[Letterhead]
October 31, 1996
To Our Stockholders:
On behalf of the Board of Directors and management of Lakeview Financial
Corp. (the "Company"), I cordially invite you to attend the 1996 Annual Meeting
of Stockholders to be held at The Robin Hood Inn located at 1129 Valley Road,
Clifton, New Jersey 07013 on Tuesday, November 26, 1996 at 10:00 a.m., Eastern
time. The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Meeting. During the Meeting, I will also
report on the operations of the Company. Directors and officers of the Company,
as well as representatives of KPMG Peat Marwick LLP, the Company's independent
public accountant, will be present to respond to any questions stockholders may
have.
Whether or not you plan to attend the Annual Meeting, please sign and date
the enclosed Proxy Card and return it in the accompanying postage-paid return
envelope as promptly as possible. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
Kevin J. Coogan
President and Chief Executive Officer
<PAGE>
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07503
(201) 742-3060
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 26, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Lakeview Financial Corp. (the "Company"), will be held at The
Robin Hood Inn, 1129 Valley Road, Clifton, New Jersey 07013 on November 26,
1996, at 10:00 a.m., Eastern time. The Meeting is for the purpose of considering
and acting upon the following matters:
1. The election of two directors of the Company; and
2. Such other matters as may properly come before the Meeting or any
adjournments thereof. The Board of Directors is not aware of any
other business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Stockholders of
record at the close of business on October 15, 1996, are the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
HELEN SACO
SECRETARY
Paterson, New Jersey
October 31, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07503
(201) 742-3060
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 26, 1996
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lakeview Financial Corp. (the "Company") to
be used at the 1996 Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at The Robin Hood Inn, 1129 Valley Road, Clifton,
New Jersey on November 26, 1996, 10:00 a.m. local time. The accompanying Notice
of Meeting and this Proxy Statement are being first mailed to stockholders on or
about October 31, 1996.
At the Meeting, stockholders will consider and vote upon (i) the election
of two directors, and (ii) such other matters as may properly come before the
Meeting or any adjournments thereof. The Board of Directors of the Company knows
of no additional matters that will be presented for consideration at the
Meeting. Execution of a proxy, however, confers on the designated proxy holder
discretionary authority to vote the shares represented by such proxy in
accordance with their best judgment on such other business, if any, that may
properly come before the Meeting or any adjournment thereof.
Voting and Revocability of Proxies
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where no instructions are indicated, signed
proxies will be voted "FOR" the nominees for directors set forth below. The
proxy confers discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the nominee is unable
to serve, or for good cause will not serve, and matters, incident to the conduct
or the Meeting.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on October 15, 1996
("Voting Record Date"), are entitled to one vote for each share of Common Stock
then held. As of October 15, 1996, the Company had 2,265,704 shares of Common
Stock issued and outstanding.
<PAGE>
The Certificate of Incorporation ("Certificate") of the Company provides
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit and that voting rights may, in certain situations, be reduced below
the limit. Beneficial ownership is determined pursuant to Rule 13d-3 of the
General Rules and Regulations promulgated pursuant to the Securities Exchange
Act of 1934, as amended, ("1934 Act"), and includes shares beneficially owned by
such person or any of his or her affiliates (as defined in the certificate of
incorporation) and shares which such person or his or her affiliates have the
right to acquire upon the exercise of conversion rights or options and shares as
to which such person and his or her affiliates have or share investment or
voting power, but shall not include shares beneficially owned by directors,
officers and employees of the Company or its subsidiaries, or shares that are
subject to a revocable proxy and that are not otherwise beneficially owned, or
deemed by the Company to be beneficially owned, by such person or his or her
affiliates.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event that there are not sufficient votes present for a quorum,
or to ratify any proposal at the time of the Meeting, the Meeting may be
adjourned in order to permit the further solicitation of proxies.
As to the election of directors (Proposal I), the proxy card being
provided by the Board of Directors enables a stockholder to vote for the
election of the nominees proposed by the Board, or to withhold authority to vote
for one or more of the nominees being proposed. Under New Jersey law and the
Company's Certificate of Incorporation and the Bylaws, directors are elected by
a plurality of votes cast, without regard to either (i) broker non-votes, or
(ii) proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
The Board is not aware of any other business to come before the Meeting.
If there are other matters that may properly come before the Meeting, by
checking the appropriate box, a stockholder may: (i) vote "FOR" the item, (ii)
vote "AGAINST" the item or (iii) vote to "ABSTAIN" on such item. Under the
Company's Certificate of Incorporation and Bylaws, unless otherwise required by
law, all such other matters shall be determined by a majority of votes cast
affirmatively or negatively without regard to (a) broker non-votes, or (b)
proxies marked "ABSTAIN" as to that matter.
Persons and groups owning in excess of five percent of the Common Stock
are required to file certain reports with the Securities and Exchange Commission
(the "Commission") regarding such ownership pursuant to the 1934 Act. The
following table sets forth, as of the Voting Record Date, persons or groups who
own more than 5% of the Common Stock and the ownership of all executive officers
and directors of the Company as a group. Other than as noted below, management
knows of no person or group who owns more than 5% of the outstanding shares of
Common Stock at the Voting Record Date.
2
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- ------------------
<S> <C> <C>
Lakeview Savings Bank Employee 181,954 (1) 8.03%
Stock Ownership Plan ("ESOP")
989 McBride Avenue
West Paterson, New Jersey 07424
FMR Corp.
82 Devonshire Street
Boston, MA 02109-3614 183,260 (2) 8.09%
Kevin J. Coogan, President
and Chief Executive Officer 261,722 (3) 10.99%
989 McBride Avenue
West Paterson, New Jersey 07424
All Directors and Executive Officers
as a Group (9 persons) 754,062 (4) 28.42%
</TABLE>
- -------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of ESOP
participants with funds borrowed from a third-party lender. For further
information with respect to voting and investment power regarding shares
held by the ESOP, see "Proposal I - Information with Respect to Nominees
for Directors; Directors Whose Terms Continue and Executive Officers."
(2) As reported in a Schedule 13G dated February 14, 1996, filed with the
Commission by FMR Corp. ("FMR"). FMR is an investment advisor and is deemed
the beneficial owner of the Company's Common Stock owned by its numerous
investment counseling clients.
(3) Includes 139,977 shares over which Mr. Coogan has sole voting and
dispositive power, and 4,983 over which he holds joint voting and
dispositive power with his wife. Also includes 116,762 shares which may be
purchased through the exercise of stock options.
(4) Includes stock options to purchase 387,410 shares of Common Stock which are
exercisable within 60 days of the Voting Record Date. Also includes 20,395
shares of Common Stock held by the ESOP which are allocated to executive
officers. Excludes shares which are unallocated to participating employees.
For further information, see Proposal I - "Information with Respect to
Nominees for Directors; Directors Whose Terms Continue and Executive
Officers."
3
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
The Common Stock of the Company is registered pursuant to Section 12(g) of
the 1934 Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4 and 5 with the Commission disclosing changes in
beneficial ownership of the Common Stock. Based on the Company's review of such
ownership reports, no officer, director or 10% beneficial owner of the Company
failed to file such ownership reports on a timely basis for the fiscal year
ended July 31, 1996.
Proposal I -- Information with Respect to Nominees for Directors;
Directors Whose Terms Continue and Executive Officers
Election of Directors
The Company's Board of Directors is presently composed of seven (7)
members who are elected for terms of three years, approximately one-third of
whom are to be elected annually in accordance with the Bylaws of the Company.
The Bylaws of the Company require that approximately one-third of the directors
stand for election each year. At this Meeting, two persons will stand for
election. The Board of Directors has nominated Leo J. Costello, and Leo J. Dean
for election as directors for three year terms. Currently, Mr. Costello is the
Chairman of Board and Mr. Dean is a director of the Company.
It is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees. If any nominee is unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time, the Board knows of no reason why any nominee might be unavailable to
serve.
The following table sets forth each nominee and each continuing director's
name, age, the year he first became a director of the Company or of the
Company's wholly-owned subsidiary, Lakeview Savings Bank (the "Savings Bank"),
the year in which such term will expire and the number of shares and percentage
of the Common Stock beneficially owned. The following table also sets forth, for
all executive officers and directors as a group and for each executive officer
listed in the Summary Compensation Table under the caption "Executive
Compensation," the number of shares and the percentage of the Common Stock
beneficially owned.
4
<PAGE>
<TABLE>
<CAPTION>
Common Stock Beneficially
Owned (2)
--------------------------
Year First
Elected Term to
Name Age(1) Director Expire Shares % of Class
- ---- ------ ----------- ------- ---------- ------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 1999
<S> <C> <C> <C> <C> <C>
Leo J. Costello 71 1955 1999 80,284(3) 3.46%
Leo J. Dean 80 1981 1999 71,339(4) 3.09
DIRECTORS CONTINUING IN OFFICE
Robert J. Davenport 58 1994 1997 15,400(5) .68
Dennis D. Pedra 43 1994 1997 33,310(6) 1.46
Kevin J. Coogan 47 1986 1998 261,722(7) 10.99
Michael R. Rowe 46 1987 1998 83,153(8) 3.60
Vincent A. Scola 61 1995 1998 20,930(9) .92
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Kevin M. McCloskey 38 N/A N/A 94,420(10) 4.09
Anthony G. Gallo 43 N/A N/A 93,504(11) 4.05
All directors and executive
officers of the Company
as a group (9 persons) 754,062(12) 28.42%
</TABLE>
- --------------------
(1) At July 31, 1996.
(2) As of October 15, 1996, (Voting Record Date). Individual has sole voting
and disposition power over shares unless otherwise noted.
(3) Includes 53,280 shares which may be purchased through the exercise of stock
options and includes 4,931 shares over which Mr. Costello has shared voting
and investment power as co-trustee of the Lakeview Savings Bank Pension
Plan.
(4) Includes 44,496 shares which may be purchased through the exercise of stock
options and 9,075 shares which he holds in joint ownership with his wife.
(5) Includes 14,300 shares which may be purchased through the exercise of stock
options.
(6) Includes 14,300 shares which may be purchased through the exercise of stock
options and 1,100 shares which he holds in joint ownership with his wife.
(7) Includes 139,977 shares over which Mr. Coogan has sole voting and
dispositive power and 4,983 shares over which he holds in joint ownership
with his wife. Also includes 116,762 shares which may be purchased through
the exercise of stock options.
(8) Includes 44,496 shares which may be purchased through the exercise of stock
options.
(9) Includes 14,300 shares which may be purchased through the exercise of stock
options and 4,210 shares which he holds in joint ownership with his wife.
(10) Includes 51,319 shares over which Mr. McCloskey has sole voting and
investment power, 363 shares over which Mr. McCloskey has beneficial
ownership, and 42,738 shares which may be purchased through the exercise of
stock options.
(11) Includes 42,871 shares over which Mr. Gallo has sole voting and dispositive
power, 2,964 shares over which he exercises shared voting and dispositive
power with his spouse, and 42,738 shares which may be purchased through the
exercise of stock options. Also, includes 4,931 shares over which Mr. Gallo
has shared voting and dispositive power as a co-trustee of the Lakeview
Savings Bank Pension Plan.
(12) Includes 387,410 shares which may be purchased through the exercise of
stock options. Also includes 20,395 shares of Common Stock held by the
Savings Bank's Employee Stock Ownership Plan ("ESOP") and allocated to
executive officers. Excludes shares which are unallocated to participating
employees (181,954 shares). Unallocated shares and shares for which no
voting directions are received are voted by the ESOP trustee. A committee
of the Board of Directors of the Savings Bank consisting of Directors
Costello, Dean and Rowe directs the plan trustee on how to vote these
unallocated and non-directed shares (see "-- Other Benefits - Employee
Stock Ownership Plan"). Once allocated to participant accounts, such Common
Stock will be voted by the plan trustee as directed by the plan participant
as the beneficial owner of such Common Stock. The plan trustee acts as
fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). The individuals serving on the Board's ESOP
Committee and Trustee Committee disclaim beneficial ownership of stock held
under the ESOP.
5
<PAGE>
Biographical Information
The principal occupation during the past five years of each nominee and
director of the Company is set forth below.
Kevin J. Coogan has been the President and Chief Executive Officer of the
Savings Bank since 1986. Mr. Coogan began his service as an officer with the
Savings Bank in 1982. Mr. Coogan has served as a director since 1987.
Leo J. Costello has been a director of the Savings Bank since 1955 and was
the President and Chief Executive Officer of the Savings Bank between 1959 and
1986. Mr. Costello has served as the Chairman of the Board since 1986.
Robert J. Davenport currently serves as the Executive Director of the
Passaic Valley Sewerage Commissioners, a public company. He has been employed by
the Passaic Valley Sewerage Commissioners since 1972.
Leo J. Dean has been a director of the Savings Bank since 1981. He is the
retired owner of an automotive parts and service business and has also worked
with civic organizations.
Dennis D. Pedra since 1991 has acted as the President and CEO of N.E.
Restaurant Co. located in Randolph, Massachusetts, a 30 unit restaurant company.
Mr. Pedra was previously employed by Uno Concepts Inc., as President from 1984
through 1991.
Michael R. Rowe has served as a director of the Savings Bank since 1987.
Mr. Rowe was recently named President of the New Jersey Nets. Prior to this
position Mr. Rowe served as the General Manager of the New Jersey Sports and
Exhibition Authority, which properties include Giant Stadium, the Meadowlands
Arena and Racetrack.
Vincent A. Scola was appointed to the Board of Directors in January 1995.
Mr. Scola retired from his position as Senior Vice President of First Fidelity
Bank, Newark, New Jersey in 1994.
Nominations for Directors
Nominations of candidates for election as directors at any annual meeting
of stockholders may be made (a) by, or at the direction of, a majority of the
board of directors or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth in
the Certificate may be eligible for election as directors at an annual meeting.
Nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary of
the Company. To be timely, a stockholder's notice shall 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 immediately preceding annual
meeting of stockholders of the Company. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the number of
shares of Common Stock that are beneficially owned (as defined in the
Certificate) by such person on the date of such stockholder notice, and (iv) any
other information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to the 1934 Act, including, but not
6
<PAGE>
limited to, information which would be required to be filed with the Commission;
and (b) as to the stockholder giving the notice (i) the name and address, as
they appear on the Company's books, of such stockholder and any other
stockholders known by such stockholder to be supporting such nominees and (ii)
the number of shares of Common Stock that are beneficially owned by such
stockholder on the date of such stockholder notice and, to the extent known, by
any other stockholders known by such stockholder to be supporting such nominees
on the date of such stockholder notice. At the request of the board of
directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting must furnish to the Secretary of the
Company that information required to be set forth in a stockholder's notice of
nomination that pertains to the nominee.
The Board or a committee of the Board may reject any nomination by a
stockholder not timely made in accordance with the requirements of the
Certificate. A stockholder may be given the opportunity to correct a notice not
meeting the requirements of the Certificate as provided in the Certificate.
Notwithstanding the procedures set forth in the Certificate, if neither the
Board nor such committee makes a determination as to the validity of any
nominations by a stockholder, the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the nomination was made in
accordance with the terms of the Certificate. If the presiding officer
determines that a nomination or proposal was made in accordance with the terms
of the Certificate, such officer shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to such nominee or
proposal. If the presiding officer determines that a nomination or proposal was
not made in accordance with the terms of the Certificate, such officer shall so
declare at the annual meeting and the defective nomination or proposal shall be
disregarded.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings of
the Board, Board committees and committees of the Savings Bank. During the
fiscal year ended July 31, 1996, the Board of Directors of the Company held 12
regular meetings and five special meetings. No director attended fewer than 75%
of the total meetings of the Board of Directors of the Company and the Savings
Bank and committees on which such director served during the fiscal year ended
July 31, 1996.
The Personnel and Salary Committee of the Company and the Savings Bank
consists of Leo J. Dean - Chairman, and Directors Pedra and Rowe. The committee
meets monthly to review the performance of the Savings Bank's officers and
employees, and to determine compensation programs and adjustments. The
Compensation Committee met once during fiscal 1996 to consider compensation.
The Audit and Control Committee of the Company and the Savings Bank
consists of Michael R. Rowe - Chairman, and Directors Davenport and Scola. The
Audit Committee reviews the actions and reports of the internal audit
department, and the independent auditor. The Committee also provides direction
to the internal auditor. The Committee meets quarterly. The committee held four
meetings during the year ended July 31, 1996.
The Company has no standing nominating committee and the entire Board of
Directors acts as a Nominating Committee. The Board of Directors met once in its
capacity as a nominating committee during the fiscal year ended July 31, 1996.
7
<PAGE>
Director Compensation
Directors' Fees. During the fiscal year ended July 31, 1996, each member
of the Board of Directors of the Company received $500 per meeting upon
attendance. Members of the Board of Directors of the Savings Bank receive an
annual retainer of $15,000. The Chairman of the Board of the Savings Bank
received an annual retainer fee of $27,500. No additional fees are paid for
committee meetings. Directors emeritus receive a fee of $5,000 per year. For the
year ended July 31, 1996, the Company paid a total of $152,753 in directors'
fees.
Stock Options. Directors of the Company are awarded options pursuant to the
1993 Stock Option Plans. See "- Other Benefits - Stock Option Plans."
Executive Compensation
Summary Compensation Table. The following table sets forth for the fiscal
years ended July 31, 1996, 1995, and 1994, the cash compensation paid by the
Company and the Savings Bank to the chief executive officer of the Company and
of the Savings Bank and to any executive officer receiving cash compensation in
excess of $100,000.
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------
Long Term Compensation
Awards
---------------------------
Restricted Securities
Name and Principal Fiscal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation(1) Awards$(2) Options (#)(3) Compensation(4)
------------------ ------- -------- -------- --------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kevin J. Coogan 1996 $270,000 $ 50,000 -- $ -- 7,700 $116,736 (5)
President, Chief Executive 1995 250,000 50,000 -- -- 6,050 37,352 (6)
Officer, and Director 1994 208,987 33,864 -- 595,320 103,012 45,345 (7)
Kevin M. McCloskey 1996 133,000 25,000 -- -- 7,700 69,848 (5)
Vice President and 1995 125,000 25,000 -- -- 6,050 37,352 (6)
Chief Operating Officer 1994 104,511 17,140 -- 148,830 28,988 23,390 (7)
Anthony G. Gallo 1996 122,000 25,000 -- -- 7,700 65,440 (5)
Vice President and 1995 115,016 25,000 -- -- 6,050 34,866 (6)
Chief Financial Officer 1994 94,475 15,578 -- 148,830 28,988 21,100 (7)
</TABLE>
- -----------------------
(1) Except as otherwise disclosed, for fiscal years 1996, 1995 and 1994, there
were no (a) prerequisites over the lesser of $50,000 or 10% of any of such
executive officers' total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement
of maturation; (d) tax payment reimbursement; or (e) preferential
discounts on stock.
(2) Represents awards of Common Stock under the Management Stock Bonus Plans
("MSBP") based upon the value of such stock of $10.00 per share as of the
date of such award. Dividends received on the MSBPs shares are distributed
annually. At July 31, 1996, the MSBP Trust held shares of Common Stock
subject to forfeiture for the benefit of Messrs. Coogan, McCloskey, and
Gallo with a fair market value of $868,318, $212,892, and $212,892
(calculated by multiplying $20.50 per share, the closing price of the
Company's unrestricted Common Stock on July 31, 1996, by the number of
shares of Common Stock awarded under the MSBP).
(3) In 1994 and 1995, adjusted for 10% stock dividend in fiscal 1996.
(4) Does not include the value of premiums associated with Key Executive Life
Insurance policies which for the 1996, 1995 and 1994 fiscal years were
$27,288, $26,876 and $24,996 paid on behalf of Mr. Coogan $9,818, $9,108
and $9,917 paid on behalf of Mr. McCloskey and $11,845, $13,398 and
$12,669 on behalf of Mr. Gallo, respectively.
(5) Includes the value of 2,732 shares allocated under the ESOP for each named
executive which had a market price at July 31, 1996 of $20.50 per share.
Also includes $60,730, $13,842, and $9,434 of accrued benefits under the
SERP Plan for Messrs. Coogan, McCloskey and Gallo, respectively.
(6) For Messrs. Coogan, McCloskey and Gallo, respectively, includes the value
of 2,148 shares, 2,148 shares and 2,005 shares allocated under the ESOP
which had a market price of $17.39 at July 31, 1995.
8
<PAGE>
(7) For Messrs. Coogan, McCloskey, and Gallo, respectively, includes the value
of 2,687 shares, 1,386 shares, and 1,250 shares allocated under the ESOP,
which had a market value of $16.88 at July 31, 1994.
Employment Agreements
On October 25, 1994, the Savings Bank entered into employment agreements
with Chairman Costello, President Coogan, Vice President McCloskey and Vice
President Gallo. The employment agreements are for terms of three years and have
base salaries for fiscal 1996 of $27,500, $270,000, $133,000 and $122,000 for
Messrs. Costello, Coogan, McCloskey and Gallo, respectively. The agreements may
be terminated by the Savings Bank for "just cause." Termination for "just cause"
is defined in the agreement as termination by reason of personal dishonesty;
incompetence; willful misconduct; breach of a fiduciary duty involving personal
profit; intentional failure to perform stated duties; willful violation of any
law, rule, regulation (other than traffic violations or similar offenses); final
cease-and-desist order; or material breach of any provision of the agreement. In
the event the agreement is terminated for just cause, the employee shall only
receive his salary up to the date of termination. If the Savings Bank terminates
the employee without just cause, the employee will be entitled to a continuation
of salary from the date of termination through the remaining term of the
agreement.
The employment agreements contain a provision stating that in the event of
involuntary termination of employment in connection with, or within one year
after, any change in control of the Savings Bank, the employee will be paid in a
lump sum an amount equal to 2.99 times the employee's prior five year average
taxable compensation. If such lump payments were made as of July 31, 1996,
Messrs. Costello, Coogan, McCloskey and Gallo would receive payments of
approximately $82,225, $807,300, $397,670, and $364,780, respectively. The
aggregate payments that would be made would be an expense to the Savings Bank,
thereby reducing net income and the Savings Bank's capital by that amount. Each
agreement provides for a payment to the estate of the executive in the event of
death funded by the Key Executive Life Insurance policies held by the Savings
Bank. The agreements are automatically renewed monthly so that the remaining
term shall continue to be three years unless the employee receives written
notice from the Bank that the agreement shall not be extended beyond the then
effective expiration date.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Company consists of Director Dean -
Chairman, and Directors Pedra and Rowe. The committee serves as the Compensation
Committee for the Savings Bank. Members of the committee are non-employee
directors of the Company and the Savings Bank. The committee meets annually to
review the performance of the Savings Bank's officers and employees, and to
determine compensation programs and salary actions for the Savings Bank and its
personnel.
Board Compensation Committee Report on Executive Compensation
The Savings Bank's Compensation Committee met once during the fiscal year
ended July 31, 1996 to review compensation paid to executive officers and to
determine the level of any increases in the salary budget for executive officers
to take effect during the following year. As to each executive officer, the
committee first considers recommendations presented by the Chief Executive
Officer. The committee reviews various published surveys of compensation paid to
executives performing similar duties for depository institutions and their
holding companies, with a particular focus on the level of compensation paid by
comparable institutions in and around the Savings Bank's market area. During the
fiscal year ended July 31, 1996, the committee looked at institutions with total
assets of $300 million to $600
9
<PAGE>
million. Although the committee does not set compensation levels for executive
officers based on whether particular financial goals have been achieved by the
Company, the committee does consider the overall profitability of the Company
when making these decisions. With respect to each particular executive officer,
his or her particular contributions to the Company over the past year are also
evaluated.
For the fiscal year ended July 31, 1996, Kevin J. Coogan, President and
Chief Executive Officer, received an increase in salary from $250,000 to
$270,000, Kevin McCloskey, Vice President and Chief Operating Officer received
an increase in salary from $125,000 to $133,000, and Anthony G. Gallo, Vice
President and Chief Financial Officer received an increase from $115,000 to
$122,000. Messrs. Coogan, McCloskey and Gallo received awards of restricted
stock and stock options, as disclosed in the Summary Compensation Table. The
committee considered the annual compensation paid to chief executive officers of
financial institutions with assets of $300 million to $600 million and the
individual job performance of such other executive officers in consideration of
its specific salary increase decision with respect to compensation paid to
Messrs. Coogan, McCloskey and Gallo.
The Compensation Committee:
Leo J. Dean - Chairman
Dennis D. Pedra
Michael R. Rowe
Other Benefits
Pension Plan. The Savings Bank sponsors a tax-qualified defined benefit
pension plan (the "Pension Plan"). All full-time employees of the Savings Bank
are eligible to participate after one year of service and attainment of age 21.
A qualifying employee becomes fully vested in the Pension Plan upon completion
of five years of service. The Pension Plan is intended to comply with the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age (age 62). The annual benefit payable as a life
annuity under the Pension Plan is equal to the sum of the participants accrued
benefit as of January 31, 1995, and the benefit which can be provided by the
actuarial accumulations of the contributions made on the participant's behalf
each year. For Participant's with one to five years of service the contribution
is equal to 2.25% of compensation up to the Social Security taxable wage base
for the plan year of reference plus 4.5% of compensation in excess of the Social
Security taxable wage base for the plan year of reference. For participants with
six to ten years of service, the contribution is equal to 3.00% of compensation
up to the Social Security taxable wage base for the plan year of reference plus
6.00% of compensation in excess of the Social Security taxable wage base for the
plan year of reference. For participants with more than ten years of service,
the contributions equal to 4.00% of compensation up to the Social Security
taxable wage base for the plan year of reference plus 8.00% of compensation in
excess of the Social Security Taxable Wage Base for the plan year of reference.
A participant may elect an early retirement at age 60 with 20 years of service
and may elect to receive a reduced monthly benefit. At July 31, 1996, Mr.
Coogan, Mr. McCloskey, and Mr. Gallo had 13, 11 and 7 years of credited service,
respectively, under the Pension Plan. Upon normal retirement at age 62, Mr.
Coogan, Mr. McCloskey, and Mr. Gallo would each receive an annual benefit of
$60,690, $73,605 and $43,980, respectively. These benefits are determined as of
February 1, 1993. Benefits are payable in the form of various annuity
alternatives, including a joint and survivor option, or in a lump-sum. For the
Pension Plan year ended January 31, 1996, the highest permissible annual benefit
under the Internal Revenue Code ("Code") was $120,000. Benefits under the
Pension Plan
10
<PAGE>
are not subject to offset for Social Security benefits. Total Savings Bank
pension expense (credit) for the years ended July 31, 1996, 1995, and 1994 was
$(52,664), (14,488) and $35,276, respectively.
Supplemental Executive Retirement Plan. The Savings Bank has adopted a
supplemental executive retirement plan ("SERP") for the benefit of Messrs.
Coogan, McCloskey and Gallo. The purpose of the SERP is to furnish each
participant with supplemental post-retirement benefits in addition to those
which will be provided under the Savings Bank's pension plan and other
retirement benefits. The SERP will provide a supplemental benefit necessary to
furnish the pension benefits based upon the formula contained in the Pension
Plan, without regard to the limitations under the Code regarding maximum
benefits levels. Payments under the SERP will be accrued for financial reporting
purposes based upon the vesting of such benefits. The SERP shall be unfunded.
There are no tax consequences to either the participant or the Savings Bank
related to the SERP prior to payment of benefits. Upon receipt of payment of
benefits, the participant will recognize taxable ordinary income in the amount
of such payments received and the Savings Bank will be entitled to recognize a
tax-deductible compensation expense at that time. Benefits under the SERP shall
be immediately payable upon death or disability of the participant, or upon
termination of participant within one year of a change in control of the Savings
Bank. The SERP expense was $84,006 for the year ended July 31, 1996.
401(k) Profit Sharing Plan. The Savings Bank sponsors a tax-qualified
defined contribution profit sharing plan, ("401(k) Plan"), for the benefit of
its employees. All full-time employees become eligible to participate under the
Plan after completing one year of service. Under the 401(k) Plan, employees may
voluntarily elect to defer up to 5% of compensation, not to exceed applicable
limits under the Code (i.e., $9,500 in 1995). Additionally, the Savings Bank may
contribute an annual discretionary contribution to the plan. Such benefits are
allocated to participant accounts as a percentage of base compensation of such
participant to the base compensation of all participants. At the end of each
fiscal year, the Board of Directors determines whether to make a discretionary
contribution and the amount of the contribution to the 401(k) Plan, based upon a
number of factors, such as the Savings Bank's retained income, profits,
regulatory capital and employee performance. There were no employer
contributions to the 401(k) Plan by the Savings Bank for all employees for the
fiscal years ended July 31, 1996, 1995 and 1994.
Employee Stock Ownership Plan. The Savings Bank maintains an employee
stock ownership plan, the ESOP, for the exclusive benefit of participating
employees. Participating employees are full-time employees who have completed
one year of service with the Savings Bank or its subsidiary and attained age 21.
The ESOP is funded by contributions made by the Savings Bank in cash or
the Common Stock. Benefits may be paid either in shares of the Common Stock or
in cash. The ESOP has borrowed funds from an unrelated third party lender, in
order to purchase 5.0% of the Common Stock issued in the Conversion (i.e.
$1,100,000). This loan is secured by the shares purchased and earnings of ESOP
assets. Shares purchased with such loan proceeds are held in a suspense account
for allocation among participants as the loan is repaid. The Savings Bank is
contributing approximately $137,500 annually to the ESOP to meet principal
obligations under the ESOP loan. This loan is expected to be fully repaid by the
year 2001.
Contributions to the ESOP and shares released from the suspense account
will be allocated among participants on the basis of total compensation,
excluding bonuses. All participants must be employed at least 1,000 hours in a
plan year and be employed on the last day of the plan year in order to receive
an allocation. Participant benefits become 100% vested after five years of
service. Employment prior to the adoption of the ESOP shall count toward
vesting. Vesting will be accelerated upon retirement,
11
<PAGE>
death, disability or termination of the ESOP. Forfeitures will be reallocated to
participants on the same basis as other contributions in the plan year. Benefits
may be payable in the form of a lump sum upon retirement, death, disability or
separation from service. The Savings Bank's contributions to the ESOP are
discretionary; therefore, benefits payable under the ESOP cannot be estimated.
The Board of Directors has appointed a committee (the "ESOP Committee") to
administer the ESOP. These same Directors also serve as the ESOP Trustees. The
Board of Directors or the ESOP Committee may instruct the ESOP Trustees
regarding investments of funds contributed to the ESOP. The ESOP Trustees must
vote all allocated shares held in the ESOP in accordance with the instructions
of the participating employees. Unallocated shares and allocated shares for
which no timely direction is received will be voted by the ESOP Trustees as
directed by the Board of Directors or the ESOP Committee, subject to the
Trustees' fiduciary duties.
Stock Option Plans. In connection with the Conversion, the Savings Bank's
Board of Directors adopted the 1993 Stock Option Plans (the "Option Plans"),
which were ratified by stockholders of the Savings Bank at the Special Meeting
of stockholders held on May 26, 1994. Pursuant to the Option Plans, a number of
shares equal to 15% of the Common Stock issued in the Conversion (i.e., 363,000
shares based upon the sale of 2,420,000 shares) were reserved for issuance by
the Savings Bank upon exercise of stock options to be granted to officers,
directors and employees of the Savings Bank from time to time under the Option
Plans. The purpose of the Option Plans is to provide additional performance and
retention incentives to certain officers, directors and employees by
facilitating their purchase of a stock interest in the Savings Bank. The Option
Plans, which became effective upon the Conversion, provide for a term of ten
years, after which no awards may be made, unless earlier terminated by the Board
of Directors pursuant to the Option Plans.
The Option Plans are administered by a committee of a least three
non-employee directors designated by the Board of Directors (the "Option
Committee"). Such members of the Option Committee shall be deemed
"disinterested" within the meaning of Rule 16b-3 pursuant to the Securities
Exchange Act of 1934. Directors Rowe, Costello and Dean have been selected to
serve as the members of the Option Committee. The Option Committee, within its
business judgment, will select the officers and employees to whom options are to
be granted and the number of shares to be granted. Options will be granted based
upon several factors, including seniority, job position, job performance, the
Savings Bank's performance and a comparison of options given by other
institutions converting from mutual to stock form.
Options to purchase a number of shares equal to 15% of the Common Stock
issued in the Conversion, or 363,000 shares of the Common Stock, were reserved
under the Option Plans to be awarded from time to time to executive officers,
directors and other employees of the Savings Bank. An initial grant of options
under the Option Plans was made upon completion of the Conversion, at an option
exercise price equal to the purchase price of the Common Stock in the Conversion
($10.00 per share). Options to purchase 241,951 shares of Common Stock were
granted at the completion of the Conversion. In December 1994, an additional
30,000 options were awarded at an option exercise price of $15.00 per share. In
January 1996, the Company issued a 10% stock dividend. As of July 31, 1996,
418,158 options were granted. The remaining options (i.e., 21,072) are reserved
for future grants to officers, directors and employees.
The last sale price of the Common Stock as reported on the Nasdaq National
Market System as of October 15, 1996, was $24.125 per share.
12
<PAGE>
The following table sets forth additional information concerning options
granted under the 1993 Stock Option Plans.
<TABLE>
<CAPTION>
Option/SAR Grants Table
Option/SAR Grants in Fiscal Year Ended July 31, 1996
----------------------------------------------------------------------
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term(1)
----------------------------------------------------------------------- -----------------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
# of Securities Options Exercise
Underlying Granted to or Base
Options Employees in price Expiration
Name Granted (#) Fiscal Year ($/SH) Date 5% ($) 10% ($)
- ---- --------------- ------------ -------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. Coogan 7,700 8.6% $16.02 11/05 $99,271 $334,436
Kevin M. McCloskey 7,700 8.6 16.02 11/05 99,271 334,436
Anthony G. Gallo 7,700 8.6 16.02 11/05 99,271 334,436
</TABLE>
- -------------------------
(1) The amounts represent certain assumed rates of appreciation based upon the
closing price of stock as of July 31, 1996 of $20.50 per share. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall stock
market conditions. There can be no assurances that the amount reflected in
the table will be achieved.
<TABLE>
<CAPTION>
Option/SAR Exercises and Fiscal Year End Value Table
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Value of Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#) at -End ($) (1)
Shares Acquired Exercisable/ Exercisable
Name on Exercise (#) Value Realized ($) (1) Unexercisable Unexercisable
- ---- --------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Kevin J. Coogan 0 0 116,762/0 $ 1,309,872/0
Kevin M. McCloskey 0 0 42,738/0 403,812/0
Anthony G. Gallo 0 0 42,738/0 403,812/0
</TABLE>
- ------------------------------
(1) Based upon the closing price of the Common Stock as of July 31, 1996, of
$20.50 per share.
Management Stock Bonus Plans. The Board of Directors of the Savings Bank
adopted Management Stock Bonus Plans ("MSBPs") which were ratified by
stockholders at the Special Meeting on May 26, 1994. Pursuant to the MSBPs,
awards have been granted to directors, officers and employees of the Savings
Bank in a manner designed to encourage such persons to remain with the Savings
Bank.
13
<PAGE>
Awards under the Stock Bonus Plan were determined by the MSBP Committee
based on the job position and responsibilities of the employees, the length and
value of their services to the Savings Bank and/or its subsidiaries, and the
compensation paid to employees. Officers, directors and employees of the Savings
Bank were awarded a total of 145,200 shares of restricted stock pursuant to the
MSBPs as ratified at the Special Meeting of Shareholders on May 26, 1994. There
are 90,093 shares of common stock which are currently held by the MSBP Trusts
which are unallocated.
Performance Graph
Set forth on the following page is a stock performance graph comparing the
cumulative total shareholder return on the Company's Common Stock for the period
from December 1993 through July 31, 1996. The performance graph compares the
cumulative total shareholder return on the Company's Common Stock with (a) the
yearly cumulative total stockholder return on stocks included in the Nasdaq
Total Market index and (b) the yearly cumulative total stockholder return on
stocks included in the Nasdaq Bank index ("Bank Index"), as prepared for Nasdaq
by the Center for Research in Securities Prices ("CRSP") at the University of
Chicago. All three investment comparisons assume the investment of $100 as of
December 22, 1993. All of these cumulative total returns are computed assuming
the reinvestment of dividends at the frequency with which dividends were paid
during the applicable years. The Company's Common Stock was first issued on
December 22, 1993.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
below. The Company will not make nor endorse any predictions as to future stock
performance.
14
<PAGE>
[GRAPHIC OMITTED]
12/93 7/31/94 7/31/95 7/31/96
-------------------------------------------------
Total Market Index $100.00 $95.89 $134.65 $146.75
Bank Index 100.00 109.68 127.94 157.19
Lakeview Financial Corp. 100.00 169.46 195.17 256.59
Certain Relationships and Related Transactions
The Company had no "interlocking" relationships existing on or after
August 1, 1994 in which (i) any executive officer is a member of the Board of
Directors/Trustees of another entity, one of whose executive officers is a
member of the Savings Bank's Board of Directors, or where (ii) any executive
officer is a member of the compensation committee of another entity, one of
whose executive officers is a member of the Company's Board of Directors.
The Savings Bank has followed a policy of not granting loans to officers,
directors and employees. However, loans may be made to members of the immediate
families of officers, directors and employees. The loans have been made in the
ordinary course of business and on substantially the same terms and conditions,
including interest rates and collateral, that apply to the Savings Bank's other
15
<PAGE>
customers, and do not involve more than the normal risk of collectibility, or
present other unfavorable features. Loans to affiliates of principal officers
and directors of the Savings Bank amounted to approximately $235,646, or .5% of
the Company's stockholders' equity at July 31, 1996.
Independent Public Accountant
KPMG Peat Marwick LLP was the Company's independent public accountant for
the 1996 fiscal year. The Board of Directors of the Company presently intends to
renew the Company's arrangement with KPMG Peat Marwick LLP to be its auditors
for the fiscal year ending July 31, 1997. A representative of KPMG Peat Marwick
LLP is expected to be present at the Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if the
representative so desires.
Financial Information
The audited financial statements of the Company for the fiscal year ended
July 31, 1996, prepared in conformity with generally accepted accounting
principles, are included in the Company's 1996 Annual Report to Stockholders,
which accompanies this Proxy Statement. Any stockholder who has not received a
copy of the Company's Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as a part of
the Company's proxy solicitation materials or as having been incorporated herein
by reference.
Stockholder Proposals
In order to be considered for inclusion in the Company's proxy materials
for the 1997 Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office at 1117
Main Street, Paterson, New Jersey 07503 no later than August 2, 1997. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the 1934 Act.
Other Matters
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting the proxies.
16
<PAGE>
Solicitation of Proxies
The cost of 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 proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without payment of additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
HELEN SACO
SECRETARY
Paterson, New Jersey
October 31, 1996
17
<PAGE>
APPENDIX A
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 [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LAKEVIEW FINANCIAL CORP.
(Name of Registrant as Specified in Its Charter)
LAKEVIEW FINANCIAL CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
APPENDIX B
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07503
(201) 742-3060
ANNUAL MEETING OF STOCKHOLDERS
November 26, 1996
The undersigned hereby appoints the Board of Directors of Lakeview
Financial Corp. ("Company"), or its designee, with full powers of substitution,
to act as attorneys and proxies for the undersigned, to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders ("Meeting"), to be held at The Robin Hood Inn,
1129 Valley Road, Clifton, New Jersey, on November 26, 1996, at 10:00 a.m. and
at any and all adjournments thereof, as follows:
VOTE FOR VOTE WITHHELD
1. The election as a director of the two
nominees listed below for terms to |_| |_|
expire in 1999 (except as marked to the
contrary).
Leo J. Costello
Leo J. Dean
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided. __________________________________________
2. In their discretion, such attorneys and proxies are authorized to vote on
any other business that may properly come before the Meeting or any
adjournments thereof.
VOTE FOR AGAINST
|_| |_|
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her decision
to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of the Meeting, a Proxy Statement dated
October 31, 1996, and the 1996 Annual Report to Stockholders.
Dated: , 1996
_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
