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:
[X] Preliminary Proxy Statement Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ]
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
James Monroe 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:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total Fee Paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3 Filing Party:
4. Date Filed:
JAMES MONROE BANCORP INC.
3033 WILSON BOULEVARD
ARLINGTON, VIRGINIA 22201-3843
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 10, 2002
TO THE SHAREHOLDERS OF JAMES MONROE BANCORP, INC.:
A Special Meeting of Shareholders of James Monroe Bancorp, Inc. (the
"Company"), will be held at
James Monroe Bank
3033 Wilson Boulevard
Arlington, Virginia 22201-3843
on October 10, 2002 at 6:30 p.m. for the following purpose:
1. To consider and approve an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of common stock
to 5,000,000; and
2. To transact any other business that may properly come before the meeting
or any adjournment or postponement of the meeting.
Shareholders of record as of the close of business on September 4, 2002 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement of the meeting.
By Order of the Board of Directors
Richard I. Linhart, Secretary
September 6, 2002
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN PERSON.
IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORDHOLDER IN ORDER TO VOTE IN
PERSON AT THE MEETING.
JAMES MONROE BANCORP, INC.
3033 WILSON BOULEVARD
ARLINGTON, VIRGINIA 22201-3843
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SPECIAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is being sent to shareholders of James Monroe
Bancorp, Inc., a Virginia corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at a
Special Meeting of Shareholders, to be held at 6:30 p.m. on October 10, 2002
(the "Meeting"), and at any adjournment or postponement of the Meeting. The
purposes of the Meeting are:
1. voting on an amendment to the Company's Articles of Incorporation
increasing the number of authorized shares of common stock to
5,000,000; and
2. transacting any other business that may properly come before the
Meeting or any adjournment or postponement of the Meeting.
The Meeting will be held at
James Monroe Bank
3033 Wilson Boulevard
Arlington, Virginia 22201-3843
This proxy statement and proxy card are being sent to shareholders of
the Company on or about September 6, 2002
The cost of this proxy solicitation is being paid by the Company. In
addition to the use of the mail, proxies may be solicited personally or by
telephone by officers, regular employees or directors of the Company or its
subsidiary, James Monroe Bank (the "Bank"), who will not receive any special
compensation for their services. The Company may also reimburse brokers,
custodians, nominees and other fiduciaries for their reasonable out-of-pocket
and clerical costs for forwarding proxy materials to their principals.
VOTING RIGHTS AND PROXIES
VOTING RIGHTS
Only shareholders of record at the close of business on August 26, 2002
will be entitled to notice of and to vote at the Meeting or any adjournment or
postponement of the Meeting. On that date, the Company had 1,839,564 shares of
common stock, par value $.01 per share (the "Common Stock"), outstanding, held
by approximately 742 total beneficial shareholders, including approximately 552
shareholders of record. The Common Stock is the only class of the Company's
stock of which shares are outstanding. Each share of Common Stock is entitled to
one vote on all matters submitted to a vote of the shareholders. The presence,
in person or by proxy, of not less than a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum at the
Meeting.
PROXIES
Properly executed proxies received by the Company in time to be voted
at the Meeting will be voted as specified by shareholders. In the absence of
specific instructions, proxies received will be voted FOR the amendment of the
Articles of Incorporation. No other matters, other than those relating to the
conduct to the Meeting, may be brought
before the Meeting, other than as described in this proxy statement. If other
matters are properly brought before the Meeting, the persons named in the proxy
intend to vote the shares to which the proxies relate in accordance with their
best judgment.
The judges of election appointed by the Board of Directors for the
Meeting will determine the presence of a quorum and will tabulate the votes cast
at the Meeting. Abstentions will be treated as present for purposes of
determining a quorum, but as unvoted for purposes of determining the approval of
any matter submitted to the vote of shareholders. If a broker indicates that he
or she does not have discretionary authority to vote any shares of Common Stock
on a particular matter, such shares will be treated as present for general
quorum purposes, but will not be considered as present or voted with respect to
that matter.
Please sign, date, mark and return promptly the enclosed proxy in the
postage paid envelope provided for this purpose in order to assure that your
shares are voted. You may revoke your proxy at any time before it is voted at
the Meeting:
o by granting a later proxy with respect to the same shares;
o by sending written notice to the Company's Secretary, at the
address noted above, at any time prior to the proxy being
voted; or
o by voting in person at the Meeting.
Attendance at the Meeting will not, in itself, revoke a proxy. If your
shares are held in the name of your bank or broker, you will need additional
documentation to vote in person at the meeting. Please see the voting form
provided by your recordholder for additional information regarding the voting of
your shares.
Many shareholders whose shares are held in an account at a brokerage
firm or bank will have the option to submit their proxies or voting instructions
electronically through the Internet or by telephone. Shareholders should check
the voting form or instructions provided by their recordholder to see which
options are available. Shareholders submitting proxies or voting instructions
electronically should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers and
telephone companies, that would be borne by the shareholder. To revoke a proxy
previously submitted electronically, a shareholder may simply submit a new proxy
at a later date before the taking of the vote at the Meeting, in which case, the
later submitted proxy will be recorded and the earlier proxy will be revoked.
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VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
SECURITIES OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of September 4,
2002 concerning the number and percentage of whole shares of the Company's
Common Stock beneficially owned by its directors, executive officers, and by its
directors and all executive officers as a group, as well as information
regarding each other person known by the Company to own in excess of 5% of the
outstanding Common Stock. Except as otherwise indicated, all shares are owned
directly, and the named person possesses sole voting and sole investment power
with respect to all such shares. Except as set forth below, the Company knows of
no other person or persons, who beneficially own in excess of 5% of the
Company's Common Stock. Further, the Company is not aware of any arrangement
which at a subsequent date may result in a change of control of the Company.
Name Age Position Shares Beneficially Percentage
Owned(1)
- ------------------------------------ ------- ---------------------------------- -------------------------- ------------
Directors and Executive Officers
Fred A. Burroughs, III 66 Director 27,000 1.47%
Dr. Terry L. Collins 56 Director 91,563(2) 4.98%
12701 Fair Lakes Circle
Fairfax, VA 22033
Norman P. Horn 70 Director 22,713 1.23%
Dr. David C. Karlgaard 55 Director 97,413 5.30%
12750 Fair Lakes Circle
Fairfax, VA 22033
Richard Linhart 58 Director, Executive Vice 22,650 1.23%
President and Chief Operating
Officer
Richard C. Litman 44 Director 24,513 1.33%
John R. Maxwell 41 Director, President & CEO 73,770 4.01%
Dr. Alvin E. Nashman 75 Director 45,963(3) 2.50%
Helen L. Newman 58 Director 40,413(4) 2.20%
Thomas L. Patterson 49 Director 29,985(5) 1.63%
David W. Pijor 49 Chairman of the Board and 33,180(6) 1.80%
Director
Russell E. Sherman 65 Director 20,163 1.10%
Executive Officers and Directors
as a Group (12 individuals) 529,326 (1) 28.77%
Principal Shareholders
Nino Vaghi 151,725 8.25%
c/o National Mailing Systems
1749 Old Meadow Road
McLean, VA 22101
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(1) The shares "beneficially owned" by an individual are determined
in accordance with the definitions of "beneficial ownership" set forth
in the General Rules and Regulations of the U.S. Securities and
Exchange Commission and may include shares owned by or for the
individual's spouse and minor children and any other relative of the
individual who lives in the same home, as well as shares to which the
individual has, or shares, voting or investment power, or has the right
to acquire beneficial ownership within sixty (60) days after September
4, 2002. Beneficial ownership may be disclaimed as to certain of the
shares.
Directors and executive officers beneficially own the following stock
options which are exercisable within 60-days following March 15, 2002:
Burroughs--4,500; Collins--10,563 shares; Horn--7,713 shares;
Karlgaard--13,563 shares; Linhart--20,400 shares; Litman--13,263
shares; Maxwell--55,320 shares; Nashman--1,113; Newman--1,113 shares;
Patterson--6,813 shares; Pijor--19,563 shares; Sherman--8,913 shares.
(2) Excludes 1,650 shares of Common Stock held individually by Mr. Collins'
daughter. Mr. Collins disclaims beneficial ownership of the shares of
Common Stock held by his daughter.
(Footnotes continued on following page)
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(Footnotes continued from preceding page)
(3) Includes 5,250 shares held individually by his spouse.
(4) Includes 36,300 shares of Common Stock held individually by Mrs. Newman
and 3,000 shares of Common Stock held individually by her spouse.
(5) Includes 12,069 shares held in various trusts which Mr. Patterson has
voting and/or investment power. Does not include 5,069 shares held by
Mr. Patterson's sibling for benefit of Mr. Patterson's son.
(6) Includes 10,992 shares held individually by Mr. Pijor, 2,325 shares
held jointly, and 300 shares held by his minor children which Mr. Pijor
claims beneficial ownership.
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL STOCK
At the Meeting, the shareholders are being asked to approve an
amendment to the Company's Articles of Incorporation which would increase the
number of authorized shares of common stock from 2,000,000 shares to 5,000,000
shares. The Board of Directors is proposing the amendment to ensure that a
sufficient amount of capital stock is available for issuance in the future by
the Company, upon action of the Board of Directors. The Board of Directors
believes that the proposed increase in the authorized common stock is in the
best interest of Bancorp and unanimously recommends a vote FOR the proposed
amendment.
The Amendment. The Board of Directors has approved, subject to
shareholder approval, the amendment of the first sentence of Article V of the
Articles of Incorporation to read in its entirety as follows:
"The aggregate shares which the Corporation shall have the
authority to issue and the par value per share are as follows:
5,000,000 shares of Common Stock, each share having a par
value of One Dollar ($1.00)."
Purpose of Amendment. The Articles of Incorporation currently authorize
the issuance of up to 2,000,000 shares of capital stock, all of which are Common
Stock. As of the record date for the meeting, and as adjusted for the three for
two stock split in the form of a 50% stock dividend which was paid on July 25,
2002, the Company had 1,839,564 shares of common stock outstanding and 227,640
shares of Common Stock reserved for issuance to directors, officers and
employees under the Company's stock option plan. The Company has no authorized
shares available for issuance in future capital raising transactions, as stock
dividends, stock splits or for other corporate purposes. The directors and
executive officers have temporarily agreed to suspend their ability to exercise
their 168,087 options under the Company's option plans until the Company has
legally available sufficient shares of capital stock. Apart from issuances upon
the exercise of options under existing benefit plans, the Company has no
immediate intentions to issue any additional shares of Common Stock. In the
future, the Company may issue common stock in connection with, among other
things, further capital raising, corporate acquisitions and other transactions,
stock splits, stock dividends, and existing and future benefit plans
While the Company currently does not have any plans to issue additional
capital stock (other than pursuant to various compensation and benefit plans
currently in existence), the Board of Directors may determine that the issuance
of additional stock in the future, either in connection with capital raising, a
corporate acquisition or otherwise, is in the best interests of the Company. In
such an instance, any delay required to obtain, at that time, shareholder
approval of the authorization of additional shares may render any proposed
transaction more expensive, or make corporate goals more difficult to
accomplish. Therefore, the Board is proposing an amendment of the Articles of
Incorporation to increase the authorized capital stock from 2,000,000 to
5,000,000 shares.
Authorized, unissued and unreserved capital stock may be issued from
time to time for any proper purpose without further action of the shareholders,
except as required by the Articles of Incorporation and applicable law. Each
share of common stock authorized for issuance has the same rights as, and is
identical in all respects to, each other share of common stock. The newly
authorized shares of common stock will not affect the rights, such as voting and
liquidation rights, of the shares of common stock currently outstanding.
Shareholders will not have preemptive rights to purchase any subsequently issued
shares of common stock.
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The ability of the Board of Directors to issue additional shares of
capital stock without additional shareholder approval may be deemed to have an
anti-takeover effect, since unissued and unreserved shares of capital stock
could be issued by the Board of Directors in circumstances that may have the
effect of deterring takeover bids. The Board of Directors does not intend to
issue any additional shares of capital stock except on terms which it deems in
the best interests of Bancorp and its shareholders.
Vote Required and Recommendation of the Board of Directors. Approval of
the proposed amendment to the Articles of Incorporation requires the favorable
vote of at least two-thirds of the outstanding stock entitled to vote. It is
expected that all of the 377,122 shares, or 20.5%, of the common stock
outstanding as of September 4, 2002, over which directors and executive officers
of the Company exercise voting power will be voted for the proposed amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDMENT.
10-KSB ANNUAL REPORT
THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER SOLICITED HEREBY, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, UPON WRITTEN REQUEST.
REQUESTS SHOULD BE DIRECTED TO THE COMPANY'S CHIEF FINANCIAL OFFICER, RICHARD I.
LINHART, 3003 WILSON BOULEVARD, ARLINGTON, VIRGINIA 22207.
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters
to be presented for action by shareholders at the Meeting. If, however, any
other matters not now known are properly brought before the meeting or any
adjournment thereof, the persons named in the accompanying proxy will vote such
proxy in accordance with their judgment on such matters.
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REVOCABLE PROXY
JAMES MONROE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby makes, constitutes and appoints David W. Pijor
and John R. Maxwell, and each of them (with the power of substitution), proxies
for the undersigned to represent and to vote, as designated below, all shares of
common stock of James Monroe Bancorp, Inc. (the "Company") which the undersigned
would be entitled to vote if personally present at the Company's Special Meeting
of Shareholders to be held on October 10, 2002 and at any adjournment or
postponement thereof.
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN the proposal to approve the
amendment to the Company's Articles of
Incorporation.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the proposal to approve the amendment to the Company's Articles of
Incorporation. In addition, this proxy will be voted at the discretion of the
proxy holder(s) upon any other matter which may properly come before the Meeting
or any adjournment or postponement of the Meeting.
Important: Please date and sign your name as addressed, and return this proxy in
the enclosed envelope. When signing as executor, administrator, trustee,
guardian, etc., please give full title as such. If the shareholder is a
corporation, the proxy should be signed in the full corporate name by a duly
authorized officer whose title is stated.
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Signature of Shareholder
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Signature of Shareholder
Dated: , 2002
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
[ ] PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE SPECIAL MEETING.