<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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 Rule 14a-11(c) or Rule 14a-12
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------------
(5) Total fee paid:
N/A
------------------------------------------------------------------------------
[_] 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:
N/A
------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
------------------------------------------------------------------------------
(3) Filing party:
N/A
------------------------------------------------------------------------------
(4) Date filed:
N/A
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<PAGE>
FIRSTFED AMERICA BANCORP, INC.
ONE FIRSTFED PARK
Swansea, Massachusetts 02777
(508) 679-8181
June 23, 2000
Fellow Shareholders:
You are cordially invited to attend the annual meeting of shareholders
of FIRSTFED AMERICA BANCORP, INC. The meeting will be held at The Westin Hotel,
One West Exchange Street, Providence, Rhode Island, on Thursday, July 27, 2000,
at 2:00 p.m., local time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of KPMG LLP,
the Company's independent auditors, will be present to respond to appropriate
questions of shareholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number of
shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Robert F. Stoico
Robert F. Stoico
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
FIRSTFED AMERICA BANCORP, INC.
ONE FIRSTFED PARK
Swansea, Massachusetts 02777
(508) 679-8181
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 27, 2000
--------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
FIRSTFED AMERICA BANCORP, INC. (the "Company") will be held at The Westin Hotel,
One West Exchange Street, Providence, Rhode Island, on Thursday, July 27, 2000,
at 2:00 p.m., local time, for the following purposes:
1. To elect two directors to serve for a term of three years;
2. To ratify the appointment of KPMG LLP as independent auditors
for the Company for the fiscal year ending March 31, 2001; and
3. To transact any other business that may properly come before
the meeting.
NOTE: The Board of Directors is not aware of any other business to
come before the meeting.
Only shareholders of record at the close of business on June 14, 2000
are entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cecilia R. Viveiros
Cecilia R. Viveiros
Corporate Secretary
Swansea, Massachusetts
June 23, 2000
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed in
the United States.
<PAGE>
--------------------------------------------------------------------------------
PROXY STATEMENT
OF
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
July 27, 2000
--------------------------------------------------------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of FIRSTFED AMERICA BANCORP, INC. (the
"Company") to be used at the annual meeting of shareholders of the Company. The
Company is the holding company for First Federal Savings Bank of America ("First
Federal" or the "Bank"), FIRSTFED INSURANCE AGENCY, LLC and FIRSTFED TRUST
COMPANY, NA. The annual meeting will be held at The Westin Hotel, One West
Exchange Street, Providence, Rhode Island, on Thursday, July 27, 2000, at 2:00
p.m., local time. This proxy statement and the enclosed proxy card are being
first mailed to shareholders on or about June 23, 2000.
--------------------------------------------------------------------------------
VOTING AND PROXY PROCEDURE
--------------------------------------------------------------------------------
Who Can Vote at the Meeting
You are entitled to vote your Company common stock if the records of the
Company show that you held your shares as of the close of business on June 14,
2000. If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street
name," and these proxy materials are being forwarded to you by your broker or
nominee. As the beneficial owner, you have the right to direct your broker how
to vote. Your broker or nominee has enclosed a voting instruction card for you
to use in directing the broker or nominee how to vote your shares.
As of the close of business on June 14, 2000, a total of 6,588,328 shares
of Company common stock was outstanding. Each share of common stock has one
vote. As provided in the Company's Certificate of Incorporation, no record owner
of the Company's common stock which is beneficially owned, either directly or
indirectly, by a person who beneficially owns in excess of 10% of the Company's
outstanding shares, is entitled to any vote in respect of the shares held in
excess of that limit.
Attending the Meeting
If you hold your shares in street name, you will need proof of ownership
to be admitted to the meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. If you want to vote your
shares of Company common stock held in street name in person at the meeting, you
will have to get a written proxy in your name from the broker, bank or other
nominee who holds your shares.
Vote Required
A majority of the outstanding shares of common stock entitled to vote is
required to be represented at the meeting in order to constitute a quorum for
the transaction of business. If you return valid proxy instructions or attend
the meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee
<PAGE>
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received voting instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. Directors are elected by a plurality of the votes cast. This means
that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non-votes will have no effect on the outcome of the
election. In voting on the ratification of the appointment of KPMG LLP as
independent auditors, you may vote in favor of the proposal, vote against the
proposal or abstain from voting. The ratification of KPMG LLP as independent
auditors will be decided by the affirmative vote of a majority of the votes
cast. Broker non-votes and abstentions will not be counted as votes cast and
will have no effect on the voting on this matter.
Voting by Proxy
The Company's Board of Directors requests that you allow your shares of
Company common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of Company common stock represented
at the meeting by properly executed and dated proxies will be voted according to
the instructions indicated on the proxy card. If you sign, date and return a
proxy card without giving voting instructions, your shares will be voted as
recommended by the Company's Board of Directors. The Board of Directors
recommends a vote "FOR" each of the nominees and "FOR" ratification of KPMG LLP
as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your Company common stock may be
voted by the persons named in the proxy card on the new meeting date as well,
unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Corporate Secretary of
the Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Company common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form that is provided by your broker, bank or other nominee and
accompanies this proxy statement.
The cost of solicitation of proxies on behalf of the Board will be borne
by the Company. In addition to the solicitation of proxies by mail, Georgeson
Shareholder Communications Inc., a proxy solicitation firm, will assist the
Company in soliciting proxies for the annual meeting. The Company will pay a fee
of $3,000, plus out-of-pocket expenses for these services. Proxies may also be
solicited personally or by telephone by directors, officers and other employees
of the Company and the Bank without any additional compensation. 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, the beneficial owners, and will
reimburse those record holders for their reasonable expenses in doing so.
2
<PAGE>
Participants in First Federal's ESOP and 401(k) Plan
If you are a participant in the First Federal Savings Bank of America
Employee Stock Ownership Plan and Trust (the "ESOP") or if you hold shares of
Company common stock through the Bank's 401(k) Plan, you will be receiving
voting instructions under separate cover. Through such voting instructions, you
will be able to direct the trustees for the plans as to the manner in which
shares of Company common stock allocated to your plan accounts are to be voted.
--------------------------------------------------------------------------------
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------
The following table provides information as of June 14, 2000, with
respect to persons known by the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to own
any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investing power.
<TABLE>
<CAPTION>
Number of Shares Percent of Common
Name and Address Owned Stock Outstanding
---------------- ---------------- -----------------
<S> <C> <C>
First Federal Savings Bank of America 697,010(1) 10.58%
Employee Stock Ownership Plan and Trust
ONE FIRSTFED PARK
Swansea, Massachusetts 02777
The FIRSTFED Charitable Foundation 645,380(2) 9.80%
(the "Foundation")
ONE FIRSTFED PARK
Swansea, Massachusetts 02777
Tontine Financial Partners, L.P. 524,800(3) 7.97%
Tontine Partners, L.P.
Tontine Overseas Associates, L.L.C.
Jeffrey L. Gendell
200 Park Avenue
Suite 3900
New York, New York 10166
Brandes Investment Partners, L.P. 431,054(4) 6.54%
Brandes Investment Partners, Inc.
Brandes Holdings, L.P.
Charles H. Brandes
Glenn R. Carlson
Jeffrey A. Busby
12750 High Bluff Drive
San Diego, California 92130
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percent of Common
Name and Address Owned Stock Outstanding
---------------- ---------------- -----------------
<S> <C> <C>
Bay Pond Partners, L.P. 397,600(5) 397,600(5) 6.03%
Wellington Hedge Management LLC
Wellington Hedge Management, Inc.
75 State Street
Boston, Massachusetts 02109
Wellington Management Company, LLP 353,800(6) 5.37%
75 State Street
Boston, Massachusetts 02109
</TABLE>
_____________________________
(1) Under the terms of the ESOP, the ESOP trustee will vote shares allocated to
participants' accounts in the manner directed by the participants. The ESOP
trustee, subject to its fiduciary responsibilities, will vote unallocated
shares and allocated shares for which no timely voting instructions are
received in the same proportion as shares for which the trustee has
received proper voting instructions from participants. As of June 14, 2000,
309,781 shares have been allocated to participants' accounts and 387,229
shares remain unallocated under the ESOP.
(2) The Foundation was established and funded in connection with the Bank's
conversion to stock form on January 15, 1997. As mandated by the Office of
Thrift Supervision, the terms of the gift instrument require that all
shares of common stock held by the Foundation must be voted in the same
ratio as all other shares of Company common stock on all proposals
considered by shareholders of the Company.
(3) Based on information disclosed by the group of reporting persons set forth
herein in a Schedule 13G filed with the Securities and Exchange Commission
("SEC") and most recently amended on July 15, 1999.
(4) Based on information in a Schedule 13G filed with the SEC and most recently
amended on February 14, 2000 and a Form 13F filed on May15, 2000, the group
of reporting persons may be deemed the beneficial owner and/or have
investment discretion of 431,054 shares.
(5) Based on information disclosed by the group of reporting persons set forth
herein in a Schedule 13G filed with the SEC and most recently amended on
May 29, 1998.
(6) Based on information disclosed in a Schedule 13G filed with the SEC and
most recently amended on February 11, 2000.
4
<PAGE>
--------------------------------------------------------------------------------
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
--------------------------------------------------------------------------------
The two nominees proposed by the Board of Directors for election as
director were unanimously chosen by the Nominating Committee of the Board of
Directors. None of the nominees are being proposed according to an agreement or
understanding between any of them and the Company.
--------------------------------------------------------------------------------
PROPOSAL 1 -- ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
The Company's Board of Directors consists of seven members. Six directors
are independent and one director is a member of management. The Board is divided
into three classes with three-year staggered terms, with approximately one-third
of the directors elected each year. The nominees for election this year are
Thomas A. Rodgers, Jr. and Anthony L. Sylvia, each of whom is a director of the
Company and the Bank.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card would vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.
The Board of Directors recommends a vote "FOR" the election of both of the
nominees.
Information with Respect to Nominees, Continuing Directors and Certain Executive
Officers
The following table sets forth, as of the June 14, 2000, the names of
nominees and continuing directors and the Named Executive Officers, their ages,
a brief description of their recent business experience, including present
occupations and employment, the year in which each became a director of the Bank
and the year in which their terms (or, in the case of nominees, their proposed
terms) as director of the Company expire. This table also sets forth the amount
of Common Stock and the percent thereof beneficially owned by each director,
each Named Executive Officer and all directors and executive officers as a group
as of June 14, 2000.
5
<PAGE>
<TABLE>
<CAPTION>
Amount and
Expiration Nature of Ownership
Name and Principal Occupation at Present and Director of Term as Beneficial as a Percent
for Past Five Years Age Since(1) Director Ownership(2) of Class
-------------------------------------------- --- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
NOMINEES
Thomas A. Rodgers, Jr. 86 1963 2003 73,302(3)(4) 1.1%
Chairman Emeritus of Globe
Manufacturing Co., Inc.
Anthony L. Sylvia 68 1984 2003 41,302(3)(4) *
President and Treasurer of The Baker
Manufacturing Co., Inc.
CONTINUING DIRECTORS
Robert F. Stoico 60 1980 2001 320,317(5)(6) 4.6%
Chairman of the Board of the Company
and President and Chief Executive
Officer of the Company and the Bank
Richard W. Cederberg 72 1982 2002 38,302(3)(4) *
Retired, former Chairman of Larson
Tool and Stamping Co.
John S. Holden, Jr. 70 1982 2001 35,902(3)(4) *
Chairman of the Board, Chief
Executive Officer and Treasurer
of Automatic Machine Products Co.
Gilbert C. Oliveira 75 1960 2002 62,302(3)(4) *
Chairman of the Board of the Bank
and President and Treasurer of
Gilbert C. Oliveira Insurance
Agency, Inc.
Paul A. Raymond, DDS 56 1981 2002 35,772(3)(4) *
Dentist in town of Swansea,
Massachusetts
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Amount and
Expiration Nature of Ownership
Name and Principal Occupation at Present and Director of Term as Beneficial as a Percent
for Past Five Years Age Since(1) Director Ownership(2) of Class
-------------------------------------------- --- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS
(who are not also directors)
Edward A. Hjerpe, III 41 -- -- 82,580(5)(6) 1.2%
Executive Vice President, Treasurer,
Chief Operating Officer, and Chief
Financial Officer of the Company and
the Bank
Kevin J. McGillicuddy 60 -- -- 57,526(5)(6) *
Senior Vice President of the Company
and the Bank
Frederick R. Sullivan 58 -- -- 59,176(5)(6) *
Senior Vice President of the Company
and the Bank
Terrence M. Tyrrell 50 -- -- 66,268(5)(6) *
Senior Vice President of the Company
and the Bank
All directors and executive officers as a
group (11 persons)............................ -- -- -- 872,749(7) 12.58%
</TABLE>
____________________________
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family members) voting or dispositive power as to shares
reported.
(3) Includes 10,449 shares awarded to each outside director under the FIRSTFED
AMERICA BANCORP, INC. 1997 Stock-Based Incentive Plan (the "Incentive
Plan"). Such awards commenced vesting at a rate of 20% per year beginning
August 5, 1998 but will vest immediately upon death, disability,
retirement or a change in control.
(4) Includes 15,674 options granted to each outside director under the
Incentive Plan which are currently exercisable or will become exercisable
within 60 days and excludes 10,448 shares subject to unexercisable options
granted to each outside director under the Incentive Plan. Shares subject
to options granted under the Incentive Plan vest at a rate of 20% per year
commencing on August 5, 1998 but will vest immediately upon death,
disability, retirement or a change in control.
(5) Includes 87,072, 17,414, 17,414, 17,414, and 17,414 shares awarded to
Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell, respectively,
under the Incentive Plan. Such awards commenced vesting at a rate of 20%
per year beginning August 5, 1998 but will vest immediately upon death,
disability, retirement or a change in control. Each participant presently
has voting power as to the shares awarded. In addition, Mr. Hjerpe
received 8,707 additional shares awarded under the Incentive Plan which
commenced vesting at a rate of 20% per year beginning June 29, 1999.
7
<PAGE>
(6) Includes 130,608, 43,536, 26,121, 26,121 and 26,121 options granted to
Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell, respectively,
under the Incentive Plan which are currently exercisable or will become
exercisable within 60 days and excludes 87,072, 43,536, 17,415, 17,415 and
17,415 shares for Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and
Tyrrell, respectively, subject to unexercisable options granted to each of
these named executive officers under the Incentive Plan. Shares subject to
options granted under the Incentive Plan vest at a rate of 20% per year
commencing on August 5, 1998 but will vest immediately upon death,
disability, retirement or a change in control. Included in Mr. Hjerpe's
total are 17,414 additional options which are currently exercisable or
will become exercisable within 60 days, and excludes 26,122 options which
are unexercisable granted under the Incentive Plan which commenced vesting
in five equal annual installments on June 29, 1999.
(7) Includes a total of 574,680 shares awarded under the Incentive Plan as to
which voting may be directed. Excludes a total of 245,541 shares subject
to options granted under the Incentive Plan.
8
<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors of the Company and the Board of Directors of the
Bank conduct business through meetings of the Board of Directors and through
activities of their committees. The Board of Directors of the Company generally
meets quarterly while the Bank's Board of Directors generally meet on a monthly
basis and both may have additional meetings as needed. During the fiscal year
ended March 31, 2000, the Board of Directors of the Company held 9 meetings,
including two telephonic meetings. The Board of Directors of the Bank held 13
meetings, including one telephonic meeting, during fiscal 2000. All of the
directors of the Company and Bank attended at least 75% of the total number of
the Company's Board meetings held and committee meetings on which such directors
served during the fiscal year ended March 31, 2000. The Board of Directors of
the Company and Bank maintain committees, the nature and composition of which
are described below:
Audit and Compliance Committee. The Audit and Compliance Committee of the
Company consists of Messrs. Holden, Raymond and Sylvia, who are outside
Directors. The Audit and Compliance Committee of the Bank consists of Messrs.
Holden, Raymond, Sylvia and Gerhard S. Lowenstein, who are outside Directors.
These committees generally meet on a quarterly basis and are responsible for the
review of audit reports and management's actions regarding the implementation of
audit findings and to review compliance with all relevant laws and regulations.
The internal audit function, which is outsourced to The Harcourt Group, Ltd.,
reports to the Audit and Compliance Committees of the Company and Bank. The
Audit and Compliance Committees of the Company and Bank met 4 times in fiscal
2000.
Compensation Committee. The Compensation Committee of the Company consists
of Messrs. Stoico, Oliveira and Rodgers. The Management and Personnel Committee
of the Bank consists of Messrs. Stoico, Oliveira, Rodgers and Willard E.
Olmsted. Such Committees are responsible for all matters regarding compensation
and fringe benefits for officers and employees of the Company and the Bank and
meet on an as needed basis. See "Executive Compensation - Compensation Committee
Report on Executive Compensation." The Compensation Committee of the Company and
the Management and Personnel Committee of the Bank met jointly 2 times in fiscal
2000.
Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting consists of Messrs. Stoico, Rodgers and Holden. The committee
considers and recommends the nominees for director to stand for election at the
Company's annual meeting of shareholders. The Company's Certificate of
Incorporation and Bylaws provide for shareholder nominations of directors. These
provisions require such nominations to be made pursuant to timely notice in
writing to the Secretary of the Company. The shareholder's notice of nomination
must contain all information relating to the nominee which is required to be
disclosed by the Company's Bylaws and by the Exchange Act. See "Additional
Information - Notice of Business to be Conducted at a Special or Annual
Meeting." The Nominating Committee met on March 23, 2000.
Directors' Compensation
Directors' Fees. Directors of the Company receive a $1,500 annual
retainer, with no additional compensation for Committee or Company meetings.
Directors of the Bank are currently paid an annual retainer of $11,000, except
that the Chairman of the Board of the Bank receives an annual retainer of
$25,000. Directors of the Bank also receive a fee of $800 for each regular and
special board meeting which they attend. Directors of the Company and the Bank
are not compensated for telephonic meetings. In addition, members of the Bank's
Executive Committee of the Board receive an annual retainer of $5,000 and a fee
of $550 for each Executive Committee meeting which they attend. The Bank's Audit
and Compliance Committee and the Management and Personnel Committee receive a
fee of $550 for each meeting which they attend.
9
<PAGE>
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
Summary Compensation Table. The following information is furnished for the
Chief Executive Officer and the four other highest paid executive officers of
FIRSTFED AMERICA BANCORP, INC. who received salary and bonus of $100,000 or more
during the fiscal year ended March 31, 2000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
---------------------------------
Annual Long-Term Compensation
Compensation(1) Awards
------------------------------------------------------
Securities
Restricted Underlying
Stock Options/ All Other
Name and Principal Fiscal Awards SARs Compensation
Positions Year Salary($) Bonus($) ($)(2) (#)(3) ($)(4)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Stoico, Chairman, 2000 $395,184 $217,976 - - $260,327
President and Chief Executive 1999 382,128 180,736 - - 269,845
Officer 1998 354,579 171,300 $1,610,832 217,680 292,281
Edward A. Hjerpe, III 2000 210,661 94,706 - - 55,752
Executive Vice President, 1999 203,140 78,006 167,610 43,536 51,761
Treasurer, Chief Operating 1998 126,035 50,000 322,159 43,536 25,012
Officer and Chief Financial
Officer (5)
Kevin J. McGillicuddy 2000 130,059 46,477 - - 41,480
Senior Vice President 1999 125,340 38,523 - - 42,761
1998 117,314 20,000 322,159 43,536 56,216
Frederick R. Sullivan 2000 130,059 46,477 - - 39,480
Senior Vice President 1999 125,340 38,523 - - 42,961
1998 117,316 25,000 322,159 43,536 58,229
Terrence M. Tyrrell 2000 105,336 20,000 - - 28,852
Senior Vice President 1999 105,342 20,000 - - 33,117
1998 101,201 20,000 322,159 43,536 47,006
</TABLE>
______________________________
(1) Under Annual Compensation, the column titled "Salary" includes directors'
fees for the President and Chief Executive Officer.
(2) Includes stock awards of 87,072, 17,414, 17,414, 17,414 and 17,414 shares
granted to Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell,
respectively, under the Incentive Plan. The awards began vesting in five
equal annual installments on August 5, 1998. Mr. Hjerpe received an
additional 8,707 stock awards under the Incentive Plan which began vesting
in five equal annual installments on June 29, 1999. When shares become
vested and are distributed, the recipient also receives an amount equal to
accumulated cash and stock dividends (if any) with respect thereto plus
earnings thereon. All awards vest immediately upon termination of
employment due to death, disability, retirement or following change in
control. As of March 31, 2000, the market value of the unvested shares held
by Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell was $936,024,
$280,801, $187,201, $187,201 and $187,201, respectively. The dollar amounts
set forth in the table represent the market value of the shares awarded as
of the dates of grant.
(3) Includes stock options granted to Messrs. Stoico, Hjerpe, McGillicuddy,
Sullivan and Tyrrell, respectively, pursuant to the Incentive Plan for
fiscal 1998. Mr. Hjerpe received 43,536 additional options under the
Incentive Plan which commenced vesting in five equal annual installments on
June 29, 1999.
(4) Includes employer contributions of $23,300, $8,400, $22,000, $20,000 and
$13,100 to the Bank's Retirement Plan for Messrs. Stoico, Hjerpe,
McGillicuddy, Sullivan and Tyrrell, respectively, for fiscal year 2000.
Also includes $18,924, $18,924, $15,383, $15,383 and $12,459 representing
the value of shares allocated under the ESOP for the benefit of Messrs.
Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell, respectively, as of
March 31, 2000. Also includes employer contributions of $11,535, $6,630,
$4,097, $4,097, and $3,294 to the Bank's non-qualified Thrift Plan for
Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan and Tyrrell, respectively.
Also includes payments of $182,790 and $15,947 in employer contributions to
Messrs. Stoico and Hjerpe pursuant to the Bank's Supplemental Retirement
Plan for fiscal 2000. Also includes $23,778 and $5,851 in employer
contributions to a supplemental non-qualified ESOP for Mr. Stoico and Mr.
Hjerpe for fiscal 2000.
(5) Mr. Hjerpe began employment with the Company on July 31, 1997.
10
<PAGE>
The following table provides certain information with respect to the number
of shares of Common Stock represented by outstanding options held by the Named
Executive Officers as of March 31, 2000. As of March 31, 2000 there were no
unexercised options which were "in-the-money."
<TABLE>
<CAPTION>
Fiscal Year-End Option/SAR Value
Value of
Number Unexercised
of Securities in-the-money
Underlying Unexercised Options/SARs
Options/SARs at Fiscal Year-
Name at Fiscal Year-End(#)(1) End($)(2)(3)
--------------------------- -------------------------------- -------------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Robert F. Stoico 130,608 87,072 - -
Edward A. Hjerpe, III 43,536 43,536 - -
Kevin J. McGillicuddy 26,122 17,414 - -
Frederick R. Sullivan 26,122 17,414 - -
Terrence M. Tyrrell 26,122 17,414 - -
</TABLE>
------------------------------------
(1) The options in this table have an exercise price of $18.50 with the
exception of 43,536 options for Mr. Hjerpe which were awarded on June 29,
1998 and have an exercise price of $19.25.
(2) The price of the Common Stock on March 31, 2000 was $10.75.
(3) Based on the market value of the underlying Common Stock at fiscal year
end, minus the exercise price.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Messrs. Stoico, Hjerpe, McGillicuddy, Sullivan, and
Tyrrell (individually, the "Executive"). The employment agreements are intended
to ensure that the Bank and the Company will be able to maintain a stable and
competent management base. The continued success of the Bank and the Company
depends to a significant degree on the skills and competence of the above
officers.
The Bank employment agreements provide for a three-year term for Mr. Stoico
and a two-year term for Mr. Hjerpe. The Company employment agreements for Mr.
Stoico and Mr. Hjerpe provide for a five-year term. The Bank and Company
employment agreements for Messrs. McGillicuddy, Sullivan and Tyrrell provide for
a two-year term. The term of the Company employment agreements extend on a daily
basis and the Bank employment agreements are renewable on an annual basis unless
notice of non-renewal is given by the Board of Directors or the executive. The
employment agreements provide that the executive's base salary will be reviewed
annually. In addition to the base salary, the Agreements provide for, among
other things, participation in employee and executive benefits plans and other
fringe benefits applicable to similarly-situated executive personnel.
The employment agreements provide for termination by the Bank or the
Company for cause as defined in the employment agreements at any time. If the
Bank or the Company chooses to terminate the Executive's employment for reasons
other than for cause, or if the Executive resigns from the Bank or the Company
after specified circumstances that would constitute constructive termination,
the Executive or, if the Executive dies, his beneficiary would be entitled to
receive an amount equal to the remaining base salary payments due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement. The Bank and the Company would also continue
and pay for the Executive's life, health and disability coverage for the
11
<PAGE>
remaining term of the employment agreement. Upon any termination of the
Executive for reasons other than a change in control, the Executive must comply
with a one year non-competition agreement.
Under the employment agreements, if voluntary or involuntary termination
follows a change in control of the Bank or the Company (as defined in the
employment agreements), the Executive or, if the Executive dies, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(i) the payments due for the remaining terms of the Agreements; or (ii) five
times the average of the five preceding taxable years' annual compensation for
Mr. Stoico and Mr. Hjerpe under the Company employment agreements, three times
for Mr. Stoico and Mr. Hjerpe under the Bank employment agreements, and three
times the average of the five preceding years' taxable compensation for Messrs.
McGillicuddy, Sullivan and Tyrrell under the Bank and Company employment
agreements. In addition, the Bank and the Company would continue Mr. Stoico's
life, health and disability coverage for thirty-six or sixty months,
respectively. The Bank and the Company would also continue the life, health and
disability coverage for Mr. Hjerpe for twenty-four or sixty months,
respectively, and twenty-four months in the cases of Messrs. McGillicuddy,
Sullivan and Tyrrell. Even though both the Company and the Bank employment
agreements provide for a severance payment if a change in control occurs, the
Executive would not receive duplicative payments or benefits under the
agreements.
Mr. Stoico and Mr. Hjerpe would be entitled to receive a tax
indemnification payment if payments under the employment agreements or otherwise
triggered liability under the Internal Revenue Code for the excise tax
application to "excess parachute payments." Under applicable law, the excise tax
is triggered by change in control-related payments which equal or exceed three
times the Executive's average annual compensation over the five years preceding
the change in control. The excise tax equals 20% of the amount of the payment in
excess of one times the Executive's average compensation over the preceding five
-year period.
Payments to Executive under the Bank's employment agreement will be
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank. Payment under the Company's employment agreement would be made by the
Company. All reasonable costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to the employment
agreements shall be paid by the Bank or Company, respectively, if the Executive
is successful on the merits pursuant to a legal judgment, arbitration or
settlement. The employment agreements also provide that the Bank and Company
shall indemnify the Executive to the fullest extent allowable under federal and
Delaware law, respectively.
12
<PAGE>
Retirement Plan. The Bank participates in the Financial Institutions
Retirement Fund (the "Retirement Plan") to provide retirement benefits for
eligible employees. Employees become eligible to participate in the Retirement
Plan after the completion of 12 consecutive months of employment with the Bank
and the attainment of age 21. The Retirement Plan excludes hourly paid employees
from participation. Benefits under the Retirement Plan are based on the
participant's years of service and salary. A participant may elect early
retirement as early as age 45. However, such participant's normal retirement
benefits will be reduced by an early retirement factor based on age at early
retirement.
Participants generally have no vested interest in Retirement Plan benefits
prior to the completion of five years of service with the Bank. Following the
completion of five years of vesting service, or in the event of a participant's
attainment of age 65, death or termination of employment due to disability, a
participant becomes 100% vested in his/her accrued benefit under the Retirement
Plan. The table below reflects the pension benefit payable to a participant
assuming various levels of earnings and years of service. The amounts of
benefits paid under the Retirement Plan are not reduced for any social security
benefit payable to participants. As of January 1, 2000, Messrs. Stoico, Hjerpe,
McGillicuddy, Sullivan and Tyrrell had credited years of service of 26 years 4
months, 11 years 6 months, 3 years 11 months, 10 years 9 months, and 18 years 7
months, respectively. The Retirement Plan provides the participant portability
with another participating member. Mr. Hjerpe's credited years of service
include credited years of service with his former employer, a participant in the
same multiple employer retirement plan.
<TABLE>
<CAPTION>
Years of Benefit Service
-----------------------------------------------------------------------------------------------
Final Average
Earnings (1) (3) 15 20 25 30 35
-------------------- --------------- --------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
$50,000 $15,000 $20,000 $25,000 $30,000 $35,000
$75,000 $22,500 $30,000 $37,500 $45,000 $52,500
$100,000 $30,000 $40,000 $50,000 $60,000 $70,000
$125,000 $37,500 $50,000 $62,500 $75,000 $87,500
$150,000 $45,000 $60,000 $75,000 $90,000 $105,000
$170,000(2) $60,000 $80,000 $100,000 $120,000 $140,000
</TABLE>
_______________________
(1) The compensation utilized for formula purposes includes the salary reported
in the "Summary Compensation Table."
(2) For 1999, Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the "Code"), limited the amount of compensation the Bank may
consider in computing benefits under the Retirement Plan to $170,000.
(3) The maximum annual benefit payable at age 65 for plan years beginning on or
after January 1, 2000 is $135,000/year.
13
<PAGE>
Supplemental Executive Retirement Plan. The Bank currently maintains a
Supplemental Executive Retirement Plan under which it annually credits a
specified amount of money to the account of plan participants. Benefits under
the Plan become payable following a participant's termination of employment. The
Bank intends the benefits provided under the Supplemental Executive Retirement
Plan to make participants whole for reductions in benefits payable under the
terms of the Thrift, ESOP and Retirement Plan maintained by the Bank, as a
result of limitations imposed by the Code, and provide additional retirement
benefits for participants.
Participants generally vest in the amounts credited to the Supplemental
Executive Retirement Plan after completing five years of employment with the
Bank (the same time period over which they become vested in benefits under the
corresponding tax-qualified retirement plans). However, participants vest
immediately upon death or disability. In connection with the Bank's mutual to
stock conversion transaction, the Supplemental Executive Retirement Plan was
amended to permit participants to direct that all or a portion of the amounts
then existing (and/or future amounts) credited to their accounts be converted
into stock units based on the value of the common stock. The Bank currently
maintains an irrevocable grantor's trust (also known as a "rabbi trust") to hold
assets of the Bank for the exclusive purpose of paying benefits under the
Supplemental Executive Retirement Plan. However, in the event of the insolvency
of the Bank, the assets of the trust are first subject to the claims of the
Bank's creditors. The assets of this trust may be used to acquire shares of
common stock to satisfy the obligations of the Bank for the payment of benefits
under the Supplemental Executive Retirement Plan. As of March 31, 2000, only Mr.
Stoico and Mr. Hjerpe participated in the Supplemental Executive Retirement
Plan.
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and certain other executive officers of the Company and
the Bank for the fiscal year ended March 31, 2000. The following discussion
addresses compensation information relating to the Chief Executive Officer and
the executive officers of the Bank and Company for fiscal 2000 and sets forth
the joint report of the Compensation Committee of the Company and Management and
Personnel Committee of the Bank (collectively the "Compensation Committee"). The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Compensation Committee, at
the direction of the Board of Directors, has prepared the following report for
inclusion in this proxy statement.
Compensation Policy. The Company and the Bank have engaged the services of
a nationally known executive compensation consultant to design the Executive
Compensation Program to reflect the status of the Bank as a stock institution
and the Company as a publicly held entity and to ensure competitive compensation
levels in comparison to similarly situated publicly held financial services
institutions providing banking, mortgage banking, insurance, trust and asset
management services. The Executive Compensation Program incorporates the
consolidated financial results of the Company as well as other factors related
to the performance of the Company. For fiscal 2000, the Executive Compensation
Program was fully utilized to determine compensation levels for base pay as well
as incentive (bonus) compensation. The Executive Compensation Program
incorporates base salary and incentive compensation based on measurable goal
attainment and performance.
14
<PAGE>
The Compensation Committee's responsibility is to recommend the amount and
composition of executive compensation paid to the executive officers. The Board
of Directors has the responsibility to review the report of the Compensation
Committee and approve such compensation. It is the policy of the Compensation
Committee to review executive compensation not less than annually and more often
if deemed necessary by the Compensation Committee. The process the Compensation
Committee utilized for fiscal 2000 involved a review of the Company's
compensation consultant's recommendations for a potential range for changes to
base salaries. This range reflected an appropriate change in percent based on
economic, competitive market, peer group analysis, and position
responsibilities. Recommended changes in base pay were made to compensation
levels established in fiscal 2000 by the Committee using peer group analysis and
compensation recommended by the consultant.
In making its compensation determinations, the Compensation Committee also
considers the evaluations of executive officers performed by the Chief Executive
Officer and recommendations made by the Chief Executive Officer, except in the
case of its compensation deliberations regarding the Chief Executive Officer.
The performance of the Chief Executive Officer and other executive officers are
evaluated by the Compensation Committee and a recommendation is made to the
Board. Upon review, the Board sets all executive compensation within the
parameters of compensation policy as defined within the Executive Compensation
Program. The Chief Executive Officer, a member of the Board of Directors,
abstains from voting on matters related to his compensation.
Stock-Based Compensation. The Company maintains the FIRSTFED AMERICA
BANCORP, INC. 1997 Stock-Based Incentive Plan under which executive officers
were awarded shares of restricted stock and granted options to purchase common
stock. The Compensation Committee believes that stock ownership is a significant
incentive in building shareholder value and aligning the interests of employees
with shareholders as the value of this component increases the common stock of
the Company appreciates in value.
Compensation of the Chief Executive Officer. The Chief Executive Officer
was evaluated on his performance in managing the Company during fiscal 2000,
including the effort related to operating the Company in its third year as a
public company, fiscal performance, and earnings per share. Certain quantitative
and qualitative factors were reviewed to determine the Chief Executive Officer's
compensation. Following a review of the Chief Executive Officer's performance,
it was determined that the total cash compensation for the Chief Executive
Officer would be established according to the compensation philosophy as
recommended by the executive compensation consultant. In reaching its
determination regarding the Chief Executive Officer's base salary, the
Compensation Committee utilized the report of Watson Wyatt and recommended to
the Board of Directors a base salary substantially equivalent to the amount
recommended by Watson Wyatt. The Committee's determination of the Chief
Executive Officer's incentive compensation for fiscal 2000 also was determined
by the Committee following a review of the Chief Executive Officer's
performance. In reaching its determination regarding the recommended level of
the Chief Executive Officer's cash incentive compensation for fiscal 2000, the
Committee utilized the Incentive Compensation Program guidelines, established by
the Board the prior year, and recommended to the Board an amount of incentive
compensation within the guidelines of the Incentive Compensation Program for
certain goal attainment.
The Compensation Committee of the Board of Directors
of the Company
Robert F. Stoico Gilbert C. Oliveira
Thomas A. Rodgers, Jr.
15
<PAGE>
The Management and Personnel Committee
of the Board of Directors of the Bank
Robert F. Stoico Gilbert C. Oliveira
Thomas A. Rodgers, Jr. Willard E. Olmsted
Compensation Committee Interlocks and Insider Participation. No executive
officer of the Company or the Bank serves as a member of the compensation
committee of another entity, one of whose executive officers serves on the
Compensation Committee of the Company or the Bank. No executive officer of the
Company or the Bank served as a director of another entity, one of whose
executive officers serves on the Compensation Committee of the Company or the
Bank. No executive officer of the Company or the Bank served as a member of the
compensation committee of another entity, one of whose executive officers serves
as a director of the Company or the Bank. With the exception of Mr. Stoico, who
serves as Chairman, President and Chief Executive Officer of the Company, and
President and Chief Executive Officer of the Bank, none of the members of the
Company's Compensation Committee is an officer or employee of the Company.
16
<PAGE>
--------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
--------------------------------------------------------------------------------
The following graph compares the cumulative total shareholder return on the
Company common stock with the cumulative total return on the American Stock
Exchange Index and with the Media General Financial Services Index for Savings
and Loans. The graph assumes that $100 was invested at the close of business on
January 15, 1997, the initial day of trading of the Company's common stock.
Total return assumes the reinvestment of all dividends.
[Graph]
[The following table is represented by a line chart in the printed material.]
Summary
<TABLE>
<CAPTION>
1/15/97 3/31/97 3/31/98 3/31/99 3/31/00
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
FIRSTFED AMERICA BANCORP, INC. 100.00 136.30 211.30 120.00 107.50
American Stock Exchange 100.00 97.14 126.88 120.07 169.79
MG Index for Savings and Loans 100.00 101.75 169.42 137.57 105.99
</TABLE>
Notes:
A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 1/15/97.
17
<PAGE>
--------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
--------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that each of its executive officers and
directors has complied with applicable reporting requirements for transactions
in Company common stock during the fiscal year ended March 31, 2000.
--------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
--------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the Bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
Board of Directors.
The Bank makes loans to its executive officers and directors on the same
terms and conditions offered to the general public. The Bank's policy provides
that all loans made by the Bank to its executive officers and directors be made
in the ordinary course of business, on substantially the same terms, including
collateral, as those prevailing at the time for comparable transactions with
other persons and may not involve more than the normal risk of collectibility or
present other unfavorable features. At March 31, 2000, the Bank had 6 loans
outstanding to executive officers and directors totaling $321,800. All such
loans were made by the Bank in the ordinary course of business, on substantially
the same terms, including interest rates and collateral prevailing at the time
for comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present unfavorable features.
18
<PAGE>
--------------------------------------------------------------------------------
PROPOSAL 2 -- RATIFICATION OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
The Board of Directors has appointed KPMG LLP to be its auditors for the
2001 fiscal year, subject to the ratification by shareholders. A representative
of KPMG LLP is expected to be present at the annual meeting to respond to
appropriate questions from shareholders and will have the opportunity to make a
statement should he or she desire to do so.
If the ratification of the appointment of the auditors is not approved by a
majority of the votes cast by shareholders at the annual meeting, other
independent public accountants may be considered by the Board of Directors. The
Board of Directors recommends that shareholders vote "FOR" the ratification of
the appointment of auditors.
--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------
The Company's Annual Report to Shareholders has been mailed to shareholders
of record as of the close of business on June 14, 2000. Any shareholder who has
not received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated in this proxy
statement by reference.
A copy of the Company's Form 10-K for the fiscal year ended March 31, 2000,
as filed with the SEC will be furnished without charge to shareholders as of the
close of business on June 14, 2000 upon written request to Philip G. Campbell,
FIRSTFED AMERICA BANCORP, INC., ONE FIRSTFED PARK, Swansea, Massachusetts 02777.
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2001 Annual Meeting of Shareholders, a shareholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Shareholders not later than February
23, 2001. If such Annual Meeting is held on a date more than 30 calendar days
from July 27, 2001, a shareholder proposal must be received by a reasonable time
before the proxy solicitation for such Annual Meeting is made. Any such proposal
will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations under
the Securities Exchange Act of 1934.
The Bylaws of the Company, a copy of which may be obtained from the
Company, set forth the procedures by which a shareholder may properly bring
business before a meeting of shareholders. Pursuant to the Bylaws, only business
brought by or at the direction of the Board of Directors may be conducted at a
special meeting. The Bylaws of the Company provide an advance notice procedure
for a shareholder to properly bring business before an annual meeting. The
shareholder must give written advance notice to the Secretary of the Company not
less than ninety (90) days before the date originally fixed for such meeting;
provided, however, that in the event that less than one hundred (100) days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be received not later
than the close of business on the tenth day following the date on which the
Company's notice to shareholders of the annual meeting date was mailed or such
public disclosure was made. In order for a shareholder to bring business before
the Company's 2001 Annual Meeting of Shareholders, the Company would have to
receive notice of such business no later than April 28, 2001 assuming the 2001
19
<PAGE>
Annual Meeting is held on July 27, 2001 and that the Company provides at least
100 days notice of the date of the meeting. The advance notice by shareholders
must include the shareholder's name and address, as they appear on the Company's
record of shareholders, a brief description of the proposed business, the reason
for conducting such business at the annual meeting, the class and number of
shares of the Company's capital stock that are beneficially owned by such
shareholder and any material interest of such shareholder in the proposed
business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement or the
proxy relating to any Annual Meeting any shareholder proposal which does not
meet all of the requirements for inclusion established by the Securities and
Exchange Commission in effect at the time such proposal is received.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cecilia R. Viveiros
Cecilia R. Viveiros
Corporate Secretary
Swansea, Massachusetts
June 23, 2000
20
<PAGE>
REVOCABLE PROXY
FIRSTFED AMERICA BANCORP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
July 27, 2000
2:00 p.m. Eastern Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert F. Stoico, Gilbert C. Oliveira and
Paul A. Raymond, DDS or any one or more of them acting in the absence of others
each with full power of substitution, to act as proxy for the undersigned, and
to vote all shares of Common Stock of FIRSTFED AMERICA BANCORP, INC. (the
"Company") which the undersigned is entitled to vote only at the Annual Meeting
of Shareholders, to be held on July 27, 2000, at 2:00 p.m. Eastern Time, at The
Westin Hotel, One West Exchange Street, Providence, Rhode Island 02903, and at
any and all adjournments thereof, with all of the powers the undersigned would
possess if personally present at such meeting as follows:
C O M M O N
Vote For
With- All
1. The election as directors of all nominees For Held Except
listed (except as marked to the contrary ------ ------ ------
below).
------ ------ ------
Thomas A. Rodgers, Jr. and Anthony L. Sylvia
INSTRUCTION: To withhold your vote for any individual nominee, mark "For All
Except" and write that nominee's name on the line provided below.
________________________________________________________________________________
2. The ratification of the appointment of For Against Abstain
KPMG LLP as Independent auditors of ------ ------ ------
FIRSTFED AMERICA BANCORP, INC. for the
fiscal year ending March 31, 2001. ------ ------ ------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, including
whether or not to adjourn the meeting, this proxy will be voted by the proxies
in their best judgement. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
----------------
Please be sure to sign and date this Proxy in the box below. Date
--------------------------------------------------------------------------------
------- Shareholder sign above -------- Co-holder (if any) sign above ----------
Detach above card, sign, date and mail in postage paid envelope provided.
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------------------------------------------
The above signed acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Shareholders and of a Proxy
Statement dated June 23, 2000 and of the Annual Report to Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------------
