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
Filed by the registrant (x)
Filed by party other than the registrant ( )
Check appropriate box:
( ) Preliminary proxy statement
(x) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14-11(c)
or Rule 14a-12
CBC BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
CBC BANCORP, INC.
Name of Person(s) Filing Proxy Statement
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(i)(2).
( ) 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;*
(4) Proposed maximum aggregate value of
transaction:
( ) 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 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:
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
DEFINITIVE PROXY STATEMENT
DATED MARCH 28, 1996
CBC BANCORP, INC.
128 Amity Road, Woodbridge, CT 06525 (203) 389-2800
March 28, 1996
To Our Shareholders:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders ("Annual Meeting") of CBC Bancorp, Inc. (the "Company") to
be held on Tuesday, April 23, 1996. Enclosed are the official notice of
this meeting, a proxy statement, a form of proxy and the Annual Report to
Shareholders. Please note that the Annual Meeting will be held at
3:30 p.m. at the offices of the Company's subsidiary, Connecticut Bank
of Commerce, 128 Amity Road, Woodbridge, Connecticut.
At the Annual Meeting, you will be asked to vote to elect directors
to serve until the next Annual Meeting and to ratify the selection of the
Company's independent auditors.
We hope that you will attend. In any event, please complete, date,
sign and promptly return the enclosed proxy. It is important that your
shares be represented at the Annual Meeting.
Sincerely yours,
Randolph W. Lenz
Chairman of the Board
YOUR VOTE IS IMPORTANT.
We encourage you to complete, date and promptly return your proxy
in the enclosed envelope, regardless of whether you plan to attend the
Annual Meeting.
CBC BANCORP, INC.
128 Amity Road
Woodbridge, Connecticut 06525
(203) 389-2800
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
To the Shareholders of CBC Bancorp, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Shareholders (the
"Annual Meeting") of CBC Bancorp, Inc. (the "Company") will be held at the
offices of the Company's subsidiary, Connecticut Bank of Commerce,
128 Amity Road, Woodbridge, Connecticut, at 3:30 p.m., on Tuesday,
April 23, 1996, for the following purposes:
1. To elect directors to serve until the 1997 Annual Meeting
of Shareholders or until their successors have been elected
and qualified (Proposal 1);
2. To consider and vote upon a proposal to ratify the selection
of BDO Seidman as independent auditors for the fiscal year
ending December 31, 1996 (Proposal 2); and
3. To transact such other business as may properly come before
the Annual Meeting.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
close of business on March 15, 1996 as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting.
Only holders of common stock of record at 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 that there are insufficient votes
to approve any one or more of the foregoing proposals at the time of the
Annual Meeting, the Annual Meeting may be adjourned to permit further
solicitation of proxies by the Company.
By Order of the Board of Directors
Woodbridge, Connecticut
Randolph W. Lenz
Chairman of the Board
March 28, 1996
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU
DO ATTEND THE MEETING, YOU MAY THEN REVOKE YOUR PROXY AND VOTE BY BALLOT.
CBC BANCORP, INC.
128 Amity Road
Woodbridge, Connecticut 06525
(203) 389-2800
PROXY STATEMENT
1996 ANNUAL MEETING OF SHAREHOLDERS - APRIL 23, 1996
INTRODUCTION
OVERVIEW
This Proxy Statement is being furnished to the holders of common stock,
par value $0.01 per share ("Common Stock"), of CBC Bancorp, Inc., a
Connecticut corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use
at the 1996 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held at the offices of the Company's subsidiary,
Connecticut Bank of Commerce, 128 Amity Road, Woodbridge, Connecticut,
at 3:30 p.m. on Tuesday, April 23, 1996. This Proxy Statement and the
enclosed proxy card are first being given or sent to shareholders on or
about April 10, 1996.
The Company is a bank holding company incorporated under the laws of the
State of Connecticut. The Company conducts its operations principally
through its subsidiary, Connecticut Bank of Commerce (the "Bank"). The
Bank is a Connecticut-chartered FDIC insured commercial bank.
PURPOSE OF ANNUAL MEETING
At the Annual Meeting, shareholders will be asked to: (i) elect directors
to serve until the next Annual Meeting of Shareholders or until their
successors are elected and qualified and (ii) ratify the selection of BDO
Seidman as independent auditors for the Company for the year ending
December 31, 1996. In addition, the shareholders may act upon such other
matters as may properly come before the Annual Meeting.
VOTING RIGHTS AND PROXY INFORMATION
RECORD DATE; VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
March 15, 1996, as the record date (the "Record Date") for determining
holders of outstanding shares of Common Stock entitled to notice of and
to vote at the Annual Meeting and any adjournments thereof. Only holders
of shares of Common Stock of record on the books of the Company at the
close of business on March 15, 1996, will be entitled to vote at the
Annual Meeting and any adjournments thereof. As of the Record Date,
there were 1,961,761 shares of Common Stock issued and outstanding.
Votes may be cast in person or by proxy, and each share of Common Stock
entitles its holder to one vote. Pursuant to the Company's Bylaws, the
holders of a majority of the outstanding shares of Common Stock present
in person or by proxy will constitute a quorum for transacting business
at the Annual Meeting.
USE OF PROXIES, REVOCATION AND SOLICITATION
Proxies in the accompanying form which are properly executed and returned
to the Company will be voted at the Annual Meeting in accordance with the
shareholders' instructions contained in such proxies and, at the discretion
of the proxy holders, on such other matters as may properly come before
the Annual Meeting. Where no instructions are given, the shares represented
by executed proxies received by the Company will be voted as follows:
(i) FOR Proposal 1 to elect the proposed nominees as directors and
(ii) FOR Proposal 2 to ratify the selection of BDO Seidman as independent
auditors of the Company for the year ending December 31, 1996. The Board
of Directors does not know of any matters to be acted upon at the Annual
Meeting other than the items specifically described in this Proxy Statement.
If any other matters are properly brought before the Annual Meeting, the
persons named in the accompanying proxy will vote the shares of Common
Stock represented by the proxies on such matters at their discretion.
None of the proposals scheduled to be voted upon at the Annual Meeting
will create appraisal or similar rights under Connecticut law.
A shareholder who executes and returns the enclosed proxy card has the
power to revoke such proxy at any time before it is voted at the Annual
Meeting by filing with the Secretary of the Company an instrument revoking
it, by filing a duly executed proxy bearing a later date or by attending
the Annual Meeting and voting by ballot in person. Attendance at the
Annual Meeting will not in and of itself constitute the revocation of a
proxy.
The Company will bear the costs of soliciting proxies from its
shareholders. In addition to this solicitation by mail, proxies may
be solicited by the directors, officers and employees of the Company and
the Bank by personal interview, telephone or telegram for no compensation
other than their regular salaries. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Common
Stock held of record by such persons, and the Company may reimburse such
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred in connection therewith.
CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board of Directors of the Company. The Board of Directors of the
Company has responsibility for the management of the business and affairs
of the Company. The Board of Directors of the Company met 12 times during
1995 and consisted of five members: Messrs. Lenz (Chairman), Pignatelli,
Dunlap, Cuevas and Levine. All of the current members with the exception
of Mr. Pignatelli have been nominated for reelection at the Annual Meeting.
Mr. Pignatelli resigned for personal reasons from his position as President,
Chief Executive Officer and Director at the Company and the Bank effective
February 29, 1996. Mr. Pollack has accepted the position as President,
Chief Executive Officer and Director of the Company and Bank and will
assume the position in April 1996 upon receipt of the required regulatory
approvals. Mr. Pollack is a seasoned business executive with over six
years of executive officer-level banking experience. He has also held
positions as President of the Medical Electronics Division of Sony
Corporation, as well as Manager at a "Big 6" accounting firm. Biographies
of all nominees, including Mr. Pollack, are provided under "Proposal 1 -
Election of Directors."
Committees of the Company. The Compensation Committee of the Company
consisted of Mr. Pignatelli and three non-officer directors: Messrs.
Lenz (Chairman), Cuevas and Dunlap. The Compensation Committee met
once during the year. The Compensation Committee determines compensation
for the Company's executives and administers the Company's benefit programs,
including review of recommendations made by the Bank's Board of Directors
regarding stock option grants to executive officers and employees of the
Bank. During 1995, no officer of the Company received any compensation
for his or her performance of duties as an officer of the Company.
The Board of Directors of the Bank. The Board of Directors of the Bank
met twelve times during 1995. The Board of Directors has primary
responsibility for the general management of the business of the Bank.
The Bank Board of Directors consisted of five members: Messrs. Lenz
(Chairman), Cuevas, Dunlap, Pignatelli and Nives.
Committees of the Bank. The Bank currently has five committees: the
Compensation Committee, the Audit Committee, the Loan Committee, the
Compliance Committee and the Investment Committee.
The Compensation Committee consisted of the following four members, with
Mr. Pignatelli being the only officer or employee of the Bank: Messrs.
Dunlap (Chairman), Cuevas, Lenz and Pignatelli. The Bank Compensation
Committee met once during 1995. The Compensation Committee reviews the
compensation and benefits of Bank officers and employees and makes
recommendations to the full Board regarding the granting of stock
options and bonuses to all Bank officers and employees. Mr. Pignatelli
did not participate or vote in connection with the Committee's
recommendation on his compensation or benefits.
The Audit Committee is composed of three members: Messrs. Nives (Chairman),
Cuevas and Dunlap. The Audit Committee met three times during the 1995
fiscal year. The Audit Committee reviews the annual report of the
independent auditors, the audit program, audit plan and audit reports of
the Bank's internal auditor, and reviews the adequacy of the accounting,
financial and operating controls.
The Loan Committee had five members and met twelve times during 1995.
The members of the Bank's Loan Committee were Messrs. Lenz (Chairman),
Cuevas, Dunlap, Nives and Pignatelli. The Loan Committee reviews new
loan requests and loan delinquencies and is responsible for all matters
pertaining to non-performing loans, insider loans, non-accruing loans
and charge-offs.
The Compliance Committee consisted of three members: Messrs. Cuevas
(Chairman), Dunlap and Pignatelli. The Compliance Committee of the
Bank met three times in 1995. The Compliance Committee reviews the
Bank's adherence to federal and state laws and regulations, including,
but not limited to, the Community Reinvestment Act ("CRA"). The
Compliance Committee also reviews the Bank's internal compliance program
and status reports on such compliance. The Bank's CRA Committee, which
is also chaired by Mr. Cuevas, is a subcommittee of the Bank's Compliance
Committee and met three times in 1995.
The Investment Committee of the Bank consisted of five members: Messrs.
Lenz (Chairman), Cuevas, Dunlap, Nives and Pignatelli. The Investment
Committee meet once during 1995. The Investment Committee reviews the
Bank's investment portfolio and investment strategies, and analyzes and
proposes changes to the Bank's investment policy.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The average attendance at Board of Director meetings of the Company and
the Bank during 1995 was approximately 85 percent. During 1995, each
incumbent director of the Company and the Bank attended at least 75
percent of the aggregate of (i) the total number of Board meetings of
the Company and the Bank and (ii) the total numbers of meetings held
by all Committees of the Company and the Bank on which he or she served.
BOARD COMPENSATION
Members of the Board of Directors of the Company and the Bank, other than
those directors who are executive officers of the Company or the Bank or
directors with business affiliations with the Company's principal
shareholder, receive $50 for attendance at each regular or special
Board of Directors' meeting and $50 for attendance at each Loan
Committee meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers and ten percent
shareholders to file with the Securities and Exchange Commission certain
reports regarding such persons' ownership of Company securities. The
Company is obligated to disclose any failure to file such reports on a
timely basis. To the Company's knowledge, based solely on review of
the copies of reports furnished to the Company and written representations
that no other reports were required, all filings required pursuant to
Section 16(a) of the Exchange Act applicable to the Company's executive
officers, directors and ten percent beneficial owners were complied
with during 1995.
THE PRINCIPAL SHAREHOLDERS
OF THE COMPANY AND STOCK OWNED BY MANAGEMENT
The Company has only one class of Common Stock. The following table
shows, as of March 15, 1996, those persons known to the Company to be
the beneficial owner of more than five percent of the Common Stock.
Due to the absence of a market price caused by the delisting of the
Company's Common Stock on June 22, 1995 from the NASDAQ Small Cap Market,
in preparing the following table, the Company has not assumed exercise of
stock options and conversion of securities of the Company or of the Bank
which are convertible into the Company's Common Stock based on the current
market value of such stock. The table does not reflect Mr. Lenz's
exercise of the warrant granted to him in connection with the 1994
recapitalization transaction or conversion of shares of Series III
Preferred Stock which is convertible into shares of common, preferred
or other capital instrument of the Company or the Bank.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
Randolph W. Lenz 1,850,007 90%
128 Amity Road
Woodbridge, CT 06525
As of the close of business on March 15, 1996, directors and executive
officers of the Company and the Bank as a group (nine persons) owned
beneficially, directly or indirectly, 1,890,417 shares of Company
Common Stock, representing 98.8% of the total outstanding shares of
such series. Of the total, 40,250 shares of Company Common Stock are
represented by shares that could be acquired through the exercise of
stock options.
PROPOSAL 1
ELECTION OF DIRECTORS
Directors of the Company are elected for one-year terms and thereafter
until their successors are duly elected and qualified. The five nominees
nominated by the Company's Board of Directors for election to the Company
Board at the Annual Meeting are identified in the table below. Unless a
shareholder either indicates "authority withheld" on such shareholder's
proxy or indicates on such shareholder's proxy that such shareholder's
shares should not be voted for certain nominees, it is the intention of
the persons named in the proxy to vote the shares represented by each
properly executed proxy for the election as director all of the persons
named in the table below as nominees. All persons named herein as
nominees for the Board of Directors have consented to serve, and it is
not contemplated that any nominee will be unable to serve as a director.
However, if a nominee is unable to serve as a director, a substitute will
be selected by the Company's Board of Directors and all proxies eligible
to be voted for the nominees will be voted for such other person.
The table below sets forth the names and ages (as of March 15, 1996)
of the nominees for the Company's Board of Directors, the other
positions and offices presently held by each such person with the
Company and the Bank, the period during which each such person has
served on the Company Board, the expiration of their respective terms,
the principal occupation or employment and certain directorships of
each such person during the past five years, and the number of shares
of Company Common Stock, Series I, II and III Preferred Stock and
Company Capital Notes that they beneficially owned as of March 15,
1996. All such shares are directly owned by the individuals listed
unless otherwise stated in the footnotes following the table.
ELECTION AS DIRECTORS
Shares Beneficially
Owned as of
March 15, 1996
Expiration
Director of Term If Number of Percent
Name and Age Since Elected Business Experience Shares of Class
Randolph W. Lenz, 49 1992 1997 Chairman of the Board of the 1,813,507 <F3> 95.2%
Company and the Bank (August
1992 - Present); Chairman of
the Board of Terex Corporation
(retired), a New York Stock
Exchange manufacturing company.
Marcial Cuevas, 52 1994 1997 Executive Director, Community 80 -
Action Agency of New Haven,
Inc., federally-funded anti-
poverty agency; Director of
the Bank (1990 - Present).
Jack Wm. Dunlap, 71 1994 1997 Chairman, President and Chief 40 -
Executive Officer of Dunlap &
Associates, Inc. (retired),
human factors research,
system analysis and
management consulting company.
Steven Levine, MD, 38 - 1997 Physician; Principal in Eye, - -
Nose, Throat & Facial Plastic
Surgery Associates, P.C.
Dennis Pollack, 45 - 1997 President, Chief Executive - -
Officer and Director of the
Company (April 1996);
President and Chief Executive
Officer of the Bank (April
1996); Regional Vice
President, Axiom Management
Consulting, Inc. (1995);
Regional President and Market
Manager, First Fidelity Bank,
N.A. (1994); President, Chief
Executive Officer and Director,
Savings Bank of Rockland
County, NY (1988-1994).
<FN>
<F1> In each instance in which dates are not provided in connection
with a director's experience, such director has held the positions
indicated for at least the past five years.
<F2> There were 1,961,761 shares of Common Stock, 23,000 shares of Series
I Preferred Stock, 50,000 shares of Series II Preferred Stock, 524
shares of Series III Preferred Stock and $1,090,000 in principal
amount of mandatory convertible Capital Notes outstanding as of
March 15, 1996.
<F3> Mr. Lenz owns 18,450 shares of Series I Preferred Stock,
representing 80.2% of the outstanding shares of such series,
50,000 shares of Series II Preferred Stock, representing 100%
of such series, and 416 shares of Series III Preferred Stock,
representing 79% of such series. Mr. Lenz also owns $50,000
of principal amount of Company Capital Notes, representing 4.6%
of the outstanding Company Capital Notes. The 1,813,507 shares
of Common Stock shown as being beneficially owned by Mr. Lenz do
not include the 36,900 shares of Common Stock issuable upon
conversion of the Series I Preferred Stock, the shares of
Common Stock which could be issuable upon conversion of the
$50,000 principal amount of Company Capital Notes, the shares
of Common Stock which could be issuable to Mr. Lenz upon
conversion of his 416 shares of Series III Preferred Stock
into Common stock or shares of Common Stock issuable upon
exercise of the Warrant.
</FN>
EXECUTIVE OFFICERS
OF THE COMPANY AND THE BANK
The following table sets forth as of March 15, 1996, the names of
executive officers of the Company or the Bank with major policy-making
functions (other than those persons named hereinabove who are currently
or are nominated to be directors of the Company), their ages, all
positions held with the Company or the Bank and their principal
occupations for the last five years.
Position with the Principal Occupation
Name and Age Bank or the Company For Past Five Years
Donald Broadbent, 44 Senior Vice President Senior Vice President
and Chief Operating and Chief Operating
Officer of the Bank Officer of the Bank
(Sept. 1993 - Present);
Vice President, First
Federal (First
Constitution Bank)
(1991 - 1993); Senior
Vice President,
Westport Bank and
Trust Co. (1971 - 1991)
David Munzer, 44 Senior Vice President Senior Vice President
and Chief Financial and Chief Financial
Officer of the Bank Officer of the Bank
(December 1993 -
Present); New Canaan
Bank and Trust (1989
- 1993)
Thomas Marron, 59 Senior Vice President Senior Vice President
- Loan Workout of the of the Bank (August
Bank 1993 - Present); Vice
President, Great Country
Bank (1992 - 1993);
Senior Executive Vice
President, Whitney Bank
and Trust (1990 - 1991)
Susan Kornberg, 38 Senior Vice President Senior Vice President
- Commercial Loan of the Bank (Jan. 1994
Officer of the Bank - Present); Vice
President, Bank of
Boston (1991 - 1993);
Vice President, Bank of
Leumi Trust Company (1989
- 1991)
Barbara Van Bergen, 35 Chief Accounting Chief Accounting Officer
Officer of the Company of the Company and Vice
and Vice President - President - Finance of the
Finance of the Bank Bank (Oct. 1994 - Present);
Audit Manager, BDO Seidman
(1994); Vice President,
Reliance Bank (1992 - 1993);
Audit Manager, Landry &
Toole, CPA (1989 - 1992)
There are no family relationships between the executive officers of the
Company or the Bank. The terms of office of the executive officers of
the Company and the Bank extend until the respective annual
organizational meeting of the Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The Summary Compensation Table below sets forth for the past three fiscal
years of the Company's or the Bank's Chief Executive Officer and its
executive officers with 1995 earned qualifying compensation in excess
of $100,000 (the "Named Officers"):
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation <F1> Compensation
Options All Other
Name and Principal Position Year Salary Bonus Granted Compensation <F2>
Randolph W. Lenz 1995 $0 $0 0 $0
Chairman of the Board of the 1994 $0 $0 0 $0
Company and the Bank <F3> 1993 $0 $0 0 $0
Charles Pignatelli 1995 $153,905 $65,000 <F7> $0
President and Chief 1994 $138,462 $0 100,615 $0
Executive Officer of the 1993 $12,500 $0 $0
Company and the Bank <F4>
Stephen M. Hotchkiss <F5> 1993 $9,218 $0 0 $0
David A. Lentini 1993 $53,660 $0 $3,468
Chief Operating Officer of
the Company; President and
Chief Executive Officer of
the Bank <F6>
<FN>
<F1> During the periods covered, no Named Officer received perquisites
(i.e., personal benefits) in excess of the lesser of $50,000 or
10% of such individual's reported salary and bonus.
<F2> A specific description and breakdown of the amounts shown in this
column are described in the accompanying narrative.
<F3> Mr. Lenz became Chairman of the Board of the Company and the Bank
in August of 1992. He also served as interim President of the
Company from August 1992 until August 1993.
<F4> Mr. Pignatelli served as President and Chief Executive Officer of
the Bank from November 1993 to February 1996 and as President and
Chief Executive Officer of the Company from April 1994 to February
1996.
<F5> Mr. Hotchkiss served as Chief Executive Officer of the Company and
the Bank from August 1993 until October 1993.
<F6> Mr. Lentini served as Chief Operating Officer of the Company and
President and Chief Executive Officer of the Bank from September
1992 until June 1993.
<F7> Under the terms of Mr. Pignatelli's employment agreement with the
Bank, Mr. Pignatelli received in 1996 additional incentive
compensation of $80,000 based, in part, on the Bank's achievement
of specified operating results during 1995.
</FN>
The amounts set forth in the "All Other Compensation" column of the
Summary Compensation Table for the Named Officers are described in
detail below. Of the $3,468 paid to Mr. Lentini in 1993, $2,665
represents the Bank's matching contributions to the Bank 401(k)
Savings Plan to match pre-tax elective deferral contributions (included
under "Salary") made by Mr. Lentini to that plan and $803 represents
insurance premiums paid by the Bank. A description of the Bank 401(k)
Savings Plan is set forth in the Proxy Statement under the caption
"Description of Other Employee Benefit Plans."
OPTION GRANTS IN 1996
No options were granted in 1996.
Under the terms of an Option Agreement, by and between the Company and
Charles Pignatelli, the Company granted Mr. Pignatelli options to acquire
shares of the Company Common Stock, which options vest over a five year
period. Mr. Pignatelli is the only Named Officer granted stock options
in 1995.
The table below summarizes information pertaining to stock
options granted to the Named Executive Officers listed in the Summary
Compensation Table.
Individual Grants Potential Realizable Value
at Assumed Annual Rates
Number of of Stock Appreciation for
Securities Percent of Option Period ($)
Underlying Total Options Exercise
Options Granted to Price (2) Expiration
Name Granted (#) Employees (1) ($/share) Date 5% 10%
Randolph W. Lenz -- -- -- -- -- --
Charles Pignatelli<F3> 20,125 20 0.10 11/22/04 1,266 3,207
20,125 20 0.10 11/22/05 1,429 3,729
Steven Hotchkiss -- -- -- -- -- --
David A. Lentini -- -- -- -- -- --
<FN>
<F1> Mr. Pignatelli received, in the aggregate, 100% of the total
options granted to employees in 1995.
<F2> The option price agreement was amended in 1996 to reduce the
exercise price from $1.25 per share to $0.10 per share to reflect
the market price of the stock.
<F3> Due to Mr. Pignatelli's cessation of employment, the remaining
60,375 of Common Stock options granted in 1994 have been revoked.
AGGREGATED OPTION EXERCISES
IN 1995 AND YEAR-END OPTION VALUES
The table below summarizes options exercised during 1995 and year-end option
values of the Named Officers listed in the Summary compensation Table.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Year-end (#) at Year End ($)
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
Randolph W. Lenz -- -- -- --
Charles Pignatelli -- -- 40,250/-- --
Steven Hotchkiss -- -- -- --
David A. Lentini -- -- -- --
Joseph V. Ciaburri -- -- -- --
PERFORMANCE PRESENTATION
PERFORMANCE GRAPH
The following graph and table depict the performance of the Company's
Common Stock compared with the NASDAQ Stock Market (U.S.) and NASDAQ
Bank Stocks over the preceding five-year period. The graph was prepared
by the Company based upon data provided to the Company by The NASDAQ
Stock Market which information is believed by the Company to be reliable.
The graph and data assume reinvestment of all dividends.
The stock price performance shown on the graph is not necessarily an
indication of future price performance.
(DESCRIPTION OF GRAPHICAL MATERIAL)
Located herein in the Company's paper format copy of this document
is a line graph titled:
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
CBC Bancorp, Inc., NASDAQ Stock Market, NASDAQ Bank Stocks
(Performance results through 12/31/95)
The vertical axis of the line graph is scaled from $0.00 at
the origin extending upwards to $450.00, marked in increments of
$50.00. The horizontal axis begins with the year 1990 at the
origin extending to the right through the year 1995, marked in
one year increments. The value of an assumed initial investment
of $100 in the Company's Common Stock, in the NASDAQ Stock
Market, and in the Peer Group (i.e., NASDAQ Banking Index) is
plotted for each year of the horizontal axis using the data
listed below:
1990 1991 1992 1993 1994 1995
CBC Bancorp, Inc. 100.00 35.82 47.76 17.91 7.16 5.97
NASDAQ Stock Market 100.00 160.48 186.74 213.07 208.34 301.45
NASDAQ Banking Index 100.00 164.09 238.79 272.19 271.32 404.35
Assumes $100 invested at the close of trading on the last trading day
preceding the first day of the fifth fiscal year in Common Stock, NASDAQ
Stock Market and the NASDAQ Bank Stocks.
* Cumulative total return assumes reinvestment of dividends.
Source: The NASDAQ Stock Market
STOCK OPTIONS
Options to acquire Company Common Stock are outstanding under three
incentive stock option plans: the Bank Stock Option Plan ("Bank Stock
Plan"), the Company Incentive Stock Option Plan ("Old Company Stock
Plan") and the Company Long-Term Incentive Plan ("Incentive Plan").
In addition, during 1994, pursuant to the terms of a stock option
agreement by and between the Company and Mr. Charles Pignatelli, the
President and chief Executive Officer of the Company and the Bank,
the Company granted Mr. Pignatelli options to acquire Company Common
Stock (the "Stock Option Agreement"). The Bank Stock Plan, the Old
Company Stock Plan, the Incentive Plan and the Stock Option Agreement
are each discussed separately below.
Bank Stock Plan. No stock options have been awarded under the Bank
Stock Option Plan since November 13, 1986, the date of the formation of
the Company as a holding company for the Bank. Options were granted
under the Bank's Option Plan to certain employees to purchase Bank
Common Stock at prices equal to the then market value of the shares,
except that options granted to 10 percent or greater shareholders were
granted at 110 percent of such market value. At the time of issuance
of the options to Mr. Nives, he held more than 10 percent of the Bank's
Common Stock. In connection with the organization of the Company as
the Bank's holding company, outstanding options theretofore issued by
the Bank pursuant to its Bank Option Plan became exercisable for
equivalent numbers of shares of Company Common Stock. Options granted
by the Bank are exercisable immediately and expire ten years after the
date of the grant (except for the options granted to Mr. Nives, which
would have expired five years after the date of the grant if he had not
exercised such options), or three months after employment is terminated,
whichever occurs first. With respect to employees who hold unexpired
Bank options, any options issued after 1986 by the Company may not be
exercised until the pre-1987 options from the Bank are exercised or
expire according to their original term.
Company's Old Stock Plan. Under the Company's Old Stock Plan options may
be granted to purchase the Company's Common Stock. One hundred ten
thousand shares of such Common Stock are allocated to the Company's Old
Stock Plan. Employees of the Company and employees of any present or
future subsidiary of the Company are eligible to be granted options.
As of December 31, 1995, the Bank had 39 full and part-time employees.
The selection of employees to be granted options and the quantity of
options granted is in the discretion of the Company's Compensation
Committee. The option price must be 100 percent of fair market value
of the Company's Common Stock at the time of grant of an option, except
that for a holder of more than ten percent of the Company's Common Stock
the option price must be 110 percent of the fair market value of the
Company's Common Stock at the time of the grant of an option. Payment
in cash is required for exercise of an option. As determined by the
Compensation Committee, options may be exercisable for up to ten years
from the date of the grant, or up to five years for holders of more than
ten percent of the Common Stock of the Company who receive the options.
The Compensation Committee may include other conditions on exercise of
an option, such as a minimum period of service with the Company before
the option may be exercised or a percentage or dollar limit on how much
of an option may be used in any period. The Company Stock Plan expires
on April 15, 1997.
In November 1990, the Board of Directors approved a program to cancel all
outstanding options (the "Original Options") and to issue in exchange, on
a one-for-one ratio, new options (the "New Options") at an exercise price
of $2.50 per share, which was the fair market value of the Company's
Common Stock on the date of issuance. The New Options expire in November
of 2000. The Original Options were exercisable at various prices, all
exceeding $2.50 per share. As a consequence of the one-for-five reverse
stock split of the Company in 1994, the exercise price of the New Options
is now $12.50 per share. No stock options were been granted under the
Company's Old Stock Plan during 1995. The Company does not intend to
issue any further stock options under the Old Stock Plan. All future
stock options will be granted pursuant to the Company's Incentive Plan.
Incentive Plan. In December 1994, the Directors of the Company adopted the
Company's Incentive Plan subject to shareholder approval. The Company's
shareholders approved the Company's Incentive Plan on June 29, 1995 at the
1995 Annual Meeting of Shareholders. The Incentive Plan provides that the
total number of shares with respect to which options may be granted
thereunder is 250,000 shares of Company Common Stock. The total number of
shares which may be optioned is subject to adjustment in the event of a
stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change
(including the exercise of warrants and the conversion of any equity
or debt security of the Company convertible into shares of Company
Common Stock). The number of shares and the prices per share applicable
to the options then outstanding and in the number of shares which are
issuable under the Incentive Plan shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock.
The Incentive plan provides for the granting of options to purchase the
Company's Common Stock at not less than the market price of a share of
Common Stock on the trading day immediately preceding the date of grant.
If the participant in the Incentive Plan to whom an Incentive Stock Option
("ISO") is granted owns at the time of the grant more than 10% of the
issued and outstanding shares of Common Stock, the option price shall
not be less than 110% of the market price on the trading date immediately
preceding the date of grant and the term of the ISO shall not exceed five
years from the date of grant. No option granted under the Incentive Plan
may be outstanding for more than ten years after its grant. Upon exercise
of an option, the holder must make payment in full of the exercise price
on or within ten business days after the date of exercise. Such payment
may be made in cash, by certified check or money order, in whole shares
of Common Stock owned by the participant prior to exercising the option,
or in a combination of cash and such shares of Common Stock or on such
terms and conditions as the Committee determines. The value of the
Common Stock is the market price of the Common Stock on the date the
option is exercised. An option is only exercisable by a participant
while the participant is in active employment with the Company or the
Bank, except (i) in the case of the participant's death or disability,
at any time during the 36 month period following the participant's death
or disability; (ii) during a six month period commencing on the date of
a participant's termination of employment for other than cause; (iii)
during the three year period commencing on the date of the participant's
termination of employment by the participant or the Company or Bank, as
the case may be, after a change in control of the Company unless such
termination is for cause; or (iv) if the Committee decides that it is
in the best interest of the Company or the Bank to permit individual
exceptions. An option may not be exercised after it has expired. In
the event a participant is terminated for cause, the option will terminate
on the date the holder ceases to be employed by the Company or the Bank.
The Board of Directors of the Company may suspend, terminate or amend the
Incentive Plan at any time, except that without shareholder approval it
may not increase the number of shares of Common Stock that may be optioned
under the Incentive Plan or amend any provision, with respect to officers
of the Company or the Bank, which materially modifies the eligibility
requirements, materially increases the benefits or materially increases
the number of shares issuable. No suspension, termination or amendment
of the Plan shall affect the rights of participants under options granted
prior to any such event. As of March 15, 1996, no stock options have been
granted under the Company's Incentive Plan.
Under current law, there will be no federal income tax consequences to
either the grantee or the Company on the grant of non-incentive options
or stock appreciation rights ("SARs"). Upon exercise of non-incentive
options or SARs, the difference between the fair market value of the
Company's Common Stock at the date of exercise and the exercise price
is taxed at ordinary income rates. The exercise of non-incentive options
or SARs will result in a tax deduction to the Company, measured by such
difference. However, grantees who are subject to certain federal
securities laws restrictions will, unless they elect otherwise, generally
not recognize ordinary income until such restrictions lapse. The fair
market value of the Company's Common Stock on the date of exercise becomes
the tax basis in the hands of the grantee of shares acquired upon such
exercise.
Under the Internal Revenue Code of 1986, as amended ("Internal Revenue
Code"), there are no federal income tax consequences to the employee or
the Company upon a grant or exercise of an incentive stock option, except
that the difference between the option price and the fair market value of
the common stock at the exercise of the option will be included in the
employee's alternative minimum taxable income. If the employee does not
dispose of the stock within two years from the grant date of the incentive
stock option and holds the stock after exercise for at least one year, the
employee will be taxed at long-term capital gain rates upon the sale of the
stock and the Company will be entitled to a tax deduction in connection
with the sale. If the employee does not meet these holding period
requirements, the employee's gain upon disposing of the stock will be
taxed as ordinary income to the extent of the excess of the fair market
value of the shares on the date of exercise over the option price. The
balance of the amount received, if any, will be short-term or long-term
capital gain depending on how long the shares were held by the employee.
The Company will be allowed a tax deduction in the amount of the grantee's
ordinary income as a result of the disposition. No further stock options
will be granted under the Company or Bank Stock Plan. Any future stock
options will be granted to the Company's and the Bank's executive officers
under the Incentive Plan.
As of December 31, 1995, there were 1,338 options outstanding under the
Bank Option Plan and the Company's Old Stock Plan (adjusted to reflect
the one-for-five reverse stock split). No options were granted under
either the Bank Stock Plan or the Company's Old Stock Plan during 1995.
All future options will be granted pursuant to the Company's Incentive
Plan. Except for the compensatory stock options granted to the Company's
and the Bank's President and Chief Executive Officer, no stock options
were granted to Named Officers or to any other executive officer of the
Company or the Bank during the year ended December 31, 1995. In addition,
none of the Named Officers exercised any stock options during 1995. Other
than the shares exercisable by Mr. Pignatelli under the terms of the Stock
Option Agreement, no stock options held by Named Officers of the Company
or the Bank at December 31, 1995 are exercisable.
The Stock Option Agreement. On December 13, 1994, the Company entered into
a stock option agreement with Mr. Charles Pignatelli, President and Chief
Executive Officer of the Company and the Bank. Under the agreement, the
Company granted to Mr. Pignatelli an option to purchase in the aggregate
such number of shares of Company Common Stock as shall represent 5 percent
of the issued and outstanding shares of Common Stock at the time of
exercise at a price of $1.25 per share and amended to $0.10 per share as
of January 1996 (the market price of the company Common Stock on the date
of grant). The number of shares of Common Stock that may be received upon
exercise of the option is subject to further adjustment in the event of a
recapitalization, stock dividend or split, or any similar transaction
effecting the number of issued and outstanding shares of Company Common
Stock. The option vests and is exercisable by Mr. Pignatelli at the rate
of one percent of the issued and outstanding shares of Common stock for
each full year of employment. As the result of Mr. Pignatelli's cessation
of employment, the remaining 3% of Common Stock outstanding issuable under
the option granted to Mr. Pignatelli has been revoked under the terms of
the option agreement. As of March 15, 1996, the 40,250 shares of Common
Stock options are fully vested and expire as follows: 20,125 expire
November 22, 2004 and 20,125 expire November 22, 2005. None of these
option shares were in the money as of March 15, 1996; as of that date,
the Company's Common Stock was not trading on an exchange.
DESCRIPTION OF OTHER EMPLOYEE BENEFIT PLANS
401(k) Savings Plan. The Bank has a savings plan ("Savings Plan") for
eligible employees that is intended to meet the applicable qualification
requirements for a cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code. The Savings Plan became effective June 9,
1988 for the officers and employees of the Company and the Bank. Due
to the absence of paid employees at the Company, the Savings Plan does
not currently include the Company or its officers and employees.
Employees and officers of the Bank who attain the age of 21 and complete
a specified period of employment with the Bank are eligible to participate
in the Savings Plan. During 1992, the Savings Plan was amended to allow
Bank officers and employees to participate commencing 30 days after the
date of employment. In February 1993, the Savings Plan was amended
whereby new participants vest over a two year period. In November 1994,
the Savings Plan was gain amended this time to provide for vesting over a
six year period. Prior to one year's employment contributions are not
matched by the Bank but employees may contribute to the Savings Plan
after 90 days of employment. During 1994 and 1993, the Bank contributed
approximately $22,500 and $58,100, respectively, to the Savings Plan.
Participants in the Savings Plan prior to March 1, 1993 are fully vested
in all contributions and earnings thereon. Commencing March 1, 1993,
matching contributions of new participants became fully vested after
six years of employment with the Bank. Upon termination of employment,
a participant in the Savings Plan will be entitled to all the pre-tax
contributions and any rollover contributions made by the participant and
matching contributions made by the Bank on the behalf of the participant
(to the extent that the matching contributions have vested), all as
adjusted for earnings and losses. If a participant dies before receiving
benefits from the Savings Plan, the benefits will be distributed to the
participant's beneficiary. Participants may also elect to withdraw
amounts from the Savings Plan attributable to pre-tax or rollover
contributions upon attainment of age 59 1/2 or due to certain hardship
events.
Eligible employees may elect to contribute to the Savings Plan on a pre-
tax basis up to 6% of their compensation (as defined in the Savings Plan)
subject to certain dollar limitations set by the Internal Revenue Service
each calendar year. The Bank had made matching contributions equal to 50%
of the amount an employee elected to contribute on an annual basis to the
Savings Plan, subject to various limits set forth in the Savings Plan
during 1994 and 1993. In 1995, the Plan was amended to leave employer
matching to the discretion of the Board of Directors. During 1995
contributions were not matched by the Company.
Bonus Plan. The Company and the Bank each has a Bonus Plan for their
respective full and part-time employees which may provide them with
additional compensation based upon performance. Pursuant thereto,
each year the Compensation Committee of the Company and the Bank each
decides whether to authorize bonuses. As indicated in the Summary
Compensation Table, no bonuses were paid to Named Officers or to any
other executive officer of the Company or the Bank for 1994. The Bank
did not pay any performance awards to the Bank's executive officers
during 1994. In the first quarter of 1995, the Bank did pay discretionary
performance awards to selected executive officers.
EMPLOYMENT AGREEMENTS
Commencing January 1, 1989, Joseph V. Ciaburri entered into an employment
agreement with the Bank. On October 30, 1992, Mr. Ciaburri entered into
a new employment agreement with the Bank (the "1992 Agreement"). Pursuant
to the 1992 Agreement, Mr. Ciaburri was employed as President Emeritus of
the Bank until May 1993. Between May 1993 and May 1994, the 1992 Agreement
provided for Mr. Ciaburri's employment by the Bank as a consultant. Under
the terms of the 1992 Agreement, Mr. Ciaburri agreed to the cancellation
of his outstanding stock options in exchange for title to the automobile
furnished him under his earlier employment agreement with the Bank.
Under the 1992 Agreement, Mr. Ciaburri was also provided with group
life and medical coverage comparable to such coverage provided to
officers of the Bank generally. In addition, he was eligible to
participate in the Bank's 401(k) Plan until May 1993.
Under the terms of a February 1990 deferred compensation agreement between
the Bank and Mr. Ciaburri, the Company agreed to pay Mr. Ciaburri deferred
compensation of $520,000 payable over a ten-year period to him or his
estate commencing on the earlier of his retirement or death. The Company
has purchased a life insurance policy to fund the deferred compensation
obligation. At December 31, 1995, the cash surrender value of the life
insurance policy was $346,000 with an accrued deferred compensation
liability of $275,000. For the years ended December 31, 1995, 1994 and
1993, deferred compensation expense, including interest, was approximately
$28,000, $24,000 and $86,000, respectively.
In July 1994, the Bank entered into an employment agreement with Charles
Pignatelli, the President and Chief Executive Officer of the Company and
the Bank. The agreement provides for periodic increases in salary. The
agreement also provides for the payment to Mr. Pignatelli, on an annual
basis, additional compensation based on the Bank's achievement of certain
operational benchmarks set forth in the agreement. Mr. Pignatelli
resigned effective February 29, 1995 and as such the agreement is no
longer in force.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors during fiscal year
1995 consisted of Randolph W. Lenz, Marcial Cuevas, Jack Dunlap and
Charles Pignatelli. Except for Mr. Pignatelli, who was the President
and Chief Executive Officer of the Company and the Bank, there are no
compensation interlocks or insider participation with respect to such
individuals. Mr. Pignatelli did not participate in any Compensation
Committee discussions concerning his compensation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To the Board of Directors of the Company:
Decisions on compensation of the Company's executive officers generally
are made by the Company's Compensation Committee (the "Committee").
Each member of the Committee (other than Mr. Pignatelli) is a non-
employee director. All substantive decisions by the Committee relating
to the compensation of the Company's executive officers are reviewed by
the full Board of Directors, except for certain stock option decisions
which must be made solely by the Committee in order to satisfy certain
regulations of the Securities and Exchange Commission. Pursuant to
recently adopted rules designed to enhance disclosure of corporate policies
regarding executive compensation, the Company has set forth below a report
submitted by the Committee addressing the Company's compensation policies
for 1995 as they affected senior executive officers of the Company and the
Bank. The compensation policies set forth herein have been followed by the
Compensation Committee and the Board of Directors of the Bank during 1995.
The goals of the Company's compensation policies for senior executive
officers are threefold:
(i) to provide a competitive compensation structure vis-a-vis
other Connecticut based community banks so as to assure
that the Company attracts and retains qualified personnel
while at the same time contributing to shareholder value;
(ii) to provide an equitable compensation structure among the
Company's senior executive officers so as to assure that
personnel are treated fairly and that morale is maintained
at a high level; and
(iii) to provide appropriate incentives to encourage senior
management to exceed established business objectives.
In establishing compensation policies for the Company against a backdrop of
significant losses, staff reductions and efforts to limit costs, the
Committee is required to balance competing concerns. On the one hand, it
is essential that executive compensation not become a source of friction
or resentment among the employees of the Company and the Bank. On the
other hand, the Company must provide economic incentives necessary to
attract experienced senior executives who have the proven ability to
meet the Company's business objectives of renewed financial vigor and
consistent profitability. The need to balance these competing factors
was the principal factor in establishing the compensation package for
the Company's senior executives during 1995.
There are three principal elements of the Company's executive compensation,
each of which is related to employee and corporate performance. These
elements are the executive's base salary, the bonus or additional
performance based compensation achievable pursuant to the Bank's
performance award program or the Company's Bonus Plan, and stock
options under 1994 CBC Bancorp, Inc. Long-Term Incentive Plan (the
"Incentive Plan").
The base salary and other compensation for Mr. Pignatelli was determined
in light of his existing salary and the amount deemed necessary to retain
this individual.
Under the terms of the annual employment agreement with Mr. Pignatelli,
he received an increase in base salary during 1995. His salary and other
compensation were determined based on the Compensation Committee's desire
to remain competitive with the compensation packages of other financial
institutions and to provide financial incentives based on achievement of
specific financial and operational benchmarks. Under the terms of the
employment agreement, Mr. Pignatelli received $80,000 and $65,000 in
incentive compensation based on the Bank's achievement of certain
defined operational results in 1995 and 1994, respectively. These
amounts were paid in 1996 and 1995. The Compensation Committee
believes that the operational benchmarks set forth in the employment
agreement provide Mr. Pignatelli and the Committee with objective
criteria against which to measure future performance.
In light of the improved financial results, the Company and the Bank
awarded in the first quarter of 1995 individual achievement awards to
selected executive officers. No stock options were awarded to any
executive officer of the Company or the Bank during 1995. It is
expected that stock options will be awarded to executive officers
in the future under the Incentive Plan.
In summary, given the performance of the Company and the Bank during 1995,
the Committee believes that the compensation paid to the senior executive
officers of the Company and the Bank under the Company's various plans
reached the appropriate balance between preservation of shareholders'
equity and the establishment of proper performance incentives.
March 28, 1996
Respectfully submitted,
Randolph W. Lenz (Chairman)
Marcial Cuevas
Jack Wm. Dunlap
CERTAIN TRANSACTIONS
Directors and officers of the Company and their associates (including
related business entities) were customers of and had transactions with
the Bank in the ordinary course of business during the three years ended
December 31, 1995. These transactions were made on substantially the
same terms as those prevailing for comparable transactions with other
Bank customers. Similar transactions may be expected to take place
with the Bank in the future, except with respect to Bank loans. In
October 1992, the Bank's Board of Directors instituted a formal policy
prohibiting Bank loans to the Bank's directors, officers and their
associates, unless, in the case of a mortgage loan, the Bank has a
binding takeout commitment by a third party lender prior to funding,
or the loan or extension of credit is fully secured by cash on deposit
at the Bank or other acceptable marketable collateral. This policy was
formally extended to include the Company's directors, officers and their
associates in March of 1993. Outstanding loans and commitments made by
the Bank in transactions with the Company's and the Bank's directors,
officers and their associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not involve more
than a normal risk of collectibility or present other unfavorable features.
A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS OF THE COMPANY AT THE ANNUAL
MEETING IS REQUIRED TO ELECT THE NOMINEES FOR DIRECTOR. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THE SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES FOR DIRECTOR.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN
AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996
The Board of Directors of the Company has selected BDO Seidman, independent
certified public accountants, to be the Company's auditors for the fiscal
year ending December 31, 1996, subject to ratification by the Company's
shareholders. BDO Seidman performed the audit of the books and records
of the Company and the Bank for the fiscal years ending December 31, 1993,
1994 and 1995. A representative of BDO Seidman is expected to be present
at the Annual Meeting and will have an opportunity to make a statement if
he or she so desires. The representative is expected to be available to
respond to appropriate questions from shareholders.
A MAJORITY OF THE VOTES CAST BY SHAREHOLDERS OF THE COMPANY AT THE ANNUAL
MEETING IS REQUIRED TO RATIFY THE APPOINTMENT OF THE ACCOUNTANTS. THE
BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN
AS INDEPENDENT ACCOUNTANTS.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented by any shareholder of the Company
for action at the 1997 Annual Meeting of Shareholders of the Company must
be received by the Secretary of the Company at 128 Amity Road, Woodbridge,
Connecticut 06525, not later than December 15, 1996, in order for the
proposal to be considered for inclusion in the Company's proxy statement
and form of proxy relating to the 1997 Annual Meeting. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to the 1997 Annual Meeting any shareholder
proposal which does not meet all of the requirements for inclusion
established by the Securities and Exchange Commission in effect at the
time such proposal is received.
OTHER MATTERS
At the time of preparation of this Proxy Statement, the Board of Directors
of the Company knew of no matter to be presented for action at the Annual
Meeting other than as set forth in the Notice of Annual Meeting of
Shareholders and described in this Proxy Statement. If any other matters
properly come before the Annual Meeting, the proxies have discretionary
authority to vote their shares according to their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
The Company is required to file an Annual Report for its fiscal year
ended December 31, 1995 on Form 10-K with the Securities and Exchange
Commission, and information required by Form 10-K (excluding exhibits)
is included as part of the Company's Annual Report to Shareholders for
the year ended December 31, 1995. A copy of the Annual Report to
Shareholders accompanies this Proxy Statement. Any beneficial owner of
the Company's securities who does not receive a copy of the Annual Report
to Shareholders will be furnished one upon written request directed to
the Company at its main office.
By order of the Board of Directors
Randolph W. Lenz
Chairman of the Board
Woodbridge, Connecticut
March 28, 1996
PROXY CBC BANCORP, INC. PROXY
1996 ANNUAL MEETING OF SHAREHOLDERS - JUNE 29, 1995
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of CBC BANCORP, INC. (the "Company") hereby
appoint Kellie Vazzano and Barbara Van Bergen and each of them the
proxies of the undersigned with full power of substitution to vote at
the Annual Meeting (the "Annual Meeting") of Shareholders of the Company
to be held at the office of the Company's subsidiary, Connecticut Bank
of Commerce, 128 Amity Road, Woodbridge, Connecticut, at 3:30 p.m. on
Tuesday, April 23, 1996, and at any adjournment or adjournments thereof,
with all the power that the undersigned would have if personally present,
hereby revoking any proxy heretofore given. A majority of said proxies
or their substitutes who attend the Annual Meeting (or if only one shall
be present, then that one) may exercise all of the powers hereby granted.
The undersigned hereby acknowledges receipt of the proxy statement for
the Annual Meeting and instructs the proxies to vote.
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
1. Election of the nominees for directors: Randolph W. Lenz,
Marcial Cuevas, Jack Wm. Dunlap, Dennis Pollack and Steven Levine.
/ / FOR All Nominees
/ / WITHHOLD AUTHORITY to vote for all nominees listed above
/ / WITHHOLD AUTHORITY to vote for the following only:
(INSTRUCTION: To withhold authority for any individual, write the
individual's name on the space provided below.)
- -- Turn Over --
(Please date and sign on reverse side)
2. Ratification of the appointment of BDO Seidman a independent
auditors for the fiscal year ending December 31, 1996.
FOR / / AGAINST / / ABSTAIN / /
3. With discretionary authority upon such other matters as may
properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
SET FORTH ABOVE AND FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE.
The undersigned plans to attend the Annual Meeting of the Company:
/ / YES / / NO
Dated: _______________, 1996
Signature
Signature, if held jointly
Please sign exactly as your name appears on this proxy card. When
signing as attorney, executor, trustee or guardian, please give your
full title.