<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
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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 MAY 24, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ROYAL
BANCSHARES OF PENNSYLVANIA, INC. will be held at the Radisson Twelve Caesars
hotel and banquet facility, 4200 City Line Avenue, Philadelphia, Pennsylvania,
19131 on Wednesday, May 24, 2000, at 6:30 p.m., for the following purposes:
1. ELECTION OF DIRECTORS. To elect five 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 April 4, 2000,
are entitled to notice of and to vote at the meeting.
A copy of the 1999 Annual Report of Royal Bancshares of Pennsylvania,
Inc. has been provided contemporaneously herewith. Additional copies of the 1999
Annual Report are available upon request.
By Order of the Board of Directors
/s/ Richard S. Hannye, Esquire
Richard S. Hannye, Esquire
Secretary
Enclosures (Proxy Card and Annual Report)
April 25, 2000
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 MAY 24, 2000
We furnish this proxy statement in connection with the solicitation of
proxies by the Board of Directors of Royal Bancshares of Pennsylvania, Inc., for
the Annual Meeting of Shareholders of the corporation to be held on May 24,
2000, and any adjournment or postponement of the meeting. The corporation will
bear the expense of soliciting proxies. 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 April 25, 2000.
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. You may revoke
any proxy given pursuant to this solicitation by delivering written notice of
revocation to Richard S. Hannye, Esquire, Secretary of the corporation, at the
address that appears above, at any time before the proxy is voted at the
meeting. Unless revoked, the proxyholders will vote any proxy given pursuant to
this solicitation at the meeting in accordance with the instructions of the
shareholder giving the proxy. In the absence of instructions, proxyholders will
vote all proxies FOR the election of the five 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, proxyholders will vote any proxy given pursuant to this
solicitation 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 April 4, 2000, are
entitled to vote at the meeting and any adjournment or postponement thereof. At
the close of business on April 4, 2000, there were issued and outstanding
8,067,132 shares of Class A common stock ($2.00 par value per share) and
1,759,265 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 the shareholder and ten votes for each share of Class B
common stock held by the shareholder on all matters
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<PAGE> 4
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.
In the case of the election of directors, assuming the presence of a
quorum, the five candidates for Class I receiving the highest number of votes in
Class I shall be elected to the Board of Directors. Votes withheld from a
nominee and broker non-votes will not be cast for the 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
corporation to be the beneficial owner of more than 5% of such stock, and all
directors and officers as a group. 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 current rate of 1.15 shares of Class A common stock for each share of
Class B common stock. 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 29, 2000. In addition, a person is deemed to
beneficially own any stock for which he, directly or indirectly, through any
contact, 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. The percent of class assumes all options
exercisable within 60 days of February 29, 2000, have been exercised and,
therefore, on a pro forma basis, 8,345,785 shares of Class A common stock would
be outstanding. The information is furnished as of February 29, 2000, on which
date 8,054,918 Class A shares and 1,766,149 Class B shares were issued and
outstanding.
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<PAGE> 5
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS(6)
---------------- ----- --------
<S> <C> <C>
Daniel M. Tabas (1)(4)(5) 4,158,869(Class A) 50.72%
543 Mulberry Lane 1,257,083(Class B) 71.18%
Haverford, PA 19041
Lee E. Tabas (2)(4)(5) 694,929(Class A) 8.63%
1 Dove Lane 117,149(Class B) 6.63%
Haverford, PA 19041
Richard Tabas (3)(5) 61(Class A) -- %
1309 Lafayette Road 123,366(Class B) 6.99%
Gladwyne, PA 19035
All directors and Executive 4,960,334(Class A) 59.44%
officers as a group (15 PERSONS) 1,490,206(Class B) 84.38%
</TABLE>
(1) The 4,158,869 shares of Class A common stock and the 1,257,083 Class B
shares beneficially owned by Daniel M. Tabas include: 2,556,729 shares of Class
A common stock and 847,345 shares of Class B common stock held jointly with his
wife, Evelyn R. Tabas; 66,458 shares of Class A common stock and 30,054 shares
of Class B common stock owned by Rome Enterprises, a partnership controlled by
Mr. Tabas; 1,160,621 shares of Class A common stock and 379,665 shares of Class
B common stock owned by the children of Mr. Tabas; 230,473 shares of Class A
common stock and 19 shares of Class B common stock controlled by Evelyn R. Tabas
as custodian for her grandchildren; and options to purchase 144,588 shares of
Class A common stock that are exercisable within 60 days of February 29, 2000.
Mr. Tabas shares power with Evelyn R. Tabas to vote and dispose of 4,158,869
shares of Class A common stock and 1,257,083 shares of Class B common stock. In
calculating the tabulated percent of class, the options to purchase 144,588
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
29, 2000, held by Mr. Tabas, were exercised.
(2) The 694,929 shares of Class A common stock and 117,149 shares of Class B
common stock beneficially owned by Lee E. Tabas include: 335,312 shares of Class
A common stock and 46,097 shares of Class B common stock owned jointly with his
wife, Nancy Tabas; 4,027 shares of Class A common stock owned by his wife, Nancy
Tabas; 132,816 shares of Class A common stock and 4,624 shares of Class B common
stock owned by Mr. Tabas as custodian for his children. Mr. Tabas has sole power
to vote and dispose of 472,155 shares of Class A common stock and 50,721 shares
of Class B common stock. In addition, 222,774 shares of Class A common stock and
66,428 shares of Class B common stock are included under the beneficial
ownership of Daniel M. Tabas described in footnote 1 above. These shares of
common stock are held in a trust under which Daniel M. Tabas retains voting
control.
(3) The 61 shares of Class A common stock and 123,366 shares of Class B common
stock beneficially owned by Richard Tabas include: 84,351 shares of Class B
common stock owned solely by Mr. Tabas; 13,702 shares of Class B common stock
owned by his mother, Harriette Tabas; 61 shares of Class A common stock and 185
shares of Class B common stock owned by his wife, Leslie Silverman, Esquire; and
23,259 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 84,351 shares of Class B common stock, shared power to
vote or dispose of 23,259 shares of Class B common stock, and has no power to
vote or dispose of 61 shares of Class A common stock and 13,887 shares of Class
B common stock.
(4) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Murray Stempel, Howard
Wurzak, members of their immediate families and their affiliates and associates,
in the aggregate, own 4,791,302 shares of Class A common stock and 1,312,893
shares of Class B common stock.
(5) Daniel M. Tabas is the father of Lee E. Tabas and Robert R. Tabas, the uncle
of Richard Tabas, and the father in law of Murray Stempel and Howard Wurzak.
(6) The percent of class assumes all options exercisable within 60 days of
February 29, 2000, have been exercised and, therefore, on a pro forma basis,
8,435,785 shares of Class A common stock would be outstanding.
ELECTION OF DIRECTORS
The Bylaws of the corporation provide that the Board of Directors
consists of not less than 5 nor more than 25 persons and that the directors are
classified with respect to the time they hold office by dividing them into 3
classes, as nearly equal in number as possible. The Bylaws further provide that
the directors of each class are elected for a 3 year term, so that the term of
office of one class of directors
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<PAGE> 6
expires 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 is determined by the Board of Directors. Any vacancy occurring on the
Board of Directors is filled by appointment by the remaining directors. Any
director who is appointed to fill a vacancy holds office until the expiration of
the term of office of the class of directors to which he or she was appointed.
There are presently 14 members of the Board of Directors. There has
been one change in the membership of the corporation's Board of Directors since
the 1999 Annual Meeting of Shareholders. On June 23, 1999, James J. McSwiggan
was appointed as a Class I Director. At the March 15, 2000 meeting of the
corporation's Board of Director's, in accordance with Article 10 of the
corporation's Bylaws, the directors fixed the number of directors in Class I at
5, the number of directors in Class II at 5 and the number of directors in Class
III at 4.
The Board of Directors has nominated the following 5 persons for
election to the Board of Directors as Class I Directors for a term of 3 years:
<TABLE>
<CAPTION>
<S> <C>
Joseph P. Campbell Daniel M. Tabas
James J. McSwiggan Howard Wurzak
Murray Stempel, III
The 9 Class II and Class III directors will continue in office.
</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 has
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 votes for
one candidate or may distribute them among any 2 or more candidates in that
class. The 5 candidates receiving the highest number of votes for Class I at the
meeting will be elected. There are no conditions precedent to the exercise of
cumulative voting rights. Robert R. Tabas and Richard S. Hannye, the persons
named as proxies, 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 votes are to be cumulated for voting purposes.
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<PAGE> 7
INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS
AND EXECUTIVE OFFICERS
Information concerning the directors of the corporation, including the
5 persons nominated for election to the Board of Directors as Class I Directors
at the meeting, the 9 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 29, 2000, 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 STOCK
---- --- ----- ----- -----
NOMINEES FOR CLASS I DIRECTOR
- -----------------------------
<S> <C> <C> <C> <C>
Daniel M. Tabas(3)(5) 76 1980 4,158,869(A) 54.78%
1,257,083(B)
Joseph P. Campbell 53 1982 91,924(A) 0.91%
Howard Wurzak(4)(5) 44 1985 249,203(A) 3.15%
59,758(B)
Murray Stempel, III(5)(7) 44 1998 230,214(A) 3.02%
64,910(B)
James J. McSwiggan 44 1999 22,768(A) 0.23%
CLASS II DIRECTORS
- ------------------
Albert Ominsky(2) 66 1982 29,758(A) 0.63%
29,862(B)
Robert R. Tabas(5)(6) 44 1988 216,997(A) 2.88%
64,910(B)
Anthony J. Micale 62 1997 4,899(A) 0.05%
Gregory T. Reardon 46 1997 3,751(A) 0.04%
Jack R. Loew 52 1997 8,231(A) 0.08%
</TABLE>
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<PAGE> 8
CLASS III DIRECTORS
- -------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Lee E. Tabas (1)(5) 50 1980 694,929(A) 8.23%
117,149(B)
Edward B. Tepper 60 1986 8,841(A) 0.36%
24,085(B)
Carl M. Cousins 67 1993 12,517(A) 0.12%
John M. Decker 39 1998 19,667(A) 0.19%
</TABLE>
<TABLE>
<CAPTION>
NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
<S> <C> <C> <C> <C>
Richard S. Hannye 42 1993 8,079(A) 0.08%
Secretary and General
Counsel
</TABLE>
The information in this table was furnished by the beneficial owners or their
representatives and includes direct and indirect ownership.
We assume full conversion of Class B common stock to Class A common stock at the
current conversion factor of 1.15 shares of Class A common stock 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 the 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 the officer and director and to the total number of shares of
Class A common stock outstanding assuming the officer and directors exercised
all outstanding exercisable options.
The table includes options exercisable within 60 days of February 29, 2000,
stock options unexercised, but currently exercisable, and stock beneficially
owned.
The percent of class assumes all outstanding exercisable options and options
exercisable within 60 days of February 29, 2000, issued to directors and
officers, have been exercised and therefore, on a pro forma basis, 9,099,978
shares of Class A common stock would be outstanding at February 29, 2000.
(1) The 694,929 shares of Class A common stock and 117,149 shares of Class B
common stock beneficially owned by Lee E. Tabas include: 335,312 shares of Class
A common stock and 46,097 shares of Class B common stock owned jointly with his
wife, Nancy Tabas; 4,027 shares of Class A common stock owned by his wife, Nancy
Tabas; 132,816 shares of Class A common stock and 4,624 shares of Class B common
stock owned by Mr. Tabas as custodian for his children. Mr. Tabas has sole power
to vote and dispose of 472,155 shares of Class A common stock and 50,721 shares
of Class B common stock. In addition, 222,774 shares of Class A common stock and
66,428 shares of Class B common stock are included under the beneficial
ownership of Daniel M. Tabas described in footnote 3 below. These shares of
common stock are held in a trust under which Daniel M. Tabas retains voting
control.
(2) The 16,388 shares of Class A common stock and 29,862 shares of Class B
common stock beneficially owned by Mr. Ominsky include: 10,941 shares of Class A
common stock and 29,862 shares of Class B common stock owned by Ominsky & Messa,
P.C. as trustee for a rollover account for the benefit of Albert Ominsky; 4,820
shares of Class A common stock owned by Ominsky & Messa, P.C. Profit Sharing
Plan; and options to purchase 13,370 shares of Class A common stock exercisable
within 60 days of February 29, 2000.
(3) The 4,158,869 shares of Class A common stock and the 1,257,083 Class B
shares beneficially owned by Daniel M. Tabas include: 2,556,729 shares of Class
A common stock and 847,345 shares of Class B common stock held jointly with his
wife, Evelyn R. Tabas; 66,458 shares of Class A common stock and 30,054 shares
of Class B common stock owned by Rome Enterprises, a partnership controlled by
Mr. Tabas; 1,160,621 shares of Class A common stock and 379,665 shares of Class
B common stock owned by the children of Mr. Tabas; 230,473 shares of Class A
common stock and 19 shares of Class B common stock controlled by Evelyn R. Tabas
as custodian for her grandchildren; and options to purchase 144,588 shares of
Class A common stock that are exercisable within 60 days of February 29, 2000.
Mr. Tabas shares power with Evelyn R. Tabas to vote and dispose of 4,158,869
shares of Class A common stock and 1,257,083 shares of Class B common stock. In
calculating the tabulated percent of class, the options to purchase 144,588
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
29, 2000, held by Mr. Tabas, were exercised.
(4) Included in Howard Wurzak's beneficial ownership are 187,845 shares of Class
A common stock and 59,758 shares of Class B common stock which are included in
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.
(5) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Murray Stempel, Howard
Wurzak and members of their immediate families and their affiliates and
associates, in the aggregate, own 4,791,302 shares of Class A common stock
(58.12 % of Class A) and 1,312,893 shares of Class B common stock (74.34% of
Class B), or 61.32% of Class A assuming full conversion of Class B common stock
to Class A common stock at a current conversion factor of 1.15 shares of Class A
common stock for each share of Class B common stock.
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<PAGE> 9
(6) Included in Robert R. Tabas's beneficial ownership are 162,373 shares of
Class A common stock and 59,635 shares of Class B common stock which are
included in 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.
(7) Included in Murray Stempel, III's beneficial ownership are 185,918 shares of
Class A common stock and 64,910 shares of Class B common stock which are
included in 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.
NOMINEES FOR CLASS I DIRECTORS - (THREE YEAR TERM)
Daniel M. Tabas, is the Chairman of the Board and a Director of the
corporation. Mr. Tabas is also an entrepreneur with ownership interests in
Andrew Building Company, Inc., Rome Enterprises, Tabas Family partnership, Acorn
Iron, Inc., Acorn Iron & Steel, Stout Road, Inc., Stout Road Hotel, L.L.P.,
Tabas Brothers and Samuel Tabas Family Enterprises. He is the father of Lee E.
Tabas, Robert R Tabas and the father-in-law of Howard Wurzak and Murray Stempel,
III.
Joseph P. Campbell, is the President and Chief Executive Officer of the
corporation and a Director of the corporation.
James J. McSwiggan, is the Chief Financial Officer and Treasurer of the
corporation and a Director of the corporation.
Murray Stempel, III, is a Senior Vice President and Senior Lender of
Royal Bank of Pennsylvania and a Director of the corporation. Mr. Stempel is the
son-in-law of Daniel M. Tabas, and brother-in-law of Lee E. Tabas, Robert R.
Tabas and Howard Wurzak. Mr. Stempel was formerly a Director, Executive Vice
President and General Manager of Ajax Adhesives Industries, Inc.
Howard Wurzak, a Director of the corporation, is General Manager of the
Radisson Twelve Caesars hotel and 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 Murray Stempel, III.
CLASS II DIRECTORS
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 McDonald's
restaurants.
Albert Ominsky, a Director of the corporation, is an attorney and
President of the law firm of Ominsky & Messa, P.C. in Philadelphia,
Pennsylvania.
Gregory T. Reardon, a Director of the corporation, is President of the
Reardon Group, Inc. The Reardon Group, located in Glen Mills, Pennsylvania,
comprises Weiss + Reardon & Company,
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<PAGE> 10
P.C. (a regional public accounting firm); Reardon Consulting, Inc. (a management
consulting firm); and Valuation Advisors, Inc. (a business appraisal firm). The
Reardon Group is devoted to healthcare and other highly regulated industries.
Robert R. Tabas, is Vice Chairman of the Board and a Director of the
corporation; and a Senior Vice President and Senior Lender of Royal Bank of
Pennsylvania. He is the son of Daniel M. Tabas, brother of Lee E. Tabas and the
brother-in-law of Howard Wurzak and Murray Stempel, III.
CLASS III DIRECTORS
Carl M . Cousins, a Director of the corporation, is the owner and
principal veterinarian of Fairmount Animal Hospital in Philadelphia,
Pennsylvania.
John M. Decker is a Senior Vice President and Senior Lender of Royal
Bank of Pennsylvania and a Director of the corporation.
Lee E. Tabas is a Director of the corporation. He is the son of Daniel
M. Tabas, the brother of Robert R. Tabas and the brother-in-law of Howard Wurzak
and Murray Stempel, III.
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.
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 7 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 twenty meetings
in 1999. The members of the Executive Board during 1999 were Daniel M. Tabas,
Lee E. Tabas, Robert R. Tabas, Joseph P. Campbell, Albert Ominsky, Edward B.
Tepper, Gregory T. Reardon and Howard Wurzak. Lee E. Tabas retired as President
of the corporation on May 31, 1999, and after that date ceased to be a member of
the Executive Board. Robert R. Tabas replaced Lee E. Tabas as a member of the
Executive Committee on May 31, 1999. 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.
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<PAGE> 11
The Audit Committee met once in 1999. The members of the Audit
Committee during 1999 were Joseph P. Campbell (ex officio), James McSwiggan (ex
officio), Jack R. Loew, Terri N. Gelberg (who resigned as a director on May 19,
1999), Anthony J. Micale and Lee E. Tabas (ex officio until he retired as
President of the corporation on May 31, 1999, and a regular member thereafter).
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 once in 1999. The members of this
committee in 1999 were Edward B. Tepper, Carl M. Cousins, Jack R. Loew and
Gregory T. Reardon. Daniel M. Tabas and Joseph P. Campbell attended the meeting
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:
- the employees to whom awards shall be made under the plan;
- the type of the awards to be made and the amount, size and
terms of the awards; and
- when awards shall be granted. Additionally, the committee
reviews and determines compensation for all officers and
employees of the corporation.
The Investment Committee met 5 times in 1999. The members of this
committee in 1999 were Daniel M. Tabas, Joseph P. Campbell, James J. McSwiggan,
Albert Ominsky, Anthony J. Micale, Murray Stempel, John Decker and Lee E. Tabas,
who retired as President of the corporation on May 31, 1999, and ceased to be a
member of the Investment Committee after that date.
The Succession to the President Committee met 3 times in 1999. The
members of this committee are Daniel M. Tabas, Lee E. Tabas, Gregory T. Reardon,
Anthony J. Micale, Robert R. Tabas and Jack R. Loew.
The Board of Directors of the corporation held twelve formal meetings
during 1999. Each director attended at least 75% of the aggregate number of
meetings of the Board of Directors and the various committees on which he or she
served.
REMUNERATION OF DIRECTORS AND OFFICERS AND OTHER TRANSACTIONS
Each member of the Board of Directors received a fee of $500 per board
meeting attended. Additionally, directors received $300 for each committee
meeting attended; however, directors who are also employees of the corporation
are not compensated for attendance at committee meetings.
10
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid by the corporation
to the Chief Executive Officer and each of the four most highly compensated
non-CEO executive officers whose total annual salary and bonus exceeded $100,000
in 1999, for services rendered during the past three fiscal years.
<TABLE>
<CAPTION>
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
COMPENSATION AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS ($)(2) ($) ($) SARS(#) ($)(1)
- --------------------------- ---- --------- ------------ --- --- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas 1999 328,680 172,655 32,000 -- 8,190 2,550
Chairman of the Board 1998 324,007 130,413 32,000 -- 7,800 2,550
1997 318,200 130,463 32,000 -- 7,800 2,550
Lee E. Tabas(3) 1999 109,697 -- 11,300 -- 7,800 2,550
Former President and CEO 1998 255,795 95,603 19,000 -- 7,800 2,550
1997 251,210 95,640 18,900 -- 7,800 2,550
Joseph P. Campbell(3) 1999 199,385 117,000 6,000 -- 3,655 2,550
President and CEO 1998 162,213 37,309 6,000 -- 3,439 2,550
1997 159,305 37,323 6,000 -- 3,480 2,550
James J. McSwiggan 1999 135,800 44,702 3,000 -- 2,802 2,550
Treasurer and CFO 1998 124,375 28,606 -- 1,870 2,550
1997 122,146 28,617 -- -- 2,668 2,550
Richard S. Hannye 1999 164,013 -- 850 -- 2,429 2,550
General Counsel and Secretary 1998 161,681 -- 1,020 -- 1,621 2,550
1997 158,783 -- 1,020 -- 2,312 2,550
Robert R. Tabas 1999 117,761 35,348 6,000 -- 3,206 2,550
Vice Chairman of the Board 1998 116,012 26,699 6,000 -- 1,745 2,550
1997 114,005 26,710 6,000 -- 2,490 2,550
</TABLE>
(1) Consists of the Bank's contribution to its Employee 401(k) Pension Plan,
under which the Board of Directors has an obligation to match 100% 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. Senior management
executives are asked to refrain from contributing to the plan in the event the
administrator determines their 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 Daniel Tabas, Robert Tabas, Joseph Campbell and James McSwiggan
are performance based and tied to goals set by the Stock Option, SARS and
Compensation Committee.
(3) Mr. Tabas resigned as President and Chief Executive Officer, effective May
31, 1999. Mr. Campbell, formerly Managing Director, succeeded Mr. Tabas as
President and Chief Executive Officer of the corporation. The position of
Managing Director was eliminated effective May 31, 1999.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The bank has established the Royal Bank Supplemental Executive
Retirement plan for its executive officers and other key employees for the
purpose of providing supplemental income benefits to plan participants or their
survivors upon participants' retirement or post-retirement death. The bank has
established and maintains a grantor "rabbi" trust for the purpose of
accumulating funds with which to meet the bank's future obligations under the
plan. Although the trust is irrevocable and assets contributed to the trust can
only be used to pay such benefits with certain exceptions, the benefits under
the plan remain obligations of the bank. The bank has purchased company-owned
life insurance policies for its benefit on the lives of certain participants
estimated to be sufficient to recover, over time, the cost of benefits provided
plus the cost of insurance. The program results in little or no cost to
11
<PAGE> 13
the bank over time. Estimated annual benefits payable upon retirement to
participants are intended to provide participants a single life annuity with 120
months certain, commencing at normal retirement age 60, at the rate of up to a
maximum of 50% for each Group 1 participant's final average recognized
compensation (averaged over the three consecutive years which produce the
highest average), not to exceed $110,000; at the rate of up to a maximum of 35%
of each Group 2 participant's final average recognized compensation (averaged
over the 3 consecutive years that produce the highest average), not to exceed
$50,000; and at the rate of up to a maximum of 20% of each Group 3 participant's
final average recognized compensation (averaged over the three consecutive years
which produce the highest average), not to exceed $20,000.
<TABLE>
<CAPTION>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ESTIMATED MAXIMUM ANNUAL BENEFITS AT AGE 60
FINAL AVERAGE SALARY GROUP 1 GROUP 2 GROUP 3
(FAS) PARTICIPANTS PARTICIPANTS PARTICIPANTS
<S> <C> <C> <C>
$ 75,000 $ 37,500 $26,500 $15,000
$100,000 $ 50,000 $35,000 $20,000
$125,000 $ 62,500 $43,750 $20,000
$150,000 $ 75,000 $50,000 $20,000
$175,000 $ 87,500 $50,000 $20,000
$200,000 $100,000 $50,000 $20,000
$225,000 $110,000 $50,000 $20,000
$250,000 $110,000 $50,000 $20,000
</TABLE>
EMPLOYEE OPTIONS/SAR GRANTS IN FISCAL YEAR 1999
- -----------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT
ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION ------------------------
NAME GRANTED (#)(1) IN FISCAL YEARS ($/SH) DATE 5% 10%
---- -------------- --------------- ------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas 8,190 14.398% 14.75 4/20/09 75,972 192,528
Lee E. Tabas 7,800 13.712% 14.75 4/20/09 72,354 183,360
Joseph P. Campbell 3,655 6.425% 14.75 4/20/09 33,906 85,921
James J. McSwiggan 2,802 4.926% 14.75 4/20/09 25,992 65,869
Richard S. Hannye 2,429 4.270% 14.75 4/20/09 22,532 57,100
Robert R. Tabas 3,206 5.636% 14.75 4/20/09 29,739 75,366
</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, 1999).
12
<PAGE> 14
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 1999 OPTION/SAR VALUES
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF
OPTIONS/SARS UNEXERCISED IN-THE MONEY
SHARES AT OPTIONS/SARS AT
ACQUIRED DECEMBER 31, 1998 DECEMBER 31, 1998(1)
ON VALUE ----------------- --------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE(#) UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
---- ------------ ------------ -------------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Tabas -- -- 127,607 37,286 2,180,661 270,003
Lee E. Tabas 119,801 2,420,954 -- -- -- --
Joseph P. Campbell -- -- 19,426 11,489 300,157 53,815
James J. McSwiggan -- -- 16,230 8,807 253,101 41,225
Richard S. Hannye -- -- 4,923 7,875 57,767 40,141
Robert R. Tabas -- -- 30,261 8,219 600,876 38,482
</TABLE>
(1) Value of unexercised options/SARS is based upon the closing stock price at
December 31, 1998.
During 1999, 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, Joseph P. Campbell, James J. McSwiggan 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 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.
13
<PAGE> 15
CHIEF EXECUTIVE OFFICER COMPENSATION
On May 31, 1999, Lee E. Tabas retired as President and CEO of the
corporation with an annual base salary of $259,632.00. At the time of his
retirement, Mr. Tabas had been paid a total compensation of $109,000.00 for
1999. Joseph P. Campbell succeeded Mr. Tabas as President and CEO of the
corporation on May 31, 1999, with an annual base salary of $240,000.00,
representing an 8% decrease in CEO annual base compensation. The Committee
awarded Mr. Campbell a 1999 bonus in the amount of $117,000.00, in light of the
corporation's 1999 performance accomplishments: Consolidated earnings for the
twelve months ended December 31, 1999, were $12,104,528, as compared to
$10,783,940 for the same period ended in 1998. Consolidated basic earnings per
share for the year ended, December 31, 1999, were $1.21 versus $1.09 for the
same period in 1998. Consolidated assets were $522,536,047 at December 31, 1999,
as compared to $427,621,784 at December 31, 1998. Net loans and mortgages
increased to $343,080,899 at December 31, 1999, as compared to $292,556,084 at
December 31, 1998. Total investment securities increased to $142,549,941 at
December 31, 1999, as compared to $98,845,700 at December 31, 1998. Total
deposits at December 31, 1999, increased to $381,286,018 compared to
$290,389,685 at December 31, 1998.
The Chief Executive Officer's compensation consists of a base salary, a
bonus and perquisites. For 1999, the CEO bonus was directly tied to specific
performance goals, some of which are listed above. The CEO's 1999 compensation
was based on the Committee's subjective determination after a review of all
information, including the above, that it deems relevant. Future methods of
determining CEO compensation may differ.
EXECUTIVE OFFICERS COMPENSATION
On May 31, 1999, Joseph P. Campbell became President and Chief
Executive Officer of the corporation and his former position as Managing
Director was immediately eliminated. On April 21, 1999, Robert R. Tabas was
elected Vice Chairman of the Board of the corporation, a newly created executive
officer position. Given the creation of the Vice Chairman position and the
elimination of the Managing Director position during 1999, the composition of
the corporation's four most highly compensated executives, other than the CEO,
whose total annual salary and bonus exceeded $100,000.00, changed from Daniel M.
Tabas, Joseph P. Campbell, James J. McSwiggan and Richard S. Hannye in 1998, to
Daniel M. Tabas, James J. McSwiggan, Richard S. Hannye and Robert R. Tabas in
1999. The committee increased the aggregate compensation of the four most highly
compensated non-CEO executive officers by 3% to 1999 aggregate compensation of
$1,040,809.
For 1999, the executive officers' bonus was directly tied to specific
performance goals, some of which are listed above. The increase in the executive
officers base salary and prerequisites in 1999, were based on the committee's
subjective determination after a review of all information, including the above,
that it deems relevant. Future methods of determining executive officer
compensation may differ.
14
<PAGE> 16
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
Edward B. Tepper Daniel M. Tabas (ex officio)
Carl M. Cousins, D.V.M. Lee E. Tabas (ex officio)
Jack R. Loew Joseph P. Campbell (ex officio)
Gregory Reardon James J. McSwiggan (ex officio)
Terri N. Gelberg (resigned on May 19, 1999)
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In the ordinary course of business, Royal Bank of Pennsylvania, the
corporation's wholly-owned banking subsidiary, has had, and expects to have in
the future, banking transactions with directors, officers of the Bank, principal
shareholders of the corporation 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, 1999, 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 1999, by all directors and officers of the corporation and
bank as a group, and their associates, was $13,975,279. The total of such
outstanding loans at December 31, 1999 was $13,975,279. Interest rates ranged
for fixed rates from 7.0 percent to 9.125 percent. Floating rates ranged from
prime to prime plus 1.75 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 non-affiliated
vendors of the corporation. During 1999, the corporation used the services of
the Radisson Twelve Caesars hotel and banquet facilities for customer, director
and employee appreciate activities. The Radisson Twelve Caesars complex is
managed by Howard Wurzak and owned by Daniel M. Tabas. The corporation also
rents a billboard for advertising purposes from the Samuel Tabas Family
Foundation, for which Daniel M. Tabas and Richard Tabas serve as Trustees.
15
<PAGE> 17
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:
- Royal Bancshares of Pennsylvania, Inc. Class A common stock
- the stock of all United States companies trading on the NASDAQ
market
- 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.
[LINE GRAPH--TOTAL RETURN PERFORMANCE]
<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Royal Bancshares of Pennsylvania 100.00 139.51 178.71 385.84 292.75 315.98
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
Royal Bancshares Peer Group 100.00 121.49 149.99 240.86 223.32 197.68
</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% of the registered class of the corporation's equity securities, to file
reports of ownership and changes in ownership with the SEC. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish the
corporation copies of all Section 16(a) forms they file.
16
<PAGE> 18
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, 1999 through December 31, 1999, 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 or the bank by government authorities.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions
of the proxy rules of the SEC, wishes to submit a proposal for inclusion in the
corporation's proxy statement for its 2001 Annual Meeting of Shareholders must
deliver the 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 Wednesday, December 27, 2000.
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 1999 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, 1999, 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.
17
<PAGE> 19
REVOCABLE PROXY
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby Constitutes and appoints Robert R. Tabas and Richard S.
Hannye, 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 the 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 The Radisson Twelve Caesars hotel and banquet
facility, 4200 City Line Avenue, Philadelphia, Pennsylvania 19131, on Wednesday,
May 24, 2000, at 6:30 p.m., prevailing time, and at any adjournment or
postponement thereof as follows:
1. ELECTION OF CLASS I
DIRECTORS TO SERVE FOR A
THREE-YEAR TERM:
With- For All
For hold Except
[ ] [ ] [ ]
Daniel M. Tabas, Joseph P. Campbell, Howard Wurzak,
Murray Stempel III, and James J McSwiggan
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- -------------------------------------------------------------------------------
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.
ROBERT R. TABAS AND RICHARD S. HANNYE, 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.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND RETURN THIS PROXY TO THE CORPORATION AS PROMPTLY AS POSSIBLE 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.
Please be sure to sign and date ---------------------------------
this Proxy in the box below. Date
- --------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
- -------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
