<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:
- --------------------------------------------------------------------------------
<PAGE> 2
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 17, 1998
------------------------
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 17, 1998, at 6:30 p.m. for the following purposes:
1. ELECTION OF DIRECTORS. To elect five Class II 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 6, 1998, are
entitled to notice of and to vote at the meeting.
A copy of the 1997 Annual Report of Royal Bancshares of Pennsylvania, Inc.
has been provided contemporaneously herewith. Additional copies of the 1997
Annual Report are available upon request.
By Order of the Board of Directors
/s/ RICHARD S. HANNYE
--------------------------------------
Richard S. Hannye, Esquire
Secretary
Enclosures (Proxy Card and Annual Report)
May 22, 1998
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 17, 1998
------------------------
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 17, 1998, 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 22, 1998.
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 five nominees for Class II 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 6, 1998 (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 6,815,125 shares of Class A Common Stock ($2.00 par value per share)
and 1,587,807 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."
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. 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.
<PAGE> 4
In the case of the election of directors and assuming the presence of a
quorum, the five candidates for Class II receiving the highest number of votes
in Class II 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 shareholder (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 of February
28, 1998, on which date 6,813,645 Class A shares and 1,587,921 Class B shares
were issued and outstanding.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1)(2) CLASS (8)
- ------------------------------------ ------------------- ----------
<S> <C> <C>
Daniel M. Tabas(3)(6)(7)............................. 3,477,860 (Class A) 50.54%
543 Mulberry Lane 1,106,878 (Class B) 69.71%
Haverford, PA 19041
Lee E. Tabas(4)(6)(7)................................ 617,517 (Class A) 8.83%
1 Dove Lane 103,146 (Class B) 6.50%
Haverford, PA 19041
Richard Tabas(5)(7).................................. 55 (Class A) --%
1309 Lafayette Road 107,963 (Class B) 6.80%
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 any shares that the individual has the right to acquire
within 60 days of February 28, 1998. In addition, a person is deemed to
beneficially 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 3,477,860 shares of Class A Common Stock and the 1,106,878 Class B
shares beneficially owned by Daniel M. Tabas include: 2,251,276 shares of
Class A Common Stock and 746,111 shares of Class B Common Stock held jointly
with his wife, Evelyn R. Tabas; 60,831 shares of Class A Common Stock and
26,462 shares of Class B Common Stock owned by Rome Enterprise, a
partnership controlled by Mr. Tabas; 1,016,743 shares of Class A Common
Stock and 334,288 shares of Class B Common Stock owned by the children of
Mr. Tabas; 81,211 shares of Class A Common Stock and 17 shares of Class B
Common Stock controlled by Evelyn R. Tabas as custodian for her
grandchildren; and options to purchase 67,799 shares of Class A Common Stock
that are exercisable within 60 days of February 28, 1998. Mr. Tabas shares
power with Evelyn R. Tabas to vote and dispose of 3,477,860 shares of Class
A Common Stock and 1,106,878 shares of Class B Common Stock. In calculating
the tabulated percent of class, the additional 67,799 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,
1998 held by Mr. Tabas, were exercised.
(4) The 617,517 shares of Class A Common Stock and 103,146 shares of Class B
Common Stock beneficially owned by Lee E. Tabas include: 122,199 shares of
Class A Common Stock and 41,550 shares of Class B
2
<PAGE> 5
Common Stock owned jointly with his wife, Nancy Tabas; 3,574 shares of Class
A Common Stock owned by his wife, Nancy Tabas; 27,360 shares of Class A
Common Stock and 3,106 shares of Class B Common Stock owned by Mr. Tabas as
custodian for his children; and options to purchase 179,503 shares of Class
A Common Stock exercisable within 60 days of February 28, 1998. Mr. Tabas
has sole power to vote and dispose of 329,422 shares of Class A Common Stock
and 44,656 shares of Class B Common Stock. In addition, 196,190 shares of
Class A Common Stock and 58,490 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 179,503 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, 1998, were exercised.
(5) The 55 shares of Class A Common Stock and 107,963 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; 13,049 shares of Class B Common
Stock owned by his mother, Harriette Tabas; 55 shares of Class A Common
Stock and 162 shares of Class B Common Stock owned by his wife, Leslie
Silverman, Esquire; and 20,479 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 20,479 shares of
Class B Common Stock, and has no power to vote or dispose of 55 shares of
Class A Common Stock and 13,211 shares of Class B Common Stock.
(6) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Susan Tabas Tepper, Howard
Wurzak, members of their immediate families and their affiliates and
associates, in the aggregate, own 4,516,755 shares of Class A Common Stock
and 1,323,980 shares of Class B Common Stock.
(7) M. Tabas is the father of Lee E. Tabas, Robert R. Tabas and Susan 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, 1998 have been exercised and, therefore, on a pro forma basis,
7,132,541 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 1997 Annual Meeting of Shareholders. On June 19,
1997, Charles Burhans, a Class I director, became a Director Emeritus. On
September 18, 1997, Charles Willner, a Class II director , became a Director
Emeritus. Effective December 31, 1997, Katherine B. L. Platt, a Class III
director, resigned. Gregory Reardon was appointed as a Class II Director on July
17, 1997. Anthony J. Micale was appointed as a Class II director on November 20,
1997. Terri N. Gelberg was appointed as a Class II director on January 14, 1998.
At the April 22, 1998 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 5 and the number in Class III at 4. The Board of Directors then appointed
Terri N.
3
<PAGE> 6
Gelberg, who was a member of Class II, to fill the vacancy in Class III, and
thereby make the size of the respective Classes as nearly even as possible.
The Board of Directors has presently fixed the number of directors at
thirteen. There are five directors whose term of office will expire at the
Meeting and eight continuing directors whose terms of office will expire at the
1999 or 2000 Annual Meeting. The Board of Directors has nominated the following
five persons for election to the Board of Directors as Class II Directors for a
term of three years:
<TABLE>
<S> <C>
Jack R. Loew Gregory T. Reardon
Anthony J. Micale Robert R. Tabas
Albert Ominsky
</TABLE>
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 six
Directors Emeritus of the Corporation: Anthony Arobone, Royal Flagg Jonas,
Alfred Stein, Charles Willner, Frank Grossman and Maurice Tepper. 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 five candidates receiving the highest number of votes for Class
II, shall be elected. There are no conditions precedent to the exercise of
cumulative voting rights. Daniel M. Tabas and Lee E. 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.
4
<PAGE> 7
INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS
AND EXECUTIVE OFFICERS
Information concerning the five persons to be nominated for election to the
Board of Directors as Class II 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, 1998, 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
Jack R. Loew...................................... 50 1997 -- --
Anthony J. Micale................................. 60 1997 -- --
Albert Ominsky(6)................................. 64 1982 23,278(A) 0.64%
27,608(B)
Robert R. Tabas(11)............................... 42 1988 174,779(A) 2.78%
56,988(B)
Gregory T. Reardon................................ 44 1997 500(A) .01%
DIRECTORS CONTINUING IN OFFICE
Joseph P. Campbell................................ 51 1982 61,682(A) 0.90%
14,110(B)
Daniel M. Tabas(7)(10)............................ 74 1980 3,477,860(A) 54.56%
1,106,878(B)
Susan Tabas Tepper(8)............................. 35 1996 196,377(A) 3.03%
56,968(B)
Howard Wurzak(9).................................. 43 1985 50,222(A) 0.58%
Carl M. Cousins................................... 65 1993 7,981(A) 0.09%
Terri N. Gelberg.................................. 49 1998 -- --
Lee E. Tabas(5)................................... 48 1980 617,517(A) 8.35%
103,146(B)
Edward B. Tepper.................................. 58 1986 22,953(A) 0.59%
24,085(B)
EXECUTIVE OFFICERS
James J. McSwiggan.................................. 42 1993 11,129(A) 0.13%
Chief Financial
Officer and Treasurer
Richard S. Hannye................................... 40 1993 1,170(A) 0.01%
Secretary and
General Counsel
PERCENT OF
CLASS(5)
-----
All directors and executive officers as
a group (15 persons).............................. -- -- 4,647,063(A) 65.15%
1,497,746(B) 94.32%
</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
5
<PAGE> 8
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, 1998, 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, 1998, issued to
directors and officers, have been exercised and therefore, on a pro forma
basis, 7,132,541 shares of Class A Common Stock would be outstanding at
February 28, 1998.
(5) The 617,517 shares of Class A Common Stock and 103,146 shares of Class B
Common Stock beneficially owned by Lee E. Tabas include: 122,199 shares of
Class A Common Stock and 41,550 shares of Class B Common Stock owned
jointly with his wife, Nancy Tabas; 3,574 shares of Class A Common Stock
owned by his wife, Nancy Tabas; 27,360 shares of Class A Common Stock and
3,106 shares of Class B Common Stock owned by Mr. Tabas as custodian for
his children; and options to purchase 179,503 shares of Class A Common
Stock exercisable within 60 days of February 28, 1998. Mr. Tabas has sole
power to vote and dispose of 329,422 shares of Class A Common Stock and
44,656 shares of Class B Common Stock. In addition, 196,190 shares of Class
A Common Stock and 58,490 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 179,503 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, 1998, were exercised.
(6) The 23,278 shares of Class A Common Stock and the shares of 27,608 Class B
Common Stock beneficially owned by Mr. Ominsky include: 10,020 shares of
Class A Common Stock and 27,608 shares of Class B Common Stock owned by
Ominsky Messa & Tanner, P.C. as trustee for a rollover account for the
benefit of Albert Ominsky; 4,414 shares of Class A Common Stock owned by
Ominsky Messa & Tanner, P.C. Profit Sharing Plan, and options to purchase
8,844 shares of Class A Common Stock exercisable within 60 days of February
28, 1998.
(7) The 3,477,860 shares of Class A Common Stock and the 1,106,878 Class B
shares beneficially owned by Daniel M. Tabas include: 2,251,276 shares of
Class A Common Stock and 746,111 shares of Class B Common Stock held
jointly with his wife, Evelyn R. Tabas; 60,831 shares of Class A Common
Stock and 26,462 shares of Class B Common Stock owned by Rome Enterprise, a
partnership controlled by Mr. Tabas; 1,016,743 shares of Class A Common
Stock and 334,288 shares of Class B Common Stock owned by the children of
Mr. Tabas; 81,211 shares of Class A Common Stock and 17 shares of Class B
Common Stock controlled by Evelyn R. Tabas as custodian for her
grandchildren; and options to purchase 67,799 shares of Class A Common
Stock that are exercisable within 60 days of February 28, 1998. Mr. Tabas
shares power with Evelyn R. Tabas to vote and dispose of 3,477,860 shares
of Class A Common Stock and 1,106,878 shares of Class B Common Stock. In
calculating the tabulated percent of class, the additional 67,799 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, 1998 held by Mr. Tabas, were exercised.
(8) The 196,377 shares of Class A Common Stock and the 56,968 shares of Class B
Common Stock beneficially owned by Susan Tabas Tepper include 192,481
shares of Class A Common Stock and 56,968 shares of Class Common Stock
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 Daniel M. Tabas retains voting control.
6
<PAGE> 9
(9) The 50,222 shares of Class A Common Stock beneficially owned by Mr. Wurzak
include 41,378 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.
(10) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Susan Tabas Tepper, Howard
Wurzak and members of their immediate families and their affiliates and
associates, in the aggregate, own 4,516,755 shares of Class A Common Stock
(67.75% 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 1,323,980 shares of Class B Common
Stock.
(11) Included in Robert R. Tabas's beneficial ownership are 142,975 shares of
Class A Common Stock and 52,509 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 II DIRECTORS -- NOMINEES (THREE YEAR TERM)
Jack R. 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.
Anthony J. Micale, a DIRECTOR of the Corporation is President of Micale
Management Corporation and owns and operates eight MacDonald's restaurants.
Albert Ominsky, a DIRECTOR of the Corporation, is an attorney and President
of the law firm of Ominsky, Messa & Tanner, P.C. in Philadelphia, Pennsylvania.
Gregory T. Reardon, a DIRECTOR of the Corporation, is the Managing
Shareholder of a public accounting firm Weiss, Toub, Reardon & Company, P.C. in
Philadelphia Pennsylvania, and President and owner of Valuation Advisors, Inc.,
a business appraisal firm in Philadelphia Pennsylvania.
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 Tabas Tepper and the
brother-in-law of Howard Wurzak.
CLASS I DIRECTORS -- CONTINUING IN OFFICE
Joseph P. 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
Tabas Tepper, and the father-in-law of Howard Wurzak.(1)
Susan 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 Tabas Tepper. (1)
7
<PAGE> 10
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.
Terri N. Gelberg, a DIRECTOR of the Corporation, is the founding partner of
Gelberg & Associates, P.C. in Philadelphia, Pennsylvania.
Lee Evan Tabas is the President, Chief Executive Officer and a DIRECTOR of
the Corporation. He is the son of Daniel M. Tabas, the brother of Robert R.
Tabas and Susan 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 Tabas Tepper.
- ---------------
(1) During 1997, 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.
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 eighteen meetings
in 1997. The members of the Executive Board during 1997 were Daniel M. Tabas,
Lee E. Tabas, Albert Ominsky, Charles P. Willner (no longer a director), Edward
B. Tepper, Gregory T. Reardon 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 1997. The members of the Audit Committee
during 1997 were Daniel M. Tabas (ex officio), Lee E. Tabas (ex officio),
Charles W. Burhans (no longer a director), Susan Tabas Tepper, Charles P.
Willner (no longer a director), and Jack R. Loew. 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 Committee met three times in 1997. The members of this
committee were Charles W. Burhans (no longer a director), Edward B. Tepper, Carl
M. Cousins, Katherine B. L. Platt (no longer a director), Jack R. Loew and Terri
N. Gelberg. Daniel M. Tabas and Lee E. Tabas attended the meetings in an ex
officio capacity. The committee has the authority to manage, administer, amend
and interpret the Stock Option Plan 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 1997. Each incumbent director attended at least 75 percent of the
aggregate number of meetings of the Board of Directors and the various
committees on which he or she served.
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<PAGE> 11
REMUNERATION OF DIRECTORS AND OFFICERS AND OTHER TRANSACTIONS
Each member of the Board of Directors receives a fee of $500 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 $100,000 in 1997 for services rendered during the past three fiscal
years.
<TABLE>
<CAPTION>
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
COMPENSATION AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) ($) ($) SARS(#) ($)(1)
- --------------------------- ---- --------- ----------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas............... 1997 318,200 130,463 32,000 -- 7,800 2,550
Chairman of the Board......... 1996 308,112 129,509 30,800 -- 21,589 2,550
1995 300,597 132,564 30,800 -- 25,505 2,550
Lee E. Tabas.................. 1997 251,210 95,640 18,900 -- 7,800 2,550
President and CEO............. 1996 243,247 94,941 17,800 -- 17,044 2,550
1995 237,314 97,180 17,800 -- 20,136 2,550
Joseph P. Campbell............ 1997 159,305 37,323 6,000 -- 3,480 2,550
Managing Director............. 1996 154,256 37,050 4,800 -- 4,632 2,550
1995 150,493 37,924 4,800 -- 3,648 2,550
James J. McSwiggan............ 1997 122,146 28,617 -- -- 2,668 2,550
Treasurer and CFO............. 1996 118,274 28,408 -- -- 3,078 2,550
1995 115,390 29,078 -- -- 2,797 2,550
Richard S. Hannye............. 1997 158,783 -- 1,020 -- 2,312 2,550
Corporate Counsel............. 1996 153,750 -- 780 -- 3,552 2,550
1995 150,000 -- 720 -- 3,636 2,550
</TABLE>
- ---------------
(1) Consists of Bank'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. The Plan is
administered by J. M. Singley Associates, Inc. Each employee participant is
entitled to contribute up to 15% of his gross salary or $9,500, whichever is
less. Senior management executives are asked to refrain from contributing to
the plan in the event the administrator determines such contributions would
make the Plan top heavy. Each participant in the Plan will have credited to
his Participant's Benefit Account his proportionate share of all appropriate
amounts. Future benefits are based on future contributions.
(2) Bonuses of Messrs. Tabas, Campbell and McSwiggan are performance based and
tied to goals set by the Compensation Committee.
EMPLOYEE OPTIONS/SAR GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
POTENTIAL
REALIZED
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF %OF TOTAL STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTIONS EMPLOYEES PRICE EXPIRATION -----------------
NAME GRANTED(#)(1) IN FISCAL YEARS ($/SH) DATE 5% 10%
- ---- ------------- --------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas......................... 7,800 19.195% 13.75 4/20/07 67,489 170,929
Lee E. Tabas............................ 7,800 19.195% 13.75 4/20/07 67,449 170,929
Joseph P. Campbell...................... 3,480 8.564% 13.75 4/20/07 30,093 76,261
James J. McSwiggan...................... 2,668 6.566% 13.75 4/20/07 23,071 58,466
Richard S. Hannye....................... 2,312 5.690% 13.75 4/20/07 19,993 50,665
</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, 1997).
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<PAGE> 12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 1997 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED DECEMBER 31, 1997 DECEMBER 31, 1997
ON VALUE ------------------------------ ---------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE(#) UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
- ---- ----------- ----------- -------------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas............ 47,373 1,933,110 67,799 62,689 2,264,956 1,822,609
Lee E. Tabas............... -- -- 179,503 51,132 6,645,576 1,455,736
Joseph P. Campbell......... 2,224 64,437 9,446 12,130 300,313 300,545
James J. McSwiggan......... 1,779 51,544 8,182 9,540 258,193 238,701
Richard S. Hannye.......... 2,339 45,274 -- 7,514 -- 179,623
</TABLE>
- ---------------
(1) Value of unexercised options/SARS is based used the closing stock price at
December 31, 1997.
During 1997, 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 Committee, concerning executive officer
compensation. Lee E. Tabas and Daniel M. Tabas attended the meetings in an
ex-officio capacity, but did not vote.
COMPENSATION 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 and personal performance. The
compensation program is administered by a committee comprised of outside
directors. The objectives of the Compensation 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") 1997
aggregate compensation by three percent (3%) to 1997 aggregate compensation of
$365,750 in light of the Corporation's 1996 performance accomplishments: net
income of $10.2 million, return on average equity of 12.7%, and nonperforming
assets plus other real estate owned to total assets plus other real estate
owned, of 1.45%. 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 specific 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.
10
<PAGE> 13
EXECUTIVE OFFICERS COMPENSATION
The Committee increased the Corporation's four Executive Officer's 1996
aggregate compensation by three percent (3%) to 1997 aggregate compensation of
$993,857. 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,
growth in assets, return on equity, and the level of nonperforming assets.
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.
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 COMMITTEE
<TABLE>
<S> <C>
Edward B. Tepper Carl M. Cousins
Jack R. Loew Terri N. Gelberg
</TABLE>
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. During the three years ended December 31, 1997 no
transaction of the above nature exceeded $9,000,000 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 1997, by all Directors and Officers of the Corporation and
Bank as a group, and their associates was $14,651,598. The total of such
outstanding loans at December 31, 1997 was $14,651,598. 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.
11
<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, 1992, 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.
<TABLE>
<CAPTION>
Measurement Period Royal Bancshares NASDAQ - Total Royal Bancshares
(Fiscal Year Covered) of Pennsylvania U.S. Peer Group
<S> <C> <C> <C>
31-Dec-92 100 100 100
31-Dec-93 180.46 114.8 140.67
31-Dec-94 208.65 112.21 146.56
31-Dec-95 291.06 158.7 175.9
31-Dec-96 372.84 195.19 212.91
31-Dec-97 825.87 239.53 362.57
</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, 1997 through December 31, 1997, its officers and directors
were in compliance with all filing requirements applicable to them.
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.
12
<PAGE> 15
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, 1999.
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 1997 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, 1997, 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.
13
<PAGE> 16
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Daniel M. Tabas and Lee
E. 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 Wednesday, June 17, 1998, at 6:30
p.m., prevailing time, and at any adjournment or postponement thereof as
follows:
ELECTION OF CLASS II 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
Jack R. Loew, Anthony J. Micale, Albert Ominksy, Gregory T. Reardon,
Robert R. Tabas
(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:__________________________________, 1998
_____________________________________________
_____________________________________________
Signature(s) (Seal)
Number of Shares Held of
Record on May 6, 1998
________________________
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.
18
<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 .
_________________________________________________________________
19
