SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
LONG ISLAND FINANCIAL CORP.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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>
LONG ISLAND FINANCIAL CORP.
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
516-348-0888
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Long Island Financial Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Long
Island Financial Corp. (the "Company"). will be held at the WYNDHAM WIND WATCH
HOTEL, 1717 Motor Parkway, Hauppauge, New York 11788 on April 21, 1999 at 3:30
p.m. (local time), for the following purposes:
1. To elect five (5) directors.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 19,
1999 as the record date for determination of Stockholders entitled to notice of
and to vote at the meeting, and only Stockholders of record on said date will be
entitled to receive notice of and to vote at said meeting.
By Order of the Board of Directors
/S/ Douglas C. Manditch
_______________________________
Douglas C. Manditch
President and Chief Executive Officer
March 24, 1999
IMPORTANT - PLEASE MAIL OR PHONE IN
YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
<PAGE>
1999 PROXY STATEMENT
LONG ISLAND FINANCIAL CORP.
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be held April 21, 1999
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are being
furnished to the Stockholders (the "Stockholders") of Long Island Financial
Corp. (the "Company"), in connection with the solicitation by the Board of
Directors of the Company of proxies to be voted at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held on April 21, 1999 at 3:30
p.m. (local time) at the WYNDHAM WIND WATCH HOTEL, 1717 Motor Parkway,
Hauppauge, New York, and at any adjournments thereof.
The approximate date on which this Proxy Statement and form of proxy
are first being sent or given to Stockholders is March 24, 1999.
The Proxy
This proxy is solicited by the Board of Directors of the Company for
use at the Meeting and at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned to the
Company prior to or at the Meeting and is not revoked prior to or at the
Meeting, all shares represented thereby will be voted at the Meeting and, where
instructions have been given by the Stockholder, will be voted in accordance
with such instructions. As stated in the form of proxy, if the Stockholder does
not otherwise specify, his or her shares will be voted for the election of the
nominees set forth in this Proxy Statement as directors of the Company. The
solicitation of proxies will be by mail, but proxies may also be solicited by
telephone, telegraph or in person by officers and other employees of the
Company. The entire cost of this solicitation will be borne by the Company.
Should the Company, in order to solicit proxies, request the assistance of other
financial institutions, brokerage houses or other custodians, nominees or
fiduciaries, the Company will reimburse such persons for their reasonable
expenses in forwarding the forms of proxy and proxy material to Stockholders. A
stockholder may revoke his proxy at any time prior to exercise of the authority
conferred thereby, either by written notice received by the Company or by the
Stockholder's oral revocation at the Meeting. Such written notice should be
mailed to Carmelo Vizzini, Secretary, Long Island Financial Corp., One Suffolk
Square, Islandia, New York 11722. Attendance at the Meeting will not in and of
itself revoke a proxy.
<PAGE>
Capital Stock Outstanding and Record Date
The Board of Directors has fixed the close of business on March 19,
1999 as the record date for determination of Stockholders entitled to notice of,
and to vote at, the Meeting. At the close of business on such date, there were
outstanding and entitled to vote at the Meeting 1,776,326 shares, par value $.01
per share, of the Company's Common Stock ("Company Stock"), its only authorized
and issued class of stock. Each of the outstanding shares of the Company Stock
is entitled to one vote at the Meeting with respect to each matter to be voted
upon. A majority of the outstanding shares of Company Stock entitled to vote,
present in person or represented by proxy, shall constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum at the Meeting for the transaction of business.
A stockholder may, with respect to the election of directors: (i) vote
for the election of all five nominees; (ii) withhold authority to vote for all
such nominees; or (iii) withhold authority to vote for any such nominees by so
indicating in the appropriate space on the proxy. Directors shall be elected by
a plurality of the votes cast by stockholders holding shares of Company Stock
entitled to vote for the election of directors.
Consequently, votes that are withheld in the election of directors and
broker non-votes will have no effect on the election.
To the knowledge of Management, as of the record date, March 19, 1999,
there is no person owning beneficially or of record more than 5% of the
outstanding shares of the Company Stock.
ELECTION OF DIRECTORS
The Board of Directors currently consists of fifteen directors and is
divided into three classes. Each of the fifteen members of the Board of
Directors of the Company also serves on the Board of Directors of Long Island
Commercial Bank (the "Bank"). Directors are elected for classified terms of
three years, each, with the term of office of only one class of directors
expiring in each year. Directors serve until their successors are elected and
qualified.
The names of the five nominees for election to the Board of Directors
are set forth below, along with certain other information concerning such
individuals and the other members of the Board as of February 28, 1999. Each of
the nominees listed below has consented to being named in this proxy statement
and to serve if elected, and the Board has no reason to believe that any nominee
will decline or be unable to serve, if elected. However, if any person nominated
by the Board of Directors fails to stand for election or is unable to accept
election, the proxies will be voted for the election of such other person as the
Board of Directors may recommend. Unless authority to vote for the directors is
withheld, it is intended that the shares represented by the enclosed proxy card,
if executed and returned, will be voted FOR the election of all nominees
proposed by the Board of Directors. Proxies returned or phoned in by
Stockholders and not revoked will be voted for the election of the nominees
listed below as directors unless Stockholders instruct otherwise on the proxy.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED
IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and Executive
Officers
The following table sets forth, as of February 28, 1999, the names of the
nominees, the continuing directors, and the executive officers of the Company,
as well as their ages; a brief description of their recent experience, including
present occupations and employment; certain directorships held by each; the year
in which each became a director of the Bank and the year in which his/her term
as director of the Company expires. All executive officers of the Company and
the Bank are serving one-year terms. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned as of February 28, 1999
by each director and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares of
Length of Common Stock
Service as Principal Occupation Beneficially
Director and During Last 5 Years Owned Percent
Name Expiration and Directorships of Number of of
and Age of Term Public Companies (a) Shares Total
- - ---------------------------------------------------------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C> <C>
Harvey Auerbach Since 1989 President of Brookwood Communities, Inc., 65,932 3.71
(72) Expires 1999 a real estate development and management
company, located in Coram, New York
Perry B. Duryea, Jr. Since 1989 Chairman of the Board of the Bank and 21,377 1.20
(77) Expires 1999 Company; Chairman of Perry B.Duryea
& Son, Inc., a seafood business located in
Montauk, New York. Mr. Duryea was
Speaker of the New York Assembly and
also served as its Minority Leader
Frank J. Esposito Since 1989 General Partner in Trio Investments and 88,484 4.98
(63) Expires 1999 affiliated companies, a real estate
development company located in St.James
New York
Roy M. Kern, Sr. Since 1989 Vice Chairman of the Board of the Bank 31,018 1.75
(65) Expires 1999 and Company; Former President of Bragg
Medical Group, Inc., a firm which provides
billing and financial services to the medical
community and is located in Kings Park,
New York (Retired)
<PAGE>
Douglas C. Manditch Since 1989 President and Chief Executive Officer of the 15,813 .89
(51) Expires 1999 Bank and Company who joined the Bank in
1987, then in formation
DIRECTORS CONTINUING IN OFFICE:
John L. Ciarelli, Esq. Since 1989 Partner in the law firm of Ciarelli & 3,291 .19
(52) Expires 2000 Dempsey located in Melville, New York.
Formerly, Mr. Ciarelli served as Assistant
District Attorney for Suffolk County
Donald Del Duca Since 1989 Owner and Manager of Lumbia Associates, 40,837 2.30
(64) Expires 2001 a real estate company located in Islip, New
York
Waldemar Fernandez Since 1989 Vice President of Geneva Leasing Corp., a 9,025 .51
(50) Expires 2000 leasing company located in Commack, New
York
Gordon A. Lenz Since 1990 Chief Executive Officer of New York State 30,000 1.69
(62) Expires 2001 Business Group/Conference Associates,
Inc., an insurance brokerage firm
specializing in providing health care
benefits, located in East Patchogue,
New York
Walter J. Mack, MD Since 1989 Formerly Director of Radiology at 16,000 .90
(68) Expires 2001 Southampton Hospital (Retired)
Werner S. Since 1990 Real Estate Investor 10,000 .56
Neuburger Expires 2000
(63)
Thomas F. Since 1989 President of Thomas F. Roberts Associates, 4,904 .28
Roberts, III Expires 2001 Inc., located in Babylon, New York.
(59) Previously, Mr. Roberts held the position of
Executive Vice President in charge of Real
Estate development for Seamen's Bank for
Savings
Alfred Romito Since 1989 President of East Islip Lumber Company 26,664 1.50
(61) Expires 2001 Inc., located in East Islip, New York
Sally Ann Since 1989 President of Slacke Test Boring, Inc., 450 .03
Slacke Expires 2000 located in Kings Park, New York. Ms.
(65) Slacke serves as Chairperson of the Board of
Trustees of the Suffolk County Community
College, the Suffolk County Women's
Business Enterprise Coalition and the Long
Island Regional Economic Development Council
<PAGE>
John C. Tsunis, Esq. Since 1990 An Attorney and President of Tsunis 36,302 2.04
(48) Expires 2000 Associates, Inc., a real estate development
and management company
Thomas Buonaiuto Vice President and Treasurer 4,194 .24
(33) of the Company; Executive
Vice President and Chief
Financial Officer of the Bank
Carmelo Vizzini Vice President and Secretary 6,037 .34
(53) of the Company; Executive
Vice President and Chief
Lending Officer of the Bank
All Directors and Executive Officers
as a group (17 persons) 410,328
23.10%
</TABLE>
(a) Unless otherwise indicated, the business experience of
each director during the past five years was that
typical to a person engaged in the principal occupation
listed for each.
All of the current executive officers of the Bank have been employed by
the Bank for at least five years.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation for services
in all capacities paid by the Company and the Bank, for the years ended December
31, 1998, 1997 and 1996 to the chief executive officer and to each executive
officer of the Company or the Bank whose aggregate direct compensation exceeded
$100,000 for such year.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
Annual Other All
Compensation Annual Other Restricted
Salary Compensation Compensation Stock Awards
Name & Principal Position Year (1)(3)(6) (7) (1)(4)(5) Awards ($)(2) Opt.(#)(2)
- - ------------------------- ---- ----------- ------------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Douglas C. Manditch 1998 $196,169 $6,000 $9,600 N/A N/A
President and Chief 1997 $161,698 --- $4,750 N/A N/A
Executive Officer 1996 $134,231 --- $1,367 N/A N/A
Thomas Buonaiuto 1998 $105,639 --- $6,089 N/A N/A
Executive Vice President
and Chief Financial Officer
Carmelo Vizzini 1998 $106,069 --- $6,364 N/A N/A
Executive Vice President
and Chief Lending Officer
<PAGE>
<FN>
(1) For 1996, 1997 and 1998 there were no (a) perquisites over the lesser
$50,000 or 10% of the individuals total salary for the year; (b) payments of
above-market or preferential earnings on deferred compensation; (c) payment of
earning with respect to long-term incentive plans prior to settlement; (d)
preferential discounts on stock; (e) tax payment reimbursements.
(2) For 1996, 1997 and 1998 there were no payouts or awards under any
long-term incentive plan because the Bank did not maintain any restricted stock,
stock options or other long-term incentive plan.
(3) Includes amount, if any, deferred pursuant to Section 401(k) of the
Internal Revenue Code (26 U.S.C.) under the Bank's 401(k) Plan.
(4) The amounts for 1996, 1997 and 1998 shown represent the Bank's matching
contributions to the 401(k) Plan.
(5) The Bank maintains several contributory and non-contributory medical,
dental, life and disability plans covering all officers and employees.
(6) Messrs. Manditch, Buonaiuto and Vizzini have use of company automobiles.
Includes the personal use portion of the cost as associated with said
automobile.
(7) Director Fees.
</FN>
</TABLE>
Benefits
1. The Bank's officers and employees are covered by a group health insurance
plan (which includes health, major medical and dental coverage), a long-term
disability income plan and a group life insurance plan. In January 1996, the
Bank adopted a 401(k) Profit Sharing Plan. The officers participate in all such
plans on the same basis, and to the same extent, as other Bank employees.
2. 401K Plan. The Bank maintains a 401 (K) Plan which covers all full-time
employees. Employees may contribute up to $10,000 of their eligible annual gross
compensation. Employee contributions are matched, to a maximum of six percent of
an employee's annual gross compensation, by Bank contributions. Employees are
fully vested in their own contributions and vested in the Bank's matching
contributions at a percentage basis, based on the years of service.
3. Incentive Stock Option Plans. At a special meeting on December 8, 1998, the
stockholders approved the Long Island Financial Corp. 1998 Stock Option Plan
(the "Stock Option Plan"). The Stock Option Plan authorizes the granting of
options to purchase 175,000 shares of common stock of the Company. All officers
and other employees of the Company and directors who are not also serving as
employees of the Company are eligible to receive awards under the Stock Option
Plan. Options under this plan are either non-statutory stock options or
incentive stock options. Each option entitles the holder to purchase one share
of the Common Stock at an exercise price equal to the fair market value on the
date of grant. There were no awards granted in 1998.
DIRECTORS COMPENSATION
Fee Arrangements. In 1998, each Director of the Bank received
compensation of $500 for each Board meeting attended and $100 for each committee
meeting attended. In addition to such fees, in 1998 the Chairman of the Board
received an annual retainer of $12,000.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
The Company is required to identify any director, officer, or person
who owns more than ten percent of a class of equity securities who failed to
timely file with the Securities and Exchange Commission a required report
relating to ownership and changes in ownership of the Company's equity
securities. Based on information provided to the Company by such persons, all
officers and directors of the Company made all required filings during the
fiscal year ended December 31, 1998. The Company does not know of any person
beneficially owning more than 10% of a class of equity securities.
Transactions with Certain Related Persons
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.
Applicable New York law imposes conditions and limitations on a
commercial bank's loans to its directors and executive officers that are
comparable in most respects to the conditions and limitations imposed under
federal law, as discussed above. However, New York law does not affect loans to
stockholders owning 10% or more of the commercial bank's stock. Loans to an
executive officer, other than loans for the education of the officer's children
and certain loans secured by the officer's residence, may not exceed the lesser
of (a) $100,000 or (b) the greater of $25,000 or 2.5% of the Bank's capital
stock, surplus fund and undivided profits.
From time to time the Bank makes mortgage loans and consumer loans to
its executive officers and directors and to members of the immediate families of
its executive officers and directors, to the extent consistent with applicable
laws and regulations. Such loans are made in the ordinary course of business and
on the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons, and do not and will
not involve more than the normal risk of collectibility or present other
unfavorable features. As of December 31, 1998, such loans totaled approximately
$2.2 million.
The Bank currently retains Mr. Tsunis as an attorney, for the closing
of real estate loans. His fees are paid by the borrowers and are based on the
amount of the loan. For the most recent fiscal year, fees paid to the Tsunis law
firm by the Bank did not exceed 5% of the revenue of the firm. In addition, Mr.
Lenz is the Chief Executive Officer of New York State Business Group/Conference
Associates, Inc. Fees paid to Mr. Lenz's company by the Bank did not exceed 5%
of the revenue of the company during the most recent fiscal year.
Committees and Meetings of the Board of Directors of the Company
The Board of Directors of the Company held one (1) meeting during 1998.
<PAGE>
The Executive Committee of the Company consists of Messrs. Duryea
(Chairman), Auerbach, Del Duca, Esposito, Kern, Lenz, Manditch, Romito, and
Tsunis. The Executive Committee is authorized
to exercise certain powers of the Board of Directors in the interim period
between meetings of the Board. The Committee did not meet in 1998.
The Nominating Committee of the Company has the authority to (a)
nominate candidates for election to the Board of Directors; (b) to review any
nominations for election to the Board of Directors made by a stockholder of the
Corporation pursuant to Section 6 (c)(ii) of Article I of these Bylaws in order
to determine compliance with such Bylaws and (c) to recommend to the Whole Board
nominees for election to the Board of Directors to replace those Directors whose
terms expire at the annual meeting of stockholders next ensuing. The members of
the Nominating Committee are Messrs. Duryea, Auerbach, Del Duca, Esposito, Kern,
Lenz, Manditch, Romito and Tsunis. The Nominating Committee did not meet in
1998.
The Board of Directors of the Company does not have a standing audit,
or compensation committee or committees performing similar functions.
Committees and Meetings of the Board of Directors of the Bank
Prior to the formation of the Company, and the acquisition of the Bank,
the Bank was operated by a Board of Directors which maintained an Executive
Committee, an Examining Committee, Loan Committee, Investment Committee,
Insurance Committee and Personnel Committee. During the year 1998, the Board of
Directors of the Bank met 12 times and no director attended fewer than 75% of
the Board meetings or of the committee meetings on which such director was a
member other than Walter J. Mack, M.D, who attended 8 of 12 meetings. The
Executive Committee met 12 times, the Examining Committee met 4 times, the Loan
Committee met 21 times and the Investment Committee met 7 times. The Insurance
Committee and Personnel Committee did not meet in 1998.
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
stockholder return on the Company's Common Stock, since the Company began
trading on the Nasdaq National Market on January 14, 1998, with the cumulative
total return on the Nasdaq Market Index and the SNL Index of Banks with less
than two-hundred-fifty-million dollars ($250,000,000) in assets over the same
period, assuming the investment of $100 in each on January 14, 1998, and the
reinvestment of all dividends.
(GRAPH ILLUSTRATION)
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------
Index 1/14/98 3/31/98 6/30/98 9/30/98 12/31/98
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Long Island Financial Corp. 100.00 102.03 97.89 78.15 73.16
NASDAQ - Total US 100.00 118.60 122.03 110.48 142.49
SNL $250M Bank Asset-Size Index 100.00 111.52 108.12 93.65 93.89
</TABLE>
<PAGE>
On January 28, 1999, Long Island Financial Corp. became the holding company
of Long Island Commercial Bank and the common stock began trading on the Nasdaq
Stock Market's National Market under the symbol "LICB". On January 14, 1998 the
common stock of Long Island Commercial Bank began trading on the Nasdaq Stock
Market's National Market under the symbol "LGCB". Prior to that, the common
stock was traded infrequently on the over-the-counter market through the OTC
Electronic Bulletin Board. The common stock began trading on April 11, 1996.
INDEPENDENT AUDITORS
The independent public accounting firm of KPMG has acted as the Bank's
independent auditors for 1998 and it is anticipated that the same firm will be
selected to perform the same duties for the current year for the Bank and the
Company. Representatives of the firm will be available to respond to appropriate
questions at the Annual Meeting of the Stockholders.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2000 Annual Meeting of Stockholders, a Stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than August 26,
1999. Any such proposal will be subject to 17 C.F.R. Section 240.14a-8 of the
Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at a Special or Annual Meeting
The Bylaws of the Company set forth the procedures by which a
Stockholder may properly bring business before a meeting of Stockholders.
Pursuant to the Bylaws, only business brought by or at the direction of the
Board of Directors may be conducted at a special meeting. The Bylaws of the
Company provide an advance notice procedure for a Stockholder to properly bring
business before an annual meeting. The Stockholder must give written advance
notice to the Secretary of the Company not less than ninety (90) days before the
date originally fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made to Stockholders, notice by the Stockholder
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 Stockholders of the
annual meeting date was mailed or such public disclosure was made. The advance
notice by Stockholders must include the Stockholder's name and address, as they
appear on the Company's record of Stockholders, 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 Stockholder and any material interest of such
Stockholder in the proposed business. In the case of nomination 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 Stockholder proposal
which does not meet all of the requirements for inclusion established by the SEC
in effect at the time such proposal is received.
Date: March 24, 1999
By Order of the Board of Directors
/S/ Carmelo Vizzini
__________________________
Carmelo Vizzini, Secretary
