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
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
WARWICK COMMUNITY BANCORP, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
LOGO
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(914) 986-2206
March 19, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders ("Annual Meeting") of Warwick Community Bancorp, Inc. ("Company"),
the holding company for The Warwick Savings Bank ("Bank"), which will be held at
The Inn at Central Valley, Smith Clove Road, Central Valley, New York 10917, on
April 20, 1999 at 9:30 a.m., Eastern time.
The attached Notice of the 1999 Annual Meeting of Shareholders and
Proxy Statement describe the formal business to be transacted at the Annual
Meeting. Directors and officers of the Company, as well as a representative of
Arthur Andersen LLP, the accounting firm appointed by the Board of Directors to
be the Company's independent auditors for the fiscal year ending December 31,
1999, will be present at the Annual Meeting to respond to appropriate questions
from our shareholders.
The Board of Directors of the Company has determined that an
affirmative vote on each matter to be considered at the Annual Meeting is in the
best interests of the Company and its shareholders and unanimously recommends a
vote "FOR" election of each of the three nominees for director and "FOR" each of
the other proposals identified in the Notice of the 1999 Annual Meeting of
Shareholders.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS
URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON AT THE ANNUAL MEETING, BUT WILL ASSURE THAT YOUR VOTE IS
COUNTED IF YOU ARE UNABLE TO ATTEND. IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE
NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO ATTEND AND TO VOTE PERSONALLY AT THE ANNUAL MEETING.
EXAMPLES OF SUCH DOCUMENTATION INCLUDE A BROKER'S STATEMENT, LETTER OR OTHER
DOCUMENT CONFIRMING YOUR OWNERSHIP OF SHARES OF THE COMPANY.
On behalf of the Board of Directors and the employees of the Company
and the Bank, thank you for your continued support.
Sincerely yours,
By: /s/ Timothy A. Dempsey
----------------------------------
Timothy A. Dempsey
Chairman of the Board
and Chief Executive Officer
<PAGE>
LOGO
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(914) 986-2206
NOTICE OF THE 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Warwick Community Bancorp, Inc. ("Company") will be held at The Inn at Central
Valley, Smith Clove Road, Central Valley, New York 10917, on April 20, 1999 at
9:30 a.m., Eastern time, for the following purposes:
1. To elect three directors, each to serve for a three-year term;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the fiscal year ending December 31,
1999;
3. To approve amendments to the Stock Option Plan of Warwick
Community Bancorp, Inc.;
4. To approve amendments to the Recognition and Retention Plan of
Warwick Community Bancorp, Inc.; and
5. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof. As of
the date hereof, the Board of Directors of the Company is not
aware of any such other business.
The Board of Directors has fixed the close of business on March 3, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof. A
list of shareholders entitled to vote at the Annual Meeting will be available
for inspection at 18 Oakland Avenue, Warwick, New York, for a period of ten days
prior to the Annual Meeting and will also be available at the Annual Meeting.
A copy of the 1998 Annual Report to Shareholders of the Company, which
for purposes of the regulations of the Federal Deposit Insurance Corporation
serves as the Annual Disclosure Statement of The Warwick Savings Bank, a wholly
owned subsidiary of the Company, accompanies this Notice of the 1999 Annual
Meeting of Shareholders. Shareholders may obtain, free of charge, an additional
copy of the Annual Report by writing to Margaret E. Sgombick, Assistant Vice
President and Marketing Director, The Warwick Savings Bank, P.O. Box 591,
Warwick, New York 10990-0591.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS
URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. RETURNING THE PROXY CARD WILL
NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors,
By: /s/ Nancy L. Sobotor-Littell
----------------------------------
Nancy L. Sobotor-Littell
Corporate Secretary
Warwick, New York
March 19, 1999
<PAGE>
LOGO
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(914) 986-2206
___________________________
PROXY STATEMENT FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1999
GENERAL INFORMATION
GENERAL
This Proxy Statement and accompanying Proxy Card are being mailed to
shareholders of Warwick Community Bancorp, Inc. ("Company") on or about March
19, 1999 in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Shareholders of the
Company to be held at The Inn at Central Valley, Smith Clove Road, Central
Valley, New York 10917, on April 20, 1999 at 9:30 a.m., Eastern time, and at any
adjournment or postponement thereof ("Annual Meeting").
On December 23, 1997, The Warwick Savings Bank ("Bank") completed its
conversion from a New York State mutual savings bank to a New York State stock
savings bank ("Conversion"). The Company, a Delaware corporation, operates as a
bank holding company for the Bank, its wholly owned subsidiary. On July 21,
1998, the Company changed its fiscal year from the twelve-month period ending
May 31st to the twelve-month period ending December 31st. Due to this change in
the Company's fiscal year, certain information presented in this Proxy Statement
is measured through the seven-month transition period ended December 31, 1998.
RECORD DATE AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business
on March 3, 1999 as the record date ("Record Date") for the determination of the
holders of the Company's issued and outstanding common stock, par value $.01 per
share ("Common Stock"), entitled to notice of and to vote at the Annual Meeting.
Only holders of record of Common Stock at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. At the close of business on
the Record Date, there were 6,276,221 shares of Common Stock outstanding. 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 is necessary to constitute a quorum thereat.
Each holder of shares of Common Stock outstanding on the Record Date
will be entitled to one vote for each share held of record (except for Excess
Shares, if any, as defined below) upon each matter to be voted upon at the
Annual Meeting. As provided in the Company's Certificate of Incorporation, if
any person beneficially owns, directly or indirectly, shares of Common Stock in
excess of 10% of the then issued and outstanding shares of Common Stock, all
such shares beneficially owned by such person in excess of the 10% threshold
shall be deemed to be "Excess Shares," and the holder thereof shall be entitled
to cast only one one-hundredth (1/100) of a vote per share for each Excess
Share. A person or entity is deemed to beneficially own shares owned by an
affiliate or associate as well as persons acting in concert with such person or
entity. The Company's Certificate
<PAGE>
of Incorporation authorizes the Board of Directors (i) to interpret and apply
the provisions of the Certificate of Incorporation governing Excess Shares and
to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to ascertain compliance with such provisions and
(ii) to demand that any person who is reasonably believed to beneficially own
Excess Shares supply information to the Company to enable the Board of Directors
to implement and apply such provisions.
If the enclosed Proxy Card is properly executed and received by the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions indicated thereon. IF
NO INSTRUCTIONS ARE GIVEN, EXECUTED PROXIES WILL BE VOTED FOR ELECTION OF EACH
OF THE THREE NOMINEES FOR DIRECTOR AND FOR EACH OF THE OTHER PROPOSALS
IDENTIFIED IN THE NOTICE OF THE 1999 ANNUAL MEETING.
VOTE REQUIRED
Directors are elected by a plurality of the votes cast in person or by
proxy at the Annual Meeting. The holders of Common Stock may not vote their
shares cumulatively for the election of directors. Approval of Proposals Two,
Three and Four each require the affirmative vote of the holders of a majority of
the shares of Common Stock represented in person or by proxy at the Annual
Meeting and entitled to vote thereon. ACCORDINGLY, SHARES AS TO WHICH THE
"ABSTAIN" BOX HAS BEEN SELECTED ON THE PROXY CARD WITH RESPECT TO PROPOSALS TWO,
THREE AND FOUR WILL BE COUNTED AS PRESENT AND ENTITLED TO VOTE AND WILL HAVE THE
EFFECT OF A VOTE AGAINST THOSE PROPOSALS. IN CONTRAST, SHARES UNDERLYING BROKER
NON-VOTES WILL NOT BE COUNTED AS PRESENT AND ENTITLED TO VOTE AND WILL HAVE NO
EFFECT ON THE VOTE FOR SUCH PROPOSALS.
REVOCABILITY OF PROXIES
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may revoke
a proxy at any time before it is voted by (i) filing a written notice of
revocation with the Corporate Secretary of the Company prior to the Annual
Meeting, (ii) delivering to the Corporate Secretary prior to the Annual Meeting
a duly executed proxy bearing a later date or (iii) attending the Annual
Meeting, filing a written notice of revocation with the secretary of the Annual
Meeting and voting in person.
IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER
TO BE ADMITTED TO THE ANNUAL MEETING AND TO VOTE AT THE ANNUAL MEETING. Examples
of such documentation include a broker's statement, letter or other document
that will confirm your ownership of shares of the Company.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its
shareholders. In addition to the solicitation of proxies by mail, Kissel-Blake
Inc., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee estimated to be $2,500, plus
out-of-pocket expenses. Proxies may also be solicited personally, by telephone,
facsimile or other means by directors, officers and employees of the Company or
its subsidiaries, without additional compensation. The Company will also request
persons, firms and corporations holding shares in their names or in the name of
their nominees, which are beneficially owned by others, to forward proxy
materials to and obtain proxies from such beneficial owners, and will reimburse
such holders for reasonable expenses incurred in connection therewith.
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock as of February 28, 1999. Other than those
persons listed below, the Company is not aware of any person who is the
beneficial owner of more than 5% of the Company's outstanding shares of Common
Stock as of February 28, 1999. Except as otherwise indicated, the information
provided in the following table was obtained from filings with the Securities
and Exchange Commission ("SEC") and with the Company pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"). For purposes of the following
table and the table set forth under "Stock Ownership of Management," in
accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
"beneficially own" any shares of Common Stock (a) over which such person has,
directly or indirectly, sole or shared voting or investment power or (b) of
which such person has the right to acquire beneficial ownership, including the
right to acquire beneficial ownership by the exercise of stock options, at any
time within 60 days after February 28, 1999. As used herein, "voting power"
includes the power to vote, or direct the voting of, such shares, and
"investment power" includes the power to dispose, or direct the disposition of,
such shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS NAME AND ADDRESS OF OF BENEFICIAL COMMON STOCK
OF SECURITY BENEFICIAL OWNER OWNERSHIP OUTSTANDING(5)
- --------------- ----------------------------------- ------------------ --------------
<S> <C> <C> <C>
Common Stock Warwick Community Bancorp, Inc. 528,523(1) 8.4%
Employee Stock Ownership Plan and
Trust ("ESOP")
18 Oakland Avenue
Warwick, New York 10990-0591
Common Stock Wellington Management Company, LLP 496,300(2) 7.9%
75 State Street
Boston, Massachusetts 02109
Common Stock Kahn Brothers & Co., Inc. 491,112(3) 7.8%
555 Madison Avenue, 22nd Floor
New York, New York 10022
Salomon Smith Barney Inc.
388 Greenwich Street
Common Stock New York, New York 10013 355,105(4) 5.7%
</TABLE>
_______________________
(1) The ESOP is administered by the Bank as Plan Administrator and by a
committee established pursuant to the ESOP ("ESOP Committee"). The assets
of the ESOP are held in a trust ("ESOP Trust") for which Marine Midland
Bank serves as trustee ("ESOP Trustee"). The ESOP Trust purchased such
shares following the Bank's Conversion with funds borrowed from the
Company. The Common Stock acquired by the ESOP is released from a suspense
account and allocated annually to the accounts of participants based upon
the contributions made to the ESOP by the Company. The ESOP Committee may
instruct the ESOP Trustee regarding investment of assets held in the ESOP
Trust. The ESOP Trustee generally votes all allocated shares held in the
ESOP Trust in accordance with the instructions of participants. As of
December 31, 1998, 83,840 of the 528,523 shares were allocated to
participants. Pursuant to the terms of the ESOP, unallocated shares are
generally voted by the ESOP Trustee in a manner calculated to most
accurately reflect the voting instructions received from participants
regarding the allocated shares so long as such vote is in accordance with
the requirements of the Employee Retirement Income Security Act of 1974, as
amended.
(footnotes continued on next page)
3
<PAGE>
(2) Based on information in a Schedule 13G, dated February 9, 1999, filed on
behalf of Wellington Management Company, LLP ("WMC"). WMC has shared voting
power over 450,600 shares and shared dispositive power over all of the
shares shown.
(3) Based on information in a Schedule 13G, dated February 12, 1999, filed on
behalf of Kahn Brothers & Co., Inc. ("Kahn"). Kahn has shared voting and
shared dispositive power over all of the shares shown.
(4) Based on information in a Schedule 13G, dated February 12, 1999, filed on
behalf of Salomon Smith Barney Inc. ("SSB"), a New York corporation,
Salomon Brothers Holding Company Inc. ("SBHC"), a Delaware corporation
which is the sole stockholder of SSB, Salomon Smith Barney Holdings Inc.
("SSBH"), a Delaware corporation which is the sole stockholder of SBHC, and
Citigroup Inc. ("Citigroup"), a Delaware corporation which is the sole
stockholder of SSBH. SSB, SSHC, SSBH and Citigroup have shared voting and
shared dispositive power over all of the shares shown.
(5) Percentages have been calculated on the basis of 6,276,221 shares of Common
Stock, the number of shares of Common Stock outstanding as of February 28,
1999.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the shares
of Common Stock beneficially owned by each director of the Company, by each
executive officer of the Company identified in the Summary Compensation Table
included on page 14 of this Proxy Statement and by all directors and executive
officers of the Company or the Bank as a group as of February 28, 1999. Except
as otherwise indicated, each person and each group shown in the table has sole
voting and investment power with respect to the shares of Common Stock
indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL-OWNERSHIP COMMON-STOCK
NAME TITLE(1) (2)(3)(4)(5)(6) OUTSTANDING(7)
- -------------------------------- ---------------------------- -------------------- --------------
<S> <C> <C> <C>
Timothy A. Dempsey Chairman of the Board, 87,762 1.4%
Chief Executive Officer
and Director
Ronald J. Gentile President, Chief Operating 73,447 1.2%
Officer and Director
Frances M. Gorish Director 14,920 *
R. Michael Kennedy Director 44,920 *
Fred M. Knipp Director 23,920 *
Emil R. Krahulik Director 13,920 *
Thomas F. Lawrence, Jr. Director 10,920 *
Henry L. Nielsen, Jr. Director 27,920 *
John W. Sanford III Director 12,420 *
Robert N. Smith Director 24,420 *
All directors and executive officers
as a group (15 persons) 492,823 7.8%
____________________________
</TABLE>
* Less than 1.0% of outstanding Common Stock.
(1) Titles are for both the Company and the Bank.
(footnotes continued on next page)
4
<PAGE>
(2) The figures shown include shares held in trust pursuant to the ESOP that
have been allocated as of December 31, 1998 to individual accounts of ESOP
participants as follows: Mr. Dempsey, 1,929 shares; Mr. Gentile, 2,074
shares; and all executive officers as a group, 12,172 shares. Such persons
have voting power (subject to the duties of the ESOP Trustee) but no
investment power, except in limited circumstances, as to such shares. The
figures shown do not include 444,683 shares held in trust pursuant to the
ESOP that have not been allocated to any individual's account and as to
which the members of the Company's ESOP Committee (consisting of Messrs.
Dempsey, Gentile and Budich, Ms. Sobotor-Littell and Ms. Rudy) and each of
the participants identified in the table may be deemed to share investment
power, except in limited circumstances, thereby causing each such person to
be deemed a beneficial owner of such shares. Each of the members of the
ESOP Committee and the participants identified in the table disclaims
beneficial ownership of such shares and, accordingly, such shares are not
attributed to the members of the ESOP Committee or the participants
identified in the table individually. See "Election of Directors--
Executive Compensation-- Employee Stock Ownership Plan and Trust."
(3) The figures shown include shares held pursuant to The Warwick Savings Bank
401(k) Savings Plan ("401(k) Plan") that have been allocated as of February
28, 1999 to individual accounts as follows: Mr. Dempsey, 406 shares; Mr.
Gentile, 3,510 shares; and all executive officers as a group, 14,426
shares. Such persons have shared voting and investment power as to such
shares. See "Election of Directors -- Executive Compensation -- 401(k)
Plan."
(4) The figures shown include shares held under the Recognition and Retention
Plan of Warwick Community Bancorp, Inc. ("RRP"), over which each individual
has sole voting but no investment power, as follows: Mr. Dempsey, 52,855
shares; Mr. Gentile, 36,998 shares; each of Mrs. Gorish and Messrs.
Kennedy, Knipp, Krahulik, Lawrence, Nielsen, Sanford and Smith, 8,919
shares; and all directors and executive officers as a group, 240,480
shares. See "Election of Directors -- Executive Compensation-- Recognition
and Retention Plan."
(5) The figures shown include shares held pursuant to the Benefit Restoration
Plan of The Warwick Savings Bank ("BRP") as to which each person identified
has no voting power, but may be deemed to share investment power, as
follows: Mr. Dempsey, 2,571 shares; Mr. Gentile, 864 shares; and all
executive officers as a group, 3,435 shares. See "Election of Directors--
Executive Compensation-- Benefit Restoration Plan."
(6) The figures shown include shares over which individuals may be deemed to
share voting and investment power (other than as disclosed in notes 2, 3, 4
and 5) as follows: Mr. Dempsey, 15,000 shares; Mr. Gentile, 15,000 shares;
Mr. Kennedy, 17,000 shares; Mr. Knipp, 15,000 shares; Mr. Lawrence, 1,000
shares; Mr. Sanford, 2,500 shares; Mr. Smith, 5,500 shares; and all
directors and executive officers as a group, 83,500 shares.
(7) Percentages with respect to each person or group of persons have been
calculated on the basis of 6,276,221 shares of Common Stock, the number of
shares of Common Stock outstanding as of February 28, 1999. No officer or
director has the right to acquire beneficial ownership of additional shares
of Common Stock within 60 days after February 28, 1999.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation and By-Laws of the Company provide
that the Board of Directors shall be divided into three classes. The directors
of each class serve for a term of three years, with one class elected each year.
In all cases, directors serve until their successors are duly elected and
qualified. Currently, the Board of Directors of the Company consists of 10
members.
The terms of three directors expire at the Annual Meeting. Each of the
three incumbent directors, Ronald J. Gentile, Emil R. Krahulik and Thomas F.
Lawrence, Jr., has been nominated by the Board of Directors to be re-elected at
the Annual Meeting, each to serve for a three-year term expiring at the 2002
Annual Meeting and until their successors are otherwise duly elected and
qualified. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. However, if any nominee should become unable to serve, the
proxies received in response to this solicitation that were voted in favor of
such nominee will be voted for the election of such other person as shall be
designated by the Board of Directors of the Company, unless the Board
5
<PAGE>
of Directors shall determine to reduce the number of directors pursuant to the
By-Laws of the Company. In any event, proxies cannot be voted for a greater
number of persons than the three nominees named.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
nominee for election as a director and each continuing director whose term does
not expire at the Annual Meeting. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "General Information -- Stock
Ownership of Management."
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE(1) END OF TERM POSITION HELD WITH THE COMPANY SINCE(2)
- -------------------------- ------- ------------ ------------------------------ ---------
<S> <C> <C> <C> <C>
NOMINEES FOR A THREE-YEAR
TERM EXPIRING IN 2002
Ronald J. Gentile 49 1999 President, Chief Operating Officer 1990
and Director
Emil R. Krahulik 65 1999 Director 1984
Thomas F. Lawrence, Jr. 71 1999 Director 1965
CONTINUING DIRECTORS
Timothy A. Dempsey 65 2001 Chairman Of The Board, Chief 1974
Executive Officer and Director
Frances M. Gorish 71 2000 Director 1979
R. Michael Kennedy 47 2000 Director 1997
Fred M. Knipp 68 2001 Director 1992
Henry L. Nielsen, Jr. 72 2001 Director 1962
John W. Sanford Iii 62 2000 Director 1986
Robert N. Smith 49 2000 Director 1994
</TABLE>
__________________________
(1) At February 28, 1999.
(2) Includes terms as trustee of the Bank and of predecessor affiliated
institutions prior to the incorporation of the Company on September 10,
1997.
The principal occupation and business experience of each nominee for election as
director and each continuing director are set forth below.
6
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
RONALD J. GENTILE serves as the President and Chief Operating Officer
and a director of the Company and the Bank. Mr. Gentile joined the Bank and has
been a director since 1990. In addition, he serves as Vice President of the
Bank's wholly owned subsidiaries, including Warsave Development, Inc.
("Warsave"), WSB Financial Services, Inc. ("WSB Financial") and WSB Mortgage
Company of New Jersey, Inc. ("WSB Mortgage"). He also serves as Executive Vice
President of The Warwick Savings Foundation ("Foundation"). Prior to joining the
Bank, Mr. Gentile served as a senior bank examiner for the Federal Deposit
Insurance Corporation. He is also a member of the board of directors of the
TriState Health System, Inc. and Winslow Therapeutic Riding Unlimited, and a
former President and member of the board of directors of the Warwick Valley
Rotary Club.
EMIL R. KRAHULIK has served as a director of the Bank since 1984. He is
a partner in the law firm of Beattie & Krahulik and serves as the Bank's general
counsel.
THOMAS F. LAWRENCE, JR. has served as a director of the Bank since
1965. Mr. Lawrence, now retired, formerly served as President of Warwick Auto
Co. He is also President of the Warwick Cemetery Association. Mr. Lawrence also
serves as a director of Warsave, WSB Financial, WSB Mortgage and the Foundation.
Mr. Lawrence is Nancy L. Sobotor-Littell's father.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE NOMINEES FOR ELECTION AS DIRECTORS.
CONTINUING DIRECTORS
TIMOTHY A. DEMPSEY serves as the Chairman of the Board and Chief
Executive Officer and a director of the Company and the Bank. Mr. Dempsey has
been involved in the financial institutions industry for more than 45 years and
has served as Chief Executive Officer of the Bank since 1985 and as a director
since 1974. He also serves as President and Chief Executive Officer and a
director of Warsave, WSB Financial and WSB Mortgage, and he serves as President
and a director of the Foundation. In addition, he serves as a director of the
Institutional Investors Capital Appreciation Fund, Inc., a director of the
M.S.B. Fund Inc. and Chairman of the Orange County Water Authority.
FRANCES M. GORISH joined the Bank in 1944 and has served as a director
since 1979. Now retired, she served in various capacities for the Bank, most
recently as Vice President and Corporate Secretary. In addition, she serves as
treasurer of the Salvation Army, Lorena Abbott Service Unit, and as treasurer of
the Florida Historical Society. Mrs. Gorish also serves as a director of
Warsave, WSB Financial, WSB Mortgage and the Foundation.
R. MICHAEL KENNEDY has served as a director of the Bank since 1997. Mr.
Kennedy is a general partner and manager of various real estate companies, all
managed through Kennedy Companies, Inc. He is also the general managing partner
of the Fireplace Restaurant.
FRED M. KNIPP has served as a director of the Bank since 1984. He is
the President and Chief Executive Officer and a director of the Warwick Valley
Telephone Company and a director of Centrex Communications Corporation.
HENRY L. NIELSEN, JR. has served as a director of the Bank since 1962.
He is the President of Nielsen Construction Co., Inc. and is a director of the
Warwick Valley Telephone Company. He is also a trustee of the
7
<PAGE>
Warwick Historical Society and the Warwick Cemetery Association. Mr. Nielsen
also serves as a director of Warsave, WSB Financial and WSB Mortgage.
JOHN W. SANFORD III has served as a director of the Bank since 1986.
Mr. Sanford also serves as President of John W. Sanford & Son, Inc., an
insurance agency, and is a partner in Maple Terrace Farms, a dairy beef
business.
ROBERT N. SMITH has served as a director of the Bank since 1994. Mr.
Smith also serves as a director of the Foundation. He is currently the President
of Lazear-Smith Funeral Homes, Inc. Mr. Smith is also sole proprietor of Smith
and Gesell Associates, a bookkeeping and tax preparation service.
BOARD AND COMMITTEE MEETINGS
The Board of Directors generally meets twice a month and may have
additional special meetings from time to time. During the seven-month period
ended December 31, 1998, the Board of Directors met 13 times. No current
director attended fewer than 75% (except Mr. Dempsey, who, as a result of
hospitalization in 1998, attended 71%) of the total number of Board meetings and
committee meetings of which such director was a member.
The Board of Directors of the Company maintains the following standing
committees:
The EXECUTIVE COMMITTEE currently consists of Mr. Dempsey, Mr. Nielsen,
Mr. Lawrence, Mrs. Gorish, Mr. Krahulik and Mr. Sanford. The Executive Committee
generally oversees the affairs of the Company, considers proposals from
management in relation to the election of officers and makes recommendations to
the Board regarding those individuals nominated to officer positions. The
Executive Committee met 14 times during the seven-month period ended December
31, 1998.
The AUDIT COMMITTEE currently consists of Mr. Sanford, Mr. Kennedy, Mr.
Lawrence, Mrs. Gorish and Mr. Smith. The Audit Committee meets periodically with
its independent certified public accountants to arrange the Company's annual
financial statement audit and to review and evaluate recommendations made during
the annual audit. The Audit Committee also reviews and evaluates the procedures
and performances of the Company's internal auditing staff. The Audit Committee
met 2 times during the seven-month period ended December 31, 1998.
The COMPENSATION COMMITTEE currently consists of Mrs. Gorish, Mr.
Kennedy, Mr. Smith and Mr. Sanford. The Compensation Committee is responsible
for overseeing the development, implementation and conduct of the Company's
employment and personnel policies, notices and procedures, including the
administration of the Company's and the Bank's compensation and benefit
programs. The Compensation Committee met 4 times during the seven-month period
ended December 31, 1998.
The NOMINATING COMMITTEE consists of Messrs. Nielsen, Lawrence and
Dempsey. The Nominating Committee recommends candidates for election to the
Board of Directors. The Nominating Committee was formed as of January 1, 1999,
and did not meet during the seven-month period ended December 31, 1998.
DIRECTORS' COMPENSATION
FEE ARRANGEMENTS. Currently, each director of the Bank who is not an
employee of the Bank or the Company receives a fee of $500 for each Board
meeting attended and $250 for each committee meeting attended. In addition, the
members of the Re-Inspection Committee of the Bank each receive an annual fee of
$250.
8
<PAGE>
Directors of the Company are not separately compensated for their services as
such. In 1999, each non-employee director will also receive a $10,000 retainer,
which will be paid quarterly.
OPTION PLAN AND RRP. The Stock Option Plan of Warwick Community
Bancorp, Inc. ("Option Plan") and the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. ("RRP") were adopted by the Board of Directors of the
Company and subsequently approved by the Company's shareholders at a special
meeting held on June 24, 1998. On June 24, 1998, the effective date of the
Option Plan, each non-officer director of the Company was granted a
non-qualified stock option to purchase 19,819 shares of Common Stock. These
options are scheduled to vest, that is, become exercisable, at a rate of 20% per
year over a five-year period beginning on June 24, 1999 and will become
immediately exercisable upon the director's death or disability. If the proposed
amendments to the Option Plan are approved by shareholders at the Annual
Meeting, these options will also become immediately exercisable upon the
"retirement" of the director or a "change in control" of the Company, as such
terms are defined in the Option Plan. See "Proposal Three."
Similarly, on June 24, 1998, the effective date of the RRP, each
non-officer director was awarded 8,919 shares of Common Stock. These awards are
also scheduled to vest at a rate of 20% per year over a five-year period
beginning on June 24, 1999 and will become 100% vested upon the director's death
or disability. If the proposed amendments to the RRP are approved by
shareholders at the Annual Meeting, 100% vesting will also occur upon the
"retirement" of the director or a "change in control" of the Company, as such
terms are defined in the RRP. See "Proposal Four."
EXECUTIVE OFFICERS
The following individuals are the executive officers of the Company and
have the titles set forth across from their names.
<TABLE>
<CAPTION>
Name Positions Held with the Company
- ---- -------------------------------
<S> <C>
Timothy A. Dempsey Chairman of the Board and Chief Executive Officer
Ronald J. Gentile President and Chief Operating Officer
Arthur W. Budich Senior Vice President, Treasurer and Chief Financial Officer
Laurence D. Haggerty Senior Vice President
Donna M. Lyons Senior Vice President/Auditor
Barbara A. Rudy Senior Vice President
Nancy L. Sobotor-Littell Corporate Secretary and Director of Human Resources
</TABLE>
The executive officers of the Company are elected annually and hold
office until their respective successors have been elected and qualified or
until death, resignation or removal by the Board of Directors. The Company has
entered into employment agreements with certain of its executive officers which
set forth the terms of their employment. See "-- Executive Compensation --
Employment Agreements."
Biographical information of the executive officers of the Company who
are not directors is set forth below.
ARTHUR W. BUDICH, age 48, has served as the Senior Vice President,
Treasurer and Chief Financial Officer of the Bank since 1992. He has been
employed by the Bank in various capacities since 1986. He also serves as
Treasurer of Warsave, WSB Financial and WSB Mortgage and as Vice President and
Treasurer of the Foundation.
9
<PAGE>
LAURENCE D. HAGGERTY, age 55, has served as Senior Vice President in
the Commercial Lending department of the Bank since joining the Bank in 1991.
DONNA M. LYONS, age 43, has served as Senior Vice President of the Bank
since 1992 and has served as Auditor of the Bank since joining the Bank in 1989.
BARBARA A. RUDY, age 46, has served as a Senior Vice President of the
Bank since 1991 and has served as Senior Vice President in the Mortgage
Servicing department of the Bank since 1996. She has been employed by the Bank
in various capacities since 1972.
NANCY L. SOBOTOR-LITTELL, age 41, has served as the Corporate Secretary
and Director of Human Resources of the Bank since 1988. She has been employed by
the Bank in various capacities since 1975. In addition, she serves as Corporate
Secretary of Warsave, WSB Financial and WSB Mortgage and as Secretary of the
Foundation. Ms. Sobotor-Littell is Mr. Lawrence's daughter.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPANY'S COMPENSATION COMMITTEE IS
PROVIDED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SEC. PURSUANT TO
SUCH RULES AND REGULATIONS, THIS REPORT SHALL NOT BE DEEMED "SOLICITING
MATERIAL" FILED WITH THE SEC SUBJECT TO REGULATION 14A OR 14C OF THE SEC OR
SUBJECT TO SECTION 18 OF THE EXCHANGE ACT.
Under the rules and regulations of the Securities and Exchange
Commission, the Company is required to provide certain information with respect
to the compensation and benefits provided to the Company's chief executive
officer ("CEO") and other executive officers of the Company for the Company's
last completed fiscal year. Compensation for the Company's CEO and other
executive officers is generally determined on a calendar year basis, rather than
a fiscal year basis. The Company recently changed its fiscal year end from May
31st to December 31st. Accordingly, the discussion below reflects decisions with
respect to the compensation and benefits provided to the CEO and the other
executive officers for calendar year 1998. Because the Company had no
significant assets, liabilities or operations until December 23, 1997, the
discussion below reflects the policies of the Compensation Committee
(previously, the Budget Committee) of the Bank prior to such date and the
Compensation Committee of the Company subsequent to such date.
The Compensation Committee annually reviews and makes recommendations
to the Board of Directors of the Company regarding the policies that govern
executive compensation and stock ownership programs, including the compensation
of Mr. Dempsey, the Chairman of the Board and CEO of the Company. The
Compensation Committee of the Company is comprised of four members of the Board
of Directors of the Company who are not officers of the Bank or the Company and
for calendar year 1998 consisted of Mr. Nielsen, Mrs. Gorish, Mr. Kennedy and
Mr. Smith.
The overall compensation structure of the Company is aimed at
establishing a compensation package that rewards both individual performance and
the Company's performance and is competitive with compensation levels at
comparable banking institutions. In connection with the conversion of the Bank
from mutual to stock form and the initial public offering of the Company in
1997, the Bank retained a nationally recognized compensation consulting firm as
an independent compensation expert with respect to the Company's plans and
programs. Based upon published professional survey data of similarly situated
publicly-traded financial institutions operating in relevant markets, such firm
rendered an opinion to the Bank that, with respect to the total cash
compensation for executive officers, such compensation, viewed as a whole and on
an individual basis, was reasonable and proper in comparison to the compensation
provided to the executive officers at similarly situated publicly-traded
financial
10
<PAGE>
institutions, and that the shares of stock to be reserved under the ESOP, the
RRP and the Option Plan, as a whole, were reasonable in comparison to similar
publicly-traded financial institutions.
BASE SALARY. In 1997, the Compensation Committee compared the salaries
of the Company's officers with those of nine other peer banks (Catskill Savings
Bank, Cayuga Savings Bank, Cortland Savings Bank, Fulton Savings Bank, Oneida
Savings Bank, Oswego City Savings Bank, The Rome Savings Bank, Skaneatles
Savings Bank and Watertown Savings Bank) and a group of nine other banks located
in the same geographical area as the Bank (Goshen Savings Bank, MSB Bank,
Pawling Savings Bank, Putnam County Savings Bank, Rhinebeck Savings Bank,
Rondout Savings Bank, Sawyer Savings Bank, Ulster Savings Bank and Walden
Savings Bank), taking into account asset size and relative performance. The
relative performance was measured using financial performance factors for the
year 1996 and the first six months of 1997. The peer group and the group of
banks in the Bank's geographical area are different than the companies included
in the Nasdaq Composite Index and Nasdaq Bank Composite Index used in the
Performance Graph on page 13 of this Proxy Statement since these two indices
reflect the stock performance of a significantly broader group of companies and
financial institutions.
Based upon such comparison, the Compensation Committee concluded that,
in order to give the Company's executive officers incentives to keep performing
at their current and higher levels, the salary levels for the Company's CEO and
other executive officers should reflect the level of performance achieved by the
Bank and should be aligned with the interests of the Company's shareholders. In
addition, the Compensation Committee concluded that salary level should take
into account the officer's individual responsibility and performance as well.
STOCK OWNERSHIP PROGRAMS. The Compensation Committee believes that
providing executive officers with significant stock ownership and stock options
aligns the interests of executive officers with the interests of the Company's
shareholders. In this regard, the Company adopted the ESOP at the time of the
Company's initial public offering in 1997. In addition, as contemplated during
the Bank's Conversion and the Company's initial public offering, in April 1998
the Board of Directors of the Company adopted, and in June 1998 the Company's
shareholders approved, the Option Plan and the RRP.
In June 1998, stock options were granted under the Option Plan to
certain officers, including Messrs. Dempsey and Gentile, at an exercise price
equal to the fair market value of the Company's shares on the date of grant.
These grants were awarded to provide an incentive for future performance by
giving the grantees, including the executive officers, equity interests in the
Company. The size of the grants to executive officers were based in part on the
practices of other similar institutions and in part on the performance and
position of the executive officer of the Company. Such stock options are
generally granted for a term of 10 years and generally vest (that is, become
exercisable) 20% upon the first anniversary of the date of grant, and 20% more
on each subsequent anniversary thereof, with 100% vesting in the event of death
or disability.
In June 1998, shares of the Company's stock were awarded under the RRP
to certain officers, including Messrs. Dempsey and Gentile. The number of shares
awarded to each executive officer was based in part on the practices of other
similar institutions and in part on the performance and position of the
executive officer of the Company. Such stock awards generally vest (that is,
become distributable to the officer) 20% upon the first anniversary of the date
of the award, and 20% more on each subsequent anniversary thereof, with 100%
vesting in the event of death or disability.
CHIEF EXECUTIVE OFFICER. The Compensation Committee reviewed the
performance of Mr. Dempsey as the CEO of the Bank and the Company over the prior
year and concluded that his performance was excellent, in terms of the continued
development and achievement of the Bank's and the Company's overall strategic
goals and objectives as set forth in the Bank's business plan, the successful
Conversion of the Bank and the initial public offering of the Company, and the
Bank's and the Company's successful financial results since the Conversion,
including the growth in the Bank's asset base and leveraging of the new capital
raised in the Company's initial public offering. Mr. Dempsey also actively
participated in a variety of outside organizations and causes, including
11
<PAGE>
various community and industry organizations, which served to benefit the
Company. Based upon the foregoing, the Compensation Committee recommended, and
the Board of Directors approved, an increase in Mr. Dempsey's annual rate of
salary from $200,000 for calendar year 1997 to $210,000 for calendar year 1998.
In addition, based on the considerations discussed above, in June 1998, Mr.
Dempsey was granted options to purchase 100,000 shares of the Company's stock
under the Option Plan and was awarded 52,855 shares of the Company's stock under
the RRP. In December 1998, the Compensation Committee recommended, and the Board
of Directors approved, an increase in Mr. Dempsey's annual rate of salary to
$250,000 for calendar year 1999 based upon Mr. Dempsey's continued excellent
performance as CEO of the Bank and the Company during 1998.
The 1998 Compensation Committee:
Henry L. Nielsen, Jr., Chairman
Frances M. Gorish
R. Michael Kennedy
Robert N. Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Compensation Committee consisted of Mr. Nielsen, Mrs.
Gorish, Mr. Kennedy and Mr. Smith. There are no interlocks, as defined under the
rules and regulations of the SEC, between members of the Compensation Committee
or executive officers of the Company and corporations with respect to which such
persons are affiliated, or otherwise.
12
<PAGE>
PERFORMANCE GRAPH
Pursuant to the rules and regulations of the SEC, the graph below,
prepared by SNL Securities, L.C., compares the performance of the Company's
Common Stock with that of the Nasdaq Composite Index (U.S. Companies) and the
Nasdaq Bank Composite Index (banks and bank holding companies, over 99% of which
are based in the United States) from December 23, 1997, the date of the
Company's initial public offering, through December 31, 1998. The graph is based
on an investment of $100 in the Company's Common Stock at its closing price of
$15.625 on December 23, 1997 and assumes the reinvestment of all dividends in
additional shares of the same class of equity securities as those below.
WARWICK COMMUNITY BANCORP, INC.
TOTAL RETURN PERFORMANCE
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------
INDEX 12/23/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Warwick Community Bancorp, Inc. 100.00 111.20 113.60 107.20 81.07 94.97
NASDAQ-- Total US 100.00 104.02 121.71 125.24 113.38 146.23
NASDAQ Bank Index 100.00 102.99 108.88 106.80 90.07 102.01
</TABLE>
______________________________
Note: There can be no assurance that the stock performance of Warwick Community
Bancorp, Inc. will continue into the future with the same or similar
trends depicted in the graph above.
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the Chief
Executive Officer and all executive officers of the Company who received
aggregate salary and bonus in excess of $100,000 during the seven-month period
ended December 31, 1998 (the "Named Executive Officers") for services rendered
in all capacities to the Company and the Bank during the seven-month period
beginning June 1, 1998 and ending December 31, 1998 and during the fiscal years
ending May 31, 1998 and May 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS(1)
------------------------------------------------------------------------------
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARDS OPTIONS PAY- SATION
PRINCIPAL POSITION YEAR* ($)(2) ($) ($)(3) ($)(4) (#)(5) OUTS ($)(6)
- -------------------------- ----- ------- ------- -------- ---------- ------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey 1998 133,656 -- -- 918,356 100,000 -- 32,525
Chairman of the Board and 1998 208,067 -- -- -- -- -- 37,430
Chief Executive Officer 1997 189,750 -- -- -- -- -- 5,052
Ronald J. Gentile 1998 87,514 -- -- 642,840 65,000 -- 24,395
President and Chief 1998 135,282 -- -- -- -- -- 23,717
Operating Officer 1997 123,862 -- -- -- -- -- 3,618
</TABLE>
_________________________
* The figures on the first line for 1998 are for the seven-month period ended
December 31, 1998. The figures on the second and third lines are for the
fiscal years ending May 31, 1998 and May 31, 1997, respectively. For
purposes of determining the officers who received aggregate salary and
bonus in excess of $100,000 during the seven-month period ended December
31, 1998, the $100,000 has been prorated.
(1) For the periods shown, neither the Company nor the Bank had any long-term
incentive plan ("LTIP") in existence.
(2) Salary includes the amount of each individual's salary deferrals under the
401(k) Plan.
(3) For the periods shown, there were no: (a) perquisites with an aggregate
value for any named individual in excess of the lesser of $50,000 or 10% of
the total of the individual's salary and bonus for the year; (b) payments
of above-market preferential earnings on deferred compensation; (c)
payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; or (d) preferential discounts on stock.
(4) Pursuant to the RRP, Mr. Dempsey and Mr. Gentile were awarded 52,855 and
36,998 shares of stock, respectively, as of June 24, 1998, which vest at a
rate of 20% per year over a five-year period beginning on June 24, 1999,
with 100% vesting in cases of death or disability. Dividends which are
declared and paid are distributed at the same time as the related shares.
The dollar amounts shown in the table for the seven-month period ended
December 31, 1998 are based on the closing price of the Common Stock on
June 24, 1998, which was $17.375, as reported on the National Market System
of the Nasdaq Stock Market ("Nasdaq National Market"). The aggregate fair
market value of the stock awards made to Messrs. Dempsey and Gentile were
$779,611 and $545,721, respectively, on December 31, 1998, based on the
closing price of $14.75 per share on that date. During the fiscal years
ended May 31, 1998 and May 31, 1997, neither the Company nor the Bank
maintained any restricted stock plans. For a description of the RRP as
proposed to be amended, see "Proposal Four."
(5) Pursuant to the Option Plan, Mr. Dempsey and Mr. Gentile were awarded
100,000 and 65,000 options, respectively, as of June 24, 1998, which are
exercisable at a rate of 20% per year over a five-year period beginning on
June 24, 1999, with 100% vesting in cases of death or disability. As of
December 31, 1998, none of such options were exercisable. For a description
of the Option Plan as proposed to be amended, see "Proposal Three."
(footnotes continued on next page)
14
<PAGE>
(6) Includes the matching contributions made by the Bank under the 401(k) Plan,
which for the seven-month period ended December 31, 1998 totaled $2,256 for
Mr. Dempsey and $1,596 for Mr. Gentile. Also includes the value of
allocations under the ESOP, which for the seven-month period ended December
31, 1998 totaled $13,909 for Mr. Dempsey and $15,237 for Mr. Gentile. Also
includes the Bank's contributions to the trust established for the BRP
(excluding amounts contributed with respect to supplemental retirement
benefits thereunder) with respect to supplemental 401(k) Plan benefits and
supplemental ESOP benefits, which for the seven-month period ended December
31, 1998 totaled $15,940 for Mr. Dempsey and $7,142 for Mr. Gentile. The
dollar amounts with respect to allocations under the ESOP and contributions
under the BRP with respect to supplemental ESOP benefits are based on
$14.75 per share, the closing price of the Common Stock as reported on the
Nasdaq National Market on December 31, 1998. See "-- 401(k) Plan," "--
Employee Stock Ownership Plan and Trust" and "-- Benefit Restoration Plan."
Also includes the dollar value of the premiums paid by the Bank for the
benefit of the executive officer, which for the seven-month period ended
December 31, 1998 totaled $420 for each of Mr. Dempsey and Mr. Gentile.
EMPLOYMENT AGREEMENTS. Effective upon the Conversion of the Bank, the
Company entered into Employment Agreements with each of Mr. Dempsey, Mr.
Gentile, Mr. Budich and Ms. Sobotor-Littell ("Senior Executives"). The
Employment Agreements provide for three-year terms, with automatic daily
extensions such that the remaining terms of the Employment Agreements shall be
three years unless written notice of non-renewal is given by the Company or the
Senior Executive, and, in any event, will terminate on the last day of the month
following the Senior Executive's 68th birthday. The Employment Agreements
provide that the Senior Executive's base salary will be reviewed annually. It is
anticipated that this review will be performed by the Company's Compensation
Committee and approved by the non-employee members of the Board of Directors,
and the Senior Executive's base salary may be increased on the basis of such
officer's job performance and the overall performance of the Company. The
Employment Agreements also provide for, among other things, entitlement to
participation in stock, retirement and welfare benefit plans and reimbursement
for ordinary and necessary business expenses. Senior Executives would also be
entitled to reimbursement of certain costs incurred in interpreting or enforcing
the Employment Agreements. The Employment Agreements provide for termination by
the Company at any time for "cause" as defined in the Employment Agreements.
In the event that (i) the Company terminates a Senior Executive's
employment for reasons other than for cause, (ii) a Senior Executive resigns
from the Company for certain reasons specified in the Employment Agreements or
(iii) a "change of control" as defined in the Employment Agreements occurs, the
Senior Executive (or, in the event of the Senior Executive's death, such Senior
Executive's estate) would be entitled to a lump sum cash payment in an amount
generally equal to (a) the Senior Executive's earned but unpaid salary, (b) the
present value of the amount the Senior Executive would have earned in salary had
he or she continued working through the unexpired term of the Employment
Agreement and (c) the present value of the additional contributions or benefits
that such Senior Executive would have earned under the specified employee
benefit plans or programs of the Bank or the Company during the remaining term
of the Employment Agreement and payments that would have been made under any
incentive compensation plan during the remaining term of the Employment
Agreement. The Employment Agreements also provide for the cashout of any stock
options, appreciation rights or restricted stock as if the Senior Executive was
fully vested. The Bank and the Company would also continue the Senior
Executive's life, health and any disability insurance or other benefit plan
coverage for the remaining term of the Employment Agreement. Reasons specified
as grounds for resignation for purposes of the Employment Agreements include:
failure to elect or re-elect the Senior Executive to such officer's position;
failure to vest in the Senior Executive the functions, duties or authority
associated with such position; if the Senior Executive is a member of the Board
of Directors of the Bank or Company, failure to re-nominate or re-elect such
Senior Executive to such Board; any material breach of contract by the Bank or
the Company that is not cured within 30 days after written notice thereof; or a
change in the Senior Executive's principal place of employment to a location in
excess of 50 miles from the Bank's principal office in Warwick, New York. In
general, for purposes of the Employment Agreements and the plans maintained by
the Company or the Bank, a "change of control" will generally be deemed to occur
when a person or group of persons acting in concert acquires beneficial
ownership of 25% or more of any class of equity security of the Company or the
Bank, upon shareholder approval of certain mergers or consolidations of the
Company or the Bank, upon liquidation or sale of substantially all the assets of
15
<PAGE>
the Company or the Bank or upon a contested election of directors which results
in a change in the majority of the Board of Directors.
Cash and benefits paid to a Senior Executive under the Employment
Agreement, together with payments under other benefit plans, following a change
of control of the Bank or the Company may constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended
("Code"), resulting in the imposition of a 20% excise tax on the recipient and
the denial of the deduction for such excess amounts to the Company and the Bank.
In the event that any amounts paid to a Senior Executive following a change of
control would constitute excess parachute payments, the Employment Agreements
provide that such Senior Executives will be indemnified for any excise taxes
imposed due to such excess parachute payments, and any additional excise, income
and employment taxes imposed as a result of such tax indemnification.
EMPLOYEE RETENTION AGREEMENTS. Effective upon the Conversion, the Bank
entered into Retention Agreements with each of Mr. Haggerty, Ms. Lyons, Ms. Rudy
and Mr. Arthur S. Anderson ("Contract Employees"). The purpose of the Retention
Agreements is to secure the Contract Employees' continued availability and
attention to the Bank's affairs, relieved of distractions arising from the
possibility of a corporate change of control. The Retention Agreements do not
impose an immediate obligation on the Bank to continue the Contract Employees'
employment, but provide for a period of assured employment ("Assurance Period")
in the event of a "change of control" as defined in the Retention Agreements,
which definition is similar to the definition of change of control contained in
the Employment Agreements. The Retention Agreements provide for one-year terms,
with automatic daily extensions such that the remaining term shall be one year
unless written notice of non-renewal is given by the Bank or the Contract
Employee, and, in any event, will end on the last day of the month following the
Contract Employee's 68th birthday. The Retention Agreements provide for an
initial Assurance Period of one year commencing on the date of a change of
control during the term of the Retention Agreement. In general, the applicable
Assurance Periods will be automatically extended on a daily basis under the
Retention Agreements until written notice of non-extension is given by the Bank
or the Contract Employee, in which case the Assurance Period would end on the
first anniversary of the date such notice is given.
If a Contract Employee is discharged without "cause," as defined in the
Retention Agreements, during the Assurance Period, or prior to the commencement
of the Assurance Period but within 3 months of, and in connection with, a change
of control, or the Contract Employee voluntarily resigns during the Assurance
Period for certain specified reasons, the Contract Employee (or, in the event of
the Contract Employee's death, such Contract Employee's estate) would be
entitled to a lump sum cash payment in an amount generally equal to (a) the
Contract Employee's earned but unpaid salary, (b) the present value of the
amount the Contract Employee would have earned in salary had he or she continued
working during the remaining term of the Assurance Period and (c) the present
value of the additional contributions or benefits that such that Contract
Employee would have earned under the specified employee benefit plans or
programs of the Bank or Company during the remaining term of the Assurance
Period. Reasons specified as grounds for resignation for purposes of the
Retention Agreements include: failure to elect or re-elect the Contract Employee
to such officer's position; failure to vest in the Contract Employee the
functions, duties or authority associated with such position; if the Contract
Employee is a member of the Board of Directors of the Bank or Company, failure
to re-nominate or re-elect such Contract Employee to such Board; certain
reduction in salary or material reduction in benefits; any material breach of
contract by the Bank or the Company that is not cured within 30 days after
written notice thereof; or a change in the Contract Employee's principal place
of employment to a location in excess of 50 miles from the Bank's principal
office in Warwick, New York.
The Retention Agreements also provide for the cashout of stock options,
appreciation rights or restricted stock as if the Contract Employee was fully
vested. Each Contract Employee's life, health and any disability coverage would
also be continued during the Assurance Period. The total amount of termination
benefits payable to each Contract Employee under the Retention Agreements is
limited to three times the Contract Employee's average total compensation for
the prior five calendar years. Payments to the Contract Employees under their
16
<PAGE>
respective Retention Agreements will be guaranteed by the Company to the extent
that the required payments are not made by the Bank.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company established, and
the Bank adopted, for the benefit of eligible employees, an ESOP and related
trust, which became effective upon completion of the Conversion. Substantially
all employees of the Bank or the Company who have completed 1,000 hours of
service during a consecutive twelve-month period will be eligible to become
participants in the ESOP.
Generally, shares held in the ESOP trust are allocated among the
accounts of participants who are employees of the Bank or the Company on the
last day of the plan year on the basis of the participants' total taxable
compensation for the year of allocation. Benefits generally become vested at the
rate of 20% per year beginning on a participant's third year of service, with
100% vesting after seven years of service (including past service). Participants
also become immediately vested upon termination of employment due to death,
retirement at age 65 or older, permanent disability or upon the occurrence of a
change of control. The ESOP generally provides that, upon certain changes of
control as described in the ESOP, unallocated shares in the ESOP will be sold to
repay any outstanding loan and all remaining unallocated shares or proceeds
thereof will be allocated among participants who were employed immediately
preceding the change of control in proportion to compensation for that part of
the year prior to the change of control.
A participant who terminates employment prior to the end of a plan year
for reasons other than death, retirement or disability will not receive an
allocation under the ESOP for that plan year. Forfeitures will be reallocated
among remaining participating employees in the same proportion as the annual
allocation that is made on the basis of compensation. Vested benefits may be
paid in a single sum or installment payments and are payable upon death,
retirement at age 65 or older, disability or separation from service.
The ESOP is administered by the Bank as the Plan Administrator and by a
committee established pursuant to the ESOP ("ESOP Committee"). Marine Midland
Bank has been appointed as the trustee for the ESOP. The ESOP Committee may
instruct the trustee regarding investment of funds contributed to the ESOP. The
ESOP trustee, subject to its fiduciary duty, must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Under the ESOP, unallocated shares generally will be voted in a manner
calculated to most accurately reflect the instructions received from
participants regarding the allocated stock as long as such vote is in accordance
with the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
STOCK OPTION PLAN. The Board of Directors of the Company adopted the
Option Plan, which was subsequently approved by the Company's shareholders on
June 24, 1998. On February 2, 1998, the Board of Directors adopted the proposed
amendments to the Option Plan, subject to the approval of the shareholders of
the Company at the Annual Meeting. For a complete description of the Option Plan
and the proposed amendments to the Option Plan, see "Proposal Three."
The following table summarizes the grants of stock options that were
made to the CEO and the Named Executive Officers during the seven-month period
ended December 31, 1998.
17
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1998
INDIVIDUAL GRANTS
--------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE-AT-ASSUMED
NUMBER OF OPTIONS/ ANNUAL-RATE-OF-STOCK-
SECURITIES SARS PRICE-APPRECIATION-FOR
UNDERLYING GRANTED TO OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN EXERCISE OR -----------------------
GRANTED FISCAL-YEAR BASE-PRICE EXPIRATION 5% 10%
NAME (#)(1) (%) ($ PER SHARE) DATE ($) ($)
- -------------------- ------------- -------------- --------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey 100,000 17.7 17.00 06/24/08 $1,069,121 $2,709,362
Ronald J. Gentile 65,000 11.5 17.00 06/24/08 $694,929 $1,761,085
</TABLE>
__________________________
(1) The options set forth in the above table were granted on June 24, 1998 and
generally remain exercisable until June 24, 2008, subject to earlier
expiration upon termination of employment, as defined in the Option Plan.
The options generally vest at a rate of 20% per year over a five-year
period beginning on June 24, 1999. In the case of termination due to death
or disability, all options granted become immediately exercisable.
(2) The dollar amounts under these columns are the result of calculations
assuming that the Company's Common Stock appreciates in value from the date
of grant to the end of the option term at an annualized rate of 5% and 10%
per year, the assumed percentages set by the SEC. The amounts shown are not
intended to forecast possible future appreciation, if any, in the price of
the Company's Common Stock.
The following table provides certain information with respect to the
number of shares of Common Stock represented by unexercised options held by the
CEO and the Named Executive Officers as of December 31, 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES DURING 1998
AND 1998 YEAR-END OPTION/SAR VALUES
-----------------------------------
NUMBER OF
SHARES VALUE SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED REALIZED UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ON ON AT YEAR-END 1998 AT YEAR-END 1998
EXERCISE EXERCISE (#)(1) ($)(2)
NAME (#)(1) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ---------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey -- -- 0 100,000 -- 0
Ronald J. Gentile -- -- 0 65,000 -- 0
</TABLE>
_________________________
(1) None of the outstanding options held by the Named Executive Officers were
exercisable as of December 31, 1998.
(2) As of December 31, 1998, none of the outstanding options held by the Named
Executive Officers were in-the-money based upon the difference between
$14.75, the closing price of the Common Stock as reported on the Nasdaq
National Market on December 31, 1998, and the $17.00 exercise price of the
options.
RECOGNITION AND RETENTION PLAN. The Board of Directors of the Company
adopted the RRP, which was subsequently approved by the Company's shareholders
on June 24, 1998. On February 2, 1999, the Board of Directors adopted the
proposed amendments to the RRP, subject to the approval of the shareholders of
the
18
<PAGE>
Company at the Annual Meeting. For a complete description of the RRP and the
proposed amendments to the RRP, see "Proposal Four."
401(K) PLAN. The Bank maintains The Warwick Savings Bank 401(k) Savings
Plan ("401(k) Plan"), a tax-qualified profit-sharing plan under Sections 401(a)
and 401(k) of the Code. Employees who satisfy prescribed eligibility
requirements may make pre-tax salary deferrals under section 401(k) of the Code.
Salary deferrals are made by election, subject to the limits prescribed by the
401(k) Plan and a limit imposed under the Code (which is $10,000 for 1998). The
Bank makes matching contributions equal to a percentage of salary contributions
determined annually by the Bank, up to 3% of salary. Employees are fully vested
in their salary deferrals and become incrementally vested in the Bank's
contribution after one year and fully vested in the Bank's contributions after
five years.
The Bank amended the 401(k) Plan in connection with the Conversion to
provide that the Bank's matching contributions will be invested in an investment
fund consisting primarily of Common Stock of the Company. In addition,
participating employees may elect to invest all or a portion of their remaining
account balances in such investment fund or the other investment funds provided
under the 401(k) Plan. Common Stock held by the 401(k) Plan may be newly issued
or treasury shares acquired from the Company or outstanding shares purchased in
the open market or in privately negotiated transactions. All Common Stock held
by the 401(k) Plan is held by an independent trustee and allocated to the
accounts of individual participants. Participants control the exercise of voting
and tender rights relating to the Common Stock held in their accounts.
PENSION PLAN. The Bank maintains The Warwick Savings Bank Defined
Benefit Pension Plan ("Pension Plan"), a non-contributory, tax-qualified defined
benefit pension plan, for eligible employees. All employees, except (i) those
paid on an hourly basis or contract basis, (ii) leased employees or (iii)
employees regularly employed by outside employers for maintenance of properties,
are eligible to participate in the Pension Plan upon the later of (i) the end of
the twelve-month period in which he or she completes 1,000 hours of service or
(ii) the date he or she attains age 21. The Pension Plan provides an annual
benefit for each participant, including the executive officers named in the
Summary Compensation Table above, equal to 2% of the participant's average
annual compensation, multiplied by the participant's years of credited service,
up to a maximum of 30 years.
Average annual compensation is the average of a participant's
compensation over the three years of employment out of the participant's last
10-year period of employment during which the participant's compensation is the
highest. A participant is fully vested in his or her pension benefit after five
years of service. The Pension Plan is funded by the Bank on an actuarial basis,
and all assets are held in trust by the Pension Plan trustee.
BENEFIT RESTORATION PLAN. In connection with the Conversion, the Bank
adopted the Benefit Restoration Plan of The Warwick Savings Bank ("BRP") to
provide eligible employees with the benefits that would be due to such employees
under the Pension Plan, the 401(k) Plan and the ESOP if such benefits were not
limited under the Code. The BRP is also intended to make up allocations lost by
participants of the ESOP who retire prior to the complete repayment of the ESOP
loan. BRP benefits to be provided with respect to the Pension Plan are reflected
in the pension table and BRP benefits to be provided with respect to the ESOP
and the 401(k) Plan are reflected in the Summary Compensation Table.
PENSION PLAN TABLE. The following table sets forth the estimated annual
benefits payable under the Pension Plan upon a participant's normal retirement
at age 65, expressed in the form of a single life annuity, and any related
amounts payable under the BRP, for the average annual compensation and years of
credited service specified.
19
<PAGE>
<TABLE>
<CAPTION>
PENSION PLAN TABLE(1)
YEARS OF CREDITED SERVICE AT RETIREMENT
AVERAGE ANNUAL ------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35(2)
- ----------------- ---------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
$125,000 $37,500 $ 50,000 $ 62,500 $ 75,000 $ 75,000
150,000 45,000 60,000 75,000 90,000 90,000
175,000(3) 52,500 70,000 87,500 105,000 105,000
200,000(3) 60,000 80,000 100,000 120,000 120,000
225,000(3) 67,500 90,000 112,500 135,000(4) 135,000(4)
250,000(3) 75,000 100,000 125,000 150,000(4) 150,000(4)
300,000(3) 90,000 120,000 150,000(4) 180,000(4) 180,000(4)
</TABLE>
_______________________
(1) The annual benefits shown in the table above assume the participant would
receive his or her retirement benefits under the Pension Plan and the BRP
in the form of a straight life annuity at normal retirement age.
(2) Normal retirement benefits are limited to 60% of average annual
compensation.
(3) For the Pension Plan year ending September 30, 1998, the annual
compensation for calculating benefits under the Pension Plan may not exceed
$160,000 (as adjusted for subsequent years pursuant to Code provisions).
The limitation is $160,000 for the plan year beginning October 1, 1998 and
will be adjusted to reflect cost of living increases after 1998 in
accordance with Section 401(a)(17) of the Code. The table reflects amounts
payable in conjunction with the BRP.
(4) These are hypothetical benefits based upon the Pension Plan's normal
retirement benefit formula. The maximum annual benefit permitted under
Section 415 of the Code in 1998 is $130,000 or, if higher, a member's
current accrued benefit as of December 31, 1982 (but not more than
$136,425). The $130,000 ceiling will be adjusted to reflect cost of living
increases after 1998 in accordance with Section 415 of the Code. The BRP
will provide the difference between the amounts appearing in this table and
the maximum amount allowed by the Code.
The following table sets forth the years of credited service and the
average annual compensation (as defined above), determined as of December 31,
1998, for each of the individuals named in the Summary Compensation Table.
YEARS OF CREDITED SERVICE AVERAGE ANNUAL
------------------------- --------------
YEARS MONTHS COMPENSATION
----- ------ ------------
Mr. Dempsey......... 25 6 $206,812
Mr. Gentile......... 8 7 $133,006
TRANSACTIONS WITH CERTAIN RELATED PERSONS
From time to time the Bank makes loans or extends credit to its
executive officers and to certain persons related to its executive officers and
directors, to the extent consistent with applicable laws and regulations. All
such loans are made by the Bank in the ordinary course of business and on the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and do not and will not
involve more than the normal risk of collectibility or present other unfavorable
features. The outstanding principal balance of such loans to executive officers
and to persons related to executive officers and directors totaled approximately
$364,695 as of December 31, 1998. In addition, the Bank has committed a line of
credit of $2.5 million to the Warwick Valley Telephone Company, of which
$400,000 was outstanding at December 31, 1998. Mr. Knipp is the Chief Executive
Officer and Mr. Nielsen is a director of the Warwick Valley Telephone Company.
20
<PAGE>
Mr. Krahulik is a partner in the law firm of Beattie & Krahulik, which
the Bank retains to provide certain legal services. In the seven-month period
ended December 31, 1998, the Bank paid $102,620 for legal services provided
during such period. In addition, the firm received fees in the amount of
approximately $459,869 from third parties pursuant to its representation of the
Bank in loan closings and other legal matters for the seven-month period ended
December 31, 1998. WSB Mortgage and Beattie & Krahulik are co-tenants on the
lease for WSB Mortgage's office in West Milford, New Jersey.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors
and executive officers, and any person holding more than ten percent of the
Company's Common Stock, are required to file initial reports of ownership of the
Company's Common Stock and reports of changes in that ownership with the SEC.
Specific due dates for these reports have been established, and the Company is
required to disclose in this Proxy Statement any failure to file by these dates
during the seven-month period ended December 31, 1998. All of such filing
requirements of the Company's directors and executive officers were satisfied
during the seven-month period ended December 31, 1998, based upon their written
representations and copies of the reports that they have filed with the SEC.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Arthur Andersen LLP to
act as independent auditors for the Company for the fiscal year ending December
31, 1999, subject to ratification of such appointment by the Company's
shareholders. Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting. The representatives will have an opportunity to make a
statement if they desire to do so and will be available to respond to questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY
PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE STOCK OPTION PLAN
OF WARWICK COMMUNITY BANCORP, INC.
GENERAL PLAN INFORMATION
The Company adopted the Option Plan subject to approval by shareholders
of the Company, and the shareholders approved the Option Plan on June 24, 1998
("Option Plan Effective Date"). The Option Plan provides for the grant of
options to purchase Common Stock of the Company ("Options") to certain officers,
employees and outside directors of the Company, the Bank or any affiliate
approved by the Company's Board of Directors. The Option Plan is not subject to
ERISA and is not a tax-qualified plan under the Code. Pursuant to
21
<PAGE>
the regulations of the New York Banking Board ("NYBB") and the Federal Deposit
Insurance Corporation ("FDIC") applicable to management stock benefit plans
established or implemented by a savings bank or its holding company within one
year following the completion of the savings bank's mutual to stock conversion,
the Option Plan contains certain restrictions and limitations, including, among
others, provisions requiring the vesting of Options granted under the Option
Plan to occur no more rapidly than 20% per year beginning on the first
anniversary of the date the Option Plan is approved by shareholders, with
accelerated vesting only in cases of death or disability of the Option holder.
The Board of Directors has adopted amendments to the Option Plan,
subject to approval by shareholders of the Company at the Annual Meeting, for
the purpose of allowing accelerated vesting of Options upon the "retirement" of
the Option holder or a "change in control" of the Company, as such terms are
defined in the Option Plan, and to make certain other changes to the Option
Plan, as described below (these changes are collectively referred to herein as
the "Option Plan Amendments"). The Option Plan Amendments do not increase the
number of shares reserved for issuance under the Option Plan, decrease the price
per share at which Options may be granted under the Option Plan or alter the
classes of individuals eligible to participate in the Option Plan. In the event
that the Option Plan Amendments are not approved by shareholders at the Annual
Meeting, the Option Plan Amendments will not take effect, but the Option Plan as
originally adopted will remain in effect. The principal provisions of the Option
Plan, as it would be amended by the Option Plan Amendments, are summarized
below. The full text of the Option Plan Amendments is set forth as Appendix A to
this Proxy Statement, to which reference is made, and the summary of the Option
Plan Amendments provided below is qualified in its entirety by such reference.
DESCRIPTION OF THE OPTION PLAN
ADMINISTRATION. The Board of Directors and the members of the
Compensation Committee who are Disinterested Directors ("Option Committee")
administer the Option Plan. Subject to certain specific limitations and
restrictions set forth in the Option Plan and such limitations as may be imposed
from time to time by the Board of Directors, the Option Committee has the
authority to interpret the Option Plan, to prescribe, amend and rescind rules
and regulations, if any, relating to the Option Plan and to make all
determinations necessary or advisable for the administration of the Option Plan.
STOCK SUBJECT TO THE OPTION PLAN. The Company reserved 660,654 shares
of Common Stock ("Option Shares") for issuance upon the exercise of Options.
Such Option Shares may be authorized and unissued shares or shares previously
issued and reacquired by the Company.
ELIGIBILITY. Subject to the terms of the Option Plan, employees,
directors and officers of the Company, the Bank or any affiliate approved by the
Company's Board of Directors are eligible to participate in the Option Plan.
TERMS AND CONDITIONS OF OPTIONS. The Option Plan provides for the grant
of options which qualify for favorable federal income tax treatment as
"incentive stock options" ("ISOs") and non-qualified stock options which do not
so qualify ("NQSOs"). ISOs are subject to certain restrictions under the Code.
Unless otherwise designated by the Option Committee, Options granted under the
Option Plan will be NQSOs, will be exercisable at a price per share equal to the
fair market value of a share of Common Stock on the date of the Option grant and
will be exercisable for a period of ten years after the date of grant, subject
to earlier expiration upon termination of employment, as defined in the Option
Plan.
Currently, the Option Plan requires that Options granted under the
Option Plan become exercisable no more rapidly than 20% per year beginning on
June 24, 1999, with accelerated vesting only upon death or disability of the
Option holder. The proposed Option Plan Amendments would permit accelerated
vesting upon a "change
22
<PAGE>
in control" of the Company or the "retirement" of the Option holder, as such
terms are defined in the Option Plan. Pursuant to the Option Plan, as amended by
the Option Plan Amendments, all Options that are outstanding as of the date of
the Option holder's retirement or a change in control of the Company will
automatically become fully vested and exercisable.
MERGERS AND REORGANIZATIONS; ADJUSTMENTS FOR EXTRAORDINARY DIVIDENDS.
The number of shares available under the Option Plan and the outstanding Options
will be adjusted to reflect any merger, consolidation or business reorganization
in which the Company is the surviving entity, and to reflect any stock split,
stock dividend or other event generally affecting the number of shares. The
Option Plan currently provides that, if a merger, consolidation or other
business reorganization occurs and the Company is not the surviving entity,
outstanding exercisable Options may be canceled upon 30 days' written notice to
the Option holder so long as the Option holder receives payment determined by
the Company's Board of Directors to be the equivalent value of the canceled
Options. The proposed Option Plan Amendments would permit the Board of Directors
to cancel and provide payment for any Options, whether or not exercisable, under
such circumstances.
The Option Plan currently provides that the Company may, in the
discretion of the Option Committee, either make a cash payment to Option holders
or adjust the exercise price, or a combination of both, to equitably reflect any
extraordinary non-stock dividend that may be paid which results in a non-taxable
return of capital or to reflect any other distribution of property to
shareholders otherwise than by dividend; PROVIDED, HOWEVER, that no such action
will be taken without the approval of the Superintendent of Banks of the State
of New York until the shareholders of the Company have voted to approve such
provisions of the Option Plan by a majority of the votes cast in a vote taken
after December 23, 1998. Approval of the Option Plan Amendments will effectively
eliminate the existing requirement to obtain the Superintendent's approval for
any such action. The Company has no present intention to take any such action.
TERMINATION OR AMENDMENT OF THE OPTION PLAN
Unless sooner terminated, the Option Plan will terminate automatically
on the day preceding the tenth anniversary of the Option Plan Effective Date.
The Board may suspend or terminate the Option Plan in whole or in part at any
time prior to the tenth anniversary of the Option Plan Effective Date by giving
written notice of such suspension or termination to the Option Committee. In the
event of any suspension or termination of the Option Plan, all Options
theretofore granted under the Option Plan that are outstanding on the date of
such suspension or termination of the Option Plan will remain outstanding under
the terms of the agreements granting such Options.
The Board may amend or revise the Option Plan in whole or in part at
any time, but if the amendment or revision amends a material term of the Option
Plan, such amendment or revision will be subject to approval by the shareholders
of the Company to the extent required to comply with Section 162(m) of the Code.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO
THE STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
23
<PAGE>
PROPOSAL FOUR
APPROVAL OF AMENDMENTS TO THE RECOGNITION AND RETENTION PLAN
OF WARWICK COMMUNITY BANCORP, INC.
GENERAL PLAN INFORMATION
The Company adopted the RRP subject to approval by shareholders of the
Company, and the shareholders approved the RRP on June 24, 1998 ("RRP Effective
Date"). The RRP provides for stock awards ("Awards") to certain officers,
employees, outside directors and directors emeritus of the Company, the Bank or
any affiliate approved by the Company's Board of Directors. The RRP is not
subject to ERISA and is not a tax-qualified plan under the Code. Pursuant to the
regulations of the NYBB and the FDIC applicable to management stock benefit
plans established or implemented by a savings bank or its holding company within
one year following the completion of the savings bank's mutual to stock
conversion, the RRP contains certain restrictions and limitations, including,
among others, provisions requiring the vesting of Awards granted under the RRP
to occur no more rapidly than 20% per year beginning on the first anniversary of
the date the RRP is approved by shareholders, with accelerated vesting only in
cases of death or disability of the Award holder.
The Board of Directors has adopted amendments to the RRP, subject to
approval by shareholders of the Company at the Annual Meeting, for the purpose
of allowing accelerated vesting of Awards upon the "retirement" of the Award
holder or a "change in control" of the Company, as such terms are defined in the
RRP (these changes are collectively referred to herein as the "RRP Amendments").
The RRP Amendments do not increase the number of shares reserved for Awards
under the RRP or alter the classes of individuals eligible to participate in the
RRP. In the event that the RRP Amendments are not approved by shareholders at
the Annual Meeting, the RRP Amendments will not take effect, but the RRP as
originally adopted will remain in effect. The principal provisions of the RRP,
as it would be amended by the RRP Amendments, are summarized below. The full
text of the RRP Amendments is set forth as Appendix B to this Proxy Statement,
to which reference is made, and the summary of the RRP Amendments provided below
is qualified in its entirety by such reference.
DESCRIPTION OF THE RRP
ADMINISTRATION. The Board of Directors and the members of the
Compensation Committee who are Disinterested Directors ("RRP Committee")
administer the RRP. Subject to certain specific limitations and restrictions set
forth in the RRP, and such limitations as may be imposed from time to time by
the Board of Directors, the RRP Committee has authority to interpret the RRP, to
prescribe, amend and rescind rules and regulations, if any, relating to the RRP
and to make all determinations necessary or advisable for the administration of
the RRP.
STOCK SUBJECT TO THE RRP. The Company has established a trust ("RRP
Trust") and has contributed to the RRP Trust a sufficient amount to permit the
RRP trustee to purchase 264,261 shares of Common Stock.
ELIGIBILITY. Subject to the terms of the RRP, employees, officers,
outside directors and directors emeritus of the Company, the Bank or any
affiliate approved by the Company's Board of Directors are eligible to
participate in the RRP.
TERMS AND CONDITIONS OF AWARDS. Stock subject to Awards is held in
trust pursuant to the RRP until vested. An individual to whom an Award is
granted is entitled to exercise voting rights and receive dividends with respect
to stock subject to Awards granted to him whether or not vested, which will be
distributed at the same time as the related shares.
24
<PAGE>
The shares covered by an Award will become vested in accordance with
the terms of the Award and, as soon as practicable following such vesting, the
trustee will transfer the shares to the recipient. Currently, the RRP requires
that Awards granted will vest no more rapidly than 20% per year beginning on
June 24, 1999, with accelerated vesting only upon death or disability. The
proposed RRP Amendments would permit accelerated vesting upon a "change in
control" of the Company or the "retirement" of an Award holder, as such terms
are defined in the RRP. Pursuant to the RRP, as amended by the RRP Amendments,
all Awards that are outstanding as of the date of the Award holder's retirement
or a change in control of the Company will automatically become fully vested.
TERMINATION OR AMENDMENT OF THE RRP
The Board may suspend or terminate the RRP in whole or in part at any
time by giving written notice of such suspension or termination to the RRP
Committee, but the RRP may not be terminated while there are outstanding Awards
that may thereafter become vested. Upon the termination of the RRP, the trustee
shall make distributions from the RRP Trust in such amounts and to such persons
as the RRP Committee may direct and shall return the remaining assets of the RRP
Trust, if any, to the Company. The Board of Directors of the Company may amend
or revise the RRP in whole or in part at any time.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
ADDITIONAL INFORMATION
NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING
The By-Laws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or received by the Corporate Secretary not later than the following
dates: (i) with respect to an annual meeting of shareholders, 60 days in advance
of the anniversary of the previous year's annual meeting if the current year's
meeting is to be held within 30 days prior to, on the anniversary date of, or
after the anniversary of the previous year's annual meeting; and (ii) with
respect to an annual meeting of shareholders held at a time other than within
the time periods set forth in the immediately preceding clause (i), or with
respect to a special meeting of shareholders for the election of directors, the
close of business on the 10th day following the date on which notice of such
meeting is first given to shareholders. Notice shall be deemed to first be given
to shareholders when disclosure of such date of the meeting of shareholders is
first made in a press release reported to the Dow Jones News Services,
Associated Press or comparable national news service, or in a document publicly
filed by the Company with the SEC pursuant to Section 13, 14 or 15(d) of the
Exchange Act. A shareholder's notice to the Corporate Secretary shall set forth
such information as required by the By-Laws of the Company. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy card relating to an annual meeting any shareholder proposal
or nomination which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal or nomination is
received. See "-- Date For Submission of Shareholder Proposals."
25
<PAGE>
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Pursuant to the proxy soliciting regulations of the SEC, any
shareholder proposal intended for inclusion in the Company's proxy statement and
proxy card relating to the Company's 2000 Annual Meeting of Shareholders must be
received by the Company on or before November 17, 1999. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy card for such meeting any shareholder proposal which does
not meet the requirements of the SEC in effect at the time. Any such proposal
will be subject to 17 C.F.R. ss.240.14a-8 of the rules and regulations
promulgated by the SEC under the Exchange Act.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be brought before the shareholders
at the Annual Meeting. If, however, any other matters not now known are properly
brought before the meeting, the persons named in the accompanying Proxy Card
will vote the shares represented by all properly executed proxies on such
matters in such manner as shall be determined by a majority of the Board of
Directors.
FINANCIAL STATEMENTS
A copy of the Company's Annual Report for the transition period
beginning June 1, 1998 and ending December 31, 1998, containing consolidated
statements of financial condition as of December 31, 1998 and May 31, 1998 and
related consolidated statements of income, changes in shareholders' equity and
cash flows for the seven-month period ended December 31, 1998 and the fiscal
years ended May 31, 1998 and 1997, prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. The
consolidated financial statements have been audited by Arthur Andersen LLP whose
report thereon appears in the Annual Report. The Annual Report serves as the
Bank's Annual Disclosure Statement for purposes of the regulations of the
Federal Deposit Insurance Corporation. Upon request, shareholders will be
furnished, free of charge, an additional copy of the Annual Report.
The Company is required to file a transition report on Form 10-K for
the transition period beginning June 1, 1998 and ending December 31, 1998 with
the SEC. Shareholders may obtain, free of charge, a copy of such transition
report (excluding exhibits) by writing to Margaret E. Sgombick, Assistant Vice
President and Marketing Director, The Warwick Savings Bank, P.O. Box 591,
Warwick, New York 10990-0591. A copy of the Form 10-K is also available on the
SEC's Electronic Data Gathering Analysis and Retrieval ("EDGAR") System at the
SEC's website, www.sec.gov.
By Order of the Board of Directors,
By: /s/ Nancy L. Sobotor-Littell
----------------------------------
Nancy L. Sobotor-Littell
Corporate Secretary
Warwick, New York
March 19, 1999
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
26
<PAGE>
Appendix A
----------
FIRST AMENDMENT TO THE
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
Pursuant to Section 8.2 of the Stock Option Plan of Warwick Community
Bancorp, Inc. ("Plan"), the Plan is amended as follows, effective as of the
effective dates set forth below:
1. ARTICLE II -- Effective as of June 24, 1998, Section 2.9 shall be amended
in its entirety to read as follows:
SECTION 2.9 EFFECTIVE DATE means June 24, 1998.
2. ARTICLE V-- Effective as of December 24, 1998, the proviso appearing at the
end of section 5.3(b) shall be amended and restated in its entirety to read as
follows:
PROVIDED, HOWEVER, that such an Option shall become fully
exercisable, and all optioned Shares not previously
purchased shall become available for purchase, on the date
of the Option holder's death, Disability or Retirement or
upon the date of a Change in Control.
3. ARTICLE VI -- Effective as of December 24, 1998, the first proviso appearing
at the end of section 6.5(c) shall be amended and restated in its entirety to
read as follows:
PROVIDED, HOWEVER, that such an Option shall become fully
exercisable, and all optioned Shares not previously
purchased shall become available for purchase, on the date
of the Option holder's death, Disability or Retirement or
upon the date of a Change in Control;
4. ARTICLE VIII-- Effective as of December 24, 1998, the first clause of
section 8.3(b) shall be amended and restated to read as follows:
In the event of any merger, consolidation, or other business
reorganization in which the Company is not the surviving
entity, any Options granted under the Plan which remain
outstanding, whether or not exercisable, may be canceled as
of the effective date of such merger, consolidation,
business reorganization, liquidation or sale by the Board
upon 30 days' written notice to the Option holder;
5. ARTICLE VIII -- Effective as of April 20, 1999, section 8.3(c) shall be
amended and restated to read as follows:
(c) In the event that the Company shall declare and
pay any dividend with respect to Shares (other than a dividend
payable in Shares) which results in a nontaxable return of
capital to the holders of Shares for federal income tax
purposes or otherwise than by dividend makes distribution of
property to the holders of its Shares, the Company shall, in
the discretion of the Committee, either:
(i) make an equivalent payment to each Person
holding an outstanding Option as of the record date for
such dividend. Such payment shall be made at
substantially the same time, in substantially the same
form and in substantially
A-1
<PAGE>
the same amount per optioned Share as the dividend or
other distribution paid with respect to outstanding
Shares; PROVIDED, HOWEVER, that if any dividend or
distribution on outstanding Shares is paid in property
other than cash, the Company, in the Committee's
discretion, may make such payment in a cash amount per
optioned Share equal in fair market value to the fair
market value of the non-cash dividend or distribution;
or
(ii) adjust the Exercise Price of each outstanding
Option in such manner as the Committee may determine to
be appropriate to equitably reflect the payment of the
dividend; or
(iii) take the action described in section
8.3(c)(i) with respect to certain outstanding Options
and the action described in section 8.3(c)(ii) with
respect to the remaining outstanding Options.
A-2
<PAGE>
Appendix B
----------
FIRST AMENDMENT TO THE
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
Pursuant to Section 8.2 of the Recognition and Retention Plan of
Warwick Community Bancorp, Inc. ("Plan"), the Plan is amended as follows,
effective as of the effective dates set forth below:
1. ARTICLE II -- Effective as of June 24, 1998, Section 2.12 shall be amended
in its entirety to read as follows:
SECTION 2.12 EFFECTIVE DATE means June 24, 1998.
2. ARTICLE II -- Effective as of December 24, 1998, Article II shall be amended
by adding the following new section 2.22 "Retirement" immediately after section
2.21 appearing therein and redesignating all remaining sections of Article II
and all cross-references thereto accordingly. Section 2.22 shall read in its
entirety as follows:
SECTION 2.22 RETIREMENT means retirement at or after the
normal or early retirement date set forth in any tax-
qualified retirement plan of the Bank.
3. ARTICLE VI -- Effective as of December 24, 1998, the first proviso appearing
at the end of section 6.8(a)(iii) shall be amended and restated in its entirety
to read as follows:
PROVIDED, HOWEVER, that such an Award shall become fully
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control;
4. ARTICLE VII -- Effective as of December 24, 1998, the second proviso of
section 7.1 shall be amended and restated to read as follows:
AND PROVIDED, FURTHER, that such an Award shall become 100%
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control.
5. ARTICLE VII-- Effective as of December 24, 1998, the first proviso appearing
at the end of section 7.2 shall be amended and restated in its entirety to read
as follows:
PROVIDED, HOWEVER, that such an Award shall become fully
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control;
B-1
<PAGE>
REVOCABLE PROXY
WARWICK COMMUNITY BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WARWICK COMMUNITY BANCORP, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 20, 1999
The undersigned shareholder of Warwick Community Bancorp, Inc.
("Company") hereby appoints Timothy A. Dempsey, Fred M. Knipp and Douglas J.
McClintock, or any of them, with full powers of substitution, to attend and act
as proxy for the undersigned and to vote all shares of common stock of the
Company which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders ("Annual Meeting") to be held at The Inn at Central Valley, Smith
Clove Road, Central Valley, New York 10917, on Tuesday, April 20, 1999 at 9:30
a.m., Eastern time, and at any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1 AND FOR THE PROPOSALS IN
ITEMS 2, 3 AND 4.
PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE |X|
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Election of Directors for a three-year term. FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the contrary below) |_| |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
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.
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of the appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- -------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- -------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY
STATEMENT FOR THE ANNUAL MEETING, THE BOARD OF DIRECTORS OF THE COMPANY
IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
PLEASE MARK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING. |_| (IMPORTANT: IF
YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION TO ATTEND THE ANNUAL MEETING.)
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" ALL NOMINEES IN
ITEM 1 AND "FOR" THE PROPOSALS IN ITEMS 2, 3 AND 4.
The undersigned hereby acknowledges receipt of the Notice of the 1999 Annual
Meeting of Shareholders and the Proxy Statement, dated March 19, 1999, for the
Annual Meeting to be held on April 20, 1999.
- --------------------------------------------------------------------------------
Signature of Shareholder
- --------------------------------------------------------------------------------
Signature of Shareholder
Dated:__________________________________________________________________________
Please sign exactly as your name appears on this proxy card. Joint owners should
each sign personally. If signing as attorney, executor, administrator, trustee
or guardian, please include your full title. Corporate proxies should be signed
by an authorized officer.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 19, 1999
TO: ALL RECOGNITION AND RETENTION PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1999
-----------------------------------------------------------
Dear Participants:
As you know, The Warwick Savings Bank's parent company, Warwick
Community Bancorp, Inc. ("Company") maintains the Recognition and Retention Plan
of Warwick Community Bancorp, Inc. ("RRP") which provides for stock awards to
certain eligible officers, directors and directors emeritus of the Company. The
trust established for the RRP holds shares of the Company for the benefit of
participants in this plan. These shares are held by Orange County Trust Company
as trustee ("Trustee") for the RRP.
As a participant in the RRP, you have the right to direct the Trustee
how to vote the shares held by the RRP in your account on the proposals to be
voted on by the Company's shareholders at the Annual Meeting of Shareholders of
the Company to be held on April 20, 1999 ("Annual Meeting"). In connection
therewith, enclosed are the following documents:
1. RRP Confidential Voting Instruction Form; and
2. Proxy Statement for the Annual Meeting, dated March 19, 1999.
RRP participants may direct how the Trustee should vote the unvested
shares of his or her RRP account as of the close of business on March 3, 1999.
The Trustee will vote unvested shares of the Company's common stock allocated to
your RRP account in accordance with the instructions given on the enclosed RRP
Confidential Voting Instruction Form. The number of unvested shares contained in
your RRP account are shown on the enclosed RRP Confidential Voting Instruction
Form.
The Trustee's fiduciary duties require it not to vote any unvested
shares allocated to a participant's RRP account for which it receives no voting
instructions. To the extent that shares have not been allocated to any
participant's RRP account , such shares shall be voted by the Trustee in such
manner as the Committee of the RRP shall direct to reflect the voting
instructions given by participants for those unvested shares contained in
participants' RRP accounts.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed material carefully and to complete, sign and date the enclosed RRP
Confidential Voting Instruction Form. RETURN IT DIRECTLY TO THE TRUSTEE USING
THE POSTAGE-PAID RETURN ENVELOPE PROVIDED. The Confidential Voting Instruction
Forms must be received by the Trustee no later than [April 10, 1999.] Your vote
will not be revealed to the Company or The Warwick Savings Bank.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR VOTING RIGHTS OR THE TERMS OF
THE RRP, PLEASE CALL MS. NANCY SOBOTOR-LITTELL AT (914) 986-2206, EXTENSION 247.
Very truly yours,
THE COMMITTEE OF WARWICK COMMUNITY
BANCORP, INC. FOR THE RECOGNITION AND
RETENTION PLAN OF WARWICK COMMUNITY
BANCORP, INC.
Enclosures
<PAGE>
FOR OFFICE USE ONLY
Name:
No. of Shares:
WARWICK COMMUNITY BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION FOR THE RECOGNITION AND RETENTION PLAN OF
WARWICK COMMUNITY BANCORP, INC.
I acknowledge that Orange County Trust Company is the trustee (the "Trustee")
and holder of record of shares of Warwick Community Bancorp, Inc. (the
"Company") common stock under the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. (the "RRP"). I understand that the above-stated number
of unvested shares are contained in my account under the RRP as of March 3, 1999
and will be voted as indicated below all as described in the accompanying letter
from the Committee dated March 19, 1999. Any unvested shares of a participant's
account held in the RRP for which no instructions are received will not be
voted. To the extent that the RRP contains shares not allocated to an account,
the Trustee will vote those shares as the Committee directs to reflect the
voting directions given by participants with respect to allocated shares.
Further, I understand that my voting instructions are solicited by the Committee
for the RRP for the Annual Meeting of Shareholders to be held on April 20, 1999
and any adjournment or postponement thereof. I understand that the proposals to
be voted on are more particularly described in the Company's Proxy Statement,
dated March 19, 1999, a copy of which I have received.
I hereby direct the Trustee to
vote my shares as follows: |X| Please mark your votes like this in blue or
black ink
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors for a three-year term. FOR all Nominees (except WITHHOLD
as otherwise indicated) for all Nominees
NOMINEES: |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- -----------------------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- -----------------------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- -----------------------------------------------------------------------------------------------------------------------------------
IN ITS DISCRETION, THE TRUSTEE IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY STATEMENT FOR THE ANNUAL
MEETING, THE BOARD OF DIRECTORS OF THE COMPANY IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM
1 AND THE PROPOSALS IN ITEMS 2, 3 AND 4.
The Trustee of the RRP, Orange County Trust Company, is hereby authorized to
vote my shares as indicated above, I understand that if I sign this form without
indicating specific instructions, or if I fail to return this form, my shares
will not be voted. I understand that my voting instructions will be
confidential.
- -------------------------- -----------------------------------
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE. YOUR CONFIDENTIAL VOTING INSTRUCTION MUST BE
RECEIVED BY THE TRUSTEE NO LATER THAN [APRIL 10, 1999.]
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 19, 1999
TO: ALL EMPLOYEE STOCK OWNERSHIP PLAN AND
401(K) SAVINGS PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1999
-----------------------------------------------------------
Dear Participants:
As you know, The Warwick Savings Bank 401(k) Savings Plan ("401(k)
Plan") includes an investment alternative to invest in a fund consisting of
shares of common stock of The Warwick Savings Bank's parent company, Warwick
Community Bancorp, Inc. ("Company") using funds from the 401(k) Plan account
("401(k) Stock Fund") of eligible employees, and the Company maintains the
Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") for
eligible employees of the Company. The 401(k) Stock Fund and ESOP each hold
shares of the Company for the benefit of participants in those plans. These
shares are held by Marine Midland Bank as trustee ("Trustee") for each of the
ESOP and the 401(k) Plan.
As a participant in the ESOP and/or the 401(k) Plan, you have the right
to direct the Trustee how to vote the shares held in your account under the ESOP
and/or shares held in your account under the 401(k) Stock Fund on the proposals
to be voted on by the Company's shareholders at the Annual Meeting of
Shareholders of the Company to be held on April 20, 1999 ("Annual Meeting"). In
this regard, enclosed are the following:
1. ESOP Confidential Voting Instruction Form;
2. 401(k) Plan Confidential Voting Instruction Form; and
3. Proxy Statement for the Annual Meeting, dated March 19, 1999.
ESOP PARTICIPANTS.
ESOP participants may direct how the Trustee, as Trustee for the ESOP,
should vote the shares allocated to his or her ESOP account as of the close of
business on March 3, 1999. The Trustee will vote shares of the Company's common
stock allocated to your account in accordance with the instructions given on the
enclosed ESOP Confidential Voting Instruction Form. The number of shares
allocated to your ESOP account are shown on the enclosed ESOP Confidential
Voting Instruction Form.
The Trustee's fiduciary duties require it to vote any shares for which
it receives no voting instructions, as well as any shares not yet allocated to
ESOP participants, in a manner determined to be prudent and solely in the
interest of the participants and beneficiaries. If you do not direct the Trustee
how to vote the shares in your ESOP account, the Trustee will, to the extent
consistent with its fiduciary duties, vote your shares in a manner calculated to
most accurately reflect the
<PAGE>
-2-
instructions received from other participants in the ESOP. The same is true of
shares not yet allocated to anyone's ESOP account.
If you do not have any shares of the Company's common stock allocated
to your account in the ESOP as of the close of business on March 3, 1999, there
will be no ESOP Confidential Voting Instruction Form enclosed with this letter.
401(K) PLAN PARTICIPANTS.
- -------------------------
401(k) Plan participants may direct how the Trustee, as Trustee for the
401(k) Plan, should vote the shares allocated to that participant's 401(k) stock
account. In general, the Trustee will vote shares of the Company's common stock
held in the 401(k) Plan in accordance with the instructions given on the
enclosed 401(k) Plan Confidential Voting Instruction Form. The instructions
given by each 401(k) Plan participant will be weighted according to value of his
or her respective interest in the 401(k) stock account as of the close of
business on March 3, 1999. If you do not direct the Trustee how to vote the
shares in your 401(k) stock account, the Trustee will, to the extent consistent
with its fiduciary duties, vote your shares in a manner calculated to most
accurately reflect the instructions received from other participants in the
401(k) Plan.
If you do not have any shares of the Company's common stock allocated
to your 401(k) Stock Fund as of March 3, 1999, there will be no 401(k) Plan
Confidential Voting Instruction Form enclosed with this letter.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed material carefully and to complete, sign and date the enclosed ESOP
Confidential Voting Instruction Form and 401(k) Confidential Voting Instruction
Form, as applicable. RETURN IT DIRECTLY TO THE TRUSTEE USING THE POSTAGE-PAID
RETURN ENVELOPE PROVIDED. The Confidential Voting Instruction Forms must be
received by the Trustee no later than [April 10, 1999]. Your vote will not be
revealed to the Company or The Warwick Savings Bank.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR VOTING RIGHTS OR THE TERMS OF
THE ESOP OR 401(K) PLAN, PLEASE CALL MS. NANCY SOBOTOR-LITTELL AT (914)
986-2206, EXTENSION 247.
Very truly yours,
THE COMMITTEE OF WARWICK COMMUNITY
BANCORP, INC. FOR THE WARWICK SAVINGS
BANK 401(K) SAVINGS PLAN AND THE
WARWICK COMMUNITY BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN.
Enclosures
<PAGE>
FOR OFFICE USE ONLY
Name:
No. of Shares:
WARWICK COMMUNITY BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION FOR THE WARWICK SAVINGS BANK 401(k) PLAN
I acknowledge that Marine Midland Bank is the trustee (the "Trustee") and holder
of record of shares of Warwick Community Bancorp, Inc. (the "Company") common
stock under The Warwick Savings Bank 401(k) Plan (the "401(k) Plan"). I
understand that the above-stated number of shares are allocated to my account
under the 401(k) Plan as of March 3, 1999 and will be voted as indicated below,
all as described in the accompanying letter from the Committee dated March 19,
1999. Any allocated shares held in the 401(k) Plan for which no instructions are
received will be voted proportionately to the participants' voting instructions.
Further, I understand that my voting instructions are solicited by the Committee
for the 401(k) Plan for the Annual Meeting of Shareholders to be held on April
20, 1999 and any adjournment or postponement thereof. I understand that the
proposals to be voted on are more particularly described in the Company's Proxy
Statement, dated March 19, 1999, a copy of which I have received.
I hereby direct the Trustee to
vote my shares as follows: |X| Please mark your votes like this in blue or
black ink
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors for a three-year term. FOR all Nominees (except WITHHOLD
as otherwise indicated) for all Nominees
NOMINEES: |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- -----------------------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- -----------------------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- -----------------------------------------------------------------------------------------------------------------------------------
IN ITS DISCRETION, THE TRUSTEE IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY STATEMENT FOR THE ANNUAL
MEETING, THE BOARD OF DIRECTORS OF THE COMPANY IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM
1 AND THE PROPOSALS IN ITEMS 2, 3 AND 4.
The Trustee of the 401(k) Plan, Marine Midland Bank, is hereby authorized to
vote my shares as indicated above, I understand that if I sign this form without
indicating specific instructions, or if I fail to return this form, my shares
will be voted in proportion to the voting instructions of the other
participants, subject to the Trustee's determination that such a vote is for the
exclusive benefit of plan participants and beneficiaries. I understand that my
voting instructions will be confidential.
- -------------------------- -----------------------------------
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE. YOUR CONFIDENTIAL VOTING INSTRUCTION MUST BE
RECEIVED BY THE TRUSTEE NO LATER THAN [APRIL 10, 1999.]
