<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
BRIDGE VIEW BANCORP
457 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
April 28, 1999
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 20, 1999 at 3:00
p.m. at the Radisson Hotel, 401 South Van Brunt, Englewood, New Jersey 07631.
At the Annual Meeting stockholders will be asked to consider and vote
upon (1) the election of three directors; and (2) such other business as shall
properly come before the Annual Meeting.
The Board of Directors of the Company believes that the election of the
nominees for director 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
nominee for director named in the Proxy Statement.
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 20, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Annual Meeting") of Bridge View Bancorp (the "Company") will be held at the
Radisson Hotel, 401 South Van Brunt, Englewood, New Jersey 07631, on May 20,
1999, at 3:00 p.m. for the purpose of considering and voting upon the following
matters:
1. The election of three (3) persons named in the accompanying Proxy
Statement to serve as directors of the Company.
2. Such other business as shall properly come before the Annual
Meeting, or any adjournment thereof.
Stockholders of record at the close of business on April 20, 1999 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
President and Chief
April 28, 1999 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 20, 1999
-----------------------------------
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 20, 1999, at 3:00 p.m., at the Radisson
Hotel, 401 South Van Brunt, Englewood, New Jersey 07631 and at any adjournments
thereof. The 1998 Annual Report to Stockholders, including consolidated
financial statements for the fiscal year ended December 31, 1998, and a proxy
card, accompanies this Proxy Statement, which is first being mailed to record
holders on or about April 28, 1999.
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.
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 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.
<PAGE>
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 20, 1999, 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 2,781,490 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.
<PAGE>
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).
The Board of Directors is 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.
At each annual meeting of stockholders the successors to the class of directors
whose term has expired is elected to hold office for a term expiring at the
third succeeding annual meeting and until their successors have been 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 Principal Occupations Director
with the Company During Past Five Years Since (1)
- -------------------------------- ----------------------------------- ----------
<S> <C> <C>
Gerald A. Calabrese, Jr., 48, Director President, Century 21 Calabrese Realty and Chairman and Chief 1988
Executive Officer, Metropolitan Mortgage Company
Glenn L. Creamer, 46, Director Treasurer and Safety Director, J. Fletcher Creamer & Son, Inc. 1988
(Construction)
Bernard Mann, 69, Director Director, Carolace Industries (Textiles) 1988
</TABLE>
-3-
<PAGE>
Information with respect to Directors
The following table sets forth the names of the directors other than
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 Principal Occupations Director
with the Company During Past Five Years Since (1)
- ---------------------- ------------------------- ----------
<S> <C> <C>
Albert F. Buzzetti, 59, President and Chief President and Chief Executive Officer of the Company 1988
Executive Officer, Director
Jeremiah F. O'Connor, Jr., 42, Director President, AtHome Medical, Inc. (Supplier of Medical Equipment) 1988
Mark Metzger, 57, Director Managing Director, BEM Management, Inc. (Equity Investment Fund) 1988
Joseph C. Parisi, 73, Chairman of the Board President and Chief Executive Officer, Otterstedt Insurance 1988
Agency
John A. Schepisi, 54, Vice Chairman Senior Partner, Schepisi & McLaughlin (Attorneys) 1988
</TABLE>
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(1) Includes prior service on Board of Directors of the Bank.
Mark Metzger, a Director of the Company, is also a Director of Chic By
H.I.S. Inc., a company registered pursuant to Section 12 of the Securities
Exchange Act of 1934. No director of the Company, other than Mark Metzger, 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 14 meetings during 1998. 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 1998.
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
-4-
<PAGE>
the Company's independent auditors and recommends any action to be taken in
connection therewith. The Audit Committee met 4 times during 1998. The Audit
Committee consisted during 1998 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 1998, the Committee consisted of Directors
Jeremiah F. O'Connor, Jr. (Chairman), Gerald A. Calabrese, Jr., Glenn L.
Creamer, Albert F. Buzzetti (ex officio), Joseph C. Parisi (ex officio) and John
A. Schepisi (ex officio) and met 5 times.
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.
Stock Option Committee. The Company maintains a Stock Option Committee
which recommends granting of certain stock options form time to time and
certifies the market value exercise price at which such options may be granted.
The Committee met one time during 1998. The Committee consists of Directors
Bernard Mann (Chairman), Mark Metzger, Jeremiah F. O'Connor, Jr., Albert F.
Buzzetti, Joseph C. Parisi (ex officio) and John A. Schepisi (ex officio).
Directors' Compensation
Directors' Fees. Directors of the Company, other than full-time
employees of the Company, received fees of $600 per Board meeting attended and
$300 per committee meeting attended.
1994 Stock Option Plan for Non-Employee Directors. The Company
maintains the 1994 Stock Option Plan for Non-Employee Directors (the "1994
Non-Employee Plan"). Under the 1994 Non-Employee Plan, 120,806 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 1994 Non-Employee Plan. Under the 1994 Non-Employee Plan,
each current non-employee member of the Board of Directors has received options
to purchase 17,258 shares of Common Stock at exercise prices ranging from $4.01
to $4.31, 100% of the fair market value on the date such options were granted.
1998 Stock Option Plan for Non-Employee Directors. The Company
maintains the 1998 Stock Option Plan for Non-Employee Directors (the "1998
Non-Employee Plan"). Under the 1998 Non-Employee Plan, 147,000 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 1998 Non-Employee Plan. Under the 1998 Non-Employee Plan,
each current non-employee member of the Board of Directors has received options
to purchase 21,000 shares of Common Stock at an exercise price of $25.47, 100%
of the fair market value on the date such options were granted.
-5-
<PAGE>
1998 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 April 20, 1999, 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
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.
<TABLE>
<CAPTION>
Name and Address of Beneficial Number of Shares Percent
Owner(1) Beneficially Owned (2) of Class
- ------------------------------ ---------------------- --------
<S> <C> <C> <C>
Albert F. Buzzetti(3) 97,498 3.50%
Gerald A. Calabrese, Jr.(4) 119,754 4.30%
Glenn L. Creamer(5) 63,170 2.27%
Bernard Mann(6) 149,518 5.37%
Mark Metzger(7) 157,793 5.67%
Jeremiah F. O'Connor, Jr.(8) 123,294 4.43%
Joseph C. Parisi(9) 134,244 4.82%
John A. Schepisi(10) 207,421 7.45%
Thomas W. Thomasma 1,460 *
Directors and Executive Officers as a Group 1,054,152 37.89%
(9 persons)(11)
</TABLE>
- ------------
* Ownership of less than 1%
(1) The address for all persons listed is c/o Bridge View Bancorp, 457
Sylvan Avenue, Englewood Cliffs, New Jersey 07632.
(2) 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.
(3) Includes 5,433 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 56,829
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
-6-
<PAGE>
(4) Includes 4,017 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 38,258
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
(5) Mr. Creamer disclaims any beneficial ownership of shares owned by
family members who are not dependents. Includes an aggregate of 38,258
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
(6) Includes 38,592 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 38,258 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(7) Includes 1,606 shares owned by Mr. Metzger's wife and 922 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 38,258 shares purchasable pursuant to options which are
presently exercisable or exercisable within sixty (60) days.
(8) Includes 6,260 shares owned by Mr. O'Connor's dependent children, and
14,949 shares held by the AtHome Medical Pension Plan. Mr. O'Connor
disclaims beneficial ownership of shares owned by emancipated family
members. Includes an aggregate of 38,258 shares purchasable pursuant to
options which are presently exercisable or exercisable within sixty
(60) days.
(9) Includes 70,043 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 38,258 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(10) Includes 5,629 shares owned by Mr. Schepisi's wife, and 15,554 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 38,258 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(11) Includes 324,635 shares purchasable pursuant to options which are
presently exercisable or exercisable within sixty (60) days.
-7-
<PAGE>
Interest of Management and Others in Certain Transactions
By Board policy, the Company does not extend credit to any director or
officer or their affiliates or unemancipated 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 exercised its option to purchase the land in
October 1998 and purchased the land on March 31, 1999. Lease payments to Three R
Realty Associates totaled $330,768 in 1998.
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 1998, the Company paid
legal fees totaling $52,528 to Schepisi & McLaughlin.
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 1998 totaled $50,669.
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 1998 appraisals was $23,850.
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.
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<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph and table comparing the yearly percentage
change in the cumulative total shareholder return on the Company's Common Stock
against (1) the cumulative total return on the State Commercial Bank Peer Group
Index and (2) the cumulative total return on the American Stock Exchange
("AMEX") Market Value Index for the period commencing December 20, 1996, the
date on which the Company commenced trading on the AMEX, and ending December 31,
1998.
[GRAPH OMITTED]
<TABLE>
<CAPTION>
Fiscal Year Ending
12/20/1996 12/31/1996 12/31/1997 12/31/1998
---------- ------------------ ---------- ----------
<S> <C> <C> <C> <C>
Bridge View Bancorp 100.00 102.12 216.28 171.82
State Commercial Banks (1) 100.00 100.00 162.27 175.41
AMEX Market Index (2) 100.00 100.00 120.33 118.69
</TABLE>
(1) The State Commercial Bank Peer Group Index consists of all publicly traded
banks and bank holding companies with a Standard Industrial Classification
as a State Commercial Bank.
(2) The AMEX Market Value Index consists of all AMEX stocks.
-9-
<PAGE>
EXECUTIVE COMPENSATION
Report of The Personnel Committee on Executive Compensation
The Company's compensation package for its executive officers consists
of base salary, an annual bonus, annual discretionary stock option grants and
various broad based employee benefits. The objective of the Company's executive
compensation is to enhance the Company's long-term profitability by providing
compensation that will attract and retain superior talent, reward performance
and align the interests of the executive officers with the long term interests
of the shareholders of the Company.
Base salary levels for the Company's executive officers are
competitively set relative to companies in peer businesses. The annual financial
performance of the Company is one of the most important factors in reviewing
base salaries and bonuses. In reviewing base salaries, the Personnel Committee
also takes into account individual experience and performance.
The Company's annual bonuses are intended to provide a direct cash
incentive to executive officers and other key employees to maximize the
Company's profitability. Financial performance is compared against budgets as
well as peer businesses.
Stock options are intended to encourage officers and other key
employees to remain employed by the Company by providing them with a long term
interest in the Company's overall performance as reflected by the performance of
the market of the Company's Common Stock. In granting stock options, the
Personnel Committee and the Stock Option Committee take into account prior stock
option grants and consider the executive's level of compensation and past
contributions to the Company.
Albert F. Buzzetti was the Company's President and Chief Executive
Officer for 1998. Mr. Buzzetti's base salary is set competitively relative to
other chief executive officers in financial service companies in the Company's
market area. In determining Mr. Buzzetti's base salary as well as annual bonus,
the Committee reviewed independent compensation data and the Company's
performance as compared against budgets and peer businesses. As with the
Company's other executive officers, Mr. Buzzetti's total compensation involves
certain subjective judgments and is not based solely upon any specific objective
criteria or weighting.
Jeremiah F. O'Connor, Jr. Albert F. Buzzetti (ex officio)
Gerald A. Calabrese, Jr. Joseph C. Parisi (ex officio)
Glenn L. Creamer John A. Schepisi (ex officio)
Compensation Committee Interlocks And Insider Participation
The members of the Personnel Committee of the Board of Directors of the
Company for the fiscal year ended December 31, 1998 were Jeremiah F. O'Connor,
Jr. (Chairman), Gerald A. Calabrese, Jr., Glenn L. Creamer, Albert F. Buzzetti
(ex officio), Joseph C. Parisi (ex officio) and John A. Schepisi (ex officio).
Mr. Buzzetti is the only member of the Personnel Committee who is also an
officer or employee of the Company.
-10-
<PAGE>
Mr. Schepisi is a partner in the law firm of Schepisi & McLaughlin,
Attorneys at Law, who have acted as the Company's general counsel since April
1995. During 1998, the Company paid legal fees totaling $52,528 to Schepisi &
McLaughlin.
Mr. Parisi is Chief Executive Officer of the Otterstedt Agency, an
insurance agency through which the Company's Blanket Bond insurance policy as
well as other policies have been placed with various insurance carriers. Gross
insurance premiums in 1998 totaled $50,669.
Mr. Calabrese, a state-licensed appraiser, has conducted appraisals
related to the Company's home equity lines of credit at the expense of the
Company. The cost of 1998 appraisals was $23,850.
Information with respect to Executive Officers
The following table sets forth the names of the Company's executive
officers whose individual remuneration exceeded $100,000 for the last fiscal
year, their ages, a brief description of their recent business experience,
including present occupations, and the year in which each became an officer of
the Company or the Bank.
<TABLE>
<CAPTION>
Name, Age and Position Principal Occupations Officer
with the Company During Past Five Years Since (1)
- ---------------------- ---------------------- ---------
<S> <C> <C>
Albert F. Buzzetti, 59, President and Chief President and Chief Executive Officer of the Company 1988
Executive Officer, Director
Thomas W. Thomasma, 45, Senior Vice President Senior Vice President and Senior Lending Officer of the 1994
and Senior Lending Officer Compnay
</TABLE>
(1) Includes prior service as an officer of the Bank.
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 most highly
compensated executive officers whose individual remuneration exceeded $100,000
for the last fiscal year.
-11-
<PAGE>
SUMMARY COMPENSATION TABLE
Cash and Cash Equivalent Forms
of Remuneration
<TABLE>
<CAPTION>
Long
Annual Compensation Term Awards Long Term Payouts
------------------- ----------- ------------------
Securities
Other Underlying
Annual Options/ LTIP All Other
Name and Salary Bonus Compensation SARs Payouts Compensation
Position Principal Year ($) ($) ($)(1) (#) (2) ($)
- ------------------ ------ --------- -------- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Albert F. Buzzetti, 1998 $170,000 $25,000 $2,700 10,000 None 0
President and CEO 1997 $160,000 $25,000 $ 2,700 0 None 0
1996 $160,000 0 $2,700 5,000 None 0
Thomas W. Thomasma, Senior
Vice President 1998 $101,000 0 $2,700 1,000 None 0
1997 $98,000 0 $2,700 0 None 0
1996 $93,500 0 $2,700 0 None 0
</TABLE>
- ------------
(1) Other annual compensation includes the estimated personal benefit of use of
Company-leased automobiles.
(2) For fiscal year 1998, 1997, and 1996, the Company had no long-term
incentive plans in existence, and therefore made no payouts for awards
under such plans.
Employee Stock Option Plan. The Company maintains the 1994 Employee
Stock Option Plan (the "Employee Plan"). Under the Employee Plan, 120,806 shares
of Common Stock have been reserved for issuance. Employees of the Company, the
Bank and any subsidiaries which the Company may incorporate or acquire are
eligible to participate in the Employee Plan. The Stock Option Committee manages
the Employee Plan and approves participants from the eligible employees. No
option granted under the Employee Plan may be exercised more than 10 years after
the date of its grant. The purchase price for shares of Common Stock subject to
options under the Plan may not be less than 100% of the fair market value on the
date such option is granted.
-12-
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
granted to the executive officers of the Company named in the table above during
fiscal 1998.
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration Grant Date Present
Name Granted (#) Fiscal Year ($/SH) Date Value $ (1)
- ---- ----------- ----------- ------ ---- -----------
<S> <C> <C> <C> <C> <C>
Albert F. Buzzetti, 10,000 44.1% $26.75 5/21/08 $96,300
President and CEO
Thomas W. Thomasma,
Senior Vice President 1,000 4.4% $26.75 5/21/08 $9,630
</TABLE>
(1) The values shown reflect standard application of the Black-Scholes pricing
model using (i) a 44.63% stock price volatility, (ii) an expected term of five
years, (iii), a risk-free interest rate of 5.4%, and (iv) a dividend yield of
5.80%. The values do not take into account risk factors such as
non-transferability and limits on exercisability. In assessing the values
indicated in the above table, it should be kept in mind that no matter what
theoretical value is placed on a stock option on the date of grant, the ultimate
value of the option is dependent on the market value of the Common Stock at a
future date, which will depend to a large degree on the efforts of the named
officers to bring future success to the corporation for the benefit of all
stockholders.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth information concerning the fiscal
year-end value of unexercised options held by the executive officers of the
Company named in the table above. No stock options were exercised by such
executive officers during 1998:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options/SARs at FY-End Options/SARs at FY-End ($) (1)
Shares Value (#)Exercisable/ Exercisable/
Name Acquired on Realized $ Unexercisable Unexercisable
---- ------------ ---------- ------------- ---------------------------------
Exercise (#)
<S> <C> <C> <C> <C>
Albert F. Buzzetti 0 0 54,124 / 0 $593,069 / 0 (2)
Thomas W. Thomasma 0 0 1661 / 0 $8,460 / 0 (3)
</TABLE>
(1) Value based on actual closing per share sales price of the Company's Common
Stock of $18.00 on December 31, 1998.
(2) Includes 12,152 Options exercisable at $4.18, 23,152 Options exercisable at
$4.51 and 8,820 Options exercisable at $5.21.
(3) Includes 661 Options exercisable at $5.20.
-13-
<PAGE>
INDEPENDENT AUDITORS
The Company's and the Bank's independent auditors for the fiscal year
ended December 31, 1998 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, 1999.
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, 1998, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were met, except for
Glenn L. Creamer who filed a late Form 4 regarding the purchase of additional
stock in March 1998.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be included in the Company's 2000 proxy
material must be received by the Secretary of the Company no later than December
1, 1999.
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.
