Current Report
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
May 20,
2009
BENEFICIAL MUTUAL BANCORP,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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United
States
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1-33476
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56-2480744
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
|
|
incorporation
or organization)
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File
Number)
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Identification
No.)
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510 Walnut Street,
Philadelphia, Pennsylvania 19106
(Address
of principal executive offices) (Zip Code)
(215)
864-6000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03
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Amendment to Articles
of Incorporation or Bylaws; Change in Fiscal
Year.
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(a) Effective
May 20, 2009, the Board of Directors of Beneficial Mutual Bancorp, Inc. (the
“Company”) amended Article III, Section 2 of the Company’s Bylaws to decrease
the number of Company directors from thirteen (13) to twelve (12). A
copy of the Company’s Bylaws, as amended, is attached hereto as Exhibit 3.2 and
is incorporated herein by reference.
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Item
7.01
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Regulation FD
Disclosure.
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On May
20, 2009, Gerard P. Cuddy, President and Chief Executive Officer of the Company,
made a slide presentation at the Company’s 2009 annual meeting of
stockholders. The presentation materials include information
regarding the Company’s operating and growth strategies and financial
performance. The presentation materials will also be posted to the Company’s
website on May 20, 2009. Pursuant to Regulation FD, the presentation
materials are attached hereto as Exhibit 99.1.
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Item
9.01
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Financial Statements
and Exhibits.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
| BENEFICIAL MUTUAL BANCORP, INC. | |||
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Date: May
20, 2009
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By:
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/s/ Joseph F. Conners | |
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Joseph
F. Conners
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|||
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Executive
Vice President and Chief Financial
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|||
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Officer
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Exhibit 3.2
FEDERAL
MHC SUBSIDIARY HOLDING COMPANY
BYLAWS
OF
BENEFICIAL
MUTUAL BANCORP, INC.
ARTICLE
I - Home Office
The home
office of Beneficial Mutual Bancorp, Inc., a federal mutual holding company
subsidiary holding company (the “Company”) shall be located at 510 Walnut
Street, Philadelphia, Pennsylvania 19106.
ARTICLE
II –Stockholder Provisions
Section 1. Place of
Meetings.
All annual and special meetings of the stockholders
shall be held at the home office of the Company or at such other convenient
place as the board of directors may determine.
Section 2. Annual
Meeting.
A meeting of the stockholders of the Company for the
election of directors and for the transaction of any other business of the
Company shall be held annually within 150 days after the end of the Company’s
fiscal year on a date and time determined by the board of directors; provided,
however, that the annual meeting of shareholders for the fiscal year ended
December 31, 2007 shall be held no later than August 31, 2008 on such date as
the board of directors may determine.
Section 3 Special
Meetings.
Special meetings of the stockholders for any purpose
or purposes, unless otherwise prescribed by the regulations of the Office of
Thrift Supervision (“Office”), may be called at any time by the president or by
action of a majority of the board of directors and shall be called by the
president, or the secretary upon the written request of the holders of not less
than one-tenth of all of the outstanding capital stock of the
Company. Such written request shall state the purpose or purposes of
the meeting and shall be delivered to the home office of the Company addressed
to the president or the secretary.
Section 4. Conduct of
Meetings.
Annual and special meetings shall be conducted in accordance
with the most current edition of Robert’s Rule of Order unless otherwise
prescribed by regulations of the Office or these bylaws or the board of
directors adopts another written procedure for the conduct of
meetings. The board of directors shall designate the president to
preside at such meetings. In the event the president is not present,
the board of directors shall designate the chairman of the executive committee
to preside at such meeting.
Section 5. Notice of
Meetings.
Written notice stating the place, day, and hour of
the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the president
or the secretary, or the directors calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the mail, addressed to the
stockholder at the address as it appears on the stock transfer books or records
of the Company as of the record date prescribed in Section 6 of this Article II
with postage prepaid. When any stockholders’ meeting, either annual
or special, is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. It shall not be
necessary to give any notice of the time and place of any meeting adjourned for
less than 30 days or of the business to be transacted at the meeting, other than
an announcement at the meeting at which such adjournment is taken.
Section 6. Fixing of
Record Date.
For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment, or stockholders entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
board of directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of stockholders, not fewer than 10
days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any
adjournment.
Section 7. Voting
List
. At least 20 days before each meeting of the
stockholders, the officer or agent having charge of the stock transfer books for
shares of the Company shall make a complete list of the stockholders of record
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by
each. This list of stockholders shall be kept on file at the home
office of the Company and shall be subject to inspection by any stockholder of
record or the stockholder’s agent at any time during usual business hours for a
period of 20 days prior to such meeting. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any stockholder of record or any stockholder’s agent during the
entire time of the meeting. The original stock transfer book shall
constitute prima facie evidence of the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders. In
lieu of making the stockholder list available for inspection by stockholders as
provided in the preceding paragraph, the board of directors may elect to follow
the procedures prescribed in
§
552.6(d) of the
Office’s regulations as now or hereafter in effect.
Section
8. Quorum.
A majority of the outstanding shares of
the Company entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a
majority of the outstanding shares is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might
have been transacted at the meeting or originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to constitute less than a quorum. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number of stockholders voting
together or voting by classes is required by law or the
charter. Directors, however, are elected by a plurality of the votes
cast at an election of directors.
Section
9. Proxies.
At all meetings of stockholders, a
stockholder, may vote by proxy executed in writing by the stockholder or by his
or her duly authorized attorney in fact. Proxies may be given
telephonically or electronically as long as the holder uses a procedure for
verifying the identity of the stockholder. Proxies solicited on
behalf of the management shall be voted as directed by the stockholder or, in
the absence of such direction, as determined by a majority of the board of
directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.
Section 10.
Voting of Shares in the Name of Two
or More Persons.
When ownership stands in the name of two or
more persons, in the absence of written directions to the Company to the
contrary, at any meeting of the stockholders of the Company any one or more of
such stockholders may cast, in person or by proxy, all votes to which such
ownership is entitled. In the event an attempt is made to cast
conflicting votes, in person or by proxy, by the several persons in whose names
shares of stock stand, the vote or votes to which those persons are entitled
shall be cast as directed by a majority of those holding such and present in
person or by proxy at such meeting, but no votes shall be cast for such stock if
a majority cannot agree.
Section 11. Voting of
Shares by Certain Holders.
Shares standing in the name of
another corporation may be voted by any officer, agent, or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
board of directors of such corporation may determine. Shares held by
an administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into his or her
name. Shares held in trust in an IRA or Keogh Account, however, may
be voted by the Company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer into his or her name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed. A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Neither treasury shares of its own stock held
by the Company nor shares held by another corporation, if a majority of the
shares entitled to vote for the election of directors of such other corporation
are held by the Company, shall be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of any
meeting.
Section 12. No Cumulative
Voting.
Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder. No holder of
such shares shall be entitled to cumulative voting for any purpose.
Section 13. Inspectors of
Election.
In advance of any meeting of stockholders, the board
of directors may appoint any person other than nominees for office as inspectors
of election to act at such meeting or any adjournment. The number of
inspectors shall be either one or three. Any such appointment shall
not be altered at the meeting. If inspectors of election are not so
appointed, the president may, or on the request of not fewer than 10 percent of
the votes represented at the meeting shall, make such appointment at the
meeting. If appointed at the meeting, the majority of the votes
present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear
or fails or refuses to act, the vacancy may be filled by appointment by the
board of directors in advance of the meeting or at the meeting by the
president. Unless otherwise prescribed by regulations of the Office,
the duties of such inspectors shall include: determining the number
of shares and the voting power of each share, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect of
proxies; receiving votes, ballots, or consents; hearing and determining all
challenges and questions in any way arising in connection with the rights to
vote; counting and tabulating all votes or consents; determining the result; and
such acts as may be proper to conduct the election or vote with fairness to all
stockholders.
Section 14. Nominating
Committee.
The board of directors shall act as the nominating
committee for selecting the management nominees for election as directors and
shall select nominees based upon recommendations from the Corporate Governance
Committee. Except in the case of a nominee substituted as a result of
the death or other incapacity of a management nominee, the nominating committee
shall deliver written nominations to the secretary at least 20 days prior to the
date of the annual meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Company. No
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by stockholders are
made in writing and delivered to the secretary of the Company at least 30 days
prior to the date of the annual meeting; provided however that in the event that
less than 40 days notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder must be received not
later than the close of business on the 10
th
day
following the day on which notice of the date of the annual meeting was mailed
or such public disclosure was made. Upon delivery, such nominations
shall be posted in a conspicuous place in each office of the
Company. Ballots bearing the names of all persons nominated by the
nominating committee and by stockholders shall be provided for use at the annual
meeting. However, if the nominating committee shall fail or refuse to
act at least 20 days prior to the annual meeting, nominations for directors may
be made at the annual meeting by any stockholder entitled to vote and shall be
voted upon.
Section 15. New
Business.
Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the Company
at least 30 days before the date of the annual meeting; provided, however, that
in the event that less than 40 days notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice the shareholder
must be received not later than the close of business on the 10
th
day
following the day on which notice of the date of the annual meeting was mailed
or such public disclosure was made, and all business so stated, proposed, and
filed shall be considered at the annual meeting; but no other proposal shall be
acted upon at the annual meeting. Any stockholder may make any other
proposal at the annual meeting and the same may be discussed and considered, but
unless stated in writing and filed with the secretary at least 30 days before
the meeting, such proposal shall be laid over for action at an adjourned,
special, or annual meeting of stockholders taking place 30 days or more
thereafter. A shareholder’s notice to the secretary shall set forth
as to each matter the shareholder proposed to bring before the annual meeting
(a) a brief description of the proposal desired to be brought before the annual
meeting and (b) the name and address of such shareholder and the class and
number of shares of the Subsidiary Holding Company which are owned of record or
beneficially by such shareholder. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting of reports
of officers, directors, and committees; but in connection with such reports, no
new business shall be acted upon at such annual meting unless stated and field
as herein provided.
Section 16. Informal
Action by a Stockholder.
Any action required to be taken at a
meeting of the stockholders, or any other action which may be taken at a meeting
of the stockholders, may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be given by the stockholders entitled
to vote with respect to the subject matter.
ARTICLE
III - Board of Directors
Section 1. General
Powers.
The business and affairs of the Company shall be under
the direction of its board of directors. The board of directors shall
annually elect a president from among its members, who shall also be chairman of
the board of directors, and shall designate, when present, the president to
preside at its meetings. When the president is not present the
chairman of the executive committee shall preside over the meetings of the board
of directors. The presiding officer shall decide all questions of
order and shall have the same voting rights as other members. The
decision of the presiding officer on all such questions shall be final, unless
an appeal therefrom to the board of directors be made by two members of the
board of directors in which case the votes of at least two-thirds of those
present shall be required to override the decision of the presiding
officer.
Section 2. Number and
Term.
The board of directors shall consist of twelve (12)
members and shall be divided into three classes as nearly equal in number as
possible. Each member, subject to Sections 9 and 14 of this Article
III, shall hold office for a term of three years and until their successor is
elected and qualified. One class shall be elected by ballot
annually.
Section 3. Regular
Meetings.
A regular meeting of the board of directors shall be
held without other notice than this bylaw following the annual meeting of
shareholders. The board of directors may provide, by resolution, the
time and place, for holding of additional regular meetings without other notice
than such resolution.
Members
of the board of directors may participate in regular meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same
time. Such participation shall constitute presence in
person.
Section 4. Special
Meetings.
Special meetings of the board of directors may be
called by or at the written request of the president or one-third of the
directors. The persons authorized to call special meetings of the
board of directors may fix any place, within the Company’s normal lending
territory, as the place for holding any special meeting of the board of
directors called by such persons.
Members
of the board of directors may participate in special meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation
shall constitute presence in person.
Section
5. Notice.
Written notice of any special meeting of
the board of directors or of any committee designated thereby
shall be given to each
director at least 24 hours. Such notice shall be deemed to be
delivered when deposited in the mail so addressed, with postage prepaid if
mailed, or when the Company receives notice of delivery if electronically
transmitted. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express’ purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted nor the purpose of
any meeting of the board of directors need be specified in the notice or waiver
of notice of such meeting.
Section
6. Quorum.
A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the board of directors; but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time. Notice of any adjourned
meeting shall be given in the same manner as prescribed by Section 5 of this
Article III.
Section 7. Manner of
Acting.
The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors,
unless a greater number is prescribed by regulation of the Office or by these
bylaws.
Section 8. Action Without a
Meeting.
Any action required or permitted to be taken by the
board of directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors.
Section
9. Resignation.
Any director may resign at any time
by sending a written notice of such resignation to the home office of the
Company addressed to the president. Unless otherwise
specified, such resignation shall take effect upon receipt by the
president.
More than
three consecutive absences from regular meetings of the board of directors,
unless excused by resolution of the board of directors shall automatically
constitute a resignation, effective when such resignation is accepted by the
board of directors.
Section
10. Vacancies.
Any vacancy occurring on the board
of directors may be filled by the affirmative vote of a majority of the
remaining directors although less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected to
serve only until the next election of directors by the
shareholders. Any directorship to be filled by reason of an increase
in the number of directors may be filled by election by the board of directors
for a term of office continuing only until the next election of directors by the
shareholders.
Section
11. Compensation.
Directors, as such, may receive
compensation for their services. By resolution of the board of
directors, a reasonable fixed sum, and reasonable expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
board of directors. Members of either standing or special committees
may be similarly allowed such compensation for attendance at committee meetings
as the board of directors may determine.
Section 12. Removal of
Directors.
Any director may be removed for cause by action of
a majority of the shares then entitled to vote at an election of
directors.
Section 13. Director
Emeritus.
In order that the Company may continue to benefit
from the wisdom and experience of a member who, due to health or advanced years,
is not able to devote the time or energy required of a member, the board of
directors at the meeting immediately following the date on which the member
resigned may elect the former member as a Director Emeritus. A quorum
must be present and the person must receive an affirmative vote of two-thirds of
those present. A Director Emeritus shall be welcome to attend all
meetings of the board of directors and such committee meetings as the presiding
officer shall request. The term of an appointment shall be until the
first meeting of the board of directors in the next calendar year at which time
the appointment shall terminate unless it is renewed by an affirmative vote of
two-thirds of those present. A Director Emeritus shall not vote and
shall not be included in the determination of a quorum.
Section 14. Age
Limitation.
Any person who becomes a member after January 1,
2002 shall not be eligible for election or reelection at the annual meeting in
January to the board of directors, if such person will attain seventy-five (75)
years of age during the year in which such member’s election or reelection to
the board of directors would otherwise occur. This limitation shall
not serve to shorten the term of any incumbent member of the Company and shall
not apply to a person serving as a Director Emeritus of the
Company. Any president elected for the first time after
January 1, 2002 shall not be eligible for election or reelection to the board of
directors, if such president will attain seventy (70) years of age during the
year in which the retiring president’s election or reelection to the board of
directors would otherwise occur.
Section 15. Integrity of
Directors.
A person is not qualified to serve as a director if
he or she: (1) is under indictment for, or has ever been convicted of, a
criminal offense involving dishonesty or breach of trust and the penalty for
such offense could be imprisonment for more than one year, or (2) is a person
against who a banking agency has, within the past ten years, issued a cease and
desist order for conduct involving dishonesty or breach of trust and that order
is final and not subject to appeal, or (3) has been found either by a regulatory
agency whose decision is final and not subject to appeal or by a court to have
(i) breached a fiduciary duty involving personal profit or (ii) committed a
willful violation of any law, rule or regulation governing banking, securities,
commodities or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency.
ARTICLE
IV - Executive and Other Committees
Section
1. Appointment.
The board of directors may, by
resolution adopted by a majority of the full board, elect not less than three
directors to constitute an executive committee which shall meet
regularly. The designation of any committee pursuant to this Article
IV and the delegation of authority shall not operate to relieve the board of
directors, or any director, of any responsibility imposed by law or
regulation. If it appears that one or more members of the executive
committee or any other committee will be unable to attend a given committee
meeting, the president may appoint other members of the board of directors to
serve at said meeting.
Section
2. Authority.
In the event elected, the executive
committee, when the board of directors is not in session, shall have and may
exercise all of the authority of the board of directors except to the extent, if
any, that such authority shall be limited by the resolution appointing the
executive committee; and except also that the executive committee shall not have
the authority of the board of directors with reference to: (1) the
declaration of dividends; (2) the amendment of the charter or bylaws of the
Company; (3) the election or removal of members, Directors Emeritus, or
officers; (4) the approval of any plan of conversion, merger or other
reorganization, consolidation or voluntary dissolution of the Company or its
capital; (5) entering into any formal agreements with any regulatory agency of
the United States or the Commonwealth of Pennsylvania; (6) any revocation of the
same; (7) selling or transferring more than five (5%) percent of the
assets of the Company to a company not controlled by the Company or Beneficial
Savings Bank MHC; or (8) the approval of a transaction in which any member of
the executive committee, directly or indirectly, has any material beneficial
interest.
Section
3. Tenure.
Subject to the provisions of Section 8
of this Article IV, each member of the executive committee shall hold office
until the next regular annual meeting of the board of directors following his or
her designation and until a successor is designated as a member of the executive
committee.
Section
4. Meetings.
Regular meetings of the executive
committee may be held without notice at such times and places as the executive
committee may fix from time to time by resolution. Special meetings
of the executive committee may be called by any member thereof upon not less
than one day’s notice stating the place, date, and hour of the meeting, which
notice may be written or oral. Any member of the executive committee
may waive notice of any meeting and no notice of any meeting need be given to
any member thereof who attends in person. The notice of a meeting of
the executive committee need not state the business proposed to be transacted at
the meeting.
Section
5. Quorum.
Not less than three members of the
executive committee and a majority of any other committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of the
executive committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present. Ex
officio members present shall be considered in establishing a
quorum.
Section 6. Action Without
a Meeting.
Any action required or permitted to be taken by the
executive committee at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of the executive committee.
Section
7. Vacancies.
Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of the full board
of directors.
Section 8. Resignations
and Removal.
Any member of the executive committee may be
removed at any time with or without cause by resolution adopted by a majority of
the full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the Company. Unless otherwise
specified, such resignation shall take effect upon its receipt; the acceptance
of such resignation shall not be necessary to make it effective.
Section
9. Procedure.
The executive committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these bylaws. It shall keep regular
minutes of its proceedings and report the same to the board of directors for its
information at the meeting held next after the proceedings shall have
occurred.
Section 10. Other
Committees.
The board of directors may by resolution establish
an audit, compensation and corporate governance, or other committees composed of
directors as they may determine to be necessary or appropriate for the conduct
of the business of the Company and may prescribe the duties, constitution, and
procedures thereof.
ARTICLE
V - Officers
Section
1. Positions.
The officers of the Company shall be
a president, one or more vice presidents, one of whom shall be designated as
Chief Financial Officer of the Company and one of whom shall be designated as
the Controller of the Company, a secretary, and a treasurer, each of whom shall
be elected by the board of directors. The offices of the secretary
and treasurer may be held by the same person and a vice president may also be
either the secretary, the treasurer or the comptroller. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. The board of directors may also elect or
authorize the appointment of such other officers as the business of the Company
may require. No officer need be a member of the board of directors
except for the president. The officers shall have such authority and
perform such duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors, the
officers shall have such powers and duties as generally pertain to their
respective offices.
Section 2. Election and
Term of Office.
The officers of the Company shall be elected
annually at the first meeting of the board of directors held after each annual
meeting of the stockholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been
duly elected and qualified or until the officer’s death, resignation, or removal
in the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual
rights. The board of directors may authorize the Company to enter
into an employment contract with any officer in accordance with regulations of
the Office; but no such contract shall impair the right of the board of
directors to remove any officer at any time in accordance with Section 3 of this
Article V.
Section
3. Removal.
Any officer may be removed by the board
of directors whenever in its judgment the best interests of the Company will be
served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights of the person so removed.
Section
4. Vacancies.
A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise may be filled by the
board of directors for the unexpired portion of the term.
Section
5. Remuneration.
The remuneration of the officers
shall be fixed from time to time by the board of directors by employment
contracts or otherwise.
ARTICLE
VI - Contracts, Loans, Checks, and Deposits
Section
1. Contracts.
To the extent permitted by
regulations of the Office, and except as otherwise prescribed by these bylaws
with respect to certificates for shares, the board of directors may authorize
any officer, employee, or agent of the Company to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Company. Such authority may be general or confined to specific
instances.
Section
2. Loans.
No loans shall be contracted on behalf of
the Company and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general
or confined to specific instances.
Section 3. Checks, Drafts,
etc.
All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
Company shall be signed by one or more officers, employees, or agents of the
Company in such manner as shall from time to time be determined by the board of
directors.
Section
4. Deposits.
All funds of the Company not otherwise
employed shall be deposited from time to time to the credit of the Company in
any duly authorized depositories as the board of directors may
select.
ARTICLE
VII - Certificates for Shares and Their Transfer
Section 1. Certificates
for Shares.
Unless the board of directors authorizes the
issuance of certificateless shares and such issuance is not otherwise prohibited
by the Company’s Charter, each stockholder shall be entitled to a certificate or
certificates that shall represent and certify the number of shares of any class
of stock owned by him in the Corporation. Certificates representing shares of
capital stock of the Company shall be in such form as shall be determined by the
board of directors and approved by the Office. Such certificates
shall be signed by the president or by any other officer of the Company
authorized by the board of directors, attested by the secretary or an assistant
secretary, and sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the Company itself or one of its
employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address
of the person to whom the shares are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the
Company. All certificates surrendered to the Company for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares has been surrendered and cancelled,
except that in the case of a lost or destroyed certificate, a new certificate
may be issued upon such terms and indemnity to the Company as the board of
directors may prescribe.
Section 2. Transfer of
Shares.
Transfers of shares of stock of the Company shall be
made on the books of the Company by the holder of record thereof (i) if a
certificate or certificates have been issued, upon the surrender of the
certificate or certificates, properly endorsed or accompanied by proper
instruments of transfer, representing such shares; or (ii) as otherwise
prescribed by the board of directors. Authority for such transfer
shall be given only by the holder of record or by his legal representative, who
shall furnish proper evidence of such authority, or by his attorney authorized
by a duly executed power of attorney and filed with the Company. The
person in whose name shares of capital stock stand on the books of the Company
shall be deemed by the Company to be the owner for all purposes.
ARTICLE
VIII - Fiscal Year; Annual Audit
The
fiscal year of the Company shall end on the 31st day of December of each
year. The Company shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and
responsible to the board of directors. The appointment of such
accountants shall be subject to annual ratification by the
stockholders.
ARTICLE
IX - Dividends
Subject
to the terms of the Company’s Articles of Incorporation and the regulations and
orders of the Office of Thrift Supervision, the board of directors may, from
time to time, declare, and the Company may pay, dividends on its outstanding
shares of capital stock.
ARTICLE
X - Corporate Seal
The board
of directors shall provide a Company seal.
ARTICLE
XI - Amendments
These
bylaws may be amended in a manner consistent with regulations of the Office and
shall be effective after: (i) approval of the amendment by a majority vote of
the authorized board of directors, or by a majority vote of the votes cast by
the shareholders of the Company at any legal meeting, and (ii) receipt of any
applicable regulatory approval. When the Company fails to meet its
quorum requirements, solely due to vacancies on the board, then the affirmative
vote of a majority of the sitting board will be required to amend the
bylaws.
ARTICLE
XII – Indemnification
Section
1. Indemnification.
The Company shall indemnify its
directors, officers and employees to the fullest extent authorized by applicable
law and regulations as the same exists or may hereafter be amended.
Section 2. Payment of
Expenses.
If a majority of the directors of the Company
concludes that, in connection with an action, any person ultimately may become
entitled to indemnification as authorized in Section 1 of this Article, the
directors shall authorize payment of reasonable costs and expenses, including
reasonable attorney’s fee, arising from defense or settlement of such
action. This obligation shall; however, not prevent the directors of
the Company from imposing such conditions on a payment of expenses as they deem
warranted and in the best interest of the Company. Before making an
advance under this section of these bylaws, the Company shall obtain an
agreement that the Company will be repaid if the person on whose behalf payment
is made is later determined not to be entitled to such
indemnification.
Section
3. Insurance.
The Company shall have the power to
purchase and maintain insurance to protect it and any person who is or was a
member of the board of directors, officer or employee of the Company from
potential losses arising from claims against any of them for alleged wrongful
acts, or wrongful acts, committed in their capacity as a director, officer or
employee of the Company. However, the Company may not obtain
insurance which provides for payment of losses of any person incurred as a
consequence of his or her willful or criminal misconduct.
9
Exhibit 99.1
ANNUAL MEETING OF
SHAREHOLDERS
Beneficial Mutual Bancorp, Inc.
(MHC)
NASDAQ: BNCL
May 20, 2009
May 22, 2008
Safe
Harbor
Statement
This presentation may contain
projections and other “forward-looking statements”
within the meaning of the federal
securities laws. These statements are not historical
facts, rather statements based on the
current expectations of Beneficial Mutual
Bancorp, Inc. (the “Company”) regarding
its business strategies, intended results and
future performance. Forward-looking
statements are preceded by terms such as
“expects,” “believes,” “anticipates,”
“intends” and similar expressions.
Management’s ability to predict results
or the effect of future plans or strategies is
inherently uncertain. Factors that could
affect actual results include interest rate
trends, the general economic climate in
the market area in which the Company
operates, as well as nationwide, the
Company’s ability to control costs and expenses,
competitive products and pricing, loan
delinquency rates, changes in federal and state
legislation and regulation and other
factors that may be described in the Company’s
filings with the Securities and Exchange
Commission, including its Annual Reports on
Form 10-K and Quarterly Reports on Form
10-Q and other required filings. These
factors should be considered in
evaluating the forward-looking statements and undue
reliance should not be placed on such
statements. The Company assumes no
obligation to update any forward-looking
statements.
This presentation includes interim and
unaudited financials, which are subject to
further review by the Company’s
independent accountants.
2
Beneficial Mutual Bancorp, Inc. -Company
Profile
• Holding Company for Beneficial
Bank
– Founded in 1853
– Oldest and largest bank headquartered
in
Philadelphia
– 68 branches
• 38 in
Pennsylvania
• 30 in
New Jersey
• IPO Date: July
2007
• Ticker: BNCL
• Website:
www.thebeneficial.com
• 5th largest publicly traded MHC in
U.S.
– Market Capitalization: $742
million
– Average Daily Volume: 151,528
shares
• Balance Sheet
Strength
– Assets: $4.0
billion
– Deposits: $2.9
billion
– Loans: $2.5
billion
– Equity: $620
million
–TARP: $0
3
4
Branch Map
Current Branches
Planned
Branches
Management Team
Name Position
• Gerard Cuddy Chief Executive
Officer
• Joseph Conners Chief Financial
Officer
• Andrew Miller EVP –
Lending
• Denise Kassekert EVP – Community
Banking
• Robert Bush EVP – Advisory
Services
• Cecile Colonna VP -Human
Resources
• Cheryl Giles VP
-Training
• Robert
Maines
SVP -Risk
Management
• Joseph Reithmeier SVP -Information
Technology
• Joanne Ryder SVP
-Marketing
• Robert Juliano VP -The Beneficial
Foundation
6
Total Assets ($mm)
$2,392 $2,300
$3,558
$4,002 $4,049
$2,333
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
2004 2005 2006 2007 2008
1Q09
Credit Culture
• Disciplined underwriting through all
credit cycles
• No subprime
lending
• Portfolio lender
• Diverse portfolio
– Commercial
– Consumer
– Residential
• In-market lender and local decision
maker
• Proactive risk
management
8
Loans ($mm)
2004 2005 2006 2007 2008
1Q09
$1,733 $1,689
$2,121
$2,425
$2,544
$1,575
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
9
Loan Mix
CRE
33.2%
1 - 4 family
23.4%
Home Equity
17.7%
C&I
7.3%
Consumer
18.4%
March 31, 2009
Consumer
18.9%
C&I
13.6%
Home Equity
13.6%
1 - 4 family
21.6%
CRE
32.3%
March 31, 2008
10
Credit Quality
0.14% 0.15% 0.15%
1.07% 1.00%
0.35%
0.16%
0.00%
0.40%
0.80%
1.20%
1.60%
2.00%
2003 2004 2005 2006 2007
2008
1.09%
0.99% 1.03%
1.10%
1.47%
1.52%
1.13%
0.80%
1.00%
1.20%
1.40%
1.60%
2003 2004 2005 2006 2007
2008
Non-Performing Assets / Total
Assets*
Loan Loss Reserves / Gross
Loans
1Q09
1Q09
(*) Excludes accruing loans past due 90
days or more
Source: SNL
Financial
11
Total Deposits ($mm)
2004 2005 2006 2007 2008
1Q09
$1,666 $1,678
$2,465
$2,742
$2,919
$1,604
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
12
Deposit Mix
March 31, 2009March 31,
2008
Non-Interest Bearing DDA
9.5%
Savings and Money Market
34.1%
Time 40.6%
Interest Checking
15.8%
Non-Interest
Bearing DDA 8.4%
Savings and Money Market
33.6%
Time 34.6%
Interest Checking
23.4%
13
Substantial Capital
11.6% 11.6%
17.4%
11.6% 11.3%
11.9%
12.2%
15.3%
15.3%
11.5%
12.4%
12.3%
14.1%
11.5%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
2003 2004 2005 2006 2007
2008
Total Equity / Total Assets Tangible
Equity / Tangible Assets
1Q09
Beneficial Insurance Services,
LLC
• Acquired Paul Hertel & Co. and CLA
Agency, Inc.
• >$100 million in premium
volume
• Top ten “Up and Coming” bank-owned
agencies
– (The Bank Insurance Market Research
Group)
• Experienced and innovative management
team
• Diverse lines of business, products
and insurance providers
– Commercial Property &
Casualty
– Health, Life and Employee
Benefits
– Professional
Liability
– Personal Lines for High Net Worth
Individuals
• Niche marketer with exclusive
programs
Beneficial Advisors,
LLC
• Experienced management with successful
track record
• Grew from 3 to 10 advisors since
2007
• Client centered and solution driven
sales process
– Life events
approach
• Open architecture investment
management platform
– Independent non-biased product
offerings
• Scalable model incorporating web-based
paperless office
technology
16
Historical Income
Statement
Year Ended Q1
(Dollar Values in Thousands) 2004 2005
2006 2007 2008 2009
Net Interest Income $66,137 $65,728
$64,430 $84,120 $114,011 $29,479
Provision (2,400) (1,703) (1,575)
(2,470) (18,901) (3,000)
Non-Interest Income 3,168 10,862 10,531
13,372 23,604 8,018
Non-Interest Expense (50,577) (56,961)
(59,439) (101,032) (98,303) (28,438)
Pre-Tax Earnings 16,328 17,926 13,947
(6,010) 20,411 6,059
Tax Expense (4,704) (4,728) (2,322)
4,465 (3,865) (931)
Reported Net Income $11,624 $13,198
$11,625 ($1,545) $16,546 $5,128
Adjustment for Charitable Foundation
Expense (After Tax) 6,495
Adjustment for Reduction In Force (After
Tax) 2,539
Pension Curtailment for Defined Benefit
Plan (After Tax) (4,738)
Adjusted Net Income $11,624 $13,198
$11,625 $7,489 $11,808 $5,128
Adjusted ROAA 0.51% 0.56% 0.49% 0.26%
0.31% 0.52%
17
3.17%
3.22%3.33%
2.87% 2.90%
3.03% 2.98%3.04%
3.27%
3.38%
3.06%
2.94%
2.00%
2.20%
2.40%
2.60%
2.80%
3.00%
3.20%
3.40%
3.60%
2004 2005 2006 2007
2008
Historical Performance
Ratios
0.49%
0.69%
0.64%
0.68%
0.42% 0.41%
0.14%
0.61%
0.71%
0.54%
0.63%0.59%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
2004 2005 2006 2007
2008
Non-Interest Income / Average
Assets^
2.40% 2.52%
2.05% 2.07%
2.84%
2.60%
3.48%
2.27%
2.33%2.19%
2.04%2.02%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
2004 2005 2006 2007
2008
Non-Interest Expense / Average
Assets
As of March 31, 2009
(*) Peer group includes Selected east
coast financial institutions with deposits between $1.0 and $6.5
billion
(+) NIE / AA includes one-time costs
associated with 2007 company transition
(^) Excludes realized gains and losses
on securities
Source: Company; SNL
Financial
Net Interest Margin
BNCL Peers
1Q09
1Q09
1Q09
18
Peer Comparison
Tangible Equity / Tangible Assets Total
Risk-Based Capital Ratio
7.65%
12.41%
BNCL Peers
13.7%
19.1%
BNCL Peers
As of March 31, 2009
(*) Peer group includes Selected east
coast financial institutions with deposits between $1.0 and $6.5
billion
Source: Company; SNL
Financial
19
Peer Comparison
9.28%
12.97%
BNCL Peers
1.47%
1.20%
BNCL Peers
1.07%
1.21%
BNCL Peers
NPAs / Assets(+) Reserves / Loans NPAs +
90+Delinq/ Equity + Reserves
As of March 31, 2009
(+) Excludes accruing loans past due 90
days or more
(*) Peer group includes Selected east
coast financial institutions with deposits between $1.0 and $6.5
billion
Source: Company; SNL
Financial
20
Valuation Analysis
Note: BNCL excluded from median
calculation
Pricing data as of May 18,
2009
Source: SNL
Financial
Price /
Fully
Total Converted Core
Dividend
Assets TBV TBV Assets Deposits Deposits
Revenue Yield
Company
State
Ticker ($mm) (%) (%) (%) (%) (%) (x)
(%)
TFS Financial Corporation (MHC) OH TFSL
10,645 206 86 34.7 44.0 55.1 13.1 2.35
Capitol Federal Financial (MHC) KS CFFN
8,270 365 111 39.0 78.3 96.5 16.8 4.59
Investors Bancorp, Inc. (MHC) NJ ISBC
7,367 117 73 13.6 21.0 25.6 210.1 0.00
Northwest Bancorp, Inc. (MHC) PA NWSB
7,042 212 96 13.1 17.7 19.5 3.4 4.62
Beneficial Mutual Bancorp, Inc. (MHC) PA
BNCL 4,049 161 91 18.9 26.2 28.5 5.4 0.00
ViewPoint Financial Group (MHC) TX VPFG
2,237 198 98 17.1 23.4 32.9 5.2 1.30
Kearny
Financial Corp. (MHC) NJ KRNY 2,109 204
86 37.1 55.7 68.7 14.6 1.78
Wauwatosa Holdings, Inc. (MHC) WI WSBF
1,923 65 45 5.8 9.0 11.4 2.3 0.00
Oritani Financial Corp. (MHC) NJ ORIT
1,792 206 84 29.7 53.1 66.8 12.0 0.00
Rockville
Financial, Inc. (MHC) CT RCKB 1,570 123
79 11.8 17.2 20.4 5.3 2.11
Median 2,237 204 86 17.1 23.4 32.9 12.0
1.78
Independent Rankings
• BauerFinancial, Inc. has been a source
for unbiased,
independent bank and credit union
ratings since 1983
– Beneficial continues to receive
Bauer’s highest, five-star rating
– Beneficial has earned a Bauer
recommendation rating for the past74 consecutive quarters
• Bank Director is the premier magazine
written for directors of
financial companies and has become
recognized as an
essential source for the top decision
makers in the industry
– The Bank Performance Scorecard is
comprised of six performance
categories that measure profitability,
capitalization, and assetquality
– Beneficial was ranked 82nd in the
third annual Bank Performance
Scorecard
22
Stock Price Performance (Since BNCL
IPO)
20%
30%
40%
50%
60%
70%
80%
90%
100%
110%
120%
130%
07/07 09/07 11/07 01/08 04/08 06/08
08/08 10/08 12/08 02/09 05/09
BNCL SNL Thrift MHC Index SNL Mid Cap
Bank & Thrift Index
As of May 18, 2009
Source: SNL
Financial
2009 Priorities
• Capital Preservation and
Allocation
– Continued fundamental organic
growth
– Opportunistic
acquisitions
• Deposit Market Share, Insurance,
Wealth Management
• Enhanced Risk
management
– New Chief Credit
Officer
– Risk-based pricing
• Niche marketing
– Government Banking
– Alternative Energy
Financing
• Growing customer
relationships
– Effective Delivery
Strategy
