<PAGE>
SCHEDULE 14-A 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 (S)240.14a-11(c) or (S)240.14a-12
RICHMOND COUNTY FINANCIAL CORP.
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
RICHMOND COUNTY FINANCIAL CORP.
1214 CASTLETON AVENUE
STATEN ISLAND, NEW YORK 10310
(718) 448-2800
October 3, 2000
Fellow Shareholders:
You are cordially invited to attend the 2000 annual meeting of shareholders
of Richmond County Financial Corp., the holding company for Richmond County
Savings Bank, Staten Island, New York, which will be held on November 3, 2000 at
10:00 a.m., local time, at The Staaten, 697 Forest Avenue, Staten Island, New
York 10310.
The attached notice of the annual meeting and the proxy statement describe
the business to be transacted at the annual meeting. Directors and officers of
Richmond County as well as a representative of Ernst & Young LLP, the Company's
independent auditors, will be present at the annual meeting to respond to any
questions that our shareholders may have regarding the business to be
transacted.
The Board of Directors of Richmond County has determined that the matters
to be considered at the annual meeting are in the best interests of Richmond
County and its shareholders. For the reasons set forth in the proxy statement,
the Board of Directors unanimously recommends that you vote "FOR" each of the
nominees as directors specified under Proposal 1, and that you vote "FOR"
Proposal 2, the ratification of independent auditors.
Please sign and return the enclosed proxy card promptly. Your cooperation
is appreciated as a majority of the common stock must be represented, either in
person or by proxy, to constitute a quorum for the conduct of business at the
annual meeting.
On behalf of the Board of Directors and all of the employees, I thank you
for your continued interest and support.
Sincerely yours,
/s/ Michael F. Manzulli
Michael F. Manzulli
Chairman of the Board
and Chief Executive Officer
<PAGE>
RICHMOND COUNTY FINANCIAL CORP.
1214 CASTLETON AVENUE
STATEN ISLAND, NEW YORK 10310
__________________________________
Notice of Annual Meeting of Shareholders
To Be Held on November 3, 2000
__________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Richmond
County Financial Corp., the holding company for Richmond County Savings Bank,
will be held on November 3, 2000 at 10:00 a.m., local time, at The Staaten, 697
Forest Avenue, Staten Island, New York 10310.
The purpose of the annual meeting is to consider and vote upon the
following matters:
1. the election of three directors to a three-year term of office;
2. the ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending June 30, 2001; and
3. such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.
The Board of Directors has established September 13, 2000 as the record
date for the determination of shareholders entitled to receive notice of and to
vote at the annual meeting and at any adjournments thereof. Only record holders
of the common stock of Richmond County as of the close of business on such
record date will be entitled to vote at the annual meeting or any adjournments
thereof. In the event there are not sufficient votes for a quorum or to approve
the foregoing proposals at the time of the annual meeting, the annual meeting
may be adjourned in order to permit further solicitation of proxies by Richmond
County. A list of shareholders entitled to vote at the annual meeting will be
available at Richmond County Financial Corp., 1214 Castleton Avenue, Staten
Island, New York 10310, for a period of 10 days prior to the annual meeting and
will also be available at the annual meeting itself.
By Order of the Board of Directors
/s/ Diane L. DeLillo
Diane L. DeLillo, Esq.
Corporate Secretary
Staten Island, New York
October 3, 2000
<PAGE>
RICHMOND COUNTY FINANCIAL CORP.
_______________________
Proxy Statement
Annual Meeting of Shareholders
November 3, 2000
_______________________
This proxy statement is being furnished to shareholders of Richmond County
Financial Corp. in connection with the solicitation by the Board of Directors of
proxies to be used at the annual meeting of shareholders, to be held on November
3, 2000 at 10:00 a.m., local time, at The Staaten, 697 Forest Avenue, Staten
Island, New York 10310, and at any adjournments thereof. The 2000 Annual Report
to Shareholders, including the consolidated financial statements of the Company
for the fiscal year ended June 30, 2000, accompanies this proxy statement which
is first being mailed to record holders on or about October 3, 2000.
Voting And Proxy Procedure
Who Can Vote at the Meeting
You are entitled to vote your Richmond County common stock if the records
of the Company show that you held your shares as of the close of business on
September 13, 2000. As of the close of business on that date, a total of
27,107,472 shares of Richmond County common stock were outstanding and entitled
to vote. Each share of common stock has one vote. As provided in the Company's
Certificate of Incorporation, record holders of the Company's common stock who
beneficially own, either directly or indirectly, in excess of 10% of the
Company's outstanding shares are not entitled to any vote in respect of the
shares held in excess of the 10% limit.
Attending the Meeting
If you are a beneficial owner of Richmond County common stock held by a
broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of Richmond County common stock held in street name in person at the
meeting, you will have to get a written proxy in your name from the broker, bank
or other nominee who holds your shares.
Vote Required
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting. Broker non-votes also will be counted for purposes for determining the
existence of a quorum. A broker non-vote occurs when a broker, bank or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of
<PAGE>
Ernst & Young LLP as independent auditors, you may vote in favor of the
proposal, vote against the proposal or abstain from voting. This matter will be
decided by the affirmative vote of a majority of the votes cast at the annual
meeting. On this matter, abstentions and broker non-votes will have no effect on
the voting.
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of
Richmond County for the purpose of requesting that you allow your shares of
Richmond County common stock to be represented at the annual meeting by the
persons named in the enclosed proxy card. All shares of Richmond County common
stock represented at the meeting by properly executed proxies will be voted in
accordance with the instructions indicated on the proxy card. If you sign and
return a proxy card without giving voting instructions, your shares will be
voted as recommended by the Company's Board of Directors. Instead of voting by
proxy, shareholders of record can vote their shares over the Internet, or by
calling a specially designated telephone number. These new Internet and
telephone voting procedures are designed to authenticate shareholders'
identities, allow shareholders to provide their voting instructions and confirm
that their instructions have been recorded properly. Specific instructions for
shareholders of record who wish to use the Internet or telephone voting
procedures are set forth on the enclosed proxy card. The Board of Directors
recommends a vote FOR each of the nominees for director and FOR ratification of
Ernst & Young LLP as independent auditors.
If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the meeting in order to solicit additional proxies. If the
annual meeting is adjourned or postponed, your Richmond County common stock may
be voted by the persons named in the proxy card on the new meeting date as well,
unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Richmond County common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form that accompanies this proxy statement. If you wish to
change your voting instructions after you have returned your voting instruction
form to your broker or bank, you must contact your broker or bank.
The cost of solicitation of proxies on behalf of management will be borne
by Richmond County. In addition to the solicitation of proxies by mail,
Georgeson Shareholder Services, a proxy solicitation firm, will assist the
Company in soliciting proxies for the annual meeting and will be paid a fee of
$7,000, plus out-of-pocket expenses. Proxies may also be solicited personally
or by telephone by directors, officers and other employees of the Company and
its subsidiary, Richmond County Savings Bank, without additional compensation
therefor. 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 send proxy material to, and obtain proxies from, such
beneficial owners, and will reimburse such persons for their reasonable expenses
in doing so.
2
<PAGE>
Participants in Richmond County's and Richmond County Savings' Benefit Plans
If you are a participant in the Richmond County Savings Bank Employee Stock
Ownership Plan, or the Richmond County 401(k) Plan, or if you have grants of
restricted stock under the Richmond County Financial Corp. 1998 Stock-Based
Incentive Plan (the "Richmond County Incentive Plan") or the Richmond County
Financial Corp. Stock Compensation Plan (formerly referred to as the "Bayonne
Bancshares, Inc. 1998 Stock-Based Incentive Plan"), you will receive separate
proxy cards for the shares of common stock you own through each of these plans.
Each such proxy card you receive will serve as a voting instruction card for the
trustees or administrators of these plans in which you have shares of common
stock credited to your account. If you own shares through any of these plans and
do not vote, the respective plan trustees will vote the shares in accordance
with the terms of the respective plans.
Proxies solicited hereby are to be returned to the Company's transfer
agent, Registrar and Transfer Company. The Board of Directors has designated
Registrar and Transfer to act as the inspector of election and tabulate the
votes at the annual meeting. Registrar and Transfer is not otherwise employed
by, or a director of, the Company or any of its affiliates. After the final
adjournment of the annual meeting, the proxies will be returned to the Company.
3
<PAGE>
Stock Ownership
The following table provides information as of September 13, 2000 with
respect to persons known by the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person is considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investment power.
<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Name and Address Shares Owned Outstanding
------------------------------------------- ------------ ------------
<S> <C> <C>
Richmond County Savings Bank Employee Stock 2,111,599/(1)/ 7.79%
Ownership Plan
1214 Castleton Avenue
Staten Island, New York 10310
Richmond County Savings Foundation 1,866,300/(2)/ 6.88%
1214 Castleton Avenue
Staten Island, New York 10310
Thomson, Horstmann & Bryant, Inc. 1,706,100/(3)/ 6.29%
Park 80 West, Plaza One
Saddle Brook, New Jersey 07663
</TABLE>
____________________________
(1) The ESOP Committee administers the ESOP. Retirement Savings Group, Inc. has
been appointed as the corporate trustee for the ESOP. Under the terms of
the ESOP, the ESOP trustee votes unallocated shares and allocated shares for
which no voting instructions are received in the same proportion as shares
for which the trustee has received voting instructions from participants.
As of December 31, 1999, 211,388 shares have been allocated to participants'
accounts.
(2) The Richmond County Savings Foundation was established and funded by
Richmond County in connection with Richmond County Savings' conversion with
an amount of Richmond County's common stock equal to 8.0% of the total
amount of common stock sold in the conversion. The Richmond County Savings
Foundation is a Delaware non-stock corporation and is dedicated to the
promotion of charitable purposes within the communities in which Richmond
County Savings operates. The Richmond County Savings Foundation is governed
by a Board of Directors with 13 members, including all of the directors of
Richmond County and Richmond County Savings. Pursuant to the terms of the
contribution of common stock, as mandated by the Office of Thrift
Supervision ("OTS"), all shares of common stock held by the Richmond County
Savings Foundation must be voted in the same ratio as all other voted shares
of Richmond County's common stock on all proposals considered by
shareholders of Richmond County.
(3) Based on information disclosed on Schedule 13G/A, filed with the SEC on
January 12, 2000. Thomson, Horstmann & Bryant, Inc. is an investment
adviser under Section 203 of the Investment Advisers Act of 1940.
4
<PAGE>
The following table provides information about the shares of Richmond
County common stock that may be considered to be owned by each director, nominee
or named executive officer of the Company and by all directors and executive
officers of the Company as a group as of September 13, 2000. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Number of
Shares That
Number May
of Shares Be Acquired
Owned Within 60 Days Percent of
(excluding by Exercising Common Stock
Name options) Options outstanding/(10)/
------- -------------- ---------------- -----------------
Directors
<S> <C> <C> <C>
Anthony E. Burke........................... 164,288/(1)(2)(3)/ 158,541 1.18%
Godfrey H. Carstens, Jr.................... 52,391/(1)/ 52,847 0.39
Robert S. Farrell.......................... 64,945/(1)(4)/ 52,847 0.43
William C. Frederick, M.D.................. 51,846/(1)/ 52,847 0.39
James L. Kelley............................ 89,794/(1)(5)(7)/ 52,847 0.53
Michael F. Manzulli........................ 301,409/(1)(2)(3)(6)(7)/ 264,236 2.07
Patrick F.X. Nilan......................... 297,857/(1)(2)(8)/ 23,246 1.16
T. Ronald Quinlan, Jr...................... 51,846/(1)/ 52,847 0.39
Maurice K. Shaw............................ 56,326/(1)/ 52,847 0.40
Named Executive Officers Who Are Not
Also Directors
Thomas R. Cangemi.......................... 130,160/(2)(3)(9)(1)/ 105,695 0.87
All directors and executive
officers as a group (23 persons).......... 1,648,287/(7)/ 1,009,681 9.45%
</TABLE>
____________________________
(1) Includes unvested shares of restricted stock awarded under the Richmond
County Financial Corp. 1998 Stock-Based Incentive Plan as follows: Mr.
Burke, 126,832 shares; Mr. Carstens, 40,000 shares; Mr. Farrell, 40,000
shares; Mr. Frederick, 40,000 shares; Mr. Cangemi, 84,555 shares;
Mr. Kelley, 40,000 shares; Mr. Manzulli, 211,388 shares; Mr. Nilan, 6,135
shares; Mr. Quinlan, 40,000 shares; Mr. Shaw, 40,000 shares; and all
officers and directors as a group, 737,575 shares.
(2) Includes shares allocated to the account of the individuals under the ESOP
as of June 30, 2000 as to which each individual has voting but not
investment power as follows: Mr. Burke, 4,203 shares; Mr. Manzulli, 4,203
shares; Mr. Cangemi, 4,067 shares; Mr. Nilan, 20,742 shares; and all
officers and directors as a group, 80,666 shares.
(3) Includes shares held in the trust of the Richmond County Savings 401(k)
Plan as to which each individual shared voting and investment power as
follows: Mr. Burke, 2,145 shares; Mr. Manzulli, 12,974 shares; Mr. Cangemi,
1,759 shares and all officers and directors as a group, 43,217 shares.
(4) Includes 14,400 shares held by Mr. Farrell's wife and 1,045 shares held in
Mr. Farrell's wife's IRA.
(5) Includes 104 shares held by Mr. Kelley's daughter and 1,613 shares held by
Mr. Kelley's wife.
(6) Includes 10,000 shares held by Mr. Manzulli's wife.
(7) Includes 31,150 shares held in the Lahr, Dillon, Manzulli, Kelley & Penett
Pension Trust over which Messrs. Kelley and Manzulli share voting and
investment power. Messrs. Kelley and Manzulli disclaim beneficial
ownership of the reported securities except to the extent of each such
person's pecuniary interest therein.
(8) Includes 106,786 shares held by Mr. Nilan's wife.
(9) Includes 675 shares held by Mr. Cangemi's wife.
(10) Percentages with respect to each person or group of persons have been
calculated on the basis of 27,107,472 shares of Richmond County's common
stock, the number of shares of the Company's common stock outstanding and
entitled to vote as of September 13, 2000, plus the number of shares of the
Company's common stock which such person or group of persons has the right
to acquire within 60 days after the record date by the exercise of stock
options.
5
<PAGE>
Proposals To Be Voted On At The Annual Meeting
Proposal 1. Election of Directors
The Company's Board of Directors consists of nine directors. Currently,
seven of them are independent directors and two are members of management. The
Board is divided into three classes, with one-third of the directors elected
each year. Each of the nine members of the Board also presently serves as a
director of Richmond County Savings. Directors are elected for terms of three
years each, or until their successors are elected and qualified. The three
nominees proposed for election at the annual meeting are Michael F. Manzulli,
Godfrey H. Carstens, Jr., and Robert S. Farrell.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that proxies will be voted for the election of
the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board has no reason to
believe that any of the persons named will be unable or unwilling to serve. No
person being nominated as a director is being proposed for election pursuant to
any agreement or understanding between any such person and the Company. Unless
authority to vote for the directors is withheld, it is intended that the shares
represented by the enclosed proxy card will be voted "FOR" the election of all
nominees proposed by the Board of Directors.
The Board of Directors recommends a vote "FOR" the election of all nominees
named in this proxy statement.
Information with Respect to Nominees, Continuing Directors and Certain Executive
Officers
Patrick F.X. Nilan is a former director of Bayonne Bancshares, Inc. who was
elected to the Board by the Board in March 1999 in accordance with the terms of
the Company's agreement to acquire Bayonne. Mr. Nilan was subsequently elected
by shareholders to the class of the Board whose term expires in 2002. The
Company's merger agreement with Bayonne Bancshares originally contemplated that
Mr. Nilan would serve on the Board through the Company's year 2000 annual
meeting of shareholders. However, the Board has determined that it would be
beneficial to the Company to retain Mr. Nilan's services as a director.
Accordingly, Mr. Nilan has agreed to remain on the Board.
Information regarding the nominees for election at the annual meeting, as
well as information regarding the continuing directors whose terms expire in
2001 and 2002, is provided below. Unless otherwise stated, each nominee has
held his current occupation for the last five years. The age indicated in each
nominee's biography is as of June 30, 2000. The indicated period for service as
a director includes service as a director of Richmond County Savings.
Nominees for Election of Director
Michael F. Manzulli is Chairman of the Board and Chief Executive Officer of
Richmond County and Richmond County Savings. Mr. Manzulli is also a member of
the board of directors of Peter B. Cannell & Co., Inc., an investment management
firm located in New York City, a member of the board of directors of the
Richmond County Savings Foundation, and is partner at the law firm of Lahr,
Dillon, Manzulli, Kelley & Pennet, P.C. Age 59. Director since 1990.
6
<PAGE>
Godfrey H. Carstens, Jr. is owner and President of Carstens Electrical
Supply Co. and is also a member of the board of the directors of the Richmond
County Savings Foundation. Age 72. Director since 1973.
Robert S. Farrell is President of H.S. Farrell, Inc., a building supply
company and is also a member of the board of the directors of the Richmond
County Savings Foundation. Age 74. Director since 1973.
Directors Continuing in Office
The following directors have terms ending in 2001:
James L. Kelley is a partner of the law firm Lahr, Dillon, Manzulli, Kelley
& Pennet, P.C. and is also a member of the board of the directors of the
Richmond County Savings Foundation. Age 58. Director since 1997.
T. Ronald Quinlan, Jr. is the retired President of Quinlan Fuel Service and
is also a member of the board of the directors of the Richmond County Savings
Foundation. Age 73. Director since 1978.
Anthony E. Burke is President and Chief Operating Officer of Richmond
County and Richmond County Savings. Mr. Burke is also a member of the board of
directors of Peter B. Cannell & Co. Inc., an investment management firm located
in New York City, and a member of the board of the directors of the Richmond
County Savings Foundation. Mr. Burke was formerly a partner with the financial
services industry group of Ernst & Young LLP. Age 53. Director since 1997.
The following directors have terms ending in 2002:
William C. Frederick, M.D. is a retired surgeon in Staten Island, New York
and is also a member of the board of the directors of the Richmond County
Savings Foundation. Age 72. Director since 1980.
Maurice K. Shaw is a retired Senior Vice President Keyspan Energy
Corporation. Mr. Shaw is also a member of the board of directors of the South
Jersey Savings Charitable Foundation and a member of the board of the directors
of the Richmond County Savings Foundation. Age 61. Director since 1979.
Patrick F.X. Nilan served as Chairman of the Board of Bayonne Bancshares,
Inc. and First Savings Bank of New Jersey, SLA from 1997 until Bayonne was
acquired by Richmond County in March 1999. Prior to that time, Mr. Nilan had
served as President and Chief Executive Officer of First Savings Bank of New
Jersey, SLA from 1994 until his retirement in 1997. Mr. Nilan is also a member
of the board of the directors of the Richmond County Savings Foundation. Age
70. Director since 1999.
Named Executive Officers Who Are Not Also Directors
Thomas R. Cangemi is Executive Vice President, Chief Financial Officer and
Treasurer of Richmond County and Richmond County Savings. Mr. Cangemi is also a
member of the board of directors of Peter B. Cannell & Co., Inc., an investment
management firm located in New York City. Mr. Cangemi is also a member of the
board of directors of the South Jersey Savings Charitable Foundation. Mr.
Cangemi formerly held a variety of executive positions at publicly-traded
companies, including financial institutions. Age 32.
7
<PAGE>
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors of Richmond County and Richmond County Savings
conduct business through meetings and the activities of their committees. The
Boards of Directors of the Company and the Bank generally meet on a monthly
basis and both may have additional meetings as needed. During the fiscal year
ended June 30, 2000, the Board of Directors of the Company held 14 meetings.
The Board of Trustees of the Bank held 12 meetings during fiscal 2000. All of
the directors of the Company attended at least 75% of the total number of the
Company's Board meetings held and committee meetings on which such directors
served during the fiscal year ended June 30, 2000. The Board of Directors of
the Company and Bank maintain committees, the nature and composition of which
are described below.
Audit Committee. The Audit Committee of the Company consists of Messrs.
Farrell, Frederick, Nilan, Quinlan and Shaw, all of whom are outside directors.
The Audit and Examining Committee of the Bank also consists of Messrs. Farrell,
Frederick, Nilan, Quinlan and Shaw. These committees are responsible for the
review of audit reports and management's actions regarding the implementation of
audit findings and to review compliance with all relevant laws and regulations.
The committees met four times in fiscal 2000.
Nominating Committee. Richmond County's Nominating Committee for the 2000
annual meeting consists of all of the directors of the Company. The committee
considers and recommends the nominees for director to stand for election at the
Company's annual meeting of shareholders. The Company's Certificate of
Incorporation and Bylaws provide for shareholder nominations of directors.
These provisions require such nominations to be made pursuant to timely notice
in writing to the Corporate Secretary of the Company. The shareholder's notice
of nomination must contain all information relating to the nominee which is
required to be disclosed by the Company's Bylaws and by the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). See "Additional Information--
Notice of Business to be Conducted at a Special or Annual Meeting." The
Nominating Committee met two times in fiscal 2000.
Compensation Committee. The Compensation Committee of the Company consists
of Messrs. Carstens, Farrell, Frederick and Shaw. This committee is responsible
for all matters regarding compensation and fringe benefits for officers and
employees of the Company and the Bank and meet on an as needed basis. See
"Executive Compensation--Compensation Committee Report on Executive
Compensation." The Compensation Committee of the Company met four times in
fiscal 2000.
Directors' Compensation
Directors' Fees. For fiscal 2000, outside directors of the Company
received an annual retainer of $25,000. No additional fees are paid for Board
or committee meetings attended. Outside directors of the Bank are currently
paid $1,400 per Board meeting attended and $850 per committee meeting attended.
Stock Compensation Plan. On February 17, 2000, each outside director was
awarded non-statutory options to purchase 12,000 shares of common stock at an
exercise price of $18.06, (the "directors' awards") under the Richmond County
Financial Corp. Stock Compensation Plan. The directors' awards begin vesting in
five equal annual installments on February 17, 2001. In the event an outside
director ceases service due to death or disability, all awards granted to the
director under the plan will immediately vest or become exercisable and remain
exercisable for a period of three years. Additionally, Keneth DeForest, a
director emeritus, was awarded options to purchase 5,936 shares of common stock
at an exercise price of $18.06 under the Stock Compensation Plan. The committee
responsible for administering the Stock Compensation
8
<PAGE>
Plan may also accelerate the vesting of a director's awards in the event of
retirement. Also, all directors' awards automatically become fully vested in the
event of a change in control of the Bank or the Company.
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that Richmond County specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, Richmond County is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and certain other executive officers of the Company for
the fiscal year ended June 30, 2000. The following discussion addresses
compensation information relating to the Chief Executive Officer and executive
officers of the Company and the Bank for fiscal 2000 and sets forth the joint
report of the Compensation Committees of the Company and the Bank (collectively
the "Compensation Committee"). The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment of this
requirement, the Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.
General Policy. The Compensation Committee has the responsibility to
recommend to the Board of Directors the amount and composition of compensation
paid to the executive officers. The Board of Directors has the responsibility
to review the report of the Compensation Committee and act on its
recommendations. It is the policy of the Compensation Committee to review
executive compensation not less than annually and more often if it deems
appropriate.
For fiscal 2000, the Compensation Committee operated under a policy to
structure executive compensation in a manner intended to limit the likelihood
that current compensation would exceed the limits for deductibility prescribed
by Section 162(m) of the Internal Revenue Code, as amended (the "Code"). This
policy will continue to be operative for fiscal 2001. However, the Compensation
Committee retains discretion to make future exceptions to this policy, and in
determining whether to do so, the Compensation Committee may consider a number
of factors, including Richmond County's and Richmond County Savings' tax
position, the materiality of amounts likely to be involved and any potential
ramifications of the loss of flexibility to respond to unforeseeable changes in
circumstances.
The Compensation Committee's goal is to utilize whatever means it considers
necessary to obtain adequate and up-to-date information upon which to base its
recommendations to the Board of Directors. The process which the committee
utilized for fiscal 2000 stemmed from its use of the results of various
compensation surveys previously prepared by independent consultants which were
used to form the basis of the committee's prior compensation decisions. As
discussed further below, this survey information was updated to reflect levels
of executive compensation as reported in industry salary reviews and the
publically filed reports of the Company's peers.
9
<PAGE>
Additionally, consistent with past practice, assessing the performance of
the Chief Executive Officer and other executive officers of Richmond County and
Richmond County Savings is an integral part of the committee's compensation
determinations. The Chief Executive Officer evaluates the performance of all
other executive officers and reports to the Compensation Committee. The
Compensation Committee evaluates the performance of the Chief Executive Officer.
The Compensation Committee then reports to the Board of Directors regarding the
performance of the Chief Executive Officer and other executive officers. The
committee also recommends to the Board the compensation of each of the executive
officers, including the Chief Executive Officer. Upon review of the
Compensation Committee's recommendations, the Board of Directors sets all
executive compensation. The Chief Executive Officer, a member of the Board of
Directors, abstains from voting on matters related to his compensation.
In fiscal 2000, the Compensation Committee made particular note of the
executive officers' performance with regard to the Company's acquisition of
South Jersey Financial Corporation, Inc. in furtherance of the Company's
continued effort to expand its presence in New Jersey. This acquisition, which
was completed on July 31, 2000, immediately enhanced shareholder value through
cost savings and earnings accretion. Also taken into consideration was the
executive officers' performance in connection with the Company's acquisition of
a minority investment in Peter B. Cannell & Co., Inc., an investment management
firm. This acquisition has enhanced the Company's ability to increase its non-
interest income stream.
Further, in preparing its analysis with respect to comparative compensation
data, the Compensation Committee considers characteristics of peer institutions
such as asset size, off-balance sheet assets, earnings, type of business
operations, corporate structure and geographic location. With respect to
analyzing comparative data for individual executive officers at peer
institutions, the Compensation Committee considers the scope and similarity of
officer positions, experience and the complexity of individual officer
responsibilities.
Compensation Committee Considerations for Fiscal 2000. Compensation for
executive officers is generally composed of salary, bonus, participation in
various employee benefit plans, such as the employee stock ownership plan and
the 401(k) plan sponsored by Richmond County Savings. Executive officers may
also participate in the non-qualified deferred compensation plan sponsored by
Richmond County upon designation by the Board of Directors. The benefits
provided under the employee benefit plans are determined based on the
executive's compensation and/or years of service with Richmond County Savings.
In the past, Richmond County Savings participated in a number of
compensation surveys with peer institutions. However, as discussed above, in an
effort to ensure its competitiveness in the marketplace and in consideration of
Richmond County Savings' conversion to a stock institution and the formation of
Richmond County as a public company, the Board of Directors engaged the services
of two outside consultants, Hay Group and William M. Mercer, Incorporated for
various projects related to executive compensation for fiscal 1998. The
Compensation Committee utilized the findings and reports of both Hay and Mercer
in determining executive compensation for fiscal 1998. These compensation
levels served as the foundation for the compensation levels established for
fiscal 1999, and in turn, fiscal 2000.
Hay's report included an assessment of internal equity among certain
officer positions and compared the compensation components related to these
positions with the compensation practices of peer institutions selected by Hay.
The report set forth the methodology utilized for the selection of the peer
group, a recommended philosophy of compensation and recommended compensation
ranges and adjustments for executive officer positions.
10
<PAGE>
Mercer's report also included an analysis of the compensation of certain
executive officers in relation to the compensation practices of peer
institutions selected by Mercer. Mercer's report, which was prepared in
connection with Richmond County Savings' conversion, also included an opinion as
to the reasonable range of compensation for each position reviewed, including
the position of Chief Executive Officer.
In 1998, after considering information in both reports, including
recommendations made by Hay, together with the performance of Richmond County
Savings and the executive officers, the Compensation Committee recommended to
the Board of Directors compensation levels for executive officers, including
salary and bonus, within the range found reasonable by Mercer. The Board of
Directors approved the recommendation of the Compensation Committee.
The fiscal 1998 compensation levels continued until the beginning of
Richmond County's third fiscal quarter in 1999. In February 1999, the committee
solicited and received a compilation of its peers' executive compensation from
the "SNL Executive Compensation Review 1998 for Thrift Institutions" and from
reports these institutions filed with the SEC. Such compensation levels
remained in effect until February 2000 when the committee again solicited and
received an updated compilation of its peers' executive compensation from the
"SNL Executive Compensation Review 1999 for Thrift Institutions" and from
reports these institutions filed with the SEC. Based on this peer analysis, in
conjunction with the other factors described in this section, the executive
officers' salaries were modified so that they better reflected the salaries
commanded in the Company's market.
Compensation of the Chief Executive Officer. After taking into
consideration the factors discussed above, including compensation surveys and
the overall qualitative performance of the Chief Executive Officer in managing
Richmond County during fiscal 2000 (including his efforts related to Richmond
County's acquisition of South Jersey Financial Corporation, Inc. and the
Company's acquisition of a minority interest in Peter B. Cannell & Co., Inc. the
Compensation Committee also recommended to the Board of Directors a level of
salary and bonus for the Chief Executive Officer within the range found
reasonable by Mercer in 1998, as modified to reflect the levels of executive
compensation of Richmond County's peers as reported in the SNL Review for 1999
and as reported in those companies' SEC filings. The compensation of the Chief
Executive Officer for fiscal 2000 was not determined using any specific formula
nor did his compensation relate to specific performance criteria. The Board
approved the recommendations made by the Compensation Committee regarding the
Chief Executive Officer's compensation.
The Compensation Committee of the Board of Directors
of Richmond County
Godfrey H. Carstens, Jr. Robert S. Farrell
William C. Frederick, M.D. Maurice K. Shaw
11
<PAGE>
Stock Performance Graph. The following graph shows a comparison of total
shareholder return on Richmond County's common stock, based on the market price
of the common stock with the cumulative total return of companies on the Nasdaq
National Market and the MG Index for Savings and Loans for the period beginning
on February 18, 1998, the day the Company's common stock began trading, through
June 30, 2000. The graph was derived from a limited period of time and, as a
result, may not be indicative of possible future performance of Richmond
County's common stock. The data was supplied by Media General Financial
Services.
Comparative Total Returns
Richmond County Financial Corp., The Nasdaq Market Index and
The MG Index for Savings and Loans
[GRAPH APPEARS HERE]
SUMMARY
02/18/98 06/30/98 06/30/99 06/30/00
-------- -------- -------- --------
Richmond County Financial Corp........ $100.00 $114.86 $120.53 $123.19
Nasdaq Market Index................... $100.00 $105.55 $147.92 $222.57
MG Index for Savings and Loans........ $100.00 $101.70 $ 85.08 $ 70.79
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indices are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to 100 on February 18, 1998, the
first day of trading for Richmond County Financial Corp. common stock.
12
<PAGE>
Summary Compensation Table. The following table shows compensation paid
or accrued for the Chief Executive Officer and other executive officers of
Richmond County and Richmond County Savings employed at the end of the fiscal
year by the Company and the Bank who earned and/or received salary and bonus in
excess of $100,000 in fiscal 2000 ("named executive officers").
<TABLE>
<CAPTION>
Long-term
Compensation
--------------------------------
Annual Compensation Awards
------------------------------- --------------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Principal Fiscal Bonus Compensation Awards Options/ Compensation
Positions Year Salary($) ($) ($)(1) ($)(2) SARs (#) ($)(3)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael F. Manzulli 2000 $558,628 $250,000 $ -- $ -- -- $ 33,713
Chairman of the Board and 1999 456,346 90,000 -- 3,765,363 660,589 77,696
Chief Executive Officer of 1998 391,724 40,000 -- -- -- 42,729
Richmond County and
Richmond County Savings
Anthony E. Burke 2000 $391,041 $192,800 $ -- $ -- -- $ 26,377
President and Chief Operating 1999 319,423 75,000 -- 2,259,209 396,353 42,779
Officer of Richmond County 1998 200,992(4) -- -- -- -- --
and Richmond County Savings
Thomas R. Cangemi 2000 $207,743 $101,500 $ -- $ -- -- $ 26,464
Executive Vice President, Chief 1999 167,308 70,000 -- 1,506,140 264,236 35,881
Financial Officer of Richmond 1998 102,115(4) -- -- -- -- --
County and Richmond County
Savings
</TABLE>
--------------------
(1) For fiscal 2000, there were no (a) perquisites over the lesser of $50,000 or
10% of the individual's total 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; (d) tax payment reimbursements; or (e) preferential discounts on
stock.
(2) Includes stock awards of 264,236, 158,541 and 105,694 shares granted to
Messrs. Manzulli, Burke and Cangemi, respectively, under the Richmond County
Incentive Plan. The awards began vesting in five equal annual installments
on October 20, 1999, the first anniversary of the effective date of the
awards. When shares become vested and are distributed, the recipients will
also receive an amount equal to accumulated cash and stock dividends (if
any) with respect thereto, plus earnings thereon. All awards vest
immediately upon termination of employment due to death, disability, or
following change in control. The vesting of awards may also be accelerated
upon retirement. As of June 30, 2000, the market value of the shares held
by Messrs. Manzulli, Burke and Cangemi was $5,053,514, $3,032,097 and
$2,021,398, respectively. The dollar amounts set forth in the table
represent the market value of the shares awarded on the date of grant.
(3) Other compensation includes matching contributions of $4,540, $4,538 and
$6,485 to the Bank's 401(k) Plan for Messrs. Manzulli, Burke and Cangemi,
respectively, for fiscal 2000. Other compensation also includes $19,391,
representing the value, as of December 31, 1999, of shares allocated to the
accounts of Messrs. Manzulli, Burke and Cangemi under the ESOP in fiscal
2000. Other compensation also includes an employer contribution of $8,517
credited under the Bank's supplemental executive retirement plan for Mr.
Manzulli for fiscal 2000, and an automobile allowance for Messrs. Manzulli,
Burke and Cangemi of $1,265, $2,448 and $588, respectively, for fiscal 2000.
(4) Mr. Burke and Mr. Cangemi were both hired in October 1997 at an annual
salary of $290,000 and $150,000, respectively.
13
<PAGE>
Compensation Arrangements
Employment Agreements. Effective February 18, 1998, and as amended on
September 21, 1999, Richmond County entered into employment agreements
(collectively, the "employment agreement(s)") with Messrs. Manzulli, Burke and
Cangemi (individually, the "executive"). The employment agreements are intended
to ensure that the Company will be able to maintain a stable and competent
management base. The continued success of the Company depends to a significant
degree on the skills and competence of Messrs. Manzulli, Burke and Cangemi.
The employment agreements provide for a five-year term. The terms of the
employment agreements will be extended on a daily basis unless written notice of
non-renewal is given by the Board of Directors. The employment agreements
provide that the executive's base salary will be reviewed annually. In addition
to the base salary, the employment agreements provide for, among other things,
participation in stock benefits plans and other fringe benefits applicable to
similarly situated executive personnel.
The employment agreements provide for termination for cause as defined in
the agreements at any time. If the Bank or the Company chooses to terminate the
executive's employment for reasons other than for cause, or in the event of the
executive's resignation from the Bank and the Company upon:
. failure to re-elect or re-appoint the executive to his current
offices, unless consented to by the executive;
. a material change in the executive's functions, duties or
responsibilities, unless consented to by the executive;
. relocation of the executive's principal place of employment by more
than 25 miles from its location as of the date of the employment
agreement, unless consented to by the executive;
. a reduction in the benefits and perquisites being provided to the
executive under the employment agreement, unless consented to by the
executive;
. liquidation or dissolution of the Bank or the Company; or
. a breach of the employment agreement by the Bank or the Company
(collectively referred to as an "event of termination"),
the executive or, in the event of death, his beneficiary would be entitled to
receive an amount equal to the remaining base salary payments due to the
executive for the remaining term of the employment agreement and the
contributions that would have been made on the executive's behalf to any
employee benefit plan of the Bank or the Company during the remaining term of
the employment agreement. The Company would also continue and pay for the
executive's life, medical, health, dental and disability coverage for the
remaining term of the employment agreement. Upon termination of the executive's
employment due to an event of termination, the executive is subject to a
covenant not to compete with the Company or the Bank for one year.
Under the employment agreements, if a change in control of the Bank or the
Company occurs (as defined in the employment agreements), upon executive's
subsequent termination of employment due to dismissal, voluntary resignation for
any reason within 60 days of a change in control or resignation following any
demotion, loss of title, office or significant authority or responsibility,
reduction in annual compensation or benefits or relocation of principal place of
business more than 25 miles from his location prior to a change
14
<PAGE>
in control, the executive or, in the event of the executive's death, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(1) the payments due for the remaining terms of the employment agreement; or (2)
five times the executive's annual compensation for the most recently completed
year. The Company would also continue the executive's life, health, and
disability coverage for 60 months.
The employment agreements also provide that the Company will compensate the
executive for excise taxes imposed on any "excess parachute payments," as
defined under section 280G of the Code, made under the agreements or otherwise,
and any additional income and excise taxes imposed as a result of such
compensation. All reasonable costs and legal fees paid or incurred by the
executive pursuant to any dispute or question of interpretation relating to the
employment agreements shall be paid by the Company if the executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement. The employment agreements also provide that the Company will
indemnify the executive to the fullest extent allowable under Delaware law.
The Bank has also entered into employment agreements with Messrs. Manzulli,
Burke and Cangemi (the "bank employment agreements"). The bank employment
agreements are substantially similar in terms to the agreement each has with
Richmond County. Notwithstanding that both agreements may provide for similar
payments and benefits, no executive is entitled to receive duplicative payments
and benefits.
Fiscal Year-End Option/SAR Value. The following table provides certain
information with respect to the number of shares of common stock represented by
outstanding options held by the named executive officers as of June 30, 2000.
Also reported are the values for "in-the-money" options which represent the
positive spread between the exercise price of any such existing stock options
and the year-end price of the common stock.
<TABLE>
<CAPTION>
Value of
Number Unexercised
of Securities in-the-money
Underlying Unexercised Options/SARs
Options/SARs at Fiscal Year-
Name at Fiscal Year-End(#)(1) End($)(2)(3)
------------------- -------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Michael F. Manzulli 132,118 496,971 $644,736 $2,425,219
Anthony E. Burke 79,271 317,082 $386,843 $1,547,361
Thomas R. Cangemi 52,847 211,389 $257,894 $1,031,579
</TABLE>
____________________________________
(1) The options in this table have an exercise price of $14.25.
(2) The closing price of Richmond County's common stock on June 30, 2000 was
$19.13.
(3) Based on the market value of the underlying common stock at fiscal year-end,
minus the exercise price.
15
<PAGE>
Retirement Plan. Richmond County Savings sponsors the Retirement Plan of
Richmond County Savings Bank in RSI Retirement Trust to provide retirement
benefits for eligible employees. However, the accrual of benefits under the
retirement plan have been frozen as of March 31, 1999. The table below reflects
the pension benefit payable, and any payment due under the Supplemental
Executive Retirement Plan, discussed below, to a participant assuming various
levels of earnings and years of service. The amounts of benefits paid under the
retirement plan are not reduced for any social security benefit payable to
participants. As of June 30, 2000, Messrs. Manzulli, Burke and Cangemi had
credited years of service of 7, 2 and 2 years, respectively.
Years of Benefit Service
Final Average ------------------------------------
Compensation 15 20 25 30
------------- --------- -------- ------- -------
$ 75,000 $20,234 $26,979 $33,724 $40,469
$100,000 27,359 36,479 45,599 54,719
$125,000 34,484 45,979 57,474 68,969
$150,000 41,609 55,479 69,349 83,219
$160,000 44,459 59,279 74,099 88,919
$175,000 44,459 59,279 74,099 88,919
$200,000 44,459 59,279 74,099 88,919
$250,000 44,459 59,279 74,099 88,919
$300,000 44,459 59,279 74,099 88,919
$350,000 44,459 59,279 74,099 88,919
_________________________
(1) The compensation utilized for formula purposes includes the salary reported
in the "Summary Compensation Table."
(2) The maximum amount of annual compensation which can be considered in
computing benefits under Section 401(a)(17) of the Code, is $160,000 for
plan years beginning on or after January 1, 1998.
Supplemental Executive Retirement Plan
The Company sponsors the Richmond County Financial Corp. Supplemental
Executive Retirement Plan (the "SERP"), a non-qualified deferred compensation
plan that benefits certain individuals designated by the Board of Directors from
time to time. The SERP combines the form of the two non-qualified deferred
compensation plans previously maintained by Richmond County Savings and provides
eligible individuals with benefits that Richmond County and Richmond County
Savings would have provided to the individual under the tax-qualified Retirement
Plan, ESOP, and 401(k) Plan sponsored by Richmond County and Richmond County
Savings, but that it cannot provide under such plans as a result of certain
limitations imposed by the Code. Currently, Messrs. Manzulli and Burke
participate in the SERP. However, Mr. Burke does not participate in the SERP
with respect to benefits provided in connection with the Retirement Plan.
In addition to providing for benefits lost under the Retirement Plan, ESOP,
and 401(k) Plan as a result of these limitations, the SERP also provides
benefits to designated individuals who retire, who terminate employment in
connection with a change in control, or whose participation in the ESOP ends due
to termination of the ESOP in connection with a change in control before the
complete scheduled repayment of the ESOP loan. Generally, upon such an event,
the SERP provides the individual with a benefit equal to what the individual
would have received under the ESOP had he remained employed throughout the
scheduled term of the ESOP loan less the benefits actually provided on his
behalf under the ESOP.
In addition, as a result of the freezing of the Retirement Plan, the SERP
provides a benefit equal to the actuarial equivalent of the benefit the
participant would have accrued under the Retirement Plan from the date the plan
was frozen through his normal retirement date had the plan not been frozen.
However, this "Pension
16
<PAGE>
Restoration Benefit" has been determined as a fixed amount and will accrue
earnings in accordance with the "investment" alternatives available under the
plan.
SERP benefits, other than the Pension Restoration Benefit, generally become
payable at the same time and in the same form as the benefits under the
corresponding tax-qualified plan. The Pension Restoration Benefit becomes
payable at the same time as the SERP benefit related to the 401(k) Plan and will
be paid in a lump sum or installments, as elected by the participant.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires Richmond
County's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that, with the exception of Thomas Lupo,
a Senior Vice President of Richmond County Savings who filed a Form 4 one day
late due to a clerical oversight, each of the Company's executive officers and
directors has complied with applicable reporting requirements for transactions
in Richmond County's common stock during the fiscal year ended June 30, 2000.
Transactions With Certain Related Persons
Richmond County Savings' policies do not permit it to make loans to any of
its or Richmond County's directors, with the exception of first mortgages on
primary residences. Federal regulations require that all loans or extensions of
credit to executive officers and directors must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with the general public and must not involve
more than the normal risk of repayment or present other unfavorable features.
In addition, loans made to a director or executive officer in excess of the
greater of $25,000 or 5% of Richmond County's capital and surplus (up to a
maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors.
Richmond County Savings currently makes loans to its executive officers on
the same terms and conditions offered to the general public. The Bank's policy
provides that all loans made by Richmond County to its executive officers be
made in the ordinary course of business, on substantially the same terms,
including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other unfavorable features.
Richmond County intends that all transactions between the Company and its
executive officers, directors, holders of 10% or more of the shares of any class
of its common stock and affiliates thereof, will contain terms no less favorable
to the Company than could have been obtained by it in arms-length negotiations
with unaffiliated persons and will be approved by a majority of independent
outside directors of the Company not having any interest in the transaction.
17
<PAGE>
Proposal 2. Ratification of Appointment of Independent Auditors
Richmond County's independent auditors for the fiscal year ended June 30,
2000, were Ernst & Young LLP. The Company's Board of Directors has reappointed
Ernst & Young LLP to continue as independent auditors for the Bank and the
Company for the fiscal year ending June 30, 2001, subject to ratification of
such appointment by the shareholders.
Representatives of Ernst & Young LLP will be present at the annual meeting.
They will be given an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions from shareholders
present at the annual meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted "FOR" ratification of the appointment of Ernst & Young LLP as
the independent auditors of Richmond County.
The Board of Directors recommends that you vote "FOR" ratification of the
appointment of Ernst & Young LLP as the independent auditors of Richmond County.
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2001 annual meeting of shareholders, presently anticipated
to be held on November 2, 2001, a shareholder proposal must be received by the
Secretary of the Company at the address set forth on the notice of annual
meeting of shareholders not later than June 5, 2001. Any such proposal will be
subject to 17 C.F.R. (S)240.14a-8 of the Rules and Regulations under the
Exchange Act.
Notice of Business to be Conducted at a Special or Annual Meeting
Richmond County's Bylaws set forth the procedures by which a shareholder
may properly bring business before a meeting of shareholders. Pursuant to the
Bylaws, only business brought by or at the direction of the Board of Directors
may be conducted at an annual meeting. The Bylaws provide an advance notice
procedure for a shareholder to properly bring business before an annual meeting.
The shareholder must give written advance notice to the Secretary of the Company
not less than 90 days before the date originally fixed for such meeting;
provided, however, that in the event that less than 100 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
shareholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by shareholders must include the shareholder's name and
address, as they appear on the Company's record of shareholders, a brief
description of the proposed business, the reason for conducting such business at
the annual meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such shareholder and any material interest
of such shareholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement or the proxy relating to any annual meeting any shareholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.
18
<PAGE>
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the annual meeting other than as stated in the notice of annual
meeting of shareholders. If, however, other matters are properly brought before
the annual meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the annual meeting, you are
urged to return your proxy card promptly. If you are then present at the annual
meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the annual meeting. However, if you are a shareholder
whose shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the annual meeting.
A copy of the Form 10-K (without exhibits) for the fiscal year ended June
30, 2000, as filed with the SEC, will be furnished without charge to
shareholders of record upon written request to Diane L. DeLillo, Richmond County
Financial Corp., 1214 Castleton Avenue, Staten Island, New York 10310.
By Order of the Board of Directors
/s/ Diane L. DeLillo
Diane L. DeLillo, Esq.
Corporate Secretary
Staten Island, New York
October 3, 2000
You are cordially invited to attend the annual meeting in person.
Whether or not you plan to attend the annual meeting,
you are requested to sign, date and promptly return
the accompanying proxy card in the enclosed
postage-paid envelope or vote via the
Internet or by telephone.
19
<PAGE>
[FRONT SIDE]
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF RICHMOND COUNTY FINANCIAL CORP.
RICHMOND COUNTY FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
November 3, 2000
10:00 a.m. local time
The undersigned hereby appoints the Board of Directors of Richmond County
Financial Corp. (the "Company") to act as proxy for the undersigned, and to vote
all shares of Common Stock of the Company that the undersigned is entitled to
vote only at the Annual Meeting of Shareholders, to be held on November 3, 2000,
at 10:00 am. local time, at The Staaten, 697 Forest Avenue, Staten Island, New
York 10310, and at any and all adjournments thereof, as indicated on the reverse
side of this proxy.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the proposals
listed. If any other business is presented at the Annual Meeting, including
whether or not to adjourn the meeting, this proxy will be voted by the Board of
Directors in their best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Annual Meeting.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE VIA
THE INTERNET OR BY TELEPHONE.
______________________________
<PAGE>
[BACK SIDE]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS PRESENTED.
1. The election as directors of all nominees listed (except as marked to the
contrary below):
Michael F. Manzulli, Godfrey H. Carstens, Jr. and Robert S.
Farrell
WITHHOLD FOR FOR ALL NOMINEES
FOR ALL NOMINEES EXCEPT
--- ------------ ------
[_] [_] [_]
Instruction: to withhold authority to vote for any individual nominee, mark "For
All Nominees Except" and write that nominee's name in the space provided below.
________________________________________________________________________________
2. The ratification of the appointment of Ernst & Young LLP as independent
auditors of Richmond County Financial Corp. for the fiscal year ending June
30, 2001.
FOR AGAINST ABSTAIN
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[_] [_] [_]
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and of a
Proxy Statement dated October 3, 2000 and of the Annual Report to Shareholders.
_____________________________________ Date:
SIGNATURE OF SHAREHOLDER
_____________________________________
SIGNATURE OF SHAREHOLDER Date:
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give full title.
If shares are held jointly, each holder may sign, but only one signature is
required.
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* * * IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ THE
INSTRUCTIONS BELOW * * *
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. FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY BY MAIL .
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VOTE BY TELEPHONE/INTERNET
QUICK * * * EASY * * * IMMEDIATE
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Your telephone/Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
Please have this card handy when you call. You'll need it in front of you in
order to complete the voting process.
VOTE BY PHONE: You will be asked to enter the Control Number (look below at
right).
OPTION A To vote as the Board of Directors recommends on ALL proposals, press 1.
Your vote will be confirmed.
OPTION B If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Item 1: To VOTE FOR ALL NOMINEES, press 1; to withhold for all
nominees, press 9.
To VOTE FOR ALL NOMINEES EXCEPT for certain of the nominees,
press 0 and listen to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
Vote by Internet: The web address is www.proxyvoting.com/richmondcounty
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or Internet, DO NOT mail back your proxy.
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THANK YOU FOR VOTING
Call * * * Toll Free * * * On a Touch Tone Telephone FOR TELEPHONE/
1-877-210-0269 - ANYTIME INTERNET VOTING:
There is no charge to you for this call CONTROL NUMBER
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