-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PfjP+Bmb8tCk3p1KXlouTFEahoug+Fe/7UdC6OiA4z2X5+xSD08VqqagshEAgFjP ZnIgPqJWgRDiU9nGJDUqEw== 0001024739-98-000016.txt : 19980109 0001024739-98-000016.hdr.sgml : 19980109 ACCESSION NUMBER: 0001024739-98-000016 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL BANCORP INC CENTRAL INDEX KEY: 0000855932 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 061391814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-18126 FILM NUMBER: 98503221 BUSINESS ADDRESS: STREET 1: 45-25 QUEENS BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11104 BUSINESS PHONE: 7187295002 MAIL ADDRESS: STREET 1: 45-25 QUEENS BLVD CITY: LONG ISLAND CITY STATE: NY ZIP: 11104 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14-A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] 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)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Financial Bancorp, Inc. -------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) Mary M. Sjoquist, Muldoon, Murphy & Faucette ----------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: .................................................................. 2) Aggregate number of securities to which transaction applies: .................................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): .................................................................. 4) Proposed maximum aggregate value of transaction: .................................................................. 5) Total fee paid: .................................................................. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: .................................................................. 2) Form, Schedule or Registration Statement No.: .................................................................. 3) Filing Party: .................................................................. 4) Date Filed: .................................................................. Dear Employee: The Financial Federal Savings and Loan Association Employee Stock Ownership Plan and Trust ("ESOP") holds 149,891 shares of common stock of Financial Bancorp, Inc. (the "Company"), the parent holding company for Financial Federal Savings Bank (the "Bank"), for the benefit of the employees of the Bank. As a participant in the ESOP, you may direct the voting of the shares of the Company's common stock held by the ESOP Trust allocated to your account. We, the Board of Directors, are forwarding to you the attached Vote Authorization Form, provided for the purpose of conveying your voting instructions to the ESOP Trustee. First Bankers Trust Company, a National Association, an unrelated third party, has been appointed as the corporate trustee for the ESOP (the "ESOP Trustee"). As of the Record Date, December 5, 1997, 42,711 shares of Common Stock in the ESOP had been allocated to participating employees. The ESOP trustee will vote the allocated shares held in the ESOP Trust in accordance with instructions of the participants. All unallocated shares held in the ESOP Trust and allocated shares for which voting instructions are not received will be voted in the same proportion as those allocated shares for which voting instructions are received, so long as such vote is in accordance with the provisions of the Employment Retirement Income Security Act of 1974, as amended. At this time, in order to direct the voting of shares allocated to your account under the ESOP, you must fill out and sign the enclosed Vote Authorization Form and return it in the accompanying envelope. Your vote will not be revealed, directly or indirectly, to any officer or other employee of the Company. Your shares will be tallied by an independent source and then the ESOP Trustee will vote the number of shares in the ESOP Trust for which it has received voting instructions. If you do not direct the ESOP Trustee in voting your shares, your shares will be voted by the ESOP Trustee proportionately to the voting instructions received from other ESOP participants. Sincerely, FINANCIAL BANCORP, INC. The Board of Directors NAME: ___________________________ VESTED SHARE INTEREST: _________________ VOTE AUTHORIZATION FORM I, the undersigned, understand that the ESOP Trustee is the holder of record and custodian of all shares of Financial Bancorp, Inc. (the "Company") common stock attributable to me under the Financial Federal Savings and Loan Association Employee Stock Ownership Plan and Trust. Further, I understand that my voting instructions are solicited on behalf of the Company's Board of Directors for the Annual Meeting of Stockholders on January 22, 1998. Accordingly, you are to vote all shares attributable to me as follows: 1. The election as director of all nominees listed (except as marked to the contrary below). Frank S. Latawiec and Dominick L. Segrete FOR VOTE WITHHELD --- ------------- [ ] [ ] 2. The ratification of the appointment of Radics & Co., LLC as independent auditors of Financial Bancorp, Inc. for the fiscal year ending September 30, 1998. FOR AGAINST ABSTAIN --- ------- ------- [ ] [ ] [ ] The ESOP Trustee is hereby authorized to vote any shares attributable to me in his or her trust capacity as indicated above. I understand that if I sign this form without indicating specific instructions, shares attributable to me will be voted "FOR" the listed proposals and "FOR" other matters as recommended by the Board of Directors. - ------------------------------ --------------------------------- Date Signature Please date, sign and return this form in the enclosed envelope. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS. Dear Participant: The Financial Federal Savings Bank (the "Bank") Recognition and Retention Plan (the "RRP") holds 40,017 shares of common stock of Financial Bancorp, Inc. (the "Company"), the parent holding company for the Bank, for the benefit of the employees of the Bank. As a participant in the RRP, you may direct the voting of the shares of the Company's common stock held by the RRP Trust allocated to your account. We, the Board of Directors, are forwarding to you the attached Vote Authorization form, provided for the purpose of conveying your voting instructions to the RRP Trustee. An unrelated third party has been appointed as the corporate trustee for the RRP Trust (the "RRP Trustee"). The RRP Trustee will vote those shares of the Company's common stock held in the RRP Trust in accordance with instructions of the participants. At this time, in order to direct the voting of shares allocated to your account under the RRP, you must fill out and sign the enclosed Vote Authorization Form and return it in the accompanying envelope. Your vote will not be revealed, directly or indirectly, to any officer or other employee of the Company. Your shares will be tallied by an independent source and then the RRP Trustee will vote the shares in the RRP Trust proportionately in accordance with the voting instructions received. Sincerely, FINANCIAL BANCORP, INC. The Board of Directors NAME: __________________________ NUMBER OF SHARES: ____________________ VOTE AUTHORIZATION FORM I, hereby instruct the Trustee of the Financial Federal Savings Bank Recognition and Retention Plan for Officers and Employees ("RRP") to vote all shares attributable to me as follows: 1. The election as director of all nominees listed (exept as marked to the contrary below). FOR VOTE WITHHELD --- ------------- [ ] [ ] 2. The ratification of the appointment of Radics & Co., LLC as independent auditors of Financial Bancorp, Inc. for the fiscal year ending September 30, 1998. FOR AGAINST ABSTAIN --- ------- ------- [ ] [ ] [ ] I understand that my voting instructions are solicited on behalf of the RRP Trustee for the Annual Stockholders Meeting to be held on January 22, 1998. I understand that if I sign this form without indicating specific instructions, my shares will be voted "FOR" the listed proposals and "FOR" other matters recommended by the Board of Directors. ------------------ ----------------------------- Date Signature Please date, sign and return this form in the enclosed envelope. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS Dear Participant: The Financial Federal Savings and Loan Association Incentive Savings Plan ("401(k) Plan") holds 23,880 shares of common stock of Financial Bancorp, Inc. (the "Company"), the parent holding company for Financial Federal Savings Bank (the "Bank"). As a participant in the 401(k) Plan's Employer Stock Fund, you may direct the voting of the shares of the Company's common stock held by the 401(k) Plan Trust allocated to your account. We, the Board of Directors, are forwarding to you the attached Vote Authorization form, provided for the purpose of conveying your voting instructions to the 401(k) Plan Trustee. Retirement Systems, Inc. (the "401(k) Plan Trustee") has been appointed as an unrelated corporate trustee for the 401(k) Plan. The 401(k) Plan Trustee will vote those shares of the Company's common stock held in the 401(k) Plan Trust proportionally in accordance with instructions given by the participants. At this time, in order to provide the 401(k) Plan Trustee with instructions for the voting of shares of Common Stock of the Company held by the 401(k) Plan, you must fill out and sign the enclosed Vote Authorization Form and return it to the 401(k) Plan Trustee in the accompanying envelope. Your vote will not be revealed, directly or indirectly, to any officer, other employee or director of the Company. Your shares will be tallied by an independent source and then the 401(k) Plan Trustee will vote the number of shares in the 401(k) Plan Trust in accordance with the voting instructions it receives. If you do not direct the 401(k) plan Trustee in voting your shares, your shares will be voted by the 401(k) Trustee proportionately to the voting instructions received from other 401(k) participants. Sincerely, FINANCIAL BANCORP, INC. The Board of Directors NAME ________________________________ NUMBER OF SHARES: __________________ VOTE AUTHORIZATION FORM I, hereby instruct the Financial Federal Savings and Loan Association Incentive Savings Plan ("401(k) Plan") Trustee to vote all shares attributable to me as follows: 1. The election as director of all nominee listed (except as marked to the contrary below). Frank S. Latawiec and Dominick L. Segrete FOR VOTE WITHHELD --- ------------- [ ] [ ] 2. The ratification of the appointment of Radics & Co., LLC as independent auditors of Financial Bancorp, Inc. for the fiscal year ending September 30, 1998. FOR AGAINST ABSTAIN --- ------- ------- [ ] [ ] [ ] I understand that my voting instructions are solicited on behalf of the 401(k) Trustee for the Annual Stockholders Meeting to be held on January 22, 1998. I understand that if I sign this form without indicating specific instructions, my shares will be voted "FOR" the listed proposals and "FOR" other matters recommended by the Board of Directors. ------------------ ----------------------------- Date Signature Please date, sign and return this form in the enclosed envelope. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS -----END PRIVACY-ENHANCED MESSAGE-----