SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Bell Bancorp, 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)(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:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
Notes:
FIRST BELL BANCORP, INC.
300 DELAWARE AVENUE, SUITE 1704
WILMINGTON, DELAWARE 19801
(302) 427-7883
March 21, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Meeting") of First Bell Bancorp, Inc., (the "Company") the holding company
for Bell Federal Savings and Loan Association of Bellevue (the "Association"),
which will be held on April 28, 1997, at 3:00 p.m., Eastern Standard Time at 629
Lincoln Avenue, Bellevue, Pennsylvania.
The attached notice of the Meeting and proxy statement describe the
formal business to be transacted at the Meeting. Directors and officers of the
Company, as well as a representative of Deloitte & Touche LLP, the Company's
independent auditors, will be present at the Meeting to respond to any questions
that stockholders may have regarding the business to be transacted.
The Board of Directors of the Company has determined that the matters
to be considered at the Meeting are in the best interests of the Company and its
stockholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE BOARD
UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS SPECIFIED
UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2, THE RATIFICATION OF AUDITORS
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER
IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT
YOUR SHARES WILL BE REPRESENTED.
On behalf of the Board of Directors and all of the employees of the
Company and the Association, I wish to thank you for your continued support. We
appreciate your interest.
Sincerely yours,
/s/ Albert H. Eckert, II
Albert H. Eckert, II
President and Chief Executive Officer
FIRST BELL BANCORP, INC.
300 DELAWARE AVENUE, SUITE 1704
WILMINGTON, DELAWARE 19801
(302) 427-7883
- - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 28, 1997
- - --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
Bell Bancorp, Inc. (the "Company") will be held on April 28, 1997, at 3:00 p.m.,
Eastern Standard Time at 629 Lincoln Avenue, Bellevue, Pennsylvania.
The annual meeting is for the purpose of considering and voting upon
the following matters:
1. The election of three directors for terms of three years each;
2. The ratification of Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending December 31, 1997; and
3. Such other matters as may properly come before the meeting or any
adjournments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established March 3, 1997, as the record date
for the determination of stockholders entitled to notice of and to vote at the
annual meeting and at any adjournments thereof. Only recordholders of the
common stock of the Company as of the close of business on that date will be
entitled to vote at the annual meeting or any adjournments thereof. In the
event there are not sufficient votes for a quorum or to approve or ratify any of
the foregoing proposals at the time of the annual meeting, the annual meeting
may be adjourned in order to permit further solicitation of proxies by the
Company. A list of stockholders entitled to vote at the annual meeting will be
available at Bell Federal Savings and Loan Association of Bellevue, 532 Lincoln
Avenue, Bellevue, Pennsylvania 15202, for a period of ten days prior to the
annual meeting and will also be available for inspection at the annual meeting
itself.
By Order of the Board of Directors
/s/ Robert C. Baierl
Robert C. Baierl
Secretary
Wilmington, Delaware
March 21, 1997
FIRST BELL BANCORP, INC.
------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1997
------------------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of First Bell
Bancorp, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of the Company (the "Board of Directors") of proxies to be used at
the Annual Meeting of Stockholders (the "Meeting") to be held on April 28, 1997,
at 3:00 p.m. Eastern Standard Time, 629 Lincoln Avenue, Bellevue, Pennsylvania
and at any adjournments thereof. The 1996 Annual Report to Stockholders,
including the consolidated financial statements for the fiscal year ended
December 31, 1996, accompanies this proxy statement, which is first being mailed
to stockholders on or about March 21, 1997.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy and returning it signed and dated in the enclosed
postage-paid envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF
THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR" THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTORS NAMED IN THIS PROXY STATEMENT,
AND "FOR" THE RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Meeting. EXECUTION OF A PROXY, HOWEVER,
CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY TO VOTE THE
SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF ANY,
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares
are not registered in your own name, you will need appropriate documentation
from your recordholder to vote personally at the Meeting.
The cost of solicitation of proxies on behalf of management will be borne
by the Company. Proxies may also be solicited personally or by telephone or
telegraph by directors,
1
officers and regular employees of the Company and the Association, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Meeting consist of shares of
common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting except as
described below. There is no cumulative voting for the election of directors.
The close of business on March 3, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and any
adjournments thereof. The total number of shares of Common Stock outstanding on
the Record Date was 7,718,150 shares.
As provided in the Company's certificate of incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as persons acting in concert with, such
person or entity. The Company's certificate of incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
certificate of incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote for one
or more of the nominees being proposed. Under Delaware law and the Company's
certificate of incorporation and bylaws, directors are elected by a plurality of
shares voted, without regard to either (i) broker non-votes, or (ii) proxies as
to which authority to vote for one or more of the nominees being proposed is
withheld.
As to the ratification of Deloitte & Touche LLP as independent auditors of
the Company and all other matters that may properly come before the Meeting, by
checking the appropriate box, a stockholder may: (i) vote "FOR" the item; (ii)
vote "AGAINST" the item; or (iii) "ABSTAIN" from voting on such item. Under the
Company's certificate of incorporation and
2
bylaws, unless otherwise required by law, all matters other than the election of
directors shall be determined by a majority of the votes cast, without regard to
either (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the transfer agent, and will
be tabulated by inspectors of election designated by the Board of Directors, who
will not be employed by, or be a director of, the Company or any of its
affiliates. After the final adjournment of the Meeting, the proxies will be
returned to the Company for safekeeping.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the
outstanding shares of Common Stock on the Record Date, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "SEC"), in accordance with Sections 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") by such
persons and groups. Other than those persons listed below, the Company is not
aware of any person or group, as such term is defined in the Exchange Act, that
owns more than 5% of the Common Stock as of the Record Date.
NAME AND ADDRESS OF NUMBER PERCENT
TITLE OF CLASS BENEFICIAL OWNER OF SHARES OF CLASS
- - --------------------------------------------------------------------------------
Common Stock Bell Federal Savings and Loan 687, 263(1) 8.90%
Association of Bellevue Employee
Stock Ownership Plan ("ESOP")
532 Lincoln Avenue
Bellevue, Pennsylvania 15202
Common Stock T. Rowe Price Associates, Inc. 700,000 9.07
100 E. Pratt Street
Baltimore, MD 21202
Common Stock National City Bank 429,000 5.56
National City Center
1900 East Ninth Street
Cleveland, Ohio 44114
Common Stock John Hancock Advisers, Inc. 390,000 5.05
101 Huntington Avenue
Boston, Massachusetts 02199
- - ---------------------------------------------------------------------------------
(1) The ESOP Trustee, subject to its fiduciary duty, must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. As of the Record Date, 58,078 shares have been
allocated to participants' accounts. Under the ESOP, unallocated shares
held in the suspense account will be voted by the ESOP Trustee in a manner
calculated to most accurately reflect the instructions it has received from
participants regarding the allocated stock so long as such vote is in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
3
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with except that two transactions were not reported on a
timely basis by Jack Schweiger, a director of the Company, on a Form 4. The
transactions were subsequently reported.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its bylaws, the number of directors of the Company is set at
nine (9) members unless otherwise designated by the Board of Directors. The
Board of Directors reduced the size of the Board from ten (10) to nine (9) as a
result of Mr. Norman B. Ward reaching the mandatory age of retirement. The
bylaws require that the directors be divided into three classes as nearly equal
in number as possible.
The three (3) nominees proposed for election at the Meeting are Albert H.
Eckert II, William S. McMinn and Jack W. Schweiger. All nominees named are
presently directors of the Company. Messrs. Eckert, McMinn and Schweiger are
also directors of the Association. No person being nominated as a director is
being proposed for election pursuant to any agreement or understanding between
any person and the Company.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that proxies will be voted for the election of
the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons named will be unable or unwilling to
serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS INTENDED
THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY, IF EXECUTED AND RETURNED,
WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES PROPOSED BY THE BOARD OF
DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.
4
INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and the Named Executive Officers, as defined
below, as well as their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each became a director of the Association, and
the year in which their terms (or in the case of nominees, their proposed terms)
as director of the Company expire. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each director and the
Named Executive Officers and all directors and executive officers as a group as
of the Record Date.
SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK
AT PRESENT AND FOR PAST DIRECTOR OF TERM AS BENEFICIALLY PERCENT
FIVE YEARS AGE(1) SINCE(2) DIRECTOR OWNED(3) OF CLASS
- - ----------------------------- ----- -------- ----------- ------------ --------
NOMINEES
Albert H. Eckert, II(4) 64 1956 2000 155,088(5) 2.00%
President and Chief Executive
Officer of the Company;
President and Chief Executive
Officer of the Association since
1970.
William S. McMinn 40 1989 2000 9,393(6) .12
Senior Vice President and
manager of Aon Consulting, an
international employee benefit
consulting firm.
Jack W. Schweiger 57 1995 2000 23,199(6) .30
Independent builder and developer
specializing in custom homes;
formerly vice president and
regional production manager of
Ryan Homes, Inc.
CONTINUING DIRECTORS
Robert C. Baierl 47 1987 1998 11,426(6) .15
Secretary of the Company;
President and owner of Wright
Office Furniture, Inc., an office
furniture firm.
(continued on following page)
5
SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK
AT PRESENT AND FOR PAST DIRECTOR OF TERM AS BENEFICIALLY PERCENT
FIVE YEARS AGE(1) SINCE(2) DIRECTOR OWNED(3) OF CLASS
- - ----------------------------- ----- -------- ----------- ------------ --------
Jeffrey M. Hinds 39 1994 1998 67,000(7) .87%
Executive Vice President and
Chief Financial Officer of the
Company;Vice President and
Chief Financial Officer of the
Association since 1993; Controller
from 1986-1993.
Thomas J. Jackson, Jr. 62 1974 1998 8,865(6) .11
Attorney; Vice-Chairman on the
Board of Directors of Suburban
General Hospital.
CONTINUING DIRECTORS
Theodore R. Dixon
Sole proprietor of the Dixon 62 1995 1999 11,629(6) .15
Agency, a real estate appraisal
firm.
David F. Figgins 67 1971 1999 16,451(6) .21
Vice President of the Company;
retired President of Trafalgar
House Construction, Ltd. Director
of Liberty Mutual Insurance Co.
and three of its affiliates.
Peter E. Reinert 31 1995 1999 7,699(6) .10
Senior counsel for General
Electronic Appliances;
Transaction counsel for General
Electric Plastics from 1992 to
1993; Senior associate with Baker
& McKenzie from 1988 to 1991.
-- -- -- 310,751(8) 3.99%
Stock Ownership of all directors
and executive officers as a group
(9 persons)
- - ---------------------------------------------------
(1) At December 31, 1996
(2) Includes years of service as a director of the Company's wholly owned
subsidiary, the Association, if applicable.
(3) Each person or relative of such person whose shares are included herein,
exercises sole (or shared with spouse, relative or affiliate) voting or
dispositive power as to the shares reported.
(4) Mr. Reinert is the nephew of Mr. Eckert.
(footnotes continued on following page)
6
(5) Includes 85,960 shares awarded to Mr. Eckert under the Bell Federal Savings
and Loan Association 1996 Master Stock Compensation Plan ("Stock
Compensation Plan") as to which voting may be directed by Mr. Eckert, and
32,154 shares with respect to Mr. Eckert, which may be acquired through the
exercise of stock options which are exercisable, currently or within 60
days, under the First Bell Bancorp, Inc. 1996 Master Stock Option Plan
("Stock Option Plan").
(6) Includes 3,150 shares awarded to each outside director under the Stock
Compensation Plan as to which voting may be directed by such director and
3,215 shares which may be acquired through the exercise of stock options,
which are exercisable, currently or within 60 days, granted to each outside
director under the Stock Option Plan.
(7) Includes 34,400 shares awarded to Mr. Hinds under the Stock Compensation
Plan as to which voting may be directed by Mr. Hinds and 21,435 shares which
may be acquired through the exercise of stock options, which are
exercisable, currently or within 60 days, granted to Mr. Hinds under the
Stock Option Plan.
(8) Includes 142,410 shares held in trust for the directors and executive
officers under the Stock Compensation Plan as to which voting may be
directed by them and 76,094 shares which may be acquired through the
exercise of stock options, which are exercisable, currently or within 60
days, granted to directors and executive officers under the Stock Option
Plan.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors conducts its business through meetings of the Boards
of the Company and the Association and through activities of its committees.
The Board of Directors of the Company meets quarterly and the Board of Directors
of the Association meets monthly. Regular meetings may be supplemented with
special meetings as needed. During 1996, the Board of Directors of the Company
held four (4) regular meetings and held four (4) special meetings. All
directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
directors served during fiscal 1996.
The Board of Directors of the Company maintains committees, the nature and
composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Hinds, Jackson and Reinert. The Audit Committee is responsible for reviewing
and reporting to the Board of Directors on the Company's and its subsidiaries'
financial condition, reviewing reports from internal and independent auditors
and analyzing loan review reports. The committee meets as needed, and at least
on an annual basis. The Audit Committee of the Company met one time in fiscal
1996.
NOMINATING COMMITTEE. The Company's Nominating Committee consists of Messrs.
Eckert, Baierl and Hinds. The Nominating Committee considers and recommends the
nominees for director to stand for election at the Company's Annual Meeting of
Stockholders. The Company's bylaws also provide for stockholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely written notice to the Secretary of the Company. The stockholders' notice
of nominations must contain all information relating to the nominee which is
required to be disclosed by the Company's bylaws and by the Exchange Act.
7
See "Additional Information - Notice of Business to be Conducted at an Annual
Meeting." The Nominating Committee met on March 11, 1997.
COMPENSATION/BENEFITS COMMITTEE. The Company's Compensation/Benefits
Committee consists of Messrs. McMinn, Baierl and Figgins. This committee meets
to establish compensation for the Chief Executive Officer, approves the
compensation of senior officers and various compensation and benefits to be paid
to employees and to review the incentive compensation programs when necessary.
See "Executive Compensation - Compensation Committee Report on Executive
Compensation." The Compensation/Benefits Committee met three times in fiscal
1996.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. The directors of the Company receive an annual retainer of
$10,000 and $50 for each committee meeting attended. The directors of the
Association receive an annual retainer of $5,000 and $50 for each committee
meeting attended.
DIRECTORS' DEFERRED FEE PLAN. The Association maintains the Bell Federal
Savings and Loan Association of Bellevue Deferred Compensation Plan for
Directors (the "Directors' Deferred Fee Plan"). The Directors' Deferred Fee
Plan is an unfunded plan that permits members of the Board of Directors to defer
all or a percentage of fees earned by written election until termination of
service as a director. Pursuant to this plan, the Association maintains
passbook savings accounts which represent the aggregate of all sums deferred by
each of the participants in the Directors' Deferred Fee Plan, which is credited
quarterly with a payment equal to the participant's directors' fees earned and
interest equal to that paid by the Association on a standard passbook savings
account. Once a participant has terminated service with the Board of Directors
or attained age 65, such participant is paid principal and interest to date in
ten annual, equal installments.
STOCK OPTION PLAN. Under the Stock Option Plan maintained by the Company,
each outside director was granted non-statutory options to purchase 12,894
shares of Common Stock at an exercise price of $13.375 per share, which was the
fair market value of the shares on the date of grant, April 29, 1996. Limited
Rights and Equitable Adjustment Rights discussed below were attached to option
grants. Options become exercisable in five (5) equal annual installments of 20%
commencing one year from the date of grant, April 29, 1997, provided, however,
that all directors awards will immediately vest upon death or disability. The
Stock Option Plan was approved by stockholders on April 29, 1996.
STOCK COMPENSATION PLAN. Under the Stock Compensation Plan maintained by the
Company, each outside director was awarded 3,150 shares of Common Stock. Awards
to directors vest in five (5) equal annual installments of 20% commencing one
year from the date of grant, April 29, 1997; provided, however, that all
directors's awards will vest upon death or disability. When share awards become
vested and are distributed, the recipient will also receive an amount equal to
the accumulated cash and stock dividends, if any, with respect thereto plus
8
earnings thereon. The Stock Compensation Plan was approved by stockholders on
April 29, 1996.
EXECUTIVE COMPENSATION
The report of the compensation committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and such executive
officers include the use of tables and a report explaining the rationale and
consideration that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation/Benefits
Committee, at the direction of the Board of Directors, has prepared the
following report for inclusion in this proxy statement.
General. The Company is the parent of the Association and does not pay any
cash compensation to its executive officers. The Board of Directors of the
Company has established the Compensation/Benefits Committee (the "Committee")
consisting of Messrs. McMinn, Baierl and Figgins, who is a Vice President of the
Company.
A separate committee, the Salary Review Committee of the Association, was
responsible for establishing the 1996 compensation and benefits for the
executive officers of the Association and for reviewing recommendations of
management for the compensation and benefits of other officers and employees of
the Association. The Salary Review Committee consists of Messrs. McMinn,
Baierl, Figgins and Eckert, who is a non-voting member. Messrs. Baierl and
Figgins are not officers of the Association. The actions of the Salary Review
Committee are ratified by the Association's Board of Directors. Mr. Eckert did
not participate in establishing his compensation and benefits.
Compensation Policies. The Committee has established the following goals for
compensation programs impacting the executive officers of the Company and the
Association:
. to provide compensation opportunities which are consistent with
competitive norms of the industry and the Company's level of
performance, thus allowing the Company to retain high quality
executive officers who are critical to the Company's long term
success;
. to motivate key executive officers to achieve strategic business
initiatives and reward them for their achievement; and
9
. to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the value of the
Company's Common Stock.
The Salary Review Committee established the factors and criteria upon which
the executive officer's compensation was based and how such compensation relates
to the Association's performance, general compensation policies, competitive
factors, and regulatory requirements. The Committee's compensation policies
are designed to reward and provide incentive for executives based upon
achievement of individual and Association goals.
For purposes of determining the competitive market for the Association's
executives, the Committee reviewed the compensation paid to top executives of
thrifts with total assets in a range of the Association's total asset size and
performance results comparable to those of the Association. This information
was derived from peer group data as summarized in the "SNL Executive
Compensation Review 1994 - Thrift Institutions." The peer group used in making
compensation decisions is composed of many of the same institutions used in the
peer group for the stock performance graph.
The compensation package available to executive officers is composed of:
(i) base salary, (ii) annual cash bonus awards and (iii) long term incentive
compensation.
Base Salary. In determining salary levels, the Committee considers the
entire compensation package, including the potential equity compensation
provided under the Company's stock plans. The Committee meets as needed based
on the executive's employment anniversary date. The level of any salary
increase is based on the executive's job performance over the year in
conjunction with Company goals of growth and profitability. Salary levels are
intended to be consistent with comparable financial institutions in the
Company's peer group with consistent financial performance and within the
Company's financial means.
Although the Committee's decisions are discretionary and no specific
formula is used for decision making, salary increases are aimed at reflecting
the overall performance of the Company and the performance of the individual
executive officer.
Annual Cash Bonus Awards. Annual cash bonus awards have been paid to
executives based on formulas which take into account the Company's financial
performance in relation to prior years as well as the ability of the executive
to meet individual performance objectives. Upon the establishment of the long-
term incentive programs discussed below, these awards were discontinued.
Long-Term Incentive Compensation. On April 29, 1996, stockholders approved
the 1996 Master Stock Option Plan and the 1996 Master Stock Compensation Plan,
under which executive officers may receive grants and awards. Awards to
officers of the Company or the Association under the Stock Compensation Plan are
subject to the Company achieving certain performance goals. The performance
goals are subject to change annually and are currently based on earnings per
share, asset quality and regulatory classification. The Committee believes that
stock
10
ownership is a significant incentive in building stockholders' wealth and
aligning the interests of employees with those of stockholders. Stock options
and stock awards under such plans were allocated by the Committee based upon the
Company's fiscal responsibility, regulatory practices and policies, the
practices of other recently converted financial institutions, as verified by
external surveys and based upon the executive officers' level of responsibility
and contributions to the Company and the Association. The Committee will
consider the amount of outstanding awards in determining the total annual
compensation package.
Compensation of the Chief Executive Officer. The Salary Review Committee,
after taking into consideration the factors discussed above, kept Mr. Eckert's
annual base salary at $169,563 which is comparable to other institutions in the
Association's peer group. In addition, Mr. Eckert also received board fees
totaling $13,750. On April 29, 1996, upon receipt of stockholder approval, Mr.
Eckert was granted 160,772 options and 85,960 shares of stock, which will vest
at a rate of 20% per year beginning on April 28, 1997 in accordance with the
factors discussed above.
COMPENSATION/BENEFITS COMMITTEE
William S. McMinn (Chairman)
Robert C. Baierl
David F. Figgins
SALARY REVIEW COMMITTEE
William S. McMinn
Robert C. Baierl
David F. Figgins
Albert H. Eckert, II
11
STOCK PERFORMANCE GRAPH. The following graph shows a bi-monthly comparison
of stockholder return on the Company's Common Stock based on the market price of
Common Stock assuming the reinvestment of dividends, with the cumulative total
returns for the companies on the Nasdaq Total Return Index, SNL Thrift Index and
SNL $500M - $1B Thrift Index for the period beginning on June 29, 1995, the day
the Company's Common Stock began trading, through December 31, 1996. The graph
was derived from a very limited period of time, and as a result, may not be
indicative of possible future performance of the Company's Common Stock. The
data was supplied by SNL Securities, L.P.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ TOTAL RETURN
INDEX, SNL THRIFT INDEX AND SNL $500M TO $1B THRIFT INDEX
[graph appears here]
Total Return Performance
Period Ending
-----------------------------------------
Index 6/29/95 12/31/95 6/30/96 12/31/96
- - ------------------------------------------------------------------------------
First Bell Bancorp, Inc. 100.00 133.75 138.52 165.19
NASDAQ - Total US 100.00 114.26 129.36 140.55
SNL Thrifts (All) Index 100.00 122.44 127.77 159.54
SNL Thrifts ($500M to $1B) Index 100.00 118.06 123.26 146.40
12
SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal
years ending December 31, 1996, 1995 and 1994, the cash compensation paid by the
Association, as well as certain other compensation paid or accrued for those
years, to the Chief Executive Officer and those executive officers of the
Company, who received an amount in salary and bonus in excess of $100,000 (the
"Named Executive Officers").
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------- --------------------------------------
AWARDS PAYOUTS
-------------------------- ----------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL
NAME AND COMPEN- STOCK OPTIONS/ LTIP OTHER
PRINCIPAL SALARY BONUS SATION AWARDS SARS PAYOUTS COMPEN-
POSITION YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) ($)(5) SATION ($)
- - ---------------------- --------- -------- ------- ------- ---------- ------- --------- ---------
Albert H. Eckert,II 1996 $183,313 $ $ -- $1,149,715 160,772 None $59,283(6)
President and Chief 1995 171,522 -- -- -- -- None 31,924
Executive Officer 1994 157,752 62,738 -- -- -- None 1,500
66,351
Jeffrey M. Hinds 1996 95,444 -- -- 460,100 107,177 None 49,158(6)
Executive Vice 1995 84,253 26,953 -- -- -- None 33,007
President and Chief 1994 78,115 26,493 -- -- -- None 1,049
Financial Officer
- - --------------------
(1) Includes compensation deferred at the election of Messrs. Eckert and Hinds
through the Association's 401(k) Plan. Also includes directors fees of
$13,750 and $13,750 received in 1996, $12,500 and $12,500 received in 1995,
and $10,000 and $8,333 received in 1994 for Messrs. Eckert and Hinds,
respectively.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus, respectively, (b) payments of above-
market preferential earnings on deferred compensation, (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation, (d) tax payment reimbursements, or (e) preferential discounts
on stock.
(3) Pursuant to the Stock Compensation Plan, Messrs. Eckert and Hinds were
awarded 85,960 and 34,400 shares of Common Stock, respectively, in fiscal
1996 which had a market value at December 31, 1996 of $1,138,970 and
$455,800. The dollar amounts set forth in the table represent the market
value of the shares awarded on the date of grant. The plan share awards
vest in equal annual installments of 20% per year beginning on April 29,
1997. When shares become vested and are distributed, the recipient will
also receive an amount equal to accumulated dividends and earnings thereon
(if any). All awards vest immediately upon termination due to death,
disability or a change of control. The plan share awards to Messrs. Eckert
and Hinds are subject to the achievement of certain performance goals
established by the Committee, in addition to the vesting requirement. See
"-Compensation Committee Report on Executive Compensation."
(4) Includes 160,772 and 107,177 shares subject to options granted to Messrs.
Eckert and Hinds, respectively, under the Stock Option Plan. See "Option
Grants in Last Fiscal Year" table for a discussion of options granted under
the Stock Option Plan.
(5) For 1996, 1995 and 1994 the Association had no long-term incentive plans in
existence, accordingly there were no payments or awards under any long-term
incentive plan.
(6) Includes (a) $1,235 contributed by the Association under the Association's
401(k) Plan to the account of Mr. Eckert during 1996 and (b) $58,048 and
$49,158 representing the value of shares allocated under the ESOP for the
benefit of Messrs. Eckert and Hinds, respectively, during 1996 based on the
market value of the shares at December 31, 1996.
13
EMPLOYMENT AGREEMENTS. The Company and the Association have entered into
employment agreements with Messrs. Eckert and Hinds (the "Executives"). These
employment agreements are intended to ensure that the Company and the
Association will be able to maintain a stable and competent management base.
The continued success of the Company and the Association depends to a
significant degree on the skills and competence of the Executives.
The Company's and the Association's employment agreements (collectively,
the "Employment Agreements") provide for a three-year term for Mr. Eckert and a
two year term for Mr. Hinds. The Company's Employment Agreements provide for
automatic daily extensions such that the remaining terms of the agreements shall
be the amount of the original terms after written notice of non-renewal is
provided by either the Board of Directors or the Executive. The Association's
Employment Agreements provide that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors may extend
the agreements for an additional year so that the remaining terms shall be the
amount of the original terms, unless written notice of non-renewal is given by
the Board of Directors after conducting a performance evaluation of the
Executive. The Employment Agreements provide that the Executive's base salary
will be reviewed annually. In this regard, the current base salaries of Messrs.
Eckert and Hinds are $184,563 and $99,348, respectively. In addition to base
salary, the employment agreements provide for, among other things, participation
in stock benefit plans and other fringe benefits applicable to executive
personnel. The Employment Agreements provide for termination by the Company or
the Association for cause as defined in the Employment Agreements at any time.
In the event the Company or the Association chooses to terminate the Executive's
employment for reasons other than for cause or for disability, or in the event
of the Executive's resignation from the Company and the Association upon (i)
failure to re-elect the Executive to his current offices, (ii) a material change
in the Executive's functions, duties or responsibilities, (iii) a relocation of
the Executive's principal place of employment by more than fifty miles, (iv)
liquidation or dissolution of the Company or the Association, or (v) a breach of
the Employment Agreement by the Company or the Association, the Executive or, in
the event of death, his beneficiary would be entitled to an amount equal to the
remaining salary payments under the Employment Agreement and the contributions
that would have been made on the Executive's behalf to any employee benefit
plans of the Company or the Association during the remaining term of the
Agreements. The Company and the Association would also continue the Executive's
life, health and disability coverage for the remaining term of the Employment
Agreement.
Under the Employment Agreements, if termination of employment, voluntary or
involuntary, follows a "change in control" of the Company or the Association, as
defined in the Employment Agreements, the Executive or, in the event of death,
his beneficiary, would be entitled to a severance payment equal to the greater
of (i) the payments due for the remaining terms of the agreement or (ii) three
or two times his average annual compensation over the three or two years
preceding his termination of employment, as determined by the respective terms
of the Executives' Agreements. In addition, the Company and the Association
would continue the Executive's life, health, and disability coverage for the
remaining unexpired term of the Employment Agreements.
14
Payments to the Executive under the Association's Employment Agreement are
guaranteed by the Company in the event that payments or benefits are not paid by
the Association. All reasonable costs and legal fees paid or incurred by one of
the Executives pursuant to any dispute or question of interpretation relating to
the agreements would be paid by the Association or Company, respectively, if
such Executive is successful on the merits pursuant to a legal judgement,
arbitration or settlement. It is expected that the Company and the Association
would indemnify the Executive to the fullest extent allowable under Federal and
Delaware law, respectively.
Payments and benefits under the Employment Agreements together with
payments under other benefit plans may constitute an excess parachute payment
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), resulting in the imposition of an excise tax on the Recipient and
denial of the deduction for such excess amounts to the Company and the
Association.
In the event of a change in control based upon the past fiscal year's
salary and bonus, Messrs. Eckert and Hinds would receive approximately $553,689
and $198,696, respectively in severance payments in addition to other cash and
non-cash benefits provided for under the Employment Agreements including
continued life, health and disability coverage for the remaining terms of the
Employment Agreements.
STOCK COMPENSATION PLAN. The Association maintains the Stock Compensation
Plan which was approved by stockholders on April 29, 1996. Discretionary awards
are made to non-employee directors, officers and key employees as determined by
a committee of non-employee directors. The awards to officers and key employees
are subject to certain performance goals as determined by the Committee. All
shares awarded under the plan vest at 20% for year commencing one year from the
date of grant. The plan allows for accelerated vesting in the event of the
death or disability of the individual or a change of control of the Company or
the Association as defined in the plan. The award recipient also receives an
amount equal to accumulated dividends and earnings, if any, on granted shares as
the shares are distributed from the plan. See the "Restricted Stock Awards"
column of the "Summary Compensation Table" for awards made in 1996.
STOCK OPTION PLAN. The Company maintains the Stock Option Plan which
provides discretionary awards to outside directors, officers and key employees
as determined by a committee of non-employee directors. The Stock Option Plan
was approved by stockholders on April 29, 1996. The following table lists all
grants of options under the Stock Option Plan to the Named Executive Officers
for fiscal 1996 and contains certain information about potential value of those
options based upon certain assumptions as to the appreciation of the Company's
stock over the life of the option.
15
OPTIONS GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- - --------------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
UNDERLYING OPTION/SARS PRICE APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTIONS(1)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION --------------------------------
NAME (2)(3)(4)(5)(6)(7) FISCAL YEAR PER SHARE DATE(8) 5% 10%
- - ------------------------------------------------------------------------------------------------------------------------
Albert H. Eckert, II 160,772 50% $10.703125 4/29/06 $1,084,081 $2,736,013
Jeffrey M. Hinds 107,177 33% 10.703125 4/29/06 722,691 1,823,935
_____________________________
(1) The amounts represent certain assumed rates of appreciation. Actual gains,
if any, on stock option exercises and Common Stock holdings are dependent on
the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the amounts reflected in this
table will be realized.
(2) Options granted pursuant to the Stock Option Plan become exercisable in
equal installments at an annual rate of 20% beginning April 29, 1997;
provided, however, options will be immediately exercisable in the event the
optionee terminates employment due to death or disability. On February 24,
1997, the Committee amended the plan to allow for the acceleration of
vesting of the options in the event of a change of control as defined in the
plan.
(3) The purchase price may be paid in cash or in Common Stock.
(4) Under limited circumstances, such as death or disability of an employee, the
employee (or his beneficiary) may request that the Company, in exchange for
the employee's surrender of an option, pay to the employee (or beneficiary),
the amount by which the fair market value of the Common Stock exceeds the
exercise price of the option on the date of the employee's termination of
employment. It is within the Company's discretion to accept or reject such
a request.
(5) Options include limited (SAR) rights pursuant to which the options may be
exercised in the event of a change in control of the Company. Upon the
exercise of a limited right, the optionee would receive a cash payment equal
to the difference between the exercise price of the related option on the
date of grant and the fair market value of the underlying shares of Common
Stock on the date the limited right is granted.
(6) Options include an Equitable Adjustment Right (EAR), which provides that
upon payment of an extraordinary dividend (as defined in the Stock Option
Plan), the Committee responsible for administering the Stock Option Plan may
adjust the number of shares and/or the exercise price of the options
underlying the EAR, as the Committee deems appropriate. On February 24,
1997, pursuant to the EAR, the Committee adjusted the number of shares and
the exercise price of the options to reflect the effects of the
extraordinary dividend paid to stockholders on December 31, 1996. The
number of options granted to Messrs. Eckert and Hinds were increased from
128,945 and 85,960 to 160,772 and 107,177, respectively. The exercise price
for these options was decreased from $13.375 to $10.703125.
(7) All options are intended to be Incentive Stock Options to the extent
permissible under Section 422 of the Code.
(8) The option term is ten years.
16
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers as of December 31, 1996. Also reported are the values for
"in-the-money" options which represent the positive spread between the exercise
price of any such existing stock options and the year end price of the Common
Stock.
FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTION/SARS AT
FISCAL YEAR END(#) FISCAL YEAR END($)
-------------------------------------------------------------------
NAME EXERCISABLE/UNEXERCISABLE(1)(2) EXERCISABLE/UNEXERCISABLE(2)(3)
- - -----------------------------------------------------------------------------------------
Albert H. Eckert, II --/160,772 $--/409,466
Jeffrey M. Hinds --/107,177 --/272,966
- - ---------------------------
(1) The options in this table have an exercise price of $10.703125 and become
exercisable at an annual rate of 20% beginning April 29, 1997. The options
will expire ten (10) years from the date of grant.
(2) On February 24, 1997, the Committee adjusted the number of shares and the
exercise price of the options to reflect the effects of the extraordinary
dividend paid to stockholders pursuant to the Stock Option Plan. As a result
of the adjustment, the exercise price was reduced from $13.375 to
$10.703125. The market price on December 31, 1996 was $13.25. See "-
Options Grants in Last Fiscal Year."
(3) Based on the market value of the underlying Common Stock at the fiscal year
end, minus the exercise price.
RETIREMENT PLAN. The Association maintains the Bell Federal Savings and Loan
Association of Bellevue Employee's Pension Plan (the "Retirement Plan"), which
is a noncontributory defined benefit pension plan, for the benefit of
substantially all of the employees of the Association. The Retirement Plan is
administered by CIGNA Retirement and Investment Services.
17
The following table illustrates annual pension benefits at age 65 under the
Retirement Plan and the Supplemental Executive Retirement Plan (described below)
at various levels of compensation and years of service, assuming 100% vested
benefits.
YEARS OF BENEFIT SERVICE
AT RETIREMENT (1)(2)
----------------------------------------------
AVERAGE SALARY 15 20 25 30 35
- - --------------------------------------------------------------
$ 25,000 $ 6,000 $ 8,000 $10,000 $12,000 $14,000
50,000 12,000 16,000 20,000 24,000 28,000
75,000 18,000 24,000 30,000 36,000 42,000
100,000 24,000 32,000 40,000 48,000 56,000
125,000 30,000 40,000 50,000 60,000 70,000
150,000 (3) 36,000 48,000 60,000 72,000 84,000
- - --------------------------
(1) The compensation utilized for formula purposes includes the salary reported
in the "Summary Compensation Table".
(2) The benefit amounts shown in the preceding table are not subject to any
deductions for social security benefits or other offset amounts.
(3) The maximum annual compensation permitted under 401(a) 17 of the Code for
1996 is $150,000. The maximum annual benefit permitted under Section 415 of
the Code is $120,000.
The approximate years of credited service as of December 31, 1996, for Mr.
Eckert and Mr. Hinds, the individuals named in the Summary Compensation Table,
is thirty-seven years and eleven years, respectively.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Association maintains a non-
qualified Supplemental Executive Retirement Plan ("SERP") for certain employees
and their beneficiaries whose benefits under the Retirement Plan were reduced by
reason of certain amendments to the benefit formula under the Retirement Plan.
Benefits under the SERP are determined by calculating the projected benefit
under the formula set forth in the Retirement Plan as of January 1, 1983 and
then subtracting the projected benefit under the current benefit formula.
Annually, the Association determines the amount of the projected benefit for the
year. The amount actually accrued for the year is tied to the Association's
return on assets. One hundred percent of the accrued benefit will be paid if
the Association realizes a return on assets greater than 1.0%. A pro rata
percent of the accrued benefit will be paid for a return on assets of between 75
to 100 basis points. No benefit is payable under the SERP for a return on
assets of less than 75 basis points. Currently, Mr. Eckert is the only
participant in the SERP. Under the SERP, his projected annual SERP benefit,
based on a life annuity assuming a ten year payment, with a ten year curtain, is
$37,300.
18
INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Association's policy provides that all loans made by the Association to
its directors and officers are made in the ordinary course of business, are made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and
do not involve more than the normal risk of collectibility or present other
unfavorable features.
During 1996, the Association paid $284,340 to the Dixon Agency, of which
Theodore R. Dixon, a director of the Company, is the sole proprietor, for
appraisal services. The Association believes that the fees charged by the Dixon
Agency are competitive in the appraisal industry and consistent with the fees
charged by other appraisal companies which perform similar duties for the
Association.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31, 1996
were Deloitte & Touche LLP. The Company's Board of Directors has reappointed
Deloitte & Touche LLP to continue as independent auditors for the Company and
the Association for the fiscal year ending December 31, 1997 subject to
ratification of such appointment by the stockholders.
Representatives of Deloitte & Touche LLP will be present at the Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders present
at the Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 1998, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders attached to this Proxy Statement, not
later than November 21, 1997. Any such proposal will be subject to 17 C.F.R.
(S) 240.14a-8 of the Rules and Regulations under the Exchange Act.
19
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. In order for a stockholder to
properly bring business before an annual meeting, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address, as it appears on the Company's
record of stockholders, a brief description of the proposed business, the reason
for conducting such business at the annual meeting, the class and number of
shares of the Company's capital stock that are beneficially owned by such
stockholder and any material interest of such stockholder in the proposed
business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement and
proxy relating to the annual meeting any stockholder proposal which does not
meet all of the requirements for inclusion established by the SEC in effect at
the time such proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.
Whether or not you intend to be present at the Meeting, you are urged to
return your proxy promptly. If you are present at the Meeting and wish to vote
your shares in person, your proxy may be revoked by voting at the Meeting.
20
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDING DECEMBER 31,
1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO FIRST BELL
BANCORP, INC., 300 DELAWARE AVENUE, SUITE 1704, WILMINGTON, DELAWARE 19801.
By Order of the Board of Directors
/s/ Robert C. Baierl
Robert C. Baierl
Secretary
Wilmington, Delaware
March 21, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
21
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FIRST BELL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1997 . 3:00 p.m.
The undersigned hereby appoints the Proxy Committee of the Board of First Bell
Bancorp, Inc. (the "Company"), each with full power of substitution to act as
attorneys and proxies for the undersigned, and to vote all shares of Common
Stock of the Company which the undersigned is entitled to vote only at the
Annual Meeting of Stockholders (the "Meeting"), to be held at 629 Lincoln
Avenue, Bellevue, Pennsylvania 15202, on April 28, 1997, at 3:00 p.m., and at
any and all adjournments thereof, as follows:
1. The election as directors of all FOR ALL
nominees listed (except as marked to FOR WITHHOLD EXCEPT
the contrary below): [_] [_] [_]
Albert H. Eckert II, William S. McMinn, and Jack W. Schweiger
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.
- - -------------------------------------------------------------------------------
2. The ratification of the appointment
of Deloitte & Touche LLP as independent FOR AGAINST ABSTAIN
auditors of the Company for the fiscal [_] [_] [_]
year ending December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS
SPECIFIED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2, THE RATIFICATION OF
ACCOUNTANTS.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE NOMINEES AS DIRECTORS
SPECIFIED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2. IF ANY OTHER BUSINESS IS
PRESENTED AT THE 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 IS SOLICITED BY THE BOARD OF DIRECTORS.
Please be sure to sign and date Date
this Proxy in the box below.
Stockholder sign above Co-holder (if any) sign above
- - -------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST BELL BANCORP, INC.
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of the Annual Meeting and of a Proxy
Statement dated March 21, 1997.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY