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management of the Company
does not believe that the terms thereof would have a significant anti-takeover
effect.
BENEFITS
Retirement Plan. The Company has a defined benefit pension plan
("Retirement Plan") for those full time employees who have attained the age of
21 years and had completed one year of service prior to August 1, 1994 with the
Company or the Bank. Employees hired by the Bank or Company after July 31,
1993 are not currently eligible to participate in the Retirement Plan. In
general, the Retirement Plan provides for annual benefits payable monthly upon
retirement based on years of service and average compensation during the years
of plan participation.
Under the Retirement Plan, an employee's benefits are always fully
vested. The normal retirement age is 65. The Retirement Plan provides for an
early retirement option with reduced benefits for participants who are age 45
and who have five years of service. During the year ended March 31, 1996, the
Company's pension expense under the Retirement Plan amounted to $16,000.
The following table illustrates annual pension benefits for retirement
at age 65 in 1995 under various levels of compensation and years of service.
The figures in the table assume that the Retirement Plan continues in its
present form and that the participants elect to receive the annuity under the
normal form of the Plan (Life Annuity with 120 payments guaranteed).
<TABLE>
<CAPTION>
Average 15 Years 20 Years 25 Years 30 Years 35 Years
Annual of of of of of
Compensation Service Service Service Service Service
- - ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$80,000 $21,975 $29,300 $36,625 $43,950 $51,275
90,000 24,975 33,300 41,625 49,950 58,275
100,000 27,975 37,300 46,625 55,950 65,275
110,000 30,975 41,300 51,625 61,950 72,275
120,000 33,975 45,300 56,625 67,950 79,275
140,000 39,975 53,300 66,625 79,950 93,275
150,000 42,975 57,300 71,625 85,950 100,275
</TABLE>
The maximum annual compensation which may be taken into account under
the Code (as adjusted from time to time by the Internal Revenue Service) for
calculating contributions under qualified defined benefit plans currently is
$150,000 and the maximum annual benefit permitted under such plans currently is
$120,000.
At March 31, 1996, Messrs. Marlo, Campbell and Kilargis had six, three
and four years, respectively, of credited service under the Retirement Plan.
Effective August 1, 1994, the Company ceased accepting new participants into
the Retirement Plan. Participants in the Retirement Plan prior to this date
continue to earn benefits.
Savings Plan. The Company maintains a Savings Plan for the benefit of
full time regular employees who have been employed for at least one year. The
Savings Plan is a defined contribution plan which is intended to qualify under
Section 401(k) of the Code. Participants may contribute to the Savings Plan by
salary reduction up to 15% of annual compensation for the year. Such
contributions defer the employee's earnings up to a maximum of $9,240 in each
plan year, indexed annually. All contributions to the Savings Plan are
immediately vested. All funds contributed to the Savings Plan are held in a
trust fund, which are invested at the direction of the employee in several
funds with various investment objectives. During the fiscal year ended March
31, 1996, the Company's Common Stock was added as an additional investment
option.
12
<PAGE> 15
Employee Stock Ownership Plan and Trust. The Company has established an
ESOP for employees of the Company and the Bank. Full-time employees of the
Company and the Bank who have completed one year of service and who have been
credited with at least 1,000 hours of service during a twelve month period and
who have attained age 21 are eligible to participate in the ESOP.
The ESOP borrowed funds from the Company to purchase 7% of the Common
Stock issued in the Company's initial issuance of common stock. The loan to
the ESOP will be repaid principally from the Company's and the Bank's
contributions to the ESOP over a period of 10 years, and the collateral for the
loan will be the Common Stock purchased by the ESOP. The interest rate for the
ESOP loan is the prime rate. The Company may, in any plan year, make
additional discretionary contributions for the benefit of plan participants in
either cash or shares of Common Stock, which may be acquired through the
purchase of outstanding shares in the open market or from individual
stockholders, upon the original issuance of additional shares by the Company or
upon the sale of treasury shares by the Company. Such purchases, if made,
would be funded through additional borrowing by the ESOP or additional
contributions from the Company. The timing, amount and manner of future
contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments are
made. Discretionary contributions, if any, to the ESOP and shares released
from the suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have
contributed to the ESOP. Participants will vest in their right to receive their
account balances within the ESOP at the rate of 20 percent per year, starting
with completion of their third year of service. In the case of a "change in
control," as defined, however, participants will become immediately fully
vested in their account balances. Benefits may be payable upon retirement,
early retirement, disability or separation from service. The Company's
contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated.
Under the terms of the ESOP, the Trustee must vote all allocated shares
in accordance with the instructions of the participating employees, and vote
allocated shares for which employees do not give instructions and unallocated
shares in accordance with the instructions of the ESOP Committee comprised of
Messrs. Eppinger, Marlo and Hartline.
The ESOP is subject to the requirements of ERISA and the regulations of
the IRS and the Department of Labor thereunder.
The Company's Board of Directors has adopted a DCP to restore retirement
benefits that executives lose due to the Internal Revenue Code limitation on
compensation a tax-qualified retirement plans, such as the ESOP and Pension
Plan. For the years ending March 31, 1995 and 1996, the limitation is
$150,000. Currently, Messrs. Marlo, Campbell, Hartline and Kilargis
participate in the DCP.
The DCP provides that each affected executive shall receive an annual
allocation of stock units representing shares of the Company's Common Stock
equal to the difference between the annual allocation of shares that would have
been made to him or her in the ESOP without regard to the dollar limitation,
minus the number of shares actually allocated to the executive's ESOP account
in a particular year. The total number of shares allocated under the DCP at
March 31, 1996 is 4,403.
In addition, the DCP provides a lump sum dollar accrual for each year
equal to the difference between the value of the Pension Plan benefit which
would have been earned without regard to the dollar limitation and the value of
the accrual actually earned. The cumulative accrual amount to be allocated to
the participants at March 31, 1996 is $169,000.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Financial Institutions Reform Recovery and Enforcement Act of 1989
("FIRREA") requires that all loans or extensions of credit by the bank to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features.
The Company's policy provides that all loans made by the Bank to its
directors and executive officers are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectability or
present other unfavorable features. As of March 31, 1996, The Company's
directors and executive officers had aggregate loan balances in excess of
$60,000, which amounted to $433,000 in the aggregate, or 0.31% of the Company's
equity as of such date. The Bank believes that such loans do not involve more
than the normal risk of collectability.
13
<PAGE> 16
Set forth below is certain information as of March 31, 1996 relating to
loans which exceeded $60,000 and which were made on preferential terms to
directors of the Company. All the loans are secured by the borrower's
principal residence. The table does not include loans which have been made on
the same terms, including interest rates and collateral, as those made to
non-affiliated parties and which in the opinion of management do not involve
more than the normal risk of repayment or present other unfavorable features.
All of the loans presented below were performing in accordance with their terms
as of March 31, 1996.
<TABLE>
<CAPTION>
Year Largest Balance
Type of Loan During April 1, 1995 Balance at Interest Rate at
Name Loan Made to March 31, 1996 March 31, 1996 March 31, 1996
---- ---- ---- ----------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
John R. Eppinger
Chairman Mortgage 1987 $155,459 $143,797 5.25%
David B. Hastings
Director Mortgage 1982 $98,509 $94,895 5.25%
</TABLE>
The Company intends that all transactions in the future between the
Company and its executive officers, directors, holders of 10% or more of the
shares of any class of its common stock and affiliates thereof, will contain
terms no less favorable to the Company than could have been obtained by it in
arm's-length negotiations with unaffiliated persons and will be approved by a
majority of independent outside directors of the Company not having any
interest in the transaction.
PROPOSAL 2 -- PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE CORPORATE TITLE
The Board of Directors has adopted an amendment to the Company's
Articles of Incorporation to change the corporate title of the Company to "ML
Bancorp, Inc." The Board believes that the name change will enable the public
to better associate the Company's name with that of its subsidiary, Main Line
Bank, and more accurately reflect the wide range of financial services offered
by the Bank.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE CORPORATE NAME.
PROPOSAL 3 -- RATIFICATION OF KPMG PEAT MARWICK L.L.P. AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Company has appointed KPMG Peat Marwick
L.L.P., independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending March 31, 1997, and further
directed that the selection of auditors be submitted for ratification by the
stockholders at the Annual Meeting.
The Company has been advised by KPMG Peat Marwick L.L.P. that neither
that firm nor any of its associates has any relationship with the Company or
its subsidiaries other than the usual relationship that exists between
independent certified public accountants and clients. KPMG Peat Marwick L.L.P.
will have one or more representatives at the Annual Meeting who will have an
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK L.L.P. AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 31, 1997.
14
<PAGE> 17
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in July 1997, must be received at
the principal executive offices of the Company, Two Aldwyn Center, Lancaster
Avenue and Route 320, Villanova, Pennsylvania 19085, Attention: Brian M.
Hartline, Treasurer and Secretary, no later than February 14, 1997. If such
proposal is in compliance with all of the requirements of Rule 14a-8 under the
1934 Act, it will be included in the proxy statement and set forth on the form
of proxy issued for such annual meeting of stockholders. It is urged that any
such proposals be sent certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article 10.D of the Company's
Articles of Incorporation, which provides that business at an annual meeting of
stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the mailing of the proxy materials by the Company for the
immediately preceding annual meeting.
A stockholder's notice must set forth as to each matter the stockholder
proposes to bring before an annual meeting (a) a brief description of the
business desired to be brought before the annual meeting, (b) the name and
address, as they appear on the Company's books, of the stockholder proposing
such business and, to the extent known, any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of shares
of Common Stock of the Company which are beneficially owned by the stockholder
and, to the extent know, by any other stockholders known by such stockholder to
be supporting such proposal, and (d) any material interest of the stockholder
in such business.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
March 31, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
shareholder, without charge, a copy of the Company's Annual Report on Form 10-K
for the year ended March 31, 1996 required to be filed with the Securities and
Exchange Commission under the 1934 Act. Such written requests should be
directed to Brian M. Hartline, Secretary, MLF Bancorp, Inc., Two Aldwyn Center,
Lancaster Avenue and Route 320, Villanova, PA 19085. The Form 10-K is not part
of the proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that the proxies solicited hereby will be voted with respect to those
other matters in accordance with the judgment of the persons voting the
proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
15
<PAGE> 18
REVOCABLE PROXY
MLF BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MLF
BANCORP, INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JULY 26, 1996 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of May 31, 1996,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
The Desmond Great Valley Hotel and Conference Center, One Liberty Boulevard,
Malvern, PA 19355, on July 26, 1996 at 10:00 A.M., Eastern Time, and at any
adjournment of said meeting, and thereat to act with respect to all votes that
the undersigned would be entitled to cast, if then personally present, as
follows:
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEE TO THE BOARD OF DIRECTORS, FOR PROPOSALS 2 AND 3 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
-------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 19
Please mark
your votes as / X /
indicated in
this example
1. ELECTION OF DIRECTOR Nominee for four-year term: John R. Eppingor
FOR nominee WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for nominee
to the contrary) listed to the right
/ / / /
2. PROPOSAL to amend the Company's Article of Incorporation to change the
corporate title to "ML Bancorp, Inc."
FOR AGAINST ABSTAIN
/ / / / / /
3. PROPOSAL to ratify the appointment of KPMG Peat Marwick L.L.P. as the
Company's independent auditors for the fiscal year ending March 31, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign this exactly as your name(s) appear(s) on this proxy. When signing
in a representative capacity, please give title. When shares are held jointly,
only one holder need sign.
Dated: , 1996
-----------------------------------------
- - -------------------------------------------------------
Signature
- - -------------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
