<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange act of 1934 (Amendment No. ______________________)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ALLIANCE BANCORP OF NEW ENGLAND, 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)(a) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of this filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ALLIANCE BANCORP OF NEW ENGLAND, INC.
348 Hartford Turnpike, Vernon, CT 06066
(860) 875-2500
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 12, 2000
---------------------------
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of Alliance Bancorp of New England, Inc. ("the Company" or
"Alliance"), the holding company for Tolland Bank (the "Bank") will be held on
Wednesday, April 12, 2000, at 10:00 a.m., at The Colony, 53 Hartford Turnpike
(Route 83 ), Vernon, Connecticut 06066 for the following purposes:
1. To elect four (4) directors of the Company for three-year terms.
2. To approve an adjournment of the Annual Meeting, if necessary, to permit
solicitation of proxies in the event that there are not sufficient votes
at the time of the Annual Meeting to establish a quorum.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Pursuant to the Company's bylaws, the Board of Directors of the Company has
fixed the close of business on February 18, 2000, as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. Only holders of common stock of record at the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY REVOKE YOUR PROXY
AND VOTE IN PERSON IF YOU DO ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Cynthia S. Harris
----------------------------------
Cynthia S. Harris
March 15, 2000 Secretary
<PAGE>
ALLIANCE BANCORP OF NEW ENGLAND, INC.
348 HARTFORD TURNPIKE
VERNON, CT 06066
(860) 875-2500
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Alliance Bancorp of New England, Inc. ("the
Company" or "Alliance") the holding company for Tolland Bank ("the Bank") to be
used at the Annual Meeting of Shareholders of the Company (the "Annual Meeting")
which will be held at The Colony, 53 Hartford Turnpike (Route 83 ), Vernon,
Connecticut on Wednesday, April 12, 2000 at 10:00 a.m. and at any adjournment
thereof. This Proxy Statement is expected to be first mailed to shareholders on
or about March 15, 2000.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Annual Meeting has been called for the following purposes: (1) to elect
four (4) directors of the Company for three-year terms; (2) to approve an
adjournment of the Annual Meeting, if necessary, to permit further solicitation
of proxies in the event there are not sufficient votes at the time of the Annual
Meeting to establish a quorum; and (3) to transact such other business as may
properly come before the Annual Meeting or any adjournments thereof.
SOLICITATION OF PROXIES
All costs of the solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors, officers and other employees of the
Company or the Bank may solicit proxies personally, by telephone or other means
without additional compensation. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of the common stock.
REVOCATION OF PROXIES
Shareholders who execute proxies retain the right to revoke them. A
shareholder giving a proxy may revoke it at any time prior to its exercise by
(i) filing with the Secretary of the Company written notice of revocation, (ii)
submitting a duly-executed proxy bearing a later date, or (iii) appearing at the
Annual Meeting and voting in person. Unless so revoked, the shares represented
by the proxies will be voted according to the shareholder's instructions on the
proxy or, if no instructions are given, in favor of the Proposals described in
this Proxy Statement. In addition, shares represented by proxies will be voted
as directed by the Board of Directors with respect to any other matters that may
properly come before the Annual Meeting or any adjournment. Proxies solicited by
this Proxy Statement may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
1
<PAGE>
VOTING SECURITIES
Only shareholders of record as of the close of business on February 18, 2000,
are entitled to vote at the Annual Meeting. As of that date, the Company had
2,309,283 shares of common stock issued and outstanding. The Company had no
other class of securities outstanding at this time. Each share of common stock,
par value $0.01 per share, (the "Common Stock") is entitled to one vote except
as described below. All votes, whether voted in person or by proxy, will be
tabulated by the Company's Inspector of Elections, Registrar and Transfer
Company. Abstentions are counted for purposes of establishing a quorum. Broker
non-votes are not counted for the purposes of establishing a quorum. Pursuant to
the Company's Certificate of Incorporation, shareholders are not entitled to
cumulate their votes for the election of directors.
As provided in the Company's Certificate of Incorporation, holders of Common
Stock who beneficially own in excess of 10% of the outstanding shares of Common
Stock (the "Limit") are not entitled to vote with respect to shares held in
excess of the Limit. A person or entity is deemed to beneficially own shares
owned by an affiliate of, as well as by persons acting in concert with, such
person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors to (i) make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) demand that any person who is reasonably believed to
beneficially own Common Stock in excess of the Limit supply information to the
Company to enable the Board of Directors to implement and apply the Limit. The
presence, in person or by proxy, of the holders of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting (after subtracting any shares in excess of the Limit) is
necessary to constitute a quorum.
VOTING PROCEDURES
All proposals described in the Proxy Statement require the affirmative vote
of a majority of the shares present or represented by proxy, except that
directors can be elected by a plurality of shareholders. An abstention with
respect to a Proposal by a shareholder present or represented at the Annual
Meeting will have the same effect as a vote against that Proposal. Broker
non-votes, however, are not counted as presented and entitled to vote on the
proposals, and have no effect on such vote.
Executed but unmarked proxies will be voted FOR all proposals.
Except for procedural matters incident to the conduct of the Annual Meeting,
the Company does not know of any matters other than those described in the
Notice of Annual Meeting that are to come before the Annual Meeting. If any
other matters properly come before the Annual Meeting, the persons named as
proxies will vote upon such matters as determined by a majority of the Board of
Directors.
Enclosed with this Proxy Statement is the Company's Annual Report to
Shareholders for its fiscal year ended December 31, 1999 (the "Annual Report").
PRINCIPAL HOLDERS OF COMMON STOCK
The table on the following page sets forth information as of February 11,
2000, with respect to ownership of Common Stock by any person (including any
"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934) who is known to the Company to be the beneficial owner of more than 5%
of the Common Stock and with respect to ownership of Common Stock by all
directors and officers of the Company as a group.
2
<PAGE>
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned(1) of Class
------------------- --------------------- --------
Towle & Company 130,232 5.64%
12855 Flushing Meadow Drive
St. Louis, MO 63131
All directors and senior officers 433,853(2) 18.79%
as a group (15 persons)
(1) Based on information provided by the respective beneficial owners and on
filings with the Securities Exchange Commission made pursuant to the
Securities Exchange Act of 1934.
(2) Includes currently exercisable options granted to directors and certain
principal officers to purchase an aggregate of 274,383 shares. The figures
are based on beneficial ownership information provided by the directors and
officers.
PROPOSAL I - ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the number of
directors shall be as stated in the Company's Bylaws but shall not be fewer than
five nor more than 15. The Certificate of Incorporation further provides that
the number of directors shall only be increased or decreased by the Board of
Directors. Currently, the Board of Directors has set the number of directors at
11, divided into three classes. The members of each class are elected for a term
of three years. One class is elected annually.
Four directors will be elected at the Annual Meeting to serve for three-year
terms and until their successors are elected and qualified. The Board of
Directors acts as a nominating committee for the Company pursuant to the Bylaws
of the Company and has nominated the following four current Board members for
re-election as directors: Reginald U. Martin, Patricia A. Noblet, Mark L.
Summers, Joseph P. Capossela. There are no arrangements known to Management
between the persons named and any other person pursuant to which such nominees
were selected.
The Board of Directors will not consider nominees recommended by
shareholders. Shareholder nominations must be made directly by the shareholder
in accordance with the requirements and procedures provided in the Bylaws. Those
procedures require shareholders to make nominations in writing and deliver them
to the Secretary of the Company not less than 90 days prior to the date of the
Annual Meeting, and not more than seven days following the date of notice of the
meeting in the case of a special meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE NOMINEES
FOR DIRECTOR UNDER PROPOSAL I.
The persons named on the enclosed proxy intend to vote for the election of
the named nominees, unless the proxy is marked by the shareholder to the
contrary. If any nominee is unable to serve, all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend, or the
Board of Directors may amend the Bylaws to reduce the size of the Board to
eliminate the resulting vacancy. The Board knows of no reason why any nominee
might be unavailable to serve. The table on the following pages sets forth
certain information with respect to each nominee and each director continuing in
office. The figures are based on beneficial ownership information provided by
the directors by questionnaire.
3
<PAGE>
NOMINEES (TERM TO EXPIRE IN 2003)
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned(1)
Director -------------------------
Age Since(12) Amount Percent
--- --------- ------ -------
<S> <C> <C> <C> <C>
Photo Reginald U. Martin 57 1999 5,000 * (13)
Reginald U. Mr. Martin is the managing partner of Insurance
Martin Planning Associates, an employee benefits
sales and consulting practice in Tolland.
Photo Patricia A. Noblet, C.R.S. 55 1999 5,000 * (13)
Patricia A. Ms. Noblet is a Certified Residential Specialist
Noblet with Sentry Real Estate Services in Vernon.
Photo Mark L. Summers 41 1999 5,800 * (13)
Mark L. Mr. Summers is Vice President and co-founder
Summers of CNC Software Incorporated in Tolland.
Photo Joseph P. Capossela** 55 1999 100 *
Joseph P Mr. Capossela is the managing partner
Capossel in the Vernon law firm of Kahan, Kerensky
& Capossela, LLP.
</TABLE>
<PAGE>
CONTINUING DIRECTORS (TERM TO EXPIRE IN 2001)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Photo Robert C. Boardman 67 1980 17,995 * (3)(8)
Robert C. Mr. Boardman is President of the Capital Area
Boardman Health Consortium. Prior to this he served as
Executive Director of Rockville General Hospital
from 1974 through 1987.
Photo William E. Dowty, Jr. 74 1977 29,389 1.27(4)(6)
William E. Mr. Dowty was Vice President/Data Processing
Dowty, Jr. Functions for Connecticut Mutual Companies,
a life insurance company, where he had been employed since
1950, until his retirement in 1987.
Photo Kenneth R. Peterson 54 1982 29,006 1.25(3)(10)
Kenneth R. Mr. Peterson, Vice Chairman of the Board,
Peterson is a partner in Gardner and Peterson Associates,
a land surveying and civil engineering firm
where he has practiced since 1968.
</TABLE>
4
<PAGE>
CONTINUING (TERM TO EXPIRE IN 2002)
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned(1)
Director -------------------------
Age Since(12) Amount Percent
--- --------- ------ -------
<S> <C> <C> <C> <C>
Photo Douglas J. Moser 55 1991 25,493 1.10(2)(6)
Douglas J. Mr. Moser is a partner in the architectural
Moser firm of Moser Pilon & Nelson, which he
established in 1980.
Photo D. Anthony Guglielmo 59 1985 62,374 2.69(5)(11)
D. Anthony Mr. Guglielmo, Chairman of the Board, is
Guglielmo currently President and owner of Penny-Hanley and
Howley Co., Inc., an insurance agency where he has
served since 1968. Mr. Guglielmo currently serves as
a Connecticut State Senator.
Photo Joseph H. Rossi 49 1995 113,040 4.71(7)(9)
Joseph H. Mr. Rossi serves as President and Chief Executive
Rossi Officer.
</TABLE>
(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercises sole voting and investment power over the
shares.
(2) Includes currently exercisable options to purchase 14,398 shares.
(3) Includes currently exercisable options to purchase 8,398 shares.
(4) Includes currently exercisable options to purchase 10,399 shares.
(5) Includes currently exercisable options to purchase 6,399 shares.
(6) Shared voting and investment power on all shares held.
(7) Includes currently exercisable options to purchase 91,285 shares.
(8) Includes shared voting and sole investment on 999 shares held by his wife.
(9) Includes shared voting and shared investment power on 21,198 shares held
jointly with wife and 300 shares held jointly with minor children.
(10) Includes 12,999 shares with shared voting and investment power. Mr.
Peterson disclaims ownership to shares held by adult sons.
(11) Includes 26,631 shares held by his wife and 4,347 shares held by his
mother.
(12) Includes service on the Board of Directors of the Bank.
(13) Includes currently exercisable options to purchase 5,000 shares.
* Less Than One Percent
** Appointed by the Board of Directors, in accordance with the Certificate of
Incorporation, to begin service in September 1999 to complete the unexpired
term of a deceased director.
5
<PAGE>
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
<TABLE>
<CAPTION>
Amount of Common Stock
Beneficially Owned (1)
------------------------
Age Amount Percent
--- ------ -------
<S> <C> <C> <C>
Patrick J. Logiudice 53 51,985 2.21(2)
Mr. Logiudice serves as Executive Vice President.
</TABLE>
(1) Except as otherwise noted, all beneficial ownership is direct and each
beneficial owner exercises sole voting and investment power over the
shares.
(2) Includes currently exercisable options to purchase 45,197 shares and 249
shares with shared voting and investment power.
Board Meetings and Committees
The business of the Company's and the Bank's Boards of Directors is conducted
through meetings and activities of the Boards and their committees. The Board of
Directors of the Bank consists of those persons who serve as directors of the
Company. Additionally, members of the Company's committees serve on the
identical committees of the Bank. Each current director attended at least 85% of
the Tolland Bank and Alliance Board and committee meetings during the period he
or she was a director and a committee member. Certain of the standing committees
of the Board are discussed below.
The Personnel Committee handles personnel and compensation issues. The
Committee, which met 3 times in 1999, presently consists of Messrs. Boardman
(Chairman), Dowty, Guglielmo and Martin.
The Audit Committee directs and reviews the activities of the Company's
internal audit function, meets with the Company's independent auditors in
connection with its annual audit, approves the annual expense budget, and
monitors the corporation's insurance risk management program. This Committee,
which met 6 times during 1999, presently consists of Messrs. Martin (Chairman),
Boardman, Guglielmo, Moser and Peterson.
The Tolland Bank Ad Hoc Real Estate Committee assists management with
decisions regarding Bank-owned real estate and office locations. This committee,
which met 4 times during 1999, presently consists of Messrs. Moser (Chairman),
Peterson, Rossi, Summers and Ms. Noblet.
The Investment Committee was formed in October 1999 to establish and review
the investment policy and monitor the investment portfolio. The committee met
once during 1999 and presently consists of Messrs. Rossi (Chairman), Boardman,
Martin and Moser.
Directors' Fees
Directors receive a retainer fee of $4,800 per year and a fee for each
meeting attended. Members of the Board and committees receive $300 per meeting
attended, while the chairman of the Board and each committee chairman receive
$350 and the vice chairman of the Board and each committee vice chairman receive
$325 per committee meeting attended. It is the policy of the Company not to pay
directors' fees to executive officers of the Company who also serve as
directors.
6
<PAGE>
Executive Officers of the Registrant
All executive officers are appointed annually by the Board of Directors and
serve at the pleasure of the Board.
Joseph H. Rossi (age 49) joined Tolland Bank as Senior Vice
President/Treasurer/Chief Financial Officer in 1993. He was elected
President/CEO of Tolland Bank in 1996 and President of Alliance in 1997. Mr.
Rossi was previously self employed as a financial and systems consultant,
following senior financial management positions in Financial Federal Savings
Bank (Hartford, CT) and Commonwealth Bank (Harrisburg, PA).
Patrick J. Logiudice (age 53) joined Tolland Bank in 1991 as Senior Vice
President/Chief Lending Officer, and was elected Executive Vice President of
Alliance in 1997 and Executive Vice President of Tolland Bank in 1998. Mr.
Logiudice was previously a senior commercial lending manager at Connecticut Bank
and Trust Company and its affiliates.
David H. Gonci (age 47) joined Tolland Bank in 1990 as Vice
President/Controller. He was elected Vice President/Chief Financial
Officer/Treasurer of Tolland Bank in 1996 and of Alliance in 1997. Mr. Gonci was
elected Senior Vice President of Tolland Bank and Alliance in 1998. He was
previously the senior financial manager of BancNewEngland Mortgage Company,
following positions in lending management at its affiliate, Connecticut Bank and
Trust Company.
Cynthia S. Harris (age 52) joined Tolland Bank in 1976. She is Vice
President/Human Resources and Secretary of Tolland Bank, having previously
served as loan servicing officer. She was elected Secretary of Alliance in 1997.
Joyce M. Joy (age 57) joined Tolland Bank in 1988 as Vice
President/Marketing. Previously she served as Vice President Retail Banking at
the Savings Bank of Rockville.
Executive Compensation
The following table sets forth the compensation paid to Joseph H. Rossi and
Patrick J. Logiudice for each of the last three fiscal years. No other executive
officer of the Company or the Bank earned a total salary and bonus in excess of
$100,000 or served as Chief Executive Officer of the Company or the Bank during
the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term All Other
Annual Compensation Compensation Compensation(1)
------------------- ------------ ---------------
Name and
Principal Position Year(2) Salary($) Bonus($) Options(#)(3)
- ------------------ ------- --------- -------- -------------
<S> <C> <C> <C> <C> <C>
Joseph H. Rossi, 1999 $ 152,500 $ -- 32,000 $ 9,593
President and 1998 $ 148,035 $ 22,205 12,000 $ 5,089
CEO 1997 $ 137,981 $ -- 9,000 $ 4,662
Patrick J. Logiudice 1999 $ 108,704 $ -- 15,000 $ 2,365
Exec. Vice President 1998 $ 105,538 $ 12,592 9,000 $ 2,116
and CLO 1997 $ 105,186 $ -- 6,750 $ 2,104
</TABLE>
(1) Consists of employer 401(k) contributions and other perquisites, and in the
case of Mr. Rossi, $4,095, which represents the economic value of Mr.
Rossi's benefit pursuant to the Bank-Owned Life Insurance. See--
Supplemental Executive Retirement Plan.
(2) The Company's fiscal year ends December 31.
(3) Options awarded in 1997 have been adjusted to reflect stock split effected
as stock dividends.
7
<PAGE>
Bonus Plan
The Board of Directors has adopted the Tolland Bank Bonus Plan (the "Bonus
Plan") to provide a means for officers and employees of the Bank to be rewarded
for outstanding contributions toward corporate objectives. The Bonus Plan has
three elements: a short-term bonus, a long-term bonus, and an instant reward
bonus. The short-term bonus is a cash bonus, awarded annually, on a
discretionary basis, from a bonus pool which is based on the Bank's average
annual return on assets. Long-term bonuses typically consist of awards of stock
options pursuant to the 1997 Stock Incentive Plan. Instant rewards are cash
awards of $50 to $500, payable to employees, for outstanding accomplishments
beyond normal job responsibilities. The Bank did not award cash bonuses to Mr.
Rossi or Mr. Logiudice during 1999. The Bonus Plan is a discretionary plan
administered by the Personnel Committee of the Board of Directors and is subject
to change from year to year.
Option Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 1999 to
Mr. Rossi and Mr. Logiudice.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
Value at Assumed
Annualized Rates of Stock
Date Number of % of Total Options Exercisable Price Appreciation for
of Options Granted to Employees Price Per Expiration Option Term(1)
Name Grant(2) Granted in Fiscal Year Share(3) Date 5% 10%
- ---- -------- ------- -------------- -------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph H. Rossi 12/21/99 32,000 26.3% $8.875 12/21/09 $ 178,720 $ 452,640
Patrick J. Logiudice 12/21/99 15,000 19.7% $8.875 12/21/09 $ 83,775 $ 212,175
</TABLE>
(1) "Potential Realized Value" is disclosed in response to the Securities and
Exchange Commission rules which require such disclosure for illustration
purposes and is based on the difference between the potential market value
of shares issuable upon exercise of such options and the exercise price of
such options. The values disclosed are not intended to be, and should not
be interpreted by shareholders as, representations or projections of future
value of the Company's common stock or of the stock price. To lend
perspective to the illustrative potential realized value, if the Company's
stock price increased 5% per year for ten years from its closing price on
December 21, 1999, or $8.875 per share, (disregarding dividends and
assuming for purposes of the calculation a constant number of shares
outstanding) the stock price at the end of ten years would be $14.46 per
share, for an increase of $5.535 per share, and if the stock increased 10%
per year over such period, the ending stock price would be $23.02 per
share, for an increase of $14.145 per share.
(2) All options granted are immediately exercisable.
(3) The exercise price is equal to the closing price on the date of the grant.
Aggregate Option Exercises and Year-End Option Values
The following table sets forth the number of shares acquired on the exercise
of stock options and the aggregate gains realized on the exercise during fiscal
1999 by Mr. Rossi and Mr. Logiudice. The table also sets forth the number of
shares covered by exercisable and unexercisable options held by Mr. Rossi and
Mr. Logiudice on December 31, 1999, and the aggregate gains that would have been
realized had these options been exercised on December 31, 1999, even though
these options were not exercised on December 31, 1999.
8
<PAGE>
<TABLE>
<CAPTION>
Shares Acquired Number of Shares Value of Unexercised
On Exercise Value Covered by Unexercised In-The-Money
Name During Fiscal 1999 Realized Options on 12/31/99 Options As Of 12/31/99(1)
Exercisable Unexercisable Exercisable Unexercisable
------------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph H. Rossi 0 $ 0 91,285 0 $ 154,590 $ 0
Patrick J. Logiudice 0 $ 0 45,197 0 $ 90,659 $ 0
</TABLE>
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the common stock that will be
received upon exercise, assuming such exercise occurred on Thursday,
December 31, 1999, at which date the last sale of the common stock as
quoted on the AMEX was $8.875 per share.
Compensation Committee Interlocks and Insider Participation
The Personnel Committee determines compensation policy and consists of
Directors Boardman (Chairman), Dowty, Guglielmo, and Martin, none of whom have
ever been an officer or employee of Alliance or the Bank. None of the above are
members of a compensation committee of the Board of Directors of any company.
401(k) Plan
In 1991, the Bank established the Tolland Bank 401(k) Savings Plan (the
"401(k) Plan"), a defined contribution contributory profit sharing plan designed
to comply with Section 401(k) of the Internal Revenue Code of 1986, as amended
(the "Code"). Each full-time and regular part-time employee with 30 days of
service is eligible to participate in this plan.
Under the 401(k) Plan, a participant may defer between 2% and 15% of his or
her before-tax compensation from the Bank (subject to certain limitations) as a
contribution under this plan. The Bank will make matching contributions equal to
35% of the first 6% of each participant's contributions and participants are
offered fourteen different investment vehicles for their accounts. Participants
are 100% vested at all times in their contributions and the income earned
thereon. Participants become 100% vested in the Bank's matching contributions
after four years of service or earlier if they retire, become permanently
disabled, die or attain age 65. Benefits under the 401(k) Plan will be paid at
retirement, disability, death or other termination of employment with the Bank.
Benefits may be paid in a lump sum or in installments, depending on certain
factors. The 401(k) Plan also permits participants to make early withdrawals
from their accounts (subject to certain limitations) in case of hardship and to
borrow against their accounts. In 1999 the following amounts, representing Bank
matching contributions and earnings thereon, accrued as follows under the 401(k)
Plan: for Mr. Rossi - $3,518.15 and Mr. Logiudice - $2,365.14.
Change in Control Agreement
The Bank maintains change in control agreements with Mr. Rossi, Mr. Logiudice
and others (collectively, the "Agreements"). These Agreements continue in effect
through December 31, 2000, and are automatically extended each year for an
additional period of one (1) year unless either party elects to the contrary.
The Agreements provide, among other things, that after a change in control as
defined in the Agreements, if the employee's employment is terminated without
cause, or if the employee terminates his employment with good reason, as defined
in the Agreements, the employee will be entitled to $25,000 and the Bank shall
continue to pay his/her full salary at a rate of compensation until such
9
<PAGE>
payments, including the $25,000 payment, have reached 2.9 times the sum of the
employee's average annual salary and bonuses for the preceding five years. The
Bank shall also provide the employee with other benefits equal to those the
employee was receiving for two years immediately before his/her termination.
Assuming a January 1, 2000, termination date after a change in control, these
payments would have equaled $383,955 for Mr. Rossi (plus the cost of benefits)
and $291,418 for Mr. Logiudice (plus the cost of benefits).
Certain Transactions
The Bank has had, and expects to have in the future, banking transactions
with directors, officers and their associates on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others, which do not involve more
than the normal risk of collectibility or present other unfavorable features.
The aggregate of all extensions of credit to directors, officers and their
associates had a high balance of $934,101 in 1999 (representing 6.07% of the
Bank's equity capital at that time), and a balance of $912,934 at December 31,
1999 (representing 5.02% of the Bank's equity capital at that time) including
$340,409 of unused lines of credit.
Pension Plan
The Bank maintains a defined benefit pension plan (the "Pension Plan") that
is designed to satisfy the requirements for tax qualification set forth in the
Internal Revenue Code of 1986, as amended (the "Code"). Under the Pension Plan,
the Bank makes annual contributions, which are actuarially determined, for the
benefit of eligible employees. Expenses for administering the Pension Plan are
paid out of Pension Plan assets and also directly by the Bank. Employee
contributions are not required.
The Pension Plan covers each full-time and regular part-time employee who was
hired prior to his or her 60th birthday, who has completed at least one year of
service and worked a minimum of 1,000 hours in that year, and who has attained
age 21. The Pension Plan contains automatic spousal coverage for all eligible
participants.
The Pension Plan generally provides for monthly benefit payments (in straight
line annuity amounts) to the participant as of the date the participant retires.
For employees who made contributions, the normal form of benefit payment is a
modified cash refund. A Pension Plan participant is eligible to receive an
actuarially-reduced early retirement benefit if he or she is within ten years of
his or her normal retirement date, has separated from service and has completed
at least ten years of service. In most cases, an employee will become a
fully-vested participant when he or she completes five years of service.
Participants who remain in service past their normal retirement date are
eligible for an actuarially-increased retirement benefit based on the amount of
their normal retirement benefit. If a participant terminates service after he or
she becomes eligible for early retirement, the vested percentage will be 100%.
The Pension Plan is integrated with the Social Security System.
The amount of a participant's benefit is based on average yearly earnings
(including base salary and bonus) during the participant's highest five
consecutive years during his or her last ten years of credited service
multiplied by his or her credited service as an active participant in the
eligible class (not to exceed 30 years of service).
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The table set forth below illustrates annual pension benefits payable for
life at age 65 in 1999 under the Pension Plan provisions for various levels of
compensation and years of service.
Final Average Years of Credited Service at Age 65
Compensation 10 15 20 30
$15,000.00 $ 1,800.00 $ 2,700.00 $ 3,600.00 $ 5,400.00
25,000.00 3,000.00 4,500.00 6,000.00 9,000.00
50,000.00 7,000.00 10,500.00 14,050.00 21,050.00
75,000.00 11,500.00 17,250.00 23,050.00 34,550.00
100,000.00 16,000.00 24,000.00 32,050.00 48,050.00
125,000.00 20,500.00 30,750.00 41,050.00 61,550.00
160,000.00 26,800.00 40,200.00 53,650.00 80,450.00
Mr. Rossi and Mr. Logiudice have 6 and 7 credited years of service,
respectively, as of December 31, 1999.
Supplemental Executive Retirement Plan
During 1999, the Bank entered into certain retirement agreements with
President Rossi. Specifically, the Bank entered into a Supplemental Executive
Retirement Income Plan (the "SERP") and a Life Insurance Agreement (the "LIA").
The SERP provides a supplemental retirement benefit to President Rossi at age
65. The SERP provides for a yearly benefit equal to 70% of the average of Mr.
Rossi's highest five years of compensation with a 50% offset for Social Security
and 100% offset for other Bank-provided benefits under qualified retirement and
non-qualified deferred compensation plans. The SERP provides a reduced early
retirement benefit, if Mr. Rossi continues service with the Bank until at least
age 50, and subsequently retires. The SERP does not pay a death benefit to Mr.
Rossi. The Bank's obligations under the SERP shall be paid from the general
funds of the Bank. The SERP is an unfunded plan. It is currently anticipated
that funds will be paid pursuant to the LIA.
The LIA provides that the Bank shall, and it has, purchase a Bank Owned Life
Insurance Policy on the life of Mr. Rossi. The Bank owns the policy, subject to
the LIA, which provides that a specified portion of the proceeds of the policy
shall go to Mr. Rossi's designee upon his death. The remainder of the policy
proceeds shall be payable to the Bank. The amount payable to Mr. Rossi's
designee decreases after Mr. Rossi's 65th birthday. The SERP and the LIA work in
tandem to provide a supplemental retirement and death benefit for Mr. Rossi.
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Directors' Deferred Compensation Plan
The Company implemented a Directors' Deferred Compensation Plan (the
"Deferred Compensation Plan") during 1997 to permit directors to defer
recognition of income on fees that they receive as directors. Under the Deferred
Compensation Plan directors can defer receipt of annual retainer fees and defer
federal income taxation on deferred amounts until the year in which benefits are
actually received by a participating director. Directors may benefit from the
ability to defer taxes to a date when their taxable income is less and tax
brackets lower.
Under the Code, deferred fees will be deemed to be liabilities of Alliance.
As Alliance funds they would be available to general creditors. Deferred
directors' fees will be held until a director ceases to be a director for any
reason. Thus, upon the director's death, retirement or resignation, such fees
shall be paid in the form of stock in a lump sum within 60 days after the
participant terminated his services as a director. In the event of a
participant's death, any remaining funds in the director's account balance shall
be paid to his beneficiary in a lump sum as soon as administratively practicable
after his death. The Deferred Compensation Plan is administered by the Personnel
Committee. Stock purchases which will be made on the open market or by issuance
of authorized but unissued shares will be credited on the date such fees are
earned and will be based on the closing prices of the Common Stock for such
dates. The number of Directors participating in the Deferred Compensation Plan
is six.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of information furnished to the Company pursuant
to Rule 16a-3(e) during the fiscal year ended December 31, 1999, no person who
is a director, officer or beneficial owner of 10% of the Company's common stock
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act.
PROPOSAL II - APPROVAL OF ADJOURNMENT OF THE ANNUAL MEETING
General
In the event that there are not sufficient votes to approve the foregoing
proposal at the time of the Annual Meeting, such proposal could not be approved
unless the Annual Meeting were adjourned in order to permit further solicitation
of proxies. In order to allow proxies that have been received by the Company at
the time of the Annual Meeting to be voted for such adjournment, if necessary,
the Company has submitted as Proposal II the question of adjournment under such
circumstances to its shareholders as a separate matter for their consideration.
The Board of Directors recommends that shareholders vote their proxies in favor
of such adjournment under this Proposal II so that their proxies may be used for
such purpose in the event it should become necessary. If it is necessary to
adjourn the Annual Meeting and the adjournment is for a period of fewer than 30
days, no notice of the time and place of the adjourned meeting or of the
business to be transacted at the adjourned meeting is required to be given to
shareholders other than an announcement of such at the Annual Meeting.
Approval of adjournment, if necessary, under this Proposal II requires the
affirmative vote by the holders of a majority of the shares of common stock
represented at the Annual Meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE ADJOURNMENT OF THE MEETING UNDER PROPOSAL II.
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OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows of no
matters to be brought before the Annual Meeting other than procedural matters
incident to the conduct of the Annual Meeting. If further business is properly
presented, the proxy holders will vote proxies, as determined by a majority of
the Board of Directors.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Pursuant to the proxy solicitation regulations of the Securities and Exchange
Commission (the "Commission"), any shareholder proposal intended for inclusion
in Alliance's proxy statement and form of proxy relating to Alliance's 2001
Annual Meeting of Shareholders must be received by Alliance by November 15, 2000
pursuant to the proxy solicitation regulation of the Commission. Nothing in this
paragraph shall be deemed to require Alliance to include in its proxy statement
and form of proxy any shareholder proposal which does not meet the requirements
of the Commission in effect at the time.
The Board of Directors urges each shareholder, whether or not he or she
intends to be present at the Annual Meeting, to complete, sign and return the
enclosed proxy as promptly as possible.
By Order of the Board of Directors
/s/ Cynthia S. Harris
----------------------------------
Cynthia S. Harris
Secretary
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REVOCABLE PROXY
ALLIANCE BANCORP OF NEW ENGLAND, INC.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ALLIANCE BANCORP OF NEW ENGLAND, INC. TO BE USED AT THE
ANNUAL MEETING OF STOCKHOLDERS ON APRIL 12, 2000
The undersigned being a stockholder of Alliance Bancorp of New England,
Inc. hereby appoints Joseph H. Rossi and D. Anthony Guglielmo, or each of them,
with full power of substitution in each, as proxies to cast all votes which the
undersigned stockholder is entitled to cast at the 2000 Annual Meeting of
Stockholders to be held at 10:00 a.m., Eastern Standard Time, on April 12, 2000,
at the Colony, 53 Hartford Turnpike (Route 33), Vernon, Connecticut 06066, and
at any adjournments thereof. The undersigned stockholder hereby revokes any
proxy or proxies heretofore given.
For Withhold For All Except
1. Election of four Directors for three / / / / / /
year terms each (except as marked
to the contrary below):
Reginald U. Martin, Patricia A. Noblet, Mark L. Summers and
Joseph P. Capossela
INSTRUCTION: To withhold authority to vote for any individual nominees, mark
"For All Except" and write that nominee's name in the space provided below.
________________________, _________________________, _________________________,
For Against Abstain
2. Approval of an adjournment of the / / / / / /
Annual Meeting if necessary to permit
additional solicitation of proxies.
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, matters incident to
the conduct of the meeting, upon such other matters as may properly come before
the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. ------> / /
The Board of Directors recommends a vote "FOR" Proposals 1 and 2.
This proxy will be voted as directed or, if no direction is given, will be
voted "FOR" all of the nominees under Proposal 1 and "FOR" the adjournment of
the Annual Meeting under Proposal 2. If the proxy is not marked to withhold
authority to vote for any nominee, it will be voted FOR all nominees.
------------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
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| |
| |
| |
- ---Stockholder sign above------Co-holder (if any) sign above-------
^ Detach above card, sign, date and mail in postage paid envelope provided. ^
<PAGE>
ALLIANCE BANCORP OF NEW ENGLAND, INC.
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If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope. Please check your mailing address as it appears on
the Revocable Proxy. If it is inaccurate, please include your correct address
below.
Please date this Revocable Proxy and sign, exactly as your name(s) appears
on your stock certificate. If signing as a fiduciary, please give your full
title.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOU PROXY CARD TODAY
- --------------------------------------------------------------------------------
/ / Mark here for address change _____________________________
and note at left.
_____________________________
_____________________________
