<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SGV BANCORP, INC.
-----------------
(Name of Registrant as Specified In Its Charter)
William E. Donnelly, Muldoon, Murphy & Faucette
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
....................................................................
2) Aggregate number of securities to which transaction applies:
....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
....................................................................
4) Proposed maximum aggregate value of transaction:
....................................................................
5) Total fee paid:
....................................................................
<PAGE> 2
[ ] 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> 3
SGV BANCORP, INC.
225 NORTH BARRANCA STREET
WEST COVINA, CALIFORNIA 91791
(818) 859-4200
October 16, 1996
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of SGV Bancorp, Inc. (the "Company"), the holding company
for First Federal Savings and Loan Association of San Gabriel Valley (the
"Association"), which will be held on November 21, 1996, at 2:00 p.m., Pacific
Time, at the South Hills Country Club, 2655 S. Citrus Street, West Covina,
California.
The attached Notice of the Annual Meeting and the Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of the Company, as well as a representative of Deloitte & Touche
LLP, the Company's independent auditors, will be present at the annual meeting
to respond to any questions that stockholders may have regarding the business to
be transacted.
The Board of Directors of the Company has determined that the matters
to be considered at the Annual Meeting are in the best interests of the Company
and its stockholders. For the reasons set forth in the Proxy Statement, the
Board of Directors unanimously recommends that you vote "FOR" each matter to be
considered.
YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK
MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR
THE CONDUCT OF BUSINESS. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED.
On behalf of the Board of Directors and all of the employees of the
Company and the Association, I thank you for your continued interest and
support.
Sincerely yours,
/s/ Barrett G. Andersen
Barrett G. Andersen
President and Chief Executive Officer
<PAGE> 4
SGV BANCORP, INC.
225 NORTH BARRANCA STREET
WEST COVINA, CALIFORNIA 91791
(818) 859-4200
----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1996
----------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of SGV Bancorp, Inc. (the "Company") will be held on November
21, 1996, at 2:00 p.m., Pacific Time, at the South Hills Country Club, 2655 S.
Citrus Street, West Covina, California.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors to a three-year term of office;
2. The ratification of the appointment of Deloitte & Touche LLP
as independent auditors of the Company for the fiscal year
ending June 30, 1997; and
3. Such other matters as may properly come before the Annual
Meeting and at any adjournments thereof, including whether or
not to adjourn the meeting.
The Board of Directors has established September 30, 1996, as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Annual Meeting and at any adjournments thereof. Only record
holders of the common stock of the Company as of the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum
or to approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders entitled to vote
at the Annual Meeting will be available at SGV Bancorp, Inc., 225 North Barranca
Street, West Covina, California 91791, for a period of ten days prior to the
Annual Meeting and will also be available at the meeting itself.
By Order of the Board of Directors
/s/ Edie J. Beachboard
Edie J. Beachboard
Corporate Secretary
West Covina, California
October 16, 1996
<PAGE> 5
SGV BANCORP, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1996
-----------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of SGV Bancorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors ("Board of Directors" or "Board") of proxies to be used at the Annual
Meeting of stockholders (the "Annual Meeting"), to be held on November 21, 1996,
at 2:00 p.m., Pacific Time, at the South Hills Country Club, 2655 S. Citrus
Street, West Covina, California and at any adjournments thereof. The 1996 Annual
Report to Stockholders, including consolidated financial statements for the
fiscal year ended June 30, 1996, and a proxy card, accompanies this proxy
statement, which is first being mailed to record holders on or about October 16,
1996.
The Company was formed and became a savings and loan holding company as
part of the mutual to stock conversion (the "Conversion") of First Federal
Savings and Loan Association of San Gabriel Valley (the "Association"), which
was completed on June 28, 1995.
Regardless of the number of shares of common stock owned, it is
important that record holders of a majority of the outstanding shares of common
stock be represented by proxy or in person at the Annual Meeting. Stockholders
are requested to vote by completing the enclosed proxy card and returning it
signed and dated in the enclosed postage-paid envelope. Stockholders are urged
to indicate their vote in the spaces provided on the proxy card. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED
PROXY CARDS WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED
IN THIS PROXY STATEMENT AND "FOR" THE RATIFICATION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no additional matters
that will be presented for consideration at the Annual Meeting. Execution of a
proxy, however, confers on the designated proxy holders discretionary authority
to vote the shares in accordance with their best judgment on such other
business, if any, that may properly come before the Annual Meeting and at any
adjournments thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. HOWEVER, IF YOU ARE A
STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU
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WILL NEED APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY
AT THE ANNUAL MEETING.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. In addition to the solicitation of proxies by
mail, Kissel-Blake, Inc. will assist the Company in soliciting proxies for the
Annual Meeting and will be paid a fee of $2,500, plus out-of-pocket expenses.
Proxies may also be solicited personally or by mail or telephone by directors,
officers and other employees of the Company and the Association without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on September 30, 1996, has been fixed by the
Board of Directors as the record date (the "Record Date") for the determination
of stockholders of record entitled to notice of and to vote at the Annual
Meeting and at any adjournments thereof. The total number of shares of Common
Stock outstanding on the Record Date was 2,591,276 shares.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
by persons acting in concert with, such person or entity. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board of Directors to
implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
giving effect to the Limit described above, if applicable) is necessary to
constitute a quorum at the Annual Meeting. In the event that there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under Delaware law and the
Company's bylaws, directors are elected by a plurality
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<PAGE> 7
of votes cast, without regard to either broker non-votes, or proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.
As to the approval of Deloitte & Touche LLP as independent auditors of
the Company and all other matters that may properly come before the Annual
Meeting, by checking the appropriate box, a stockholder may: (i) vote "FOR" the
item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on the item.
Under the Company's bylaws, unless otherwise required by law, all such matters
shall be determined by a majority of the votes cast, without regard to either
broker non-votes, or proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer
agent, and will be tabulated by inspectors of election designated by the Board
of Directors, who will not be employed by, or a director of, the Company or any
of its affiliates. After the final adjournment of the Annual Meeting, the
proxies will be returned to the Company for safekeeping.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed
by the Company to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Securities and Exchange Commission ("SEC"), in accordance with Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"). Other than those persons listed below, the Company is not aware of any
person, as such term is defined in the Exchange Act, that owns more than 5% of
the Company's Common Stock as of the Record Date.
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------- ---------------------------------- ---------- ----------
Common Stock First Federal Savings and Loan 190,936(1) 7.4%
Association of San Gabriel Valley
Employee Stock Ownership Plan
and Trust ("ESOP")
225 North Barranca Street
West Covina, California 91791
Common Stock Wellington Management Company 307,000(2) 11.8%
75 State Street
Boston, Massachusetts 02109
- ----------------------------------
(1) Shares of Common Stock were acquired by the ESOP in the Conversion. The
ESOP Committee of the Board of Directors administers the ESOP. The ESOP
Trustee must vote all allocated shares held in the ESOP in accordance with
the instructions of the participants. As of the record date, 13,638 shares
have been allocated to participant's accounts. Under the ESOP, unallocated
shares will be voted by the ESOP Trustee in a manner calculated to most
accurately reflect the instructions received from participants regarding
the allocated stock so long as such vote is in accordance with the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
(2) As disclosed in a Schedule 13G, Amendment No. 1, filed on March 11, 1996,
in its capacity as investment advisor Wellington Management Company may be
deemed the beneficial owner of 307,000 shares of Common Stock. Such amount
includes 257,000 shares owned by First Financial Fund, Inc., as reported in
a Schedule 13G filed on February 15, 1996.
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<PAGE> 8
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's Officers, as
defined in regulations promulgated by the SEC thereunder, and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership with the SEC. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based on a review of copies of such reports of ownership furnished to the
Company, or written representations that no forms were necessary, the Company
believes that during the past fiscal year all filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with except that one transaction by Jeffrey Foreman, Vice President -
Director of Internal Audit, was not reported on a timely basis on a Form 4. The
transaction was subsequently reported.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of six (6)
directors and is divided into three classes. Each of the six members of the
Board of Directors of the Company also presently serves as a director of the
Association. Directors are elected for staggered terms of three years each, with
the term of office of only one of the three classes of directors expiring each
year. Directors serve until their successors are elected and qualified.
The two nominees proposed for election at this Annual Meeting are John
D. Randall and Thomas A. Patronite. No person being nominated as a director is
being proposed for election pursuant to any agreement or understanding between
any person and the Company.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that the proxies will be voted for the
election of such other person as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any of the
persons named will be unable or unwilling to serve. UNLESS AUTHORITY TO VOTE FOR
THE NOMINEES IF WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE
ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE ELECTION
OF ALL NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and "named executive officers" of the Company as
defined below, their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each became a director of the Association, and
the year in which their terms (or in the case of the nominees, proposed terms)
as director of the Company expire. The table also sets forth the amount of
Common Stock and
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the percent thereof beneficially owned by each director and named executive
officer and all directors and executive officers as a group as of the Record
Date.
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2) CLASS
- -------------------------------------- ------ --------- ------------ ---------------------- --------------------
<S> <C> <C> <C> <C> <C>
NOMINEES
John D. Randall 65 1991 1999 10,524(3)(4) *%
Educational consultant;
Retired President of Mt. San
Antonio College.
Thomas A. Patronite 58 1993 1999 16,774(3)(4) *
President and part owner of
Azusa Engineering, Inc., a
manufacturing and parts
distribution firm.
CONTINUING DIRECTORS
Irven G. Reynolds 70 1976 1998 32,024(3)(4) 1.2
Owner of Reynolds Buick/
GMC Trucks; Chairman of
the Board of the Association
1992-1994; Director of First
Covina.
Benjamin S. Wong 45 1991 1998 23,024(3)(4) *
President of Great Wall
Restaurant, Inc. and General
Manager of Great Wall Restaurant,
a family owned restaurant.
Barrett G. Andersen 48 1983 1997 52,675(3)(4) 2.0
President and Chief Executive
Officer of the Company and the
Association; Director, President
and Chief Executive Officer of
First Covina.
Royce A. Stutzman 58 1991 1997 9,274(3)(4) *
CPA and Managing Partner and
Chairman of Vicenti, Lloyd &
Stutzman, business consultants
and certified public accounts;
Chairman of the Board of the
Association since October 1994.
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE(1) DIRECTOR OWNED(2) CLASS
- -------------------------------------- ------ --------- ------------ ---------------------- --------------------
<S> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
Ronald A. Ott 40 -- -- 20,396(3)(4) *
Executive Vice President,
Chief Financial Officer and
Treasurer of the Company;
Executive Vice President of
the Association since February
1995 and Senior Vice President
and Treasurer of the Association
since 1991.
Stock Ownership of all -- -- -- 207,140(5) 8.0%
Directors and Executive Officers
as a Group (13 persons)
- ---------------------
* Represents less than 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Association.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Includes 3,023 shares awarded to each outside director and 16,802 and
12,220 shares, awarded to Messrs. Andersen and Ott, respectively, under the
First Federal Savings and Loan Association of San Gabriel Valley 1995
Master Stock Compensation Plan ("Stock Compensation Plan"). Such awards
commence vesting at a rate of 20% per year on January 17, 1997. Each
participant presently has voting power as to the shares awarded.
(4) Does not include 10,910 options granted to each outside director and 54,553
and 38,187 options granted to Messrs. Andersen and Ott, respectively, under
the SGV Bancorp, Inc. 1995 Master Stock Option Plan ("Stock Option Plan")
which become exercisable at a rate of 20% per year commencing January 17,
1997.
(5) Includes a total of 76,213 shares awarded under the Stock Compensation Plan
as to which voting may be directed. Excludes a total of 240,030 shares
subject to options granted under the Stock Option Plan.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board of Directors and through activities of its committees. The Board of
Directors meets monthly and may have additional meetings as needed. During
fiscal 1996, the Board of Directors of the Company, held 12 meetings. All of the
directors of the Company attended at least 75% of the total number of the
Company's Board meetings held and committee meetings on which such directors
served during fiscal 1996.
The Boards of Directors of the Company and the Association maintain
committees, the nature and composition of which are described below:
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AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Randall, Stutzman and Wong, all of whom are outside directors. This committee
meets on an quarterly basis. The primary purpose of this committee is to provide
reasonable assurance that financial disclosures made by management accurately
portray the financial condition and results of operation. The committee also
maintains a liaison with the outside auditors and reviews the adequacy of
internal controls. The Audit Committee of the Association met five times in
fiscal 1996.
NOMINATING COMMITTEE. The Company's Nominating Committee consists of
Messrs. Stutzman, Reynolds, Wong and Andersen. The committee considers and
recommends the nominees for director to stand for election at the Company's
annual meeting of stockholders. The Company's Certificate of Incorporation and
Bylaws also provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely notice in writing to the
Secretary of the Company. The stockholder's notice of nomination must contain
all information relating to the nominees which is required to be disclosed by
the Company's bylaws and by the Exchange Act. The Nominating Committee met on
August 19, 1996.
COMPENSATION/BENEFITS COMMITTEE. The Company's Compensation/Benefits
Committee consists of Messrs. Reynolds, Randall and Patronite. This committee
meets to establish compensation for the Chief Executive Officer, approves the
compensation of senior officers and various compensation and benefits to be paid
to employees and to review the incentive compensation programs when necessary.
The Compensation/Benefits Committee met three times in fiscal 1996. The
Association also has an Employee Compensation and Benefits Committee, consisting
of Messrs. Reynolds, Randall, Andersen and Ms. Beachboard, a non-voting member,
which met seven times during fiscal 1996.
DIRECTORS' COMPENSATION
FEE ARRANGEMENTS. Currently, all nonemployee directors of the
Association receive a retainer of $1,600 per month and, as of August 1, 1995,
all nonemployee directors of the Company received a retainer of $375 per month.
No committee meeting fees are paid. Directors of First Covina do not receive a
fee for service on its Board of Directors.
STOCK OPTION PLAN. Under the Stock Option Plan, each outside director
was granted non-statutory options to purchase 10,910 shares of Common Stock at
an exercise price of $9.63 per share, which was the fair market value of the
shares on the date of grant (January 17, 1996). Options become exercisable in
five (5) equal annual installments of 20% commencing one year from the date of
grant.
STOCK COMPENSATION PLAN. Under the Stock Compensation Plan each outside
director was awarded 3,023 shares of Common Stock. To the extent shares are
available for grants under the Stock Compensation Plan, each outside director
who is elected subsequent to January 17, 1996 will be granted an award equal to
625 shares of Common Stock. Awards to directors vest in five (5) equal annual
installments of 20% commencing one year from the date of grant.
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<PAGE> 12
1995 DIRECTORS' DEFERRED FEE STOCK UNIT PLAN. The Association and the
Company have implemented the 1995 Directors' Deferred Fee Stock Unit Plan
("Deferred Fee Plan") for its directors. Under the Deferred Fee Plan, directors
may elect to defer receipt of directors' fees earned by them until their service
with the Board of Directors terminates. The directors' deferred fees are
credited to the account of participating directors under the terms of the
Deferred Fee Plan and are credited with earnings based on several investment
choices, including Company stock. If a participant chooses to have deferred fees
credited to a stock unit account with the Deferred Fee Plan, the participant
will receive a benefit based on the earnings from and appreciation in the stock
of the Company.
EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE
GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE EXCHANGE ACT, EXCEPT TO THE
EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE,
AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and such executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation/Benefits
Committee, at the direction of the Board of Directors, has prepared the
following report for inclusion in this Proxy Statement.
GENERAL. The Company, is the parent company of the Association and does
not pay any cash compensation to the executive officers of the Company. The
Board of Directors of the Company has established a Compensation/Benefits
Committee consisting of Messrs. Reynolds, Randall and Patronite, all of whom are
outside directors.
A separate committee, the Employee Compensation and Benefits Committee
of the Association, was responsible for establishing the calendar 1996
compensation and benefits for executive officers of the Association and for
reviewing recommendations of management for compensation and benefits for other
officers and employees of the Association. The Employee Compensation and
Benefits Committee of the Association consists of Messrs. Reynolds, Randall,
Andersen and Ms. Beachboard, who is a non-voting member. Mr. Andersen's
compensation and benefits were established by the Board of Directors, based upon
recommendations made by the Committee. Mr. Andersen did not participate in
establishing his compensation and benefits.
COMPENSATION POLICIES. The Employee Compensation and Benefits Committee
established the factors and criteria upon which the executive officer's
compensation was based and how such compensation relates to the Association's
performance, general compensation policies, competitive factors, and regulatory
requirements. The Committee's compensation policies are designed to reward and
provide incentive for executives based upon achievement of individual and
Association goals.
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<PAGE> 13
For purposes of determining the competitive market for the
Association's executives, the Committee reviewed the compensation paid to top
executives of thrifts and banks with total assets in a range of the
Association's total asset size and performance results comparable to those of
the Association. This information was generally derived from the following
sources: (1) 1995 SNL Executive Compensation Review for Thrift Institutions; (2)
peer group data taken from the KPMG Peat Marwick 1995/1996 compensation survey
which covers California financial institutions; and (3) the California League of
Savings Institutions 1995 Salary Survey.
Executive officers' compensation consisted of salary and long term
incentive compensation in the form of stock options and stock awards. Base
salary levels are within a range consistent with salaries paid by other
institutions that are similar in asset size and geographical markets to the
Association. Each executive's base salary was determined based upon an
evaluation of the individual's performance contribution. Although the
Committee's policy in regard to base salary is subjective and no specific
formula is used, the Committee considered the overall performance of the
Association.
LONG TERM INCENTIVE COMPENSATION. The Company and the Association
maintain the Stock Option Plan and the Stock Compensation Plan under which
executive officers have received grants and awards. See "Salary Compensation
Table" and "Option Grants in Last Fiscal Year." The Committee believes that
stock ownership is a significant incentive in building stockholders' wealth and
aligning the interests of employees and stockholders. Stock options and and
stock awards under such plans were allocated by the Committee based upon
regulatory practices and policies, the practices of other recently converted
financial institutions as verified by external surveys and based upon the
executive officers' level of responsibility and contributions to the Company and
the Association.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The CEO's base salary is
currently $160,500 per annum. This amount is near the median for financial
institutions of a similar size with similar characteristics. The CEO's base
salary was increased from $150,000 to $160,500 on January 1, 1996 based on his
performance in the previous 12-month period. The CEO did not receive a bonus. No
specific formula was used nor did the Committee set specified salary levels
based upon the achievement of particular quantifiable objectives or financial
goals. Rather, the Committee considered the overall profitability of the Company
and the contribution made to the Company by the CEO.
The CEO has entered into employment agreements with the Company and the
Association which specify his base salary and requires periodic review of such
salary. In addition, the CEO and other executive officers have the option to
participate in a Supplemental Executive Retirement Plan (SERP). The CEO and
other executive officers also participate in other benefit plans available to
all employees including the newly established Employee Stock Ownership Plan and
the 401(k) Plan, which has been in place since September 1993. The CEO and other
executive officers are also participants in the Stock Option Plan and Stock
Compensation Plan which are intended to align the interests and performance of
executive officers with the long term interests of the Company's stockholders.
The CEO was awarded 54,533 options under the Stock
11
<PAGE> 14
Option Plan and 16,802 shares under the Stock Compensation Plan which will vest
at a rate of 20% per year beginning on January 17, 1997, subject to, in the case
of two thirds of the awards under the Stock Compensation Plan, the achievement
of certain performance goals established by the Committee.
COMPENSATION/BENEFITS COMMITTEE
Irven G. Reynolds
John D. Randall
Thomas A. Patronite
12
<PAGE> 15
STOCK PERFORMANCE GRAPH. The following graph shows a comparison of
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Common Stock with the cumulative total return of companies
in the Nasdaq National Market and Nasdaq Bank Stocks for the period beginning on
June 29, 1995 the day the Company's Common Stock began trading, through August
30, 1996.
COMPARISON OF CUMULATIVE TOTAL RETURNS
SGV Bancorp, Inc.
June 29, 1995 - August 30, 1996
[Stock performance graph appears here]
Summary
</TABLE>
<TABLE>
<CAPTION>
6/29/95 7/31/95 8/31/95 9/29/95 10/31/95 11/30/95 12/29/95
------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SGV Bancorp, Inc. 100.000 100.000 115.385 116.923 113.846 116.923 122.308
Nasdaq Stock Market 100.000 108.154 110.346 112.883 112.237 114.872 114.263
Nasdaq Bank Stocks 100.000 105.218 110.866 113.427 115.278 121.191 123.807
1/31/96 2/29/96 3/29/96 4/30/96 5/31/96 6/28/96 7/31/96
------- ------- ------- ------- ------- ------- -------
SGV Bancorp, Inc. 116.154 115.385 110.769 113.846 108.462 104.615 99.231
Nasdaq Stock Market 114.826 119.202 119.599 129.521 135.468 129.373 117.871
Nasdaq Bank Stocks 124.135 125.837 128.724 128.068 130.229 130.883 129.279
8/30/96
-------
SGV Bancorp, Inc. 110.769
Nasdaq Stock Market 124.445
Nasdaq Bank Stocks 138.363
Notes:
A. The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading day, the preceding trading day is used.
D. The index level for all series was set to 100.000 on 6/29/95.
</TABLE>
13
<PAGE> 16
SUMMARY COMPENSATION TABLE. The following table shows, for the years
ended June 30, 1996, 1995 and 1994, the cash compensation paid by the
Association, as well as certain other compensation paid or accrued for those
years, to the chief executive officer and those executive officers of the
Company and the Association who received an amount in salary and bonuses in
excess of $100,000 in fiscal 1996 ("Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
-------------------------------------- ------------------------- ---------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
POSITIONS YEAR SALARY($)(1) BONUS($) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
------------------ ---- ------------ -------- ------------ ---------- ------------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barrett G. Andersen 1996 $163,736 $ -- -- $161,803 54,553 -- $4,912
President and Chief 1995 146,446 -- -- -- -- -- 9,526
Executive Officer 1994 125,908 13,796 -- -- -- -- 14,459
Ronald A. Ott 1996 $125,582 $ -- -- $117,678 38,187 -- $3,767
Executive Vice 1995 112,447 -- -- -- -- -- 4,244
President, Chief 1994 95,954 8,677 -- -- -- -- 10,692
Financial Officer
and Treasurer
- --------------------------------------
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred pursuant to the Association's 401(k) Plan pursuant to which
officers may defer up to 15% of their compensation up to the maximum
limits under the Internal Revenue Code.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c)
payments of earnings with respect to long-term incentive plans prior
to settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Pursuant to the Stock Compensation Plan, Messrs. Andersen and Ott were
awarded 16,802 and 12,220 shares of Common Stock, respectively, in
fiscal 1996 which had a market value at June 28, 1996 of $142,817 and
$103,870. The dollar amounts set forth in the table represent the
market value of the shares awarded on the date of grant. A committee
of non-employee directors determines the date on which plan share
awards vest, provided that plan share awards granted before June 28,
1996 may not vest more rapidly then in equal annual installments of
20%. Notwithstanding the foregoing, after June 28, 1996, the committee
may, in its discretion, accelerate the vesting of any award under the
Stock Compensation Plan. Two-thirds of the plan share awards to
Messrs. Andersen and Ott are subject to the achievement of certain
performance goals established by the committee, in addition to the
vesting requirement.
(4) Includes 54,553 and 38,187 shares subject to options granted to
Messrs. Andersen and Ott, respectively, under the Stock Option Plan.
Options granted will become exercisable in equal installments at an
annual rate of 20% beginning January 17, 1997.
(5) For 1996, 1995 and 1994, the Association had no long-term incentive
plans, accordingly, there were no payouts or awards under any
long-term incentive plan.
(6) Consists of amounts contributed by the Association on behalf of the
named individuals pursuant to the Association's 401(k) Plan.
</TABLE>
14
<PAGE> 17
EMPLOYMENT AGREEMENTS. The Association and the Company entered into
employment agreements with Messrs. Andersen and Ott (individually, the
"Executive"). These employment agreements are intended to ensure that the
Association and the Company will be able to maintain a stable and competent
management base. The continued success of the Association and the Company
depends to a significant degree on the skills and competence of Messrs. Andersen
and Ott.
The employment agreements provide for a three-year term for both
Messrs. Andersen and Ott. The employment agreements provide that, commencing on
the first anniversary date and continuing each anniversary date thereafter, the
Board of Directors may extend the agreement for an additional year so that the
remaining term shall be three years, unless written notice of non-renewal is
given by the Board of Directors after conducting a performance evaluation of the
Executive. The agreements provide that the Executive's base salary will be
reviewed annually. The current base salaries for Mr. Andersen and Mr. Ott are
$160,500 and $121,980, respectively. In addition to the base salary, the
agreements provide for, among other things, participation in stock benefits
plans and other fringe benefits applicable to executive personnel. The
agreements provide for termination by the Association or the Company for cause
as defined in the agreements at any time. In the event the Association or the
Company chooses to terminate the Executive's employment for reasons other than
for cause or a change in control of the Association or the Company, or in the
event of the Executive's resignation from the Association and the Company upon:
(i) failure to re-elect the Executive to his current offices; (ii) a material
change in the Executive's functions, duties or responsibilities; (iii) a
relocation of the Executive's principal place of employment by more than 50
miles; (iv) liquidation or dissolution of the Association or the Company; or (v)
a breach of the agreement by the Association or the Company, the Executive or,
in the event of death, his beneficiary would be entitled to receive an amount
equal to the remaining base salary payments due to the Executive and the
contributions that would have been made on the Executive's behalf to any
employee benefit plans of the Association or the Company during the remaining
term of the agreement. The Association and the Company would also continue and
pay for the Executive's life, health and disability coverage for the remaining
term of the Agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Association or the Company, the Executive or, in the
event of death, his beneficiary, would be entitled to a severance payment equal
to the greater of: (i) the payments due for the remaining terms of the
agreement; or (ii) three times the Executive's average annual compensation for
the five preceding taxable years. The Association and the Company would also
continue the Executive's life, health, and disability coverage for thirty-six
months. Notwithstanding that both agreements provide for a severance payment in
the event of a change in control, the Executive would only be entitled to
receive a severance payment under one agreement. Payments to the Executive under
the Association's agreement will be guaranteed by the Company in the event that
payments or benefits are not paid by the Association.
Payments and benefits under the employment agreements together with
payments from other benefit plans may constitute an excess parachute payment
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), resulting in the imposition of an excise
15
<PAGE> 18
tax on the recipient and denial of the deduction for such excess amounts to the
Company and the Association. In the event of a change in control of the
Association or Company, the total amount of payments due under the Agreements,
based solely on cash compensation paid to Messrs. Andersen and Ott over the past
five fiscal years and excluding any benefits under any employee benefit plan
which may be payable, would be approximately $695,322.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Association established in
1995 a non-qualified Supplemental Executive Retirement Plan ("SERP") to provide
certain officers and highly compensated employees with additional retirement
benefits. The benefits provided under the SERP will make up the benefits lost to
the SERP participants due to application of limitations on compensation and
maximum benefits applicable to the Association's tax qualified 401(k) Plan and
the ESOP. Benefits will be provided under the SERP at the same time and in the
same form as the benefits will be provided under the 401(k) Plan and the ESOP.
The Association has established an irrevocable grantor's trust ("rabbi
trust") in connection with the SERP. This trust is being funded with
contributions from the Association for the purpose of providing the benefits
promised under the terms of the SERP. The SERP participants have only the rights
of unsecured creditors with respect to the trust's assets, and will not
recognize income with respect to benefits provided by the SERP until such
benefits are received by the participants. The assets of the rabbi trust are
considered part of the general assets of the Association and are subject to the
claims of the Association's creditors in the event of the Association's
insolvency. Earnings on the trust's assets are taxable to the Association. The
trustee of the trust may invest the trust's assets in the Company's stock.
STOCK OPTION PLAN. The Company maintains the Stock Option Plan which
provides discretionary awards to officers and key employees as determined by a
committee of non-employee directors. The following table lists all grants of
options under the Stock Option Plan to the Named Executive Officers for fiscal
1996 and contains certain information about potential value of those options
based upon certain assumptions as to the appreciation of the Company's stock
over the life of the option.
16
<PAGE> 19
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTIONS(1)
- ---------------------------------------------------------------------------------------- -----------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTION/SARs EXERCISE OR
OPTIONS GRANTED TO BASE PRICE
SARs GRANTED EMPLOYEES IN PER EXPIRATION
NAME (#)(2)(3)(4)(5) FISCAL YEAR SHARE DATE(6) 5% 10%
- ---------------------- --------------- -------------- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Barrett G. Andersen... 54,553 29.4% $9.63 1/17/06 $330,968 $835,299
Ronald A. Ott......... 38,187 20.6 9.63 1/17/06 231,677 584,708
- -----------------------------
(1) The amounts represent certain assumed rates of appreciation. Actual
gains, if any, on stock option exercises and Common Stock holdings are
dependent on the future performance of the Common Stock and overall
stock market conditions. There can be no assurance that the amounts
reflected in this table will be realized.
(2) Options granted pursuant to the Stock Option Plan become exercisable in
equal installments at an annual rate of 20% beginning January 17, 1997.
(3) The purchase price may be paid in cash or in Common Stock.
(4) Under limited circumstances, such as death or disability of an
employee, the employee (or his beneficiary) may request that the
Company, in exchange for the employee's surrender of an option, pay to
the employee (or beneficiary), the amount by which the fair market
value of the Common Stock exceeds the exercise price of the option on
the date of the employee's termination of employment. It is within the
Company's discretion to accept or reject such a request.
(5) To the extent possible, options will be treated as incentive options.
(6) The option term is ten years.
</TABLE>
17
<PAGE> 20
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by the
Named Executive Officers as of June 30, 1996. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year end price of the Common
Stock.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARs AT OPTION/SARs AT
FISCAL YEAR END(#) FISCAL YEAR END($)
------------------------------------- -------------------------------------------
NAME EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
- ----------------------------- ------------------------------------- -------------------------------------------
<S> <C> <C>
Barrett G. Andersen.......... 0/54,553 $0/0
Ronald A. Ott................ 0/38,187 0/0
- ---------------------------
(1) The options in this table have an exercise price of $9.63 and become
exercisable at an annual rate of 20% beginning January 17, 1997. The
options will expire ten (10) years from the date of grant.
(2) Based on market value of the underlying stock at the fiscal year end,
minus the exercise price. The market price on June 28, 1996 was $8.50
</TABLE>
TRANSACTIONS WITH CERTAIN RELATED PERSONS
It is the current policy of the Association not to make any loans to
executive officers and directors. However, prior to the enactment of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"),
the policy allowed loans to executive officers and directors on their principal
residences. Except as discussed below, the Association's pre-FIRREA policy
provided that all employee loans made by the Association, which included loans
to its executive officers and directors, be made in the ordinary course of
business and, except as noted below, on substantially the same terms, including
collateral, as those prevailing at the time for comparable transactions with
other persons and could not involve more than the normal risk of collectibility
or present other unfavorable features. The only exceptions were that origination
fees were waived and the interest rate margin was reduced to 0.5% over the index
while the borrower was in the employ of the Association. As of June 30, 1996,
there was one mortgage loan outstanding to a director or an executive officer
made prior to FIRREA with an outstanding balance of $211,203. This loan was
current at September 30, 1996. This loan was made by the Association in the
ordinary course of business, with no favorable terms other than the waiver of
origination fees and the interest rate margin of 0.5% over the index while
employed by the Association and did not involve more than the normal risk of
collectibility or present other unfavorable features.
18
<PAGE> 21
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30,
1996 were Deloitte & Touche LLP. The Company's Board of Directors has
reappointed Deloitte & Touche LLP to continue as independent auditors for the
Association and the Company for the year ending June 30, 1997, subject to
ratification of such appointment by the stockholders.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 1997 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the first page of this Proxy Statement not later than June 22, 1997.
Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting, provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the stockholder's name and
address, as they appear on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the Annual Meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. In the case of nominations to the
Board of Directors,
19
<PAGE> 22
certain information regarding the nominees must be provided. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement or the proxy relating to an annual meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the SEC
in effect at the time such proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
By Order of the Board of Directors
/s/ Edie J. Beachboard
Edie J. Beachboard
Corporate Secretary
West Covina, California
October 16, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
20
<PAGE> 23
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF SGV BANCORP, INC.
SGV BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1996
2:00 P.M. PACIFIC TIME
The undersigned hereby appoints the Board of Directors of SGV Bancorp, Inc.
(the "Company") to act as proxy for the undersigned, and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Annual Meeting of Shareholders, to be held on November 21, 1996, at 2:00
p.m. Pacific Time, at the South Hills Country Club, 2655 S. Citrus Street, West
Covina, California, and at any and all adjournments thereof, as indicated on the
reverse side of this proxy.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF
DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE> 24
Please mark your votes as
indicated in this example. X
---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS PRESENTED.
VOTE
1. The election of all nominees listed FOR WITHHELD
(except as marked to the contrary below).
----- ------
John D. Randall and Thomas A. Patronite
INSTRUCTION: To withhold your vote for any
individual nominee, write that nominee's name
on the line provided below.
- ----------------------------------------------
2. The ratification of the appointment
of Deloitte & Touche LLP as independent
auditors of SGV Bancorp, Inc. for the
fiscal year ending June 30, 1997. FOR AGAINST ABSTAIN
----- ------- -------
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Shareholders and of a Proxy
Statement dated October 16, 1996 and of the Annual Report to Shareholders.
Signature(s) Date
-------------------------------------------- --------------
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give full title.
If shares are held jointly, each holder may sign but only one signature is
required.
