SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss.240.14a-11(c) or ss.240.14a-12
FARNSWORTH BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
January 19, 2001
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Farnsworth
Bancorp, Inc.(the "Company"), I cordially invite you to attend the annual
meeting of stockholders to be held at the Days Inn, Route 206, Bordentown, New
Jersey on February 20, 2001, at 10:00 a.m. The attached Notice of Annual Meeting
of Stockholders and Proxy Statement describe the formal business to be
transacted at the meeting. During the meeting, I will also report on the
operations of the company. Directors and officers of the company will be present
to respond to your questions.
You will be asked to vote on the election of two directors, both for a
three-year term. The Board of Directors unanimously recommends a vote "FOR" the
election of the nominees for director described in the accompanying notice of
annual meeting and proxy statement.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Gary N. Pelehaty
-----------------------------------------
Gary N. Pelehaty
President and Chief Executive Officer
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789 Farnsworth Avenue o Bordentown, NJ 08505 o 609-298-0723 o Fax 609-298-5321
<PAGE>
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FARNSWORTH BANCORP, INC
789 FARNSWORTH AVENUE
BORDENTOWN, NEW JERSEY 08505
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 20, 2001
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NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders (the
"Meeting") of Farnsworth Bancorp, Inc. (the "Company") will be held at the Days
Inn, Route 206, Bordentown, New Jersey, on Tuesday, February 20, 2001, at 10:00
a.m.
At the Meeting, stockholders will be asked to:
1. elect two directors of the Company; and
2. consider any other matters as may properly come before the
Meeting.
The Board of Directors is not aware of any other business to come
before the Meeting. Pursuant to the Company's Bylaws, the Board of Directors has
fixed the close of business on January 5, 2001, as the record date for
determination of the stockholders entitled to vote at the Meeting and any
adjournments thereof.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY SIGNED PROXY GIVEN BY YOU MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. IF YOU ARE PRESENT AT THE MEETING, YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE 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 TO VOTE IN PERSON AT THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Charles Alessi
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Charles Alessi
Secretary
Bordentown, New Jersey
January 19, 2001
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT OF
FARNSWORTH BANCORP, INC.
789 FARNSWORTH AVENUE
BORDENTOWN, NEW JERSEY 08505
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ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 20, 2001
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Farnsworth Bancorp, Inc. (the "Company")
to be used at the Annual Meeting of Stockholders of the Company which will be
held at the Days Inn, Route 206, Bordentown, New Jersey on Tuesday, February 20,
2001, at 10:00 a.m. local time (the "Meeting"). The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are being first mailed
to stockholders on or about January 19, 2001. The Company is the parent company
of Peoples Savings Bank (the "Bank").
At the Meeting, stockholders will consider and vote upon the election
of two directors. The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxyholder the discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the election of the nominees named
below. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person where the nominee is unable to
serve, or for good cause will not serve, matters incident to the conduct of the
Meeting, and as to any other matters that may properly come before the Meeting
or any adjournment thereof.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on January 5, 2001
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had 360,866 shares of Common Stock outstanding.
The articles of incorporation of the Company (the "Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and
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<PAGE>
includes shares beneficially owned by such person or any of his or her
affiliates (as such terms are defined in the Articles of Incorporation), or
which such person or any of his or her affiliates has the right to acquire upon
the exercise of conversion rights or options and shares as to which such person
or any of his or her affiliates or associates have or share investment or voting
power, but neither any employee stock ownership or similar plan of the Company
or any subsidiary, nor any trustee with respect thereto or any affiliate of such
trustee (solely by reason of such capacity of such trustee), shall be deemed,
for purposes of the Articles of Incorporation, to beneficially own any Common
Stock held under any such plan.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum at the time of the Meeting, the Meeting may be
adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote for the election of the
nominees proposed by the Board of Directors, or to withhold authority to vote
for one or both of the nominees being proposed. Under the Company's bylaws,
directors are elected by a plurality of votes cast, without respect to either
(i) Broker Non-Votes or (ii) proxies as to which authority to vote for the
nominee being proposed is withheld.
Any other matters that may properly come before the Meeting shall be
determined by a majority of votes cast affirmatively or negatively without
regard to, unless otherwise required by law.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. The following table sets forth, as
of the Record Date, persons or groups who own more than 5% of the Common Stock
and the ownership of all executive officers and Directors of the Company as a
group. Other than as noted below, management knows of no person or group that
owns more than 5% of the outstanding shares of Common Stock at the Record Date.
<TABLE>
<CAPTION>
Percent of Shares of Common
Amount and Nature of Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
------------------------------------ -------------------- -----------
<S> <C> <C>
Craig W. Yates
227 Cliff Avenue
Edgewater Park, New Jersey (1) 37,000 10.25%
Jeffrey E. Slemrod
1385 Colony Way
Yardley, Pennsylvania (2) 19,650 5.44%
Peoples Savings Bank
Employee Stock Ownership Plan (the "ESOP")
789 Farnsworth Avenue,
Bordentown, New Jersey (3) 30,388 8.42%
All directors and officers of the Company
as a group (8 persons) (4) 91,906 25.10%
</TABLE>
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<PAGE>
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(1) Number of shares is based upon an amended Schedule 13D filed on December
21, 1999 showing sole voting and dispositive power with respect to 37,000
shares.
(2) Number of shares in based upon a Schedule 13D filed on August 1, 2000
showing sole voting and dispositive power with respect to 19,650 shares.
(3) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and will be allocated among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The ESOP Committee
instructs the ESOP trustees regarding investment of ESOP plan assets. The
ESOP trustee must vote all shares allocated to participant accounts under
the ESOP as directed by participants. Unallocated shares, and shares for
which no timely voting direction is received, will be voted by the ESOP
trustee as directed by the ESOP Committee. As of the Record Date, 6,076
shares have been allocated to ESOP participants.
(4) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 13,074 shares of Common Stock held by
the Restricted Stock Plan (the "RSP") over which certain directors, as
members of the RSP Committee and as RSP trustees, exercise voting power.
Also includes 24,312 shares held by the ESOP over which certain directors
as members of the ESOP Committee and ESOP trustees, exercise shared voting
power. Such individuals disclaim beneficial ownership with respect to RSP
and ESOP shares. Includes 5,317 shares subject to options excercisable
within 60 days of January 5, 2001.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the Common Stock, to file reports of ownership and changes in
ownership of the Common Stock with the Securities and Exchange Commission and to
provide copies of those reports to the Company. To the best of the Company's
knowledge, all section 16(a) filing requirements applicable to its officers and
directors were complied with during the 2000 fiscal year. The Company has not
been provided with any reports of ownership by persons who own more than ten
percent of the Common Stock.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that the Board of Directors be
divided into three classes, as nearly equal in number as possible, each class to
serve for a three-year period, with approximately one- third of the directors
elected each year. The Board of Directors currently consists of seven members.
Thus, two directors will be elected at the Meeting to serve for three-year terms
or until their successors have been elected and qualified.
Charles E. Adams and William H. Wainwright, Jr. have both been
nominated by the Board of Directors to serve for a three-year term. Both
nominees are currently members of the Board of Directors. It is intended that
proxies solicited by the Board of Directors will, unless otherwise specified, be
voted for the election of the named nominees. If either of the nominees is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitutes as the Board of Directors may recommend. At
this time, the Board of Directors knows of no reason why either of the nominees
might be unavailable to serve.
The following table sets forth the names, ages, terms of, lengths of
board service and the amounts and percentages of Common Stock beneficially owned
for both nominees and for each other director of
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<PAGE>
the Company who will continue to serve as a director after the Meeting. Both
nominees are also directors of the Bank.
<TABLE>
<CAPTION>
Shares of
Age at Year First Current Common Stock Percent
September 30, Elected or Term to Beneficially of
Name 2000 Appointed(1) Expire Owned (2) Class
---- ------ ------------ ------ --------- -----
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2004
Charles E. Adams 85 1985 2001 6,930(3)(4) 1.92%
William H. Wainwright, Jr. 70 1986 2001 9,500(4) 2.63%
DIRECTORS CONTINUING IN OFFICE
George G. Aaronson, Jr. 68 1970 2002 6,630(3)(4) 1.84%
Herman Gutstein 87 1965 2002 6,530(4) 1.81%
G. Edward Koenig, Jr. 59 1981 2002 4,530(3)(4) 1.25%
Edgar N. Peppler 64 1970 2003 7,530(4) 2.08%
Gary N. Pelehaty 47 1992 2003 9,468(5) 2.61%
</TABLE>
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(1) Refers to the year the individual first became a director of the Bank.
(2) Beneficial ownership as of January 5, 2001. Includes shares of Common Stock
held directly as well as by spouses or minor children, in trust, and other
indirect ownership, over which shares the individuals effectively exercise
sole or shared voting and investment power, unless otherwise indicated.
(3) Excludes 24,312 shares of Common Stock held under the ESOP over which such
individual, as a member of the ESOP Committee and as an ESOP Trustee,
exercises shared voting power. Also excludes 13,074 shares of Common Stock
held by the RSP over which such individual, as a member of the RSP
Committee and as an RSP trustee, exercises voting power. Such individual
disclaims beneficial ownership with respect to ESOP and RSP shares.
(4) Includes 379 shares subject to options excercisable within 60 days of
January 5, 2001. (5) Includes 1,899 shares subject to options excercisable
within 60 days of January 5, 2001.
The principal occupation of, and other information about, each director
and executive officer of the Company is set forth below as of September 30,
2000. All directors and executive officers have held their present positions for
five years unless otherwise stated.
Charles E. Adams has been a director of the Bank since 1985. Mr. Adams
is now retired, but was the Administrator of Florence Township for 20 years. Mr.
Adams is on the administrative board of Florence United Methodist Church, and is
treasurer of the Florence Historical Society.
William H. Wainwright, Jr. has been a director of the Bank since 1968.
Before retiring in 1995, he was employed for 20 years as a loan officer at the
Farmers Home Administration and the Small Business Administration. Mr.
Wainwright is a member of the Surf City Yacht Club and served as their Commodore
in 1996.
George G. Aaronson, Jr. has been a director of the Bank since 1970. He
is employed by Falconer & Bell as a real estate sales agent.
Herman Gutstein has been a director of the Bank since 1965. He has also
served as chairman of the board since 1992. Mr. Gutstein is retired. He formerly
owned a convenience store.
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<PAGE>
G. Edward Koenig, Jr. has, except for a three year hiatus ending in
1993, been a director since 1981. Mr. Koenig is President of E. J. Koenig Inc.,
a fuel service petroleum products company and a heating and air conditioning
equipment sales, installation and service business. Mr. Koenig sits on the
Burlington County Military Affairs Committee Executive Board and served as its
chairman from 1996 to 1997.
Edgar N. Peppler has been a director of the Bank since 1970. He has
served as vice-chairman of the board since 1992. Mr. Peppler is part owner and
President of Peppler Funeral Home, a business he has been associated with since
1957. Mr. Peppler is a member of the Bordentown Chamber of Commerce, a past
president of the Bordentown Kiwanis Club, and a past master of the Masonic
Lodge.
Gary N. Pelehaty has served the Bank as a director since October 1992.
He has also been President and Chief Executive Officer of the Bank since
February of the same year. Mr. Pelehaty is a director of First Nations Financial
Services Company. Active in the local community, Mr. Pelehaty is a member of the
Bordentown Rotary, a director of the Burlington County Burn Foundation, and the
finance chairman of Bordentown Veterans' Memorial Foundation. He is also a
former director of Bordentown's Chamber of Commerce and President of the
Burlington/Camden Savings League.
Charles Alessi, age 38, has been employed by the Bank since 1992 and is
Vice-President and the Chief Financial Officer. He is also Secretary and
Treasurer of the Bank. Mr. Alessi is a member of the Financial Managers Society.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through the meetings of
the Board and through activities of its committees. All committees act for both
the Company and the Bank. During the fiscal year ended September 30, 2000, the
Board of Directors held 24 regular meetings and 1 special meeting. No director
attended fewer than 75% of the total meetings of the Boards of Directors and
committees during the period of his service.
The Company does not have a standing nominating committee. The
Company's full Board of Directors acts as a nominating committee for selecting
the management's nominees for election of directors in accordance with the
Company's Bylaws. The Board of Directors met once during the 2000 fiscal year in
this capacity. Nomination to the Board of Directors made by stockholders must be
made in writing to the Secretary of the Company and received not less than 60
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Company. Notice to the Company of such nominations must
include certain information required pursuant to the Company's Bylaws.
The Company does not have a standing audit committee. The entire Board
of Directors regularly reviews the financial statements of the Company. In
addition, the Board of Directors of the Bank meets annually with the Company's
independent accountants to review audit matters. The Board of Directors of the
Bank met once during the 2000 fiscal year with the independent accountants for
this purpose.
The Company has a Compensation and Benefits Committee comprised of
non-employee Directors Adams, Aaronson and Koenig. This standing committee
establishes the Bank's salary budget, director and committee member fees, and
employee benefits provided by the Bank for approval by the Board of Directors.
The Committee met once during the 2000 fiscal year.
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<PAGE>
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
Directors of the Company are also directors of the Bank. Each director
(including the chairman of the board) is paid a monthly fee of $500 plus $100
per meeting attended. Total aggregate fees paid to the directors for the year
ended September 30, 2000 were $35,000.
Stock Awards. Each director has been awarded 1,899 options to purchase
shares of Common Stock at $10.625 per shares under the Stock Option Plan and 759
shares of Common Stock under the Restricted Stock Plan.
Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the chief executive officer. No
other executive officer had a salary and bonus that exceeded $100,000 for
services rendered for the three fiscal years ended September 30, 2000.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
----------------------------------------- -----------------------------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Award(2) Options (#) Compensation
------------------- ---- ------ ----- --------------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gary N. Pelehaty, 2000 $118,909 $10,000 $7,300 $ - - $11,208(3)
President, CEO 1999 $ 96,611 10,000 6,000 40,354 9,496 12,784(4)
and Director 1998 $ 98,912 - 6,000 - - 2,946(5)
</TABLE>
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(1) Consists of Board fees. Mr. Pelehaty also receives an automobile allowance.
(2) At September 30, 2000, Mr. Pelehaty held 3,036 shares of restricted stock,
valued at $29,222 based on the closing price of $9.625 on that date.
Dividend right associated with the restricted stock are accrued and held in
arrears to be paid at the time the shares vest.
(3) Represents the award of 805 shares under the ESOP as of June 30, 2000 based
upon the last reported sales price of the Common Stock on the date of the
award, plus $3,565 for a 401(k) plan matching contribution.
(4) Represents the award of 953 shares under the ESOP as of June 30, 1999 based
upon the last reported sales price of the Common Stock on the date of the
award, plus $2,896 for a 401(k) plan matching contribution.
(5) Consists of 401(k) plan matching contributions.
Stock Awards. The following table sets forth information concerning
options granted to Mr. Pelehaty.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------
Value of
Shares Number of Options In-the-Money Options
Acquired Value at Fiscal Year-End (#) at Fiscal Year-End ($)
Name on Exercise(#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ------------- ------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Gary N. Pelehaty -- $ -- 1,899 / 7,597 $0 / $0
</TABLE>
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(1) Based upon the difference between the option exercise price of $10.625
and the last reported sales price of the Common Stock of $9.625 per
share as of September 30, 2000, as reported on the OTC Bulletin Board.
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<PAGE>
Employment Agreement. The Bank has entered into an employment agreement
(the "Agreement") with Gary Pelehaty for a three year term. Mr. Pelehaty's base
compensation under the Agreement is $90,000. Under the Agreement, Mr. Pelehaty's
employment may be terminated by the Bank for "just cause" as defined in the
Agreement. If the Bank terminates Mr. Gary Pelehaty without just cause, he will
be entitled to a continuation of his salary from the date of termination through
the remaining term of the Agreement. In the event of the termination of
employment in connection with any change in control of the Bank during the term
of the Agreement, Mr. Pelehaty will be paid in a lump sum an amount equal to
2.99 times his prior five year's average taxable compensation. In the event of a
change in control at September 30, 2000, Mr. Pelehaty would have been entitled
to a lump sum payment of approximately $285,000.
Benefits
The 1999 Stock Option Plan. The Board of Directors of the Company has
adopted the Stock Option Plan for the benefit of its Directors, officers, and
key employees. The Stock Option Plan was approved by the stockholders on April
6, 1999.
The Restricted Stock Plan. The Board of Directors of the Company has
adopted a restricted stock program for the benefit of personnel of experience
and ability in key positions of responsibility with the Bank. The RSP was
approved by the stockholders on April 6, 1999.
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INDEPENDENT PUBLIC ACCOUNTANTS
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Kronick Kalada Berdy & Co. ("KKB") was the Company's independent public
accountant for the 2000 fiscal year. The Board of Directors has appointed KKB to
be the Company's independent public accountant for the fiscal year ending
September 30, 2001. A representative of KKB is expected to be present at the
Meeting to respond to stockholders' questions and will have the opportunity to
make a statement if the representative so desires.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
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STOCKHOLDER PROPOSALS
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In order to be considered for inclusion in the Company's proxy
materials for the annual meeting of stockholders for the fiscal year ending
September 30, 2001, all stockholder proposals must be received at the Company's
executive office at 789 Farnsworth Avenue, Bordentown, New Jersey 08505 no later
than September 21, 2001. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered for inclusion in the Company's proxy materials.
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<PAGE>
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the fiscal year ending September 30, 2001,
will only be considered at the annual meeting to be held in 2001 if the
stockholder submits notice of the proposal to the Company at the above address
by December 21, 2001. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered at the 2001 annual meeting.
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OTHER MATTERS
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The Board of Directors is not aware of any other matters to come before
the Meeting. However, if any other matters should properly come before the
Meeting or any adjournments, it is intended that proxies in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
persons named in the accompanying proxy.
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FORM 10-KSB
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A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended September 30, 2000 will be furnished without charge to stockholders
as of the Record Date upon written request to the Secretary, Farnsworth Bancorp,
Inc., 789 Farnsworth Avenue, Bordentown, New Jersey 08505.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Charles Alessi
-----------------------------------
Charles Alessi
Secretary
Bordentown, New Jersey
January 19, 2001
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<PAGE>
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FARNSWORTH BANCORP, INC.
789 FARNSWORTH AVENUE
BORDENTOWN, NEW JERSEY 08505
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ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 20, 2001
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The undersigned hereby appoints the Board of Directors of Farnsworth
Bancorp, Inc. (the "Company"), or its designee, 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 (the "Meeting"), to be held at the Days
Inn, Route 206, Bordentown, New Jersey on Tuesday, February 20, 2001, at 10:00
a.m. and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
----- --------
1. The election as director of the nominees
listed with terms to expire in 2004
(except as marked to the contrary below): |_| |_|
Charles E. Adams
William H. Wainwright, Jr.
INSTRUCTIONS: To withhold your vote for either nominee, write the nominee's name
------------ on the line provided below.
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The Board of Directors recommends a vote "FOR" the above listed nominees
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In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS SIGNED PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated January 19, 2001 and the 2000 Annual Report to Stockholders.
Dated:
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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