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
METROBANCORP
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
METROBANCORP
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
317-573-2400
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on May 16, 2002
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of MetroBanCorp
("Company") in connection with the solicitation of proxies by the Board of
Directors of the Company for use at its Annual Meeting of Shareholders, to be
held on Thursday, May 16, 2002, at 1:00 p.m., Indianapolis time, in the Three
Meridian Plaza Conference Center, 10333 North Meridian Street, Indianapolis,
Indiana 46290, and at any and all adjournments thereof. This Proxy Statement and
accompanying form of proxy is first being mailed to the Company's shareholders
on or about April 16, 2002.
Only shareholders of record as of March 28, 2002 will be entitled to notice
of and to vote at the annual meeting or any adjournment thereof. As of March 28,
2002, the Company had 2,065,270 shares of common stock issued and outstanding,
which were held by 359 shareholders of record. There is no other class or series
of stock of the Company outstanding and entitled to vote at the annual meeting.
Each shareholder of record as of the record date will be entitled to one vote
for each share of common stock registered in the shareholders name.
For the matters to be voted on at the annual meeting, each share is
entitled to one vote, exercisable in person or by proxy. Provided that a quorum
of shareholders is present at the annual meeting, there will be considered and
voted upon: (i) director nominees to be elected to the Board of Directors of the
Company; and (ii) ratification of the appointment of Crowe, Chizek and Company
LLP, Indianapolis, Indiana, as independent public accountants for MetroBanCorp
and its subsidiaries for the fiscal year ending December 31, 2002.
The cost of soliciting proxies will be borne by the Company. In addition to
use of the mails, proxies may be solicited personally or by telephone by
directors, officers and certain employees of the Company, none of whom will be
specially compensated for such soliciting.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. Therefore, execution of a proxy will not affect a
shareholder's right to vote in person if he or she attends the annual meeting.
Revocation may be made prior to the annual meeting by written notice sent to
Charles V. Turean, Secretary, MetroBanCorp, P.O. Box 80451, Indianapolis,
Indiana 46280-0451; at the annual meeting, in person or by oral or written
notice to the Secretary; or by duly executing and delivering to the Secretary a
proxy bearing a later date. To be effective, any revocation must be received
before the proxy is exercised.
The shares represented by proxies at the annual meeting will be voted as
instructed by the shareholder(s) giving the proxy. In the absence of specific
instructions to the contrary, proxies will be voted FOR (i) election of the nine
(9) persons named as nominees in this Proxy Statement as Directors of the
Company; and (ii) ratification of the appointment of Crowe, Chizek and Company
LLP, Indianapolis, Indiana, as independent public accountants for MetroBanCorp
and its subsidiaries for the fiscal year ending December 31, 2002.
1
ELECTION OF DIRECTORS
The Board of Directors is composed of nine (9) directors, all of whom hold
office for a term of one year or until their respective successors are duly
elected and qualified. The following table sets forth certain information
concerning each of the nine (9) director nominees. All nominees were initially
elected in 1987, except James C. Lintzenich, who was elected in 1999, and James
F. Keenan, who was elected in 2001. If for any reason a director nominee becomes
unable or unwilling to serve at the time of the annual meeting (an event which
the Board of Directors does not anticipate at this time), the persons named as
proxies in the accompanying proxy will have discretionary authority to vote for
a substitute nominee or nominees named by the Board of Directors if the Board of
Directors elects to fill such nominee's position. The Board of Directors of the
Company unanimously recommends a vote FOR election of each of the following
nominees as a director of the Company for the ensuing year:
Title of Position with Principal Occupation for the Shares and Percent
Name and Age the Company Last Five Years Beneficially Owned (1)
- ------------ ---------------------- ---------------------------- ----------------------
Chris G. Batalis, 63 (2,6) Director President, Heptagon, Inc. 59,621 2.84%
615 W. Colfax Avenue (advertising)
South Bend, IN 46601
Ike G. Batalis, 55 (2,3,6,12) Director, President and President and Chief 131,806 5.99%
10333 N. Meridian, Ste 111 Chief Executive Officer Executive Officer of the
Indianapolis, IN 46290 Company and MetroBank
Terry L. Eaton, 59 (4,6) Director Chairman, 75,239 3.59%
10645 Winterwood Eaton Investments, LTD
Carmel, IN 46032 (investments)
James F. Keenan, 42 (5) Director President and CEO, Walter 13,718 0.66%
423 Sycamore St., Suite 101 and Keenan Financial
PO Box 906 Consulting Co. (financial
Niles, MI 49120 consultants)
Robert L. Lauth, Jr., 50 (6,7) Director Chairman and CEO, Lauth 60,286 2.88%
9777 N. College Avenue Property Group,
Indianapolis, IN 46280 Inc. (real estate
development and management)
James C. Lintzenich, 48 (8) Director President 35,479 1.71%
10707 Club Chase Zanesville Partners
Fishers, IN 46038 (investments)
R.D. "Rusty" Richardson, 52 (6,9) Director President, Richardson 53,866 2.57%
1535 Prestwick Lane Partners (real estate
Carmel, IN 46032 partnerships and investments)
Edward R. Schmidt, 54 (6,10) Director Attorney at Law 64,102 3.06%
12170 Bridgewater Road
Indianapolis, IN 46256
Donald F. Walter, 70 (6,11) Director, Financial Consultant 70,397 3.36%
32578 S. Lyman Ferry Road Chairman
Sedro Woolley, WA 98284
Directors and Executive Officers as a group of twelve 644,108 26.92%
- ---------------------------------------------------------------------------------------------------------------
(1) Based upon information provided to the Company by each director and
executive officer.
2
(2) Chris G. Batalis and Ike G. Batalis are brothers.
(3) Includes 4,075 shares of common stock held by a custodian for Mr. Batalis'
benefit in an individual retirement account. Also includes 60,379 shares of
common stock issuable under options granted pursuant to the Company's 1994
Stock Option and Stock Appreciation Rights Plan.
(4) Includes 28,289 shares of common stock held jointly with Mr. Eaton's
spouse.
(5) Includes 7,483 shares of common stock held by Walter and Keenan Financial
Consulting Co., of which Mr. Keenan serves as the President and Chief
Executive Officer. Also includes 4,135 shares of common stock issuable
under options granted pursuant to the 1994 Directors' Stock Option Plan.
(6) Includes 30,875 shares of common stock issuable under options granted
pursuant to the 1994 Directors' Stock Option Plan.
(7) Includes 11,363 shares of common stock held jointly with Mr. Lauth's
spouse. Also includes 18,048 shares held by Mr. Lauth's spouse.
(8) Includes 1,667 shares and 1,666 shares of common stock held for the benefit
of Mr. Lintzenich's minor son and daughter, respectively. Also includes
14,164 shares of common stock issuable under options granted pursuant to
the 1994 Directors' Stock Option Plan.
(9) Includes 264 shares of common stock held in equal amounts for the benefit
of Mr. Richardson's minor son and daughter, with respect to which he
disclaims any beneficial interest. Also includes 13,369 shares of common
stock held jointly with Mr. Richardson's spouse.
(10) Includes 1,000 shares of common stock held by a custodian for Mr. Schmidt's
benefit in an individual retirement account.
(11) Includes 2,205 shares of common stock held by a custodian for Mr. Walter's
benefit in an individual retirement account. Also includes 5,250 shares
held by Donald F. Walter and Charles T. Walter as joint tenants.
(12) Includes 2,474 shares of common stock held in the MetroBanCorp Employees'
Thrift and Retirement Plan. Also includes 25,966 shares held in the
MetroBanCorp Supplemental Executive Retirement Plan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS AND
DIRECTORS FEES
Attendance at Meetings
During 2001, the Board of Directors of the Company held four meetings. All
incumbent Directors attended 75% or more of the total number of 2001 meetings of
the Board and of the Board committees to which they were appointed.
Committees
The Board of Directors of the Company has an Executive Committee, a
Nominating Committee and an Audit Committee. The members of the Executive
Committee are Terry L. Eaton, Chairman, Ike G. Batalis, Edward G. McMahon,
Edward R. Schmidt and Donald F. Walter. The members of the Nominating Committee
are Robert L. Lauth, Jr., Chairman, Ike G. Batalis, Edward G. McMahon and R. D.
"Rusty" Richardson. The members of the Audit Committee are Evans M. Harrell,
Chairman, Chris G. Batalis, James F. Keenan and James C. Lintzenich. The
Executive Committee acts pursuant to the By-Laws of the Company and
authorization of the Board of Directors and approves or recommends to the Board
compensation and employee benefit matters. The Nominating Committee
3
recommends prospective nominees for election to the Boards of Directors of the
Company and MetroBank ("Bank"), and will consider shareholder recommendations
for consideration by the Board of Directors. These recommendations should be
forwarded by the shareholder to the Secretary of the Company with biographical
data about the recommended individual. The Audit Committee performs the function
of recommending the independent public accountants and oversees the work of the
internal auditor. The Executive Committee met seven times in 2001. The
Nominating Committee met one time in 2001. The Audit Committee met four times in
2001.
Director Compensation
In 2001, each director of the Company received an annual retainer of $7,000
and a fee of $1,000 for each Board meeting attended. Directors of the Company
who also serve as directors of the Bank received an additional fee of $550 for
attending meetings of the Bank's Board. Members of the Company's director
committees received $500 per committee meeting attended. Executive officers of
the Company and the Bank who serve as directors do not receive directors fees,
nor do they receive additional or separate compensation from the Company for
their director service to the Company.
Summary Description of 1994 Directors' Stock Option Plan
Directors of the Company may participate in the 1994 Directors' Stock
Option Plan of MetroBanCorp ("1994 Directors' Plan"), adopted effective as of
April 28, 1994. The 1994 Directors' Plan provides for the granting of
non-qualified stock options ("NSOs") to directors of the Company. As of March
28, 2002, options to acquire 331,554 shares (adjusted for stock dividends) of
the Company's common stock have been granted, in the form of NSOs, to directors
of the Company at an option price ranging from $4.58 to $7.75 per share adjusted
for stock dividends (which price was equal to the per share fair market value of
the common stock on the date on which the options were granted). A total of
543,975 shares, as adjusted for stock dividends of the Company's common stock
have been reserved for issuance under the 1994 Directors' Plan. No options under
the 1994 Directors' Plan were exercised in 2001.
Directors' Retirement Plan
Non-employee directors of the Company are also eligible to participate in
the MetroBanCorp Directors' Retirement Plan, beginning on the later of the fifth
anniversary of the date on which the director was first appointed or elected to
the Board or January 1, 2001, the effective date of the plan. Under this plan, a
director who retires from the Board on or after attainment of age 75 (or such
other retirement age set by the Nominating Committee of the Board) will receive
an annual retirement payment equal to his annual rate of retainer pay in effect
as of the day immediately preceding his retirement date. The 2001 rate of
retainer pay for non-employee directors was $7,000. Retirement benefits end upon
the earliest of the following three events: (i) the participant's death, (ii)
the day before the tenth anniversary of the day retirement benefits first began
to be paid to the participant, or (iii) the last day of a period of consecutive
calendar years which equals the number of full calendar years throughout which
the participant was a non-employee director. Benefits payable under the plan
will be paid by the Company from its general assets. No person entitled to a
payment under the plan will have rights greater than the rights of any other
unsecured general creditor of the Company or the Bank. No directors received
payments under this plan during 2001.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are listed in the table below. Each
officer serves a term of office of one year or until the election and
qualification of his successor.
Name Age Office and Business Experience
- ---- --- ------------------------------
Ike G. Batalis 55 President and Chief Executive Officer of the Company and Bank. Mr. Batalis
has over thirty years of banking experience and served as President and CEO of
Wainwright Financial Corporation prior to forming the Company.
4
Andrew E. Illyes 53 Executive Vice President and Senior Loan Officer of Bank. Previously, he
served as Community President of Ameritrust National Bank, Central Indiana,
formerly American National Bank. Mr. Illyes has an extensive bank lending
background.
Gregory J. Murray 52 Executive Vice President - Commercial Lending of Bank. Mr. Murray has thirty years
of banking experience. Prior to joining MetroBank, he served as Senior Vice
President of Union Planters Bank, N.A., Indianapolis.
Charles V. Turean 49 Executive Vice President, Chief Financial Officer and Secretary of the Company
and Bank. Mr. Turean has over twenty-five years of progressively increasing
financial responsibilities, including eighteen years with banking
institutions. Prior to his current position, Mr. Turean was Senior Vice
President and Controller with Wainwright Financial Corporation and served as
Treasurer of Wainwright's subsidiary insurance company. Mr. Turean is also a
certified public accountant.
EXECUTIVE COMPENSATION
The following table contains information with respect to cash compensation
paid by the Bank to any employee who served as an executive officer of the
Company or the Bank for the years ended December 31, 2001, 2000, and 1999, and
whose cash compensation exceeded $100,000 in 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
--------------------------------------------------- ----------------------
Name/Principal Other Annual Securities Underlying
Position Year Salary Bonus Compensation ($) Options/SARs(#)
-------- ---- ------ ----- ----------------- ---------------
Ike G. Batalis 2001 $147,500 $44,371 $82,113(1) 5,250
President, CEO 2000 $135,000 $35,067 $34,374 5,513
1999 $130,050 $33,574 $27,289 5,209
Charles V. Turean 2001 $96,300 $19,381 $33,799 2,625
Executive Vice 2000 $92,000 $17,405 $24,429 2,756
President, CFO 1999 $88,740 $18,336 $19,709 2,894
Gregory J. Murray 2001 $94,325 $18,986 $38,503 1,050
Executive Vice President 2000 $91,575 $14,769 $30,269 1,103
1999 $57,981 $30,505 $ 7,118 7,525
Andrew E. Illyes 2001 $88,500 $17,821 $30,138 1,050
Executive Vice President 2000 $84,500 $14,347 $16,940 1,103
1999 $81,600 $16,386 $18,069 1,158
(1) Consists of, respectively, contributions under the benefit plans of the
Company, the cost of group life insurance, and the personal use portion of
company provided vehicle for 2001: $76,720, $774 and $4,619.
5
The following table provides information with respect to stock options granted
to or held by the Company's named executive officers in 2001.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
------------------------------------------------------------------------------------
Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise Price
Name Granted (#)(a) in Fiscal Year Per Share (b) Expiration Date
- ---- -------------- -------------- ------------- ---------------
Ike G. Batalis 5,250 52.7% $7.14 12/11/2011
Charles V. Turean 2,625 26.3% $7.14 12/11/2011
Gregory J. Murray 1,050 10.5% $7.14 12/11/2011
Andrew E. Illyes 1,050 10.5% $7.14 12/11/2011
(a) Options are immediately exercisable.
(b) The exercise price of the option is the market value of the common shares
on the date of grant.
Employment Agreements
The Company and the Bank have entered into written employment agreements
with Ike G. Batalis, Charles V. Turean, Gregory J. Murray and Andrew E. Illyes.
Pursuant to such agreements, Mr. Batalis has been selected as a director and the
chief executive officer of the Company and the Bank, Messrs. Murray and Illyes
have been selected to serve as executive vice presidents and directors of the
Bank, and Mr. Turean has been selected to serve as executive vice president of
the Company and the Bank and a director of the Bank. Each of the executive
officers may terminate his respective employment agreement at will with 90 days'
prior written notice, for good reason (as defined in each employment agreement)
upon 30 days' prior written notice, or within 6 months of a change in control
(as defined in each employment agreement) of the Company. Such agreements
provide that upon termination of such executive officer's employment as a result
of a change in control of the Company or the Bank, he would be entitled to an
amount equivalent to 3 years' base salary in the case of Mr. Batalis, and 2
years' base salary for each of Mr. Turean, Mr. Murray and Mr. Illyes. Except for
these employment agreements, there are no other arrangements or understandings
between any of the directors or executive officers of the Company and any other
person according to which any of them has been selected for their respective
positions as directors or executive officers of the Company.
In connection with Mr. Batalis' employment agreement, the Board of
Directors of the Company adopted on December 10, 1992 an Incentive Plan, which
provides for the establishment of a fund in an amount equal to 4% of the net
total sale value of the Company (as defined in the Incentive Plan) in the event
of an acquisition of the Company. Upon consummation of an acquisition of the
Company, 75% of the amount in the fund will be paid to the Chief Executive
Officer of the Company, currently Mr. Batalis, and the remainder will be paid to
such other employees of the Company as determined by the Board of Directors of
the Company.
Target Benefit Plan
Executive officers of the Company may also receive supplemental benefits
from the MetroBanCorp Target Benefit Plan ("Target Benefit Plan"), which became
effective January 1, 2001. The benefit due under the Target Benefit Plan is a
monthly retirement income, commencing when the participant reaches age 65 and
ending at his death. A participant may not receive a benefit under the Target
Benefit Plan unless he has completed five years of continuous employment with
the Company. The monthly retirement income amount will equal 65 percent of the
participant's average monthly compensation multiplied by a fraction, the
numerator of which is the participant's years of continuous employment with the
Company and the denominator of which is 20 reduced by the Monthly Offset Amount.
A participant's "Monthly Offset Amount" means the monthly payment amount that is
actuarially equivalent to the sum of (i) the Company matching contributions on
behalf of the participant under the
6
MetroBanCorp Supplemental Executive Retirement Plan ("SERP"), (ii) Company
contributions on behalf of the participant under the MetroBanCorp Employees'
Thrift and Retirement Plan ("401(k) Plan"), and (iii) the Social Security
benefits provided to the participant. The Monthly Offset Amount is calculated on
the assumption that the participant deferred exactly six percent of his
compensation under the 401(k) Plan and under the SERP. A participant's average
monthly compensation means the Participant's average monthly compensation over
the five consecutive plan years which produce the highest monthly average.
The Company has also entered into a Trust Agreement with Raymond James
Trust Company ("Trust") to pay benefits due under the Target Benefit Plan. Under
applicable law, employees who qualify for participation under the Target Benefit
Plan are limited to individuals who are members of a select group of management
or who are highly compensated employees. The current participants in the Target
Benefit Plan are Ike G. Batalis, Charles V. Turean, Gregory J. Murray, and
Andrew E. Illyes. For the year ended December 31, 2001, the Bank made $61,557 in
contributions to the Target Benefit Plan.
Summary Description of Supplemental Executive Retirement Plan
The Company sponsors the MetroBanCorp Supplemental Executive Retirement
Plan ("SERP"), an unfunded, non-qualified deferred compensation plan, for
certain key managerial employees of the Company. The Company has also entered
into a Trust Agreement with Raymond James Trust Company ("Trust") to pay
benefits due under the SERP. The SERP and Trust are designed to allow
participants to defer a portion of their compensation and to provide a vehicle
for the holding and investment of such deferrals until a distributable event
occurs under the SERP. Participants in the SERP may not make deferrals in any
year unless they have made the maximum deferral allowable under the Thrift Plan.
The maximum deferral a participant may make for a year under the SERP and the
Thrift Plan is 25% of compensation. The Company may also make discretionary
contributions which match a portion of a participant's deferrals and to make
supplemental contributions under the SERP. All contributions to the Trust and
any earnings thereon are subject to the claims of the Company's creditors. A
participant's benefit under the SERP is distributable within 30 days of the
participant's termination of employment with the Company for any reason and is
equal to the amount of annual compensation deferred by such participant and any
employer contributions plus any earnings and minus any losses thereon. The
participant benefits by a deferral of recognition of income to the extent of the
amount deferred, the extent of employer contributions and the extent of earnings
on such contributions. The Company must also postpone its tax deductions with
respect to the amounts deferred until they are recognized by the participant.
Under applicable law, employees who qualify for participation under the SERP
must be limited to individuals who are members of a select group of management
or who are highly compensated employees. The current participants in the SERP
are Ike G. Batalis, Charles V. Turean, Gregory J. Murray and Andrew E. Illyes.
For the year ended December 31, 2001, the Bank made $52,855 in matching
contributions to the SERP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors of the Company and the companies with which they are
affiliated, and certain principal officers of the Bank, are customers of, and
have banking transactions with, the Bank in the ordinary course of business. All
such loans and commitment for loans included in such transactions have been made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated persons
and, in the opinion of management, did not involve more than a normal risk of
collectibility or present other unfavorable features.
Loan transactions with directors and their affiliates and principal
officers of the Company for 2001 were as follows (dollars in thousands):
Balance at Beginning of Year $ 1,232
Loans Made 93
Loans Repaid (734)
----------
Balance at End of Year $ 591
==========
Deposits held for directors and their affiliates and principal officers of
the Company as of December 31, 2001 and 2000 were $1.7 million and $2.8 million,
respectively.
7
Certain directors and the companies with which they are affiliated also
provide services to the Company. The Company conducts business with two
affiliated companies for advertising/public relations and legal services.
Payments made to director-affiliated companies are as follows (dollars in
thousands):
2001 2000
------ ------
Advertising/Public Relations $175 $203
Legal Services -- 3
------ ------
Total $175 $206
====== ======
Prior to 2000, the Bank purchased student loans from a company of which
certain of its executive officers serve as directors of the Company and the
Bank. The loans are serviced and guaranteed by the seller. Loan servicing fees
paid to the seller were $24,000 and $27,000 in 2001 and 2000, respectively. The
loans are purchased on the same terms as those offered by the seller to other
institutions. There were no purchases of student loans by the Bank in 2001 or
2000.
PRINCIPAL SHAREHOLDERS
The following table contains certain information concerning persons, other
than directors of the Company, who to the knowledge of the Company may be deemed
to beneficially own as of December 31, 2001 more than 5% of the Company's
outstanding shares of common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
---------------- -------------------- --------
Mary Morris Leighton 1992 Trust (1) 234,651 11.36%
Wells Fargo Bank, N. A. Trustee
112 West Jefferson Boulevard
South Bend, Indiana 46601
Judd C. Leighton 298,831 14.47%
211 West Washington Avenue
Suite 2400
South Bend, Indiana 46601
(1) Trust was established in 1992 and funded upon death of Mary Morris Leighton
on March 16, 2001.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Crowe, Chizek and Company LLP to serve as the independent public
accountants of MetroBanCorp for the fiscal year ending December 31, 2002. The
Board seeks to have the shareholders ratify the appointment of Crowe, Chizek and
Company LLP. Representatives of Crowe, Chizek and Company LLP will be present at
the annual meeting to respond to questions and to make a statement if they
desire to do so. If the appointment of Crowe, Chizek and Company LLP is not
ratified by the shareholders, the Board of Directors may appoint other
independent public accountants based upon the recommendation of the Audit
Committee.
Recommendation
--------------
The Board of Directors unanimously recommends a vote FOR ratification of
the appointment of Crowe, Chizek and Company LLP as independent public
accountants for fiscal year 2002.
8
Report of Audit Committee
The Audit Committee operates in accordance with its charter that was
adopted by the Company's Board of Directors in May, 2000. The Audit Committee of
MetroBanCorp is composed of four directors. Management is responsible for the
Company's internal controls and the financial reporting process. The independent
public accountants are responsible for performing an independent audit of the
Company's consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and to issue a
report thereon. The Committee's responsibility is to monitor and oversee these
processes.
In this context, the Committee has met and held discussions with management
and the independent public accountants. Management represented to the Committee
that the Company's consolidated financial statements as of and for the year
ended December 31, 2001 were prepared in accordance with accounting principles
generally accepted in the United States of America, and the Committee has
reviewed and discussed these consolidated financial statements with management.
The Committee discussed with the independent public accountants matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees).
The independent public accountants also provided to the Committee the
written disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees), and the Committee discussed with the
independent public accountants that firm's independence. The Committee also
considered whether the independent public accountants' provision of non-audit
services to the Company is compatible with maintaining that firm's independence.
Based upon these discussions and reviews, we recommend to the Board of
Directors that the financial statements referred to above be included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.
Evans M. Harrell, Chairman
Chris G. Batalis, Member
James F. Keenan, Member
James C. Lintzenich, Member
Disclosure of Principal Accountant's Fees
Fees paid to Crowe, Chizek and Company LLP for fiscal year 2001 services
were as follows:
Audit Fees $36,600
Financial Information Systems Design and Implementation -
All Other Fees $10,000
SHAREHOLDER PROPOSALS
Proposals submitted by shareholders under Rule 14a-8 of the Securities and
Exchange Commission to be presented at the 2003 Annual Meeting of Shareholders
must be received by the Company at its principal executive office no later than
December 16, 2002, to be considered for inclusion in the proxy statement and
form of proxy relating to that meeting. Any such proposals should be sent to the
attention of the Corporate Secretary of the Company, Charles V. Turean,
Secretary, MetroBanCorp, P.O. Box 80451, Indianapolis, Indiana 46280-0451. If
notice of any other shareholder proposal intended to be presented at the 2003
Annual Meeting of Shareholders is not received by the Company on or before March
1, 2003, the proxy solicited by the Board of Directors of the Company for use in
connection with that meeting may confer authority on the proxies to vote in
their discretion on such proposal, without any discussion in the Company's proxy
statement for that meeting of either the proposal or how such proxies intend to
exercise their voting discretion.
9
ANNUAL REPORT
Upon written request, the Company will provide without charge to each
shareholder who does not otherwise receive a copy of the Company's Annual Report
to Shareholders a copy of the Company's Annual Report on Form 10-KSB, which is
required to be filed with the Securities and Exchange Commission. Requests
should be directed to: Charles V. Turean, Executive Vice President,
MetroBanCorp, P.O. Box 80451, Indianapolis, Indiana 46280-0451.
VOTE REQUIRED
The nominees for election as directors of the Company named in this Proxy
Statement will be elected by a plurality of the votes cast. Action on the other
items or matters to be presented at the meeting will be approved (assuming a
quorum is present) if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions or broker non-votes will not be voted for
or against any items or other matters presented at the meeting. Abstentions will
be counted for purposes of determining the presence of a quorum at the annual
meeting, but broker non-votes will not be counted for quorum purposes if the
broker has failed to vote as to all matters.
OTHER MATTERS
The annual meeting is called for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders. The Board of Directors of the Company
does not know of any matters requiring action on the part of shareholders at the
annual meeting other than those described in the Notice. However, execution and
delivery of the enclosed proxy will confer discretionary authority upon the
named proxies with respect to any matters which are not presently known to the
Board of Directors and which may properly come before the annual meeting. It is
the intention of the persons named in the proxy to vote pursuant to the proxy
with respect to such matters in accordance with their best judgment.
By Order of the Board of Directors
CHARLES V. TUREAN
Secretary
Date: April 16, 2002
Indianapolis, Indiana
10
PROXY METROBANCORP PROXY
10333 North Meridian Street, Suite 111
Indianapolis, Indiana 46290
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Ike G. Batalis, Terry L. Eaton, and
Donald F. Walter, and each of them, as Proxies of the undersigned, each with the
power of substitution and re-substitution and with all of the powers the
undersigned would have if personally present, and authorizes each of them to
represent and to vote, as designated below, all of the shares of common stock of
MetroBanCorp held of record by the undersigned on March 28, 2002, and which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders, to
be held on Thursday, May 16, 2002, and any adjournment thereof.
1. Election of Directors:
___ FOR election of all nominees listed below (except as marked to the
contrary).
___ WITHHOLD AUTHORITY to vote for all nominees listed below.
Chris G. Batalis James F. Keenan R. D. "Rusty" Richardson
Ike G. Batalis Robert L. Lauth, Jr. Edward R. Schmidt
Terry L. Eaton James C. Lintzenich Donald F. Walter
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE A LINE THROUGH
THE NAME OF THAT NOMINEE.
2. Ratification of the appointment of Crowe, Chizek and Company LLP as
independent public accountants for MetroBanCorp and its subsidiary for
the fiscal year ending December 31, 2002.
__________ FOR __________ AGAINST __________ ABSTAIN
(continued on other side)
(continued from other side)
3. In their discretion, on such other business as may properly come
before the Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED "FOR" EACH ITEM LISTED ABOVE. ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE BEST JUDGMENT OF THE ABOVE-NAMED PROXIES.
---------------------------------
(Signature of Shareholder)
(Place label with # of shares here)
---------------------------------
(Signature of Shareholer)
DATE
-----------------------------
Joint owners should each sign personally.
Trustees and others signing in a representative capacity should indicate
the capacity in which they sign.
Sign exactly as your name appears on your stock certificates.