SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Bridge View Bancorp
- --------------------------------------------------------------------------------
(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)(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.
<PAGE>
(1) Amount Previously paid:
______________________________________________________________________________
(2) Form, Schedule or Registration Statement no.:
______________________________________________________________________________
(3) Filing Party:
______________________________________________________________________________
(4) Date Filed:
______________________________________________________________________________
<PAGE>
BRIDGE VIEW BANCORP
457 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
April __, 1997
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Bridge View Bancorp (the "Company"), the holding
company for Bridge View Bank (the "Bank"), to be held on May 15, 1997 at 3:00
p.m. at the Marriott at Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck,
New Jersey 07666.
At the Annual Meeting stockholders will be asked to consider and vote upon
(1) the election of eight directors; and (2) certain amendments to the Company's
Certificate of Incorporation to (a) classify the Board of Directors into three
classes, and (b) prevent removal of directors by stockholders without cause.
The Board of Directors of the Company believes that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" each matter to be considered.
YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST
BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE
CONDUCT OF BUSINESS. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED SO
THAT YOUR SHARES WILL BE REPRESENTED.
Very truly yours,
Albert F. Buzzetti
President and Chief
Executive Officer
<PAGE>
BRIDGE VIEW BANCORP
457 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Annual Meeting") of Bridge View Bancorp (the "Company") will be held at the
Marriott at Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey
07666, on May 15, 1997, at 3:00 p.m. for the purpose of considering and voting
upon the following matters:
1. The election of eight (8) persons named in the accompanying Proxy
Statement to serve as directors of the Company;
2. Amendments to the Company's Certificate of Incorporation to (a)
classify the Board of Directors into three classes; and (b) prevent
removal of directors by stockholders without cause.
3. Such other business as shall properly come before the Annual
Meeting.
Stockholders of record at the close of business on April 1, 1997 are
entitled to notice of and to vote at the Annual Meeting. Whether or not you
contemplate attending the Annual Meeting, it is suggested that the enclosed
proxy be executed and returned to the Company. You may revoke your proxy at any
time prior to the exercise of the proxy by delivering to the Company a later
proxy or by delivering a written notice of revocation to the Company.
By Order of the Board of Directors
Albert F. Buzzetti
April __, 1997 President and Chief
Executive Officer
IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
BRIDGE VIEW BANCORP
457 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07432
---------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 1997
---------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to stockholders of Bridge View
Bancorp (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the annual meeting of stockholders (the
"Annual Meeting"), to be held on May 15, 1997, at 3:00 p.m., at the Marriott at
Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey 07666 and at
any adjournments thereof. The 1996 Annual Report to Stockholders, including
consolidated financial statements for the fiscal year ended December 31, 1996,
and a proxy card, accompanies this Proxy Statement, which is first being mailed
to record holders on or about April __, 1997.
Regardless of the number of shares of common stock owned, it is important
that you vote by completing the enclosed proxy card and returning it signed and
dated in the enclosed postage-paid envelope. Stockholders are urged to indicate
their vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE
DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY
CARDS WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
NAMED IN THIS PROXY STATEMENT AND "FOR" THE RATIFICATION OF EACH OF THE OTHER
SPECIFIC PROPOSALS PRESENTED IN THIS PROXY STATEMENT.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that may
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by sending a
written notice of revocation to the Company, 457 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632, Attn: Ms. Michele Albino. A proxy filed prior to the
Annual Meeting may be revoked by delivering to the Company a duly executed proxy
bearing a later date, or by attending the Annual Meeting
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<PAGE>
and voting in person. However, if you are a stockholder whose shares are not
registered in your own name, you will need appropriate documentation from your
record holder to vote personally at the Annual Meeting.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by directors, officers and other employees of the Company and
the Bank, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of common stock, no par value, of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on April 1, 1997, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was __________ shares.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. In the event that there are not
sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under New Jersey law and the
Company's Bylaws, directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which authority to vote for
one or more of the nominees being proposed is withheld.
As to the matters being proposed for stockholder action set forth in
Proposal 2, the proxy card being provided by the Board of Directors enables a
stockholder to check the appropriate box on the proxy card to (i) vote "FOR" the
item, (ii) vote "AGAINST" the item, or (iii) "ABSTAIN" from voting on such item.
Under New Jersey law, the affirmative vote of a majority of the votes cast at
the Annual Meeting, in person or by proxy, is required to approve Proposal 2.
Abstentions and broker non-votes do not count as votes cast under New Jersey
law, and so will have no effect.
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PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and its Bylaws authorize a
minimum of one and a maximum of twenty-five directors but leave the exact number
to be fixed by resolution of the Board of Directors. The Board has fixed the
number of directors at eight (8).
Directors will be elected to serve for a term of one year and until their
successors are duly elected and qualified; provided, however, that in the event
Proposal 2 is approved by the stockholders of the Company, the term for each
director shall become the term set forth under Proposal 2 and until their
successors are then duly elected and qualified.
If, for any reason, any of the nominees become unavailable for election,
the proxy solicited by the Board of Directors will be voted for a substitute
nominee selected by the Board of Directors. The Board has no reason to believe
that any of the named nominees is not available or will not serve if elected.
UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS INTENDED THAT THE
SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES.
The following table sets forth, the names of the nominees for election,
their ages, a brief description of their recent business experience, including
present occupations, and the year in which each became a director of the Company
or the Bank.
<TABLE>
<CAPTION>
NAME, AGE AND POSITION WITH PRINCIPAL OCCUPATIONS DURING DIRECTOR
THE COMPANY PAST FIVE YEARS SINCE (1)
- --------------------------- ---------------------------- ---------
<S> <C> <C>
Albert F. Buzzetti, 57, President President and Chief Executive Officer of the Bank 1988
and Chief Executive Officer,
Director
Gerald A. Calabrese, Jr., 46, President, Century 21 Calabrese Realty and 1988
Director Chairman and Chief Executive Officer,
Metropolitan Mortgage Company
Glenn L. Creamer, 44, Director Treasurer and Safety Director, J. Fletcher Creamer 1988
& Son, Inc. (Construction)
Bernard Mann, 67, Director President and Chief Executive Officer, Carolace 1988
Industries (Textiles)
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Mark Metzger, 55, Director Managing Director, BEM Management, Inc. 1988
(Equity Investment Fund)
Jeremiah F. O'Connor, Jr., 40, President, AtHome Medical, Inc. (Supplier of 1988
Director Medical Equipment)
Joseph C. Parisi, 71, Chairman of President and Chief Executive Officer, Otterstedt 1988
the Board Insurance Agency
John A. Schepisi, 52, Vice Senior Partner, Schepisi & McLaughlin (Attorneys) 1988
Chairman
</TABLE>
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(1) Includes prior service on Board of Directors of the Bank.
No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940.
BOARD OF DIRECTORS' MEETINGS; COMMITTEES OF THE BOARD
The Board of Directors of the Company held 17 meetings during 1996. The
Board of Directors holds regularly scheduled meetings each month and special
meetings as circumstances require. All of the directors of the Company attended
at least 76% of the total number of Board meetings held and committee meetings
held during 1996.
AUDIT COMMITTEE. The Company and the Bank have a standing Audit Committee
of the Board of Directors. This committee arranges for the Bank's directors'
examinations through its independent certified public accountant, reviews and
evaluates the recommendations of the directors' examinations, receives all
reports of examination of the Company and the Bank by appropriate regulatory
agencies, analyzes such regulatory reports, and reports to the Board the results
of its analysis of the regulatory reports. This committee also receives reports
directly from the Company's independent auditors and recommends any action to be
taken in connection therewith. The Audit Committee met four times during 1996.
The Audit Committee consisted during 1996 of Directors Bernard Mann (Chairman),
Glenn L. Creamer, Joseph C. Parisi (ex officio) and John A. Schepisi (ex
officio).
PERSONNEL COMMITTEE. The Company maintains a Personnel Committee which
sets the compensation for the executive officers of the Company and provides
oversight on officer hiring. In 1996, the Committee consisted of Directors
Jeremiah F. O'Connor, Jr. (Chairman), Gerald A. Calabrese, Glenn L. Creamer,
Albert F. Buzzetti (ex officio), Joseph C. Parisi (ex officio) and John A.
Schepisi (ex officio) and met twice.
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<PAGE>
NOMINATING COMMITTEE. The Company does not maintain a separate Nominating
Committee. Instead, the entire Board of Directors acts as a Nominating Committee
and selects the Company's Board's nominees to stand for election to the Board of
Directors at the Annual Meeting.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company, other than full-time employees
of the Company, receive fees of $500 per Board meeting attended and $250 per
committee meeting attended.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS. The Company maintains a
Stock Option Plan for Non-Employee Directors (the "Non-Employee Plan"). Under
the Non-Employee Plan, 57,557 shares of Common Stock have been reserved for
issuance. Non-employee directors of the Company, the Bank and any other
subsidiaries which the Company may acquire or incorporate may participate in the
Non-Employee Plan. Under the Non-Employee Plan, each current non-employee member
of the Board of Directors has received options to purchase 7,456 shares of
Common Stock at exercise prices ranging from $9.25 to $9.975, 100% of the fair
market value on the date such options were granted.
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the beneficial
ownership of the Common Stock, no par value, as of December 31, 1996, by (i)
each person who is know by the Company to own beneficially more than five
percent (5%) of the issued and outstanding Common Stock, (ii) each director and
nominee for director of the Company, (iii) each executive officer of the Company
for described in this Proxy Statement under the caption "Executive Compensation"
and (iv) all directors and executive officers of the Company as a group. Other
than as set forth in this table, the Company is not aware of any individual or
group which holds in excess of 5% of the outstanding Common Stock.
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF CLASS
------------------------ ---------------------- --------
Albert F. Buzzetti(2) 34,172 3.20%
Gerald A. Calabrese, Jr.(3) 40,046 3.79%
Glenn L. Creamer(4) 17,038 1.61%
Bernard Mann(5) 48,100 4.56%
Mark Metzger(6) 64,054 6.07%
Jeremiah F. O'Connor, Jr.(7) 40,562 3.84%
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<PAGE>
Joseph C. Parisi(8) 43,920 4.16%
John A. Schepisi(9) 70,856 6.74%
DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (8 PERSONS) 358,748 34.13%
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(1) Beneficially owned shares include shares over which the named person
exercised either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or by
relatives sharing the same home, (ii) by entities owned or controlled by
the named person, or (iii) by other persons if the named person has the
right to acquire such shares within 60 days by the exercise of any right
or option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person, either directly or through the dividend
reinvestment plan.
(2) Includes 2,028 shares owned by Mr. Buzzetti's wife. Mr. Buzzetti disclaims
beneficial ownership of the shares owned by his wife and of shares owned
by other family members. Includes an aggregate of 20,012 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(3) Includes 1,738 shares owned by Mr. Calabrese's minor children. Mr.
Calabrese disclaims any beneficial ownership of shares owned by other
family members who are not dependents. Includes an aggregate of 7,456
shares purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(4) Mr. Creamer disclaims any beneficial ownership of shares owned by family
members who are not dependents. Includes an aggregate of 7,456 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(5) Includes 14,038 shares owned by Mr. Mann's wife. Mr. Mann disclaims any
beneficial ownership of shares owned by his wife as well as shares by
other family members. Includes an aggregate of 7,456 shares purchasable
pursuant to options which are presently exercisable or exercisable within
sixty (60) days.
(6) Includes 578 shares owned by Mr. Metzger's wife and 350 shares owned by
the Metzger Family Partnership of which he is trustee. Mr. Metzger
disclaims beneficial ownership of shares owned by his wife and of any
other shares held by emancipated members of his family. Includes an
aggregate of 7,456 shares purchasable pursuant to options which are
presently exercisable or exercisable within sixty (60) days.
(7) Includes 346 shares owned by Mr. O'Connor's wife, 2,706 shares owned by
Mr. O'Connor's dependent children, and 6,458 shares held by the AtHome
Medical Pension Plan. Mr. O'Connor disclaims beneficial ownership of
shares owned by his wife and of any shares held by emancipated family
members. Includes an aggregate of 7,456 shares
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<PAGE>
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(8) Includes 26,692 shares owned jointly by Mr. Parisi and his wife. Mr.
Parisi disclaims beneficial ownership of any shares owned by emancipated
family members. Includes an aggregate of 7,456 shares purchasable pursuant
to options which are presently exercisable or exercisable within sixty
(60) days.
(9) Includes 2,316 shares owned by Mr. Schepisi's wife, and 5,980 shares owned
by Homaro Co., a partnership which Mr. Schepisi manages but with regard to
which he disclaims beneficial interest. Mr. Schepisi disclaims beneficial
ownership of any shares owned by his wife or by any emancipated family
members. Includes an aggregate of 7,456 shares purchasable pursuant to
options which are presently exercisable or exercisable within sixty (60)
days.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION AND ALL OTHER COMPENSATION
The following table sets forth a summary for the last three fiscal years
of the cash and non-cash compensation awarded to, earned by, or paid to, the
Chief Executive Officer of the Company and each of the four (4) most highly
compensated executive officers whose individual remuneration exceeded $100,000
for the last fiscal year.
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<PAGE>
SUMMARY COMPENSATION TABLE
CASH AND CASH EQUIVALENT FORMS
OF REMUNERATION
Annual Compensation
<TABLE>
<CAPTION>
Other
Annual Award Payouts
Salary Bonus Compensation
Name and Principal Position Year ($) ($) ($)(1) Securities LTIP All Other
Underlying Payouts Compen-
Options/ ($)(2) sation
SARs ($)
(#)
<S> <C> <C> <C> <C> <C> <C> <C>
Albert F. Buzzetti, President 1996 $160,000 $ 0 $ 2,700 5,000 None 0
and CEO
1995 160,000 15,000 2,700 5,000 None 0
1994 140,000 15,000 2,700 2,500 None 0
</TABLE>
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(1) Other annual compensation includes the estimated personal benefit of use
of Company-leased automobiles.
(2) For fiscal year 1996, 1995 and 1994, the Company had no long-term
incentive plans in existence, and therefore made no payouts for awards
under such plans.
EMPLOYEE STOCK OPTION PLAN. The Company maintains the 1994 Employee Stock
Option Plan (the "Employee Plan"). Under the Employee Plan, 57,557 shares of
Common Stock have been reserved for issuance. Employees of the Company, the Bank
and any subsidiaries which the Company may incorporate or acquire are eligible
to participate in the Employee Plan if such employees have a title of at least
vice president. The Compensation Committee manages the Employee Plan and selects
participants from the eligible employees. No option granted under the Employee
Plan may be exercised more than 10 years after the date of its grant. The
purchase price for shares of Common Stock subject to options under the Plan may
not be less than 100% of the fair market value on the date such option is
granted.
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<PAGE>
The following table lists all grants of options
to executive officers in 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
(Individual Grants)
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE PRESENT VALUE
UNDERLYING GRANTED TO OR BASE OF GRANT ON
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION DATE OF
NAME GRANTED (#)(2) FISCAL YEAR ($/SH) DATE GRANT (3)
---- -------------- -------------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Albert F. Buzzetti 4,000 76.2% $10.08 2006 $5,960
</TABLE>
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(1) No SARs were awarded during fiscal 1996.
(2) These awards were made pursuant to the Employee Plan. Under the Employee
Plan, the option price must be not less than 100% of the fair market value
of the Company's Common Stock on the date the option is granted.
Individuals employees to whom options will be granted under the Employee
Plan are selected by the Benefits Committee of the Board of Directors. The
Benefits Committee has the authority to determine the terms and conditions
of options granted under the Plan and the exercise price there for, which
may be no less than the fair market value of the common stock.
(3) The present value of options granted during 1996 was calculated using the
Black Scholes option pricing model using the following assumptions:
expected dividend yield of 3.06%, risk free increase rate of 6.3%, and an
expected life of 5 years.
The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officers of the Company named
in the table above. No stock options were exercised by such executive officers
during 1996:
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF SECURITIES THE-MONEY OPTIONS/SARS
UNDERLYING UNEXERCISED AT FY-END ($) (BASED ON
VALUE OPTIONS/SARS AT FY-END $23.00 PER SHARE)
SHARES ACQUIRED REALIZED (#) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) $ UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
Albert F. Buzzetti 0 0 20,012/0 $281,181/$0
</TABLE>
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
By Board policy, the Company does not extend credit to any director of
officer or their affiliates or immediate family members.
Director Bernard Mann is a 30% partner in Three R Realty Associates, a
partnership which owns the land at 457 Sylvan Avenue, Englewood Cliffs, New
Jersey which is leased by the Company. In approving this lease, the Board
conducted an independent appraisal to determine that the terms of the lease were
fair to the Company. The Company intends to exercise its option to purchase the
land in October, 1998. Lease payments to Three R Realty Associates totaled
$315,770 in 1996.
The firm of Schepisi & McLaughlin, Attorneys at Law, have acted as the
Company's general counsel since April 1995. John A. Schepisi, the firm's Senior
Partner, is Vice Chairman of the Company's Board. During 1996, the Company paid
legal fees totaling $28,190 to Schepisi & McLaughlin, of which $9,446 resulted
from a successful tax appeal on the Company's leased property.
The Company's Blanket Bond insurance policy as well as other policies have
been placed with various insurance carriers by the Otterstedt Agency of which
the Company's Board Chairman, Joseph C. Parisi, is Chief Executive Officer.
Gross insurance premiums in 1996 totaled $46,950.
Residential appraisals on the Company's home equity lines of credit are
conducted at the expense of the Company. Certain of those appraisals were
conducted by Gerald A. Calabrese, Jr., a state-licensed appraiser, who is a
Director of the Company. The cost of 1996 appraisals was $40,650.
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RECOMMENDATION AND VOTE REQUIRED
Nominees will be elected by a plurality of the shares voting at the Annual
Meeting. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ITS
NOMINEES FOR THE BOARD OF DIRECTORS.
PROPOSAL 2. APPROVAL OF AMENDMENTS TO
CERTIFICATE OF INCORPORATION ADOPTING
CERTAIN ANTI-TAKEOVER PROVISIONS
OVERVIEW OF THE AMENDMENTS
The Board of Directors has unanimously approved and recommended that the
stockholders of the Company approve certain proposed amendments to the Company's
Certificate of Incorporation (the "Amendments"). The Amendments are discussed in
detail below. In general, the Amendments provide (i) for a classified board of
directors providing for three separate classes of directors, one class to be
elected each year and (ii) that stockholders may not remove directors without
cause, as defined in the Amendments.
In forming the Bank, the members of the Board of Directors envisioned a
community-based institution which would serve the local communities surrounding
its branches, while also providing a return to its stockholders. The Board of
Directors has viewed with increasing concern the accelerating pace of
consolidation in the banking industry, especially within New Jersey, as local,
community-based institutions are purchased by multi-state bank holding
companies, frequently headquartered outside of New Jersey. The Board believes
that this consolidation and geographic dislocation have caused a reduction in
the commitment of these institutions to their local community. The Board has
also noted certain tactics employed by certain investors, including the
accumulation of substantial holdings of common stock and proxy fights designed
to force the Board of Directors to sell an institution, regardless of its long
term business plan and prospects or service to its communities. The Board
considers these tactics to be highly disruptive to a company, and considers the
aim of these tactics to require a Board of Directors to satisfy short term
investment objectives of certain investors while ignoring the long-term
prospects of the institution and the communities served by the institution. The
Amendments are being submitted for stockholder approval in response to these
activities. In addition, with the recent listing of the Company's Common Stock
on the American Stock Exchange, the Board believes that the Company could become
more vulnerable to these type of activities in the future.
A classified Board, together with the removal of directors only for cause,
will, by making it more time-consuming for a substantial stockholder or
stockholders to gain control of the Board or the Company without the consent of
the incumbent Board, ensure some continuity of
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management of the business and affairs of the Company and provide the Board with
sufficient time to review any proposal from the substantial stockholders.
The Amendments are not being recommended in response to any specific
effort of which the Company is aware to accumulate the Common Stock or to obtain
control of the Company but rather are being recommended to assure fair treatment
of the Company's stockholders in takeover situations and in light of the listing
of the Company's Common Stock on the American Stock Exchange. The Board has no
present intention of soliciting a stockholder vote on any other proposals
relating to a possible takeover of the Company.
The Amendments are being presented to stockholders of the Company for
their approval as a single proposal. As more fully described below, the Board of
Directors believes that the Amendments will effectively reduce the possibility
that a third party could effect a sudden change in the majority control of the
Board of Directors without the support of the incumbent directors. However, the
Amendments may have significant effects on the ability of stockholders of the
Company to effect immediate changes in the composition of the Board of Directors
and otherwise to exercise their voting power to affect the composition of the
Board. Accordingly, stockholders are urged to read carefully the following
portions of this section of the Proxy Statement and the relevant portions of
Exhibit A hereto, which sets forth the full text of the Amendments, before
voting on the Amendments.
PURPOSE AND EFFECT OF THE AMENDMENTS
The Amendments are designed to make it more time-consuming to change
majority control of the Board without its consent, and thus reduce the
vulnerability of the Company to an unsolicited takeover proposal or to an
unsolicited proposal for the restructuring or sale of all or part of the
Company. The Board believes that the Amendments will serve to encourage any
person intending to attempt such a takeover to negotiate with the Board, and
that the Board will therefore be better able to protect the interests of the
stockholders and other communities served by the Company.
The Board believes that if a third party acquired a significant or
controlling interest in the Common Stock, the purchaser's ability to remove the
entire Board without its consent would severely curtail the Company's ability to
negotiate effectively with the purchaser. The threat of removal would deprive
the Board of the time and information necessary to evaluate any takeover
proposal, to study alterative proposals, including whether the Company should
remain as an independent community orientated institution and to help ensure
that the best price would be obtained in any transaction involving the Company
which might ultimately be undertaken. If the real purpose of the purchases was
to enable the purchaser to make or threaten a takeover bid to force the Company
to repurchase the purchaser's accumulated stock interest at a premium price, the
Company would face the risk that if it did not do so its business and management
would be disrupted, perhaps irreparably. Conversely, such a repurchase would
divert valuable corporate resources to the benefit of a single stockholder.
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<PAGE>
Takeovers or changes in the board of directors of a company which are
proposed and effected without prior consultation and negotiation with a company
are not necessarily detrimental to that company and its stockholders. However,
the Board feels that the benefits of seeking to protect the Company's ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to effect
a partial takeover of, or restructure, the Company, through directors who have
been previously elected by the stockholders as a whole and are familiar with the
Company, outweigh the disadvantages of discouraging such proposals.
The Amendments will make more difficult or discourage a proxy contest or
the assumption of control by the holder of a substantial block of the Common
Stock or the removal of the incumbent Board, and could thus increase the
likelihood that incumbent directors will retain their positions. The
classification of the Board pursuant to the Amendments will result in an
increase in the number of annual meetings necessary to effect a change in a
majority of the Board of Directors, whether or not a change in control of the
Company has occurred.
The Amendments could have the effect of discouraging a third party from
making a partial tender offer (including an offer at a substantial premium over
the then-prevailing market value of the Common Stock) or otherwise attempting to
obtain control of the Company, even though such an attempt might be beneficial
to the Company and its stockholders. In addition, since the Amendments are
designed to discourage accumulations of large blocks of the Common Stock by
purchasers whose objective is to change control of the Company, adoption of the
Amendments could tend to reduce any temporary fluctuations in the market price
of the Common Stock which are caused by such accumulations. Accordingly,
stockholders could be deprived of ceratin opportunities to sell their stock at a
temporarily higher market price. The Amendments may also discourage or make more
difficult or expensive a proxy contest or merger involving the Company or a
tender offer, open market purchase program or other purchases of Common Stock
which a majority of stockholders may deem to be in their best interests or which
may give stockholders the opportunity to realize a premium over the prevailing
market price of their stock.
SUMMARY OF THE AMENDMENTS
CLASSIFIED BOARD OF DIRECTORS. The Company's Bylaws currently provide that
directors are to be elected at each annual meeting. Neither the Company's Bylaws
nor its Certificate of Incorporation specify the term of service of directors.
New Jersey law provides that a corporation may provide in its certificate of
incorporation for the classification of directors based upon the time for which
each director shall hold office. The terms of classified directors may not be
shorter than one year or longer than five years under New Jersey law.
The proposed amendment to Article III of the Certificate of Incorporation
provides that directors will be classified into three classes, as nearly equal
in number as possible, with the term of office of one class expiring each year.
One class of directors, consisting of Directors Buzzetti and O'Connor, would
hold office initially for a term expiring at the 1998 annual meeting; a second
class of directors, consisting of Directors Calabrese, Creamer and Mann,
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<PAGE>
would hold office initially for a term expiring at the 1999 annual meeting; and
third class of directors, consisting of Directors Metzger, Parisi and Schepisi,
would hold office initially for a term expiring at the 2000 annual meeting. At
each annual meeting following this initial classification and election, the
successors to the class of directors whose terms expire at that meeting would be
elected for a term of office to expire at the third succeeding annual meeting
after their election and until their successors have been duly elected and
qualified.
The proposed classified board amendment will significantly extend the time
required to effect a change in control of the Board of Directors and may
discourage hostile takeover bids for the Company. Currently, a change in control
of the Board of Directors can be made by stockholders holding a plurality of
votes cast at a single annual meeting. If the Company implements a classified
board of directors, it will take at least two annual meetings for a majority of
stockholders to make a change in control of the Board of Directors, because only
a minority of the directors will be elected at each meeting.
REMOVAL OF DIRECTORS FOR CAUSE. New Jersey law states that directors may
be removed without cause by an affirmative vote of a majority of stockholders
unless a corporation's certificate of incorporation provides otherwise. The
Company's Certificate of Incorporation currently does not prohibit stockholder
removal of directors without cause. The proposed amendment to Article III of the
Certificate of Incorporation would deny stockholders the right to remove a
director without cause. According to the amendment, stockholders may only vote
to remove a director for cause which is demonstrated if the director (i) is
convicted of a felony; (ii) is declared by court order to be of unsound mind; or
(iii) has been shown by clear and convincing evidence to have acted in bad faith
to produce a gross abuse of trust.
One effect of the proposed amendment may be to make it more difficult for
holders of a majority of shares of Common Stock to remove directors, should they
deem it to be in their best interest to do so. In conjunction with the proposed
classified board amendment, this amendment should render more difficult, and may
discourage, an attempt to acquire control of the Company without the approval of
the Board and the Company's management. The proposed amendment will make it
impossible for someone who acquires voting control of the Company immediately to
remove the incumbent directors who may oppose such person and to replace them
with more friendly directors, and will instead require such a person to
demonstrate cause for removal of an incumbent director or replace incumbent
directors as their terms expire over a period of up to three years.
Stockholders should also recognize that this amendment will also make more
difficult the removal of a director in circumstances which do not constitute a
takeover attempt and where an ultimate change in the incumbent board might be
desired by a majority of stockholders without a showing of cause.
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<PAGE>
RECOMMENDATION AND VOTE REQUIRED
In order for the Amendments to be approved, the affirmative vote of a
majority of the shares of Common Stock entitled to be cast at the Annual Meeting
is required.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" APPROVAL OF THE
AMENDMENTS.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
AMENDMENTS.
INDEPENDENT AUDITORS
The Company's and the Bank's independent auditors for the fiscal year
ended December 31, 1996 were KPMG Peat Marwick LLP and the Company's Board of
Directors has appointed KPMG Peat Marwick LLP to continue as independent
auditors for the Company and the Bank for the year ending December 31, 1997.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent stockholders are required by
regulation of the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended December 31, 1996, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were met, except that
Mr. O'Connor filed a late Form 4 regarding a sale of Common Stock in December,
1996.
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<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders to be included in the Company's 1998 proxy
material must be received by the Secretary of the Company no later than December
1, 1997.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
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<PAGE>
EXHIBIT A
Article III of Bridge View Bancorp's Certificate of Incorporation, as amended,
will read as follows:
ARTICLE III
INITIAL BOARD OF DIRECTORS AND NUMBER OF DIRECTORS
(a) The number of directors shall be governed by the By-laws of the
Corporation. The number of directors constituting the initial Board of Directors
shall be eight (8). The names and addresses of the initial Board of Directors
are as follows:
NAME ADDRESS
---- -------
Albert F. Buzzetti c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Gerald A. Calabrese, Jr. c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Glenn L. Creamer c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Bernard Mann c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Mark Metzger c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Jeremiah F. O'Connor, Jr. c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
Joseph L. Parisi c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
John A. Schepisi c/o Bridge View Bank
457 Sylvan Avenue
Englewood Cliffs, NJ 07632
A-1
<PAGE>
(b) The Board of Directors shall be divided into three (3) classes, as
nearly identical in number as the then total number of directors constituting
the entire board permits, with the term of office of one class expiring each
year. The term of each class of directors initially shall be the term approved
for each such class by the stockholders approving this amendment to the
Corporation's certificate of incorporation. Any vacancies in the Board of
Directors for any reason, and any directorships resulting from any increase in
the number of directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for
which such directors shall have been chosen and until their successors shall be
elected and qualified. At each annual meeting of stockholders the successors to
the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.
(c) None of the present or future directors of the Corporation may be
removed without cause by the shareholders of the Corporation. The term "cause"
as used herein is defined to mean (i) conviction of the director of a felony;
(ii) declaration by order of a court that the director is of unsound mind; or
(iii) gross abuse of trust which is proven by clear and convincing evidence to
have been committed in bad faith. The Board of Directors shall have the power to
remove directors and to suspend directors pending a final determination that
cause exists for removal.
A-2
<PAGE>
BRIDGE VIEW BANCORP
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the Board of Directors or any
survivor thereof to vote all of the shares of BRIDGE VIEW BANCORP (the
"Company") standing in the undersigned's name at the Annual Meeting of
Shareholders of the Company, to be held at the Marriott at Glenpointe Hotel, 100
Frank W. Burr Boulevard, Teaneck, New Jersey, on May 15, 1997, at 3:00 P.M., and
at any adjournment thereof. The undersigned hereby revokes any and all proxies
heretofore given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR (1) MANAGEMENT'S NOMINEES TO THE BOARD OF
DIRECTORS AND (2) APPROVAL OF CERTAIN PROPOSED AMENDMENTS TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO (A) CLASSIFY THE BOARD OF DIRECTORS INTO THREE
CLASSES, AND (B) PREVENT REMOVAL OF DIRECTORS BY STOCKHOLDERS WITHOUT CAUSE.
The Board of Directors recommends a vote FOR approval of (1)
management's nominees to the Board of Directors and (2) approval of certain
proposed amendments to the Company's Certificate of Incorporation to (a)
classify the Board of Directors into three classes, and (b) prevent removal of
directors by stockholders without cause.
1. Election of the following eight (8) nominees to
serve as directors of the Company: Albert F.
Buzzetti, Gerald A. Calabrese, Jr., Glenn L.
Creamer, Bernard Mann, Mark Metzger, Jeremiah F.
O'Connor, Jr., Joseph C. Parisi, and John A.
Schepisi.
|_| FOR ALL NOMINEES
TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE NAMED
NOMINEES, PRINT THE NOMINEE'S NAME ON THE LINE
BELOW:
_____________________________________________
|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
2. Approval of Proposal 2, the proposed amendments to the
Company's Certificate of Incorporation to (a) classify the
Board of Directors into three classes, and (b) prevent removal
of directors by stockholders without cause, as more fully
described in the accompanying Proxy Statement.
<PAGE>
|_| FOR
|_| AGAINST
|_| ABSTAIN
3. In their discretion, such other business as may
properly come before the meeting.
Dated: _________, 1997. ______________________________
Signature
______________________________
Signature
(Please sign exactly as your name appears.
When signing as an executor, administrator,
guardian, trustee or attorney, please give
your title as such. If signer is a
corporation, please sign the full corporate
name and then an authorized officer should
sign his name and print his name and title
below his signature. If the shares are held
in joint name, all joint owners should
sign.)
PLEASE DATE, SIGN AND RETURN
THIS PROXY IN THE ENCLOSED
RETURN ENVELOPE.
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