<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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 Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
Staten Island Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[Letterhead Logo]
March 30, 1998
Dear Stockholder:
You are cordially invited to attend the first Annual Meeting of
Stockholders of Staten Island Bancorp, Inc. The meeting will be held at the
Excelsior Grand, located at 2380 Hylan Boulevard, Staten Island, New York, on
Thursday, April 30, 1998 at 10:00 a.m., Eastern Time. The matters to be
considered by stockholders at the Annual Meeting are described in the
accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER TO BE CONSIDERED.
Your continued support of and interest in Staten Island Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/ Harry Doherty
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
STATEN ISLAND BANCORP, INC.
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1998
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Staten Island Bancorp, Inc. (the "Company") will be held at the
Excelsior Grand, located at 2380 Hylan Boulevard, Staten Island, New York, on
Thursday, April 30, 1998 at 10:00 a.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect four (4) directors for a three-year term or until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Arthur
Andersen L.L.P. as the Company's independent auditors for the fiscal year
ending December 31, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other
such business.
The Board of Directors has fixed March 20, 1998 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. Only those stockholders of record as of the close of business on
that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Patricia J. Villani
Patricia J. Villani
Corporate Secretary
Staten Island, New York
March 30, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE> 4
STATEN ISLAND BANCORP, INC.
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1998
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of Staten Island Bancorp, Inc. (the
"Company"), the Delaware-chartered thrift holding company for Staten Island
Savings Bank (the "Savings Bank"). The Company acquired all of the Savings
Bank's common stock issued in connection with the conversion of the Savings Bank
from mutual to stock form in December, 1997 (the "Conversion"). Proxies are
being solicited on behalf of the Board of Directors of the Company to be used at
the Annual Meeting of Stockholders ("Annual Meeting") to be held at the
Excelsior Grand, located at 2380 Hylan Boulevard, Staten Island, New York, on
Thursday, April 30, 1998 at 10:00 a.m., Eastern Time, for the purposes set forth
in the Notice of Annual Meeting of Stockholders. This Proxy Statement is first
being mailed to stockholders on or about March 30, 1998.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted FOR the matters described below and upon the
transaction of such other business as may properly come before the meeting in
accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(Patricia J. Villani, Corporate Secretary, Staten Island Bancorp, Inc., 15 Beach
Street, Staten Island, New York 10304); (ii) submitting a duly-executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on March 20, 1998
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 45,130,312 shares of Common Stock outstanding and
the Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting. Directors are elected by a plurality of the
votes cast with a quorum present. The four persons who receive the greatest
number of votes of the holders of Common Stock represented in person or by proxy
at the Annual Meeting will be elected directors of the Company. Abstentions are
considered in determining the presence of a quorum and will not affect the vote
required for the election of directors. The affirmative vote of the holders of a
majority of the total votes present in person or by proxy is required to ratify
the appointment of the independent auditors. Abstentions will not be counted as
votes cast, and accordingly will have no effect on the voting of this proposal.
Under rules of the New York Stock Exchange ("NYSE"), all of the proposals for
consideration at the Annual Meeting are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions. Thus, there are no
proposals to be considered at the Annual Meeting which are considered
"non-discretionary" and for which there will be "broker non-votes."
1
<PAGE> 5
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Bylaws of the Company presently authorize 10 directors. The Certificate
of Incorporation of the Company provides that the Board of Directors of the
Company shall be divided into three classes as nearly equal in number as
possible, with one class to be elected annually. Stockholders of the Company are
not permitted to cumulate their votes for the election of directors.
No director or executive officer of the Company is related to any other
director or executive officer of the Company by blood, marriage or adoption, and
each of the nominees currently serve as a director of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If the person or persons named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for one or more replacement nominees recommended by the Board
of Directors. At this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION AGE(1) SINCE(2)
----------------- ------ --------
<S> <C> <C>
Charles J. Bartels.......................................... 74 1964
Director
James R. Coyle.............................................. 51 1990
Director, President and Chief Operating Officer
John R. Morris.............................................. 59 1986
Director
Kenneth W. Nelson........................................... 75 1977
Director
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION AGE(1) SINCE(2)
----------------- ------ --------
<S> <C> <C>
Harold Banks................................................ 74 1983
Director
Denis P. Kelleher........................................... 59 1988
Director
Julius Mehrberg............................................. 68 1996
Director
</TABLE>
2
<PAGE> 6
DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION AGE(1) SINCE(2)
----------------- ------ --------
<S> <C> <C>
Harry P. Doherty............................................ 55 1989
Chairman of the Board and Chief Executive Officer
William G. Horn............................................. 74 1968
Director
William E. O'Mara........................................... 67 1994
Director
</TABLE>
- ---------------
(1) At March 20, 1998.
(2) Includes service as a director of the Savings Bank.
Information concerning the principal position with the Company and the
Savings Bank and principal occupation of each nominee for director and members
of the Board continuing in office during the past five years is set forth below.
Harold Banks. Mr. Banks is a cemetarian and has been Executive Director,
Secretary and Treasurer of Ocean View The Cemetery Beautiful, Staten Island, New
York, since 1979. Mr. Banks also serves on the Boards of the Elmweir Cemetery
Association and Mt. Zion Cemetery.
Charles J. Bartels. Mr. Bartels is President and Chief Executive Officer
of Bartels & Eleford, Inc., a real estate appraisal firm located in Staten
Island, New York.
James R. Coyle. Mr. Coyle has served as President and Chief Operating
Officer of the Savings Bank since June 1990 and of the Company since its
inception. Previously, Mr. Coyle served as Executive Vice President from 1987 to
1990 and as Chief Financial Officer from 1989 to 1990. Mr. Coyle has been
employed by the Savings Bank since 1970. Mr. Coyle is a member of the Board of
the Center for Financial Studies, Fairfield, Connecticut, and is a member of
Community Bankers Association of New York State ("CBANYS").
Harry P. Doherty. Mr. Doherty has served as Chairman of the Board and
Chief Executive Officer of the Savings Bank since May 1990 and of the Company
since its inception. Previously, Mr. Doherty served as President and Chief
Operating Officer from 1989 to 1990 and Executive Vice President from 1987 to
1989. Mr. Doherty has been employed by the Savings Bank since 1966. Mr. Doherty
serves as a director of the Institutional Investors Capital Appreciation Mutual
Fund as well as the MSB Fund. Mr. Doherty serves as a director of both CBANYS
and America's Community Bankers.
William G. Horn. Mr. Horn is currently retired. Previously, Mr. Horn was a
Senior Account Agent for the Allstate Insurance Company.
Denis P. Kelleher. Mr. Kelleher is Chief Executive Officer of Wall Street
Access (formerly Wall Street Investors Services), a financial services company
and member firm of the NYSE, located in New York City. Mr. Kelleher also serves
as a director of the Irish Investment Fund, a closed end investment company
listed on the NYSE having a main investment focus in Irish-based securities.
Julius Mehrberg. Mr. Mehrberg is a principal and partner in various real
estate development and management companies, primarily Fingerboard Estates
Corp., located in Staten Island, New York.
John R. Morris. Mr. Morris retired from Merrill Lynch in May 1997 where he
served as a Vice President of the Capital Markets and Private Client groups. Mr.
Morris has over 35 years of experience in the financial services area. Mr.
Morris currently is a private investor and is self-employed as a consultant.
Kenneth W. Nelson. Mr. Nelson is Chairman, President and Chief Executive
Officer of Tech Products, Inc., a manufacturing and marketing company located in
Staten Island, New York. Mr. Nelson is also Chairman of Methods Research Corp.,
an importing and marketing company located in Farmingdale, New Jersey, and
Chairman, President and Chief Executive Officer of Carey Realty Corp., a real
estate holding company located in Staten Island, New York. Mr. Nelson also
serves as a director of American Centurion
3
<PAGE> 7
Life Assurance Co., a subsidiary of American Express Insurance and Annuities,
and of First Fortis Life Insurance Company, a subsidiary of Fortis, Inc.
Insurance and Annuities.
William E. O'Mara. Mr. O'Mara is an employee with the firm of Wohl and
O'Mara, civil engineers and land surveyors, located in Staten Island, New York.
Prior to January 2, 1998, he served as a partner in the firm.
STOCKHOLDER NOMINATIONS
Article IV, Section 4.15 of the Company's Bylaws ("Bylaws") governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board of Directors or committee
appointed by the Board, to be made at a meeting of stockholders called for the
election of directors, and only by a stockholder who has complied with the
notice provisions in that section. Stockholder nominations must be made pursuant
to timely notice in writing to the Secretary of the Company. Generally, to be
timely, a stockholder's notice must be delivered to, or mailed, postage prepaid,
to the principal executive offices of the Company not later than 120 days prior
to the anniversary date of the mailing of proxy materials by the Company in
connection with the immediately preceding annual meeting of stockholders of the
Company. Each written notice of a stockholder nomination is required to set
forth certain information specified in the Bylaws. Because this is the first
Annual Meeting, any such nomination by a stockholder must have been delivered or
received no later than the close of business on January 2, 1998. No such
nominations by stockholders were received.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE COMPANY AND THE SAVINGS BANK
Regular meetings of the Board of Directors of the Company are held as
necessary. Since its organization in July 1997 and through the year ended
December 31, 1997, the Board of Directors of the Company met six times. No
director attended fewer than 75% of the total number of Board meetings or
committee meetings on which he or she served that were held during this period.
The entire Board of Directors of the Company acts as a Nominating Committee. The
Board of Directors of the Company has established the following committees:
Audit Committee. The Audit Committee of the Company recommends independent
auditors to the Board annually and reviews the Company's financial statements
and the scope and results of the audit performed by the Company's independent
auditors and the Company's system of internal control with management and such
independent auditors and reviews regulatory examination reports. The Audit
Committee, which is comprised of Messrs. Morris (Chairman), Horn, Kelleher and
O'Mara met twice during 1997.
Compensation Committee. The Compensation Review Committee of the Company
reviews and recommends compensation and benefits for the Company employees. The
Committee, which is comprised of Messrs. Horn (Chairman), Bartels, Morris,
Doherty and Coyle, met once during 1997.
The Board of Directors of the Savings Bank meets on a monthly basis and may
have additional special meetings. During the year ended December 31, 1997, the
Board of Directors of the Savings Bank met 16 times. The Board of Directors of
the Savings Bank has established eight committees, including an Executive
Committee, Compensation Committee, Investment Committee, Loan Review and Loan
Real Estate Investment Committee. No director attended fewer than 75% of the
total number of Board meetings or committee meetings on which he served that
were held during this period.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information concerning the executive officers of the
Company and the Savings Bank who do not serve on the Board of Directors of the
Company. All executive officers are elected by the Board of Directors and serve
until their successors are elected and qualified. No executive officer is
related to any director or other executive officer of the Company by blood,
marriage or adoption, and there are no arrangements or understandings between a
director of the Company and any other person pursuant to which such person was
elected an executive officer.
4
<PAGE> 8
John P. Brady. Age 46 years. Mr. Brady has served as Executive Vice
President and Chief Lending Officer of the Savings Bank since May 1987. Mr.
Brady has been employed by the Savings Bank since 1982 and previously served as
Vice President and mortgage officer and as the Community Reinvestment Act
officer for the Savings Bank.
Frank J. Besignano. Age 43 years. Mr. Besignano has served as Senior Vice
President of the Savings Bank for Marketing, Business Development and Compliance
since May 1991. Mr. Besignano has been employed by the Savings Bank since 1982
and previously served as Vice President and marketing officer since 1987.
Edward J. Klingele. Age 45 years. Mr. Klingele has served as Senior Vice
President and Chief Financial Officer of the Savings Bank since May 1990 and of
the Company since its inception. Mr. Klingele has been employed by the Savings
Bank since 1976 and previously served as Controller of the Savings Bank from
1984 to 1990.
Deborah Pagano. Age 43 years. Ms. Pagano has served as Senior Vice
President -- Branch Administration for the Savings Bank since May 1989. Ms.
Pagano has been employed by the Savings Bank since 1976 and previously served as
Vice President of the Savings Bank from 1984 to 1989.
Donald C. Fleming. Age 49 years. Mr. Fleming has served as Senior Vice
President of the Savings Bank for Strategic Planning and Technical Services
since January 1997. Previously, Mr. Fleming served as Director, Executive Vice
President and Chief Financial Officer of North Side Savings Bank, Floral Park,
New York, from 1988 to 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's officers and directors, and persons who own more
than 10% of the Company's Common Stock, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC") and the NYSE.
Officers, directors and greater than 10% stockholders are required by regulation
to furnish the Company with copies of all Section 16(a) forms they file. The
Company knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that with respect to the year ended December 31, 1997, the Company's
officers and directors satisfied the reporting requirements promulgated under
Section 16(a) of the 1934 Act.
5
<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which was
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock, (ii) the directors of the Company, (iii) those
executive officers of the Company and the Savings Bank whose salary and bonus
exceeded $100,000 in 1997; and (iv) all directors and executive officers of the
Company and the Savings Bank as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OR OWNERSHIP AS OF PERCENT OF
NUMBER OF PERSONS IN GROUP MARCH 20, 1998(1) COMMON STOCK
--------------------------- ----------------- ------------
<S> <C> <C>
Staten Island Bancorp, Inc.................................. 3,438,500 7.62%
Employee Stock Ownership Plan
15 Beach Street
Staten Island, New York 10304
Directors:
Harold Banks................................................ 61,066(3) *
Charles J. Bartels.......................................... 18,586(4) *
James R. Coyle.............................................. 54,214(5) *
Harry P. Doherty............................................ 96,106(6) *
William G. Horn............................................. 12,343(7) *
Denis P. Kelleher........................................... 17,339(8) *
Julius Mehrberg............................................. 19,950(9) *
John R. Morris.............................................. 42,000(10) *
Kenneth W. Nelson........................................... 67,000(11) *
William E. O'Mara........................................... 4,000 *
Other Senior Executive Officers:
Frank J. Besignano.......................................... 35,363(12) *
John P. Brady............................................... 24,269(13) *
Donald C. Fleming........................................... 10,000(14) *
Deborah Pagano.............................................. 29,958(15) *
Edward J. Klingele.......................................... 18,268(16) *
All Directors and Senior Executive Officers of the Company
and the Savings Bank as a group (15 persons).............. 510,462(2) 1.13%
</TABLE>
- ---------------
* Represents less than 1% of the outstanding stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or to direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive power
with respect to the shares.
(2) The Staten Island Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") was
established by an agreement between the Company and Messrs. Coyle, Doherty,
Horn, Kelleher and O'Mara who act as trustees of the plan ("Trustees"). As
of the Voting Record Date, none of the shares held by the ESOP had been
allocated to the accounts of participating employees. Under the terms of
the ESOP, the Trustees will generally vote the allocated shares held in the
ESOP in accordance with the instructions of the participating employees.
Unallocated shares held in the ESOP will generally be voted in the same
6
<PAGE> 10
ratio on any matter as those allocated shares for which instructions are
given, subject in each case to the fiduciary duties of the ESOP trustees
and applicable law. Any allocated shares which either abstain on the
proposal or are not voted will be disregarded in determining the percentage
of stock voted for and against each proposal by the participants and
beneficiaries. The amount of Common Stock beneficially owned by directors
who serve as Trustees of the ESOP and by all directors and executive
officers as a group does not include the unallocated shares held by the
ESOP.
(3) Includes 48,566 shares held by the retirement fund of Ocean View The
Cemetery Beautiful, of which Mr. Banks is the Executive Director. Mr. Banks
disclaims beneficial ownership with respect to such shares.
(4) Includes 2,459 shares held by Mrs. Bartels and 1,290 shares held in trust
for Mr. Bartel's grandchildren as to which he is custodian.
(5) Includes 11,824 shares held jointly with Mr. Coyle's spouse, 3,645 shares
held by children of Mr. Coyle who reside with him, 36,805 shares held by
the Savings Bank's 401(k) Plan and 1,940 shares held by the Directors'
Deferred Compensation Plan.
(6) Includes 36,835 shares held jointly with Mr. Doherty's spouse, 1,750 shares
held by children of Mr. Doherty who reside with him, 6,140 shares held by
the Directors' Deferred Compensation Plan and 51,381 shares held by the
Savings Bank's 401(k) Plan.
(7) Includes 4,010 shares held by the Directors' Deferred Compensation Plan.
(8) Includes 1,343 shares held individually by Mr. Kelleher's spouse and 15,996
shares held by the Directors' Deferred Compensation Plan.
(9) Includes 10,000 shares held individually by Mr. Mehrberg's spouse and 7,950
shares held by the Directors' Deferred Compensation Plan.
(10) All shares held jointly with Mr. Morris's spouse.
(11) Includes 18,000 shares held individually by Mrs. Nelson, 24,000 shares held
by Tech Product, Inc. of which Mr. Nelson is a controlling shareholder, and
10,000 shares held by the Margaret M. Nelson Realty Trust for which Mr.
Nelson serves as a trustee.
(12) Includes 8,666 shares held jointly with Mr. Besignano's spouse and 26,697
shares held by the Savings Bank's 401(k) Plan.
(13) Includes 23,881 shares held by the Savings Bank's 401(k) Plan.
(14) All shares held jointly with Mr. Fleming's spouse.
(15) Includes 625 shares held by each of the Individual Retirement Accounts of
Ms. Pagano and her spouse and 22,837 shares held by the Savings Bank's
401(k) Plan.
(16) Includes 590 shares held jointly with Mr. Klingele's spouse, 5,750 shares
held in trust for children of Mr. Klingele who reside with him, 178 shares
held by his Individual Retirement Account and 11,750 shares held by the
Savings Bank's 401(k) Plan.
7
<PAGE> 11
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information concerning
the compensation paid by the Savings Bank (including amounts deferred to future
periods by the officers) for services rendered in all capacities during the year
ended December 31, 1997 to the Chairman and Chief Executive Officer of the
Savings Bank and the four other most highly compensated officers of the Savings
Bank.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) STOCK OPTIONS PAYOUTS COMPENSATION(2)
------------------ ---- -------- ----- --------------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harry P. Doherty........... 1997 $504,015 -- -- -- -- -- $50,625
Chairman and Chief 1996 356,457 -- -- -- -- -- 43,500
Executive Officer
James R. Coyle............. 1997 348,513 -- -- -- -- -- 37,236
President and Chief 1996 275,715 -- -- -- -- -- 35,680
Operating Officer
John P. Brady.............. 1997 163,190 -- -- -- -- -- 20,973
Executive Vice President 1996 137,909 -- -- -- -- -- 20,500
Deborah Pagano............. 1997 125,852 -- -- -- -- -- 19,298
Senior Vice President 1996 117,394 -- -- -- -- -- 18,053
Edward J. Klingele......... 1997 129,473 -- -- -- -- -- 16,584
Senior Vice President 1996 116,833 -- -- -- -- -- 15,876
</TABLE>
- ---------------
(1) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer. In the opinion of management of the Savings
Bank, the costs to the Savings Bank of providing such benefits to the named
executive officer during the year ended December 31, 1997 did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus reported
for the individual.
(2) Consists of the Savings Bank's contributions to the Savings Bank's 401(k)
profit sharing plan to the account of the named executive officers, as well
as $30,175 and $18,738 allocated to Messrs. Doherty and Coyle, respectively,
pursuant to the Savings Bank's Supplemental Executive Retirement Plan
("SERP").
EMPLOYMENT AGREEMENTS
The Company and the Savings Bank (the "Employers") have entered into
employment agreements with each of Messrs. Doherty, Coyle, Brady, Besignano,
Klingele and Fleming and Ms. Pagano (the "Senior Executive Officers"). The
Employers have agreed to employ the executives for a term of three years, in
each case in their current respective positions. Initially, the agreements with
the executives are at their current salary levels. The executives' compensation
and expenses shall be paid by the Company and the Savings Bank in the same
proportion as the time and services actually expended by the Senior Executive
Officers on behalf of each respective Employer. With respect to Messrs. Doherty
and Coyle, the employment agreements will be reviewed annually, and with respect
to the five other Senior Executive Officers, the employment agreements will be
reviewed prior to the second anniversary and each anniversary thereafter by the
Boards of Directors of the Employers. At such times, the term of the executives'
employment agreements shall be extended each year for a successive additional
one-year period upon the approval of the Employers' Boards of Directors, unless
either party elects, not less than 30 days prior to the annual anniversary date,
not to extend the employment term.
Each of the employment agreements are terminable with or without cause by
the Employers. The Senior Executive Officers shall have no right to compensation
or other benefits pursuant to the employment agreements for any period after
voluntary termination or termination by the Employers for cause. The agreements
provide for certain benefits in the event of the executive's death, disability
or retirement. In the event that (i) the executive terminates his or her
employment because of failure to comply with any material provision of the
employment agreement or the Employers change the executive's title or duties or
(ii) the
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<PAGE> 12
employment agreement is terminated by the Employers other than for cause,
disability, retirement or death or by the executive as a result of certain
adverse actions which are taken with respect to the executive's employment
following a change in control of the Company, as defined, Messrs. Doherty and
Coyle will be entitled to a cash severance amount equal to three times their
average annual compensation, as defined, plus an amount to reimburse the
executives for certain tax obligations, and the five other Senior Executive
Officers will be entitled to a cash severance amount equal to two times their
average annual compensation, as defined.
A change in control is generally defined in the employment agreements to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 20% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any three-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
With respect to the employment agreements with the other Senior Executive
Officers, each employment agreement provides that, in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended, then such payments and
benefits received thereunder shall be reduced by the amount which is the minimum
necessary to result in the payments not exceeding three times the recipient's
average annual compensation from the employer which was includable in the
recipient's gross income during the most recent five taxable years. Recipients
of excess parachute payments are subject to a 20% excise tax on the amount by
which such payments exceed the base amount, in addition to regular income taxes,
and payments in excess of the base amount are not deductible by the employer as
compensation expense for federal income tax purposes.
Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti-takeover effect.
The Company and/or the Savings Bank may determine to enter into similar
employment agreements with other officers in the future.
DIRECTOR'S COMPENSATION
Directors of the Company, except for Messrs. Doherty and Coyle, receive
$1,800 per meeting attended of the Board and $1,200 per committee meeting ($600
in the case of the Savings Bank Loan Review Committee) attended. The Chairman of
each committee of the Board also receives $1,500 per meeting attended ($750 in
the case of the Savings Bank Loan Review Committee). Board fees are subject to
periodic adjustment by the Board of Directors.
RETIREMENT PLAN
The Savings Bank maintains a non-contributory, tax-qualified defined
benefit pension plan (the "Retirement Plan") for eligible employees. All
salaried employees at least age 21 who have completed at least one year of
service are eligible to participate in the Retirement Plan. The Retirement Plan
provides for a benefit for each participant, including executive officers named
in the Executive Compensation Table above, equal to 2% of the participant's
final average compensation (average annual compensation during the 36
consecutive calendar months during the final 120 consecutive calendar months of
employment) multiplied by the participant's years (and any fraction thereof) of
eligible employment (up to a maximum of 30 years). A participant is fully vested
in his or her benefit under the Retirement Plan after five years of service. The
Retirement Plan is funded by the Savings Bank on a actuarial basis and all
assets are held in trust by the Retirement Plan trustee.
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<PAGE> 13
The following table illustrates the annual benefit payable upon normal
retirement at age 65 (in single life annuity amounts with no offset for Social
Security benefits) at various levels of compensation and years of service under
the Retirement Plan and the SERP maintained by the Savings Bank.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000.................... $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 75,000
150,000.................... 45,000 60,000 75,000 90,000 90,000
175,000.................... 52,500 70,000 87,500 105,000 105,000
200,000.................... 60,000 80,000 100,000 120,000 120,000
225,000.................... 67,500 90,000 112,500 135,000 135,000
250,000.................... 75,000 100,000 125,000 150,000 150,000
300,000.................... 90,000 120,000 150,000 180,000 180,000
400,000.................... 120,000 160,000 200,000 240,000 240,000
450,000.................... 135,000 180,000 225,000 270,000 270,000
500,000.................... 150,000 200,000 250,000 300,000 300,000
550,000.................... 165,000 220,000 275,000 330,000 330,000
600,000.................... 180,000 240,000 300,000 360,000 360,000
</TABLE>
- ---------------
(1) The annual retirement benefits shown in the table do not reflect a deduction
for Social Security benefits and there are no other offsets to benefits.
(2) For the fiscal year of the Retirement Plan beginning on January 1, 1997, the
average final compensation for computing benefits under the Retirement Plan
cannot exceed $160,000 (as adjusted for subsequent years pursuant to Code
provisions). Benefits in excess of the limitation are provided through the
SERP.
(3) For the fiscal year of the Retirement Plan beginning on January 1, 1997, the
maximum annual benefit payable under the Retirement Plan cannot exceed
$125,000 (as adjusted for subsequent years pursuant to Code provisions).
(4) The maximum years of service credited for benefit purposes is 30 years.
The following table sets forth the years of credited service and the
average annual earnings (as defined above) determined as of December 31, 1997,
the end of the 1997 plan year, for each of the individuals named in the
Executive Compensation Table.
<TABLE>
<CAPTION>
YEARS OF CREDITED AVERAGE ANNUAL
SERVICE EARNINGS
----------------- --------------
<S> <C> <C>
Harry P. Doherty............................... 31 years $380,000
James R. Coyle................................. 27 years 285,000
John P. Brady.................................. 14 years 140,900
Deborah Pagano................................. 21 years 117,067
Edward J. Klingele............................. 21 years 121,400
</TABLE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Savings Bank has adopted the SERP to provide for eligible employees
benefits that would be due under its Retirement Plan and 401(k) Plan if such
benefits were not limited under the Code. SERP benefits provided with respect to
the Retirement Plan are reflected in the pension table. The Board of Directors
of the Savings Bank intends to adopt an amendment to the SERP to provide
eligible employees with benefits that would be due under the ESOP if such
benefits were not limited under the Code.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
In accordance with applicable federal laws and regulations, the Savings
Bank offers mortgage loans to its directors, officers and employees as well as
members of their immediate families for the financing of their
10
<PAGE> 14
primary residences and certain other loans. These loans are generally made on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. It is the belief of management that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any credit
extended by a savings institution, such as the Savings Bank, to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions by the savings institution
with non-affiliated parties; unless the loans are made pursuant to a benefit or
compensation program that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive officer
or principal stockholder, or certain affiliated interests of either, over other
employees of the savings institution, and must not involve more than the normal
risk of repayment or present other unfavorable features. Officers and directors
receive a discount on their interest rate according to a policy for all
employees.
As of December 31, 1997, with the exception of Messrs. Brady and Klingele,
both Savings Bank officers, (who had in the aggregate $71,000 and $159,000,
respectively, of first mortgage loans from the Savings Bank as of such date), no
director, nominee for director or executive officer of the Savings Bank had
aggregate indebtedness to the Savings Bank exceeding $60,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company and the
Savings Bank determines the salaries and bonuses of the Company's and the
Savings Bank's Senior Executive Officers. The Committee also reviews and
approves the salaries and bonuses for the Savings Bank's other officers and
employees as prepared and submitted to the Committee by the Savings Bank's
Senior Executive Officers. During 1997, the members of the committee were
Messrs. Horn (Chairman), Bartels, Morris, Doherty and Coyle. The Compensation
Committee met once during 1997. The report of the Compensation Committee with
respect to compensation for the Chief Executive Officer and all other Savings
Bank officers and employees for the year ended December 31, 1997 is set forth
below:
REPORT OF THE COMPENSATION COMMITTEE
The purpose of the Committee is to assist the Company and the Savings Bank
in attracting and retaining qualified management, motivating executives to
achieve performance goals as outlined in the Company's business plan and to
ensure that executive compensation is related to and supports the Company's
overall objective of enhancing stockholder value.
In order to establish base salary levels and to determine an annual cash
bonus for the Company's Chief Executive Officer and the six other Senior
Executive Officers, the Compensation Committee considered the financial
performance of the Company, including net income of the Company and various
financial ratios. The Committee also considered the successful completion of the
Conversion, as well as the additional responsibilities related to being a public
company. Further, with respect to the Savings Bank's other officers and
employees, the Committee reviewed and approved the salary increases and bonuses
as submitted by the Savings Bank's Senior Executive Officers.
Based upon the above factors, the Committee increased Mr. Doherty's base
salary by approximately $75,000 or 20% to $450,000 for 1997. The Committee
provided for an average 10.42% salary increase for the six other Senior
Executive Officers.
11
<PAGE> 15
Following review and approval by the Committee, all issues pertaining to
executive compensation are submitted to the full Board of Directors for their
approval. No officer participates in the review of his or her respective
compensation.
William G. Horn, Chairman
Charles J. Bartels, Director
John R. Morris, Director
Harry P. Doherty, Chief Executive Officer
James R. Coyle, President
PERFORMANCE GRAPH
The following graph demonstrates comparison of the cumulative total returns
for the Common Stock of the Company, the SNL Securities All Thrift Index and
Standard and Poor's 500 Index since the close of trading of the Company's Common
Stock on December 22, 1997.
<TABLE>
<CAPTION>
Measurement Period Staten Island SNL All Thrift
(Fiscal Year Covered) Bancorp S&P 500 Index
<S> <C> <C> <C>
12/22/97 100 100 100
12/23/97 101.97 98.47 99.42
12/24/97 101.97 97.8 98.33
12/26/97 100.66 98.2 99.06
12/29/97 101.97 100 100.43
12/30/97 105.25 101.85 101.83
12/31/97 109.84 101.81 102.51
</TABLE>
The above graph represents $100 invested in the Company's Common Stock at
$19.0625 per share, the closing price per share as of December 22, 1997. The
Common Stock commenced trading on the NYSE on December 22, 1997. The cumulative
total returns do not include the payment of dividends by the Company.
12
<PAGE> 16
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen L.L.P.,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending December 31, 1998, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
The Company has been advised by Arthur Andersen L.L.P. that neither that
firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Arthur Andersen L.L.P. will have one
or more representatives at the Annual Meeting who will have an opportunity to
make a statement, if they so desire, and who will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN L.L.P. AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1998.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which currently is scheduled to be held in April 1999, must be
received at the principal executive offices of the Company, 15 Beach Street,
Staten Island, New York 10304, Attention: Patricia J. Villani, Corporate
Secretary, no later than December 1, 1998.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Section 2.14 of the Company's
Bylaws, which provides that business at an annual meeting of stockholders must
be (a) properly brought before the meeting by or at the direction of the Board
of Directors, or (b) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 120 days prior to the mailing of proxy materials with
respect to the immediately preceding annual meeting of stockholders of the
Company. No such proposals were received. Such stockholder's notice is required
to set forth as to each matter the stockholder proposes to bring before an
annual meeting certain information specified in the Bylaws.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1997 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR FISCAL 1997 REQUIRED TO BE FILED UNDER THE 1934 ACT. SUCH WRITTEN REQUESTS
SHOULD BE DIRECTED TO DONALD C. FLEMING, STATEN ISLAND BANCORP, INC., 15 BEACH
STREET, STATEN ISLAND, NEW YORK 10304. THE FORM 10-K IS NOT PART OF THE PROXY
SOLICITATION MATERIALS.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the election
of any person as a director if the nominee is unable to serve or for good cause
will not serve, matters incident to the conduct of the meeting, and upon such
other matters as may properly come before the Annual Meeting. Management is not
aware of any business that may properly come before the Annual Meeting other
than the matters described above in this Proxy Statement. However, if any other
matters should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
13
<PAGE> 17
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
By Order of the Board of Directors
Patricia J. Villani
Patricia J. Villani
Corporate Secretary
March 30, 1998
14
<PAGE> 18
REVOCABLE PROXY
STATEN ISLAND BANCORP, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1998
The undersigned, being a stockholder of Staten Island Bancorp, Inc. (the
"Company") as of March 20, 1998, hereby authorizes Harry P. Doherty and
James R. Coyle or any successors thereto as proxies with full powers of
substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Excelsior Grand located at
2380 Hylan Boulevard, Staten Island, New York, on Thursday, April 30, 1998 at
10:00 a.m. Eastern Time, and at any adjournment of said meeting, and thereat to
act with respect to all votes that the undersigned would be entitled to cast, if
then personally present, as follows:
Please be sure to sign and date Date
this Proxy in the box below.
Stockholder sign above Co-holder (if any) sign above
WITH- FOR ALL
FOR HOLD EXCEPT
1. ELECTION OF DIRECTOR [ ] [ ] [ ]
Nominees for a three-year term:
Charles J. Battels, James R. Coyle,
John R. Morris and Kenneth W. Nelson
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEES, MARK "FOR ALL EXCEPT" AND WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
===========================================================
FOR AGAINST ABSTAIN
2. PROPOSAL to ratify [ ] [ ] [ ]
the appointment by the
Board of Directors of
Arthur Andersen LLP as
the Company's independent
auditors for the fiscal
year ending December 31,
1998
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before
the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 30, 1998 AND AT ANY
ADJOURNMENT THEREOF.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS
SPECIFIED, IF RETURNED, BUT NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR
RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITORS, AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE
THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE
ANNUAL MEETING.
- -----------------------------------------------------------
-- DETACH ABOVE CARD, SIGN, DATE AND
MAIL IN POSTAGE PAID ENVELOPE PROVIDED. --
STATEN ISLAND BANCORP, INC.
PLEASE SIGN ABOVE EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY WHEN
SIGNING IN A REPRESENTATIVE CAPACITY.
PLEASE GIVE FULL TITLE, WHEN SHARES ARE HELD JOINTLY, ONLY ONE HOLDER NEED
SIGN.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
