SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to 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 17, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders ("Annual Meeting") of Warwick Community Bancorp, Inc. ("Company"),
the holding company for The Warwick Savings Bank and The Towne Center Bank,
which will be held at The Inn at Central Valley, Smith Clove Road, Central
Valley, New York 10917, on April 18, 2000 at 9:30 a.m., New York time.
The attached Notice of the 2000 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,
2000, 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 four nominees for director and "FOR" each of
the other proposals identified in the Notice of the 2000 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,
thank you for your continued support.
Sincerely yours,
[Facsimile signature]
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 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
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 18, 2000 at
9:30 a.m., New York time, for the following purposes:
1. To elect four 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, 2000; and
3. 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 1, 2000
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 1999 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 and The
Towne Center Bank, subsidiaries of the Company, accompanies this Notice of the
2000 Annual Meeting of Shareholders. Shareholders may obtain, free of charge, an
additional copy of the Annual Report by writing to Barbara A. Rudy, Senior Vice
President, Shareholder Relations, 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,
[Facsimile signature]
Nancy L. Sobotor-Littell
Corporate Secretary
Warwick, New York
March 17, 2000
<PAGE>
LOGO
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(914) 986-2206
------------------------------------
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
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
17, 2000 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 18, 2000 at 9:30 a.m., New York time, and at
any adjournment or postponement thereof ("Annual Meeting").
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 1, 2000 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 5,536,790 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 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
<PAGE>
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 FOUR NOMINEES FOR DIRECTOR AND FOR EACH OF THE OTHER PROPOSALS
IDENTIFIED IN THE NOTICE OF THE 2000 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. Ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors
requires 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 THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY WILL BE COUNTED AS PRESENT
AND ENTITLED TO VOTE AND WILL HAVE THE EFFECT OF A VOTE AGAINST THAT PROPOSAL.
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 PROPOSAL.
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, Georgeson
Shareholder Communications 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 $3,000, 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.
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 29,
2
<PAGE>
2000. 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 29, 2000. 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 29, 2000. 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(4)
- --------------------- -------------------------------------------- ------------------------------ ----------------------
<S> <C> <C> <C>
Common Stock Warwick Community Bancorp, Inc. 527,714(1) 9.5%
Employee Stock Ownership Plan and
Trust ("ESOP")
18 Oakland Avenue
Warwick, New York 10990-0591
Common Stock Salomon Smith Barney Inc. 469,920(2) 8.5%
388 Greenwich Street
New York, New York 10013
Common Stock Kahn Brothers & Co., Inc. 392,328(3) 7.1%
555 Madison Avenue, 22nd Floor
New York, New York 10022
</TABLE>
- -------------------------------
(1) The ESOP is administered by The Warwick Savings Bank ("Warwick Savings") 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 HSBC Bank USA serves as trustee ("ESOP Trustee"). The
ESOP Trust purchased such shares following Warwick Savings' conversion from
mutual to stock form ("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, 1999, 126,037 of the 527,714 shares held in the ESOP Trust
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.
(2) Based on information in a Schedule 13G/A, dated February 14, 2000, 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 New York 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.
(3) Based on information in a Schedule 13G/A, dated February 4, 2000, filed on
behalf of Kahn Brothers & Co., Inc. ("Kahn"). Kahn has shared dispositive
power over all of the shares shown.
(4) Percentages have been calculated on the basis of 5,536,790 shares of Common
Stock, the number of shares of Common Stock outstanding as of February 29,
2000.
3
<PAGE>
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 Warwick Savings as a group as of February 29, 2000.
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)(7) OUTSTANDING(8)
- -------------------------------- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Timothy A. Dempsey Chairman of the Board, 105,152 1.9%
Chief Executive Officer
and Director
Ronald J. Gentile President, Chief Operating 91,359 1.6%
Officer and Director
Arthur W. Budich Senior Vice President, 51,647 *
Treasurer and Chief
Financial Officer
Laurence D. Haggerty Senior Vice President 39,619 *
Frances M. Gorish Director 17,963 *
R. Michael Kennedy Director 51,769 *
Fred M. Knipp Director 28,883 *
Emil R. Krahulik Director 18,965 *
Thomas F. Lawrence, Jr. Director 14,883 *
John J. McDermott III Director 5,000 *
Henry L. Nielsen, Jr. Director 14,883 *
John W. Sanford III Director 16,457 *
Robert N. Smith Director 28,883 *
All directors and executive officers
as a group (16 persons) 584,304 10.4%
</TABLE>
- ------------------------------
* Less than 1.0% of outstanding Common Stock.
(1) Titles are for the Company.
(2) The figures shown include shares which individuals have the right to
acquire beneficial ownership of by the exercise of stock options pursuant
to the Stock Option Plan of Warwick Community Bancorp, Inc. ("Option Plan")
as follows: Mr. Dempsey, 20,000 shares; Mr. Gentile, 13,000 shares; Mr.
Budich, 7,000 shares; Mr. Haggerty, 7,000 shares; each of Mrs. Gorish and
Messrs. Kennedy, Knipp, Krahulik, Lawrence, Nielsen, Sanford and Smith,
3,963 shares; and all directors and executive officers as a group, 99,704
shares. See "Election of Directors -- Directors' Compensation -- Option
Plan and RRP" and "Election of Directors -- Executive Compensation -- Stock
Option Plan."
(FOOTNOTES CONTINUED ON NEXT PAGE)
4
<PAGE>
(3) The figures shown include shares held in trust pursuant to the ESOP that
have been allocated as of December 31, 1999 to individual accounts of ESOP
participants as follows: Mr. Dempsey, 3,331 shares; Mr. Gentile, 3,472
shares; Mr. Budich, 3,053 shares; Mr. Haggerty, 3,871 shares; and all
executive officers as a group, 20,859 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 401,677 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, Mrs. 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."
(4) 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
29, 2000 to individual accounts as follows: Mr. Dempsey, 813 shares; Mr.
Gentile, 7,024 shares; Mr. Budich, 4,502 shares; Mr. Haggerty, 3,264
shares; and all executive officers as a group, 19,585 shares. Such persons
have shared voting and investment power as to such shares. See "Election of
Directors-- Executive Compensation -- 401(k) Plan."
(5) 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, 42,284
shares; Mr. Gentile, 29,598 shares; Mr. Budich, 12,684 shares; Mr.
Haggerty, 12,684 shares; each of Mrs. Gorish and Messrs. Kennedy, Knipp,
Krahulik, Lawrence, Nielsen, Sanford and Smith, 7,135 shares; and all
directors and executive officers as a group, 192,382 shares. See "Election
of Directors -- Executive Compensation-- Recognition and Retention Plan."
(6) 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."
(7) 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. Budich, 11,500 shares; Mr. Kennedy, 18,266 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, 84,766
shares.
(8) Percentages with respect to each person or group of persons have been
calculated on the basis of 5,536,790 shares of Common Stock, the number of
shares of Common Stock outstanding as of February 29, 2000, plus the number
of shares of Common Stock which such person or group of persons has the
right to acquire within 60 days after February 29, 2000.
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. In November 1999, by resolution of the Board of Directors, the size
of the Board was increased from 10 to 11 members, and the Board of Directors
elected a new director, John J. McDermott III, to fill the vacancy resulting
from the increase in the size of the Board.
The terms of four directors expire at the Annual Meeting. Each of the
four incumbent directors, Frances M. Gorish, R. Michael Kennedy, John W. Sanford
III and Robert N. Smith, 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 2003 Annual Meeting and until their successors are otherwise duly elected
and qualified. Each nominee has consented
5
<PAGE>
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 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
four 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 2003
FRANCES M. GORISH 72 2000 DIRECTOR 1979
R. MICHAEL KENNEDY 48 2000 DIRECTOR 1997
JOHN W. SANFORD III 63 2000 DIRECTOR 1986
ROBERT N. SMITH 50 2000 DIRECTOR 1994
CONTINUING DIRECTORS
TIMOTHY A. DEMPSEY 66 2001 CHAIRMAN OF THE BOARD, CHIEF 1974
EXECUTIVE OFFICER AND DIRECTOR
RONALD J. GENTILE 50 2002 PRESIDENT, CHIEF OPERATING OFFICER 1990
AND DIRECTOR
FRED M. KNIPP 69 2001 DIRECTOR 1992
EMIL R. KRAHULIK 66 2002 DIRECTOR 1984
THOMAS F. LAWRENCE, JR. 72 2002 DIRECTOR 1965
JOHN J. MCDERMOTT III 65 2003 DIRECTOR 1999
HENRY L. NIELSEN, JR. 73 2001 DIRECTOR 1962
</TABLE>
- ---------------------------
(1) AT FEBRUARY 29, 2000.
(2) INCLUDES TERMS AS TRUSTEE OF WARWICK SAVINGS AND OF PREDECESSOR AFFILIATED
INSTITUTIONS PRIOR TO THE INCORPORATION OF THE COMPANY ON SEPTEMBER 10,
1997.
6
<PAGE>
The principal occupation and business experience of each nominee for election as
director and each continuing director are set forth below.
NOMINEES FOR ELECTION AS DIRECTORS
FRANCES M. GORISH joined Warwick Savings in 1944 and has served as a
director since 1979. Now retired, she served in various capacities for Warwick
Savings, 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 Warwick Savings' subsidiaries, Warsave Development, Inc.
("Warsave"), WSB Financial Services, Inc. ("WSB Financial") and Towne Center
Mortgage Co., Inc. ("Towne Center Mortgage"), and as a director of The Warwick
Savings Foundation ("Foundation").
R. MICHAEL KENNEDY has served as a director of Warwick Savings 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. Mr. Kennedy is also a director of
the Company's commercial bank subsidiary, The Towne Center Bank ("Towne Center
Bank").
JOHN W. SANFORD III has served as a director of Warwick Savings 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 Warwick Savings 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.
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 as the Chairman of the Board
and a director of Warwick Savings. Mr. Dempsey has been involved in the
financial institutions industry for more than 45 years and has served as a
director of Warwick Savings since 1974. Mr. Dempsey also served as the Chief
Executive Officer of Warwick Savings from 1985 through December 1999. He also
serves as a director of Warsave, WSB Financial and Towne Center Mortgage, as
Chairman of the Board and a director of Towne Center Bank, and 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 as trustee of the Mount Saint Mary College and Chairman of
the Foundation Board of St. Anthony Community Hospital.
RONALD J. GENTILE serves as the President and Chief Operating Officer
and a director of the Company and as the President and Chief Executive Officer
and a director of Warwick Savings. Mr. Gentile joined Warwick Savings and has
been a director since 1990. Prior to January 1, 2000, Mr. Gentile served as
President and Chief Operating Officer of Warwick Savings. In addition, he serves
as President of Warsave, WSB Financial and Towne Center Mortgage. He also serves
as Executive Vice President of the Foundation. Prior to joining Warwick Savings,
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 Orange County
Chamber of Commerce, Bon Secours Charity Health System (St. Anthony Community
Hospital) and Winslow Therapeutic Riding Unlimited, and a former President and
current member of the Warwick Valley Rotary Club.
7
<PAGE>
FRED M. KNIPP has served as a director of Warwick Savings since 1984.
He is the former President and Chief Executive Officer of, and is currently a
director of, Warwick Valley Telephone Company, and he is also a director of
Centrex Communications Corporation and a director of Towne Center Bank.
EMIL R. KRAHULIK has served as a director of Warwick Savings since
1984. He is a partner in the law firm of Bonacic, Blustein & Krahulik, LLP, and
he served as Warwick Savings' general counsel until January 2000, when he was
succeeded as general counsel by his son, Robert E. Krahulik.
THOMAS F. LAWRENCE, JR. has served as a director of Warwick Savings
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, Towne Center Mortgage and
the Foundation. Mr. Lawrence is Nancy L. Sobotor-Littell's father.
JOHN J. MCDERMOTT III was elected as a director of the Company and
Warwick Savings in December 1999. He is a managing partner in J.D. Blake Company
and in Land Investment Group of Newburgh, and he is the President of Hudson West
Realty Corp. Mr. McDermott is also a member of the board of directors of The
Chamber of Commerce of Orange County, Inc.
HENRY L. NIELSEN, JR. has served as a director of Warwick Savings since
1962. He is the President of Nielsen Construction Co., Inc. and is a director of
Warwick Valley Telephone Company. He is also the President of the Warwick
Historical Society and a trustee of the Warwick Cemetery Association. Mr.
Nielsen also serves as a director of Warsave, WSB Financial and Towne Center
Mortgage.
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 fiscal year ended
December 31, 1999, the Board of Directors met 25 times. No current director
attended fewer than 75% of the aggregate of (i) the total number of Board
meetings held during the period for which he or she was a director and (ii) the
total number of meetings held by all committees of the Board on which he or she
served during the periods that he or she served.
The Board of Directors of the Company maintains the following standing
committees:
The EXECUTIVE COMMITTEE currently consists of Mr. Gentile, 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 5 times during the fiscal year ended December 31, 1999.
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 fiscal year ended December 31, 1999.
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 Warwick Savings' compensation and benefit
programs. The Compensation Committee met 4 times during the fiscal year ended
December 31, 1999.
8
<PAGE>
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 met 1 time during the fiscal year
ended December 31, 1999.
DIRECTORS' COMPENSATION
FEE ARRANGEMENTS. Currently, each director of Warwick Savings who is
not an employee of Warwick Savings or the Company receives a fee of $500 for
each Warwick Savings Board meeting attended and $250 for each committee meeting
attended, and the members of the Re-Inspection Committee of Warwick Savings each
receive an annual fee of $250. In addition, Messrs. Kennedy and Knipp each
receive a fee of $500 for each Towne Center Bank Board meeting attended and $250
for each committee meeting attended. Directors of the Company are not separately
compensated for their services as such. In 2000, each non-employee director of
the Company will also receive a retainer of $10,000, which will be paid in
quarterly installments of $2,500.
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 such date, each non-officer director of the
Company was granted a non- qualified stock option to purchase 19,819 shares of
Common Stock under the Option Plan. 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, disability or retirement or upon a change in control of the
Company, as such terms are defined in the Option Plan.
Similarly, on June 24, 1998, each non-officer director was awarded
8,919 shares of Common Stock under the RRP. 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 also become 100% vested upon the director's death, disability or
retirement or upon a change in control of the Company, as such terms are defined
in the RRP.
EXECUTIVE OFFICERS
The following individuals are the executive officers of the Company and
have the titles set forth across from their names.
NAME Positions Held with the Company
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, Shareholder Relations
Nancy L. Sobotor-Littell Corporate Secretary and Director of Human Resources
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."
9
<PAGE>
Biographical information of the executive officers of the Company who
are not directors is set forth below.
ARTHUR W. BUDICH, age 49, has served as the Senior Vice President,
Treasurer and Chief Financial Officer of Warwick Savings since 1992. He has been
employed by Warwick Savings in various capacities since 1986. He also serves as
Treasurer of Warsave, WSB Financial and Towne Center Mortgage and as Vice
President and Treasurer of the Foundation. Mr. Budich also serves as Senior Vice
President, Treasurer and Chief Financial Officer of Towne Center Bank.
LAURENCE D. HAGGERTY, age 56, served as Senior Vice President in the
Commercial Lending department of Warwick Savings since joining Warwick Savings
in 1991. Mr. Haggerty now serves as Executive Vice President and Chief Lending
Officer of Towne Center Bank.
DONNA M. LYONS, age 44, has served as Senior Vice President of Warwick
Savings since 1992 and has served as Auditor of Warwick Savings since joining
Warwick Savings in 1989. Mrs. Lyons now also serves as Auditor of Towne Center
Bank.
BARBARA A. RUDY, age 47, has served as a Senior Vice President of
Warwick Savings since 1991 and also serves as Vice President of Towne Center
Mortgage. Ms. Rudy has been employed by Warwick Savings in various capacities
since 1972.
NANCY L. SOBOTOR-LITTELL, age 42, has served as the Corporate Secretary
and Director of Human Resources of Warwick Savings since 1988. She has been
employed by Warwick Savings in various capacities since 1975. In addition, she
serves as Corporate Secretary of Warsave, WSB Financial and Towne Center
Mortgage and as Secretary of the Foundation. She also serves as Director of
Human Resources for Towne Center Bank. Mrs. 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. 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
Warwick Savings 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 Warwick Savings or the
Company and for calendar year 1999 consisted of Mrs.
Gorish, Mr. Kennedy, Mr. Smith and Mr. Sanford.
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
10
<PAGE>
at comparable banking institutions. In connection with the conversion of Warwick
Savings from mutual to stock form ("Conversion") and the initial public offering
of the Company in 1997, Warwick Savings 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 Warwick Savings 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 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 determining base salary levels for 1999, the
Compensation Committee compared the salaries of the Company's officers with
those of 19 peer banks in New York, 11 peer banks in New Jersey and four peer
banks in Connecticut, taking into account asset size and relative performance
during the prior year. The peer group used in the Committee's analysis differs
from 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
Warwick Savings 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
Warwick Savings' 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. There have been no further grants of options under the Option
Plan.
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. There have been no further awards
of shares under the RRP.
INCENTIVE COMPENSATION. In March 1999, the Compensation Committee
recommended, and the Board of Directors adopted, a Performance Compensation Plan
to provide certain key officers of the Company and its affiliates, including
Messrs. Dempsey and Gentile, with an incentive to achieve business objectives,
to attract and
11
<PAGE>
retain individuals of outstanding competence and to provide a means of
compensating such individuals for their contributions to the Company. The
Performance Compensation Plan provides for cash payments to eligible officers
based upon the annual performance of the Company during 1999 in comparison to
pre-established target goals based upon the Company's pre-tax net income as
compared to the prior year. The Performance Compensation Plan was adopted for
1999, with the expectation that subsequent plans would be developed for plan
years 2000 and beyond. In January 2000, the Board of Directors established
target goals for 2000.
CHIEF EXECUTIVE OFFICER. The Compensation Committee reviewed the
performance of Mr. Dempsey as the CEO of Warwick Savings and the Company over
the prior year and concluded that his performance was excellent, in terms of the
continued development and achievement of Warwick Savings' and the Company's
overall strategic goals and objectives as set forth in Warwick Savings' business
plan, the successful Conversion of Warwick Savings and the initial public
offering of the Company, and Warwick Savings' and the Company's successful
financial results since the Conversion, including the growth in Warwick Savings'
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 various community and industry
organizations, which served to benefit the Company. Based upon the foregoing, in
December 1999, the Compensation Committee recommended, and the Board of
Directors agreed, that Mr. Dempsey's annual rate of salary remain at $250,000
for calendar year 2000. This is based on Mr. Dempsey's continued excellent
performance as CEO of Warwick Savings and the Company during 1999 and is in
light of the adoption of the Performance Compensation Plan which will provide
incentive compensation if pre-established target goals are met.
The 1999 Compensation Committee:
Frances M. Gorish, Chairman
R. Michael Kennedy
Robert N. Smith
John W. Sanford III
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the Compensation Committee consisted of Mrs. Gorish, Mr.
Kennedy, Mr. Smith and Mr. Sanford. 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.
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, 1999. 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.
12
<PAGE>
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------------------
INDEX 12/23/97 12/31/97 6/30/98 12/31/98 6/30/99 12/31/99
- ------------------------------------- ------------ ------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Warwick Community Bancorp, Inc. 100.00 111.20 107.20 94.97 82.66 71.17
NASDAQ-- Total US 100.00 104.01 125.07 146.57 179.38 264.79
NASDAQ Bank Index 100.00 103.00 106.65 102.28 105.35 98.37
</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.
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 $100,000 in 1999 (the "Named Executive
Officers") for services rendered in all capacities to the Company and Warwick
Savings during the fiscal year ending December 31, 1999, the seven-month period
beginning June 1, 1998 and ending December 31, 1998 and the fiscal year ending
May 31, 1998.
13
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS(1)
------------------------------------ ------------------------------------------------
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME AND COMPEN STOCK LTIP COMPEN
YEAR SALARY BONUS SATION AWARDS OPTIONS PAY- SATION
PRINCIPAL POSITION * ($)(2) ($) ($)(3) ($)(4) (#)(5) OUTS ($)(6)
- -------------------------- ---------- ------------ --------- -------------- -------------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey 1999 257,624 -- -- -- -- -- 38,177
Chairman of the Board and 1998 133,656 -- -- 918,356 100,000 -- 32,525
Chief Executive Officer 1998 208,067 -- -- -- -- -- 37,430
Ronald J. Gentile 1999 171,669 -- -- -- -- -- 25,679
President and Chief 1998 87,514 -- -- 642,840 65,000 -- 24,395
Operating Officer 1998 135,282 -- -- -- -- -- 23,717
Arthur W. Budich
Senior Vice President, 1999 117,954 5,000 -- -- -- -- 16,746
Treasurer and Chief 1998 57,122 -- -- 275,481 35,000 -- 16,047
Financial Officer 1998 88,183 -- -- -- -- -- 16,537
Laurence D. Haggerty 1999 110,592 25,280 -- -- -- -- 22,727
Senior Vice President 1998 57,249 -- -- 275,481 35,000 -- 18,646
1998 85,104 -- -- -- -- -- 21,488
</TABLE>
- ------------------------------
* The figures on the first line for 1999 are for the fiscal year ended
December 31, 1999. The figures on the second line are for the seven-month
period ended December 31, 1998. The figures on the third line are for the
fiscal year ending May 31, 1998.
(1) For the periods shown, neither the Company nor Warwick Savings 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, Messrs. Dempsey, Gentile, Budich and Haggerty were
awarded 52,855, 36,998, 15,855 and 15,855 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 officer's
death, disability or retirement or a change in control of the Company. 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"). As of December 31, 1999,
the number of shares held under the RRP by Messrs. Dempsey, Gentile, Budich
and Haggerty was 42,284, 29,598, 12,684 and 12,684, respectively. The
aggregate fair market value of these shares at December 31, 1999 for
Messrs. Dempsey, Gentile, Budich and Haggerty was $459,839, $321,878,
$137,939 and $137,939, respectively, based on the closing price of $10.875
per share as reported on the Nasdaq National Market on that date. Dividends
which are declared and paid are distributed at the same time as the related
shares. During the fiscal year ended May 31, 1998, neither the Company nor
Warwick Savings maintained any restricted stock plans.
(FOOTNOTES CONTINUED ON NEXT PAGE)
14
<PAGE>
(5) Pursuant to the Option Plan, Messrs. Dempsey, Gentile, Budich and Haggerty
were awarded 100,000, 65,000, 35,000 and 35,000 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, disability or retirement or a change in control of the Company. As
of December 31, 1999, 20,000 of Mr. Dempsey's options were exercisable,
13,000 of Mr. Gentile's options were exercisable, 7,000 of Mr. Budich's
options were exercisable and 7,000 of Mr. Haggerty's options were
exercisable. There were no options granted in 1999.
(6) Includes the matching contributions made by Warwick Savings under the
401(k) Plan, which for the fiscal year ended December 31, 1999 totaled
$4,760 for Mr. Dempsey, $4,800 for Mr. Gentile, $1,737 for Mr. Budich and
$4,256 for Mr. Haggerty. Also includes the value of allocations under the
ESOP, which for the fiscal year ended December 31, 1999 totaled $15,240 for
Mr. Dempsey, $15,200 for Mr. Gentile, $14,375 for Mr. Budich and $17,837
for Mr. Haggerty. Also includes Warwick Savings' 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 fiscal
year ended December 31, 1999 totaled $17,457 for Mr. Dempsey and $4,959 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 $10.875 per share, the closing price of the Common Stock as
reported on the Nasdaq National Market on December 31, 1999. See " --
401(k) Plan," " -- Employee Stock Ownership Plan and Trust" and " --
Benefit Restoration Plan." Also includes the dollar value of the premiums
paid by Warwick Savings for the benefit of the executive officer, which for
the fiscal year ended December 31, 1999 totaled $720 for each of Mr.
Dempsey and Mr. Gentile and $634 for each of Mr. Budich and Mr. Haggerty.
EMPLOYMENT AGREEMENTS. The Company has entered into Employment
Agreements with each of Mr. Dempsey, Mr. Gentile, Mr. Budich and Mrs.
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 Warwick Savings 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. Warwick Savings 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 Warwick Savings or Company, failure to re-nominate or re- elect
such Senior Executive to such Board; any material breach of contract by Warwick
Savings or the Company that is not cured within 30 days after written notice
thereof; or a change in the Senior Executive's principal place
15
<PAGE>
of employment to a location in excess of 50 miles from Warwick Savings'
principal office in Warwick, New York. In general, for purposes of the
Employment Agreements and the plans maintained by the Company or Warwick
Savings, 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 Warwick Savings, upon
shareholder approval of certain mergers or consolidations of the Company or
Warwick Savings, upon liquidation or sale of substantially all the assets of the
Company or Warwick Savings 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 Warwick Savings 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 Warwick
Savings. 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.
The Company and Towne Center Bank also entered into an Employment
Agreement with Mr. Haggerty in October 1999, the terms of which are
substantially the same as the Employment Agreements described above, except that
Mr. Haggerty's Employment Agreement is for a term of two years, with automatic
daily extensions only in the event a "change of control" as defined in the
Employment Agreement occurs. Upon a change of control, the term of the
Employment Agreement shall be automatically extended to have a two-year term,
which term is extended one additional day each day unless written notice of
non-renewal is given by any party, in which case the term of the Employment
Agreement shall expire two years from the date such notice is given.
EMPLOYEE RETENTION AGREEMENTS. Warwick Savings has entered into
Retention Agreements with each of 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 Warwick Savings'
affairs, relieved of distractions arising from the possibility of a corporate
change of control. The Retention Agreements do not impose an immediate
obligation on Warwick Savings 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 Warwick Savings 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 Warwick
Savings 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 Warwick Savings 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
16
<PAGE>
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
Warwick Savings 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 Warwick Savings 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 Warwick Savings' 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
respective Retention Agreements will be guaranteed by the Company to the extent
that the required payments are not made by Warwick Savings.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company established, and
Warwick Savings adopted, for the benefit of eligible employees, an ESOP and
related trust, which became effective upon completion of the Conversion of
Warwick Savings. Substantially all employees of Warwick Savings 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 Warwick Savings or the Company on
the last day of the plan year on the basis of the participants' total taxable
compensation (excluding amounts attributable to the vesting of RRP awards and
the exercise of stock options) 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 used to reduce
the Company's contributions to the ESOP. 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 Warwick Savings as the Plan Administrator
and by a committee established pursuant to the ESOP ("ESOP Committee"). HSBC
Bank USA 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 Option Plan was adopted by the Board of
Directors of the Company and subsequently approved by the Company's shareholders
on June 24, 1998. In February 1999, the Board of Directors adopted amendments to
the Option Plan, which were subsequently approved by the Company's shareholders
on April 20, 1999. Subject to the terms of the Option Plan, employees, directors
and officers of the Company, Warwick Savings and its affiliates are eligible to
participate in the Option Plan. The Option Plan is not
17
<PAGE>
subject to ERISA and is not a tax-qualified plan under the Code. The Company
reserved 660,654 shares of Common Stock for issuance upon the exercise of stock
options ("Options") granted under the Option Plan.
The Board of Directors and the members of the Compensation Committee
who are Disinterested Directors ("Option Committee") administer the Option Plan.
The Option Committee determines, subject to the terms of the Option Plan and
Rule 16b-3 promulgated under the Exchange Act, the officers and employees to
whom Options will be granted, the number of shares subject to each Option and
the terms of such Options (including provisions regarding exercisability and
acceleration of exercisability) and the procedures by which the Options may be
exercised.
Options granted under the Option Plan may be either "incentive stock
options," which qualify for favorable federal income tax treatment, or
non-qualified stock options, which do not so qualify. Options granted under the
Option Plan will generally vest at a rate of 20% per year beginning on the first
anniversary of the grant date and generally remain exercisable until the tenth
anniversary of the grant date, subject to earlier expiration upon termination of
employment, as defined in the Option Plan. In the case of termination due to
death, disability or retirement of the Option holder, or upon a change in
control of the Company, all options granted become immediately exercisable.
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.
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, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES DURING 1999
AND 1999 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 1999 AT YEAR-END 1999
EXERCISE EXERCISE (#) ($)(1)
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- --------- ---------------- -------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey -- -- 20,000 80,000 0 0
Ronald J. Gentile -- -- 13,000 52,000 0 0
Arthur W. Budich -- -- 7,000 28,000 0 0
Laurence D. Haggerty -- -- 7,000 28,000 0 0
</TABLE>
- ---------------------------
(1) As of December 31, 1999, none of the outstanding options held by the Named
Executive Officers were in-the-money based upon the difference between
$10.875, the closing price of the Common Stock as reported on the Nasdaq
National Market on December 31, 1999, and the $17.00 exercise price of the
options.
RECOGNITION AND RETENTION PLAN. The RRP was adopted by the Board of
Directors of the Company and subsequently approved by the Company's shareholders
on June 24, 1998. In February 1999, the Board of Directors adopted amendments to
the RRP, which were subsequently approved by the Company's shareholders on April
20, 1999. The RRP provides for stock awards ("Awards") to eligible officers,
employees, outside
18
<PAGE>
directors and directors emeritus of the Company, Warwick Savings and its
affiliates. The RRP is not subject to ERISA and is not a tax-qualified plan
under the Code.
The Board of Directors and the members of the Compensation Committee
who are Disinterested Directors ("RRP Committee") administer the RRP. The Board
of Directors or the RRP Committee will determine at the time of grant the number
of shares of Common Stock subject to an Award and the vesting schedule
applicable to the Award and may, in its discretion, establish other terms and
conditions applicable to the Award.
Stock subject to an Award is held in trust pursuant to the RRP until
the Award vests, at which time the shares of Common Stock attributable to the
portion of the Award that have vested are distributed to the Award holder. 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. Dividends will be distributed at the same time as the related
shares.
Generally, shares granted to outside directors or directors emeriti
will vest and become distributable at a rate of 20% per year, over a five-year
period, subject to 100% vesting in the case of death, disability or retirement
of the director or a change in control of the Company. The shares granted to
eligible officers and employees will vest according to a schedule established by
the RRP committee, but in no event at a rate of more than 20% per year, subject
to 100% vesting in the case of death, disability or retirement of the officer or
employee or a change in control of the Company.
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.
PERFORMANCE COMPENSATION PLAN. In March 1999, the Board of Directors of
the Company adopted a Performance Compensation Plan to provide certain key
officers of the Company and its affiliates with an incentive to achieve business
objectives, to attract and retain individuals of outstanding competence and to
provide a means of compensating such individuals for their contributions to the
Company. The Performance Compensation Plan provides for cash payments to
eligible employees based upon the annual performance of the Company during 1999
in comparison to pre-established target goals. The Performance Compensation Plan
was adopted for 1999 only, with the expectation that subsequent plans would be
developed for plan years 2000 and beyond. In January 2000, the Board of
Directors established target goals for 2000.
401(K) PLAN. Warwick Savings 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 $10,500 for 2000).
Warwick Savings makes matching contributions equal to a percentage of salary
contributions determined annually by Warwick Savings, up to 3% of salary.
Employees are fully vested in their salary deferrals and become incrementally
vested in Warwick Savings' contribution after one year and fully vested in
Warwick Savings' contributions after five years.
Warwick Savings amended the 401(k) Plan in connection with the
Conversion of Warwick Savings to provide that Warwick Savings' 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.
19
<PAGE>
PENSION PLAN. Warwick Savings 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 (excluding amounts attributable to the vesting of RRP awards and
the exercise of stock options) 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 Warwick
Savings on an actuarial basis, and all assets are held in trust by the Pension
Plan trustee.
BENEFIT RESTORATION PLAN. In connection with the Conversion, Warwick
Savings 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.
<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> <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, 1999, 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, 1999 and
will be adjusted to reflect cost of living increases after 1999 in
accordance with Section 401(a)(17) of the Code. The table reflects amounts
payable in conjunction with the BRP.
(FOOTNOTES CONTINUED ON NEXT PAGE)
20
<PAGE>
(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 1999 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 1999 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,
1999, for each of the individuals named in the Summary Compensation Table.
YEARS OF CREDITED SERVICE
------------------------- AVERAGE ANNUAL
YEARS MONTHS COMPENSATION
----- ------ ------------
Mr. Dempsey.............. 26 6 $ 228,394
Mr. Gentile.............. 9 7 $ 149,810
Mr. Budich............... 13 11 $ 98,866
Mr. Haggerty............. 8 7 $ 108,236
TRANSACTIONS WITH CERTAIN RELATED PERSONS
From time to time Warwick Savings 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 Warwick Savings 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 $306,005 as of December 31, 1999. In addition, Warwick
Savings has committed a line of credit of $2.5 million to Warwick Valley
Telephone Company, of which $900,000 was outstanding at December 31, 1999. Mr.
Nielsen and Mr. Knipp are directors, and Mr. Knipp is the former Chief Executive
Officer, of Warwick Valley Telephone Company.
Mr. Krahulik is a partner in the law firm of Bonacic, Blustein &
Krahulik, LLP, which Warwick Savings retains to provide certain legal services.
During the fiscal year ended December 31, 1999, Warwick Savings paid $161,052
for legal services provided during such period (which includes fees paid to the
firm Beattie & Krahulik during 1999 prior to its merger into the law firm of
Bonacic, Blustein & Krahulik, LLP in August 1999). In addition, the firm
received fees in the amount of approximately $491,290 from third parties
pursuant to its representation of Warwick Savings in loan closings and other
legal matters for the fiscal year ended December 31, 1999. Towne Center Mortgage
and Bonacic, Blustein & Krahulik, LLP, are co-tenants on the lease for Towne
Center Mortgage's office in West Milford, New Jersey. Mr. McDermott is a
managing partner in J.D. Blake Company, which leases office space to the
Company.
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 fiscal year ended December 31, 1999. All of such filing requirements
of the Company's directors and executive officers (other than R. Michael Kennedy
and Robert N. Smith, who each filed one late report of changes in his ownership
of the Company's Common Stock, and John J. McDermott III, who filed a late
initial report of ownership of the Company's Common Stock) were satisfied during
the fiscal year
21
<PAGE>
ended December 31, 1999, 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, 2000, 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
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."
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 2001 Annual Meeting of Shareholders must be
received by the Company on or before November 18, 2000. 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
22
<PAGE>
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 fiscal year ended
December 31, 1999, containing consolidated statements of financial condition as
of December 31, 1999 and December 31, 1998 and related consolidated statements
of income, changes in shareholders' equity and cash flows for the fiscal years
ended December 31, 1999, 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 Warwick
Savings' and Towne Center 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 fiscal year ended December 31, 1999 with the SEC. Shareholders may obtain,
free of charge, a copy of such transition report (excluding exhibits) by writing
to Karen J. Hall, Assistant Vice President, The Warwick Savings Bank, 591 Route
17M, Monroe, New York 19050. 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,
[Facsimile signature]
Nancy L. Sobotor-Littell
Corporate Secretary
Warwick, New York
March 17, 2000
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.
23
<PAGE>
<TABLE>
<CAPTION>
REVOCABLE PROXY
WARWICK COMMUNITY BANCORP, INC.
<S> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF Please mark your vote as
WARWICK COMMUNITY BANCORP, INC. indicated in this example /X/
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
TUESDAY, APRIL 18, 2000 1. Election of Directors for a
three-year term (except as WITH- FOR ALL
The undersigned shareholder of Warwick Community Bancorp, marked to the contrary below): FOR HOLD EXCEPT
Inc. ("Company") hereby appoints Ronald J. Gentile, Emil R. ___ ___ ___
Krahulik 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 FRANCES M. GORISH, R. MICHAEL KENNEDY, JOHN W. SANFORD, III
which the undersigned may be entitled to vote at the Annual AND ROBERT N. SMITH
Meeting of Shareholders ("Annual Meeting") to be held at The Inn
at Central Valley, Smith Clove Road, Central Valley, New York INSTRUCTION: To withhold authority to vote for any
10917, on Tuesday, April 18, 2000 at 9:30 a.m., Eastern time, individual nominee, mark "For All Except" and write that
and at any adjournment or postponement thereof. nominee's name in the space provided below.
______________________________________________________________
2. Ratification of appointment of
Arthur Andersen LLP as independent FOR WITHHOLD ABSTAIN
auditors for the Company for the ___ ___ ___
fiscal year ending December 31, /__/ /__/ /__/
2000.
3. 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 be sure to sign and date Date Please mark box if you plan to attend the ___
this Proxy in the box below Annual Meeting. (IMPORTANT: If your shares /__/
are not registered in your name, you will
need additional documentation to attend the
Annual Meeting.)
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
Shareholder sign above---------Co-holder (if any) sign above NOMINEES LISTED IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2.
Detach above card, sign, date and mail in postage paid envelope provided.
WARWICK COMMUNITY BANCORP, INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2.
The undersigned hereby acknowledges receipt of the Notice of the 2000 Annual Meeting of Shareholders and the Proxy Statement,
dated March 17, 2000, for the Annual Meeting to be held on April 18, 2000.
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.
</TABLE>
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 17, 2000
TO: ALL EMPLOYEE STOCK OWNERSHIP PLAN AND
401(K) SAVINGS PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 2000
-----------------------------------------------------------
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
HSBC Bank USA 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 18, 2000 ("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 17, 2000.
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 1, 2000. You have this right because you are deemed to be a
"named fiduciary" of the shares of the Company's common stock allocated to your
account. As a named fiduciary, the law gives you the right to direct the Trustee
how to vote your shares, and requires the Trustee to follow your directions
except in limited circumstances. As a named fiduciary, you, and not the Trustee,
will be responsible for the consequences of the voting directions that you give.
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.
<PAGE>
-2-
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 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 1, 2000, 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. You have this right because the 401(k) Plan has deemed you a "named
fiduciary" of the shares of common stock of the Company held in your account. As
a named fiduciary, the law gives you the right to direct the Trustee how to vote
your shares, and requires the Trustee to follow your directions except in
limited circumstances. As a named fiduciary, you, and not the Trustee, will be
responsible for the consequences of the voting directions that you give.
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 1, 2000. If you do not direct the Trustee how to vote the shares in your
401(k) stock account or if you ABSTAIN as to a proposal, 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 1, 2000, 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 7, 2000. Your vote will not be
revealed to the Company or The Warwick Savings Bank.
<PAGE>
-3-
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 2247.
Very truly yours,
THE COMMITTEE OF FOR THE WARWICK
SAVINGS BANK 401(K) SAVINGS PLAN
AND THE WARWICK COMMUNITY BANCORP,
INC. EMPLOYEE STOCK OWNERSHIP PLAN.
Enclosures
<PAGE>
________________________
WARWICK COMMUNITY BANCORP, INC.
FOR OFFICE USE ONLY
CONFIDENTIAL VOTING INSTRUCTION FOR THE WARWICK Name:
COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN No. of Shares:
________________________
I acknowledge that HSBC Bank USA is the trustee (the "Trustee") and holder of
record of shares of Warwick Community Bancorp, Inc. (the "Company") common stock
under the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan (the
"ESOP"). I understand that the above-stated number of shares are allocated to my
account under the ESOP as of March 1, 2000 and will be voted as indicated below,
all as described in the accompanying letter from the Committee dated March 17,
2000. The unallocated shares and any allocated shares held in the ESOP 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 ESOP for the Annual Meeting of Shareholders
to be held on April 18, 2000 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 17, 2000, a copy of which I have
received.
I hereby direct the Trustee to vote /X/ Please mark your votes like this
my shares as follows: in blue or black ink
- --------------------------------------------------------------------------------
1. Election of Directors for FOR all Nominees (except WITHHOLD
a three-year term. as otherwise indicated) for all Nominees
NOMINEES:
___ ___
Frances M. Gorish /__/ /__/
R. Michael Kennedy
John W. Sanford, III
Robert N. Smith
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ---------------------------------------------
- --------------------------------------------------------------------------------
2. Ratification of appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as ___ ___ ___
independent auditors for the /__/ /__/ /__/
Company for the fiscal year
ending December 31, 2000.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2.
The Trustee of the ESOP, HSBC Bank USA, 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 7, 2000.
<PAGE>
________________________
WARWICK COMMUNITY BANCORP, INC.
FOR OFFICE USE ONLY
CONFIDENTIAL VOTING INSTRUCTION FOR THE WARWICK
SAVINGS BANK 401(k) PLAN Name:
No. of Shares:
________________________
I acknowledge that HSBC Bank USA 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) Savings 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 1, 2000 and will be voted as indicated below,
all as described in the accompanying letter from the Committee dated March 17,
2000. 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
18, 2000 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 17, 2000, a copy of which I have received.
I hereby direct the Trustee to vote /X/ Please mark your votes like this
my shares as follows: in blue or black ink
- --------------------------------------------------------------------------------
1. Election of Directors for FOR all Nominees (except WITHHOLD
a three-year term. as otherwise indicated) for all Nominees
NOMINEES:
___ ___
Frances M. Gorish /__/ /__/
R. Michael Kennedy
John W. Sanford, III
Robert N. Smith
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------
- --------------------------------------------------------------------------------
2. Ratification of appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as ___ ___ ___
independent auditors for the /__/ /__/ /__/
Company for the fiscal year
ending December 31, 2000.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2.
The Trustee of the 401(k) Plan, HSBC Bank USA, 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 7, 2000.
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 17, 2000
TO: ALL RECOGNITION AND RETENTION PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 2000
-----------------------------------------------------------
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 18, 2000 ("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 17, 2000.
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 1, 2000. 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 7, 2000. 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 2247.
Very truly yours,
THE COMMITTEE FOR THE RECOGNITION AND RETENTION
PLAN OF WARWICK COMMUNITY BANCORP, INC.
Enclosures
<PAGE>
________________________
WARWICK COMMUNITY BANCORP, INC.
FOR OFFICE USE ONLY
CONFIDENTIAL VOTING INSTRUCTION FOR THE RECOGNITION
AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC. Name:
No. of Shares:
________________________
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 have been awarded to me and are held by the Trustee under the
RRP as of March 1, 2000 and will be voted as indicated below, all as described
in the accompanying letter from the Committee dated March 17, 2000. Any unvested
shares of a participant's award held in the RRP for which no instructions are
received will not be voted. To the extent that the RRP contains shares not
allocated in connection with an award, the Trustee shall vote those shares as
the Committee directs to reflect the voting directions given by participants
with respect to shares allocated in connection with their awards. 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 18, 2000 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
17, 2000, a copy of which I have received.
I hereby direct the Trustee to /X/ Please mark your votes like this in
vote my shares as follows: blue or black ink
- --------------------------------------------------------------------------------
1. Election of Directors for FOR all Nominees (except WITHHOLD
a three-year term. as otherwise indicated) for all Nominees
NOMINEES:
___ ___
Frances M. Gorish /__/ /__/
R. Michael Kennedy
John W. Sanford, III
Robert N. Smith
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------
- --------------------------------------------------------------------------------
2. Ratification of appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as ___ ___ ___
independent auditors for the /__/ /__/ /__/
Company for the fiscal year
ending December 31, 2000.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2.
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 7, 2000.
