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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Staten Island Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
N/A
________________________________________________________________________________
5) Total fee paid:
N/A
________________________________________________________________________________
<PAGE>
[_] 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
________________________________________________________________________________
<PAGE>
[Staten Island Bancorp, Inc. Letterhead]
March 30, 2000
Dear Stockholder:
You are cordially invited to attend the 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 27,
2000 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.
Your continued support of and interest in Staten Island Bancorp, Inc.
is sincerely appreciated.
Sincerely,
/s/ Harry P. Doherty
--------------------
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
<PAGE>
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 27, 2000
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 27, 2000 at 10:00 a.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying proxy
statement ("Proxy Statement"):
(1) To elect three (3) 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, 2000;
(3) To consider and vote upon a stockholder's proposal that the Board
of Directors take the necessary steps to achieve a sale or merger of the
Company;
(4) To consider and vote upon a stockholder proposal to remove
anti-takeover defenses from the Company's Certificate of Incorporation and
Bylaws; and
(5) 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 17, 2000 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
/s/ Patricia J. Villani
-----------------------
Patricia J. Villani
Corporate Secretary
Staten Island, New York
March 30, 2000
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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.
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<PAGE>
STATEN ISLAND BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 27, 2000
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 27, 2000 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, 2000.
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 nominees for directors described herein,
for ratification of the appointment of Arthur Anderson L.L.P for fiscal 2000,
against each stockholder proposal 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 17, 2000
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 37,391,215 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 three 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 at the meeting and
entitled to vote is required to ratify the appointment of the independent
auditors and to approve each stockholder proposal. Abstentions will be counted
as present and entitled to vote and will have the effect of a vote against such
proposals. Under rules of the New York Stock Exchange ("NYSE"), each of the
proposals, except for the stockholder proposals, is considered a "discretionary"
item upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions and, accordingly,
there will be no "broker non-votes" with respect to the election of directors
and the ratification of the Company's independent auditors. The stockholder
proposals are considered "non-discretionary" items and brokerage firms which
have received no instructions from their clients will have no discretion with
respect to voting on such items. Broker non-votes will have no effect on the
stockholder proposals.
2
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
There currently are 10 directors of the Company. The Company's
Certificate of Incorporation 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.
At the Annual Meeting, stockholders of the Company will be asked to
elect one class of directors, consisting of three directors, for a three-year
term expiring in 2003, and until their successors are elected and qualified.
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 a Three-Year Term Expiring in 2003
------------------------------------------------------------
Director
Name and Position Age(1) Since(2)
Harry P. Doherty 57 1989
Chairman of the Board and Chief Executive
Officer
William G. Horn 76 1968
Director
William E. O'Mara 69 1994
Director
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 2001
------------------------------------
Director
Name and Position Age(1) Since(2)
Charles J. Bartels 76 1964
Director
<PAGE>
James R. Coyle 53 1990
Director, President and Chief Operating Officer
John R. Morris 61 1986
Director
Kenneth W. Nelson 77 1977
Director
(Continued on next page)
3
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Directors Whose Terms Expire in 2002
------------------------------------
Director
Name and Position Age(1) Since(2)
Harold Banks 76 1983
Director
Denis P. Kelleher 61 1988
Director
Julius Mehrberg 70 1996
Director
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(1) At March 17, 2000.
(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. 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. 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.
<PAGE>
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
4
<PAGE>
serves as a director of American Centurion 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 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. Any such nomination by a stockholder must
have been delivered or received no later than the close of business on November
30, 1999 with respect to the Annual Meeting. No such nominations by stockholders
were received with respect to the Annual Meeting.
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. Through the year ended December 31, 1999, the Board of Directors of
the Company met 12 times. No director of the Company attended fewer than 75% of
the total number of Board meetings or committee meetings on which he 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 four times during fiscal 1999.
Compensation and Benefits Review Committee. The Compensation and Benefits
Review Committee (the "Compensation Committee") of the Company reviews and
recommends compensation and benefits for the Company employees. The Compensation
Committee, which is comprised of Messrs. Horn (Chairman), Kelleher and Morris,
met four times during fiscal 1999.
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,
1999, the Board of Directors of the Savings Bank met 12 times. The Board of
Directors of the Savings Bank has established nine committees, including an
Executive Committee, Compensation Committee, Investment Committee, Loan Review
and Loan Real Estate Investment Committee. No director of the Savings Bank
attended fewer than 75% of the total number of Board meetings or committee
meetings on which he served that were held during this period.
5
<PAGE>
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.
John P. Brady. Age 48 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 45 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.
Edward J. Klingele. Age 47 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 45 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 51 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
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of the Common Stock, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC") and the New
York Stock Exchange. 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
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, 1999, the Company's
officers and directors satisfied the reporting requirements promulgated under
Section 16(a) of the 1934 Act.
6
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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
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) certain executive officers of the Company and the Savings
Bank; and (iv) all directors and certain executive officers of the Company and
the Savings Bank as a group.
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group March 17, 2000(1) Common Stock
Staten Island Bancorp, Inc. 3,435,620(2) 9.19%
Employee Stock Ownership Plan
15 Beach Street
Staten Island, New York 10304
Directors:
Harold Banks 103,066(3) *
Charles J. Bartels 68,585(4) *
James R. Coyle 244,351(5) *
Harry P. Doherty 344,364(6) *
William G. Horn 59,533(7) *
Denis P. Kelleher 103,189(8) *
Julius Mehrberg 69,950(9) *
John R. Morris 92,200(10) *
Kenneth W. Nelson 120,000(11) *
William E. O'Mara 54,000(12) *
Certain Executive Officers:
Frank J. Besignano 99,346(13) *
John P. Brady 109,532(14) *
Donald C. Fleming 84,824(15) *
Deborah Pagano 105,144(16) *
Edward J. Klingele 98,398(17) *
All Directors and certain Executive Officers
of the Company and the Savings Bank as a
group (15 persons) 1,756,482 4 .66%
- -------------------------
* 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.
(Footnotes continued on following page)
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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 Trust
("Trust") was established pursuant to the Staten Island Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP") 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,
2,975,753 shares of Common Stock held in the Trust were unallocated and
459,867 shares 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 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 shares held by the
ESOP (except for shares allocated to an executive officer as a
participant).
(3) Includes 32,000 shares held in the Company's Recognition and Retention
Plan Trust ("Recognition Plan") allocated to Mr. Banks, 10,000 shares
subject to stock options which are exercisable within 60 days of March
17, 2000 and 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
held in the Ocean View The Cemetery Beautiful retirement fund.
(4) Includes 2,459 shares held by Mrs. Bartels, 32,000 shares held in the
Recognition Plan allocated to Mr. Bartels, 10,000 shares subject to
stock options which are exercisable within 60 days of March 17, 2000
and 1,290 shares held in trust for Mr. Bartel's grandchildren as to
which he is custodian.
(5) Includes 39,424 shares held jointly with Mr. Coyle's spouse, 3,645
shares held by children of Mr. Coyle who reside with him, 37,746 shares
held by the Savings Bank's 401(k) Plan, 1,935 shares held by the
Directors' Deferred Compensation Plan, 110,400 shares held in the
Recognition Plan allocated to Mr. Coyle, 45,000 shares subject to stock
options which are exercisable within 60 days of March 17, 2000 and
6,201 shares allocated to him pursuant to the ESOP.
(6) Includes 54,517 shares held jointly with Mr. Doherty's spouse, 1,750
shares held by children of Mr. Doherty who reside with him, 52,696
shares held by the Savings Bank's 401(k) Plan, 4,200 shares held by the
Directors' Deferred Compensation Plan, 160,000 shares held in the
Recognition Plan allocated to Mr. Doherty, 65,000 shares subject to
stock options which are exercisable within 60 days of March 17, 2000
and 6,201 shares allocated to him pursuant to the ESOP.
<PAGE>
(7) Includes 4,010 shares held by the Directors' Deferred Compensation
Plan, 32,000 shares held in the Recognition Plan allocated to Mr. Horn,
10,000 shares subject to stock options which are exercisable within 60
days of March 17, 2000 and 5,600 shares held in trust for Mr. Horn's
grandchildren.
(8) Includes 1,343 shares held individually by Mr. Kelleher's spouse,
26,846 shares held by the Directors' Deferred Compensation Plan, 10,000
shares subject to stock options which are exercisable within 60 days of
March 17, 2000 and 32,000 shares held in the Recognition Plan allocated
to Mr. Kelleher.
(Footnotes continued on following page)
8
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(9) Includes 10,000 shares held individually by Mr. Mehrberg's spouse,
7,950 shares held by the Directors' Deferred Compensation Plan, 10,000
shares subject to stock options which are exercisable within 60 days of
March 17, 2000 and 32,000 shares held in the Recognition Plan allocated
to Mr. Mehrberg.
(10) Includes 45,200 shares held jointly with Mr. Morris's spouse, 10,000
shares subject to stock options which are exercisable within 60 days of
March 17, 2000 and 32,000 shares held in the Recognition Plan allocated
to Mr. Morris.
(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, 32,000 shares held in the Recognition Plan allocated to
Mr. Nelson, 2,000 shares held in trust for Mr. Nelson's children and
grandchildren as to which he is custodian, 10,000 shares subject to
stock options which are exercisable within 60 days of March 17, 2000
and 10,000 shares held by the Margaret M. Nelson Realty Trust for which
Mr. Nelson serves as a trustee. Mr. Nelson disclaims beneficial
ownership with respect to such shares held in trust.
(12) Includes 32,000 shares held in the Recognition Plan allocated to Mr.
O'Mara and 10,000 shares subject to stock options which are exercisable
within 60 days of March 17, 2000.
(13) Includes 6,526 shares held jointly with Mr. Besignano's spouse, 427
shares held in his Individual Retirement Account, 27,637 shares held by
the Savings Bank's 401(k) Plan, 44,160 shares held in the Recognition
Plan allocated to Mr. Besignano, 15,800 shares subject to stock options
which are exercisable within 60 days of March 17, 2000 and 4,796 shares
allocated to Mr. Besignano pursuant to the ESOP.
(14) Includes 24,720 shares held by the Savings Bank's 401(k) Plan, 57,600
shares held in the Recognition Plan allocated to Mr. Brady, 20,600
shares subject to stock options which are exercisable within 60 days of
March 17, 2000 and 6,201 shares allocated to him pursuant to the ESOP.
(15) Includes 21,040 shares held jointly with Mr. Fleming's spouse, 44,160
shares held in the Recognition Plan allocated to Mr. Fleming, 15,800
shares subject to stock options which are exercisable within 60 days of
March 17, 2000 and 3,824 shares allocated to him pursuant to the ESOP.
(16) Includes 13,585 shares held by the Savings Bank's 401(k) Plan, 17,814
held jointly with Ms. Pagano's spouse, 50,320 shares held in the
Recognition Plan allocated to Ms. Pagano, 18,000 shares subject to
stock options which are exercisable within 60 days of March 17, 2000
and 5,425 shares allocated to her pursuant to the ESOP.
(17) Includes 4,590 shares held jointly with Mr. Klingele's spouse, 5,750
shares held in trust for children of Mr. Klingele who reside with him,
12,163 shares held by the Savings Bank's 401(k) Plan, 52,000 shares
held in the Recognition Plan allocated to Mr. Klingele, 18,600 shares
subject to stock options which are exercisable within 60 days of March
17, 2000 and 5,295 shares allocated to him pursuant to the ESOP.
9
<PAGE>
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 named executive officers) for services rendered in all
capacities during the year ended December 31, 1999 to the Chief Executive
Officer of the Savings Bank and the four other most highly compensated named
executive officers of the Savings Bank.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------------------------------- -----------------------------------
Name and Other Securities
Principal Annual Restricted Underlying LTIP All Other
Position Year Salary Bonus Compensation(1) Stock(2) Options Payouts Compensation
-------- ---- ------ ----- ---------------- -------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harry P. Doherty 1999 $562,015 $389,813 -- $ -- -- -- $148,224
Chairman and Chief 1998 519,426 -- -- 4,050,000 325,000 -- 120,331
Executive Officer 1997 504,015 -- -- -- -- -- 50,625
James R. Coyle 1999 402,972 222,750 -- -- -- -- 114,359
President and Chief 1998 373,923 -- -- 2,794,500 225,000 -- 101,806
Operating Officer 1997 348,513 -- -- -- -- -- 37,236
John P. Brady 1999 164,693 60,660 -- -- -- -- 65,418
Executive Vice 1998 161,554 -- -- 1,458,000 103,000 -- 73,257
President 1997 163,190 -- -- -- -- -- 20,973
Deborah Pagano 1999 143,039 35,006 -- -- -- -- 57,758
Senior Vice 1998 139,676 -- -- 1,273,725 90,000 -- 62,023
President 1997 125,852 -- -- -- -- -- 19,298
Edward J. Klingele 1999 149,846 38,808 -- -- -- -- 54,749
Senior Vice 1998 145,497 -- -- 1,316,250 93,000 -- 58,084
President 1997 129,473 -- -- -- -- -- 16,584
</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, 1999 did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the individual.
(2) Represents the grant of 200,000, 138,000, 72,000, 65,000 and 62,900
shares of restricted Common Stock to Messrs. Doherty, Coyle, Brady and
Klingele and Ms. Pagano, respectively, pursuant to the Recognition
Plan, which were deemed to have had the indicated value at the date of
grant, and which had a fair market value at December 31, 1999 of
$3,600,000, $2,484,000, $1,296,000, $1,170,000 and $1,132,200 for the
<PAGE>
grants to Messrs. Doherty, Coyle, Brady and Klingele and Ms. Pagano,
respectively. The awards vest 20% per year from the date of grant.
Dividends paid on the restricted Common Stock are held in a Recognition
Plan Trust and paid to the recipient when the restricted stock vests.
(3) In 1999, consists of the Savings Bank's contributions to the Savings
Bank's 401(k) plan of $10,000, $10,000, $9,600, $6,941 and $8,582 for
the account of Messrs. Doherty, Coyle, Brady and Klingele and Ms.
Pagano, respectively, $82,406 and $48,541 allocated to Messrs. Doherty
and Coyle, respectively, pursuant to the Savings Bank's Supplemental
Executive Retirement Plan ("SERP"), and $55,818, $55,818, $55,818,
$47,808 and $49,176 allocated on behalf of Messrs. Doherty, Coyle,
Brady, Klingele and Ms. Pagano, respectively, pursuant to the ESOP.
10
<PAGE>
Stock Options
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the year ended December
31, 1999 and options held at December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Shares Number of Unexercised
Acquired on Value Unexercised Options at
Name Exercise Realized Options at Year End Year End(1)
---- -------- -------- -------------------- -----------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <S> <S> <C> <C> <C> <C>
Harry P. Doherty -- -- 65,000 260,000 $ -- $ --
James R. Coyle -- -- 45,000 180,000 -- --
John P. Brady -- -- 20,600 82,400 -- --
Deborah Pagano -- -- 18,000 72,000 -- --
Edward J. Klingele -- -- 18,600 74,400 -- --
</TABLE>
- -------------------------
(1) Based on a per share market price of $18.00 at December 31, 1999.
Employment Agreements
In December 1997, 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 each Senior Executive Officer
for a term of three years, in each case in their current respective positions.
The Senior Executive Officers' compensation and expenses shall be paid by the
Employers in the same proportion as the time and services actually expended by
each 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 Senior Executive Officers' 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.
<PAGE>
The agreements provide for certain benefits in the event of the Senior Executive
Officer's death, disability or retirement. In the event that (i) the Senior
Executive Officer terminates his or her employment because of failure to comply
with any material provision of the employment agreement or the Employers change
the Senior Executive Officer's title or duties or (ii) the 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 Messrs. Doherty and Coyle 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.
11
<PAGE>
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 five 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 (the
"Code"), 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. The Savings Bank froze
the Retirement Plan as of December 31, 1999.
12
<PAGE>
The following table illustrates the annual benefit payable upon normal
retirement at age 65 at various levels of compensation and years of service
under the Retirement Plan and the SERP maintained by the Savings Bank. The
annual retirement benefits shown in the table are single life annuity amounts
with no offset for Social Security benefits, and there are no other offsets to
benefits.
<TABLE>
<CAPTION>
Years of Service (2)
Final Average ------------------ ------------------ ---------------- ----------------- ------------------
Compensation (1) 15 20 25 30 35
<S> <C> <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) For the fiscal year of the Retirement Plan beginning on January 1,
1999, 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. For the fiscal year of the
Retirement Plan beginning on January 1, 1999, the maximum annual
benefit payable under the Retirement Plan cannot exceed $135,000 (as
adjusted for subsequent years pursuant to Code provisions).
(2) 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 determined as of December 31, 1999, the end of the 1999
plan year, for each of the individuals named in the Executive Compensation
Table.
Years of Credited Average Annual
Service Earnings
Harry P. Doherty........... 34 years $505,349
James R. Coyle............. 30 years 366,407
John P. Brady.............. 18 years 162,151
Deborah Pagano............. 21 years 137,848
Edward J. Klingele......... 22 years 143,319
<PAGE>
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 also has adopted 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.
13
<PAGE>
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 primary
residences and certain other loans. Until November 1996, the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 required that all
loans or extensions of credit to executive officers and directors 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
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 Savings 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.
Except as hereinafter indicated, all loans made by the Savings Bank to
its executive officers and directors are made in the ordinary course of
business, are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.
In accordance with applicable regulations, the Savings Bank extends
residential first mortgage loans to its directors and executive officers secured
by their primary residence pursuant to a benefit program that is widely
available to employees of the Savings Bank and does not give preference to any
executive officer or director over other employees of the Savings Bank. Under
the terms of such loans, the interest rate is 1% below that charged on similar
loans to non-employees and certain fees and charges are waived. Set forth in the
following table is certain information relating to such preferential loans to
executive officers and directors which were outstanding at December 31, 1999.
<TABLE>
<CAPTION>
Largest Amount of
Indebtedness between
January 1, 1999 Balance as of Interest
Name Year Loan Made and December 31, 1999 December 31, 1999 Rate
---- -------------- --------------------- ----------------- ----
<S> <C> <C> <C> <C>
Harry P. Doherty 1999 $440,000 $419,391 5.375%
John P. Brady 1998 64,940 58,091 5.250
Frank J. Besignano 1999 380,000 327,536 6.125
Donald C. Fleming 1998 199,551 195,726 5.875
Edward J. Klingele 1998 171,000 166,626 5.625
Deborah Pagano 1998 127,169 120,764 5.500
</TABLE>
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 Compensation Committee also
reviews and approves the salaries and bonuses for the Savings Bank's other
officers and employees as prepared and submitted to the Compensation Committee
by the Savings Bank's Senior Executive Officers. During 1999, the members of the
<PAGE>
committee were Messrs. Horn (Chairman), Kelleher and Morris. 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, 1999 is set forth below.
Report of the Compensation Committee
14
<PAGE>
The purpose of the Compensation Committee is to determine and oversee
the compensation practices of the Company and the Savings Bank. In 1998, the
Committee retained the services of William M. Mercer, Inc. to review these
compensation practices and to assist in the development of an annual incentive
program. The purpose of the annual incentive program is to reinforce a formal
and objective pay-for-performance framework that ties the achievement of annual
strategic and operating goals with incentive compensation and to provide
competitive total cash compensation opportunities with upside (and downside)
potential.
The objectives of the Company's compensation program are to attract,
develop and retain strong executive officers that are capable of maximizing the
Company's performance. The total compensation program provides competitive
compensation opportunities that are aligned with the financial performance of
the Company. Key compensation elements include base salary, annual incentives,
and long- term incentives. Base salary levels are based on individual
performance and targeted to approximate the competitive median salaries among
the Company's relative peer group of public savings banks located in the New
York metropolitan area. Annual incentives are targeted to deliver competitive
cash compensation opportunities when performance is at expectation. The size of
the actual awards vary within a range based on the Company's financial and
operating performance as well as the achievement of certain individual goals
that contribute to the overall success of the Company. Long-term incentive
awards (stock options and restricted stock grants) are targeted to provide
competitive compensation opportunities and to align executive awards with the
creation of shareholder value. It is intended that variable compensation levels
(annual plus long-term incentives) eventually will comprise the majority of
total compensation opportunities for the senior executive team.
Based upon the above factors, the Compensation Committee increased Mr.
Doherty's base salary by approximately $52,500 or 10.0% to $577,500 effective
May 1999. The Compensation Committee provided for an average 7.80% increase for
the six other Senior Executive Officers. All such increases reflect
contributions to the goals and objectives of the Company and the increased cost
of living within the market from which the Company draws its workforce.
The annual incentive program for 1999 provided for target incentives
for the Chief Executive Officer equal to fifty percent (50%) of his base salary,
forty percent (40%) of base salary for the President and Chief Operating Officer
and thirty percent (30%) of base salary for the five other Senior Executive
Officers. The total amount of the individual awards to the Chief Executive
Officer and the President and Chief Operating Officer is based upon the
Company's consolidated financial performance. The other Senior Executive
Officers awards were similarly computed with the Company's consolidated
financial performance comprising forty percent (40%) of the award and individual
performance comprising sixty percent (60%). Individual performance awards are
not paid unless the Company's consolidated financial targets are met.
The measurements utilized for the financial performance portion of such
awards were as follows: (i) thirty percent (30%) of the financial performance
measure was based upon the diluted earnings per share of the Common Stock; (ii)
forty percent (40%) was based upon the return on average shareholders' equity of
the Company; and (iii) thirty percent (30%) was based upon the return on average
assets of the Company. For each of the financial performance measurements, as
well as the individual performance measurements, a series of achievement levels
was established. Each level was assigned a percentage award from zero percent
(0%) up to one hundred percent (100%). The zero percent (0%) award represented
performance below a threshold level of achievement deemed reasonable. If the
range of performance specified for a one hundred percent (100%) award was
<PAGE>
exceeded, the executive could be paid an award of up to one hundred fifty
percent (150%)of the financial performance and individual performance awards.
For fiscal year 1999, the Company's financial performance resulted in
awards of one hundred thirty-five percent (135%) of target amounts for financial
performance. The Senior Executive Officers also received approximately sixty-one
percent (61%) of their individual performance awards.
Following review and approval of the Compensation Committee, all issues
pertaining to executive compensation are submitted to the full Board of
Directors for their approval. No officer of the Company participates in the
review of his or her respective compensation.
15
<PAGE>
William G. Horn, Committee Chairman
Denis P. Kelleher, Director
John R. Morris, Director
Performance Graph
The following graph demonstrates comparison of the cumulative total
returns for the Common Stock, Standard and Poor's 500 Index and the SNL
Securities All Thrift Index for the period commencing on December 22, 1997, the
date the Common Stock began trading on the NYSE, and December 31, 1999.
[GRAPH-GRAPH PLOTTED POINTS LISTED BELOW]
<TABLE>
<CAPTION>
Period Ending
-----------------------------------------------------------------------
Index 12/22/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Staten Island Bancorp, Inc. 100.00 109.84 119.71 105.80 96.51 97.66
S&P 500 100.00 101.81 119.84 130.87 147.07 158.41
SNL Thrift Index 100.00 102.51 105.75 90.16 89.71 73.65
</TABLE>
The above graph represents $100 invested in the Common Stock at
$19.0625 per share, the closing price per share as of December 22, 1997, the
date it commenced trading on the NYSE. The cumulative total returns include the
payment of dividends by the Company.
16
<PAGE>
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, 2000, 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, 2000.
STOCKHOLDER PROPOSALS
The Company has been notified that Jewelcor Management, Inc., 100 North
Wilkes-Barre Boulevard, Wilkes-Barrie, Pennsylvania 18702, which is the record
owner of 150 shares of Common Stock and the beneficial owner of 134,850 shares
of Common Stock, intends to present the following stockholder proposal No. 1 for
consideration at the Annual Meeting. The Company also has been notified that
Allison Holtzman Garcia, 2358 Northwest 23rd Road, Boca Raton, Florida 33434,
who is the beneficial owner of 4,000 shares of Common Stock, intends to present
the following stockholder proposal No. 2 for consideration at the Annual
Meeting. Mrs. Holtzman Garcia is the daughter of the Chairman, Chief Executive
Officer and controlling shareholder of Jewelcor Management, Inc. For the reasons
stated under "Response by Your Board of Directors," the Board of Directors
believes that approval of the stockholder proposals is not in the best interests
of the Company or its shareholders and recommends a vote "AGAINST" both
stockholder proposals.
Stockholder Proposal No. 1
RESOLVED, it is recommended that the Board of Directors of Staten
Island Bancorp, Inc. (the "Company") take the necessary steps to achieve a sale
or merger of the Company on terms that will maximize shareholder value.
Stockholder's Supporting Statement
As set forth below, if the Company achieved the average acquisition
multiples obtained in 1999 by thrifts in two of the Company's peer groups, the
Company could potentially obtain an acquisition price between $28.72 and $32.25
per share.
Jewelcor Management, Inc. ("JMI") compared the Company's book value and
earnings per share ("EPS") with the acquisition ratios for two of the Company's
peer groups: "Regional Peer Group" and "Asset-Size Peer Group." Based upon
summary statistics for mergers announced in 1999, JMI derived the Median Average
Announced Price/Book Ratio ("Price/Book") and the Median Average Announced
Price/Last Twelve Months EPS Ratio ("Price/EPS") for both groups. JMI then
derived an average of both peer groups' respective Price/Book ("Average
<PAGE>
Price/Book") and Price/EPS ("Average Price/EPS") and multiplied the applicable
peer group average ratios times the Company's book value and last twelve months
diluted EPS ("Company EPS").
Company Stock Price (11/16/99) $20.00
Company Book Value (9/30/99) $15.02
Company Price/Book 133.16%
17
<PAGE>
Average Price/Book 191.24%
POTENTIAL ACQUISITION PRICE $28.72
Company EPS (9/30/99) $1.30
Company's Price/EPS 15.38X
Average Price/EPS 24.81X
POTENTIAL ACQUISITION PRICE $32.25
The "Regional Peer Group" consists of the following thrifts for which
acquisitions were announced from January through August of 1999 and for which
multiples were available: Skaneateles Bancorp, Adirondack Financial Services
Bancorp, SHS Bancorp, SFS Bancorp, Little Falls Bancorp, Statewide Financial
Corp, Albion Banc Corp, JSB Financial, Reliance Bancorp, Chatham Savings, FSB.
The "Asset-Size Peer Group" consists of the following thrifts with
total assets between $1 billion and $10 billion for which acquisitions were
announced from April through August of 1999 and for which multiples were
available: First Liberty Financial Corp, St. Paul Bancorp, JSB Financial,
Reliance Bancorp.
Based upon information provided by SNL Securities L.C., the following
table shows Price/Book and Price/EPS multiples for both of the peer groups:
Price/Book Multiples
-----------------------------------------------------
Low High Median Average
--- ---- --------------
Regional 114.65% 225.01% 168.12%
Asset-Size 153.86 366.90 214.36
-----------------------------------------------------
Price/EPS Multiples
-----------------------------------------------------
Low High Median Average
--- ---- --------------
Regional 13.72x 47.77x 27.29x
Asset-Size 13.84 38.15 22.32
Although the Company may or may not achieve any of the individual acquisition
multiples achieved within the peer groups, JMI believes that the most reliable
<PAGE>
way to apply these acquisition multiples to the Company is to use an average of
such multiples. In JMI's opinion, the use of average multiples between the peer
groups lessens any potential skewing effect that may result from any individual
multiple. None of the thrifts that comprise the peer groups are identical to
the Company. The "Potential Acquisition Price" is based entirely on the
mathematical application of the average multiples discussed above and does not
necessarily represent the price an acquiror would be willing to pay in a
transaction.
18
<PAGE>
Response of Your Board of Directors
to Stockholder Proposal No. 1
Your Board of Directors unanimously recommends that you VOTE AGAINST
the above stockholder proposal No. 1 for the reasons set forth below.
Your Board is Committed to Enhancing Shareholder Value
The Board of Directors is committed to enhancing shareholder value and
acting in accordance with its fiduciary duties to ALL shareholders. We simply
disagree with the proponent on the best way to achieve this objective. Based
upon our experience and track record, we urge you to support us in our ongoing
efforts to enhance shareholder value.
In connection with our recommendation that you vote against the
stockholder proposal, we urge you to consider the following accomplishments:
o We were recently ranked as having the 8th highest return on average
assets of the top 100 publicly traded thrifts.
o Our net income has substantially increased in each of the last
three years.
o Our assets and deposits have substantially increased in each of the
last three years.
We believe that we are continuing to increase the franchise value of
the Company. Your Board believes that shareholders have been well served by the
Board's leadership and guidance, and the Board believes that it is in a much
better position than the proponent to determine what is in the best interests of
ALL shareholders.
Your Board will carefully consider any appropriate action that would
serve the best interests of the shareholders. In light of our increasing
profitability and future prospects, we believe that a forced sale in today's
environment is not in the best interests of ALL shareholders. The stock prices
of many prospective acquirors are significantly down over the past year, and
acquisition premiums have also declined. We believe that the two potential
acquisition prices shown by the proponent are unreliable. Even the proponent
indicated that its analysis was based entirely on mathematical calculations
without taking into account (1) the differences between the Company and the
other companies selected, (2) the value of our assets and liabilities, and (3)
industry performance, business and economic conditions.
We Earned the 8th Highest Return on Average Assets in 1998
We earned the 8th highest return on average assets of the top 100
publicly traded thrifts in 1998, according to a survey published by SNL
Securities in July 1999. On all of the factors considered by SNL Securities, we
were the 22nd highest thrift of the top 100 publicly traded thrifts throughout
the country for the three years ended 1998. The other factors considered
included return on average equity, earnings per share growth, efficiency ratio,
nonperforming assets to total assets, and net charge-offs to average loans. Our
return on average equity increased from 6.39% in 1998 to 8.44% in 1999, and our
cash earnings substantially increased from $1.22 per share in 1998 to $1.59 per
share in 1999.
<PAGE>
Our Net Income Has Substantially Increased
Our profitability has substantially increased over the last three years
as shown in the following table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Net Interest Non-Interest
Year Income Income Net Income
--------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
1997 $86,755 $7,454 $14,549
1998 121,072 10,380 44,262
1999 138,409 30,853 52,875
</TABLE>
Your Board of Directors believes that the Company's financial
performance has been and continues to be strong.
19
<PAGE>
Our Assets and Deposits Continue to Grow
Our total assets increased by $712.4 million or 18.9% in 1999 and by
$1.1 billion or 42.5% in 1998 over the respective prior years. In addition, our
total deposits increased by $91.2 million or 5.3% in 1999 and by $105.4 million
or 6.5% in 1998 over the respective prior years. Your Board of Directors
believes that prudent, sustainable growth is in the best interests of the
shareholders.
Our Directors and Officers Have a Significant Ownership Interest
Your Board of Directors believes that it is important for the directors
and executive officers to own a significant number of shares of Common Stock so
that their interests are aligned with all shareholders. The 15 current directors
and executive officers as a group are deemed to beneficially own an aggregate of
441,633 shares of Common Stock, excluding restricted stock awards and stock
options. These shares had an aggregate market value of $7.9 million at December
31, 1999, which represents a significant investment by our directors and
executive officers.
Adoption of the Proposal Would be Detrimental to the Board's Efforts
Your Board believes that adoption of this stockholder proposal would
create an uncertain public atmosphere which, in its judgment, would disadvantage
any efforts to merge or sell the Company. Adoption of the proposal could result
in the Board having diminished bargaining power and being pressured into
accepting a price for the Common Stock that does not reflect the true long-term
value of the Company. In addition, the uncertain atmosphere that could be
created by adoption of this proposal could result in us losing valuable customer
relationships and employees, which could impair the value of our franchise.
For the reasons set forth above, the Board of Directors believes that
stockholder proposal No. 1 is not in the best interests of the Company and its
shareholders. Accordingly, the Board of Directors unanimously recommends that
you VOTE AGAINST stockholder proposal No. 1.
Stockholder Proposal No. 2
Resolved, it is recommended that the Board of Directors of Staten
Island Bancorp, Inc. (the "Company") take the steps necessary to implement the
following actions to remove the "anti-takeover" defenses from the Company's
Certificate of Incorporation and Bylaws, unless precluded by state or federal
law:
1. Repeal the following Articles of the Company's Certificate of
Incorporation:
a. Repeal Article 7 (A) which segregates the Board of
Directors into three separate classes with staggered
terms of office and prohibits cumulative voting for the
election of directors. (This proposed action is
intended only to affect elections of directors that
occur after Article 7 (A) is repealed).
<PAGE>
b. Repeal Article 8 which prohibits shareholder action by
written consent and prohibits the shareholders' from
calling a special meeting.
c. Repeal Article 11 which requires the affirmative vote
of at least 80% of shares entitled to vote in an
election of directors ("Voting Shares") to approve a
business combination not recommended by two-thirds of
the Board of Directors.
d. Repeal Article 12 which prohibits the acquisition of
10% of the Company's equity securities except in
certain circumstances, including where approved by the
Board of Directors.
20
<PAGE>
e. Repeal Article 13 which prohibits changes by the
shareholders to the Company's Certificate of
Incorporation without the affirmative vote of the
holders of 80% of Voting Shares and which also
requires the affirmative vote of at least 80% of
Voting Shares to change Sections 2.4, 2.14, 4.1, 4.2,
4.3, 4.4, and 4.15 and Article VI of the Company's
By-laws.
2. Repeal the following Sections of the Company's By-laws:
a. Repeal Section 2.4 which prohibits shareholders from
calling a special meeting.
b. Repeal Section 11.1 which prohibits changes to the
Company's By-laws other than as set forth in the
Company's Certificate of Incorporation.
3. Amend Section 4.2 of the Company's By-laws to remove all
language regarding the segregation of the Board of Directors
into three separate classes.
Stockholder's Supporting Statement
The Certificate of Incorporation and By-laws of the Company presently
contain "anti-takeover" provisions which restrict the ability of the
stockholders to effectuate a proposed takeover of the Company that has not been
approved by the Board of Directors. The existence of these provisions may
present an insurmountable obstacle for a suitor of the Company who is not
approved by the Board of Directors but who seeks to acquire the Company at a
stock price above current market prices.
These provisions may discourage potential suitors from even pursuing a
takeover of the Company. Moreover, these provisions restrict the stockholders'
ability to alter the composition of the Board.
I am submitting the above proposal since it is my belief that we
stockholders should be given every opportunity to maximize our investment in the
Company.
It should be noted that the Board of Directors is not able to amend the
Company's Certificate of Incorporation by itself. Any amendments to the
Certificate of Incorporation approved by the Board of Directors must
subsequently be approved by the stockholders in order to be implemented.
<PAGE>
Response of Your Board of Directors
to Stockholder Proposal No. 2
Your Board of Directors unanimously recommends that you VOTE AGAINST
the above stockholder proposal No. 2 for the reasons set forth below.
Your Board is Committed to Enhancing Shareholder Value
As we indicated in our response to the first stockholder proposal, your
Board of Directors is committed to enhancing shareholder value and acting in
accordance with its fiduciary duties to ALL shareholders. Your Board will
carefully consider any appropriate action that would serve the best interests of
the shareholders.
21
<PAGE>
While your Board of Directors is not aware of any effort that might be
made to obtain control of the Company, the Board of Directors believes that it
is appropriate to include certain provisions as part of the Certificate of
Incorporation and Bylaws to protect the interests of the Company and its
shareholders from hostile takeovers that the Board of Directors might conclude
are not in the best interests of the Company's shareholders. It should be noted
that at the time of our initial public stock offering, our prospectus fully
disclosed the provisions of the Certificate of Incorporation and Bylaws that
might be deemed to have an anti-takeover effect. This disclosure was made prior
to any purchase of stock by any shareholder, past or current, of the Company,
and we have not amended our Certificate of Incorporation or Bylaws to add any
additional anti-takeover provisions since such time.
Your Board Believes That It Is in the Best Position to Negotiate on Behalf of
All Shareholders
The Board of Directors believes that the provisions which Mrs. Holtzman
Garcia proposes to eliminate are in fact in the best interests of the Company
and its shareholders. In the opinion of the Board of Directors, the Board is in
the best position to determine the true value of the Company and to negotiate
more effectively on behalf of all shareholders. Accordingly, the Board believes
that it is in the best interests of the shareholders to encourage potential
acquirors to negotiate directly with the Board of Directors and that these
provisions encourage such negotiations while discouraging hostile takeover
attempts which may not be in the best interests of all the shareholders. It is
also the view of the Board of Directors that these provisions in the Certificate
of Incorporation and Bylaws should not discourage persons from proposing a
merger or other transaction at prices reflective of the true value of the
Company and which is in the best interests of all of the shareholders.
Attempts to take control of financial institutions have become more
common. Takeover attempts which have not been negotiated with and approved by
the Board of Directors present shareholders with the risk of a takeover on terms
which may be less favorable than might otherwise be available. A transaction
which is negotiated and approved by the Board of Directors, on the other hand,
can be carefully planned and undertaken at an opportune time in order to obtain
maximum value for the Company and its shareholders.
Repeal of the Provisions Could Be Detrimental to Shareholders
The proposed repeal of Article 7(A) of our Certificate of Incorporation
could result in a shareholder group acquiring control of your Company through a
proxy contest, without paying any control premium to any of the other
shareholders. The repeal of Article 8 would allow the proxy contest to occur
without having an annual meeting of shareholders. Your Board of Directors
believes that anyone seeking control of the Company should have to pay a premium
to ALL shareholders, and that the proposed repeal of these provisions is not in
your best interests.
<PAGE>
In addition, an unsolicited takeover proposal can seriously disrupt the
business and management of a corporation and cause it great expense. Although a
tender offer or other takeover attempt may be made at a price above current
market prices, such offers are sometimes made for less than all of the
outstanding shares of a target company. As a result, shareholders may be
presented with the alternative of partially liquidating their investment at a
time that may be disadvantageous, or retaining their investment in an enterprise
which is under different management and whose objective may not be similar to
those of the remaining shareholders. Accordingly, the Board of Directors
believes that these provisions in the Certificate of Incorporation and Bylaws
provide benefits to all of the shareholders of the Company and should not be
removed.
The Board of Directors has a fiduciary responsibility to act in the
best interests of ALL shareholders and accordingly has a legal duty to oppose
unfair takeover offers. Anti-takeover measures are intended to (a) provide the
Board with adequate time and flexibility to negotiate on behalf of the
shareholders and (b) enhance the Board's ability to negotiate with a potential
acquiror, develop alternatives which may better maximize shareholder values,
preserve the long-term value of the Company for the shareholders, and ensure
that all shareholders are treated fairly and equally. The purpose of
anti-takeover defenses in general is to protect shareholders against abusive
takeover practices.
22
<PAGE>
Your Board Believes That the Proposal Is Vague
Your Board of Directors believes that this proposal is so inherently
vague and indefinite as to be subject to varying interpretations by Mrs.
Holtzman Garcia, the Company and other shareholders. In this regard, Mrs.
Holtzman Garcia and her counsel failed to take into account or discuss the
effect of applicable Delaware and federal laws, even after we had requested them
to do so. Your Board believes that the proposal is vague and indefinite because
the repeal of the various provisions referenced in the proposal will not result
in the removal of the "anti-takeover" defenses.
For example, the repeal of Article 7(A) of our Certificate of
Incorporation will not result in cumulative voting being available in the
election of directors. Under Section 214 of the Delaware General Corporation
Law, cumulative voting is not available unless it is expressly provided for in
the Certificate. In addition, the repeal of Article 8 of our Certificate of
Incorporation will not result in shareholders being able to call special
meetings under Section 211(d) of the Delaware General Corporation Law. With
respect to the proposed repeal of Article 12 of our Certificate of
Incorporation, the proponent failed to indicate that federal banking laws
prohibit anyone from acquiring more than 10% of our Common Stock without first
obtaining the requisite regulatory approval.
For the reasons set forth above, the Board of Directors believes that
stockholder proposal No. 2 is not in the best interests of the Company and its
shareholders. Accordingly, the Board of Directors unanimously recommends that
you VOTE AGAINST stockholder proposal No. 2.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
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 2001, 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 November 30, 2000.
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.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1999 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 1999 required to be filed under the Exchange Act. Such written
<PAGE>
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
23
<PAGE>
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.
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 Common Stock. The Company has
retained Georgeson Shareholder Communications, Inc. to assist with the
solicitation of proxies for a fee not to exceed $4,000, plus reimbursement for
out-of-pocket expenses. In addition to solicitations by mail, directors,
officers and employees of the Company or the Savings Bank may solicit proxies
personally or by telephone without additional compensation.
By Order of the Board of Directors
/S/ Patricia J. Villani
-----------------------
Patricia J. Villani
Corporate Secretary
March 30, 2000
<PAGE>
REVOCABLE PROXY
STATEN ISLAND BANCORP, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STATEN ISLAND
BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL
27, 2000 AND AT ANY ADJOURNMENT THEREOF. The undersigned hereby appoints the
Board of Directors of Staten Island Bancorp, Inc. (the "Company") as proxies,
each with power to appoint his substitute, and hereby authorizes them to
represent and vote, as designated below, all the shares of Common Stock of the
Company held of record by the undersigned on March 17, 2000 at the Annual
Meeting of Stockholders to be held at the Excelsior Grand, located at 2380 Hylan
Boulevard, Staten Island, New York on Thursday, April 27, 2000, at 10:00 a.m.,
Eastern Time, and any adjournment thereof. Please be sure to sign and date this
Proxy in the box below.
1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2003:
Harry P. Doherty, William G. Horn and William E. O'Mara
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below. The Board
of Directors recommends that you vote FOR the election of the nominees listed
above.
- --------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of Arthur Anderson L.L.P. as the Company's
independent auditors for the year ending December 31, 2000.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Anderson L.L.P. as independent auditors of the Company.
3. STOCKHOLDER'S PROPOSAL that the Board of Directors take the necessary steps
to achieve a sale or merger of the Company. The Board of Directors recommends
that you vote AGAINST the stockholder's proposal.
For Against Abstain
[ ] [ ] [ ]
4. STOCKHOLDER'S PROPOSAL to remove anti-takeover defenses from the Company's
Certificate of Incorporation and Bylaws.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote AGAINST the stockholder's
proposal.
<PAGE>
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. Detach above card, sign, date
and mail in postage paid envelope provided.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
STATEN ISLAND BANCORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY'S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTOR'S NOMINEES FOR DIRECTOR,
FOR THE PROPOSAL TO RATIFY THE AUDITORS, AGAINST EACH STOCKHOLDER PROPOSAL 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.
Please sign this proxy exactly as your name(s) appear(s) on this proxy. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE>
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2000
To: Participants in the Staten Island Savings Bank 401(k) Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on April 27, 2000. We hope
you will take advantage of the opportunity to direct the manner in which shares
of Common Stock of the Company allocated to your account under the Staten Island
Savings Bank 401(k) Plan (the "Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, an Annual Report to Stockholders and a return
envelope. After you have reviewed the Proxy Statement, we urge you to vote your
shares held pursuant to the Plan by marking, dating, signing and returning the
enclosed voting instruction ballot to the inspector of elections, Registrar &
Transfer Company, in the accompanying envelope.
We urge each of you to vote as a means of participating in the governance of the
affairs of the Company. Shares held in the Plan will be voted in proportion to
all affirmative and negative votes cast by Plan participants. While I hope that
you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note that the enclosed material relates only to those shares which have
been allocated to your account under the Plan. You have or will receive other
voting material for those shares owned by you individually and not under the
Plan.
Sincerely,
/s/Harry P. Doherty
- -------------------
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
<PAGE>
REVOCABLE VOTING INSTRUCTION CARD
STATEN ISLAND BANCORP, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Stockholders
The undersigned hereby instructs the Trustee of the trust created pursuant to
the Staten Island Savings Bank 401(k) Plan (the "Plan") to vote the shares of
Common Stock of Staten Island Bancorp, Inc. (the "Company") which were allocated
to my account as of March 17, 2000 under the Plan upon the following proposals
to be presented at the Annual Meeting of Stockholders of the Company on April
27, 2000, at 10:00 am, Eastern Time, and any adjournment thereof.
4
0
1
K
1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2003:
Harry P. Doherty, William G. Horn and William E. O'Mara
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below. The Board
of Directors recommends that you vote FOR the election of the nominees listed
above.
- --------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the Company's
independent auditors for the year ending December 31, 2000.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Andersen L.L.P. as independent auditors of the Company.
3. STOCKHOLDER'S PROPOSAL that the Board of Directors take the necessary steps
to achieve a sale or merger of the Company. The Board of Directors recommends
that you vote AGAINST the stockholder's proposal. 4. STOCKHOLDER'S PROPOSAL to
remove anti-takeover defenses from the Company's Certificate of Incorporation
and Bylaws.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote AGAINST the stockholder's
proposal.
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
STATEN ISLAND BANCORP, INC.
If you do not return this card properly completed, your shares will be voted in
the same proportion as the shares in the Plan which are voted.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR VOTING INSTRUCTION CARD TODAY
<PAGE>
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2000
To: Participants in the Staten Island Bancorp, Inc. Employee Stock Ownership
Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on April 27, 2000. We hope
you will take advantage of the opportunity to direct the manner in which shares
of Common Stock of the Company granted to you under the Employee Stock Ownership
Plan ("ESOP") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares granted to you, an Annual Report to Stockholders and a return envelope.
After you have reviewed the Proxy Statement, we urge you to vote your shares
held pursuant to the ESOP by marking, dating, signing and returning the enclosed
voting instruction ballot to the inspector of elections, Registrar & Transfer
Company, in the accompanying envelope.
We urge each of you to vote as a means of participating in the governance of the
affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted in the same
proportion as the allocated shares under the ESOP have been voted. While I hope
that you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note that the enclosed material relates only to those shares which have
been allocated to your account under the ESOP. You will receive other voting
material for those shares owned by you individually and not under the ESOP.
Sincerely,
/s/Harry P. Doherty
- -------------------
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
<PAGE>
REVOCABLE VOTING INSTRUCTION CARD
STATEN ISLAND BANCORP, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Stockholders
The undersigned hereby instructs the Trustee of the trust created pursuant to
the Employee Stock Ownership Plan ("ESOP") of Staten Island Bancorp, Inc. (the
"Company") to vote the shares of Common Stock of the Company which were
allocated to my account as of March 17, 2000 under the ESOP upon the following
proposals to be presented at the Annual Meeting of Stockholders of the Company
on April 27, 2000, at 10:00 am, Eastern Time, and any adjournment thereof.
Please be sure to sign and date this Voting Instruction Card in the box below.
1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2003:
Harry P. Doherty, William G. Horn and William E. O'Mara
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below. The Board
of Directors recommends that you vote FOR the election of the nominees listed
above.
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the Company's
independent auditors for the year ending December 31, 2000.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Andersen L.L.P. as independent auditors of the Company.
3. STOCKHOLDER'S PROPOSAL that the Board of Directors take the necessary steps
to achieve a sale or merger of the Company. The Board of Directors recommends
that you vote AGAINST the stockholder's proposal.
For Against Abstain
[ ] [ ] [ ]
4. STOCKHOLDER'S PROPOSAL to remove anti-takeover defenses from the Company's
Certificate of Incorporation and Bylaws.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote AGAINST the stockholder's
proposal.
<PAGE>
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. Detach above card, sign, date
and mail in postage paid envelope provided.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
STATEN ISLAND BANCORP, INC.
If you do not return this card properly completed, shares will be voted by the
Trustee in the same proportion as the allocated shares under the ESOP have
voted.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR VOTING INSTRUCTION CARD TODAY
<PAGE>
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2000
To: Participants in the Staten Island Bancorp, Inc.
1998 Recognition and Retention Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on April 27, 2000. We hope
you will take advantage of the opportunity to direct the manner in which shares
of Common Stock of the Company granted to you under the 1998 Recognition and
Retention Plan (the "Recognition Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares granted to you, an Annual Report to Stockholders and a return envelope.
After you have reviewed the Proxy Statement, we urge you to vote your shares
held pursuant to the Recognition Plan by marking, dating, signing and returning
the enclosed voting instruction ballot to the Human Resources Department in the
accompanying envelope.
We urge each of you to vote as a means of participating in the governance of the
affairs of the Company. If your voting instructions for the Recognition Plan are
not received, the shares awarded to you pursuant to the plan will be voted by
the Trustees of the Recognition Plan as directed by the Plan Administrators in
their discretion. While I hope that you will vote in the manner recommended by
the Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have
been granted to you under the Recognition Plan. You will receive other voting
material for those shares owned by you individually and not under the
Recognition Plan.
Sincerely,
/s/Harry P. Doherty
- -------------------
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
<PAGE>
REVOCABLE VOTING INSTRUCTION CARD
STATEN ISLAND BANCORP, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Stockholders
The undersigned hereby instructs the Trustees of the trust created pursuant to
the 1998 Recognition and Retention Plan ("Recognition Plan") of Staten Island
Bancorp, Inc. (the "Company") to vote the shares of Common Stock of the Company
which were granted to me as of March 17, 2000 under the Recognition Plan upon
the following proposals to be presented at the Annual Meeting of Stockholders of
the Company on April 27, 2000, at 10:00 am. Eastern Time, and any adjournment
thereof.
R
R
P
1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2003:
Harry P. Doherty, William G. Horn and William E. O'Mara
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below. The Board
of Directors recommends that you vote FOR the election of the nominees listed
above.
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the Company's
independent auditors for the year ending December 31, 2000.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Andersen L.L.P. as independent auditors of the Company.
3. STOCKHOLDER'S PROPOSAL that the Board of Directors take the necessary steps
to achieve a sale or merger of the Company. The Board of Directors recommends
that you vote AGAINST the stockholder's proposal.
For Against Abstain
[ ] [ ] [ ]
4. STOCKHOLDER'S PROPOSAL to remove anti-takeover defenses from the Company's
Certificate of Incorporation and Bylaws.
For Against Abstain
[ ] [ ] [ ]
The Board of Directors recommends that you vote AGAINST the stockholder's
proposal.
<PAGE>
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. Detach above card, sign, date
and mail in postage paid envelope provided.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
STATEN ISLAND BANCORP, INC.
If you do not return this card properly completed, shares will be voted by the
Trustees of the Recognition Plan as directed by the plan administrators in their
discretion.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR VOTING INSTRUCTION CARD TODAY
