UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A 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 Section 240.14a-11(c) or Section 240.14a-12
M&F BANCORP INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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[_] 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:
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(4) Date Filed:
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Notes:
M&F BANCORP, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 1, 2001
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TO OUR STOCKHOLDERS:
You are invited to attend the 2001 annual meeting of stockholders of M&F
Bancorp, Inc. to be held at the M&F Corporate Center Auditorium, 2634 Chapel
Hill Boulevard, Durham, North Carolina on Tuesday, May 1, 2001 at 10:00 a.m.
Eastern Time. At the annual meeting, you will be asked to:
1. Elect six people to serve on the Board of Directors of M&F
Bancorp, Inc. until the annual meeting of stockholders in
2002 or until their successors are elected and qualified.
2. Ratify the selection of Deloitte & Touche, L.L.P. as the
independent auditor for M&F Bancorp, Inc. for the fiscal
year ending December 31, 2001.
3. Consider any other business that may properly be brought
before the annual meeting or any adjournment of the annual
meeting. M&F Bancorp, Inc.'s Board of Directors does not know
of any other business to be considered at the annual meeting.
Stockholders of record at the close of business on March 16, 2001 are entitled
to vote at the annual meeting or any adjournment of the annual meeting. If a
quorum is not present at the time of the annual meeting, the meeting may be
adjourned so that M&F Bancorp, Inc. can solicit more proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Fohliette W. Becote
Corporate Secretary/Treasurer
Durham, North Carolina
April 2, 2001
We urge you to complete, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the annual meeting in person. If you do attend
the annual meeting, you then may withdraw your proxy and vote in person. The
proxy may be withdrawn at any time prior to voting.
M&F BANCORP, INC.
2634 Chapel Hill Blvd.
Durham, North Carolina 27707
(919) 683-1521
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PROXY STATEMENT
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M&F Bancorp, Inc. is sending this proxy statement to you for the
solicitation of proxies by the Board of Directors of M&F Bancorp, Inc. to be
voted at the annual meeting. This proxy statement and the enclosed proxy
are being mailed to stockholders on or about April 2, 2001.
INFORMATION ABOUT THE ANNUAL MEETING
When and Where is the Annual Meeting?
The annual meeting will be held at 10:00 a.m. Eastern Time on Tuesday, May 1,
2001 at the M&F Corporate Center Auditorium, 2634 Chapel Hill Boulevard, Durham,
North Carolina.
What Matters Will be Voted on at the Annual Meeting?
At the, annual meeting, you will be asked to:
o Elect six people to serve on the Board of Directors of M&F Bancorp, Inc.
until the annual meeting of stockholders in 2002 or until their successors
are elected and qualified.
o Ratify the selection of Deloitte & Touche, L.L.P. as the independent
auditor for M&F Bancorp, Inc. for the fiscal year ending
December 31, 2001.
o Consider whatever other business that may properly come before the annual
meeting or any adjournment of the annual meeting.
Who is Entitled to Vote?
Only stockholders of record at the close of business on the record date, March
16, 2001, are entitled to receive notice of the annual meeting and to vote at
the annual meeting. On March 16, 2001, there were 853,725 shares of M&F Bancorp,
Inc. common stock outstanding and there were approximately 1,250 stockholders of
record. Each share of M&F Bancorp, Inc. common stock is entitled to one vote on
each matter considered at the meeting.
What Constitutes a Quorum?
The presence at the annual meeting, in person or by proxy, of a majority of the
outstanding shares eligible to vote at the annual meeting is required for a
quorum to exist at the annual meeting.
What Vote is Required to Approve Each Proposal?
Election of Directors. The six nominees for election as directors who receive
the greatest number of votes will be elected directors. Votes may be cast in
favor of some or all of the nominees or withheld as to some or all of the
nominees. Stockholders can cumulate their votes in the election of directors.
Ratification of Accountants. The Board of Directors has selected Deloitte &
Touche, L.L.P. to act as the independent auditor for M&F Bancorp, Inc. for the
fiscal year ending December 31, 2001. Ratification of this action will require
the favorable vote of at least a majority of all shares of M&F Bancorp, Inc.
common stock which are voted on the measure.
Other Matters. Any other matters presented for consideration at the annual
meeting or any adjournment of the annual meeting will require the vote of at
least a majority of all shares of M&F Bancorp, Inc. common stock present and
voting at the meeting. Management currently knows of no other matters to be
presented at the annual meeting.
Abstention and Broker Non-Votes. Abstentions will be counted for purposes of
determining whether a quorum is present at the annual meeting. Abstentions will
not be included when counting the votes cast on any proposal. Broker non-votes
will not be counted either for determining the existence of a quorum or for
counting votes cast on any proposal.
How Do I Vote?
If you complete and sign the enclosed proxy and return it to M&F Bancorp, Inc.,
it will be voted as you direct. If you return your proxy but do not give
directions for one or more of the proposals, any directions you give will be
followed and the proxy will be voted FOR each of the proposals on which no
directions are given. If any other matters are properly presented at the annual
meeting for consideration, the people named in the proxy will have discretion to
vote on those matters according to their best judgment. "Street name"
stockholders who wish to vote in person at the annual meeting will need to
obtain a proxy form from the institution that holds their shares.
Can I Change My Vote After I Return My Proxy Card?
Yes. Even after you have submitted your proxy, your proxy can be withdrawn at
any time before it is voted by:
o delivering written notice to Fohliette W. Becote, Corporate Secretary,
M&F Bancorp, Inc., 2634 Chapel Hill Boulevard., Durham, North Carolina
27707, before the vote at the annual meeting, or
o completing and returning a later dated proxy, or
o attending the annual meeting and voting in person.
Who Pays the Costs of Soliciting Proxies?
M&F Bancorp, Inc. will bear the costs of soliciting proxies for the annual
meeting. In addition to soliciting proxies by mail, M&F Bancorp, Inc.'s and
Mechanics and Farmers Bank's directors, officers and employees may solicit
proxies personally or by telephone or fax. No director, officer or employees of
M&F Bancorp, Inc. who solicits proxies will receive any compensation for their
solicitation efforts other than their regular compensation for the positions
they hold. M&F Bancorp, Inc. does not intend to pay any compensation to any
other people for the solicitation of proxies. However, it will reimburse
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses related to mailing proxy materials to beneficial owners.
STOCK OWNERSHIP
Who are the Owners of the Greatest Percentage of M&F Bancorp, Inc. Common Stock?
Name and Address of Amount and Nature Percent of Outstanding
Beneficial Owner of Beneficial Ownership Common Stock on March 16, 2001
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Mrs. Vivian M. Sansom 90,399 10.59%
1521 Cross Link Road
Raleigh, NC 27610
Mrs. Selena W. Wheeler 87,417 10.24%
302 Formosa Avenue
Durham, NC 27707
North Carolina Mutual 78,000 9.14%
411 W. Chapel Hill Street
Durham, NC 27701
How Much Stock Do M&F Bancorp, Inc.'s and Mechanics and Farmers Bank's Directors
and Executive Officers Own?
The following table shows the beneficial ownership of M&F Bancorp, Inc. common
stock as of March 16, 2001 by:
o Each director and director nominee;
o The president;
o Those people who were executive officers in 2000 and received salaries
and bonuses in excess of $100,000 during 2000; and
o All directors and executive officers as a group.
For purposes of this table, and according to Rule 13d-3 under the Securities
Exchange Act of 1934, a person is the beneficial owner of any shares if he or
she has voting and/or investment power over those shares. The table includes
shares owned by spouses, other immediate family members and in trust, shares
held in retirement accounts or funds for the benefit of the named individuals,
and other forms of ownership where the people named in the table possess voting
and/or investment power over the shares.
Amount and Nature of Percent of Outstanding
Name and Address of Beneficial Owner Beneficial Ownership Common Stock
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Genevia Gee Fulbright 528 *
P.O. Box 13156
Research Triangle Park, NC 27709-3156
Lee Johnson, Jr. 13,944(1) 1.63%
2634 Chapel Hill Boulevard
Durham, NC 27707
Benjamin S. Ruffin 4,645 *
8 West 3rd Street
Winston-Salem, NC 27101
Joseph M. Sansom 924 *
Albemarle Building, Room 100
325 North Salisbury Street
Raleigh, NC 27603-1385
J.C. Scarborough III 6,900 *
P.O. Box 1075
Durham, NC 27702
E. Elaine Small 11,470(2) 1.34%
2634 Chapel Hill Boulevard
Durham, NC 27707
Maceo K. Sloan 8,243 *
103 West Main Street, 4th Floor
Durham, NC 27703-3638
Aaron L. Spaulding 5,100 *
5400 Glenwood Avenue, Suite 200
Raleigh, NC 27612-3747
Julia W. Taylor 21,160 2.48%
P.O. Box 1932
Durham, NC 27702
Walter S. Tucker 2,271 *
3001 Maple Grove Drive
Charlotte, NC 28216-3627
Directors and Executive Officers as a group (13 people) 86,209(3) 10.10%
* Represents less than 1% of M&F Bancorp Inc.'s outstanding common stock.
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1 Includes 12,600 shares of common stock in which Mr. Johnson has the right to
acquire beneficial interest within 60 days by the exercise of options granted
under the Mechanics and Farmers Bank Incentive Stock Option Plan of 1999.
2 Includes 10,920 shares of common stock in which Ms. Small has the right to
acquire beneficial interest within 60 days by the exercise of options granted
under the Mechanics and Farmers Bank Incentive Stock Option Plan of 1999.
3 Includes 25,120 shares of common stock in which individuals within the group
have a right to acquire beneficial interest within 60 days by exercise of stock
options granted under the Mechanics and Farmers Bank Incentive Stock Option Plan
of 1999.
EXECUTIVE OFFICERS
The following table provides information about the executive officers of M&F
Bancorp, Inc. and Mechanics and Farmers Bank.
Has Served M&F Bancorp,
Inc. or Mechanics and
Name Age Positions Held During Past Five Years Farmers Bank Since
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Lee Johnson, Jr. 57 President of M&F Bancorp, Inc., President/Chief 1968
Operating Officer of Mechanics and Farmers
Bank, October 2000 to the present; Vice
President of M&F Bancorp, Inc., Executive
Vice President/Chief Financial Officer/Financial
Group Executive of Mechanics and Farmers
Bank, April 1996 to October 2000
Fohliette W. Becote 42 Secretary and Treasurer of M&F Bancorp, Inc. 1983
September 1999 to the present, Senior Vice
President/Chief Financial Officer, and Corporate
Secretary of Mechanics and Farmers Bank,
October 2000 to the present; Senior Vice President/
Comptroller and Corporate Secretary of Mechanics
and Farmers Bank, January 1997 to October, 2000;
Senior Vice President and Comptroller of Mechanics
and Farmers Bank, April 1996 until
December 1996
W. Donald Harrington 38 Senior Vice President/Credit Group Executive of 1994
Mechanics and Farmers Bank from May 1997
to the present
Harold G. Sellars 48 Senior Vice President/Banking Group Executive of 1998
Mechanics and Farmers Bank from January
1998 to present; Senior Vice President/Director of
CRA Compliance at United Carolina Bank, January
1989 to January 1998
E. Elaine Small 51 Vice President of M&F Bancorp, Inc. October 2000 to 1972
present, Executive Vice President/Operations
Group Executive of Mechanics and Farmers Bank,
October 2000 to present; Senior Vice President/
Operations Group Executive of Mechanics and Farmers
Bank, April 1994 to October 2000
THE BOARD OF DIRECTORS AND ITS COMMITTEES
How Often Did the Board of Directors of M&F Bancorp, Inc. Meet During 2000?
During the year ended December 31, 2000, the Board of Directors of M&F Bancorp,
Inc. held five meetings. No director of M&F Bancorp, Inc. attended fewer than
75% of the total meetings of the Board and committees on which a director served
during this period.
How Often Did the Board of Directors of Mechanics and Farmers Bank Meet During
2000?
During the year ended December 31, 2000, the Board of Directors of Mechanics and
Farmers Bank held eight meetings. No director of Mechanics and Farmers Bank
attended fewer than 75% of the total meetings of the Board and committees on
which a director served during this period.
What Committees Have Been Established?
The Board of Directors of M&F Bancorp, Inc. has two standing committees,
including an Audit Committee.
Audit Committee. The Audit Committee, among other responsibilities:
o Reviews and approves the services of M&F Bancorp, Inc.'s and
Mechanics and Farmers Bank's independent auditors;
o Reviews the plan, scope and audit results of the internal auditors
and the independent auditors;
o Reviews the reports of bank regulatory authorities; and
o Reviews the annual and other reports to the Securities and Exchange
Commission and the annual report to M&F Bancorp, Inc.'s stockholders.
The Audit Committee consists of directors G.G. Fulbright (chairman of the
committee), B.S. Ruffin, J.M. Sansom and M.K. Sloan. There were five meetings
of the Audit Committee during the year ended December 31, 2000.
The Board of Directors of Mechanics and Farmers Bank has several standing
committees, including the Executive Committee and Compensation and Management
Development Committee.
Executive Committee. The Executive Committee of Mechanics and Farmers Bank may
act, between meetings of the Board of Directors of Mechanics and Farmers Bank,
with all the authority of the full Board of Directors. The members of the
Executive Committee are J.W. Taylor (chairman of the committee), B.S. Ruffin,
J.M. Sansom, M.K. Sloan, and A.L. Spaulding. The committee met six times during
2000.
Compensation and Management Development Committee. The Compensation and
Management Development Committee reviews and recommends compensation
arrangements for senior management of M&F Bancorp, Inc. and Mechanics and
Farmers Bank. The members of the Compensation and Management Development
Committee are directors B.S. Ruffin (Chairman of the committee), G. G.
Fulbright, J.M. Sansom, W.J. Kennedy III (Director Emeritus) and Lem Long, Jr.
(Director Emeritus). The Compensation Committee met four times during the year
ended December 31, 2000.
How are Directors Compensated?
During 2000, members of the M&F Bancorp, Inc. Board of Directors received an
annual retainer fee of $1,500, $400 for each Board meeting attended and $300 for
each committee meeting attended, except that non-officer committee chairmen
received $400 for each committee meeting attended.
During the year ended December 31, 2000, Mechanics and Farmers Bank's
non-officer directors received an annual retainer of $1,500 and a monthly fee of
$400 for each Board meeting attended. Non-officer directors also received $400
for each committee meeting attended, and the Chairman of the committee received
$400 per meeting attended. Directors who are officers or employees of M&F
Bancorp, Inc. or its subsidiaries received no additional compensation for
service as directors or members of Board committees.
How Can a Stockholder Nominate Someone for the Board?
According to M&F Bancorp, Inc.'s Bylaws, any stockholder nomination of
candidates for election to the Board of Directors at the 2002 annual meeting
must be made in writing to M&F Bancorp, Inc.'s Corporate Secretary not fewer
than 30 days nor more than 50 days prior to the date of the meeting at which
such nominations will be made; provided, however, if less than 21days notice of
the meeting is given to stockholders, such nominations must be delivered to the
Secretary of M&F Bancorp, Inc. not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.
Stockholder nominations must contain the following information if known to the
nominating stockholder:
o The name and address of each proposed nominee;
o The principal occupation of each proposed nominee;
o The total number of shares of M&F Bancorp, Inc. common stock that
will be voted for each proposed nominee;
o The name and address of the nominating stockholder; and
o The number of shares of M&F Bancorp, Inc. common stock owned by the
nominating stockholder.
The Board of Directors of M&F Bancorp, Inc. may disregard any nominations that
do not comply with these requirements. Upon the Board of Directors of M&F
Bancorp, Inc.'s instructions, the vote inspector for the annual meeting may
disregard all votes cast for a nominee if the nomination does not comply with
these requirements.
REPORT OF AUDIT COMMITTEE
The members of the Audit Committee are believed to be independent as that term
is defined in Rule 4200(a)(15) of the NASD's listing standards. The Board of
Directors of M&F Bancorp, Inc. has adopted a written charter for the Audit
Committee, included in this Proxy Statement as Appendix A, which is reviewed
annually, and amended as needed, by the Committee.
The Audit Committee has reviewed and discussed the audited financial statements
with management of M&F Bancorp, Inc. and has discussed with the independent
auditors the matters required to be discussed by SAS 61. In addition, the
Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1,
and has discussed with the independent accountant the independent accountant's
independence. Based upon these reviews and discussions, the Committee
recommended to the Board of Directors of M&F Bancorp, Inc. that the audited
financial statements be included in the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
G.G. Fulbright
B.S. Ruffin
J.M. Sansom
M. K. Sloan
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows, for the fiscal years ended December 2000, 1999 and
1998, the cash compensation received by, as well as certain other compensation
paid or accrued for those years, Mechanics and Farmers Bank's chief executive
officer and the Bank's executive officers whose total annual salary and bonus
exceeded $100,000. M&F Bancorp, Inc. does not pay its executive officers any
cash compensation. However, the executive officers of M&F Bancorp, Inc. are also
executive officers of Mechanics and Farmers Bank and receive compensation from
the Bank.
Annual Compensation Long Term Compensation All Other Compensation(1),(2),(3)
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Securities Underlying
Options/Stock
Name and Other Annual Appreciation Rights
Principal Position Year Salary Bonus Compensation ("SARS") (in shares)
------------------ ---- ------ ----- ------------ --------------------
Julia W. Taylor(4) 2000 $166,200 $ 0 0 22,800/0(5) $ 97,751
Chairman, M&F Bancorp, Inc. and 1999 150,000 9,113 0 0/0(6) 17,539
Mechanics and Farmers Bank 1998 133,250 29,133 0 0/0 30,424
Lee Johnson, Jr. 2000 $107,370 $ 7,898 0 18,000/0(5) $ 10,426
President, M&F Bancorp, Inc. and 1999 95,000 5,771 0 0/0(6) 16,618
President/Chief Operating Officer of 1998 94,383 13,963 0 0/0 11,285
Mechanics and Farmers Bank
E. Elaine Small 2000 $ 90,107 $ 5,771 0 15,600/0(5) $ 6,200
Vice President, M&F Bancorp, Inc. and 1999 86,000 5,224 0 0/0(6) 4,529
Executive Vice President/Operations 1998 69,570 9,896 0 0/0 5,409
Group Executive of Mechanics and
Farmers Bank
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l For Ms. Taylor for 2000: represents an employer contribution of $10,307 to the
Retirement Plus Plan and Deferred Salary Agreement, $1,584 in life insurance
premiums for coverage in excess of $50,000, and $5,112 in expenses incurred
under the Mechanics and Farmers Bank Supplemental Executive Retirement Plan; for
1999: represents an employer contribution of $10,843 to the Retirement Plus Plan
and Deferred Salary Agreement, $1,584 in life insurance premiums for coverage in
excess of $50,000, and $5,112 in expenses incurred under the Mechanics and
Farmers Bank Supplemental Executive Retirement Plan: and for 1998: represents an
employer contribution of $8,163 to the Retirement Plus Plan and Deferred Salary
Agreement, $2,808 in life insurance premiums for coverage in excess of $50,000
and $19,452 in expenses incurred under the Mechanics and Farmers Bank
supplemental Executive Retirement Plan.
2 For Mr. Johnson for 2000: represents an employer contribution of $6,850 to the
Retirement Plan and Deferred Salary Agreement, $1,032 in life insurance premiums
for coverage in excess of $50,000, and $2,544 in expenses incurred under the
Mechanics and Farmers Bank Supplemental Executive Retirement Plan; for 1999:
represents an employer contribution of $6,582 to the Retirement Plus Plan and
Deferred Salary Agreement, $728 in life insurance premiums for coverage in
excess of $50,000, and $9,308 in expenses incurred under the Mechanics and
Farmers Bank Supplemental Executive Retirement Plan; and for 1998: represents an
employer contribution of $5,125 to the Retirement Plus Plan and Deferred Salary
Agreement, $1,035 in life insurance premiums for coverage in excess of $50,000
and $14,544 in expenses incurred under the Mechanics and Farmers Bank
supplemental Executive Retirement Plan.
3 For Ms. Small for 2000: represents an employer contribution of $5,814 to the
Retirement Plus Plan and Deferred Salary Agreement and $387 in life insurance
premiums for coverage in excess of $50,000; for 1999: represents an employer
contribution of $4,192 to the Retirement Plus Plan and Deferred Salary Agreement
and $337 in life insurance premiums for coverage in excess of $50,000; and for
1998: represents an employer contribution of $5,106 to the Retirement Plus Plan
and Deferred Salary Agreement and $303 in life insurance premiums for coverage
in excess of $50,000.
4 Ms. Taylor retired from her position as President of M&F Bancorp, Inc. and
Mechanics and Farmers Bank effective September 30, 2000.
5 Includes 22,800, 18,000, and 15,600 shares subject to option(adjusted to
reflect the January 21, 2000 3-for-2 stock split) granted on December 28, 1999
to Ms. Taylor, Mr. Johnson and Ms. Small, respectively. These options, granted
pursuant to the Incentive Stock Option Plan of 1999, entitle the optionees to
purchase at any time after vesting and before December 28, 2009, shares of
common stock in exchange for an exercise price of $ 15.67 per share, which was
the fair market per share value of the common stock on the date of grant
(adjusted to reflect the January 21, 2000 3-for-2 stock split). All of Ms.
Taylor's options expired unexercised on December 30,2000, three months following
her retirement. Of the options granted to Mr. Johnson and Ms. Small, 50% of the
options vested on December 28, 1999, 20% vested on December 28, 2000, 20% will
vest on December 2001 and the remaining 10% will vest on December 28, 2002. All
options become 100% vested upon death, disability, retirement at age 65 or upon
a change in control of M&F Bancorp, Inc.
6 The options granted in 1999 were repriced as a result of the January 21, 2000
3-for-2 stock split and are therefore disclosed as stock option grants made in
2000 as described in footnote 5.
Stock Option Plan
The Incentive Stock Option Plan of 1999 (the "Plan") which provides for the
grant of stock options for the purchase of up to 85,000 shares (adjusted for the
January 21, 2000 3-for-2 stock split) of M&F Bancorp, Inc.'s common stock as
incentive awards to officers of M&F Bancorp, Inc. and its subsidiaries (the "Key
Employees," including the executive officers, but excluding any director who is
not also a full-time employee of M&F Bancorp, Inc. or a subsidiary). The purpose
of the Plan generally is to assist the Bank in attracting and retaining key
employees and align their interests with those of stockholders, and to encourage
and motivate Key Employees to perform at levels that will contribute to both M&F
Bancorp, Inc.'s financial performance and to the growth of the market value of
M&F Bancorp, Inc.'s common stock, thereby enhancing stockholder value. The Plan
expires on December 28, 2009, and no options may be granted thereafter.
Plan Administration. The Plan is administered by the Board of Directors. If a
director is eligible as an employee for the grant of an option, that director
shall recuse himself or herself and not participate in the discussion, nor vote
on the award of the option to him or her. The Board of Directors is authorized
o to make all determinations regarding the persons to whom and
numbers of shares and amounts for which stock options will be
granted under the Plan,
o to specify the terms of all awards or grants under the Plan,
o to interpret and make all other determinations under the Plan,
o to prescribe, amend and rescind rules and regulations with
respect to the operation of the Plan, and
o to take other actions relating to and reasonable or advisable in
administering the Plan.
Stock Options. An option is a right that may be granted by the Board of
Directors to a Key Employee under the Plan to purchase a specified number of
shares of common stock during a specified period of time and at an agreed upon
purchase price (the "Exercise Price"). Stock Options granted under the Plan are
incentive stock options ("ISOs") pursuant to Section 42A of the Internal Revenue
Code of 1986 (the "Code"). The exercise price of common stock covered by each
option granted will be set by the Board of Directors at the time the option is
granted, but may not be less than 100% of the fair market value (as determined
by the Board of Directors in such manner as it, in its sole discretion, deems to
be reasonable and appropriate) of a share of common stock at the time the option
is granted (or 110% of the fair market value in the case of an ISO granted to an
optionee who owns more than 10% of the outstanding voting common stock).
Each option will vest and become exercisable as specified by the Board of
Directors and, to the extent not previously exercised, will expire and may not
thereafter be exercised after the earlier of:
(i) the expiration date set by the Board of Directors at the time of
grant (which may be no more than ten years after the date of
grant, or five years in the case of an ISO granted to a Key
Employee who owns more than 10% of the outstanding voting common
stock);
(ii) 90 days after the date of termination of the Key Employee's
employment other than by reason of his or her death, disability,
or termination for cause (as defined in the Plan);
(iii) twelve months following the termination of the Key Employee's
employment as a result of his or her death or disability; or
(iv) immediate termination if the Key Employee's employment is
terminated for cause, or if the Key Employee competes with the
Bank (as defined in the Plan).
With respect to ISOs, the aggregate fair market value (determined as of the date
of grant) of common stock for which all such options granted to any Key Employee
may become exercisable for the first time in any calendar year may not
exceed $100,000; and, in connection with any option granted, the Board may
impose such other restrictions or conditions as it may deem appropriate.
At the time an option is exercised, the Optionee must make full payment of the
aggregate exercise price for shares being purchased. Payment shall be made in
cash. Optionees will have no rights as stockholders with respect to any shares
covered by options granted to them until those options have been exercised and
the exercise price for the shares has been paid.
ISOs granted under the Plan are intended to qualify for favorable income tax
treatment. Under the Internal Revenue Code, an optionee is not taxed in the year
in which an ISO is exercised, unless the alternative maximum tax rules apply. If
an optionee holds common stock purchased upon the exercise of an ISO for a
period of at least two years following date of grant and at least one year from
the date the ISO is exercised (or dies while owning stock), then, upon
disposition of the common stock (or upon death while owning the stock), he or
she (or their estate, as applicable) will realize capital gain equal to the
excess of the sale price of the common stock over the exercise price. M&F
Bancorp, Inc. will not be permitted to take a tax deduction at any time in
connection with ISOs, unless stock purchased upon exercise is disposed of prior
to expiration of the two holding periods. If the optionee exercises the ISO
prior to the expiration of the two holding periods, the optionee will realize
ordinary income equal to the lesser of:
(i) the difference between the fair market value of the shares on the
date of exercise and the exercise price, or
(ii) the difference between the exercise price and sales price,
and M&F Bancorp, Inc. is allowed to take a deduction for the same amount. At its
discretion, M&F Bancorp, Inc. may withhold from an optionee's salary, or any
other amount due to such optionee (or from shares being purchased from the
exercise of an option), the amount of any required tax withholding for which M&F
Bancorp, Inc. is responsible.
Adjustments of Rights in Certain Events. In the event of increases, decreases or
changes in the outstanding common stock resulting from a merger, consolidation,
stock dividend, split-up, combination, exchange of shares, recapitalization, or
change in capitalization, the total number of shares authorized under the Plan
and the purchase price per share shall be proportionately and appropriately
adjusted.
Change in Control Transactions. Immediately prior to a change in control, each
outstanding option will become immediately vested and may be exercised in full
under the terms of the Plan. A "change in control" includes
o the acquisition of more than 50% of the stock of M&F Bancorp, Inc.,
o the sale of all or substantially all of the assets of M&F
Bancorp, Inc.,
o the merger or consolidation of M&F Bancorp, Inc. with another entity
not owned over 50% by the stockholders of M&F Bancorp, Inc.
Amendments. The Board of Directors may, from time to time, amend, suspend, or
terminate the Plan. However, no such action will adversely affect any optionee's
rights under any then outstanding option, and the Board shall not
(i) increase the maximum number of shares of common stock authorized
for the Plan,
(ii) change the class of employees to other than Key Employees,
(iii) reduce the basis upon which the minimum option price
is determined,
(iv) extend the period within which the options under the Plan may be
granted, nor
(v) provide for an option that is exercisable during a period of more
than ten years from the date it is granted.
Tax Withholding. As a condition to the distribution of shares of common stock
upon the exercise or vesting of options under the Plan, M&F Bancorp, Inc. may
require that the Key Employee pay to M&F Bancorp, Inc., or M&F Bancorp, Inc. may
withhold, the amount of any federal or state income or other taxes applicable to
income that the optionee is considered to realize from such delivery and that
the Board of Directors believes M&F Bancorp, Inc. is required by law to
withhold.
Option Grants. On December 28, 1999 the Board of Directors awarded options to
purchase 82,000 shares of common stock (adjusted to reflect January 21, 2000
3-for-2 stock split) to nine Key Employees at an exercise price of $15.67 per
share (adjusted to reflect January 21, 2000 3-for-2 stock split). All of the
options granted to Ms. Taylor expired unexercised on December 30, 2000, which
was three months following her retirement. No options were exercised by Mr.
Johnson or Ms. Small during the year ended December 31, 2000. Following is
certain information related to the options granted to Mr. Johnson and Ms. Small.
Option/SAR Grants in Last Fiscal Year
Individual Grants
-----------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Key Employees or Base Expiration
Name Granted(1) in Fiscal Year Price(2) Date
---- ---------- -------------- -------- ----------
Lee Johnson, Jr. 18,000 21.90% $15.67 December 28, 2009
E. Elaine Small 15,600 18.98% $15.67 December 28, 2009
- -----------------------
1 50% of the options vested on December 28, 1999, 20% vested on December 28,
2000, 20% will vest on December 28, 2001, and the remaining 10% will vest on
December 28, 2002.
2 Represents the closing market price per share of the underlying securities on
December 28, 1999, the date of grant (adjusted to reflect the January 21, 2000
3-for-2 stock split).
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options/SARs at Options/SARs at
Fiscal Year End(1) Fiscal Year End(2)
--------------------------- ---------------------------
Shares Value
Acquired Realized
Name on Exercise (#) $ Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------- ----------- ------------- ----------- -------------
Lee Johnson, Jr. 0 $ 0 12,600 5,400 $107,100 $45,900
E. Elaine Small 0 $ 0 10,920 4,680 $ 92,820 $39,780
- --------------------
1 50% of the options vested on December 28, 1999, 20% vested on December 28,
2000, 20% will vest on December 28, 2001, and the remaining 10% will vest on
December 28, 2002.
2 The exercise price is $15.67 (adjusted to reflect the January 21, 2000 3-for-2
stock split). The price paid for the common stock in the last trade known to
management to have occurred prior to December 31, 2000 was $8.50, which trade
occurred on December 12, 2000.
Employment Agreements
Employment Agreement. Mechanics and Farmers Bank has entered into an employment
agreement with Lee Johnson, Jr. The agreement with Mr. Johnson provides for an
annual base salary of $130,000, which may be increased at the discretion of the
Compensation Committee of the Board of Directors of Mechanics and Farmers Bank.
In addition to base salary, the agreement provides for Mr. Johnson's
participation in employee benefit plans and other fringe benefits applicable to
executives and other employees of Mechanics and Farmers Bank.
The agreement provides for an initial term of three years. However, the term of
the agreement will be automatically extended for an additional term of one year
on each anniversary date of the agreement unless a non-renewal notice is given
by either party to the other prior to the anniversary date of the agreement, so
that the remainder of the term of the agreement is never less than two years nor
more that three years.. In the event Mr. Johnson's employment is terminated by
Mechanics and Farmers Bank at any time for cause or by Mr. Johnson without
cause, no termination benefit will be payable. If Mr. Johnson is terminated
without cause, Mr. Johnson will continue to receive his then current salary and
all other benefits, except qualified retirement plan benefits, for a period of
two years from the termination date. In the alternative and at Mr. Johnson's
election, the present value of two years' salary and bonuses can be paid in a
lump sum within 60 days of a termination without cause. If Mr. Johnson is
constructively terminated, as defined in the agreement, Mr. Johnson is entitled
to receive his then current salary for the remainder of the term of the
agreement and any employee benefits in accordance with the terms and provisions
of those plans.
The agreement with Mr. Johnson also provides for the payment of a severance
benefit to Mr. Johnson in the event his employment is terminated in conjunction
with or following a change in control, as defined in the agreement. Under the
terms of the agreement, in the event of an unapproved change in control, as
defined in the agreement, Mr. Johnson is entitled to receive an amount equal to
his then current base salary times 2.99, payable in even installments over an
approximately three-year period following termination, as well as all benefits
except qualified retirement plan benefits, or, at the Mr. Johnson's election, a
lump sum payment within 60 days of the termination date equal to the present
value of his then current base salary times 2.99 as well as all benefits except
qualified retirement plan benefits. In the event of an approved change in
control, as defined in the agreement, upon Mr. Johnson's declaration of
termination at will, as provided in the agreement, or upon the Bank's
termination without cause within two years following the change in control, Mr.
Johnson is entitled to the same benefits payable upon termination after an
unapproved change in control. In any case, Mr. Johnson is also entitled to
receive, in addition to the termination benefit, a cash payment in an amount
equal to the amount of any excise tax liability incurred by Mr. Johnson under
Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of
the receipt of the termination benefit.
The agreement also restricts, following termination of employment, the right of
Mr. Johnson to compete against Mechanics and Farmers Bank within the counties in
which the Bank has offices during the term of the agreement. The restriction
applies during any period following termination of employment in which Mr.
Johnson is receiving termination payments or is participating in benefit plans.
However, the non-compete restriction does not apply if employment is terminated
without cause. If Mr. Johnson is terminated for cause the non-compete period
will be twelve months following the termination date.
Retention Bonus Agreements. Mechanics and Farmers Bank has entered into
retention bonus agreements with Lee Johnson, Jr., Fohliette W. Becote, Harold
Sellars, W. Donald Harrington and E. Elaine Small, effective on April 1, 2000.
The agreements with these executives provide for the payment of severance
benefits to the executives in the event of a change in control. Under the terms
of the agreements, upon a change in control, the executives are entitled to
receive an amount equal to their then current base annual salary in a lump sum
payment. Additionally, in the event the executives' employment is terminated
without cause following a change in control, the executives are entitled to a
lump sum payment equal to 24 months of their then current base annual salary. In
both cases, the lump sum payment, if it constitutes a "golden parachute payment"
pursuant to the Internal Revenue Code, will be reduced to that amount necessary
so that no portion of the lump sum payment will be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code.
For the purposes of the retention bonus agreements, change in control generally
includes:
o the acquisition by any person or group of 50% or more of the
outstanding securities of M&F Bancorp, Inc.; or
o the occurrence of any merger, consolidation, exchange or
reorganization to which M&F Bancorp, Inc. is a party and to
which M&F Bancorp, Inc. is not the surviving entity.
The agreements also restrict the right of the executives to compete against
Mechanics and Farmers Bank within a 60-mile radius of the main office of
Mechanics and Farmers Bank for a period of twelve months following the
termination of their employment following a change in control, except if their
employment is terminated without cause.
Indebtedness of and Transactions with Management
Certain directors and executive officers and their immediate families
and associates were customers of and had transactions with Mechanics and Farmers
Bank in the ordinary course of business during 2000. All outstanding loans,
extensions of credit or overdrafts, endorsements and guarantees outstanding at
any time during 2000 (i) were made in the ordinary course of business, (ii) 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 (iii) were transactions which in the opinion of management of the Bank did
not involve more than the normal risk of collectibility or present other
unfavorable features.
PROPOSAL 1: ELECTION OF DIRECTORS
General
M&F Bancorp, Inc.'s Articles of Incorporation authorizes the Board of Directors
to fix the exact number of directors from time to time within a range of no
fewer than three nor more than nine people. The Board of Directors has fixed the
number of directors for the coming year at six people.
Directors have one year terms. The individuals elected as directors at this
annual meeting will hold office until the 2002 annual meeting of stockholders
and until their successors are elected and qualified.
Each nominee for director has indicated that he or she is able and willing to
serve on the Board of Directors. If any nominee becomes unable to serve, the
common stock represented by all properly completed proxies will be voted for the
election of a substitute nominee recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why any nominee might be
unavailable to serve or why a substitute nominee would be required.
Nominees for Election at this Annual Meeting
Information about the nominees for election at the annual meeting is set forth
below:
Genevia Gee Fulbright, Director of M&F Bancorp, Inc. since 2000. Director of
Mechanics and Farmers Bank since 1994. Ms. Fulbright, 38, is Vice President of
Fulbright and Fulbright, CPA, PA, and has been associated with the firm since
1987.
Lee Johnson, Jr., President of M&F Bancorp, Inc., President/Chief Operating
Officer of Mechanics and Farmers Bank, October, 2000 to the present; Vice
President of M&F Bancorp, Inc., Executive Vice President/Chief Financial
Officer/Financial Group Executive of Mechanics and Farmers Bank, September 1999
to September 2000; Vice President of M&F Bancorp, Inc., Executive Vice
President/Chief Financial Officer/Financial Group Executive of Mechanics and
Farmers Bank, April 1996 to October 2000.
Benjamin S. Ruffin, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics and Farmers Bank since 1977. Mr. Ruffin, 59, is the President of the
Ruffin Group, a management consulting firm located in Winston-Salem, North
Carolina. Mr. Ruffin was with R. J. Reynolds Tobacco Co. from 1986 until 1999,
most recently in the position of Vice President of Corporate Affairs.
Joseph M. Sansom, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics and Farmers Bank since 1987. Mr. Sansom, 57, is serving the State of
North Carolina in the Treasurer's office and has served as the Assistant to the
State Treasurer (Legislative Liaison) since 1995. Prior to that time he worked
for IBM in various financial positions and retired in 1995 after 30 years of
service. Mr. Sansom is the son of Vivian M. Sansom, who owns more than ten
percent of M&F Bancorp, Inc.'s outstanding common stock.
Maceo K. Sloan, Director of M&F Bancorp, Inc. since 2000. Director of Mechanics
and Farmers Bank since 1980. Mr. Sloan, 51, is currently Chairman, President and
Chief Executive Officer of Sloan Financial Group, Inc. Mr. Sloan serves as a
director of NCM Capital Management Group, Inc. and SCANA Corporation and as a
trustee of CREF-College Retirement Equities Fund, all of which are investment
companies subject to the reporting requirements of the Securities Exchange Act
of 1934.
Aaron L. Spaulding, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics and Farmers Bank since 1994. Mr. Spaulding, 57, is the Chairman,
President and Chief Executive Officer of Galaxy Travel Group, Inc. Mr. Spaulding
also serves as a member of the North Carolina Savings Institutions Commission
and as a director of Utendahl Capital Partners which is a company subject to the
reporting requirements of the Securities Exchange Act of 1934.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE SIX NOMINEES
AS DIRECTORS OF M&F BANCORP, INC. FOR THE COMING YEAR.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The certified public accounting firm of Deloitte & Touche, L.L.P. has been
appointed by the Board of Directors to serve as the independent accountants for
2001. A proposal to ratify that appointment is being submitted to the
stockholders. Representatives of Deloitte & Touche are expected to attend the
annual meeting and will be available to respond to appropriate questions and, if
they desire to do so, will have the opportunity to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE, L.L.P. AS INDEPENDENT AUDITOR FOR M&F BANCORP, INC. AND
MECHANICS AND FARMERS BANK FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
Audit Fees
The total fees (including related out-of-pocket expenses) billed for
professional services rendered by Deloitte & Touche, L.L.P. in connection with
(i) the audit of M&F Bancorp, Inc.'s and Mechanics and Farmers Bank's annual
financial statements for the December 31, 2000 fiscal year, (ii) its reviews of
the financial statements included in M&F Bancorp, Inc.'s Forms 10-QSB for that
fiscal year, and (iii) related fees and costs were $49,550.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche, L.L.P. did not, directly or indirectly, operate, or supervise
the operation of, M&F Bancorp, Inc.'s information system or manage M&F Bancorp,
Inc.'s local area network during the fiscal year ended December 31, 2000.
All Other Fees
The total fees billed for all other services provided by Deloitte & Touche,
L.L.P. was $11,500 for the year ended December 31, 2000. The other services
provided by Deloitte & Touche, L.L.P. consisted of certain agreed upon
procedures, tax consulting and other non-audit services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and greater than 10% stockholders to file reports of their
ownership and any changes in ownership of M&F Bancorp, Inc. common stock with
the Securities and Exchange Commission. These directors, executive officers and
greater than 10% stockholders are required by regulation to provide M&F Bancorp,
Inc. with a copy of any Section 16(a) reports they file. Based on M&F Bancorp,
Inc.'s review of copies of these reports received by it and written
representations made to M&F Bancorp, Inc. by these persons, M&F Bancorp, Inc.
believes that all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than 10% stockholders were complied with during
the year ended December 31, 2000.
OTHER MATTERS
The Board of Directors knows of no other matters to be considered at the annual
meeting. If other matters are properly brought before the annual meeting or any
adjournment of the annual meeting, the people appointed in the proxy intend to
vote the shares represented by the proxy according to their best judgment.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
It is presently anticipated that the 2002 annual meeting of stockholders will be
held on May 7, 2002. In order for the stockholder proposals to be included in
M&F Bancorp, Inc.'s proxy materials for that meeting, proposals must be received
by the Corporate Secretary at M&F Bancorp, Inc.'s principal executive office no
later than December 3, 2001, and meet all other applicable requirements for
inclusion in the proxy statement.
In the alternative, a shareholder may commence his or her own proxy solicitation
and present a proposal from the floor of the 2002 annual meeting of
stockholders. In order to do so, the stockholder must notify the Corporate
Secretary in writing, at M&F Bancorp, Inc.'s principal executive office no later
than February 15, 2002 of his or her proposal. If the Corporate Secretary is not
notified of the stockholder's proposal by February 15, 2002, the Board of
Directors may vote on the proposal pursuant to the discretionary authority
granted by the proxies solicited by the Board of Directors for the 2002 annual
meeting.
MISCELLANEOUS
M&F Bancorp, Inc.'s annual report to stockholders for the year ended December
31, 2000 has been mailed with this proxy statement to all stockholders of record
as of March 16, 2001. Any stockholder who has not received a copy of the annual
report may obtain a copy by writing to M&F Bancorp, Inc. The annual report is
not to be treated as part of this proxy statement or a solicitation of proxies.
A copy of M&F Bancorp, Inc.'s Form 10-KSB filed with the Securities and Exchange
Commission will be provided to you without charge if you are a stockholder of
M&F Bancorp, Inc. on March 16, 2001. Please make your written request to
Fohliette Becote, Corporate Secretary, M&F Bancorp, Inc., 2634 Chapel Hill
Blvd., Durham, North Carolina 27707.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU DO ATTEND THE
ANNUAL MEETING, YOU THEN MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THE PROXY
MAY BE WITHDRAWN AT ANY TIME PRIOR TO VOTING.
APPENDIX A
M&F BANCORP, INC.
AUDIT COMMITTEE CHARTER
Organization
The board of directors of M&F Bancorp, Inc. (the "Company") shall establish an
audit committee. The audit committee shall be composed of no more than four
directors. The directors must be independent of the management of the company
and free of any relationship that, in the opinion of the board of directors,
would interfere with their exercise of independent judgment as a committee
member. All members of the committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the committee shall
have accounting or related financial management expertise.
Statement of Policy
The audit committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the company,
and the quality and integrity of the financial reports of the company. In so
doing, it is the responsibility of the audit committee to remain independent of
management and to maintain a free and open means of communication between the
directors, the independent auditors, the internal auditors, and the financial
management of the company.
Responsibilities
In carrying out its responsibilities, the audit committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the company are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the company. In so doing, the
committee will request from the auditor a written affirmation that the
auditor is in fact independent, discuss with the auditor any relationships
that may impact the auditor's independence, and recommend to the board of
directors any actions necessary to oversee the auditor's independence.
o Meet with the independent auditors and financial management of the company
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the independent
auditors.
o Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the company, and elicit any
recommendations for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures that
might be deemed illegal or otherwise improper.
o Review the internal audit function of the company including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year and the coordination of such plans with the
independent auditors.
o Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit plan,
with explanations for any deviations from the original plan.
o Review with management and the independent auditors the 10-QSB prior to its
filing or prior to the release of earnings. The Chair of the Committee or
other designated member may represent the entire Committee for purposes of
this review.
o Discuss with the independent auditors their review of the financial
statements contained in the annual report to shareholders to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.
o Provide sufficient opportunity for the internal and independent auditors to
meet with the members of the audit committee without members of management
present. Among the items to be discussed in these meetings are the
independent auditors' evaluation of the company's financial, accounting,
and auditing personnel's performance of their responsibilities, and the
cooperation that the independent auditors received during the course of the
audit.
o Submit the minutes of all meetings of the audit committee to, or review the
matters discussed at each committee meeting with, the board of directors.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
o Review and update the charter annually.
M&F Bancorp, Inc.
2634 Chapel Hill Boulevard
P.O. Box 1932 (27702)
Durham, NC 27707
(919) 683-1521
This Proxy is solicited by the Board of Directors in connection with the Annual
Meeting of the stockholders of M&F BANCORP, INC. (the "Company"). The
undersigned hereby appoints Lee Johnson, Jr., Joseph M. Sansom, Julia W. Taylor,
and Walter S. Tucker or either of them, as Proxies of the undersigned, with full
power of substitution to vote, as designated on the reverse side of this proxy,
the number of shares of common stock of the Company held of record by the
undersigned on March 16, 2001 on the proposals set forth on the reverse and
described in the accompanying proxy statement at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, May 1, 2001, at 10:00 a.m. at
the M&F Corporate Center, 2634 Chapel Hill Boulevard, Durham, NC.
This proxy will be voted as directed. If you execute and return this Proxy but
do not specify otherwise, the Proxy will be voted FOR all the nominees and FOR
the proposals listed on the reverse, and, in the Proxies' discretion, on any
other matter that may properly come before the meeting. This Proxy is revocable
prior to its exercise.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
................................................................................
[x] Please mark your votes as in this example
1. Elect six (6) persons to serve on the Board of Directors of M&F Bancorp,
Inc. until the annual meeting of stockholders in 2002.
Nominees: Lee Johnson, Jr., Benjamin S. Ruffin, Aaron L. Spaulding, Joseph M.
Sansom, Genevia Gee Fulbright, Maceo K. Sloan.
(Instructions: To withhold authority to vote for any individual nominee, mark
"For all Nominees Except" and write that person's name below.)
- -----------------------------------------------
For all Withhold Authority For all
Nominees to Vote Nominees Except
[ ] [ ] [ ]
2. Ratify the selection of Deloitte & Touche, L.L.P. as the independent auditor
for M&F Bancorp, Inc. for the fiscal year ending December 31, 2001.
For Against Abstain
[ ] [ ] [ ]
3. Consider whatever other business may properly be brought before the meeting
or any adjournment of the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
Signature___________________________________Date________________________
Signature___________________________________Date________________________
(if jointly held)
If acting Attorney, Executor, Trustee or other representative capacity, please
sign name and title.
................................................................................
Fold and Detach Here
Return in the Envelope Enclosed
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
M&F Bancorp, Inc.
May 1, 2001
Note: Your signature should correspond with your name as it appears hereon.
Joint owners should each sign. When signing for a corporation or partnership or
an agent, attorney, executor, administrator, trustee or guardian, please set
forth full title as it appears hereon. Stockholders of record at the close of
business on March 16, 2001 are entitled to vote at the annual meeting.