<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:
/ / PRELIMINARY PROXY STATEMENT
/X/ 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)
MLF BANCORP, INC.
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): (PREVIOUSLY PAID BY WIRE
TRANSFER)
/ / $125 PER EXCHANGE ACT RULE 0-11(c)(1)(ii), 14a-6(i)(1), OR
14a-6(i)(2).
/ / $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14a-6(i)(3).
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14a-6(i)(4) AND
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION
APPLIES:
----------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
--------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION
COMPUTED PURSUANT TO EXCHANGE ACT RULE 0-11: 1/
--------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
--------------------------------------------------------------
/X/ 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:
---------------------------------------------------
- ------------------
1/ SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE
HOW IT WAS DETERMINED.
<PAGE> 2
[MLF BANCORP LETTERHEAD]
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,
/s/ JOHN R. EPPINGER
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
/s/ BRIAN M HARTLINE
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 408,388(2) 6.5%
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,
408,388 shares held in the Trust were unallocated, and 100,778 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; Retired 1996. 1988
Formerly Operations Vice
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 (effective April 1, 1996) 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 include the Chief
Executive Officer. 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 ($3,000 for the Company and
$6,000 for the Bank) ($18,000 for the Chairman of the Board ($6,000 for the
Company and $12,000 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 the 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 and Chief Lending Officer 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.
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.
HUMAN RESOURCES AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Subcommittee ("Subcommittee") of the
Human Resources and Compensation Committee ("Committee") of the Board of
Directors determines compensation for executive officers. During the fiscal
year ended March 31, 1996, the members of the subcommittee were Messrs. Henry
M. Luedecke (Chairman), John R. Eppinger and John J. Leahy. Mr. Eppinger was a
former executive officer of the Bank. The report of the 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 HUMAN RESOURCES AND COMPENSATION COMMITTEE
Function and Composition of Human Resources and Compensation Committee
The function of the 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 Subcommittee is 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 a 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 institutions, geographic
areas and operating performance. 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.
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.
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 March 29, 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. The DCP is not expected to have a material
effect on the Company's financial statements.
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.
Executive Compensation Subcommittee Henry M. Luedecke, Chairman
John R. Eppinger
John J. Leahy
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 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 - $62,075 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. 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.
(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
Chief Executive Officer and noted executives 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(3)
Options Granted To Exercise -----------------------------------
Name Granted Employee(1) Price(2) Expiration Date 5% 10%
---- ------- ----------- -------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Dennis S. Marlo - - - - - -
Robert M. Campbell, Jr. - - - - - -
Brian M. Hartline 10,000 22.0% $23.88 March 29, 2006 $150,149 $380,506
Raymond M. Kilargis - - - - - -
</TABLE>
- -------------
(1) Percentage of options earned by all employees and directors during
fiscal 1996.
(2) The exercise price was based on the closing market price of a
share of the Company's Common Stock on the date of grant.
(3) Assumes compounded rates of return for the remaining life of the
options and future stock prices of $38.89 and $61.93 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.
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.
MLF Bancorp, Inc.
Data Points for Stock Performance Chart
<TABLE>
<CAPTION>
ALL NASDAQ
MLFB Stocks SNL Index
<S> <C> <C> <C>
08/11/94 $100.00 $100.00 $100.00
09/30/94 117.59 103.75 98.98
12/31/94 100.00 102.56 88.42
03/31/95 118.52 112.02 100.45
06/30/95 121.06 127.85 112.06
09/30/95 146.33 143.28 132.19
12/31/95 141.70 144.94 138.49
03/31/96 153.08 151.81 143.06
</TABLE>
10
<PAGE> 13
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 Bank has entered into agreements with each of Messrs. Marlo,
Campbell, Hartline and Kilargis, whereby the Bank has agreed to employ Mr.
Marlo for a term of three years and Messrs. Campbell, Hartline and Kilargis for
terms of two years, in their current respective positions at base salaries of
$300,000 $150,000, $140,000 and $110,000, respectively, or at the current
annual base salary upon extension of the contract. The term of each employment
agreement shall be extended on each annual anniversary date for an additional
one year upon approval of the Bank'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 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 Bank for cause, disability, retirement or death (except
in the case of Mr. Marlo, as set forth below), 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 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 three times that portion of his
base salary paid by the Bank 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 he 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 "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 Bank for federal income tax purposes. Parachute
payments generally are payments in excess of three times the base amount, which
is defined to mean the 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 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 over a
period of 24 months. In the event of termination for disability or retirement,
Mr. Marlo and his spouse shall be covered under the Bank's health insurance
plan until age 66.
The Company has also entered into an employment agreement with Mr.
Marlo to serve as President and Chief Executive Officer on terms substantially
similar to the agreement entered into between Mr. Marlo and the Bank, except as
provided below. Mr. Marlo's compensation, benefits and expenses are paid by
the Company and the Bank in the same proportion as the time and services
actually expended by Mr. Marlo on behalf of each company. The agreement with
the Company provides that severance payments to Mr. Marlo upon a change of
control shall be equal to three times that portion of his base salary paid by
the Company plus the amounts not able to be paid by the Bank because of Section
280G of the Code, and the amounts payable by the Company are not subject to
reduction as are the amounts payable by the Bank. In addition, Mr. Marlo's
agreement with the Company provides that the Company shall reimburse Mr. Marlo
for any resulting excise taxes payable by Mr. Marlo, plus such additional
amount as may be necessary to compensate Mr. Marlo for his payment of state and
federal income and excise taxes on the additional payments.
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.
11
<PAGE> 14
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.
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.
12
<PAGE> 15
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.
Deferred Compensation Plan. 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.
Set forth below is certain information as of March 31, 1996
relating to loans which exceeded $60,000 and were made to directors of the
Company. Both loans were made on preferential terms by the Company prior to
the adoption of FIRREA. 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.
13
<PAGE> 16
<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 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 principal 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, 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 known, 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
<TABLE>
<S> <C>
1. ELECTION OF DIRECTOR Nominee for four-year term: John R. Eppinger
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 Articles 3. PROPOSAL to ratify the appointment of KPMG Peat
of Incorporation to change the corporate Marwick L.L.P. as the Company's independent auditors
title to "ML Bancorp, Inc." for the fiscal year ending March 31, 1997.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / /
</TABLE>
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 --
