[LIBERTY BANCORP, INC. LOGO]
April 5, 2000
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of Liberty
Bancorp, Inc. (the "Company"). The Annual Meeting will be held at The Sheraton
at Woodbridge Place Hotel, 515 Route 1 South, Iselin, New Jersey, at 10:00 a.m.
(local time) on May 3, 2000.
The business to be conducted at the Annual Meeting includes the election of two
directors and the ratification of the appointment of auditors for the year
ending December 31, 2000.
The Board of Directors has determined that the matters to be considered at the
Annual Meeting are in the best interest of the Company and its stockholders. The
Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
I urge you to sign, date and return the enclosed proxy card as soon as possible
even if you plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the Annual Meeting.
Sincerely,
/s/ John R. Bowen
John R. Bowen
Chairman, President and Chief Executive Officer
<PAGE>
Liberty Bancorp, Inc.
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 3, 2000
Notice is hereby given that the Annual Meeting of Liberty Bancorp, Inc.
(the "Company") will be held at The Sheraton at Woodbridge Place Hotel, 515
Route 1 South, Iselin, New Jersey, on May 3, 2000 at 10:00 a.m., local time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of two Directors to the Board of Directors;
2. The ratification of the appointment of Radics & Co., LLC as auditors
for the Company for the fiscal year ending December 31, 2000; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on March 17,
2000 are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Leslie C. Whelan
Leslie C. Whelan, Corporate Secretary
Avenel, New Jersey
April 5, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
Liberty Bancorp, Inc.
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
ANNUAL MEETING OF STOCKHOLDERS
May 3, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Liberty Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at The Sheraton at Woodbridge Place Hotel,
515 Route 1 South, Iselin, New Jersey, on May 3, 2000, at 10:00 a.m., local
time, and all adjournments of the Annual Meeting. The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are first being mailed
to stockholders on or about April 5, 2000.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies which are returned to
the Company will be voted "FOR" the proposals set forth in this Proxy Statement
for consideration at the Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, Leslie C. Whelan, at the address shown above, or by
delivering a duly executed proxy bearing a later date. The presence at the
Annual Meeting of any stockholder who has returned a proxy shall not revoke such
proxy unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
VOTING SECURITIES AND METHOD OF COUNTING VOTES
Holders of record of the Company's common stock, par value $1.00 per share
(the "Common Stock"), as of the close of business on March 17, 2000 (the "Record
Date") are entitled to one vote for each share then held. As of the Record Date,
the Company had 3,597,329 shares of Common Stock issued and outstanding. The
presence in person or by proxy of stockholders entitled to vote a majority of
the outstanding shares of Common Stock is necessary to constitute a quorum at
the Annual Meeting. Directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which the authority to vote
for the nominees being proposed is withheld. The affirmative vote of holders of
a majority of the total votes present at the Annual Meeting in person or by
proxy is required for the ratification of Radics & Co., LLC as the Company's
auditors. Abstentions and broker non-votes will be counted as shares represented
in person or by proxy for purposes of determining that a quorum is present and
in connection with Proposal II. Accordingly, abstentions and broker non-votes
will have the same effect as votes against Proposal II.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by executive officers and Directors as a group and by each person who was the
beneficial owner of more than five percent of the Company's outstanding shares
of Common Stock.
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership Outstanding
<S> <C> <C> <C> <C> <C> <C>
Liberty Bancorp, MHC
1410 St. Georges Avenue 2,067,729 57.48%
Avenel, New Jersey 07001
Liberty Bancorp, MHC and
all directors and executive officers 2,195,510 61.03%
as a group (1)
Jeffrey S. Halis
500 Park Avenue, 5th Floor
New York, New York 10022 249,500 6.93%
- -----------------
</TABLE>
(1) The Company's executive officers and directors are also executive officers
and directors of Liberty Bancorp, MHC.
PROPOSAL I--ELECTION OF DIRECTORS
Effective at the Annual Meeting, the Board of Directors will consist of
seven members. The Company's bylaws provide that approximately one-third of the
directors are to be elected annually. Directors of the Company are generally
elected to serve for a three-year period and until their respective successors
shall have been elected and shall qualify. Two directors will be elected at the
Annual Meeting to serve for a three-year period and until their respective
successors shall have been elected and shall qualify. The Board of Directors has
nominated to serve as directors Neil R. Bryson and Anthony V. Caruso, both of
whom are currently members of the Board of Directors.
2
<PAGE>
The table below sets forth certain information, as of March 17, 2000,
regarding members of the Company's Board of Directors. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to the nominee) will be voted at the Meeting for
the election of the nominees identified below. If a nominee is unable to serve,
the shares represented by proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominee might be unable to serve, if
elected. Except as indicated herein, there are no arrangements or understandings
between the nominee and any other person pursuant to which such nominee was
selected.
<TABLE>
<CAPTION>
Shares
Position(s) Held With Director Current Beneficially Percent of
Name the Company Age Since(1) Term Expires Owned Class
NOMINEES
<S> <C> <C> <C> <C> <C>
Neil R. Bryson, DDS Director 59 1990 2000 13,142 *
Anthony V. Caruso Director and Legal Couns 73 1984 2000 4,142 *
OTHER BOARD MEMBERS
John C. Marsh Director 72 1968 2001 5,142 *
Paul J. McGovern Director 53 1988 2001 19,142 *
Nelson L. Taylor, Jr. Director 69 1966 2001 13,142 *
John R. Bowen Chairman, President 59 1973 2002 27,900 *
and Chief Executive Officer
Michael J. Widmer Executive Vice President, 40 1998 2002 18,401 *
Chief Financial Officer
and Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Lucille Capece Vice President 55 N/A N/A 17,095 *
Brian C. Messett Vice President 40 N/A N/A 4,125 *
Joseph F. Coccaro Treasurer 42 N/A N/A 4,000 *
Leslie C. Whelan Secretary 36 N/A N/A 1,550 *
All directors and executive officers 127,781 3.55%
as a group (11 persons)
</TABLE>
- ----------
* Less than 1%.
(1) Reflects initial appointment to the Board of Directors of Axia Federal
Savings Bank, the mutual predecessor of Liberty Bank.
The business experience for the past five years for each of the Company's
directors and executive officers is as follows:
Neil R. Bryson is a Doctor of Dental Surgery, a Board Certified
Periodontist, a Prosthiodontist and a member of the American Dental Association
in private practice in Colonia, New Jersey.
Anthony V. Caruso has served as the Bank's legal counsel since 1963. Mr.
Caruso is a practicing attorney with thirty-nine years of experience. Mr. Caruso
is a former Municipal Judge of Rahway, New Jersey, and is a member of the Board
of Governors of The Rahway Hospital.
John C. Marsh is President and Chief Executive Officer of Consumers
International. Prior to that position, Mr. Marsh held various administrative
positions in area hospitals. Mr. Marsh is a former Mayor of the City of Rahway,
New Jersey.
Paul J. McGovern is retired from the position of Senior Director of
Internal Auditing for Merck & Co., Inc. Mr. McGovern is a Certified Public
Accountant. Mr. McGovern is a member of the Board of Trustees of Don Bosco
Preparatory School, Ramsey, New Jersey.
3
<PAGE>
Nelson L. Taylor, Jr. is the President and owner of West End Garage, Inc.,
a Chrysler Plymouth automobile agency in Rahway, New Jersey. Mr. Taylor is a
member of the Board of Governors of The Rahway Hospital.
John R. Bowen is the President, Chief Executive Officer and Chairman of the
Board of Directors. Mr. Bowen has been employed by Liberty Bank (the "Bank"),
the Company's wholly owned subsidiary, in various capacities since 1964. Mr.
Bowen was elected President and Chief Executive Officer in 1973 and Chairman in
1995. He serves as Vice Chairman of the Board of Trustees of the Rahway Center
Partnership, a non-profit community development organization.
Michael J. Widmer has served as Chief Financial Officer of the Bank since
February 1998 and Executive Vice President of the Bank since March 1996. Mr.
Widmer is a member of the Board of Trustees of the Union County Arts Center. Mr.
Widmer served as President and as a member of the Board of Directors of Chatham
Savings Bank in Chatham, New Jersey from 1990 to 1996.
Lucille Capece has served as Vice President of Operations of the Bank since
1979.
Brian C. Messett joined the Bank as Vice President of Lending in August
of 1997. Prior to joining the Bank, Mr. Messett was Assistant Vice President of
Lending for Spencer Savings Bank, Garfield, New Jersey.
Joseph F. Coccaro has served as Treasurer of the Bank since 1988.
Leslie C. Whelan joined the Bank in 1991 and has served as Corporate
Secretary since October of 1993.
Meetings and Committees of the Board of Directors
The business of the Company is conducted at regular and special meetings of
the full Board and its standing committees. The standing committees are the
Executive and the Finance and Audit Committees. The full Board of Directors acts
as Nominating Committee for the Company. During the fiscal year ended December
31, 1999, the Board of Directors met at 12 regular meetings and one special
meeting. No member of the Board or any committee thereof attended less than 75%
of said meetings.
The Executive Committee consists of Directors Taylor, Jr. (who serves as
Chairman), Bowen and Marsh. The Executive Committee meets as necessary when the
Board is not in session to exercise general control and supervision in all
matters pertaining to the interests of the Company, subject at all times to the
direction of the Board of Directors. The Executive Committee met two times
during 1999.
The Finance and Audit Committee consists of Directors Taylor, Jr. (who
serves as Chairman), Bryson, Caruso and McGovern. The Audit Committee examines
and approves the audit report prepared by the independent auditors of the Bank,
reviews and recommends the independent auditors to be engaged by the Company,
reviews the internal accounting controls of the Company, and reviews and
approves audit policies. The Audit Committee met five during 1999.
Directors' Compensation
Directors of the Bank receive a retainer fee of $16,000, plus a fee of $300
per board meeting or committee meeting attended. The Bank provides all employees
with medical, dental and life insurance, and also offers these benefits to its
directors. During the year ended December 31, 1999, the Bank provided these
insurance benefits to non-employee directors Taylor, Jr., Bryson, Caruso, and
Marsh, and the value of the premiums paid was $5,450, $12,475, $11,742, and
$5,232, respectively. The Bank also provides that a director's beneficiary will
receive a $10,000 cash payment should the director die while in office.
4
<PAGE>
Executive Compensation
Summary Compensation Table. The following table sets forth for the years
ended December 31, 1999, 1998, and 1997, certain information as to the total
remuneration paid by the Bank to the President and Chief Executive Officer and
the Executive Vice President and Chief Financial Officer ("Named Executive
Officers"), each of whose salary and bonuses exceeded $100,000 in 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation(1) Awards
- ------------------------------------------------------------------------------------ --------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Award SARs Compensation
Position Year ($)(1) ($) ($)(2) ($)(3) (#) ($)
- --------------------------- ------ ------- ------ ------------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
John R. Bowen, 1999 209,900 18,000 -- 23,010 39,000 --
President and Chief 1998 198,800 20,060 -- -- -- --
Executive Officer 1997 186,200 16,320 -- -- -- --
Michael J. Widmer, 1999 129,900 9,360 -- 18,401 33,000 --
Executive Vice President 1998 120,733 10,301 -- -- -- --
and Chief Financial 1997 97,000 8,262 -- -- -- --
Officer
- ----------------------
</TABLE>
(1) Includes directors fees.
(2) The Bank also provides certain members of senior management with the use of
an automobile, and all employees of the Bank with medical, dental and life
insurance. These benefits did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for each officer.
(3) Amounts reported in this column represent the fair value of the restricted
stock awards at the date of the award. Awards granted in 1999 vest over
five years. Dividends paid with respect to all shares awarded are paid to
the recipient of the award.
Benefit Plans
Stock Option Plan. During the year ended December 31, 1999, the Company
adopted, and the Company's stockholders approved, the 1999 Stock Option Plan
(the "Stock Option Plan"). Pursuant to the Stock Option Plan, options to
purchase 7,857 shares were granted to each non-employee director at an exercise
price of $10.0625 per share, the fair market value of the underlying shares on
the date of the award. The term of the options is ten years from the date of
grant, and the shares subject to awards will be adjusted in the event of any
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination or exchange of shares or other change in the corporate
structure of the Company. The awards included an equal number of reload options
("Reload Options"), limited stock appreciation rights ("Limited Rights") and
dividend equivalent rights ("Dividend Equivalent Rights"). A Limited Right gives
the option holder the right, upon a change in control of the Company or the
Bank, to receive the excess of the market value of the shares represented by the
Limited Rights on the date exercised over the exercise price. The Limited Rights
are subject to the same terms and conditions as the stock options. Payment upon
exercise of a Limited Rights will be in cash, or in the event of a change in
control in which pooling accounting treatment is a condition to the transaction,
for shares of stock of the Company, or in the event of a merger transaction, for
shares
5
<PAGE>
of the acquiring corporation or its parent, as applicable. The Dividend
Equivalent Rights entitle the option holder to receive an amount of cash at the
time that certain extraordinary dividends are declared equal to the amount of
the extraordinary dividend multiplied by the number of options that the person
holds. For these purposes, an extraordinary dividend is defined as any dividend
where the rate of dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters. The
Reload Options entitle the option holder, who has delivered shares that he or
she owns as payment of the exercise price for option stock, to a new option to
acquire additional shares equal in amount to the shares he or she has traded in.
Reload Options may also be granted to replace option shares retained by the
employer for payment of the option holder's withholding tax. The option price at
which additional shares of stock can be purchased by the option holder through
the exercise of a Reload Option is equal to the market value of the previously
owned stock at the time it was surrendered. The option period during which the
Reload Option may be exercised expires at the same time as that of the original
option that the holder has exercised.
The following table sets forth information relating to options granted
under the Stock Option Plan to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
=============================================================================================================================
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted Grant Date Present
to Employees in Exercise or Expiration Value (1)
Name Options Granted FY 1999 Base Price Date
- ----------------------- --------------- ----------------- ----------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
John R. Bowen 39,000 47.6% $10.0625 02/09 $4.02
Michael J. Widmer 33,000 40.2% $10.0625 02/09 $4.02
</TABLE>
- -----------------------------------
(1) The grant date present value was derived using the Black-Scholes option
pricing model with the following assumptions: volatility of 38.38%; risk
free rate of return of 5.88%; dividend yield of 0.84%; and a 5 year option
life.
Set forth below is certain information concerning options outstanding to
the Named Executive Officers at December 31, 1999. No options were exercised by
the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Shares Acquired Value Year-End Year-End (1)
Name Upon Exercise Realized
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John R. Bowen.............. 0 $0 0/39,000 $0/$0
Michael J. Widmer.......... 0 $0 0/33,000 $0/$0
</TABLE>
- ------------------------------------
(1) The exercise price of the options exceeded the fair market value of the
Common Stock.
Recognition and Retention Plan. During the fiscal year ended December 31,
1999, the Company adopted, and the Company's stockholders approved, the 1999
Recognition and Retention Plan (the "Recognition Plan"). Pursuant to the
Recognition Plan, 3,142 shares of stock were awarded to each non-employee
director.
6
<PAGE>
Employment Agreements. The Bank has entered into employment agreements with
Messrs. Bowen and Widmer and Ms. Capece, each of which provides for a term of 36
months. On each anniversary date, the agreement may be extended for an
additional twelve months, so that the remaining term shall be approximately
three years. If the agreement is not renewed, the agreement will expire 36
months following the anniversary date. Each agreement provides for, among other
things, base salary (which may be increased, but not decreased), participation
in stock benefit plans and other employee and fringe benefits applicable to
executive personnel. Each agreement provides for termination by the Bank for
cause at any time. In the event the Bank terminates the executive's employment
for reasons other than for disability, retirement or for cause, or in the event
of the executive's resignation from the Bank upon (i) failure to re-elect the
executive to his or her current offices, (ii) a material change in the
executive's functions, duties or responsibilities, (iii) liquidation or
dissolution of the Bank or Company, (iv) a breach of the agreement by the Bank
or, (v) a change in control of the Bank or Company, the executive, or in the
event of death, the executive's beneficiary, would be entitled to severance pay
in an amount equal to three times the annual rate of Base Salary (which includes
any salary deferred) at the time of termination, plus the highest annual cash
bonus paid to him or her during the prior three years. The Bank would also
continue the executive's life, health, dental and disability coverage for 36
months from the date of termination. In the event the payments to the executive
would include an "excess parachute payment" as defined by Section 280G of the
Internal Revenue Code (relating to payments made in connection with a change in
control), the payments would be reduced in order to avoid having an excess
parachute payment.
The executive's employment may be terminated upon his/her retirement at age
65, or such later age as consented to by the Bank or in accordance with any
retirement policy established by the Bank. Upon the executive's retirement,
he/she will be entitled to all benefits available to him/her under any
retirement or other benefit plan maintained by the Bank. In the event of the
executive's disability for a period of six months, the Bank may terminate the
agreement provided that the Bank will be obligated to pay the executive his/her
Base Salary for the remaining term of the agreement or one year, whichever is
longer, reduced by any benefits paid to the executive pursuant to any disability
insurance policy or similar arrangement maintained by the Bank. In the event of
the executive's death, the Bank will pay his/her Base Salary to his/her named
beneficiaries for one year following his/her death, and will also continue
medical, dental, and other benefits to his/her family (as applicable) for one
year.
Each employment agreement provides that, following termination of
employment, the executive will not compete with the Bank for a period of one
year within 25 miles of any existing branch of the Bank or within 25 miles of
any office for which the Bank and/or the Company has filed for regulatory
approval to establish an office.
Defined Benefit Pension Plan. The Bank maintains The Retirement Plan for
Employees of Liberty Bank in RSI Retirement Trust, which is a qualified,
tax-exempt defined benefit plan ("Retirement Plan"). In October 1999, the Bank
passed a resolution freezing benefit accruals under the Retirement Plan and in
December 1999, voted to terminate the Retirement Plan, effective April 1, 2000.
Prior to its termination, all employees age 20 1/2 or older who had worked at
the Bank for a period of one year and had been credited with 1,000 or more hours
of service with the Bank during the year were eligible to participate in the
Retirement Plan provided, however, that leased employees, employees paid on a
contract basis and employees in a unit covered by a collective bargaining
agreement were not eligible to participate. The Bank annually contributed an
amount to the Retirement Plan necessary to satisfy the actuarially determined
minimum funding requirements in accordance with the Employee Retirement Income
Security Act ("ERISA"). In connection with its termination, the Bank may be
required to make an additional contribution to the Retirement Plan to ensure
that the plan is fully funded on a termination basis.
The regular form of all retirement benefits (normal, early or disability)
is guaranteed for the life of the retiree, but not less than 120 monthly
installments. For a married participant, the normal form of benefit is a joint
and 50% survivor annuity where, upon the participant's death, the participant's
spouse is entitled to receive a benefit equal to 50% of that paid during the
participant's lifetime. Alternatively, a participant may elect (with proper
spousal consent, if necessary) an optional form of benefit. These optional forms
include various annuity forms as well as a lump sum payment. All forms in which
a participant's benefit may be paid will be actuarially equivalent to a ten year
period certain and life benefit. For an unmarried participant, benefits payable
upon death are made in a lump sum.
7
<PAGE>
The Bank intends to seek a determination letter from the Internal Revenue
Service with respect to the qualified status of the Retirement Plan under the
Internal Revenue Code on termination. Upon receipt of a favorable determination
letter, the plan will distribute a lump sum or deferred annuity to each eligible
participant. No former employee is currently receiving retirement benefits under
the Retirement Plan.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
1999, expressed in the form of a single life annuity for the average salary and
benefit service classifications specified below.
<TABLE>
<CAPTION>
High Five-Year
Average Years of Service and Benefit Payable at Retirement
-----------------------------------------------------------------------------
Compensation 15 20 25 30 35 40
-------------------- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $11,525 $ 15,367 $19,208 $ 23,050 $ 23,050 $ 23,050
75,000 17,775 23,700 29,625 35,550 35,550 35,550
100,000 24,025 32,033 40,042 48,050 48,050 48,050
125,000 30,275 40,367 50,458 60,550 60,550 60,550
160,000 39,025 52,033 65,042 78,050 78,050 78,050
</TABLE>
The maximum annual compensation which could be taken into account under the
Internal Revenue Code, as amended (the "Code") for calculating contributions
under qualified defined benefit plans such as the Retirement Plan was $160,000
in 1999. As of December 31, 1999, Messrs. Bowen and Widmer had 35 years and four
years, respectively, of credited service (i.e., benefit service), under the
plan.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
officers and directors of the Company and beneficial owners of greater than 10%
of the Company's Common Stock ("10% beneficial owners") are required to file
reports on Forms 3,4 and 5 with the SEC disclosing beneficial ownership and
changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement of the failure of an officer,
director or 10% beneficial owner of the Company's Common Stock to file a Form 3,
4, or 5 on a timely basis. All of the Company's officers and directors filed
these reports on a timely basis.
Transactions With Certain Related Persons
The Bank offers to directors, officers, and employees real estate mortgage
loans secured by their principal residence. All loans to the Bank's directors,
officers and employees are made on substantially the same terms, including
interest rates and collateral as those prevailing at the time for comparable
transactions, and do not involve more than minimal risk of collectibility.
Director Anthony V. Caruso has served as the Bank's legal counsel since
1963. During the year ended December 31, 1999 the Bank and the Company paid
$65,000.00 in legal fees to Mr. Caruso.
PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has approved the engagement of Radics
& Co., LLC to be the Company's auditors for the year ending December 31, 2000,
subject to the ratification of the engagement by the Company's stockholders. A
representative of Radics & Co., LLC, is expected to attend the Annual Meeting to
respond to appropriate questions and to make a statement if he so desires.
8
<PAGE>
In order to ratify the selection of Radics & Co., LLC as the auditors for
the year ending December 31, 2000 the proposal must receive at least a majority
of the votes cast, either in person or by proxy, in favor of such ratification.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF RADICS & CO.,
LLC AS AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's executive office, 1410 St.
Georges Avenue, Avenel, New Jersey 07001, no later than December 6, 2000. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Under the Company's Bylaws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 5 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1999, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN
OR TELEPHONIC REQUEST TO LESLIE C. WHELAN, CORPORATE SECRETARY, 1410 ST. GEORGES
AVENUE, AVENEL, NEW JERSEY 07001, (732) 499-7200.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Leslie C. Whelan
Leslie C. Whelan, Corporate Secretary
Avenel, New Jersey
April 5, 2000
9
<PAGE>
REVOCABLE PROXY
LIBERTY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 3, 2000
The undersigned hereby appoints the official proxy committee of the
Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at The Sheraton at Woodbridge Place Hotel, 515
Route 1 South, Iselin, New Jersey on May 3, 2000, at 10:00 a.m. Eastern Standard
Time. The official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
VOTE
FOR WITHHELD
--- --------
(except as
marked to
the contrary
below)
1. The election as Directors of all nominees
listed below each to serve for a
three-year term |_| |_|
Neil R. Bryson
Anthony V. Caruso
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the line(s) below.
- ------------------------------
- ------------------------------
FOR AGAINST ABSTAIN
2. The ratification of Radics & Co., LLC as the --- ------- -------
Company's independent auditors for the fiscal
year ending December 31, 2000. |_| |_| |_|
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY, IF SIGNED AND RETURNED, WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY
WILL BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<PAGE>
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated April ___,
2000, and audited financial statements.
Dated: _________________________ --- Check Box if You Plan
--- to Attend Annual Meeting
- ------------------------------- -------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- -------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
- --------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
- --------------------------------------------------------------------------------
