SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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(c)(2)
Definitive Proxy Statement [x]
Definitive Additional Materials
Soliciting Material Pursuant to 240.1a-11(c) or 240.(4a-12)
.................................................................
..............................................Marathon
Bancorp.......................
(Name of Registrant as Specified in Its Charter)
.................................................................
..........................................Kitt Ho, Finance
Officer........................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[x] $125 per Exchange Act Rules
MARATHON BANCORP
11444 West Olympic Boulevard
Los Angeles, California 90064
(310) 996-9100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 19, 1995
TO THE SHAREHOLDERS OF MARATHON BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the
call of its Board of Directors, the Annual Meeting of
Shareholders (the "Meeting") of Marathon Bancorp (the "Company")
will be held on Monday, June 19, 1995, at 4:00 p.m., at the
Company's executive offices, 11444 West Olympic Boulevard, Suite
900, Los Angeles, California 90064, for the following purposes,
as set forth in the attached Proxy Statement:
1. Election of Directors. To elect eight persons to the Board
of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and have
qualified. The Board of Directors has nominated the following
persons to serve as directors:
Robert J. Abernethy Robert L. Oltman
Frank W. Jobe, M.D. Ann Pappas
John J. Maloney Nick Patsaouras
C. Thomas Mallos Michael V. Reyes
2. Other Business. To transact such other business as may
properly come before the Meeting and at any and all adjournments
thereof.
Only those shareholders of record at the close of business on
April 24, 1995, are entitled to notice of, and to vote at the
Meeting or any adjournments thereof.
By Order of the Board of Directors
Robert L. Oltman,
Secretary
Los Angeles, California
May 17, 1995
IT IS IMPORTANT THAT ALL SHAREHOLDERS VOTE. WE URGE YOU TO SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE GIVING OF THIS PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IN THE EVENT YOU FIND IT CONVENIENT TO ATTEND.
IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS,
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
MARATHON BANCORP
11444 West Olympic Boulevard
Los Angeles, California 90064
(310) 996-9100
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 19, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Meeting") by the Board of Directors of
Marathon Bancorp (the "Company"), to be held on Monday, June 19,
1995, at 4:00 p.m., at the Company's executive offices, 11444
West Olympic Boulevard, Los Angeles, California 90064, and at
any and all adjournments thereof.
This Proxy Statement and the accompanying Notice and Proxy were
mailed to shareholders on or about May 17, 1995. The Company's
Annual Report to Shareholders, including financial statements
for its fiscal year ended December 31, 1994, is included with
this Proxy Statement. The Annual Report is not part of the
proxy materials.
Matters to be Considered
The matters to be considered and voted upon at the Meeting
will be:
1. Election of Directors. To elect eight persons to the Board
of Directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and have
qualified.
2. Other Business. To transact such other business as may
properly come before the Meeting and at any and all
adjournments thereof.
Revocability of Proxies
A Proxy is enclosed for use at the Meeting. Any Proxy given
may be revoked by a shareholder at any time before it is
exercised by filing with the Secretary of the Company a notice
in writing revoking it or by duly executing a Proxy bearing a
later date. It may also be revoked by attendance at the Meeting
and election to vote thereat. Subject to such revocation, all
Proxies duly executed and received prior to or at the time of
the Meeting will be voted by the Proxy Holders in accordance
with the instructions on the Proxy. If no instruction is
specified with respect to a matter to be acted upon, the shares
represented by the Proxy will be voted "FOR" the election of the
nominees for directors set forth herein. It is not anticipated
that any matters will be presented at the Meeting other than as
set forth in the accompanying Notice of the Meeting. If,
however, any other matters are properly presented at the
Meeting, the Proxy will be voted in accordance with the best
judgment and in the discretion of the Proxy Holders.
Solicitation of Proxies
This solicitation is being made by management of the Company
and the Company will bear the costs of this solicitation,
including the expense of preparing, assembling, printing and
mailing this Proxy Statement and the material used in this
solicitation of Proxies. It is contemplated that Proxies will
be solicited principally through the mails, but directors,
officers and regular employees of the Company may solicit
Proxies personally or by telephone, for which they will receive
no additional compensation. Although there is no formal
agreement to do so, the Company may reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses in connection with forwarding
these proxy materials to their principals. In addition, the
Company may pay for and utilize the services of individuals or
companies not regularly employed by the Company in connection
with the solicitation of Proxies if the Board of Directors of
the Company determines that this is advisable.
Outstanding Securities and Voting Rights
Holders of the Company's common stock, no par value (the
"Common Stock"), of record at the close of business on April 24,
1995, will be entitled to vote at the Meeting. There were
issued and outstanding 1,248,764 shares of Common Stock on April
24, 1995. The Company's Articles of Incorporation also
authorize the issuance of up to 1,000,000 shares of Preferred
Stock, of which no shares are presently issued and outstanding.
A majority of the shares of Common Stock outstanding is
necessary to constitute a quorum for the Meeting. Each holder
of Common Stock will be entitled to one vote, in person or by
proxy, for each share of Common Stock standing in his or her
name on the books of the Company as of the record date for the
Meeting on any matter submitted to the vote of the shareholders,
except that in connection with the election of directors, the
shares are entitled to be voted cumulatively if a shareholder
present at the Meeting has given notice at the Meeting prior to
the voting of his or her intention to vote his or her shares
cumulatively. If any shareholder has given such notice, all
shareholders may then cumulate their votes for candidates placed
in nomination prior to the voting. If cumulative voting
procedures are used at the meeting for election of the
directors, the Proxy Holders will exercise their authority to
cumulate votes represented by proxies held by them. Cumulative
voting entitles a shareholder to cast as many votes for one
nominee as is equal to the number of directors to be elected,
multiplied by the number of shares owned by such shareholder, or
to distribute his or her total votes on the same principle
between two or more nominees as he or she sees fit. In the
election of directors, the eight candidates receiving the
highest number of votes will be elected.
Principal Shareholders
The following table sets forth certain information as of April
24, 1995, concerning the ownership of the Company's Common Stock
by (i) each person known by the Company to be the beneficial
owner of more than five percent of the outstanding shares of
Common Stock; (ii) each of the Directors of the Company; and
(iii) the officers and Directors of the Company as a group:
Amount and Nature
of Beneficial
Percent of
Name of Beneficial Owner Ownership
Class
Shareholders other than Directors
Carl Edward Lindros (1) 96,541
7.55%
Directors (2)
Robert J. Abernethy 136,975 (3)(4)
10.71%
Frank W. Jobe, M.D. 71,469 (5)
5.63%
John J Maloney 4,000 (6)
.032%
C. Thomas Mallos 77,610 (3)
6.07%
Robert L. Oltman 140,818 (3)(7)
11.01%
Ann Pappas 90,252 (3)(8)
7.06%
Nick Patsaouras 83,702 (9)(10)
6.48%
Michael V. Reyes 67,845 (3)(11)
5.31%
Officers (2)
Adrienne Caldwell (12)
Daniel Erickson (13)
Timothy J.Herles (14)
All officers and Directors
as a group (11 persons) 720,789 (12)
47.66%
(1) The address of Mr. Lindros is in care of Santa Barbara
Securities, 200 Carrtilo Street, Santa
Barbara, CA 93101. Mr. Lindros indicated in filings
with the Securities and Exchange Commission
that he is the sole beneficial owner and holds sole
voting power with respect to the shares listed
above.
(2) The address of each of these directors is in care of the
Company: 11444 West Olympic Boulevard,
Los Angeles, California 90064.
Except as otherwise noted below, each nominee directly or
indirectly has sole or shared voting and investment
power with respect to the shares listed above.
(3) For each person indicated above, includes 29,676 shares of
Common Stock which each of these
persons has the right to acquire within 60 days of April
24, 1995, by the exercise of stock options
vested pursuant to the Company's 1983 Stock Option Plan
and the 1990 Non-Qualified Stock Option
Plan. See "DIRECTORS AND EXECUTIVE OFFICERS -- Stock
Option Plans." The exercise price of the options granted
under the 1983 Stock Option Plan are $5.27per share and the
exercise price of
the options granted under the 1990 Non-Qulaified Stock
Option Plan are $6.35 per share. No
options under either plan have been exercised.
(4) Includes 2,276 shares owned by American Standard
Development Corporation, of which Mr.
Abernethy is President.
(5) Includes 19,990 shares of Common Stock which Dr. Jobe has
the right to acquire within 60 days of
April 24, 1995, by the exercise of stock options vested
pursuant to the Company's 1986
Non-Qualified Stock Option Plan and the 1990
Non-Qualified Stock Option Plan. See
"DIRECTORS AND EXECUTIVE OFFICERS -- Stock Option Plans."
(6) Does not Include 50,000 shares of Common Stock which were
issued to Mr. Maloney on
January 18, 1995, pursuant to the Company's 1990
Non-Qualified Stock Option Plan. See
"DIRECTORS AND EXECUTIVE OFFICERS -- Stock Option Plans."
Mr. Maloney will not
be eligible to exercise his right to acquire any portion
of the stock until January 18, 1996.
(7) Includes 140 shares owned by the Oltman Management
Corporation, of which Mr. Oltman is
President.
(8) Includes 1,898 shares owned by the Parasol Restaurant, Inc.
(9) Includes 374 shares held by Mr. Patsaouras as custodian for
his minor children.
(10) Includes an additional 43,917 shares which Mr. Patsaouras
has the right to acquire within 60 days
after April 24, 1995, by the exercise of stock options
vested pursuant to the Company's 1983
Stock Option Plan and the 1990 Non-Qualified Stock
Option Plan. See "DIRECTORS AND
EXECUTIVE OFFICERS -- Stock Option Plans."
(11) Includes 9,494 shares held by Mr. Reyes in joint tenancy
with Margarita Lopez.
(12) Includes an aggregate of 299,016 shares of Common Stock
which the officers and Directors have the right to
acquire within 60 days after April 24, 1995, by the exercise of
stock options vested pursuant to the Company's
1983 Stock Option Plan, 1986 Non-Qualified Stock Option Plan and
1990 Non-Qualified Stock Option Plan, as approved
by the shareholders of the Company on April
23, 1990. See "DIRECTORS AND EXECUTIVE OFFICERS --
Stock Option Plans."
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Company's Directors are elected annually to serve until the
next Annual Meeting of Shareholders or until their successors
are elected and have qualified. The Bylaws of the Company
provide that the number of Directors shall be not less than
seven, nor more than twelve, until changed by a bylaw amending
Section 3.02 of the Company's Bylaws, duly adopted by the vote
or written consent of the Company's shareholders. The Bylaws
further provide that the exact number of Directors shall be
fixed from time to time, within the foregoing range, by a bylaw
or amendment thereof duly adopted by the vote or written consent
of the Company's Board of Directors. The number of Directors
currently is fixed at eight.
The persons named below, all of whom are present members of the
Board of Directors of the Company, will be nominated for
election to serve until the next Annual Meeting of Shareholders
or until their successors are elected and have qualified. Each
of these persons is also a member of the Board of Directors of
the Company's wholly-owned subsidiary, Marathon National Bank
(the "Bank"), other than Mr. Reyes. Unless otherwise directed
by Shareholders, the Proxy Holders will vote all shares
represented by Proxies held by them for the election of the
maximum number of the following nominees. In the event that any
of the nominees should be unable or unwilling to accept
nomination for election as a director, it is intended that the
Proxy Holders will vote for the election of such substitute
nominees, if any, as shall be designated by the Board of
Directors. The Board of Directors has no reason to believe that
any nominee will be unable or unwilling to serve if elected to
office.
The following table sets forth certain information as of
April 24, 1995, with respect to those persons nominated by the
Board of Directors for election as Directors based on data
furnished by such nominees:
Year First
Elected or
Principal Occupation Appointed Name and Title
Age For Past Five Years A Director
Robert Abernethy 55 President, American 1983
Director Standard Development
Company
Frank W. Jobe, M.D. 69 Orthopedic Surgeon 1985
Director
John J. Maloney 50 President and Chief 1995 President
Executive Officer, and Director Marathon Bancorp,
Marathon National Bank
C. Thomas Mallos 58 President, C. Thomas 1982 Chief
Financial Mallos Accountancy Officer and
Corporation
Director
Robert L. Oltman 57 President, Oltman 1982 Secretary
and Management Director Corporation
Ann Pappas 66 Restaurateur 1982 Director
Nick Patsaouras 51 President, Nick 1982 Chairman of
the Patsaouras & Assoc.
Board Chairman of the Board
Marathon Bancorp,
Marathon National Bank
Michael V. Reyes 38 President, Urban 1983
Director Pacific Development Corporation
Committees and Attendance at Board Meetings
Each nominee, with the exception of Mr. Reyes, is also a
Director of the Bank. The Company has no standing compensation
committee.
During the fiscal year ended December 31, 1994, the Board of
Directors of the Company held 10 meetings and the Board of
Directors of the Bank held 12 meetings. Each of the persons who
is a nominee and was a Director of the Company during 1994
attended at least 75% of the total number of such Board meetings.
Compensation of Executive Officers and Directors
Executive Compensation
The following table sets forth the aggregate cash compensation
for services in all capacities during the fiscal year ended
December 31, 1994: (a) to each executive officer whose aggregate
compensation exceeded $60,000, and (b) to all executive officers
of the Company as a group:
Name of Individual Capacities in which
Cash
or Identity of Group Age Compensation was Received
Compensation(1)
John J. Maloney 50 President and Chief Executive
$150,000
Officer of Marathon Bancorp
and Marathon National Bank
Timothy J. Herles 53 Executive Vice President and
$100,000
Senior Credit Officer
of Marathon National Bank
Daniel Erickson 50 Senior Vice President and $
80,000
Chief Financial Officer of
Marathon National Bank
Adrienne Caldwell 52 Senior Vice President and
$ 75,320
Chief Operating/Chief
Administrative
Officer of Marathon National
Bank
Executive Officers
as a group (4 persons) $405,320
(1) No bonuses were granted in 1994. Effective February 3,
1993, the Board of Directors approved a new Bonus program. See
"1993 Bonus Program."
John Maloney has been the President of the Company and the
Bank and Cheif ExceutiveOfficer of the Bank since October 1994.
Mr. Maloney has been a banker for twenty-two years in the
Southern California banking community. From 1973 - 1994, Mr.
Maloney was employed at Bank of America, most recently as
.
Director Compensation
During 1994, each non-employee director received $200 per
meeting for his or her attendance at all special or committee
meetings of the Bank, and $1000 per Board meeting. The maximum
a Director can receive for attendance at Board and/or Committee
meetings is $2,000 per month.
Certain Transactions
Some of the directors and executive officers of the Company and
its subsidiaries, and the companies with which they are
associated were customers of, and had banking transactions with,
the Bank in the ordinary course of their businesses during 1994
and the Bank expects to have such banking transactions in the
future. No loans and commitments to lend were included in such
transactions.
Bonus Program
On February 3, 1993, Marathon's Board of Directors adopted a
new bonus program to replace the bonus program in existence
through 1992. The Board of Director's determined that adopting
such a program was a necessary element in achieving Marathon's
goals of increasing profitability, reducing problem assets and
laying a founding for future profitability and stability.
The 1993 Bonus Plan establishes bonuses for the six most senior
executive officers of the Bank based on whether the Bank
achieves specific goals in increases in pre-tax income,
increases in outstanding loans and reduction of criticized
assets. The Plan sets a target level for each component and
weighs each component of the Plan toward the determination of
the available bonuses. The Plan also sets minimum targets which
must be met for any bonuses, and sets maximum bonuses that can
be earned in any one year.
The Plan provides that 75% of the bonus to each individual will
be paid in January upon the receipt of preliminary statements,
with the balance due upon approval by the Board of Directors
subsequent to receipt of audited financial statements. The
Board also anticipates reviewing salaries and setting new
targets for the Bonus Plan at that time.
Stock Option Plans
1983 Stock Option Plan
The Company's 1983 Stock Option Plan (the "1983 Option
Plan") was adopted by the Company's Board of Directors on May 9,
1983, and approved by the shareholders of the Company at the
Annual Meeting of Shareholders on April 9, 1984. The 1983
Option Plan provides for the issuance of shares of the Company's
Common Stock pursuant to the exercise of stock options to
purchase up to 361,762 shares of the Company's Common Stock.
The purpose of the 1983 Option Plan is to give directors,
officers and key employees of the Company and its subsidiaries a
greater personal interest in the success of the Company and an
added incentive to continue to advance in their employment or
other service to the Company and its subsidiaries. The 1983
Option Plan authorizes the granting to such persons of both
incentive stock options, within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended, (the "Code") and
non-qualified options, described in Treasury Regulation 1.83-7
to which Section 421 of the Code does not apply to purchase
authorized but unissued shares of the Company's Common Stock.
The 1983 Option Plan is administered by the Board of
Directors, which determines to whom Options are granted and the
terms of each Option. Options are exercisable in such
installments and upon such conditions as the Board of Directors
shall determine, but in no event before one year of continuous
service as a director or employee of the Company or subsidiary
has elapsed. Options granted under the Option Plan expire not
more than ten years from the date of grant. The purchase price
of any shares must be paid in full at the time of purchase, in
cash or in the Common Stock of the Company having an aggregate
fair market value equal to the purchase price. As of April 24,
1994, there were Options outstanding to purchase 202,931 shares
under the 1983 Stock Option Plan. At December 31, 1994,
approximately 14 persons participated in the 1983 Stock Option
Plan.
At the 1990 Annual Meeting of Shareholders, the shareholders
approved certain amendments to the 1983 Stock Option Plan,
providing for the exercise of options in the event of a change
in control of the Company.
At the 1992 Annual Meeting of Shareholders, the shareholders
approved certain amendments to the 1983 Stock Option Plan,
authorizing the Board of Directors to extend the terms of
options granted under the plan up to five years. As of December
31, 1992, the Board of Directors had taken action to extend the
options of Messrs. Abernethy, Mallos, Oltman, Patsaouras, Reyes,
Herles, and Mrs. Pappas by five years.
During the period January 1, 1994 to December 31, 1994, no
options were granted and no options were exercised pursuant to
the 1983 Stock Option Plan. The Board of Directors has elected
not to issue additional options under the 1983 Stock Option Plan.
1986 Stock Option Plan
The Company's 1986 Non-Qualified Stock Option Plan (the "1986
Option Plan") was adopted by the Board of Directors on March 17,
1986, and amended by the Board of Directors on March 16, 1987.
The 1986 Option Plan provides for the issuance of shares of the
Company's Common Stock pursuant to the exercise of stock options
to purchase up to 54,258 shares of the Company's Common Stock to
non-employee directors of the Company. The 1986 Option Plan is
administered by a committee comprised of Messrs. Abernethy and
Reyes, who are not eligible to receive options or additional
options under either the 1983 or 1986 Option Plans. The maximum
number of shares of Common Stock that may be issued under the
1986 Option Plan on account of any one Optionee may not exceed
15,915 shares. Further, the 1986 Option Plan states that a
non-employee director may only receive one grant of options. The
exercise price per share may not be less than 100% of market
value on the date of grant. The 1986 Option Plan will expire on
March 17, 1996, unless terminated earlier by the Company's Board
of Directors. As of April 24, 1994, there were options
outstanding to purchase 4,555 shares of the Company's Common
Stock pursuant to the 1986 Option Plan.
During the period January 1, 1994 to December 31, 1994, no
options were granted and no options were exercised pursuant to
the 1986 Stock Option Plan. The Board of Directors has elected
not to issue additional options under the 1983 Stock Option Plan.
1990 Stock Option Plan
The Company's 1990 Stock Option Plan (the "1990 Option
Plan") was adopted by the Company's Board of Directors on March
19, 1990, and approved by the shareholders of the Company at the
Annual Meeting of Shareholders on April 23, 1990.
The purpose of the 1990 Option Plan is to provide a means
to attract and retain competent personnel and to provide to
participating officers and other key employees ("Eligible
Persons") long-term incentives for high levels of performance
and unusual efforts to improve the financial performance of the
Company.
The officers and other key employees of the Company may be
designated by the Board of Directors of the Company to receive
Incentive Stock Options or Non-Qualified Stock Options
("Options"). The 1990 Option Plan does not specify the number
of Options which may be granted to a particular participant or
group of participants. On the date of adoption of the 1990
Option Plan, the maximum aggregate number of shares issuable
pursuant to Options was 416,021. It is the intent of the Board
of Directors, however, to reduce the number of shares issuable
pursuant to Options by the number of shares issued pursuant to
the exercise of Options granted under the Company's 1983 Stock
Option Plan and 1986 Stock Option Plan, so that the maximum
number of shares which may be granted under all of the Company's
Stock Option Plans does not exceed 58,687 shares.
The 1990 Option Plan will terminate on March 19, 2000, and
no Options may be granted after that date. The Board of
Directors or the Committee may at any time amend, suspend, or
terminate the 1990 Option Plan; provided, however, that neither
the Board nor the Committee may without stockholder approval,
change the class of persons eligible to receive Options,
materially increase the benefits accruing to participants, or
increase the number of shares of Common Stock subject to the
1990 Option Plan. The 1990 Option Plan specifically provides
that the Board may amend the 1990 Option Plan in any manner
consistent with the Securities Act of 1933, the Securities
Exchange Act of 1934, the Internal Revenue Code of 1986, or any
rules or regulations promulgated thereunder. Neither the Board
of Directors nor the Committee may amend, suspend or terminate
the 1990 Option Plan without the consent of the affected
participants if such action would adversely affect outstanding
Options. Upon the occurrence of an event constituting a change
in control for purposes of the 1990 Option Plan, all Options
shall become immediately exercisable.
During the period January 1, 1994 to December 31, 1994, 1,500
options were granted, with an average exercise price of $1.56
per share.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected Deloitte & Touche, as its independent
public accountants for the fiscal year ending December 31, 1995.
Deloitte & Touche audited the Company's financial statements for
the year ended December 31, 1994. All professional services
rendered by Deloitte & Touche during 1994 were furnished at
customary rates and terms. Representatives of Deloitte & Touche
will be present at the Meeting and will be available to respond
to appropriate questions from shareholders and, if they so
desire, to make a statement.
ANNUAL REPORT
Marathon Bancorp's Annual Report accompanies this Proxy
Statement. The Annual Report contains consolidated financial
statements of the Company and its subsidiary and the report
thereon of Deloitte & Touche, independent certified public
accountants.
UPON WRITTEN REQUEST OF ANY PERSON ENTITLED TO VOTE AT THE
MEETING, ADDRESSED TO JOHN MALONEY, IN CARE OF THE COMPANY AT
11444 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064, THE
COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT
ON FORM 10-K FOR FISCAL YEAR 1994 INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT
OF 1934.
PROPOSALS OF SHAREHOLDERS
Under certain circumstances, shareholders are entitled to
present proposals or nominate Directors for election at
shareholders' meetings. Any such proposal for nomination of
Directors to be included in the Proxy Statement for the
Company's 1995 Annual Meeting of Shareholders must be submitted
by a shareholder to the Company's executive offices prior to
February 19, 1995, in a form that complies with applicable
regulations.
OTHER BUSINESS
The Board of Directors knows of no other business to be
presented for consideration at the Meeting other than as stated
in the Notice of the Meeting. If, however, other matters are
properly brought before the Meeting, it is the intention of the
persons named in the accompanying form of Proxy to vote the
shares represented thereby in accordance with their best
judgment and in their discretion, and authority to do so is
included in the Proxy.
DATED: May 17, 1995
MARATHON BANCORP
John J. Maloney
President and Chief Executive
Officer