SCHEDULE 14A
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 toss. 240.14a-12
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(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:
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ROYAL
BANCSHARES OF PENNSYLVANIA, INC. will be held at the Hilton Hotel Philadelphia
(formerly Radisson Twelve Caesars), 4200 City Line Avenue, Philadelphia,
Pennsylvania, 19131, on Wednesday, May 15, 2002, at 6:30 p.m., for the following
purposes:
1. ELECTION OF DIRECTORS. To elect five Class III Directors to serve a
term of three years and until their successors are elected and qualified.
2. OTHER BUSINESS. To consider such other business as may properly be
brought before the meeting and any adjournment or postponement thereof.
Only shareholders of record at the close of business on March 25, 2002,
are entitled to notice of and to vote at the meeting, either in person or by
proxy.
We enclose a copy of the 2001 Annual Report of Royal Bancshares of
Pennsylvania, Inc. Additional copies of the 2001 Annual Report are available
upon request.
By Order of the Board of Directors
Richard S. Hannye, Esquire
Secretary
Enclosures (Proxy Card and Annual Report)
April 23, 2002
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON AFTER GIVING WRITTEN
NOTICE TO THE SECRETARY OF THE CORPORATION.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
732 Montgomery Avenue
Narberth, Pennsylvania 19072
-----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2002
-----------------
We furnish this proxy statement in connection with the solicitation of
proxies by the Board of Directors of Royal Bancshares of Pennsylvania, Inc., for
the Annual Meeting of Shareholders of the corporation to be held on May 15,
2002, and any adjournment or postponement of the meeting. The corporation will
bear the expense of soliciting proxies. In addition to the use of the mails,
directors, officers and employees of the corporation may solicit proxies
personally or by telephone. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward proxy solicitation
material to the beneficial owners of stock held of record by these persons and,
upon request therefore, the corporation will reimburse them for their reasonable
forwarding expenses. This proxy statement and the enclosed proxy card are first
being given or sent to shareholders on or about April 23, 2002.
REVOCATION AND VOTING OF PROXIES
The execution and return of the enclosed proxy will not affect your
right to attend the meeting and to vote in person. You may revoke any proxy
given pursuant to this solicitation by delivering written notice of revocation
to Richard S. Hannye, Esquire, Secretary of the corporation, at the address that
appears above, at any time before the proxy is voted at the meeting. Unless
revoked, the proxyholders will vote any proxy given pursuant to this
solicitation at the meeting in accordance with the instructions of the
shareholder giving the proxy. In the absence of instructions, proxyholders will
vote all proxies FOR the election of the five nominees for Class III Director
identified in this proxy statement. Although the Board of Directors knows of no
other business to be presented, in the event that any other matters are brought
before the meeting, proxyholders will vote any proxy given pursuant to this
solicitation in accordance with the recommendations of the management of the
corporation.
VOTING SECURITIES, RECORD DATE AND QUORUM
Shareholders of record at the close of business on March 25, 2002, are
entitled to vote at the meeting and any adjournment or postponement thereof. At
the close of business on March 25, 2002, there were issued and outstanding
9,519,191 shares of Class A common stock ($2.00 par value per share) and
1,913,053 shares of Class B common stock ($0.10 par value per share).
2
Each shareholder is entitled to one vote for each share of Class A
common stock held by the shareholder and ten votes for each share of Class B
common stock held by the shareholder on all matters to be acted upon at the
meeting, except that in the election of directors shareholders are entitled to
vote shares cumulatively. See "ELECTION OF DIRECTORS--CUMULATIVE VOTING."
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote constitutes a quorum for the conduct of
business. A majority of the votes cast at a meeting at which a quorum is present
is required in order to approve any matter submitted to a vote of the
shareholders, except in cases where the vote of a greater number of votes is
required by law or under the Articles of Incorporation or Bylaws of the
corporation. Votes withheld and abstentions will be counted in determining the
presence of a quorum for the particular matter. Broker non-votes will not be
counted in determining the presence of a quorum for the particular matter as to
which the broker withheld authority.
In the case of the election of directors, assuming the presence of a
quorum, the five candidates for Class III receiving the highest number of votes
in Class III shall be elected to the Board of Directors. Votes withheld from a
nominee and broker non-votes will not be cast for the nominee.
PRINCIPAL SHAREHOLDERS
The following table shows the amount of outstanding common stock
beneficially owned by each shareholder (including any "group" as the term is
used in Section 3(d)(3) of the Securities Exchange Act of 1934) known by the
corporation to be the beneficial owner of more than 5% of such stock, and all
directors and officers as a group. Each share of Class A common stock is
entitled to one vote per share. Each share of Class B common stock is entitled
to ten votes per share and may be converted into shares of Class A common stock
at the current rate of 1.15 shares of Class A common stock for each share of
Class B common stock. Beneficial ownership is determined in accordance with
applicable regulations of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. For purposes of the
table set forth below, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and any shares
that the individual has the right to acquire within 60 days of February 28,
2002. In addition, a person is deemed to beneficially own any stock for which
he, directly or indirectly, through any contact, arrangement, understanding,
relationship or otherwise has or shares:
o Voting power, which includes the power to vote or to direct the voting
of the stock, or
o Investment power, which includes the power to dispose or to direct the
disposition of the stock.
Unless otherwise indicated in a footnote, shares reported in this table are
owned directly by the reporting person. The percent of class assumes all options
exercisable within 60 days of February 28, 2002, have been exercised and,
therefore, on a pro forma basis, 9,598,469 shares of Class A common stock would
be outstanding. The information is furnished as of February 28, 2002, on which
date 9,503,924 Class A shares and 1,913,053 Class B shares were issued and
outstanding.
3
Name and address of Shares Beneficially Percent of
Beneficial owner Owned Class
-----------------------------------------------------------------------
Daniel M. Tabas (1)(3)(4) 4,824,222(Class A) 51.54%
543 Mulberry Lane 1,399,128(Class B) 73.14%
Haverford, PA 19041
Richard Tabas (2)(4) 67(Class A) 0.00%
1309 Lafayette Road 124,367(Class B) 6.5 %
Gladwyne, PA 19035
(1) The 4,824,222 shares of ClassA common stock and the 1,399,128 shares of
Class B common stock beneficially owned by Daniel M. Tabas include: 3,031,979
shares of Class A common stock and 943,096 shares of Class B common stock owned
solely by Daniel M. Tabas; 73,966 shares of Class A common stock and 33,451
shares of Class B common stock owned by Rome Enterprises, a partnership jointly
owned by Daniel M. Tabas and Evelyn R. Tabas; 1,315,005 shares of Class A common
stock and 422,581 shares of Class B common stock held in trust for the children
of Mr. Tabas; 331,953 shares of Class A common stock controlled by Evelyn R.
Tabas as custodian for her grandchildren; and options to purchase 71,319 shares
of Class A common stock that are exercisable within 60 days of February 28,
2002. Mr. Tabas shares power with Evelyn R. Tabas to vote and dispose of 73,966
shares of Class A common stock and 33,451 shares of Class B common stock. In
calculating the tabulated percent of class, the options to purchase 71,319
shares of Class A common stock were added to the shares of Class A common stock
currently held by Mr. Tabas and to the total number of shares of Class A common
stock outstanding assuming all options exercisable within 60 days of February
28, 2002, held by Mr. Tabas, were exercised.
(2) The 67 shares of Class A common stock and 124,367 shares of Class B common
stock beneficially owned by Richard Tabas include: 106,827 shares of Class B
common stock owned solely by Mr. Tabas; 15,252 shares of Class B common stock
owned by his mother, Harriette Tabas; 67 shares of Class A common stock and 207
shares of Class B common stock owned by his wife, Leslee Silverman Tabas,
Esquire;and 2,081 shares of Class B common stock owned by his son, Charles S.
Tabas. Upon information and belief, Mr. Tabas has sole power to vote and dispose
of 106,827 shares of Class B common stock, and has no power to vote or dispose
of 67 shares of Class A common stock and 17,540 shares of Class B common stock.
(3) Daniel M. Tabas, Lee E. Tabas, Robert R. Tabas, Murray Stempel, Howard
Wurzak, members of their immediate families and their affiliates and associates,
in the aggregate, own 5,311,731 shares of Class A common stock and 1,621,048
shares of Class B common stock.
(4) Daniel M. Tabas is the husband of Evelyn R. Tabas, the father of Lee E.
Tabas and Robert R. Tabas, the uncle of Richard Tabas, and the father in law of
Murray Stempel and Howard Wurzak.
ELECTION OF DIRECTORS
The Bylaws of the corporation provide that the Board of Directors
consist of not less than 5 nor more than 25 persons and that the directors are
classified with respect to the time they hold office by dividing them into 3
classes, as nearly equal in number as possible. The Bylaws further provide that
the directors of each class are elected for a 3 year term, so that the term of
office of one class of directors expires at the annual meeting each year. The
Bylaws also provide that the aggregate number of directors and the number of
directors in each class of directors is determined by the Board of Directors.
Any vacancy occurring on the Board of Directors is filled by appointment by the
remaining directors. Any director who is appointed to fill a vacancy holds
office until the expiration of the term of office of the class of directors to
which he or she was appointed.
4
There are presently 15 members of the Board of Directors. At the March
20, 2002, meeting of the corporation's Board of Directors, in accordance with
Article 10 of the corporation's Bylaws, the directors fixed the number of
directors in Class I at 5, the number of directors in Class II at 5 and the
number of directors in Class III at 5.
The Board of Directors has nominated the following 5 persons for
election to the Board of Directors as Class III Directors for a term of 3 years:
Carl M. Cousins Lee E. Tabas
John M. Decker Edward B. Tepper
Evelyn R. Tabas
The Board of Directors has established, by resolution, that any
director of the corporation who reaches 70 years of age while in office shall
automatically be withdrawn from directorship, and shall be appointed "Director
Emeritus", provided, however, that any director who beneficially or jointly owns
greater than 4,000,000 shares of Class A common stock of the corporation shall
not be required to withdraw from directorship at age 70 from the corporation.
The Chairman of the Board, Daniel M. Tabas, and Director, Evelyn R. Tabas, his
wife, are each in excess of 70 years of age, but each have elected not to
withdraw from directorship because they each beneficially own greater than
4,000,000 shares of Class A common stock of the corporation. There are currently
five Directors Emeritus of the corporation: Anthony Arobone, Royal Flagg Jonas,
Charles Willner, Frank Grossman and Maurice Tepper. Directors Emeritus are not
entitled to vote, but are welcome to attend monthly board meetings upon
invitation.
CUMULATIVE VOTING
In the election of directors, every shareholder entitled to vote has
the right, in person or by proxy, to multiply the number of votes to which he
may be entitled by the number of directors in the class to be elected at the
annual meeting. Every shareholder may cast his or her whole number of votes for
one candidate or may distribute them among any 2 or more candidates in that
class. The 5 candidates receiving the highest number of votes for Class III at
the meeting will be elected. There are no conditions precedent to the exercise
of cumulative voting rights. Joseph P. Campbell and Richard S. Hannye, the
persons named as proxies, have the right to vote cumulatively and to distribute
their votes among the nominees as they consider advisable, unless a shareholder
indicates on his or her Proxy how votes are to be cumulated for voting purposes.
5
INFORMATION ABOUT NOMINEES, CONTINUING DIRECTORS
AND EXECUTIVE OFFICERS
Information concerning the directors of the corporation, including the
5 persons nominated for election to the Board of Directors as Class III
Directors at the meeting, the 10 continuing directors and the executive
officer(s) of the corporation, is set forth below, including the number of
shares of common stock of the corporation beneficially owned, as of February 28,
2002, by each of them. Unless otherwise indicated in a footnote, each nominee
and continuing director holds sole voting and investment power with respect to
shares beneficially owned.
Director
or Shares Percent
officer Beneficially of
Name Age Since Owned Stock
CLASS I DIRECTORS
- -----------------
Daniel M. Tabas (1)(4) 78 1980 4,824,222(A) 55.65%
1,399,128(B)
Joseph P. Campbell 55 1982 124,153(A) 1.08%
Howard Wurzak(1)(4) 47 1985 14,317(A) 0.12%
Murray Stempel,III(1)(4) 46 1996 14,933(A) 0.13%
James J. McSwiggan 46 1992 46,695(A) 0.41%
CLASS II DIRECTORS
- ------------------
Albert Ominsky(3) 68 1982 36,370(A) 0.67%
34,901(B)
Robert R. Tabas(1)(4) 46 1988 68,686(A) 0.65%
5,665(B)
Anthony J. Micale 64 1997 8,764(A) 0.08%
Gregory T. Reardon 48 1997 7,448(A) 0.06%
Jack R. Loew 54 1997 14,484(A) 0.13%
6
Director
or Shares Percent
officer Beneficially of
Name Age Since Owned Stock
NOMINEES FOR CLASS III DIRECTORS
- --------------------------------
Lee E. Tabas (1)(2)(4) 52 1980 361,157(A) 3.71%
56,457(B)
Edward B. Tepper 62 1986 32,725(A) 0.29%
530(B)
Carl M. Cousins 69 1993 17,106(A) 0.15%
John M. Decker 41 1988 35,707(A) 0.31%
Evelyn R. Tabas (1)(4) 77 2002 4,824,222(A) 55.65%
1,399,128(B)
NON-DIRECTOR EXECUTIVE OFFICERS
- -------------------------------
Richard S. Hannye 44 1993 14,830(A) 0.13%
Secretary and General
Counsel
All directors and 5,621,664(A) 58.57%
executive officers as 1,621,048(B) 84.74%
a group (16 persons)
The information in this table was furnished by the beneficial owners or their
representatives and includes direct and indirect ownership.
We assume full conversion of Class B common stock to Class A common stock at the
current conversion factor of 1.15 shares of Class A common stock for each share
of Class B common stock. In calculating the tabulated percent of class for each
officer and director who has exercisable stock options, the additional shares of
Class A common stock to which the officer and director would be entitled upon
the exercise of his options were added to the shares of Class A common stock
currently held by the officer and director and to the total number of shares of
Class A common stock outstanding assuming the officer and directors exercised
all outstanding exercisable options.
The table includes options exercisable within 60 days of February 28, 2002,
stock options unexercised, but currently exercisable, and stock beneficially
owned.
The percent of stock assumes all outstanding exercisable options and options
exercisable within 60 days of February 28, 2002, issued to directors and
officers, have been exercised and therefore, on a pro forma basis, 9,598,469
shares of Class A common stock would be outstanding at February 28, 2002.
7
(1) The 4,824,222 shares of Class A common stock and the 1,399,128 shares of
Class B common stock beneficially owned by Daniel M. Tabas and Evelyn R. Tabas
include: 3,031,979 shares of Class A common stock and 943,096 shares of Class B
common stock owned solely by Daniel M. Tabas; 73,966 shares of Class A common
stock and 33,451 shares of Class B common stock owned by Rome Enterprises, a
partnership jointly owned by Daniel M. Tabas and Evelyn R. Tabas; 1,315,005
shares of Class A common stock and 422,581 shares of Class B common stock held
in trust for the children of Mr. Tabas; 331,953 shares of Class A common stock
controlled by Evelyn R. Tabas as custodian for her grandchildren; and options to
purchase 71,319 shares of Class A common stock that are exercisable within 60
days of February 28, 2002. Included in the beneficial ownership of Daniel M.
Tabas and Evelyn R. Tabas are: (a) 209,071 shares of Class A common stock and
66,511 shares of Class B common stock which are held in trust for the benefit of
their daughter, Joanne Wurzak (wife of Director, Howard Wurzak) under which
Daniel M. Tabas retains voting and dispositive control; (b) 247,946 shares of
Class A common stock and 73,935 shares of Class B common stock held in trust for
their son, Director, Lee E. Tabas, under which Daniel M. Tabas retains voting
and dispositive control; (c) 180,720 shares of Class A common stock and 66,375
shares of Class B common stock which are held in trust for the benefit of their
son, Director, Robert R. Tabas, under which Daniel M. Tabas retains voting and
dispositive control; (d) 217,525 shares of Class A common stock and 72, 246
shares of Class B common stock which are held in trust for the benefit of their
daughter, Linda Tabas Stempel (wife of Director, Murray Stempel, III) under
which Daniel M. Tabas retains voting and dispositive control. Mr. Tabas shares
power with Evelyn R.Tabas to vote and dispose of 73,966 shares of Class A common
stock and 33,451 shares of Class B common stock. In calculating the tabulated
percent of class, the options to purchase 71,319 shares of Class A common stock
were added to the shares of Class A common stock currently held by Mr. Tabas and
to the total number of shares of Class A common stock outstanding assuming all
options exercisable within 60 days of February 28, 2002, held by Mr. Tabas, were
exercised.
(2) The 361,157 shares of Class A common stock and 56,457 shares of Class B
common stock beneficially owned by Lee E. Tabas include: 317,698 shares of Class
A common stock owned jointly with his wife, Nancy Tabas; 4,514 shares of Class A
common stock and 51,307 shares of Class B common stock owned by his wife, Nancy
Tabas; 35,686 shares of Class A common stock and 5,150 shares of Class B common
stock held by Mr. Tabas as custodian for his children. In calculating the
tabulated percent of class, the options to purchase 3,259 shares of Class A
common stock were added to the shares of Class A common stock currently held by
Mr. Tabas and to the total number of shares of Class A common stock outstanding
assuming all options exercisable within 60 days of February 28, 2002, held by
Mr. Tabas, were exercised.
(3) The 36,370 shares of Class A common stock and 34,901 shares of Class B
common stock beneficially owned by Mr. Ominsky include: 18,237 shares of Class A
common stock and 34,901 shares of Class B common stock owned by Ominsky &
Ominsky, P.C. as trustee for a rollover account for the benefit of Albert
Ominsky; 3,816 shares of Class A common stock owned by the Ominsky & Ominsky,
P.C. Profit Sharing Plan; and options to purchase 14,317 shares of Class A
common stock exercisable within 60 days of February 28, 2002.
(4) Daniel M. Tabas, Evelyn R.Tabas, Lee E. Tabas, Robert R. Tabas, Murray
Stempel, Howard Wurzak and members of their immediate families and their
affiliates and associates, in the aggregate, own 5,621,664 shares of Class A
common stock (58.57% of Class A) and 1,621,048 shares of Class B common stock
(84.74% of Class B), or 63.45% of Class A assuming full conversion of Class B
common stock to Class A common stock at a current conversion factor of 1.15
shares of Class A common stock for each share of Class B common stock.
CLASS I DIRECTORS
Daniel M. Tabas is the Chairman of the Board and a Director of the
corporation. Mr. Tabas is also an entrepreneur with ownership interests in
Daniel M. Tabas Enterprises, Rome Enterprises, Tabas Family Partnership, Acorn
Iron, Inc., Acorn Iron & Steel, Stout Road, Inc., Stout Road Hotel Development,
L.L.C., Stout Road Associates, Inc., Tabas Brothers and Samuel Tabas Family
Enterprises. He is the husband of Evelyn R. Tabas, the father of Lee E. Tabas
and Robert R.Tabas and the father-in-law of Howard Wurzak and Murray Stempel,
III.
Joseph P. Campbell is the President and Chief Executive Officer of the
corporation and a Director of the corporation.
James J. McSwiggan is the Vice President, Chief Financial Officer and
Treasurer of the corporation and a Director of the corporation.
Murray Stempel, III is a Senior Vice President and Senior Lender of
Royal Bank of Pennsylvania and a Director of the corporation. Mr. Stempel is the
son-in-law of Daniel M. Tabas, and the brother-in-law of Lee E. Tabas, Robert R.
Tabas and Howard Wurzak.
Howard Wurzak is a Director of the corporation, and is President and
CEO of the Hilton Hotel Philadelphia, Regency Palace and Ramada Plaza Hotel and
Wurzak Management Corporation. He is the son-in-law of Daniel M. Tabas and
Evelyn R. Tabas, and the brother-in-law of Lee E. Tabas, Robert R. Tabas and
Murray Stempel, III.
8
CLASS II DIRECTORS
Jack R. Loew is a Director of the corporation, and is the President and
Treasurer of Hough/Loew Associates, a design/build construction and development
firm specializing in office, industrial and retail properties.
Anthony J. Micale is a Director of the corporation, is President of
Micale Management Corporation and owns and operates ten McDonald's restaurants.
Albert Ominsky is a Director of the corporation, is an attorney and
President of the law firm of Ominsky & Ominsky, P.C. in Philadelphia,
Pennsylvania.
Gregory T. Reardon is a Director of the corporation, and is President
of the Reardon Group, Inc. The Reardon Group, located in Glen Mills,
Pennsylvania, comprises Weiss - Reardon & Company, P.C. (a regional public
accounting firm); Reardon Consulting, Inc. (a management consulting firm); and
Valuation Advisors, Inc. (a business appraisal firm). The Reardon Group is
devoted to healthcare and other highly regulated industries.
Robert R. Tabas is the Vice Chairman of the Board and a Director of the
corporation; and is a Senior Vice President and Senior Lender of Royal Bank of
Pennsylvania. He is the son of Daniel M. Tabas and Evelyn R. Tabas, the brother
of Lee E. Tabas and the brother-in-law of Howard Wurzak and Murray Stempel, III.
NOMINEES FOR CLASS III DIRECTORS
Carl M . Cousins is a Director of the corporation, and is the owner and
principal veterinarian of Fairmount Animal Hospital in Philadelphia,
Pennsylvania.
John M. Decker is a Senior Vice President and Senior Lender of Royal
Bank of Pennsylvania and a Director of the corporation.
Evelyn R. Tabas is a Director of the corporation and is involved in a
variety of community and charitable causes and endeavors including Trustee,
Daniel M. Tabas Family Foundation; Trustee, Bank Street College; General
Partner, Rome Enterprises; Director, United Cerebral Palsy, Philadelphia;
Founding Member, American Family Institute; and Advisory Board, Drexel
University Department of Education. She is the wife of Daniel M. Tabas, the
mother of Lee E. Tabas and Robert R. Tabas and the mother-in-law of Howard
Wurzak and Murray Stempel, III.
Lee E. Tabas is a Director of the corporation, an adjunct professor at
Philadelphia University and an independent investor. He is the son of Daniel M.
Tabas, the brother of Robert R. Tabas and the brother-in-law of Howard Wurzak
and Murray Stempel, III.
Edward B. Tepper is a Director of the corporation and the President of
Tepper Properties, a real estate investment company in Villanova.
9
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The committees of the Board of Directors are the Executive Board, the
Audit Committee, and the Compensation Committee. The corporation does not have a
standing Nominating Committee. A shareholder who desires to propose an
individual for consideration by the Board of Directors as a nominee for director
should submit a proposal in writing to the Secretary of the corporation in
accordance with Section 10.1 of the corporation's Bylaws. Any shareholder who
intends to nominate any candidate for election to the Board of Directors must
notify the Secretary of the corporation in writing not less than 60 days prior
to the date of the annual meeting of shareholders or not later than 7 days after
the date on which notice was given for any other meeting of shareholders called
for the election of one or more directors.
The Executive Board of the Board of Directors conducted twenty-six
meetings in 2001. The members of the Executive Board during 2001 were Daniel M.
Tabas, Robert R. Tabas, Joseph P. Campbell, Albert Ominsky, Gregory T. Reardon,
Howard Wurzak, and Carl M. Cousins. The Executive Board has authority to
supervise and direct the finances and business of the corporation between the
regular meetings of the Board of Directors.
The Audit Committee met four times in 2001. The members of the Audit
Committee during 2001 were Gregory T. Reardon, Chairman, Jack R. Loew, Edward B.
Tepper and Anthony J. Micale. Daniel M. Tabas, Joseph P. Campbell and James J.
McSwiggan attended the meetings in an ex officio capacity. The Audit Committee
supervises the corporation's internal audit staff and reviews the outside
certified public accounting firm's audit and management reports, which are
conducted annually.
The Compensation Committee met once in 2001. The members of this
committee in 2001 were Jack R. Loew, Chairman, Edward B. Tepper, Carl M.
Cousins, and Gregory T. Reardon. Daniel M. Tabas, Joseph P. Campbell and James
J. McSwiggan attended the meetings in an ex officio capacity. The committee
reviews and determines compensation for all officers and employees of the
corporation. The committee also has the authority to manage, administer, amend
and interpret the corporation's Employees' Stock Option and Appreciation Rights
Plan and to determine, among other things:
o The employees to whom awards shall be made under the plan;
o The type of the awards to be made and the amount, size and terms of the
awards; and
o When awards shall be granted.
The Investment Committee met seven times in 2001. The members of this
committee in 2001 were Daniel M. Tabas, Chairman, Joseph P. Campbell, James J.
McSwiggan, Albert Ominsky, Anthony J. Micale, Murray Stempel, John M. Decker and
Jeffrey Hanuscin.
The Board of Directors of the corporation held fourteen formal meetings
during 2001. Each director attended at least 75% of the aggregate number of
meetings of the Board of Directors and the various committees on which he or she
served.
10
REMUNERATION OF DIRECTORS AND OFFICERS AND OTHER TRANSACTIONS
Each member of the Board of Directors received a fee of $750 per board
meeting attended prior to July 1, 2001, and $1,000 per board meeting attended
after July 1, 2001. Additionally, directors received $400 for each committee
meeting attended prior to July 1, 2001, and $450 for each committee meeting
attended after July 1, 2001. Directors who are also employees of the corporation
are not compensated for attendance at committee meetings.
Supplemental Executive Retirement Plan
The bank has established the Royal Bank Supplemental Executive
Retirement Plan for its executive officers and other key employees for the
purpose of providing supplemental income benefits to plan participants or their
survivors upon participants' retirement or post-retirement death. The bank has
established and maintains a grantor "rabbi" trust for the purpose of
accumulating funds with which to meet the bank's future obligations under the
plan. Although the trust is irrevocable and assets contributed to the trust can
only be used to pay such benefits with certain exceptions, the benefits under
the plan remain obligations of the bank. The bank has purchased company-owned
life insurance policies for its benefit on the lives of certain participants
estimated to be sufficient to recover, over time, the cost of benefits provided
plus the cost of insurance. Estimated annual benefits payable upon retirement to
participants are intended to provide participants a single life annuity with 120
months certain, commencing at normal retirement age 60, at the rate of up to a
maximum of 50% of each Group 1 participant's final average recognized
compensation (averaged over the three consecutive years which produce the
highest average), not to exceed $150,000; at the rate of up to a maximum of 35%
of each Group 2 participant's final average recognized compensation (averaged
over the 3 consecutive years that produce the highest average), not to exceed
$50,000; and at the rate of up to a maximum of 20% of each Group 3 participant's
final average recognized compensation (averaged over the three consecutive years
which produce the highest average), not to exceed $20,000.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ESTIMATED MAXIMUM ANNUAL BENEFITS AT AGE 60
FINAL AVERAGE SALARY GROUP 1 GROUP 2 GROUP 3
(FAS) PARTICIPANTS PARTICIPANTS PARTICIPANTS
- -------------------- ------------ ------------ ------------
$ 75,000 $ 37,500 $26,250 $15,000
$100,000 $ 50,000 $35,000 $20,000
$125,000 $ 62,500 $43,750 $20,000
$150,000 $ 75,000 $50,000 $20,000
$175,000 $ 87,500 $50,000 $20,000
$200,000 $100,000 $50,000 $20,000
$247,000 $123,500 $50,000 $20,000
$347,000 $150,000 $50,000 $20,000
11
Employee options/SAR Grants in Fiscal Year 2001
Potential Realized
Value at
Assumed Annual
Number of % of Total Rates of Stock Price
Securities Options/SARS Exercise Appreciation for
Underlying Granted to or Base Option Term ($)
Options/SARS Employees Price Expiration ---------------------------
Name Granted (#)(1) In Fiscal Years ($/Sh)(2) Date 5% 10%
- ----------------------------------------------------------------------------------------------------------------------------
Daniel M. Tabas 34,524 22.263% 13.661 4/20/11 296,607.06 751,660.52
Joseph P. Campbell 25,179 16.237% 13.661 4/20/11 216,321.09 548,200.10
James J. McSwiggan 11,692 7.540% 13.661 4/20/11 100,449.82 254,559.58
Robert R. Tabas 9,228 5.951% 13.661 4/20/11 79,280.79 200,913.08
Murray Stempel, III 6,985 4.504% 13.661 4/20/11 60,010.44 152,078.23
- -------------------
(1) Pursuant to the employee stock option plan, the options are exercisable at
20% per year after the date of grant and must be exercised within ten years
of the grant (April 19, 2001).
(2) Securities underlying stock options have been adjusted for the
corporations' 2001 stock dividend.
Aggregated Option/SAR Exercises in Last Fiscal Year and 2001 Option/SAR Values
Number of Securities
Underlying Unexercised Value of
Shares Options/SARS Unexercised in-the Money
Acquired At Options/SARS at
on Value December 31, 2001 December 31, 2001(1)
Name Exercise (#) Realized($) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
---- ---------- ----------- -------------- ---------------- -------------- ----------------
Daniel M. Tabas -- -- 129,680 52,432 3,000,926 288,467
Joseph P. Campbell 823 9,025 29,739 36,443 612,769 200,328
James J. McSwiggan 823 8,948 23,283 17,946 497,459 99,610
Robert R. Tabas 5,373 119,474 29,990 14,673 723,631 81,771
Murray Stempel, III -- -- 4,572 10,361 61,197 56,961
- -------------------
(1) Value of unexercised options/SARS is based upon the closing stock price at
December 31, 2001, of $19.01.
During 2001, no present or former officer or employee of the
corporation or its subsidiary, and no individual who had a relationship with the
corporation requiring disclosure under Item 404 of Regulation S-K, participated
in deliberations of the Compensation Committee concerning executive officer
compensation. Joseph P. Campbell, James J. McSwiggan and Daniel M. Tabas
attended the meetings in an ex-officio capacity, but did not vote.
12
Summary Compensation Table
The following table sets forth all compensation paid by the corporation
to the Chief Executive Officer and each of the four most highly compensated
non-CEO executive officers whose total annual salary and bonus exceeded $100,000
in 2001, for services rendered during the past three fiscal years.
Other Restricted Securities All
Annual Stock Underlying Other
Compensation Awards Options Compensation
Name and Principal Position Year Salary($) Bonus ($)(1) ($) ($) SARS(#)(2) ($)(3)
- -----------------------------------------------------------------------------------------------------------------
Daniel M. Tabas 2001 351,000 365,274 68,000 -- 34,524 2,550
Chairman of the Board 2000 338,733 301,886 46,250 -- 8,347 2,550
1999 328,680 172,655 32,000 -- 9,114 2,550
Joseph P. Campbell 2001 256,000 277,608 12,000 -- 25,179 2,550
President & CEO 2000 247,200 229,443 9,000 -- 8,347 2,550
1999 199,385 117,000 6,000 -- 4,067 2,550
James J. McSwiggan 2001 159,000 121,758 12,000 -- 11,692 2,550
Treasurer and CFO 2000 153,476 100,629 9,000 -- 3,422 2,550
1999 135,800 44,702 3,000 -- 3,118 2,550
Robert R. Tabas 2001 125,500 82,795 12,000 -- 9,228 2,550
Vice Chairman of the Board 2000 121,363 68,427 9,000 -- 2,706 2,550
1999 117,761 35,348 6,000 -- 2,909 2,550
Murray Stempel, III 2001 95,000 82,758 11,250 -- 6,985 2,550
Senior Vice President 2000 85,000 52,327 7,500 -- 1,896 2,550
1999 75,000 22,500 6,000 -- 1,852 2,550
- -----------------------------------------------------------------------------------------------------------------
(1) Bonuses of Daniel M. Tabas, Robert R. Tabas, Joseph R. Campbell, James J.
McSwiggan and Murray Stempel, III are performance based and tied to goals
set by the Compensation Committee.
(2) Securities underlying stock options have been adjusted for the
corporation's 2001 stock dividend.
(3) Consists of the Bank's contribution to its Employee 401(k) Pension Plan,
under which the Board of Directors has an obligation to match 100% of the
total employee contributions up to an annual maximum of $2,550. The Plan is
administered by Flanagan Financial Group, Inc. Each employee participant is
entitled to contribute up to 15% of his gross salary. Senior management
executives are asked to refrain from contributing to the plan in the event
the administrator determines their contributions would make the Plan top
heavy. Each participant in the Plan will have credited to his Participant's
Benefit Account his proportionate share of all appropriate amounts. Future
benefits are based on future contributions.
13
Compensation Committee Report on Executive Compensation
The Board of Directors of Royal Bancshares of Pennsylvania, Inc. is
responsible for the governance of the corporation and its subsidiaries. In
fulfilling its fiduciary duties, the Board of Directors acts in the best
interests of the corporation's shareholders, customers and the communities
served by the corporation and its subsidiaries. To accomplish the strategic
goals and objectives of the corporation, the Board of Directors engages
competent persons to accomplish these objectives with integrity and in a
cost-effective manner. The compensation of these individuals is part of the
Board of Directors' fulfillment of its duties to accomplish the corporation's
strategic mission. The corporation provides compensation to its employees.
The fundamental philosophy of the corporation's and the Bank's
compensation program is to offer competitive compensation opportunities for all
employees based on the individual's contribution and personal performance. The
compensation program is administered by a committee comprised of outside
directors. The objectives of the compensation committee are to establish a fair
compensation policy to govern executive officers' base salaries and incentive
plans, to attract and motivate competent, dedicated, and ambitious managers
whose efforts will enhance the products and services of the corporation, the
results of which will be improved shareholder value.
The Chief Executive Officer's compensation consists of a base salary, a
bonus and perquisites. Mr. Campbell received a base salary of $256,000 and a
bonus in the amount of $277,608 in light of the corporation's 2001 performance
accomplishments. For 2001, the CEO bonus was directly tied to specific
performance goals, some of which are listed below. The CEO's 2001 compensation
was based on the Committee's subjective determination after a review of all
information, including the below, that it deems relevant. Future methods of
determining CEO compensation may differ.
Consolidated earnings for the twelve months ended December 31, 2001,
were $15,754,000, as compared to $14,260,000 for the same period ended in 2000.
Consolidated basic earnings per share for the year ended, December 31, 2001,
were $1.39 versus $1.26 for the same period in 2000. Consolidated assets were
$930,980,000 at December 31, 2001, as compared to $630,081,000 at December 31,
2000. Net loans and mortgages increased to $634,347,000 at December 31, 2001, as
compared to $411,973,000 at December 31, 2000. Total investment securities
increased to $222,658,000 at December 31, 2001, as compared to $156,254,000 at
December 31, 2000. Total deposits at December 31, 2001, increased to
$701,860,000 compared to $472,582,000 at December 31, 2000.
The Committee increased the aggregate base compensation of the four
most highly compensated non-CEO executives by 4.57% to 2001 aggregate
compensation of $730,500. The Committee also awarded bonuses to the four most
highly compensated non-CEO executive officers in the aggregate amount of
$652,585.
Total compensation opportunities available to the employees of the
corporation are influenced by general labor market conditions, the specific
responsibilities of the individual, and the individual's contributions to the
corporation's success. Individuals are reviewed annually on a calendar year
basis. The corporation strives to offer compensation that is competitive with
that offered employees of comparable size and performance in our industry.
Through these compensation policies, the corporation strives to meet its
strategic goals and objectives to its constituencies and provide compensation
that is fair and meaningful to its employees.
Compensation Committee
Jack R. Loew, Chairman Daniel M. Tabas (ex officio)
Carl M. Cousins, D.V.M. Joseph P. Campbell (ex officio)
Edward B. Tepper James J. McSwiggan (ex officio)
Gregory T. Reardon
14
THE AUDIT COMMITTEE
The Board of Directors maintains an Audit Committee. The membership of
this committee consists of the following outside Directors: Gregory T. Reardon,
Chairman, Edward B. Tepper, Anthony J. Micale and Jack R. Loew. The Audit
Committee arranges examinations by the corporation's independent certified
public accountant, reviews and evaluates the recommendations of the
examinations, receives all reports of examination of the corporation and the
Bank by regulatory agencies, analyzes such reports and reports the results of
its analysis of the regulatory reports to the corporation's Board. The committee
also receives reports directly from the corporation's internal auditors on a
quarterly basis, and recommends any action to be taken. The Audit Committee met
4 times in 2001. In 2002, the Audit Committee will meet at least 4 times.
The Audit Committee Report:
The Audit Committee ("Committee") oversees the Corporation's financial
reporting process on behalf of the Board of Directors. In that connection, the
Committee, along with the Board of Directors, has formally adopted an audit
committee charter setting forth its responsibilities.
Management has the primary responsibility for the financial statements
and the reporting process including the systems of internal control. In
fulfilling its oversight responsibilities, the Committee reviewed the audited
financial statement in the Annual Report with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements.
The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Corporation's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent auditors the auditors' independence
from management and the Corporation, including the matters in the written
disclosures required by the Independence Standards Board and considered the
compatibility of non-audit services with the auditors' independence.
The Committee discussed with the Corporation's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Corporation's internal controls and the overall quality of the Corporation's
financial reporting. The Committee and the Board of Directors have also approved
the selection of the Corporation's independent auditors. The Committee held four
meetings during the year in addition to a joint teleconference to review the
fourth quarter 2001 results with the financial auditors and management prior to
press release.
In reliance on the reviews and discussions referred to above, the
Committee recommends to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
Gregory T. Reardon, Chairman Jack R. Loew
Anthony J. Micale Edward B. Tepper
15
Independent Public Accountants
The Audit Committee selected Grant Thornton, L.P. as the corporation's
principal independent certified public accountant for 2001. Representatives of
Grant Thornton, L.P. will attend the corporation's Annual Meeting of
Shareholders, will have the opportunity to make a statement if they desire to do
so, and will be expected to be available to respond to appropriate questions.
Audit Fees
The aggregate fees billed by Grant Thornton, L.P. for the audit of the
corporation's 2001 financial statement and review of the financial statements
included in the corporation's Forms 10-Q for the year 2001 were $82,500.
Financial Information Systems Design and Implementation Fees.
Grant Thornton, L.P. did not perform any such services for the
corporation.
All Other Fees
The aggregate fees billed by Grant Thornton, L.P. for all other
professional services rendered to the corporation during 2001, other than those
disclosed above, were $32,600.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In the ordinary course of business, Royal Bank of Pennsylvania, the
corporation's wholly-owned banking subsidiary, has had, and expects to have in
the future, banking transactions with directors, officers of the Bank, principal
shareholders of the corporation and their associates which involve substantially
the same terms, including interest rates, collateral and repayment terms as
those prevailing at the time for comparable transactions with others, and no
more than the normal risk of collectability or other unfavorable features.
During the three years ended December 31, 2001, no transaction of the above
nature exceeded $10,844,900 or 10 percent of the equity capital accounts of the
corporation.
The largest aggregate amount of indebtedness to the corporation and the
Bank during the year 2001, by all directors and officers of the corporation and
bank as a group, and their associates, was $15,631,611. The total of such
outstanding loans at December 31, 2001, was $8,393,000. Interest rates for fixed
rate loans ranged from 8.5 percent to 9.125 percent. Floating interest rates
ranged from prime to prime plus 1.0 points.
16
The corporation has had and intends to have business transactions in
the ordinary course of business with directors, officers and associates on
comparable terms as those prevailing from time to time for other non-affiliated
vendors of the corporation. During 2001, the corporation used the services of
the Radisson Twelve Caesars hotel and banquet facilities for customer, director
and employee appreciation activities. The Radisson Twelve Caesars complex is
managed by Howard Wurzak and owned by Daniel M. Tabas. During 2001, the
corporation also rented billboards for advertising purposes from: the Samuel
Tabas Family Foundation, for which Daniel M. Tabas and Richard Tabas serve as
Trustees; and Acorn Iron, Inc., a corporation owned by Daniel M. Tabas.
COMMON STOCK PERFORMANCE GRAPH
The following performance graph shows cumulative investment returns to
shareholders based on the assumption that an investment of $100 was made on
December 31, 1996 (with all dividends reinvested), in each of the following:
o Royal Bancshares of Pennsylvania, Inc. Class A common stock;
o the stock of all United States companies trading on the NASDAQ market;
and
o common stock of the peer group of Mid-Atlantic banks with greater than
$500 million in assets.
Royal Bancshares of Pennsylvania, Inc.
[GRAPHIC Omitted]
Period Ending
---------------------------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- -----------------------------------------------------------------------------------------------------------------
Royal Bancshares of Pennsylvania, Inc. 100.00 221.51 163.82 176.82 175.97 277.88
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
Royal Bancshares Peer Group** 100.00 151.16 163.48 131.11 124.18 164.33
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2002.
Used with permission. All rights reserved. crsp.com.
** The Royal Bancshares Peer Group consists of banks located in the
Mid-Atlantic region, trade on the major exchanges, and have total assets
between $500M and $1B.
17
BENEFICIAL OWNERSHIP - COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the corporation's officers and directors, and persons who own more than
10% of the registered class of the corporation's equity securities, to file
reports of ownership and changes in ownership with the SEC. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish the
corporation copies of all Section 16(a) forms they file.
Based solely on its review of forms received from certain reporting
persons, or written representations from reporting persons that no Forms 5 were
required for those persons, the corporation believes that during the period
January 1, 2001 through December 31, 2001, its officers and directors were in
compliance with all filing requirements applicable to them.
LEGAL PROCEEDINGS
In the opinion of the management of the corporation, there are no
proceedings pending to which the corporation and the bank are a party or to
which its property is subject, which, if determined adversely to the corporation
and the bank, would be material in relation to the corporation's and the bank's
financial condition. There are no proceedings pending other than litigation
incident to the business of the corporation and the bank. In addition, no
material proceedings are pending or are known to be threatened or contemplated
against the corporation or the bank by government authorities.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions
of the proxy rules of the SEC, wishes to submit a proposal for inclusion in the
corporation's proxy statement for its 2003 Annual Meeting of Shareholders must
deliver the proposal in writing to the Secretary of Royal Bancshares of
Pennsylvania, Inc. at its principal executive offices, 732 Montgomery Avenue,
Narberth, Pennsylvania 19072, not later than Tuesday, December 24, 2002.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the proxyholders intent to vote on such matters in accordance with their best
judgment.
ADDITIONAL INFORMATION
WE ENCLOSE A COPY OF THE CORPORATION'S 2001 ANNUAL REPORT TO SHAREHOLDERS.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, WE WILL PROVIDE A COPY OF THE
CORPORATION'S REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2001,
INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, AS REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER
THE SECURITIES AND EXCHANGE ACT OF 1934. REQUESTS SHOULD BE ADDRESSED TO JAMES
J. McSWIGGAN, TREASURER AND CFO, ROYAL BANCSHARES OF PENNSYLVANIA, INC., 732
MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072.
18
REVOCABLE PROXY
Royal Bancshares of Pennsylvania, Inc.
Annual Meeting of Shareholders
to be held on May 15, 2002
THIS PROXY IS SOLICITED on behalf of THE BOARD OF DIRECTORS.
The undersigned hereby Constitutes and appoints Joseph P. Campbell and Richard
S. Hannye, and each or any of them, proxies of the undersigned, with full power
of substitution, to vote all of the Shares of the Class A Common Stock and all
of the Shares of the Class B Common Stock of Royal Bancshares of Pennsylvania,
Inc. that the undersigned may be entitled to vote, at the Annual Meeting of
Shareholders to be held at the Hilton Hotel Philadelphia, 4200 City Line Avenue,
Philadelphia, Pennsylvania 19131, on Wednesday, May 15, 2002, at 6:30 p.m.,
prevailing time, and at any adjournment or postponement thereof as follows:
1. Election of Directors.
To elect five Class III Directors to serve a term of three-years and until their
successors are elected and qualified:
Carl M. Cousins, John M. Decker, Evelyn R. Tabas
Lee E. Tabas and Edward B. Tepper
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
The Board of Directors recommends a vote FOR the election of the nominees listed
above.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting and any adjournment or postponement
thereof.
This Proxy, when properly signed, will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for all nominees listed above.
Joseph P. Campbell and Richard S. Hannye, the persons named as proxies, will
have the right to vote cumulatively and to distribute their votes among the
nominees as they consider advisable, unless a shareholder indicates on his or
her proxy how he or she desires the votes to be cumulated for voting purposes.
It is important that your shares be represented at the meeting. Please sign,
date and return this proxy to the corporation as promptly as possible in the
enclosed envelope whether or not you plan to attend this meeting. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title. If more than one trustee, all should sign. If stock is held jointly, each
owner should sign. This proxy is revocable at any time before it is exercised,
and may be withdrawn if you elect to attend the annual meeting and wish to vote
in person, after giving written notice to the secretary of the Corporation.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY