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EXHIBIT 99.3
February 25, 2002
Dear Stockholder:
RE: 2002 BOARD OF DIRECTORS ELECTION
I am pleased to present the official ballot and information needed for your
company to cast its votes in the 2002 election of directors for the National
Cooperative Bank. The board of directors has fixed December 31, 2001, as the
record date for the determination of stockholders entitled to vote in the 2002
election. The votes allocated to your company are shown on the ballot.
The stockholders will elect four candidates to fill the vacancies in the 12
stockholder-elected directorships. All directors are elected to serve three-year
terms.
To be counted, all ballots must be received by the independent election teller
in the enclosed postage-paid, self-addressed envelope. The ballots must be
delivered by regular mail before or on April 12, 2002. Hand-delivered ballots
will not be accepted, nor will ballots received after April 12, 2002.
On behalf of the board of directors, we appreciate your participation, and
encourage you to cast your ballot.
Very truly yours,
Kirby J. Erickson
Chairman
NCB Board of Directors
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 2002
-----------------------------------
The 2002 annual meeting of the stockholders of National Cooperative Bank will be
held on Thursday, April 25, 2002 at 4:30 p.m., at the La Maison Francois, 4101
Reservoir Road, N.W., Washington, DC.
The board of directors and management look forward to personally greeting those
stockholders able to attend, and will respond to questions you may have
concerning NCB.
A copy of NCB's 2001 Annual Report will be mailed to stockholders under a
separate cover.
On behalf of the board of directors,
Very truly yours,
Louise M. Grant
Corporate Secretary
National Cooperative Bank
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ELECTION OF DIRECTORS
An election is being held by the holders of Class B and Class C stock to elect
four among the eight candidates nominated to fill four vacancies on the Board of
National Cooperative Bank.
Nominees for election are qualified as representatives of five classes of
cooperatives. The election rules require that the election be conducted in such
a manner so as to ensure that each of the five cooperative classes shall be
represented by at least one and no more than three directors.
Listed below, by class are all of the stockholder-elected directorships
currently filled by incumbent directors who will continue to serve out their
terms; and the number of directorships available in each class.
STOCKHOLDER-ELECTED DIRECTORSHIPS
<Table>
<Caption>
INCUMBENT AVAILABLE
CLASS OF COOPERATIVE MINIMUM MAXIMUM SEATS 2002 SEATS 2002
- -------------------- ------- ------- ---------- ----------
Consumer Services 1 3 2 1
Low Income 1 3 1 2
Other 1 3 2 1
Housing 1 3 1 2
Consumer Goods 1 3 2 1
</Table>
Under the election rules, the four nominees receiving the highest vote shall be
elected, subject to the maximum limitation imposed on each class. Stockholders
may vote for any four nominees.
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MR. WILLIAM ANDERSON, JR. is senior vice president of finance and
Picture administration at Koniag, Inc. He was elected as a board member
Here to Koniag, Inc. in 1996 and selected by other directors to serve
as secretary/treasurer. Mr. Anderson received a bachelor's degree
in general studies at Seattle Pacific University in Seattle,
Washington. He also received a bachelor's degree in accounting
and a master's degree from Western Washington University,
Bellingham, Washington.
William Anderson, JR.
Low Income
STATEMENT
In seeking a seat as a director on the board of National Cooperative Bank, I
hope to contribute by bringing my unique set of education, experience and skills
to the table. Having directors with varied backgrounds, representing diverse
perspectives, can lead to a dynamic vision, and help to see old problems in a
new way. I believe through my experience at Koniag, Inc., one of the regional
Alaska Native Corporations, I can have a positive impact on NCB's effort to
achieve its mission.
Alaska Native Corporations are unique, in that they tend to make a wide variety
of investments. Koniag, Inc. is no exception. Having served as a member of
Koniag's board of directors for four years, and through service as their senior
vice president of Finance, I've had the opportunity to be involved in
investments ranging from the development of numerous small businesses, the
acquisition of commercial real estate throughout the United States, and the
oversight of a substantial securities portfolio. My service on the board of
several other smaller corporations has helped me to gain insight into the
struggles growing businesses go through on their way to maturity. I've also had
the privilege of serving in the effort to improve the skills and education base
of our native shareholders as a director on the board of the Koniag Education
Foundation. Having earned a bachelor's degree in accounting, and a master's
degree in business administration, I also have a solid educational background to
complement my business experience.
I hope to contribute by working hard to be an effective member of the team, and
by lending my vision to the effort of meeting the new challenges National
Cooperative Bank might face in the future.
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MR. ALLAN BAUM served as managing director - senior advisor at
Picture Credit Suisse First Boston from October 1999 until he retired in
Here January 2002. Since 1986, he has served as president of
Weathervane Development Corporation. Mr. Baum received a
bachelor's degree in business administration from Columbia
University, Graduate School of Business, New York, New York.
Allan J. Baum
Housing
STATEMENT
I am honored to be under consideration for a position on the board of directors
of NCB. Having been a real estate finance professional for the past 18 years
(the last seven of which I have had the privilege of serving as senior banker
for NCB on behalf of Credit Suisse First Boston), I am confident that I would
bring a unique financial perspective and knowledge of the capital markets for
liquidity and growth, I believe my experience is particularly relevant to NCB.
I hope to assist the board with my expertise in the area of asset
securitization. As a veteran of the commercial mortgage-backed securities
industry and a former vice president of the Commercial Mortgage Securities
Association (CMSA), I have advised NCB and numerous other financial
institutions, including Teachers Insurance and the RTC, on the development of
innovative securitization programs. I have also worked extensively in the
financing of affordable housing, including tax-exempt 80/20 projects and Section
42 tax credit housing. I believe my securitization and lending expertise has
direct application to NCB' s activities, and would compliment the backgrounds of
other members of the board.
Other relevant experience for my candidacy includes the following: COOP
PRESIDENT - I have served as president of my residential cooperative in Brooklyn
Heights, New York, since 1986.
CDT BOARD MEMBER - I am currently a member of the board of directors of
Community Development Trust (CDT), a for-profit, REIT involved in the
acquisitions and financing of affordable housing. NCB is one of the original
equity investors in CDT.
I appreciate your consideration for the Board and, if elected, promise to bring
to the board the same level of enthusiasm and commitment that I believe I have
demonstrated throughout my historical relationship with NCB.
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MR. WILLIAM F. CASEY, JR. is president and treasurer of The
Picture Co-operative Central Bank Investment Fund and president of the
Here Co-operative Bank. He received a bachelor's degree and a master's
degree in business administration from Suffolk State University,
Boston, Massachusetts.
William F. Casey, Jr.
Consumer Services
STATEMENT
The Co-operative Central Bank is the Central Bank for 75 co-operative member
banks in Massachusetts. The Co-operative Central Bank is a source of cash
reserves and provides loans for liquidity purposes to our member co-operative
banks in excess of FDIC coverage limits, and other Central Bank support
services. Our member banks are community banks, ranging in size from $14 million
to $563 million, which provide the necessary financial services for individuals
and small businesses located throughout Massachusetts.
The Co-operative Central Bank has been a member and utilized NCB services since
1984. I, along with other senior officers of The Co-operative Central Bank, have
had the opportunity to interact with the president and senior management of NCB.
This open communication and close working relationship has helped both of our
organizations to better meet the objectives and goals in our mission of service
to members.
Asset liability management, credit underwriting, loan portfolio management,
liquidity funds management, capital adequacy, strategic planning, risk
management and audit committee responsibility are fundamental and necessary
elements to prudent banking for The Co-operative Central Bank, our
member-co-operative banks and NCB. With over 25 years of employment directly in
banking and over eight years in public accounting, with concentration in bank
auditing, I could apply my expertise and knowledge in these particular areas
when developing board policies, direction and long-range plans for NCB.
In summary, I believe that my co-operative bank experience and service to member
co-operative banks would supplement the various cooperative experiences of other
Board members to provide the leadership and commitment for NCB to continue its
mission, reach its goals and, at the same time, ensure the safety and soundness
of NCB.
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MR. PAUL D. GRUCZA is president of Progressive Real Estate
Picture Services Inc. AAMC. He received a bachelor's degree education at
Here Medaille College, Buffalo, New York and a master's degree
educational administration from Buffalo State College, Buffalo,
New York.
Paul D. Grucza
Housing
STATEMENT
As a director of National Cooperative Bank, I expect to contribute to the
organization the benefit of 27 years of combined banking, asset management, and
real estate management experience with the Board.
Having had vast experience dealing with the types of loans that NCB endorses and
places, and contributing to several other similar organizations in similar
capacity I bring a wealth of strategic planning initiatives, conceptual thinking
and global capabilities that would be of benefit to the Institution.
Being a creative thinker and a detail oriented professional individual,
characteristics such as those can add to the mix of talented individuals
entrusted with such an important undertaking.
I see the role of the board of directors as one of guidance, policy
establishment and the planning of strategic initiatives. Qualities such as those
are the same I bring to my daily business work which has resulted in the
creation of a successful, profit oriented company that I recently sold based
upon its solid development and oversight. I work for the benefit of those served
and undertake only those assignments where certain success can be achieved.
Such are the qualities and contributions I believe I would bring to the board
entrusted with the guidance of NCB.
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MR. H. JEFFREY LEONARD is the president and founding shareholder
Picture of Global Environment Fund (GEF). He currently serves as the
Here Chairman of the Beacon House Community. Mr. Leonard received a
bachelor's degree, magna cum laude from Harvard College,
Cambridge, Massachusetts. He holds a master's degree in economics
from London School of Economics in London, England and a
doctorate degree in philosophy from Princeton University,
Princeton, New Jersey.
H. Jeffrey Leonard
Other
STATEMENT
I am excited and honored to be nominated to the board of directors of National
Cooperative Bank. I believe that I can make a significant contribution as a
board member for the following reasons.
I am a strong advocate of the bank's mission. I understand the special
contributions made by cooperatives toward critical national economic policy
objectives; expanding access to credit for small enterprises, rural areas, and
economically depressed inner cities; encouraging employee ownership and
participation; and reducing price spreads for basic essential goods and
services. As a board member, it will be my obligation to build support for NCB's
unique role by advocating appropriate policy settings.
I endorse the bank's emphasis on its earnings base and the credit quality of its
portfolio. As head of a financial management company, my conviction is that
tight financial discipline must remain the golden rule for NCB. Nothing speaks
louder in support of the cooperative lending model than the fact that NCB's
portfolio of loans has a lower non-performance record than most commercial
lenders.
As a proprietor of a cooperatively owned small business, I must "walk the walk"
everyday. I see enormous benefits of productivity, responsibility and
collegiality since my own company GEF Management Corporation, completed our ESOP
in 1999. GEF is also a licensed Small Business Investment Company (SBIC),
helping companies address challenges that hamstring growth. GEG has also, as of
January 1, 2002, acquired 100 percent ownership of Blue Ridge ESOP Associates, a
leading provider of ESOP plan administration services.
Finally, I understand the special challenges of impoverished communities in the
inner city. I serve as chairman of the board of Beacon House, a not-for-profit
organization located in Northeast, Washington, D.C. Beacon House is the lead
agency of the Edgewood-Brookland Family Support Collaborative, a democratically
structured community initiative that coordinates housing and social service and
child welfare organizations. Beacon House is also an active collaborating
partner of Community Preservation and Development Corporation (CPDC), which is a
not-for-profit housing organization that has undertaken physical rehabilitation
of housing units in the neighborhood. I am enthusiastic about NCB's commitment
to promote community development and especially about becoming involved with the
mission of the NCB Development Corporation.
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MR. VERNON OAKES has been the owner of Oakes Management Inc.
Picture since 1985. He was coordinator of the Howard University School of
Here Business MBA Program from 1989 to 1994. He has served as an agent
for East Capitol Gardens, Washington, D.C., New Hope Cooperative,
Washington, D.C., and Arlandra Chirilagua, Alexandria, Virginia.
He received a bachelor's degree in mathematics and chemistry at
Bluefield State College, a master's degree in mathematics at Penn
State University, and a master's degree in business
administration at Stanford University, Stanford, CA.
Vernon Oakes
Consumer Services
STATEMENT
With my experience and skills I will bring these areas of expertise with me as a
member of the board: over 30 years of marketing and management skills that
include a global perspective. The last 20 years bring extensive knowledge of
housing associations.
When I was 13 years old living in Bluefield, West Virginia, I had an idea, which
I expressed as best I could to my parents and siblings. At the time, my brothers
and I were earning fifty cents per hour. My mother had just finished her
bachelor's degree and my father was working on the railroad. I explained that if
we worked, pooled our money and spent wisely, then we would want for nothing.
This was my first idea and attempt at cooperative living. I believe in and share
the team spirit of working together for the good of the group, sometimes
sacrificing self-desires knowing that in time everyone including self will be
better off.
As a director of National Cooperative Bank I would share my skills in marketing
and management, both with the local housing market and international community.
It would be my goal to identify and bring new business opportunities to the bank
while setting policies to increase management efficiencies within the operations
of the bank.
I would also work to make the National Cooperative Bank a better-known name
within the cooperative and condominium community. With my expertise in the
housing industry and working on non-profit boards I am sure I could be a
valuable member to the board. I am willing to actively participate in board
meetings, as well as, serve on committees.
I taught at the university level for 11 years and I am an effective public
speaker. I enjoy knowing that the use of my God given talents has helped someone
to learn or better their quality of life. This is the reason I apply to be a
member of the board of directors of the National Cooperative Bank.
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MR. STUART M. SAFT is partner and chair of the Real Estate
Picture Department at the law firm Wolf Haldenstein Adler Freeman & Herz
Here LLP. He has been a board member (1981 to present) and chairman
(1990 to present) of the Council of New York Cooperatives and
Condominiums in New York, New York. Mr. Saft has also served as a
board member for 15 years and president for 12 years at Park 86
Apartment Corporation in New York, New York. He received his
bachelor's degree at Hofstra University, Hampstead, New York and
a doctorate in jurisprudence at Columbia University School of
Law, New York, New York
Stuart M. Saft
Housing
Incumbent
STATEMENT
I am seeking a second three-year term to serve on the board of directors of
National Cooperative Bank because of my strong commitment to the bank's mission
and my belief that I can continue to assist the bank.
Certainly housing cooperatives are an important part of NCB's loan portfolio and
a great deal of that lending is done in New York, but I see my role on the board
as being broader. As chairman of the Council of New York Cooperatives and
Condominiums, as a member of the board of directors of the National Association
of Housing Cooperatives, as chairman of the New York City Workforce Investment
Board involved in national employment and training issues, as a life long
proponent of affordable housing, as a member of the boards and general council
of the American Woman's Economic Development Corporation and the Lupus
Foundation, as someone who has chaired the practicing Law Institute's Senior
Housing programs, and as the owner of commercial real estate, my interests and
expertise lie in virtually every area of NCB's business.
During my first term on the NCB board I have attempted to be an active board
member and now serve as chair of the Development Banking/Low Income Committee
and as a member of the Audit/Risk Management Committee. In addition, I serve on
the board of NCB, FSB, where I also serve as chair of the Loan Committee. I also
bring to the board over thirty years experience in providing pragmatic solutions
to problems involving many forms of cooperatives, but particularly those
providing housing for its members.
Furthermore, as the recession continues, my experience in doing workouts and as
the author of Commercial Real Estate Workouts and numerous articles on workouts,
foreclosure and bankruptcy and as and editor of "The Real Estate Finance
Journal" should be of assistance to NCB in avoiding and dealing with the
economic dislocation with which we are presently dealing.
I believe that I have the perspective and experience to help steer a sound
course and the optimism, creativity and commitment to help make NCB thrive.
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MR. WALDEN SWANSON is chief executive officer of Community
Picture Consulting Group Cooperative, Inc. (CCG). Mr. Swanson was manager
Here of Wheatsville Food Co-op in Austin, Texas from 1976 to 1978. He
served on the board of National Cooperative Business Association
in Washington, D.C. from 1984 to 1990 and was a resident and
board member of Whitehall Housing Cooperative in Austin, Texas
from 1976 to 1981. Mr. Swanson received a bachelor's in business
administration from the University of Texas, Austin, Texas.
Walden Swanson
Consumer Goods
STATEMENT
Cooperative Experience: My work in many cooperative sectors at the local,
regional, national, and international level will bring a unique perspective to
your board.
Here is a partial list of the cooperative sectors I have been involved in:
- Housing co-ops: BOD, developer, and member;
- Wholesale co-ops: manager and consultant;
- Retail co-ops: BOD, manager, developer, and member;
- Credit unions: BOD, developer, and member;
Board Experience: Besides having served on the NCBA board, the Cooperative
Foundation Board, and the International Cooperative Alliance Central Committee,
I have also served on many local, regional, and national cooperative boards.
Banking Experience: My preparation for serving on the NCB bank board includes:
graduate of the American Bankers Association Commercial Lending School, Credit
Union National Association School, and a Mondragon Cooperative Bank (Spain)
short course on development banking. In addition, I have worked with the Prague
based Central European Advisory Group (CEAG). CEAG has been associated with both
Salomon Brothers and Lehman Brothers in transactions representing large
companies and small countries.
Value Added: What I will add to your board is my extensive business experience,
multi-sector cooperative experience, and a penchant for innovation and
collaboration. I've received both the Cooperative Innovation Award and the
Cooperative Service Award - awards that recognize these contributions.
Conclusions: I'm interested in serving on the NCB board because I think
cooperatives can help make the world a better place to live. NCB can play a
significant role in realizing the vision of "more and more people, using more
and more services, through more and more cooperatives."