<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 [ ]
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 Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ROYAL
BANCSHARES OF PENNSYLVANIA, INC. will be held at Twelve Caesars Banquet
Facility, 4200 City Line Avenue, Philadelphia, Pennsylvania, 18049 on Thursday,
June 19, 1997, at 6:30 p.m. for the following purposes:
1. ELECTION OF DIRECTORS. To elect four Class I Directors to serve a
term of three years and until their successors are elected and qualified.
2. OTHER BUSINESS. To consider such other business as may properly be
brought before the meeting and any adjournment or postponement thereof.
Only shareholders of record at the close of business on May 8, 1997,
are entitled to notice of and to vote at the meeting.
A copy of the 1996 Annual Report of Royal Bancshares of Pennsylvania,
Inc. has been previously delivered to the shareholders. Additional copies of the
1996 Annual Report are available upon request.
By Order of the Board of Directors
Richard S. Hannye, Esquire
Secretary
Enclosures (Proxy Card and Annual Report)
May 23, 1997
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON AFTER GIVING WRITTEN
NOTICE TO THE SECRETARY OF THE CORPORATION.
<PAGE> 3
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
732 MONTGOMERY AVENUE
NARBERTH, PENNSYLVANIA 19072
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Royal Bancshares of Pennsylvania, Inc.
(the "Corporation" ) for the Annual Meeting of Shareholders of the Corporation
(the "Meeting") to be held on June 19, 1997, and any adjournment or postponement
thereof. The expense of soliciting proxies will be borne by the Corporation. In
addition to the use of the mails, directors, officers and employees of the
Corporation may, without additional compensation, solicit proxies personally or
by telephone. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxy solicitation material to
the beneficial owners of stock held of record by these persons and, upon request
therefor, the Corporation will reimburse them for their reasonable forwarding
expenses. This Proxy Statement and the enclosed proxy card are first being given
or sent to shareholders on or about May 23, 1997.
REVOCATION AND VOTING OF PROXIES
The execution and return of the enclosed proxy will not affect a
shareholder's right to attend the Meeting and to vote in person. Any proxy given
pursuant to this solicitation may be revoked by delivering written notice of
revocation to Richard S. Hannye, Esquire, Secretary of the Corporation, at the
address which appears above at any time before the proxy is voted at the
Meeting. Unless revoked, any proxy given pursuant to this solicitation will be
voted at the Meeting in accordance with the instructions thereon of the
shareholder giving the proxy. In the absence of instructions, all proxies will
be voted FOR the election of the four nominees for Class I Director identified
in this Proxy Statement. Although the Board of Directors knows of no other
business to be presented, in the event that any other matters are brought before
the Meeting, any proxy given pursuant to this solicitation will be voted in
accordance with the recommendations of the management of the Corporation.
VOTING SECURITIES, RECORD DATE AND QUORUM
Shareholders of record at the close of business on May 8, 1997 (the
"Record Date") are entitled to vote at the Meeting and any adjournment or
postponement thereof. At the close of business on the Record Date there were
issued and outstanding 6,914,125 shares of Class A Common Stock ($2.00 par value
per share) and 1,606,344 shares of Class B Common Stock ($0.10 par value per
share).
Each shareholder is entitled to one vote for each share of Class A
Common Stock held by such shareholder and ten votes for each share of Class B
Common Stock held by such shareholder on all matters to be acted upon at the
Meeting, except that in the election of directors shareholders are entitled to
vote shares cumulatively. See "ELECTION OF DIRECTORS--CUMULATIVE VOTING."
2
<PAGE> 4
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote constitutes a quorum for the conduct of
business, provided that the holders of at least 40 percent of the outstanding
shares entitled to vote are present in person. A majority of the votes cast at a
meeting at which a quorum is present is required in order to approve any matter
submitted to a vote of the shareholders, except in cases where the vote of a
greater number of votes is required by law or under the Articles of
Incorporation or Bylaws of the Corporation. Votes withheld and abstentions will
be counted in determining the presence of a quorum for the particular matter.
Broker non-votes will not be counted in determining the presence of a quorum for
the particular matter as to which the broker withheld authority.
In the case of the election of directors and assuming the presence of a
quorum, the candidates receiving the highest number of votes in the class, up to
the number of directors to be elected, shall be elected to the Board of
Directors. Votes withheld from a nominee and broker non-votes will not be cast
for such nominee.
PRINCIPAL SHAREHOLDERS
The following table shows the amount of outstanding common stock
beneficially owned by each stockholder (including any "group" as the term is
used in Section 3(d)(3) of the Securities Exchange Act of 1934) known by the
Registrant to be the beneficial owner of more than 5% of such stock, and all
directors and officers as a group. The information is furnished as February 28,
1997 on which 6,434,844 Class A shares and 1,555,363 Class B shares were
outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED(1)(2) CLASS(8)
---------------- ----------- ---------
<S> <C> <C>
Daniel M. Tabas(3)(6)(7) 3,385,741(Class A) 52.02%
543 Mulberry Lane 1,064,302(Class B) 68.43%
Haverford, PA 19041
Lee E. Tabas(4)(6)(7) 578,700(Class A) 8.80%
1 Dove Lane 99,177(Class B) 6.38%
Haverford, PA 19041
Richard Tabas(5)(7) 53(Class A) --
1309 Lafayette Road 107,389(Class B) 6.90%
Gladwyne, PA 19035
</TABLE>
(1) Each share of Class A Common Stock is entitled to one vote per share. Each
share of Class B Common Stock is entitled to ten votes per share and may be
converted into shares of Class A Common Stock at the rate of 1.15 shares of
Class A Common Stock for each share of Class B Common Stock.
(2) Beneficial ownership is determined in accordance with applicable regulations
of the Securities and Exchange Commission and the information is not necessarily
indicative of beneficial ownership for any other purpose. For purposes of the
table set forth below, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of February
28, 1997 through the exercise of any options. Additionally, beneficial ownership
provides that a person shall be deemed to own any stock for which he, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares: (i) voting power, which includes the power to vote or
to direct the voting of the stock, or (ii) investment power, which includes the
power to dispose or to direct the disposition of the stock. Unless otherwise
indicated in a footnote, shares reported in this table are owned directly by the
reporting person.
(3) The 3,385,741 shares of Class A Common Stock and the 1,064,302 Class B
shares beneficially owned by Daniel M. Tabas include: 2,198,033 shares of Class
A Common Stock and 717,414 shares of Class B Common Stock held jointly with his
wife, Evelyn R. Tabas; 58,492 shares of Class A Common Stock and 25,444 shares
of Class B Common Stock owned by Rome Enterprise, a partnership controlled by
Mr. Tabas; 977,736 shares of Class A Common Stock and 321,428 shares of Class B
Common Stock owned by the children of Mr. Tabas; 78,094 shares of Class A Common
Stock and 16 shares of Class B Common Stock controlled by Evelyn R. Tabas as
custodian for her grandchildren; and options to purchase 73,380 shares of Class
A Common Stock that are exercisable within 60 days of February 28, 1997. Mr.
Tabas has shared power with Evelyn R. Tabas to vote and dispose of 3,385,741
shares of Class A Common Stock and 1,064,302 shares of Class B Common Stock. In
calculating the tabulated percent of class, the additional 73,380 shares of
Class A Common Stock were added to the shares of Class A Common Stock currently
held by Mr. Tabas and to the total number of shares of Class A Common Stock
outstanding assuming all outstanding options held by Mr. Tabas which are
exercisable within 60 days of February 28, 1997, were exercised.
3
<PAGE> 5
(4) The 578,700 shares of Class A Common Stock and the 99,177 shares of Class B
Common Stock beneficially owned by Lee E. Tabas include: 132,884 shares of Class
A Common Stock and 39,951 shares of Class B Common Stock owned jointly with his
wife, Nancy Tabas; 3,437 shares of Class A Common Stock owned by his wife, Nancy
Tabas; 110,660 shares of Class A Common Stock and 2,986 shares of Class B Common
Stock owned by Mr. Tabas as custodian for his children; and options to purchase
143,103 shares of Class A Common Stock exercisable within 60 days of February
28, 1997. Mr. Tabas has sole power to vote and dispose of 390,084 shares of
Class A Common Stock and 42,937 shares of Class B Common Stock. In addition,
188,616 shares of Class A Common Stock and 56,240 shares of Class B Common Stock
are included under the beneficial ownership of Daniel M. Tabas described in
footnote 3 above. These shares of Common Stock are held in a trust under which
Daniel M. Tabas retains voting control. In calculating the tabulated percent of
class, the additional 143,103 shares of Class A Common Stock were added to the
shares of Class A Common Stock currently held by Mr. Tabas and to the total
number of shares of Class A Common Stock outstanding assuming all outstanding
options held by Mr. Tabas, which are exercisable within 60 days of February 28,
1997, were exercised.
(5) The 53 shares of Class A Common Stock and 107,389 shares of Class B Common
Stock beneficially owned by Richard Tabas include: 74,273 shares of Class B
Common Stock owned solely by Mr. Tabas; 13,270 shares of Class B Common Stock
owned by his mother, Harriette Tabas; 53 shares of Class A Common Stock and 155
shares of Class B Common Stock owned by his wife, Leslie Silverman, Esquire; and
19,691 shares of Class B Common Stock owned by ANR Ventures, an entity partially
controlled by Mr. Tabas. Upon information and belief, Mr. Tabas has sole power
to vote and dispose of 74,273 shares of Class B Common Stock, shared power to
vote or dispose of 19,691 shares of Class B Common Stock, and has no power to
vote or dispose of 53 shares of Class A Common Stock and 13,270 shares of Class
B Common Stock.
(6) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Susan K. Tabas Tepper,
Howard Wurzak, members of their immediate families and their affiliates and
associates, in the aggregate, own 4,352,881 shares of Class A Common Stock and
1,268,988 shares of Class B Common Stock.
(7) Daniel M. Tabas is the father of Lee E. Tabas, Robert R. Tabas and Susan K.
Tabas Tepper, the uncle of Richard Tabas, and the father in law of Howard
Wurzak.
(8) The percent of class assumes all options exercisable within 60 days of
February 28, 1997 have been exercised and, therefore, on a pro forma basis,
6,713,803 shares of Class A Common Stock would be outstanding.
ELECTION OF DIRECTORS
The Bylaws of the Corporation provide that the Board of Directors shall
consist of not less than five nor more than twenty-five persons and that the
directors shall be classified with respect to the time they shall severally hold
office by dividing them into three classes, as nearly equal in number as
possible. The Bylaws further provide that the directors of each class shall be
elected for a term of three years, so that the term of office of one class of
directors shall expire at the Annual Meeting each year. The Bylaws also provide
that the aggregate number of directors and the number of directors in each class
of directors shall be determined by the Board of Directors. Any vacancy
occurring on the Board of Directors may be filled by appointment by the
remaining directors. Any director who is appointed to fill a vacancy shall hold
office until the expiration of the term of office of the class of directors to
which he or she was appointed.
There have been several changes in the membership of the Corporation's
Board of Directors since the 1996 Annual Meeting of Shareholders. Effective
November 20, 1996, Jerry H. Borkon, a Class II director, resigned. On January
16, 1997, and in accordance with Article 11 of the Corporation's Bylaws, the
Board of Directors appointed Jack R. Loew to fill the vacancy in Class II. At
the May 15th, 1997 meeting of the Corporation's Board of Directors, among other
things and in accordance with Article 10 of the Corporation's Bylaws, the
directors fixed the number of directors in Class I at 4, the number in Class II
at 4 and the number in Class III at 4. The Board of Directors then appointed
Katherine B.L. Platt, who was a member of Class I, to fill the vacancy in Class
III, and thereby make the size of the respective Classes as nearly even as
possible. Charles W. Burhans, currently a Class I director, will become a
director emeritus on June 19, 1997.
The Board of Directors has presently fixed the number of directors at
twelve. There are four directors whose term of office will expire at the Meeting
and eight continuing directors whose terms of office will expire at the 1998 or
1999 Annual Meeting. The Board of Directors has nominated the following four
persons for election to the Board of Directors as Class I Directors for a term
of three years:
Joseph P. Campbell Susan K. Tabas Tepper
Daniel M. Tabas Howard Wurzak
4
<PAGE> 6
The Board of Directors has established, by resolution, a mandatory
retirement age for directors. Upon reaching age seventy, a director must retire
from the Board of Directors, but may become a Director Emeritus, who is entitled
to attend meetings, but is not entitled to vote. There are currently three
Directors Emeritus of the Corporation: Anthony Arobone, Royal Flagg Jonas and
Alfred Stein. Charles Burhans will become a Director Emeritus on June 19, 1997.
Daniel M. Tabas reached age seventy during 1993; however, the Board of Directors
decided, in view of his long-standing relationship with the Corporation,
ownership of shares of the Corporation's Common Stock and his years of service
to the Corporation, to make an exception and permit Mr. Tabas to continue to
serve on the Board of Directors.
CUMULATIVE VOTING
In the election of directors, every shareholder entitled to vote shall
have the right, in person or by proxy, to multiply the number of votes to which
he may be entitled by the number of directors in the class to be elected at the
annual meeting. Every shareholder may cast his or her whole number of such votes
for one candidate or may distribute them among any two or more candidates in
that class. The candidates receiving the highest number of votes in the class,
up to the number of directors to be elected, shall be elected. There are no
conditions precedent to the exercise of cumulative voting rights. Lee E. Tabas
and Robert R. Tabas, the persons named as proxies, will have the right to vote
cumulatively and to distribute their votes among the nominees as they consider
advisable, unless a shareholder indicates on his or her Proxy how such votes are
to be cumulated for voting purposes.
INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS
AND EXECUTIVE OFFICERS
Information concerning the four persons to be nominated for election to
the Board of Directors as Class I Directors at the Meeting, the eight continuing
directors and the executive officers of the Corporation is set forth below,
including the number of shares of Common Stock of the Corporation beneficially
owned, as of February 28, 1997, by each of them. Unless otherwise indicated in a
footnote, each nominee and continuing director holds sole voting and investment
power with respect to shares beneficially owned.
<TABLE>
<CAPTION>
DIRECTOR SHARES PERCENT
OR OFFICER BENEFICIALLY OF
NAME AGE SINCE OWNED(1)(3) STOCK(2)(4)
----------------------- ------ ------------ --------------- ---------------------
<S> <C> <C> <C> <C>
NOMINEES
Joseph P. Campbell 48 1982 55,699(A) 0.87%
13,567(B)
Daniel M. Tabas(7)(10) 73 1980 3,385,741(A) 55.56%
1,064,302(B)
Susan Tabas Tepper(8) 34 1996 187,422(A) 3.05%
54,776(B)
Howard Wurzak(9) 41 1985 45,295(A) 0.55%
DIRECTORS CONTINUING IN OFFICE
Carl M. Cousins 64 1993 4,721(A) 0.06%
Jack Loew 50 1997 -- --
(continued....)
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C> <C> <C>
Albert Ominsky(6) 62 1982 19,387(A) 0.61%
26,546(B)
Katherine Platt 46 1996 450(A) 0.01%
Lee E. Tabas(5) 47 1980 578,700(A) 8.28%
99,177(B)
Robert R. Tabas(11) 41 1988 155,729(A) 2.54%
50,733(B)
Edward Tepper 57 1986 17,975(A) 0.64%
30,124(B)
Charles Willner 69 1984 113,593(A) 1.84%
32,562(B)
Charles W. Burhans 68 1970 24,521(A) 0.30%
EXECUTIVE OFFICERS
James J. McSwiggan 41 1993 7,753(A) 0.09%
Chief Financial
Officer
and Treasurer
Richard S. Hannye 39 1993 817(A) 0.01%
Secretary and General
Counsel
--------------------
PERCENT OF CLASS(5)
ALL DIRECTORS AND --------------------
EXECUTIVE OFFICERS AS -- -- 4,597,850(A) 68.48%
A GROUP (15 PERSONS) 1,479,176(B) 95.10%
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on information furnished by beneficial owners or their
representatives. Includes direct and indirect ownership and, unless otherwise
indicated, also reflects sole voting and investment power with respect to
reported holdings.
(2) Assumes full conversion of Class B Common Stock to Class A Common Stock at
the conversion factor of 1.15 shares of Class A shares for each share of Class B
Common Stock. In calculating the tabulated percent of class for each officer and
director who has exercisable stock options, the additional shares of Class A
Common Stock to which such officer and director would be entitled upon the
exercise of his options were added to the shares of Class A Common Stock
currently held by such officer and director and to the total number of shares of
Class A Common Stock outstanding assuming all outstanding exercisable options
held by such officer and director were exercised.
(3) Including options exercisable within 60 days of February 28, 1997, stock
options unexercised, but currently exercisable, and stock beneficially owned.
(4) The percent of class assumes all outstanding exercisable options and options
exercisable within 60 days of February 28, 1997, issued to directors and
officers, have been exercised and therefore, on a pro forma basis, 6,713,803
shares of Class A Common Stock would be outstanding at February 28, 1997.
(5) The 578,700 shares of Class A Common Stock and 99,177 shares of Class B
Common Stock beneficially owned by Lee E. Tabas include: 132,884 shares of Class
A Common Stock and 39,951 shares of Class B Common Stock owned jointly with his
wife, Nancy Tabas; 3,437 shares of Class A Common Stock owned by his wife, Nancy
Tabas; 110,660 shares of Class A Common Stock and 2,986 shares of Class B Common
Stock owned by Mr. Tabas as custodian for his children; and options to purchase
143,103 shares of Class A Common Stock exercisable within 60 days of February
28, 1997. Mr. Tabas has sole power to vote and dispose of 390,084 shares of
Class A Common Stock and 42,937 shares of Class B Common Stock. In addition,
188,616 shares of Class A Common Stock and 56,240 shares of Class B Common Stock
are included under the beneficial ownership of Daniel M. Tabas described in
footnote 7 below. These shares of Common Stock are held in a trust under which
Daniel M. Tabas retains voting control. In calculating the tabulated percent of
class, the additional 143,103 shares of Class A Common Stock were added to the
shares of Class A Common Stock currently held by Mr. Tabas and to the total
number of shares of Class A Common Stock outstanding assuming all outstanding
options held by Mr. Tabas which are exercisable within 60 days of February 28,
1997, were exercised.
(6) The 19,387 shares of Class A Common Stock and the shares of 26,546 Class B
Common Stock beneficially owned by Mr. Ominsky include: 9,635 shares of Class A
Common Stock and 26,546 shares of Class B Common Stock owned by Ominsky, Welsh,
Messa, Tanner & Giles, P.C. as trustee for a rollover account for the benefit of
Albert Ominsky; 4,245 shares of Class A Common Stock owned by Ominsky, Welsh,
Messa, Tanner & Giles, P.C. Profit Sharing Plan, and options to purchase 5,507
shares of Class A Common Stock exercisable within 60 days of February 28, 1997.
(7) The 3,385,741 shares of Class A Common Stock and the 1,064,302 Class B
shares beneficially owned by Daniel M. Tabas include: 2,198,033 shares of Class
A Common Stock and 717,414 shares of Class B Common Stock held jointly with his
wife, Evelyn R. Tabas; 58,492 shares of Class A Common Stock and 25,444 shares
of Class B Common Stock owned by Rome Enterprise, a partnership controlled by
Mr. Tabas; 977,736 shares of Class A Common Stock and 321,428 shares of Class B
Common Stock owned by the children of Mr. Tabas; 78,094 shares of Class A Common
Stock and 16 shares of Class B Common Stock controlled by Evelyn R. Tabas as
custodian for her grandchildren; and options to purchase 73,380 shares of Class
A Common Stock that are exercisable within 60 days of February 28, 1997. Mr.
Tabas has shared power with Evelyn R. Tabas to vote and dispose of 3,385,741
shares of Class A Common Stock and 1,064,302 shares of Class B Common Stock. In
calculating the tabulated percent of class, the additional 73,380 shares of
Class A Common Stock were added to the shares of Class A Common Stock currently
held by Mr. Tabas and to the total number of shares of Class A Common Stock
outstanding assuming all options exercisable within 60 days of February 28, 1997
held by Mr. Tabas, were exercised.
6
<PAGE> 8
(8) The 187,422 shares of Class A Common Stock and the 54,776 shares of Class B
Common Stock beneficially owned by Susan K. Tabas Tepper are included under the
beneficial ownership of Daniel M. Tabas described in footnote 7 above. These
shares of Common Stock are held in a trust under which Mr. Daniel M. Tabas
retains voting control.
(9) The 45,295 shares of Class A Common Stock beneficially owned by Mr. Wurzak
include 39,788 shares of which are owned solely by his children, Brittany,
Chelsea and Jake Wurzak. Mr. Wurzak has no power to vote and dispose of these
shares. The shares beneficially owned by Mr. Wurzak also include options to
purchase 5,507 shares of Class A Common Stock exercisable within 60 days of
February 28, 1997.
(10) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Susan K. Tabas Tepper,
Howard Wurzak and members of their immediate families and their affiliates and
associates, in the aggregate, own 4,352,881 shares of Class A Common Stock
(68.69% assuming full conversion of Class B Common Stock to Class A Common Stock
at a conversion factor of 1.15 shares of Class A Common Stock for each share of
Class B Common Stock) and 1,268,988 shares of Class B Common Stock. Daniel
Tabas, Lee E. Tabas, Robert R. Tabas, Susan K. Tabas Tepper, and Howard Wurzak
have unexercised but exercisable options to purchase 238,343 shares of Class A
Common Stock within 60 days of February 28, 1997.
(11) Included in Robert R. Tabas's beneficial ownership are 137,476 shares of
Class A Common Stock and 50,489 shares of Class B Common Stock which are
included in the beneficial ownership of Daniel M. Tabas described in footnote 7
above. These shares of Common Stock are held in a trust under which Daniel M.
Tabas retains voting control.
CLASS I DIRECTORS--NOMINEES (THREE YEAR TERM)
Joseph Campbell is Managing Director and a DIRECTOR of the Corporation.
Mr. Campbell is also employed by Tabas Enterprises on a part time basis.
Daniel M. Tabas is the Chairman of the Board and a DIRECTOR of the
Corporation. His other principal occupation is Chief Executive Officer for Tabas
Enterprises, which consists of various entities in the restaurant, hotel, real
estate and entertainment businesses in the Philadelphia and Downingtown,
Pennsylvania areas. He is the father of Lee E. Tabas, Robert R. Tabas and Susan
K. Tabas Tepper, and the father-in-law of Howard Wurzak.(1)
Susan K. Tabas Tepper, a DIRECTOR, does consulting and public relations
work for Tabas Enterprises. Previously, she was employed by and performed public
relations work for Royal Bank of Pennsylvania. She is the daughter of Daniel M.
Tabas, the sister of Lee Evan Tabas and Robert R. Tabas, the daughter-in-law of
Edward B. Tepper and the sister-in-law of Howard Wurzak.
Howard Wurzak, a DIRECTOR of the Corporation, is General Manager of the
Twelve Caesars banquet facility in Philadelphia, Pennsylvania. He is the
son-in-law of Daniel M. Tabas, and the brother-in-law of Lee E. Tabas, Robert R.
Tabas and Susan K. Tabas Tepper.(1)
CLASS II DIRECTORS--CONTINUING IN OFFICE
Jack Loew, a DIRECTOR of the Corporation since January, 1997, is the
president and treasurer of Hough/Loew Associates, a design/build construction
and development firm specializing in office, industrial and retail properties.
Albert Ominsky, a DIRECTOR of the Corporation, is an attorney and
President of the law firm of Ominsky, Welsh, Messa, Tanner & Giles, P.C. in
Philadelphia, Pennsylvania.(2)
Robert R. Tabas is a Vice President, Senior Lender and DIRECTOR of the
Corporation. Mr. Tabas is a Vice President with Tabas Enterprises. He is the son
of Daniel M. Tabas, brother of Lee E. Tabas and Susan K. Tabas Tepper and the
brother-in-law of Howard Wurzak.
Charles Willner, a DIRECTOR of the Corporation, is the owner and
manager of Willner Properties, primarily dealing with investments in real estate
in the King of Prussia, Pennsylvania area.
7
<PAGE> 9
CLASS III DIRECTORS--CONTINUING IN OFFICE
Carl M. Cousins, a DIRECTOR of the Corporation, is the owner and
principal veterinarian of Fairmount Animal Hospital in Philadelphia,
Pennsylvania.
Katherine B.L. Platt, a DIRECTOR of the Corporation, is a partner of
the law firm Platt, DiGiorgio & DiFabio in Paoli, Pennsylvania.
Lee Evan Tabas is the President, Chief Executive Officer and a DIRECTOR
of the Corporation. He does some consulting to Tabas Enterprises. He is the son
of Daniel M. Tabas, the brother of Robert R. Tabas and Susan K. Tabas Tepper and
the brother-in-law of Howard Wurzak.
Edward B. Tepper, a DIRECTOR of the Corporation, is the Chairman of the
Philadelphia Kixx, a professional indoor soccer team, and the President of
Tepper Properties, a real estate investment company in Villanova, Pennsylvania.
He is the father-in-law of Susan K. Tabas Tepper.(3)
- --------------
(1) During 1996, the Corporation used the services of Twelve Caesars banquet
facilities for customers, directors, and employee appreciation activities.
Twelve Caesars complex is managed by Howard Wurzak, and owned by Daniel M.
Tabas.
(2) During 1996, the Corporation retained the legal services of the law firm
Ominsky, Welsh, Messa, Tanner & Giles, P.C. Mr. Ominsky (a director of the
Corporation) is a partner of this firm.
(3) During 1996, Mr. Tepper provided construction supervision and property
inspection services to the Corporation.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The committees of the Board of Directors are the Executive Board, the
Audit Committee, and the Compensation, Stock Option and Appreciation Rights Plan
Committee. The Corporation does not have a standing Nominating Committee. A
shareholder who desires to propose an individual for consideration by the Board
of Directors as a nominee for director should submit a proposal in writing to
the Secretary of the Corporation in accordance with Section 10.1 of the
Corporation's Bylaws. Any shareholder who intends to nominate any candidate for
election to the Board of Directors must notify the Secretary of the Corporation
in writing not less than 60 days prior to the date of the annual meeting of
shareholders or not later than seven days after the date on which notice was
given for any other meeting of shareholders called for the election of one or
more directors.
The Executive Board of the Board of Directors conducted fifteen
meetings in 1996. The members of the Executive Board during 1996 were Daniel M.
Tabas, Lee E. Tabas, Albert Ominsky, Charles P. Willner, Edward B. Tepper, and
Joseph P. Campbell. The Executive Board has authority to supervise and direct
the finances and business of the Corporation between the regular meetings of the
Board of Directors.
The Audit Committee met once in 1996. The members of the Audit
Committee during 1996 were Daniel M. Tabas (ex officio), Lee E. Tabas (ex
officio), Charles W. Burhans, Susan K. Tabas Tepper and Charles P. Willner. The
Audit Committee supervises the Corporation's internal audit staff and reviews
the outside certified public accounting firm's audit and management reports
which are conducted annually.
The Compensation, Stock Option and Appreciation Rights Plan Committee
met twice in 1996. The members of this committee were Charles W. Burhans, Frank
H. Grossman (no longer a director), Edward B. Tepper, Carl M. Cousin, and
Katherine B.L. Platt. Daniel M. Tabas and Lee E. Tabas
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<PAGE> 10
attended the meetings in an ex officio capacity. The committee has the authority
to manage, administer, amend and interpret the Stock Option and Stock
Appreciation Rights Plans and to determine, among other things, (i) the
employees to whom awards shall be made under the Plan; (ii) the type of the
awards to be made and the amount, size and terms of such awards; and (iii) when
awards shall be granted. Additionally, the Committee reviews and determines
compensation for all officers and employees of the Corporation.
The Board of Directors of the Corporation held twelve formal meetings
during 1996. Each incumbent director attended at least 75 percent of the
aggregate number of meetings of the Board of Directors and the various
committees for which he or she served.
REMUNERATION OF DIRECTORS AND OFFICERS AND OTHER TRANSACTIONS
Each member of the Board of Directors receives a fee of $400 per board
meeting attended. Additionally, a director receives $300 for each committee
meeting attended; however, directors who are also employees of the Corporation
are not compensated for attendance at committee meetings.
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth all compensation
paid by the Registrant to the Chief Executive Officer and each of the four most
highly compensated executive officers whose total annual salary and bonus
exceeded $100,000 in 1996 for services rendered during the past three fiscal
years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- -------------------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
COMPENSATION AWARD(S) OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) ($)(2) ($) SARS(#) ($)(3)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas 1996 308,112 129,509 30,800 -- 21,589 2,550
Chairman of the Board 1995 300,597 132,564 30,800 -- 25,505 2,550
1994 292,295 114,093 29,900 -- 22,013 2,550
Lee E. Tabas 1996 243,247 94,941 17,800 -- 17,044 2,550
President and CEO 1995 237,314 97,180 17,800 -- 20,136 2,550
1994 231,075 83,649 16,900 -- 17,378 2,550
Joseph P. Campbell 1996 154,256 37,050 4,800 -- 4,632 2,550
Managing Director 1995 150,493 37,924 4,800 -- 3,648 2,550
1994 125,247 23,266 3,900 -- 2,430 2,550
James J. McSwiggan 1996 118,274 28,408 -- -- 3,078 2,550
Treasurer and CFO 1995 115,390 29,078 -- -- 2,797 2,550
1994 102,113 17,554 -- -- 2,140 2,550
Richard S. Hannye 1996 153,750 -- 780 -- 3,552 2,550
Secretary and General Counsel 1995 150,000 -- 720 -- 3,636 2,550
1994 135,021 -- -- -- -- 2,550
</TABLE>
- ---------------
(1) Bonuses of Messrs. Tabas, Campbell and McSwiggan are performance based and
tied to goals set by the Compensation, Stock Option and Appreciation Rights Plan
and Compensation Committee.
(2) Registrant provides a leased automobile for business use by each of the
executive officers. To the extent these automobiles are used personally, the
Registrant would not be able to estimate the value of such personal use. The
"other annual compensation" amounts do not include any amounts for personal
automobile use.
(3) Consists of Corporation's contribution to its Employee 401(k) Pension Plan,
under which the Board of Directors has an obligation to match 100 percent of the
total employee contributions up to an annual maximum of $2,550. From January 1,
1996 to June 30, 1996, the Plan was administered by Valley Forge Consultants.
Commencing on July 1, 1996, the Plan was administered by J. M. Singley
Associates, Inc. Each employee participant is entitled to contribute up to 15%
of his gross salary. Senior management executives are asked to refrain from
contributing to the plan in the event the administrator determines such
contributions would make the Plan top heavy.
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<PAGE> 11
EMPLOYEE OPTIONS/SAR GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/SARS GRANTED TO OR BASE OPTION TERM
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION ----------------------------
NAME GRANTED(#)(1) IN FISCAL YEARS ($/SH) DATE 5%($) 10%($)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas 21,589 32.066% 10.00 4/20/06 271,544 688,146
Lee E. Tabas 17,044 25.315% 10.00 4/20/06 214,378 543,275
Joseph P. Campbell 4,632 6.880% 10.00 4/20/06 58,261 147,644
James J. McSwiggan 3,078 4.572% 10.00 4/20/06 44,676 113,219
Richard S. Hannye 3,552 5.276% 10.00 4/20/06 38,715 98,111
</TABLE>
(1) Pursuant to the employee stock option plan, the options are exercisable at
20% per year after the date of grant and must be exercised within ten years of
the grant (April 20, 1996).
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 1996 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UMDERLYING UNEXERCISED UNEXERCISED IN-THE MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES DECEMBER 31, 1996 DECEMBER 31, 1996
ACQUIRED ON VALUE -------------------------------- --------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE(#) UNEXERCISABLE(#) EXERCISABLE($) UNEXERCISABLE($)
- ------------------- ----------- ------------------------------------------------ --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas 107,888 1,507,088 73,380 90,143 777,072 826,048
Lee E. Tabas -- -- 143,104 71,165 2,005,444 652,110
Joseph P. Campbell -- -- 7,610 11,799 87,147 100,360
James J. McSwiggan -- -- 6,630 9,457 74,605 68,844
Richard S. Hannye -- -- 817 6,346 6,792 36,404
</TABLE>
(1) Value of unexercised options/SARS is based used the closing stock price at
December 31, 1996.
During 1996, no present or former officer or employee of the
Corporation or its subsidiary and no individual who had a relationship with the
Corporation requiring disclosure under Item 404 of Regulation S-K participated
in deliberations of the Compensation, Option and Appreciation Rights Plan
Committee, concerning executive officer compensation. Lee E. Tabas and Daniel M.
Tabas attended the meetings, but did not vote on their own compensation.
COMPENSATION, STOCK OPTION AND APPRECIATION RIGHTS PLAN COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Board of Directors of Royal Bancshares of Pennsylvania, Inc. is
responsible for the governance of the Corporation and its subsidiaries. In
fulfilling its fiduciary duties, the Board of Directors acts in the best
interests of the Corporation's shareholders, customers and the communities
served by the Corporation and its subsidiaries. To accomplish the strategic
goals and objectives of the Corporation, the Board of Directors engages
competent persons to accomplish these objectives with integrity and in a
cost-effective manner. The compensation of these individuals is part of the
Board of Directors' fulfillment of its duties to accomplish the Corporation's
strategic mission. The Corporation provides compensation to its employees.
The fundamental philosophy of the Corporation's and the Bank's
compensation program is to offer competitive compensation opportunities for all
employees based on the individual's contribution
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<PAGE> 12
and personal performance. The compensation program is administered by a
committee comprised of outside directors. The objectives of the Compensation,
Stock Option and Appreciation Rights Plan Committee (the "Committee") are to
establish a fair compensation policy to govern executive officers' base salaries
and incentive plans, to attract and motivate competent, dedicated, and ambitious
managers whose efforts will enhance the products and services of the
Corporation, the results of which will be improved profitability, increased
dividends to the Corporation shareholders and subsequent appreciation in the
market of the Corporation's shares.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee increased the Chief Executive Officer's (the "CEO") 1995
aggregate compensation by one percent (1%) to 1996 aggregate compensation of
$355,988 in light of the Corporation's 1995 performance accomplishments: net
income of $8.3 million, return on average equity of 11.1%, and nonperforming
assets plus other real estate owned to total assets plus other real estate
owned, of 2.03%. There is, however, no direct correlation between the CEO's
compensation, the CEO's increase in compensation and any of the above criteria,
nor is there any weight given by the Committee to any of the above specific
individual criteria. Such increase in the CEO's compensation is based on the
committee's subjective determination after review of all information, including
the above, that it deems relevant.
EXECUTIVE OFFICERS COMPENSATION
The Committee increased the Corporation's four Executive Officer's 1995
aggregate compensation by one percent (1%) to 1996 aggregate compensation of
$965,739. Compensation increases were determined by the Committee based on
subjective analysis of the Executive Officer's contribution to the Corporation's
strategic goals and objectives. In determining whether strategic goals have been
achieved, the Committee consider among numerous factors the following: the
Corporation's performance as measured by earnings, revenues, return on assets,
return on equity, market share, total assets and non-performing loans. Although
the performance and increases in compensation were measured in light of these
factors, there is no direct correlation between any specific criterion and the
employees compensation, nor is there any specific weight provided to any such
criteria in the committee's analysis. The determination by the Committee is
subjective after review of all information, including the above, it deems
relevant. In addition to base salary, executive officers of the Corporation may
participate in the 401(k) plan and the Employee Stock Option and Appreciation
Rights Plan.
Total compensation opportunities available to the employees of the
Corporation are influenced by general labor market conditions, the specific
responsibilities of the individual, and the individual's contributions to the
Corporation's success. Individuals are reviewed annually on a calendar year
basis. The Corporation strives to offer compensation that is competitive with
that offered employees of comparable size in our industry. Through these
compensation policies, the Corporation strives to meets its strategic goals and
objectives to its constituencies and provide compensation that is fair and
meaningful to its employees.
COMPENSATION, STOCK OPTION AND APPRECIATION RIGHTS PLAN COMMITTEE
Charles W. Burhans Edward B. Tepper Katherine B.L. Platt
Frank Grossman Carl M. Cousins
11
<PAGE> 13
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In the ordinary course of business, Royal Bank of Pennsylvania, the
wholly-owned banking subsidiary of the Corporation (the "Bank"), has had, and
expects to have in the future, banking transactions with directors, officers,
principal shareholders of the Corporation and the Bank and their associates
which involve substantially the same terms, including interest rates, collateral
and repayment terms as those prevailing at the time for comparable transactions
with others and no more than the normal risk of collectability or other
unfavorable features. No transaction during the three years ended December 3l,
1996 of the above nature exceeded $8,000,000 or 10 percent of the equity capital
accounts of the Corporation.
The largest aggregate amount of indebtedness to the Corporation and the
Bank during the year l996, by all Directors and Officers of the Corporation and
Bank as a group, and their associates was $11,700,000. The total of such
outstanding loans at December 3l, l996 was $5,462,000. Interest rates ranged for
fixed rates from 7.5 percent to 10.5 percent. Floating rates ranged from prime
to prime plus 2.5 points.
The Corporation has had and intends to have business transactions in
the ordinary course of business with directors, officers and associates on
comparable terms as those prevailing from time to time for other nonaffiliated
vendors of the Corporation. In particular, the Corporation has used hospitality
services of Directors Howard Wurzak, and Daniel Tabas. Director Albert Ominsky's
law firm provides legal services to the Bank. Director Edward Tepper provides
construction supervision and property inspection services to the Bank.
12
<PAGE> 14
COMMON STOCK PERFORMANCE GRAPH
The following performance graph shows cumulative investment returns to
shareholders based on the assumptions that (A) an investment of $100 was made on
December 31, 1991, in each of the following: (i) Royal Bancshares of
Pennsylvania, Inc. Class A Common Stock, (ii) the stock of all United States
companies trading on the NASDAQ market, and (iii) common stock of the peer group
of Mid-Atlantic banks with less than $500 million in assets; and (B) all
dividends were reinvested in such securities over the past five years.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
TOTAL RETURN PERFORMANCE
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ROYAL BANCSHARES OF PENNSYLVANIA, INC. 100.00 103.49 186.77 215.95 301.25 385.86
NASDAQ -- TOTAL US 100.00 116.38 133.59 130.59 184.67 227.16
ROYAL BANCSHARES PEER GROUP 100.00 115.67 162.71 169.53 203.46 246.27
</TABLE>
BENEFICIAL OWNERSHIP - COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and persons who own more than
10 percent of the registered class of the Corporation's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than 10 percent
shareholders are required by SEC regulation to furnish the Corporation copies of
all Section 16(a) forms they file.
Based solely on its review of forms that were received from certain
reporting persons, or written representations from reporting persons that no
Forms 5 were required for those persons, the Corporation believes that during
the period January 1, 1996 through December 31, 1996, its officers and directors
were in compliance with all filing requirements applicable to them.
13
<PAGE> 15
LEGAL PROCEEDINGS
In the opinion of the management of the Corporation, there are no
proceedings pending to which the Corporation and the Bank are a party or to
which its property is subject, which, if determined adversely to the Corporation
and the Bank, would be material in relation to the Corporation's and the Bank's
financial condition. There are no proceedings pending other than litigation
incident to the business of the Corporation and the Bank. In addition, no
material proceedings are pending or are known to be threatened or contemplated
against the Corporation and the Bank by government authorities.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation engaged Grant Thornton, LLP as its independent public
accountant to audit all banking operations for fiscal year 1996. The Corporation
has selected Grant Thornton, LLP as its independent public accountant for the
fiscal year l997. Representatives of Grant Thornton, LLP may be present at the
Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions
of the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's Proxy Statement for its 1998 Annual
Meeting of Shareholders must deliver such proposal in writing to the President
of Royal Bancshares of Pennsylvania, Inc. at its principal executive offices,
732 Montgomery Avenue, Narberth, Pennsylvania 19072, not later than Thursday,
February 21, 1998.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their best judgment.
ADDITIONAL INFORMATION
A COPY OF THE CORPORATION'S 1996 ANNUAL REPORT TO SHAREHOLDERS IS ENCLOSED.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S REPORT ON
FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, AS REQUIRED TO BE FILED WITH SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES AND EXCHANGE
ACT OF 1934 WILL BE PROVIDED WITHOUT CHARGE. REQUESTS SHOULD BE ADDRESSED TO
JAMES J. MCSWIGGAN, TREASURER AND CFO, ROYAL BANCSHARES OF PENNSYLVANIA, INC.,
732 MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072.
14
<PAGE> 16
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 19, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Lee E. Tabas and Robert
R. Tabas and each or any of them, proxies of the undersigned, with full power of
substitution, to vote all of the shares of the Class A Common Stock and all of
the Shares of Class B Common Stock of ROYAL BANCSHARES OF PENNSYLVANIA, INC.
that the undersigned may be entitled to vote at the Annual Meeting of
Shareholders to be held at Twelve Caesars Banquet Facility, 4200 City Line
Avenue, Philadelphia, Pennsylvania 18049, on Thursday, June 19, 1997, at 6:30
p.m., prevailing time, and at any adjournment or postponement thereof as
follows:
ELECTION OF CLASS I DIRECTORS TO SERVE FOR A THREE-YEAR TERM
_____FOR all nominees _____WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below) below
Joseph P. Campbell, Daniel M. Tabas, Susan K.T. Tepper, Howard Wurzak
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
The Board of Directors recommends a vote FOR the election of the
nominees listed above.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE.
Dated:__________________________, 1997
______________________________________
______________________________________
Signature(s)
(Seal)
Number of Shares Held of
Record on May 8, 1997
LEE E. TABAS AND ROBERT R. TABAS, THE PERSONS NAMED AS PROXIES, WILL
HAVE THE RIGHT TO VOTE CUMULATIVELY AND TO DISTRIBUTE THEIR VOTES AMONG THE
NOMINEES AS THEY CONSIDER ADVISABLE, UNLESS A SHAREHOLDER INDICATES ON HIS OR
HER PROXY HOW HE OR SHE DESIRES THE VOTES TO BE CUMULATED FOR VOTING PURPOSES.
15
<PAGE> 17
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE TO THE CORPORATION IN
THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY,
EACH OWNER SHOULD SIGN. THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED AND MAY BE WITHDRAWN IF YOU ELECT TO ATTEND THE ANNUAL MEETING AND
WISH TO VOTE IN PERSON AFTER GIVING WRITTEN NOTICE TO THE SECRETARY OF THE
CORPORATION.
________ Check here if you plan to attend the dinner following the Annual
Meeting of Shareholders. If you plan to attend the dinner, please indicate the
number of attendees:
Please also give the name of your guest ______________.
16
