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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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 Rule 14a-11(c) or Rule 14a-12
CITFED BANCORP, INC.
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CITFED BANCORP, INC.
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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:
- - --------------------------------------------------------------------------------
[x] 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.:
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(3) Filing party:
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(4) Date filed:
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[CITFED BANCORP, INC. LETTERHEAD]
June 10, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of CitFed Bancorp,
Inc., I cordially invite you to attend the Annual Meeting of Stockholders of
the Corporation. The Meeting will be held at 2:00 p.m. (Eastern Daylight
Time), on July 26, 1996, at the Corporation's executive offices in the Savers
Club Auditorium, One Citizens Federal Centre, Dayton, Ohio.
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement discusses the business to be conducted at the Meeting. We have also
enclosed a copy of the Corporation's Annual Report to Stockholders. At the
meeting we will report on the Corporation's operations and outlook for the year
ahead.
I encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will save the
Corporation additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
Jerry L. Kirby
JERRY L. KIRBY
Chairman of the Board, President
and Chief Executive Officer
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CITFED BANCORP, INC.
ONE CITIZENS FEDERAL CENTRE
DAYTON, OHIO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 26, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of CitFed Bancorp, Inc. ("CitFed" or the "Corporation") will be held
at the Corporation's executive offices in the Savers Club Auditorium, One
Citizens Federal Centre, Dayton, Ohio, on Friday, July 26, 1996, at 2:00 p.m.
(Eastern Daylight Time). A Proxy Card and a Proxy Statement for the Meeting
are enclosed.
The Meeting is for the purpose of:
I. Electing three directors of the Corporation;
II. Approving an amendment to Article Fourth of CitFed's
Certificate of Incorporation to increase the total number of shares of all
classes of stock which the Corporation shall have the authority to issue to
forty-five million (45,000,000), consisting of fifteen million (15,000,000)
shares of preferred stock and thirty million (30,000,000) shares of common
stock;
III. Approving an amendment to the 1991 Stock Option and Incentive
Plan to increase by 280,000 the number of shares reserved for issuance
thereunder (which is less than 5.00% of the issued and outstanding shares of
the Corporation's common stock); and
such other matters as may properly come before the Meeting, or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned or postponed. Stockholders of record at the close of
business on May 31, 1996 will be entitled to vote the number of shares held of
record in their names on that date.
You are requested to complete and sign the enclosed form of proxy
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
John H. Curp
JOHN H. CURP
Corporate Secretary
Dayton, Ohio
June 10, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
CITFED BANCORP, INC.
ONE CITIZENS FEDERAL CENTRE
DAYTON, OHIO
ANNUAL MEETING OF STOCKHOLDERS
JULY 26, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of CitFed Bancorp, Inc.
("CitFed" or the "Corporation") to be used at the Annual Meeting of
Stockholders of the Corporation (the "Meeting"), to be held at the Corporation's
executive offices in the Savers Club Auditorium, One Citizens Federal Centre,
Dayton, Ohio, on July 26, 1996, at 2:00 p.m. (Eastern Daylight Time), and at
all adjournments or postponements of the Meeting. The accompanying Notice of
Meeting and this Proxy Statement are first being mailed to stockholders on or
about June 10, 1996. Certain of the information provided herein relates to
Citizens Federal Bank, F.S.B. (the "Bank"), a wholly owned subsidiary and the
predecessor of the Corporation.
At the Meeting, the stockholders of the Corporation are being asked to
consider and vote upon (i) the election of three directors of the Corporation,
(ii) the approval of an amendment to Article Fourth of CitFed's Certificate of
Incorporation to increase the total number of shares of all classes of stock
which the Corporation shall have the authority to issue to forty-five million
(45,000,000), consisting of fifteen million (15,000,000) shares of preferred
stock and thirty million (30,000,000) shares of common stock and (iii) the
approval of an amendment to the 1991 Stock Option and Incentive Plan (the
"Stock Option Plan") to increase by 280,000 shares the number of shares
reserved for issuance thereunder (which is less than 5.00% of the issued and
outstanding shares of the Corporation's common stock).
VOTING RIGHTS AND PROXY INFORMATION
All shares of common stock, par value $.01 per share, of the
Corporation (the "Common Stock") represented at the Meeting by properly
executed proxies received prior to or at the Meeting, and not revoked, will be
voted at the Meeting in accordance with the instructions thereon. Proxies
solicited on behalf of the Board of Directors of the Corporation will be voted
in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the proposals set forth in this Proxy
Statement for consideration at the Meeting. The Corporation does not know of
any matters, other than as described in the Notice of Meeting, that are to come
before the Meeting. If any other matters are properly presented at the Meeting
for action, the persons named in the enclosed form of proxy will have the
discretion to vote on such matters in accordance with their best judgment.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Corporation at or before the Meeting a written notice of revocation bearing
a later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Corporation at or
before the Meeting; or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to John H. Curp, Secretary, CitFed Bancorp, Inc., One Citizens Federal Centre,
Dayton, Ohio.
One-half of the shares of the Common Stock present, in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Proxies marked as abstaining will be treated as present for purposes of
determining a quorum at the Meeting and will be counted as present and entitled
to vote on any matter as to which abstention is indicated. Proxies returned by
brokers as "non-votes" on behalf of shares held in street name, because the
beneficial owners discretion has been withheld as to one or more matters on
the agenda for the Meeting, will be treated as present for purposes of
determining a quorum for the Meeting, but will not be counted as voting on any
matter as to which a non-vote is indicated on the broker's proxy.
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VOTING REQUIRED FOR APPROVAL OF PROPOSALS
Directors shall be elected by a plurality of the shares present in
person or represented by proxy at the Meeting and entitled to be voted on the
election of directors. Approval of the proposal to amend the Corporation's
Certificate of Incorporation requires the affirmative vote of the holders of at
least a majority of the shares entitled to be voted at the Meeting. Approval of
the proposal to amend the Stock Option Plan, and in all other matters, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on May 31, 1996
will be entitled to one vote for each share then held on all matters brought
before the Meeting. As of that date, the Corporation had 5,691,265 shares of
Common Stock issued and outstanding.
The following table sets forth information as of May 31, 1996
regarding the share ownership of (i) those persons who were known by management
to be the beneficial owners of more than 5% of the outstanding shares of Common
Stock and (ii) the shares of Common Stock beneficially owned by the executive
officers named below and all directors and executive officers as a group. For
information regarding the beneficial ownership of Common Stock by directors and
nominees of the Corporation, see "Proposal I - Election of Directors."
SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- - ------------------------------------ ------------------ --------
James Investment Research, Inc. and Frances E. James, Jr.
P.O. Box 8
Alpha, Ohio 45301(1) 293,969 5.165%
NAMED EXECUTIVE OFFICERS
- - ------------------------
Jerry L. Kirby (2)
President, Chief Executive Officer and Chairman
of the Board of CitFed and the Bank 114,862 1.994%
William M. Vichich (2)
Executive Vice President, Chief Operating Officer and
Chief Financial Officer of CitFed and the Bank 57,401 1.004%
Mary L. Larkins (2)
Senior Vice President of CitFed and the Bank, Executive
Vice President of CitFed Mortgage Corporation 32,978 0.578%
John H. Curp (2)
Senior Vice President and Secretary of CitFed, Senior
Vice President and Legal Counsel of the Bank 30,325 0.531%
Hazel L. Eichelberger (2)
Senior Vice President and Assistant Secretary of CitFed,
Senior Vice President and Secretary of the Bank 36,183 0.634%
All directors and executive officers of the Corporation
and the Bank as a group (18 persons) (2) 543,251 9.240%
- - -----------------------------------------------
(1) As reported by James Investment Research, Inc. ("JIR") and Frances E. James,
Jr., the President and controlling shareholder of JIR, in a Schedule 13D
dated May 5, 1994, JIR reported sole voting power with respect to 124,404
shares and sole dispositive power with respect to 293,969 shares and Mr.
James reported no voting power and sole dispositive power with respect to
293,969 shares as a result of the activities of JIR as a registered
Investment Advisor to several investment companies and investment manager
for several institutional accounts, none of which own in excess of 5% of the
Common Stock of the Corporation.
(2) This amount includes shares held directly, through the Bank's 401(k) Plan,
held by certain members of the named individuals' families, or held by
trusts of which the named individual is a trustee or substantial beneficiary
with respect to which shares the respective directors and officers may be
deemed to have sole or shared voting and/or investment power. Also included
in the above amounts are 70,500 shares, 26,810 shares, 13,940 shares, 14,490
shares, 13,290 shares and 187,933 shares of CitFed common stock subject to
options which are immediately exercisable or exercisable within 60 days of
the voting record date by Mr. Kirby, Mr. Vichich, Ms. Larkins, Mr. Curp, Ms.
Eichelberger and all directors and executive officers as a group,
respectively. Not reported in the above table are 132 shares of Common Stock
owned by Mr. Philip Essig, who resigned from employment with the Corporation
and the Bank during the fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
GENERAL
The Corporation's Board of Directors consists of ten members and is
divided into three classes, with each class consisting of approximately
one-third of the Board. Approximately one-third of the directors are elected
annually and are generally elected to serve for a three-year period or until
their respective successors are elected and qualified.
The following table sets forth certain information, as of May 31,
1996, regarding the composition of the Corporation's Board of
Directors, including each director's term of office. The Board of Directors
acting as the nominating committee has recommended and approved the nominees
identified in the following table. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to a nominee) will be voted at the Meeting FOR the election of the
nominees identified below. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why a nominee might be unable to serve if
elected. Except as disclosed herein, there are no arrangements or
understandings between any nominee and any other person pursuant to which the
nominee was selected.
SHARES OF
COMMON STOCK PERCENT
POSITION(S) HELD DIRECTOR TERM TO BENEFICIALLY OF
NAME AGE(1) IN CITFED SINCE(2) EXPIRE OWNED CLASS
- - ---------------------------------------------------------------------------------------------------------
NOMINEES
Cheryl A. Craigie 39 Director 1993 1999 4,250(3) 0.075%
Allen M. Hill 50 Director 1987 1999 15,116(3) 0.265%
Gilbert P. Williamson 58 Director 1994 1999 5,000(3) 0.088%
DIRECTORS CONTINUING IN OFFICE
Jerry L. Kirby 61 President, Chief 1974 1998 114,862(4) 1.994%
Executive Officer and
Chairman of the Board
Donald E. Broehm 66 Director 1982 1998 13,473(3) 0.237%
Clarence E. Bowman, Jr. 42 Director 1989 1998 10,667(3) 0.187%
Paul F. Dillenburger 47 Director 1989 1998 7,889(3) 0.139%
Larry R. Ritter 52 Director 1987 1997 8,535(3) 0.150%
James E. Walsh 66 Director 1977 1997 10,667(3) 0.187%
Leon A. Whitney 66 Director 1984 1997 21,330(3)(5) 0.375%
- - ---------------------------------
(1) At March 31, 1996.
(2) Includes service as a director of the Bank.
(3) Includes shares held directly, including 4,000 shares subject to options
which are immediately exercisable, as well as shares which are held in
retirement accounts; or held by certain members of the named director's
family, with respect to which shares such director may be deemed to have
sole or shared voting and/or investment power.
(4) Includes shares held directly, including 70,500 shares subject to options
which are immediately exercisable, as well as shares which are held in
retirement accounts, with respect to which shares Mr. Kirby may be deemed to
have sole or shared voting and/or investment power.
(5) Includes 664 shares held directly by Mr. Whitney's spouse.
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The business experience of each director of CitFed is set forth below.
All directors have held their present position for at least five years unless
otherwise indicated.
CHERYL A. CRAIGIE - Ms. Craigie is the vice president and general
manager of television station WDTN-TV 2 in Dayton, Ohio, a position she has
held since 1991. From 1988 until 1991, she was the general, national and local
sales manager of television station KMBC-TV in Kansas City, Missouri. In
addition to serving on the Board of Directors of CitFed, other current board
appointments include the Multiple Sclerosis Society, the Dayton Area Chamber of
Commerce, the Wright State University Foundation and the Dayton Philharmonic
Orchestra Association. Ms. Craigie holds a bachelor's degree in journalism
from Penn State University. She has also taken graduate courses at the Sterling
Institute and at Harvard's Graduate School of Business Administration.
ALLEN M. HILL - Mr. Hill is the president and chief executive officer
of the Dayton Power and Light Company (DP&L), having served in various
capacities since 1965. He also serves as a member of the Board of Directors of
DP&L. In addition to serving on the Board of Directors of CitFed, he is also
serving on the following Boards: the Dayton Boys/Girls Club, the Miami Valley
Regional Planning Commission, the Ohio Electric Utility Institute, the Dayton
Art Institute and the Hipple Cancer Research Center. Mr. Hill received a
bachelor of science degree in electrical engineering and master of business
administration degree from the University of Dayton.
GILBERT P. WILLIAMSON - Mr. Williamson served as Chairman of the Board
and Chief Executive Officer of NCR Corporation from 1991 until he retired in
May 1993. Mr. Williamson was named Chairman and Chief Executive Officer of NCR
Corporation and became a member of AT&T's Management Executive Committee,
Operations Committee and Board of Directors following the purchase of NCR by
AT&T in 1991. Mr. Williamson joined NCR in 1962 as a systems engineer and moved
up through the company holding numerous positions prior to becoming President
and a member of the NCR Board in 1988. In addition to serving on the Board of
Directors of CitFed, he is also serving on the Boards of Directors of the
following companies: The Santa Cruz Operation, Inc., a software company
headquartered in Santa Cruz, California, Roberds, a furniture and home
electronics company headquartered in Dayton, Ohio and Retix, an open networking
company headquartered in Santa Monica, California. Mr. Williamson also serves
on a number of advisory boards and committees, and is included in numerous
community activities. Mr. Williamson holds a bachelor's degree in industrial
management from San Jose State University.
JERRY L. KIRBY - Mr. Kirby is Chairman of the Board, President and
Chief Executive Officer of CitFed, positions he has held since 1991. Mr. Kirby
joined the staff of the Bank in 1954 directly from having attended the
University of Michigan. He was named President and Chief Executive Officer of
the Bank in 1973 and additionally, in 1979, was elected Chairman of the Board
of the Bank. Mr. Kirby also serves on the Board of Directors of Roberds, a
furniture and home electronics company headquartered in Dayton, Ohio, as well
as on the Board of Directors of the Neff Folding Box Corporation, Supply One
Corporation, and the United Way of Dayton, Greene County and Preble County, for
which he served as campaign chairman in 1991. Mr. Kirby also serves on the
Dayton Business Committee as well as the Foundation Board of Trustees of
Sinclair Community College, the Wright State University Advisory Board for the
College of Business and Administration, the Board of Directions of Improved
Solutions for Urban Systems for the Greater Dayton Area and the Ohio Chamber of
Commerce. He is past chairman of both the Dayton Area Chamber of Commerce and
the Dayton Area Progress Council and served two terms on the Board of Directors
of the Cincinnati Branch, Federal Reserve Bank of Cleveland.
DONALD E. BROEHM - Mr. Broehm is the president of Mid-State Bolt and
Nut Corporation ("Mid-State"), a position he has held since 1976. Mr. Broehm
joined Mid-State in 1953. He is also the president of Trans-America
International, an importer of fasteners. He became a member of the Board of the
Bank in 1982 as a result of the merger with Ohio State Federal Savings and Loan
of which he was a Board member. He holds a bachelor of arts degree from Capital
University.
CLARENCE E. BOWMAN, JR. - Mr. Bowman is the owner and director of
Bowman Funeral Chapel in Dayton. Mr. Bowman has a master of science degree from
the Ohio State University, a bachelor of business administration from the
University of Cincinnati and he graduated from the Cincinnati College of
Mortuary Science.
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PAUL F. DILLENBURGER - Mr. Dillenburger has worked in the public
accounting field from 1971 to the present and is currently a self-employed
certified public accountant in Cincinnati, Ohio. Until 1989, he served as a
senior partner at Dillenburger, Beyer & Pearlman, Inc., a CPA firm which he
founded in 1975. As a result of the merger with Liberal Savings and Loan
Association, he became a member of the Bank' Cincinnati Advisory Board in 1983,
prior to joining the Board of Directors of the Bank in 1989. Mr. Dillenburger
received a bachelor of science degree in accounting from the University of
Notre Dame.
LARRY R. RITTER - Mr. Ritter has been a partner of Continental Real
Estate Corporation, a fully integrated firm dealing with real estate
development, property management and real estate brokerage services since 1989.
He is the former president and chief operating officer of Rax Restaurants, Inc.,
Columbus, Ohio, a position he assumed in 1985. He also served on the corporate
board of Rax Restaurants. Mr. Ritter has a master of business administration
degree from the University of Cincinnati and a bachelor of arts in economics
from Ohio State University.
JAMES E. WALSH - Mr. Walsh is a partner in Miller-Valentine
Construction. Mr. Walsh joined Miller-Valentine as a partner, vice president
and operations manager in 1964 and became the corporation's president in 1974,
and was the Chairman of the Board of Directors from 1988 through 1993. He is on
the Board of Directors of the West Central Ohio Chapter of Associated General
Contractors of America. Mr. Walsh received a bachelor of science degree in
civil engineering from the University of Dayton.
LEON A. WHITNEY - Mr. Whitney is the president of Baldwin & Whitney
Insurance Agency, Inc. In 1970 he was elected vice president and director and
became the Corporation's president in 1971. During his career he has served as
a member and chairman of several principal agent and insurance corporation
liaison groups and is currently active with many charitable and community
organizations. Mr. Whitney received a bachelor of arts degree in business
administration from the Ohio Wesleyan University.
The Board of Directors of the Bank currently consists of ten
directors, all of whom are directors of CitFed. The Board is divided into three
classes and approximately one-third of the directors are elected annually.
Because CitFed owns all of the issued and outstanding shares of capital stock
of the Bank, CitFed elects the directors of the Bank.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
MEETINGS AND COMMITTEES OF CITFED. Meetings of CitFed's Board of
Directors are generally held on a quarterly basis. The Board of Directors met
eight times during the fiscal year ended March 31, 1996. During fiscal 1996, no
incumbent director of CitFed attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he or she served. Directors are
not paid a fixed fee for serving on the Board of CitFed's however, each Board
member is paid a contingent fee at year end based on CitFed's return on equity
for the fiscal year. The fee paid to directors for fiscal 1996 was $1,000.
Directors of CitFed, who are not officers of CitFed, are also paid $250 per
committee meeting attended.
The Board of Directors of CitFed has standing Executive, Audit, Stock
Option and Incentive Plan, Compensation and Nominating Committees.
The Executive Committee is comprised of Directors Kirby, Hill, Walsh,
Whitney, and Williamson. To the extent authorized by the Board of Directors and
by the Corporation's bylaws, this committee exercises all of the authority of
the Board of Directors between Board meetings. Specifically, the committee
works with senior management to accomplish the goals and objectives of CitFed
and in formulating future business strategies. The Executive Committee did not
meet during fiscal 1996.
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The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports
and assures that the books and records of the Corporation and the Bank are kept
in accordance with applicable accounting principles and standards. The members
of the Audit Committee are James E. Walsh (Chairman), Leon A. Whitney, and Paul
F. Dillenburger. In fiscal 1996, this committee did not meet at the Corporation
level; however, the subsidiary Bank's audit committee, which serves the same
function and has the identical makeup, met two times during fiscal 1996.
The Stock Option and Incentive Plan Committee is comprised of
Directors Whitney and Williamson. This committee is responsible for
administering the Stock Option Plan. The Stock Option and Incentive Plan
Committee met four times during fiscal 1996.
The Compensation Committee, comprised of Directors Hill, Walsh and
Williamson, advises the Board on compensation issues. This committee met twice
during fiscal 1996.
The Nominating Committee is comprised of Directors Kirby, Bowman and
Walsh. This committee met once in fiscal 1996 and recommended nominees for
election as directors which were approved by the entire CitFed Board. While the
Board of Directors will consider nominees recommended by stockholders, the
Board has not actively solicited such nominations. Pursuant to the Corporation's
bylaws, nominations by stockholders must be delivered in writing to the
Secretary of CitFed at least 30 days before the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon request of the
managing officer or of three directors. The Board of Directors met 13 times
during fiscal 1996. During fiscal 1996, no incumbent director of the Bank
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he or she served. Directors who are not officers of the Bank
received an annual retainer of $6,000 and fees of $1,000 per month for each
Board meeting attended and $250 for each committee meeting attended during
fiscal 1996.
The Executive Committee of the Bank is composed of Directors Kirby,
Hill, Walsh, Whitney and Williamson. To the extent authorized by the Board of
Directors of the Bank and by the Bank's bylaws, this committee exercises all of
the authority of the Board of Directors between Board meetings. Specifically,
the committee works with senior management to accomplish the goals and
objectives in the Bank's business plan and in formulating future business
strategies. The Bank's Executive Committee did not meet during fiscal 1996.
The Compensation Committee of the Bank, whose members are the same as
the Corporation's compensation committee, is responsible for reviewing and
making recommendations with respect to salaries for Bank and subsidiary
personnel. Two meetings were held by this committee during fiscal 1996.
Nominees for election as directors are selected by the entire Board of
Directors of the Bank.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during fiscal 1996 were
Directors Hill, Walsh and Williamson. During fiscal 1996, Director Walsh had
loans outstanding with the Bank aggregating in excess of $60,000. All such
loans were made in the ordinary course of business, were made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and did not involve
more than the normal risk of collectability or present other unfavorable
features.
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EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities to the Corporation and the Bank for the years
ended March 31, 1996, 1995 and 1994 of those persons who were, at March 31,
1996, (i) CitFed's Chief Executive Officer and (ii) the other four most highly
compensated executive officers of the Corporation and the Bank (the "named
executive officers").
SUMMARY COMPENSATION TABLE
- - ----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
- - ---------------------------------------------------------------------------- ----------------------------
Awards Payouts
Other ------------------ -------
Fiscal Year Annual Restricted Options All Other
Ended Compen- Stock Shares LTIP Compen-
Name and Principal Position March 31 Salary Bonus sation(1) Awards(s) (#) Payouts sation
- - ----------------------------------------------------------------------------------------------------------------------
JERRY L. KIRBY 1996 $327,171 $131,708 $--- $--- --- $--- $ 3,443(2)
Chairman of the Board, President 1995 306,000 135,096 --- --- --- --- $ 3,136
and Chief Executive Officer of 1994 295,000 137,728 --- --- --- --- 212,028
CitFed and the Bank
WILLIAM M. VICHICH 1996 203,845 68,920 --- --- --- --- $ 5,310(2)
Executive Vice President, Chief 1995 190,000 59,916 --- --- --- --- $ 5,117
Operating Officer and Chief 1994 173,000 53,846 --- --- --- --- 132,577
Financial Officer of CitFed
and the Bank
MARY L. LARKINS 1996 167,500 49,783 --- --- --- --- $ 3,718(2)
Senior Vice President of CitFed 1995 160,000 50,456 --- --- --- --- $ 3,339
and the Bank, President of CitFed 1994 145,000 45,131 --- --- --- 40,705(3) 79,798
Mortgage Corporation of America
JOHN H. CURP 1996 130,970 35,577 --- --- --- --- $ 2,261(2)
Senior Vice President, Legal 1995 125,000 31,535 --- --- --- --- $ 2,188
Counsel and Secretary of CitFed, 1994 120,000 31,125 --- --- --- --- $ 68,531
Senior Vice President and Legal
Counsel of the Bank
HAZEL L. EICHELBERGER 1996 114,809 32,942 --- --- --- --- $ 3,395(2)
Senior Vice President of CitFed 1995 110,000 27,251 --- --- --- --- $ 3,373
and the Bank and Secretary of 1994 105,000 27,234 --- --- --- --- 142,858
the Bank
PHILIP M. ESSIG(4) 1996 174,036 16,399 --- --- --- --- $ 2,846(2)
Executive Vice President of 1995 160,000 40,365 --- --- --- --- $ 4,704
CitFed and the Bank 1994 160,000 41,500 --- --- --- --- $ 1,867
- - -----------------------------------------
(1) Certain executive officers of the Bank receive indirect compensation in the
form of personal benefits including; personal tax, financial and estate
planning services, club memberships and the use of automobiles. The amount
of such indirect compensation in fiscal 1996 did not exceed, with respect to
any executive officer, the lesser of $50,000 or 10% of the total amount of
annual salary and bonus paid to such officer.
(2) Consists of fiscal 1996 contributions by the Bank under its 401(k) plan of
approximately $0, $4,485, $3,071, $1,703, $2,526 and $1,907 and the
payment of insurance premiums by the Bank of $3,443, $825, $647, $558, $859
and $939 on behalf of officers Kirby, Vichich, Larkins, Curp, Eichelberger
and Essig, respectively.
(3) Includes a one-time distribution to Ms. Larkins under a long-term incentive
plan of CitFed Mortgage Corporation based on a seven year performance
period which ended during fiscal 1995. The bonus pool under the plan was
equal to 1% of the value of the increase in CitFed Mortgage Corporation's
loans serviced for others (determined in accordance with a formula which
considered a variety of criteria, including amortization rates, after-tax
discounts, delinquency rates, original maturity, foreclosure rates and
whether servicing was acquired through origination, purchase or merger) at
the end of the seven year period that began January 1, 1987. Distributions
to participants were based on such participant's total base compensation as
a percentage of total base compensation paid to all eligile participants
during the seven year period.
(4) Resigned from employment with the Corporation and the Bank during fiscal
1996.
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The following table provides information as to the number and value of
stock options held by the named executive officers at the fiscal year ended
March 31, 1996. No Stock Appreciation Rights have been granted under the Stock
Option Plan. At March 31, 1996 the price of CitFed's Common Stock was $35.50
per share, based on the closing price on March 29, 1996, the last day of
trading for the fiscal year ended March 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Number of Value of Unexercised
Unexercised In-the-Money
Options at Options at
Shares March 31, 1996 March 31, 1996(1)
Acquired on Value ---------------------------- ----------------------------
Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- - -----------------------------------------------------------------------------------------------------------------
Jerry L. Kirby 4,000 106,000 76,500 --- $2,027,250 ---
William M. Vichich 1,100 29,150 27,477 --- 728,141 ---
Mary L. Larkins 550 14,575 13,940 --- 369,410 ---
John H. Curp --- --- 14,490 --- 383,985 ---
Hazel L. Eichelberger 600 15,900 13,890 --- 368,085 ---
Philip M. Essig(2) 28,577 757,291 --- --- --- ---
- - ------------------------------------------
(1) Represents the aggregate market value of the named executive officer's stock
options as of March 31, 1996. The market value per share of Common Stock
is the difference between the market price per share of the Common Stock
($35.50 per share based upon the closing price per share of the Common Stock
as reported on the Nasdaq National Market on March 29, 1996, the last day of
trading for the fiscal year ended March 31, 1996, less the exercise price
of the options ($9.00 per share).
(2) Resigned from employment with the Corporation and the Bank during fiscal
1996.
EMPLOYMENT AGREEMENTS. The Bank has entered into employment agreements
with Messrs. Kirby, Vichich and Curp, Ms. Larkins, Ms. Eichelberger and four
other executive officers. The employment agreements provide for annual base
salaries in amounts not less than the employees' current salaries. The
employment agreements provide for an initial term of three years for Mr. Kirby,
two years for Mr. Vichich and Ms. Larkins, and one year for all others. The
agreements provide for termination upon the employee's death, for cause or in
certain events specified by OTS regulations. The employment agreements are
terminable by the employee upon 90 days notice to the Bank. The employment
agreements provide for payment to the employee of up to 299% for Mr. Kirby,
200% for Mr. Vichich and Ms. Larkins and 100% for all other individuals, of the
employee's five-year average compensation in the event there is a change in
control of the Bank where employment terminates involuntarily in connection
with such change in control or within twelve months thereafter. This
termination payment is subject to reduction by the amount of all other
compensation to the employee deemed for purposes of the Internal Revenue Code
of 1986, as amended (the "Code") to be contingent on a change in control. Such
termination payments are provided on a similar basis in connection with a
voluntary termination of employment, where the change in control was at any
time opposed by the Corporation's Board of Directors. For the purposes of the
employment agreements, a change in control is defined to mean: (i) the
acquisition by a person or group of persons of beneficial ownership of 25% or
more of the Common Stock of the Corporation, (ii) as a result of any cash
tender offer, merger or other business combination, sale of assets or contested
election, the persons who were directors of the Corporation cease to constitute
a majority of the Board, or (iii) the stockholders approve the sale or other
disposition of all or substantially all the assets of the Corporation;
provided, however, that any such events shall not constitute a "change of
control" if approved by the Corporation's Board. Assuming a change of control
had taken place as of March 31, 1996, the aggregate amount payable to Messrs.
Kirby, Vichich and Curp, Ms. Larkins and Ms. Eichelberger would have been
approximately $960,000, $400,000, $129,000, $335,000 and $113,000,
respectively.
The agreements also provide, among other things, for participation in
an equitable manner and employee benefits applicable to executive personnel.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Bank's subsidiary Board of Directors
has furnished the following report on executive compensation:
The Bank's Compensation Committee has responsibility for reviewing the
compensation policies and plans for the Bank's and its affiliates. The policies
and plans established are designed to achieve both short-term and long-term
operational performance of the Bank and to build stockholder value through both
dividend payout and anticipated price appreciation in CitFed's Common Stock as
a result of the Bank's performance.
One of the Committee's primary objectives in the compensation area is
to develop and maintain compensation plans which provide the Bank with the
means of attracting and retaining quality executives at competitive
compensation levels and to implement compensation plans which seek to motivate
executives to perform to the full extent of their abilities, which seek to
enhance the profitability of CitFed, and thus stockholder value, by aligning
closely the financial interest of CitFed's executives with those of its
stockholders. In determining compensation levels, plans and adjustments, the
Committee takes into account, among other things, compensation and benefit plan
studies and recommendations made by independent consultants each year. These
studies analyze and compare the Bank's compensation plans to other financial
institutions of similar make up and size. The Committee reviews the selection
of peer companies used for compensation comparison purposes. The studies focus
on base compensation, annual incentive compensation, equity based compensation,
and long term incentive compensation.
The Compensation Committee has established a goal of providing base
pay for executive officers at approximately ninety-five percent of the median
of the peer group, and a total cash compensation goal, including both base pay
and performance based incentive award opportunities, at the median level of the
peer group.
With respect to Mr. Kirby, at the beginning of fiscal 1996, his base
salary was $321,000. Effective April 1, 1996 the base salary granted to him was
$346,000. In determining Mr. Kirby's base salary the Committee took into
account a comparison of chief executive officers in the peer group of financial
institutions, the Bank's success in increasing its earnings over the previous
fiscal year, the status of non-performing assets, improving the Bank's
efficiency ratio, and increasing the Bank's return on average equity, while at
the same time expanding the Bank's core deposits and the market areas of both
the Bank's and its mortgage banking subsidiary. The Committee also took into
account the Bank's success in meeting its financial and nonfinancial objectives
as well as an overall assessment of Mr. Kirby's contribution to the 9% increase
in CitFed's stockholders equity, the resulting 30% appreciation in market
price for CitFed's stockholders and the 16.6% increase in the regular stock
dividend rate during 1996.
Each of the Bank's executive officers participates in the Annual
Incentive Plan. Target incentive award level opportunities are established for
each participant in the plan. The Annual Incentive Plan award payout formula is
based on the achievement of specially defined business and financial goals
relating to return on average equity, asset quality, increase in non-interest
income, improvement of CitFed's efficiency ratio, and overall corporate and
individual performance, as reviewed and approved by the Bank's Board of
Directors. These goals reflect aggressive, yet realistically achievable goals.
Threshold financial performance objectives are established which represent the
minimum acceptable performance levels required for incentive payout. Target and
outstanding attainment levels are also set which encourages over-achievement of
each goal.
For the fiscal year ended March 31, 1996, each of the Bank's executive
officers, including Mr. Kirby, received incentive cash compensation under the
guidelines of the Bank's annual incentive plan. Based upon Mr. Kirby's incentive
award opportunity and the Bank's performance in achieving its financial and
business goals, the amount of incentive cash compensation earned by Mr. Kirby
during the 1996 fiscal year was $131,708.
Upon the mutual to stock conversion of the Bank in 1992, the Bank and
CitFed have included stock options and restricted stock awards as key elements
in their total compensation package. Equity based compensation provides a long
term alignment of interests and results achieved for stockholders and the
compensation rewards provided to executive officers by providing those
executives and others on whom the continued success of the Corporation most
depends with a proprietary interest in CitFed. In 1991, the CitFed Stock Option
Plan and the CitFed MRP were adopted providing for the grant of several types
of equity based awards including stock options and restricted stock awards.
These plans were ratified by CitFed stockholders in 1992. Since the initial
awards in January, 1992, no additional
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restricted stock or stock options have been awarded to the Corporation's named
executive officers. Based upon the awards of restricted stock and stock options
and their respective vesting schedules, the remaining 4,588 shares of
restricted stock granted to Mr. Kirby in 1992 vested in fiscal 1996. All stock
options awarded to Mr. Kirby to date are vested.
Through the compensation programs described above, a significant
portion of the Bank's executive compensation is linked directly to individual
and corporate performance which is intended to result in stock price
appreciation. The Committee will continue to review the peer group and all
elements of compensation to assure that the compensation objectives and plans
meet CitFed's business objective and its philosophy of linking executive
compensation to stockholder interests as discussed above.
In 1993, Congress amended the Internal Revenue Code to add Section
162(m) to limit the corporate deduction for compensation paid to a corporation's
five most highly compensated officers to one million dollars per executive
per year, with certain exemptions. The Committee carefully reviewed the impact
of this legislation on the cost of the Bank's current executive compensation
plans. Under the legislation and regulations adopted thereunder, it is not
expected that any portion of CitFed's (or subsidiaries) deduction for employee
remuneration will be non-deductible in fiscal 1996 or in future years by reason
of compensation awards granted in fiscal 1996. The Committee intends to review
CitFed's (and subsidiaries) executive compensation policies on an ongoing
basis, and propose appropriate modifications, if the Committee deems them
necessary, to these executive compensation plans with a view toward
implementing CitFed's (and subsidiaries) compensation policies in a manner that
avoids or minimizes any disallowance of tax deductions under Section 162(m).
The foregoing report is furnished by the Compensation Committee of the
Board of Directors:
Allen M. Hill (Chairman) Gilbert P. Williamson James E. Walsh
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The line graph below compares the cumulative total stockholder return
on the Corporation's common stock to the cumulative total return of the Nasdaq
Stock Market Index and the Nasdaq Bank Stock Index for the period from January
22, 1992 to March 31, 1996. The graph assumes that $100 was invested on January
29, 1992 and that all dividends were reinvested. The Corporation became a
publicly traded Corporation on January 29, 1992.
[GRAPH]
1/22/92 3/31/92 6/30/92 9/30/92 12/31/92 3/31/93 6/30/93 9/30/93 12/31/93 3/31/94
CitFed Bancorp, Inc. $100 $132 $133 $158 $200 $197 $228 $267 $271 $274
NASDAQ Stock Market $100 $ 97 $ 91 $ 94 $110 $112 $114 $124 $126 $121
NASDAQ Bank Index $100 $108 $118 $121 $140 $155 $150 $164 $160 $158
6/30/94 9/30/94 12/31/94 3/31/95 6/30/95 9/30/95 12/31/95 3/31/96
CitFed Bancorp, Inc. $300 $365 $322 $307 $308 $396 $391 $493
NASDAQ Stock Market $115 $125 $123 $134 $154 $172 $174 $182
NASDAQ Bank Index $171 $172 $159 $175 $193 $217 $237 $247
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BENEFIT PLANS
PENSION PLAN. The Bank's employees are included in a noncontributory
defined benefit retirement plan (the "Pension Plan") which covers all employees
who have met minimum service requirements. The Bank's funding policy is to
contribute annually the maximum amount that can be deducted for federal income
tax purposes. The following table sets forth, in specified compensation and
years of service classifications, the estimated annual benefits payable upon
retirement at age 65 (including amounts payable pursuant to the supplemental
retirement benefit agreements discussed below) under the Bank's
non-contributory qualified defined benefit pension plan.
PENSION PLAN TABLE
------------------------------------------------------------------------------------
YEARS OF SERVICE
------------------------------------------------------------------
Remuneration 10 15 20 25 30
------------------------------------------------------------------------------------
$150,000 $ 38,400 $ 50,175 $ 61,950 $ 85,500 $ 85,500
175,000 44,800 58,538 72,275 99,750 99,750
200,000 51,200 66,900 82,600 114,000 114,000
225,000 57,600 75,263 92,925 128,250 128,250
250,000 64,000 83,625 103,250 142,500 142,500
300,000 76,800 100,350 123,900 171,000 171,000
400,000 102,400 133,800 165,200 228,000 228,000
500,000 128,000 167,250 206,500 285,000 285,000
600,000 153,600 200,700 247,800 342,000 342,000
The Plan provides a monthly benefit equal to 1.25% of average monthly
compensation up to Social Security covered compensation plus 1.8% of average
monthly compensation in excess of covered compensation, times the number of
years of service up to 30 years. Wages considered for the Plan are for the
highest five consecutive plan years of base compensation out of the last ten
years of employment. At March 31, 1996, the estimated years of service of
Messrs. Kirby, Vichich, Curp, Ms. Larkins and Ms. Eichelberger under the
Pension Plan were 43, 12, 20, 13 and 41, respectively. Mr. Essig resigned from
employment with the Corporation and the Bank during fiscal 1996 with five years
of service.
The maximum annual compensation which may be taken into account under
the Internal Revenue Code (as adjusted from time to time by the Internal
Revenue Service) for calculating contributions under qualified defined benefit
plans currently is $150,000 and the maximum annual benefit permitted under such
plans currently is $120,000.
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENTS. The Bank has entered into
a supplemental retirement benefit agreement with Jerry L. Kirby, the President,
Chief Executive Officer and Chairman of the Board. This unfunded,
non-qualifying agreement provides for retirement income supplemental to that to
be provided under the Bank's pension plan, payable on an annual basis in an
amount equal to 57% of Mr. Kirby's average compensation based on the highest
three years of compensation during the five years prior to retirement less his
primary Social Security benefit and the amount of the benefits payable to him
under all other qualified pension and retirement plans of the Bank (exclusive
of any amount attributable to contributions to such plan made by Mr. Kirby).
Until disbursed, the amounts, if any, directed to be deferred will continue to
be assets of the Bank, subject to the claims of general creditors. Assuming Mr.
Kirby's employment was involuntarily terminated as of March 31, 1996, he would
have been eligible to receive, at normal retirement, an annual benefit of
approximately $145,000 under his agreement. The annual benefit upon retirement
(at normal retirement age) payable to Mr. Kirby under his severance agreement
is estimated, based on assumed salary increases, to be approximately $153,000
(which amount is included in the pension plan table above). Mr. Kirby may elect
within a certain time frame to receive the present value of the entire
supplemental benefit in one lump sum.
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The Bank has also entered into supplemental retirement benefit
agreements with Mr. Vichich, Mr. Curp, Ms. Larkins, Ms. Eichelberger and two
other executive officers. These agreements are identical to Mr. Kirby's
agreement described above, except that they provide for supplemental retirement
income to be payable on an annual basis in an amount between 26% and 57% (based
on a combination of age and years of service) of such individual's average
compensation (as defined above) and they do not permit the participant to elect
to receive the present value of his or her entire supplemental benefit in one
lump sum. Assuming the employment of Mr. Vichich, Mr. Curp, Ms. Larkins and Ms.
Eichelberger had been involuntarily terminated as of March 31, 1996, they would
have been eligible to receive, at normal retirement, an annual benefit of
approximately $38,000, $30,000, $29,000 and $34,000, respectively, under their
agreements. The annual benefit upon retirement (at normal retirement age)
payable to each such individual under his or her severance agreement is
estimated, based on assumed annual salary increases, to be approximately
$210,000, $82,000, $148,000 and $36,000, respectively (which amounts are
included in the pension plan table above).
CERTAIN TRANSACTIONS
The Bank, like many financial institutions, followed a policy of
granting various types of loans to officers, directors and employees. All
loans to executive officers and directors are made in the ordinary course of
business in accordance with the Bank's standard underwriting practices and
procedures, were all made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as these
prevailing at the time for comparable transactions with other persons, and did
not include more than the normal risk of collectability or present other
unfavorable features.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's directors and executive officers, and persons who
own more than 10% of a registered class of the Corporation's equity securities,
to file with the Securities and Exchange Commission (the "SEC) initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Corporation. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies
of such reports furnished to the Corporation and written representations that no
other reports were required during the fiscal year ended March 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with.
PROPOSAL II - APPROVAL OF AMENDMENT TO CITFED'S CERTIFICATE OF INCORPORATION
CitFed's Certificate of Incorporation currently provides that the
total number of shares of all classes of stock that the Corporation shall have
the authority to issue is fifteen million (15,000,000), consisting of five
million (5,000,000) shares of preferred stock, par value $.01 per share
("Preferred Stock") and ten million (10,000,000) shares of common stock, par
value $.01 per share ("Common Stock" and together with the Preferred Stock, the
"Capital Stock"). As of May 31, 1996, no shares of Preferred Stock and
5,691,265 shares of Common Stock were issued and outstanding. The Stock Option
Plan initially reserved 402,500 shares of Common Stock for issuance, of which
awards representing 312,492 shares have been granted. In addition, options to
purchase 123,101 shares of Common Stock are outstanding under the Stock Option
and Incentive Plan assumed by CitFed in connection with its acquisition of PSB
Holdings Corporation (the "Assumed Stock Option Plan"), which acquisition was
approved by shareholders on August 18, 1995. Based on the number of shares
outstanding on May 31, 1996 and the shares reserved for issuance under the
Stock Option Plan and Assumed Stock Option Plan, CitFed currently has
approximately 3,913,000 authorized shares of Common Stock left for issuance in
the future.
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16
Furthermore, the Board of Directors believes that the authorization of
additional shares of CitFed Capital Stock is advisable to provide CitFed with
the flexibility to take advantage of opportunities to issue such stock in order
to obtain capital, as consideration for possible acquisitions or for other
purposes including, without limitation, stock splits and stock dividends in
appropriate circumstances. There are, at present, no plans, understandings,
agreements or arrangements other than as discussed above concerning the
issuance of additional shares of Capital Stock. As a result, the Board of
Directors has unanimously adopted, subject to stockholder approval, the
proposed amendment to increase the number of all classes of authorized shares
of Capital Stock to forty-five million (45,000,000), consisting of fifteen
million (15,000,000) shares of Preferred Stock and thirty million (30,000,000)
shares of Common Stock.
Attached as Exhibit A to this Proxy Statement is the complete text of
the proposed amendment to CitFed's Certificate of Incorporation.
Uncommitted authorized but unissued shares of Capital Stock may be
issued from time to time to such persons and for such consideration as the
Board of Directors may determine, and holders of the then outstanding shares of
Capital Stock may or may not be given the opportunity to vote thereon,
depending upon the nature of any such transactions, applicable law, the rules
and policies of the Stock Market and the judgment of the Board regarding the
submission of such issuance to a vote of the stockholders. CitFed stockholders
have no preemptive rights to subscribe for newly issued shares. In this regard,
the issuance of additional shares from authorized but unissued shares of the
Corporation, whether in connection with a merger, the exercise of stock options
or otherwise, may have a dilutive effect on a stockholder's percentage voting
power in the Corporation and may decrease certain per share financial measures
for a period of time. The Corporation may consider repurchasing its shares in
the future in order to minimize or avoid any such dilutive effects.
Moreover, it is possible that additional shares of Capital Stock would
be issued for the purpose of making an acquisition by an unwanted suitor of a
controlling interest in the Corporation more difficult, time-consuming or
costly or to otherwise discourage an attempt to acquire control of the
Corporation. Under such circumstances, the availability of authorized and
unissued shares of Capital Stock may make it more difficult for stockholders to
obtain a premium for their shares. Such authorized and unissued shares could be
used to create voting or other impediments or to frustrate a person seeking to
obtain control of the Corporation by means of a merger, tender offer, proxy
contest or other means. Such shares could be privately placed with purchasers
who might cooperate with the Board of Directors in opposing such an attempt by
a third party to gain control of the Corporation or could also be used to
dilute ownership of a person or entity seeking to obtain control of the
Corporation. Although the Corporation does not currently contemplate taking
such action and the Board is unaware of any third party offer to acquire the
Corporation at this time, shares of Capital Stock could be issued for the
purposes and effects described above and the Board reserves its rights (if
consistent with its fiduciary responsibilities) to issue such stock for such
purposes.
The Board of Directors believes that the proposed increase in the
number of authorized shares of apital Stock will provide the flexibility needed
to meet corporate objectives and is in the best interests of CitFed and its
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT TO
THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
ALL CLASSES OF CAPITAL STOCK TO FORTY-FIVE MILLION (45,000,000), CONSISTING OF
FIFTEEN MILLION (15,000,000) SHARES OF PREFERRED STOCK AND THIRTY MILLION
(30,000,000) SHARES OF COMMON STOCK.
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PROPOSAL III -- APPROVAL OF THE AMENDMENT TO
THE 1991 STOCK OPTION AND INCENTIVE PLAN
The Corporation's Stock Option Plan currently authorizes the issuance
of up to 402,500 shares (i.e., an amount equal to approximately 10% of the
stock issued pursuant to the Bank's conversion to capital stock form) of the
Corporation's Common Stock. The Stock Option Plan was initially ratified by the
stockholders of the Corporation in 1992.
The Stock Option Plan was adopted in order to advance the interests of
the Corporation and its stockholders by affording executive officers, directors
and certain key employees an opportunity to acquire or increase their
proprietary interest in the Corporation through the grant of a variety of
long-term incentive awards. By encouraging such persons to become owners of the
Corporation, the Corporation seeks to attract, motivate, reward and retain
those individuals whose judgment, initiative, leadership and effort most
directly determines the success of the Corporation. CitFed also believes that
the Stock Option Plan is a useful tool in negotiating potential mergers and
acquisitions.
THE AMENDMENT TO THE STOCK OPTION PLAN
The Board of Directors has adopted, subject to stockholder approval,
an amendment to the Stock Option Plan which will increase by 280,000 (i.e., an
amount equal to approximately 4.92% of the current issued and outstanding
Common Stock) the number of shares available for issuance under the Stock
Option Plan. No amendment is being proposed to the Assumed Stock Option Plan.
Reservation of the additional 280,000 shares under the Stock Option
Plan is being requested for future grants and for use as an additional
incentive in negotiating potential mergers and acquisitions. However, no
acquisition or merger is presently contemplated. As of May 31, 1996 (the latest
date available prior to the mailing of this proxy statement), of the 402,500
shares of Common Stock reserved for issuance under the Stock Option Plan,
awards representing 90,008 shares of Common Stock are available for grant and
previously granted options to purchase 182,666 shares of Common Stock remain
unexercised. If the amendment to the Stock Option Plan is approved, the total
number of shares of Common Stock reserved for issuance under the Stock Option
Plan will be increased from 402,500 to 682,500. The exercise of stock options
may decrease certain per share financial measures for a period of time and may
diminish a stockholder's percentage voting power in the Corporation, although
the Corporation may consider repurchasing its shares in the future in order to
minimize or avoid any such effects.
Atached as Exhibit B to this Proxy Statement is the complete text of
the proposed amendment to the Stock Option Plan. The principal features of the
Stock Option Plan are summarized below.
PRINCIPAL FEATURES OF THE STOCK OPTION AND INCENTIVE PLAN
The Stock Option Plan provides for awards in the form of stock
options, stock appreciation rights ("SARs") and limited stock appreciation
rights ("Limited SARs") and restricted stock. Each award shall be on such terms
and conditions, consistent with the Stock Option Plan and applicable OTS
regulations, as the committee administering the Stock Option Plan may
determine.
Shares may be either authorized but unissued shares or reacquired
shares held by the Corporation in its treasury. Any shares subject to an award
which expires or is terminated unexercised will again be available for issuance
under the Stock Option Plan or any other plan of the Corporation. Generally, no
award or any right or interest therein is assignable or transferable except
under certain limited exceptions set forth in the Stock Option Plan.
The Stock Option Plan is administered by the Stock Option and
Incentive Plan Committee, which is comprised of at least two non-employee
members of the Board of Directors of the Corporation (the "Committee").
Directors Williamson and Whitney have been appointed as the present members of
the Committee. Pursuant to the terms of the Stock Option Plan, any director or
employee of the Corporation or its affiliates is eligible to participate in the
Stock Option Plan. In granting awards under the Stock Option Plan, the
Committee considers, among other things, position and years of service, value
of the participant's service to the Corporation and the Bank, and the added
responsibilities of such individuals as employees, directors and officers of a
public company.
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STOCK OPTIONS
The term of stock options will not exceed ten years from the date of
grant. The Committee may grant either "Incentive Stock Options" as defined
under Section 422 of the Code or stock options not intended to qualify as such
("non-qualified stock options").
In general, stock options will not be exercisable after the expiration
of their terms. Unless otherwise determined by the Committee, in the event that
a participant ceases to maintain continuous service (as defined in the Stock
Option Plan) to the Corporation, or one of its affiliates, for any reason other
than death or termination for cause, an exercisable stock option will continue
to be exercisable for up to three years immediately succeeding such cessation
of continuous service but in no event after the expiration date of the option.
In the event of the death of a participant during such service or within the
three-year period described above, an exercisable option will continue to be
exercisable for one year following the death of the participant, but in no
event later than ten years from the date of grant. Following the death of any
participant, the Committee may, as an alternative means of settlement of an
option, elect to pay to the holder an amount of cash equal to the amount by
which the market value of the shares covered by the option on the date of
exercise exceeds the exercise price. A stock option will automatically
terminate and will no longer be exercisable as of the date a participant is
terminated for cause.
The exercise price for the purchase of shares subject to a stock
option may not be less than 100% of the market value of the shares covered by
the option on the date of grant. The exercise price must be paid in full in
cash or shares of Common Stock, or a combination of both.
Each non-employee director of the Corporation was granted, pursuant to
the formula provision contained under the Stock Option Plan approved by
stockholders in 1992, a non-qualified stock option to purchase 4,000 shares of
Common Stock. Similarly, each non-employee director elected thereafter has or
will receive a non-qualified stock option to purchase 4,000 shares of Common
Stock as of the date he or she is first elected and qualified, subject to
availability of options under the Stock Option Plan. Such options have a term
of ten years, are generally not transferable and typically vest at the rate of
50% per year commencing on the date of grant (subject to certain exceptions set
forth in the Stock Option Plan). The exercise price per share of such options
shall be equal to the fair market value of the Common Stock on the date of
grant.
STOCK APPRECIATION RIGHTS
The Committee may grant SARs at any time, whether or not the
participant then holds stock options, granting the right to receive the excess
of the market value of the shares represented by the SARs on the date exercised
over the exercise price. SARs generally will be subject to the same terms and
conditions and exercisable to the same extent as stock options, as described
above. Upon the exercise of a SAR, the participant will receive the amount due
in cash or shares, or a combination of both, as determined by the Committee.
SARs may be related to stock options ("tandem SARs"), in which case the
exercise of one will reduce to that extent the number of shares represented by
the other. Notwithstanding the foregoing, no SAR may be exercisable by a
director, senior officer (as defined in the Stock Option Plan) or ten percent
beneficial owner (as defined in the Stock Option Plan) of the Corporation
within six months of the date of its grant.
SARs will require an expense accrual by the Corporation each year for
the appreciation on the SARs which it is anticipated will be exercised. The
amount of the accrual is dependent upon whether and the extent to which the
SARs are granted and the amount, if any, by which the market value of the SARs
exceeds the exercise price.
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LIMITED STOCK APPRECIATION RIGHTS
Limited SARs will be exercisable only for a limited period in the
event of a tender or exchange offer for shares of the Corporation's Common
Stock, other than by the Corporation, where 25% or more of the outstanding
shares are acquired in that offer or any other offer which expires within 60
days of that offer. The amount paid on exercise of a Limited SAR will be the
excess of (a) the market value of the shares on the date of exercise, or (b)
the highest price paid pursuant to the offer, over the exercise price. Payment
upon exercise of a Limited SAR will be in cash.
Limited SARs may be granted at the time of, and must be related to,
the grant of a stock option or SAR. The exercise of one will reduce to that
extent the number of shares represented by the other. Subject to vesting
requirements contained in OTS regulations, limited SARs will be exercisable
only for the 45 days following the expiration of the tender or exchange offer,
during which period the related stock option or SAR will be exercisable.
However, no Limited SAR will be exercisable by a director, senior officer or
ten percent beneficial owner of the Corporation within six months of the date
of its grant.
RESTRICTED STOCK
The Committee may grant restricted stock, subject to forfeiture, if
the participant fails to remain in the continuous service of the Corporation,
or one of its subsidiaries, as a director, officer or employee for a stipulated
period which may not be less than six months from the date of grant. The holder
of restricted stock shall have all of the rights of a stockholder, including
the right to receive dividends (with payment deferred if the Committee so
decides) and the right to vote the shares. The participant may not, however,
sell, assign, transfer, pledge or otherwise encumber any of the restricted
stock during the restricted period.
The Committee may, in its discretion, accelerate the time at which any
or all restrictions will lapse, or may remove any or all of the restrictions.
In the event a participant ceases to be employed by reason of death, disability
or retirement, restricted stock still subject to restrictions will be free of
these restrictions in proportion to the portion of the restricted period then
elapsed, unless otherwise provided by the Committee. In the event of
termination for any other reason, all shares will be forfeited and returned to
the Corporation, unless the Committee provides otherwise.
EFFECT OF CHANGE IN CONTROL AND OTHER ADJUSTMENTS
Shares as to which awards may be granted under the Stock Option Plan,
and shares then subject to awards, will be adjusted by the Committee in the
event of any merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, combination or exchange of shares, or other change in
the corporate structure of the Corporation.
In the case of any merger, consolidation or combination of the
Corporation with or into another thrift holding company or other entity,
whereby either the Corporation is not the continuing thrift holding company or
its outstanding shares are converted into or exchanged for securities, cash or
property, or any combination thereof, any participant to whom a stock option,
SAR and Limited SAR has been granted at least six months prior to such event
will have the right (subject to the provisions of the Stock Option Plan and any
applicable vesting period) upon exercise of the option, SAR or Limited SAR to
an amount equal to the excess of the fair market value on the date of exercise
of the consideration receivable in the merger, consolidation or combination
with respect to the shares covered or represented by the stock option, SAR or
Limited SAR over the exercise price of the option, SAR or Limited SAR
multiplied by the number of shares with respect to which the option, SAR or
Limited SAR has been exercised.
The restricted period with respect to an award of restricted stock
will lapse, and the stock will become fully vested, if the service of a
participant is involuntarily terminated for any reason within 18 months after a
change in control of the Corporation. A change in control will be deemed to
occur when (i) a person or group becomes the beneficial owner of shares of the
Corporation representing 25% or more of the total number of votes which may be
cast for the election of the Board of Directors of the Corporation, (ii) in
connection with any tender or exchange offer (other than an offer
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by the Corporation), merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who are
Directors of the Corporation cease to be a majority of the Board of Directors,
or (iii) stockholders of the Corporation approve a transaction pursuant to
which the Corporation will cease to be an independent publicly-owned thrift
holding company or pursuant to which substantially all of its assets will be
sold; provided, however, that the occurrence of any such events shall not be
deemed a change in control if, prior to such occurrence, at least a majority of
the Board of Directors approves such occurrence.
In addition, in the event of a tender or exchange offer (other than an
offer made by the Corporation) or if the event specified in clause (iii) above
occurs, all outstanding stock options and SARs not fully exercisable will
become exercisable in full and remain so for a period of 60 days, after which
they will revert to being exercisable in accordance with their terms. However,
no stock option or SAR will be exercisable by any director, senior officer or
ten percent beneficial owner of the Corporation, or one of its subsidiaries,
within six months of the date of the grant of such stock option or SAR and no
options or SARs previously exercised or terminated shall be exercisable.
AMENDMENT AND TERMINATION
The Board of Directors of the Corporation may at any time amend,
suspend or terminate the Stock Option Plan or any portion thereof but may not,
without the prior approval of the stockholders, make any amendment which (i)
materially increases the total number of shares which may be subject to awards,
(ii) materially increases the number of shares which may be subject to awards
to participants who are not employees, or (iii) changes the class of persons
eligible to participate in the Stock Option Plan. Unless previously terminated,
the tock Option Plan shall continue in effect for a term of ten years (i.e.,
January 29, 2002) after which no further awards may be granted under the Stock
Option Plan.
FEDERAL INCOME TAX CONSEQUENCES
Under present federal income tax laws, awards under the Stock Option
Plan will have the following consequences:
(1) The grant of an award will neither, by itself, result in the
recognition of taxable income to the participant nor entitle the Corporation to
a deduction at the time of such grant.
(2) The exercise of a Stock Option which is an "Incentive Stock
Option" within the meaning of Section 422 of the Code will generally not, by
itself, result in the recognition of taxable income to the participant nor
entitle the Corporation to a deduction at the time of such exercise. However,
the difference between the exercise price and the fair market value of the
Shares acquired on the date of exercise is an item of tax preference which may,
in certain situations, trigger the alternative minimum tax. The alternative
minimum tax is incurred only when it exceeds the regular income tax. The
alternative minimum tax will be payable at the rate of 26% to the first
$175,000 of "minimum taxable income" in excess of $33,750 (single person) or
$45,000 (married person filing jointly). This tax applies at a flat rate of 28%
of so much of the taxable excess as exceeds $175,000. If a taxpayer has
alternative minimum taxable income in excess of $150,000 (married persons
filing jointly) or $112,500 (single person), the $45,000 or $33,750 exemptions
are reduced by an amount equal to 25% of the amount by which the alternative
minimum taxable income of the taxpayer exceeds $150,000 or $112,500,
respectively. Provided the applicable holding periods described below are
satisfied, the participant will recognize long-term capital gain or loss upon
resale of the shares received upon such exercise. The Corporation will
generally not be entitled to a tax deduction with respect to the granting or
exercise of such a Stock Option or the subsequent sale of the Shares. If the
Shares are not held for at least one year after transfer of the Shares to him
or two years after the grant of the Incentive Stock Option, whichever is later,
the participant will also recognize ordinary income or loss upon disposition in
an amount equal to the difference between the exercise price and the fair
market value on the date of exercise of the Shares acquired pursuant to the
Incentive Stock Option. In such an event, the Corporation will generally be
entitled to a corresponding deduction, provided the Corporation meets its
federal withholding tax obligations.
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(3) The exercise of a stock option which is not an Incentive Stock
Option will result in the recognition of ordinary income by the participant on
the date of exercise in an amount equal to the difference between the exercise
price and the fair market value on the date of exercise of the shares acquired
pursuant to the stock option.
(4) The exercise of a SAR will result in the recognition of ordinary
income by the participant on the date of exercise in an amount of cash, and/or
the fair market value on that date of the shares, acquired pursuant to the
exercise.
(5) Holders of restricted stock will recognize ordinary income on the
date that the shares of restricted stock are no longer subject to a substantial
risk of forfeiture, in an amount equal to the fair market value of the shares
on that date. In certain circumstances, a holder may elect to recognize
ordinary income and determine such fair market value on the date of the grant
of the restricted stock. Holders of restricted stock will also recognize
ordinary income equal to their dividend or dividend equivalent payments when
such payments are received.
(6) The Corporation will be allowed a deduction at the time, and in
the amount of, any ordinary income recognized by the participant under the
various circumstances described above, provided that the Corporation meets its
federal withholding tax obligations.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION
OF THE AMENDMENT TO CITFED'S 1991 STOCK OPTION AND INCENTIVE PLAN.
INDEPENDENT AUDITORS
CitFed's independent auditors are Deloitte & Touche LLP, independent
auditors. Representatives of Deloitte & Touche LLP are expected to attend
CitFed's Annual Meeting to respond to appropriate questions and to make a
statement if they so desire.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year s Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Corporation's
executive offices, One Citizens Federal Centre, Dayton, Ohio, no later than
February 10, 1997. Any such proposals shall be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Corporation Common Stock. In addition,
CitFed has engaged Chemical Bank ("Chemical") to assist CitFed in distributing
proxy materials and contacting record and beneficial owners of CitFed Common
Stock. CitFed has agreed to pay Chemical approximately $15,000 plus
out-of-pocket expenses for its services to be rendered on behalf of CitFed. In
addition to solicitation by mail, directors and officers of the Corporation and
regular employees of the Bank may solicit proxies personally or by telegraph or
telephone, without additional compensation.
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EXHIBIT A
PROPOSED AMENDMENT TO
ARTICLE FOURTH, PARAGRAPH A
OF
THE AMENDED CERTIFICATE OF INCORPORATION
OF CITFED BANCORP, INC.
RESOLVED, that Paragraph A of Article Fourth of the Amended Certificate of
Incorporation of Citfed Bancorp, Inc. be, and hereby is, amended in its entirety
to read as follows:
FOURTH: A. The total number of shares of all classes of stock which
the Corporation shall have the authority to issue is forty-five million
(45,000,000) consisting of:
(a) fifteen million (15,000,000) shares of preferred stock, par
value one cent ($.01) per share (the "Preferred Stock"); and
(b) thirty million (30,000,000) shares of common stock, par value
one cent ($.01) per share (the "Common Stock").
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EXHIBIT B
PROPOSED AMENDMENT NO. 1
TO THE CORPORATION'S
1991 STOCK OPTION AND INCENTIVE PLAN
Section 5 of the Stock Option and Incentive Plan is amended to read as follows:
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is 682,500. The Shares with respect to which Awards
may be made under the Plan may be either authorized and unissued shares or
issued shares heretofore or hereafter reacquired and held as treasury shares.
Shares which are subject to Related Rights and Related Options shall be counted
only once in determining whether the maximum number of Shares with respect
to which Awards may be granted under the Plan has been exceeded. An Award
shall not be considered to have been made under the Plan with respect to any
Option or Right which terminates or with respect to Restricted Stock which is
forfeited, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such termination or forfeiture has occurred.
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REVOCABLE PROXY
CITFED BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 26, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the Board of Directors of CitFed
Bancorp, Inc. (the "Corporation"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote
all shares of common stock of the Corporation which the undersigned
is entitled to vote at the Annual Meeting of Stockholders (the "Meeting"),
to be held on Friday, July 26, 1996 at the Corporation's executive offices
in the Savers Club Auditorium, One Citizens Federal Centre, Dayton, Ohio
at 2:00 P.M. (Eastern Daylight Time), and at any and all adjournments
thereof, of the proposals set forth on the reverse side of this proxy.
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment
thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
This proxy may be revoked at any time before it is voted by: (i)
filing with the Secretary of the Corporation at or before the Meeting a
written notice of revocation bearing a later date than the proxy; (ii)
duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Corporation at or before the Meeting;
or (iii) attending the Meeting and voting in person (although attendance at
the Meeting will not in and of itself constitute revocation of a proxy).
If this proxy is properly revoked as described above, then the power of
such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this Proxy, of Notice of the Meeting, a related Proxy
Statement and the Corporation's Annual Report to Stockholders for the
fiscal year ended March 31, 1996.
(CONTINUED ON REVERSE SIDE)
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FOLD AND DETACH HERE
25
Please mark
your votes as /X/
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
1. The election of the following 2. Approval of an amendment to Article Fourth of CitFed's
directors for terms of three years: Certificate of Incorporation to increase the total number of
shares of all classes of stock which the Corporation shall have
the authority to issue to forty-five million (45,000,000),
consisting of fifteen million (15,000,000) shares of preferred
FOR WITHHELD stock and thirty million (30,000,000) shares of common stock:
FOR AGAINST ABSTAIN
/ / / / / / / / / /
NOMINEES: CHERYL A. CRAIGIE, ALLEN M. HILL, 3. Approval of an amendment to the Corporation's 1991 Stock Option
GILBERT P. WILLIAMSON and Incentive Plan to increase by 280,000 the number of shares
reserved for issuance thereunder (which is less than 5.00% of the
INSTRUCTION: To withhold your vote for any individual issued and outstanding shares of the Corporation's common stock):
nominee, strike a line through the nominee's name in
the list. FOR AGAINST ABSTAIN
/ / / / / /
Dated:_________________________________________
_______________________________________________
SIGNATURE OF STOCKHOLDER
_______________________________________________
PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this
card. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title. If shares are held jointly,
each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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FOLD AND DETACH HERE