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>
2000 PROXY STATEMENT
LONG ISLAND FINANCIAL CORP.
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
(516) 348-0888
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be held on April 26, 2000
March 23, 2000
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of Long Island Financial Corp. (the "Company"), to be
held on April 26, 2000, at 3:30 p.m., Eastern Time, at the Wyndham Wind Watch
Hotel, 1717 Motor Parkway, Hauppauge, New York 11788.
As described in the enclosed Proxy Statement, the matter to be
presented for stockholder action at the Annual Meeting is the election of five
directors. There will also be a report on the operations of Long Island
Commercial Bank (the "Bank"), the wholly-owned subsidiary of the Company.
Detailed information concerning the activities and operating performance of the
Bank during the fiscal year ended December 31, 1999, is contained in the 1999
Annual Report to Stockholders, which accompanies the Proxy Statement. Directors
and officers of the Company, as well as representatives of the Company's
independent auditors, will be present to respond to any questions which
stockholders may have.
The Board of Directors of the Company has determined that election of
the five directors nominated is in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" their election.
We hope you will be able to attend the Annual Meeting in person.
Whether or not you expect to attend, we urge you to sign, date and return the
enclosed proxy card so that your shares will be represented.
YOUR VOTE IS IMPORTANT. You are urged to vote either by: (i) signing,
dating and promptly returning the enclosed proxy in the postage-paid envelope
provided, or (ii) using the toll-free telephone voting system described on the
enclosed proxy card. If you attend the Annual Meeting, you may vote in person
even if you have already mailed in your proxy card or used the telephone voting
system.
We look forward to your participation at the Annual Meeting, either in
person or by proxy. Your cooperation is appreciated and, on behalf of the Board
of Directors and all of the employees of the Company, I thank you for your
continued interest and support.
Very truly,
/s/ Douglas C. Manditch
------------------------------------
Douglas C. Manditch
President and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Long Island Financial Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Long Island Financial Corp. (the "Company"). will be held
at the WYNDHAM WIND WATCH HOTEL, 1717 Motor Parkway, Hauppauge, New York 11788
on Wednesday, April 26, 2000 at 3:30 p.m. (local time).
A Proxy Statement and proxy card for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and voting upon
the following matters:
1. To elect five (5) directors for terms of three years, each; and
2. Such other matters as may properly come before the Annual Meeting, and at
any adjournments thereof.
Pursuant to the bylaws of the Company, the Board of Directors has fixed
the close of business on February 29, 2000, as the record date for determination
of stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of the common stock of the Company as of that time and date will be
entitled to receive notice of and to vote at the Annual Meeting. In the event
there are not sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies by the Company. A
list of stockholders entitled to vote at the Annual Meeting will be available at
One Suffolk Square, Islandia, New York, for a period of ten days prior to the
Annual Meeting and will also be available for inspection at the Annual Meeting.
By Order of the Board of Directors
/s/ Carmelo C. Vizzini
-----------------------------------
Carmelo C. Vizzini
Vice President and Secretary
March 23, 2000
IMPORTANT - PLEASE MAIL OR PHONE IN
YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON OR NOT
<PAGE>
LONG ISLAND FINANCIAL CORP.
ONE SUFFOLK SQUARE
ISLANDIA, NEW YORK 11722
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be held April 26, 2000
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"), by the Board of Directors of the Company in connection
with the solicitation of proxies to be voted at the Annual Meeting of
Stockholders (the "Annual Meeting") of the Company to be held on Wednesday,
April 26, 2000, 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 1999
Annual Report to Stockholders, containing the consolidated financial statements
for the fiscal year ended December 31, 1999, and a proxy card accompany this
Proxy Statement which is first being mailed to stockholders on or about March
23, 2000.
The Proxy
This proxy is solicited by the Board of Directors of the Company for
use at the Annual 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 Annual Meeting and is not revoked prior to or at the
Annual Meeting, the shares represented thereby will be voted at the Annual
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 cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. The solicitation of proxies will be made 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. In order to solicit proxies, the Company will request the
assistance of other financial institutions, brokerage houses or other
custodians, nominees or fiduciaries and will reimburse such persons for their
reasonable expenses in forwarding the forms of proxy and proxy material to
Stockholders. A Stockholder may revoke
1
<PAGE>
his proxy at any time prior to exercise of the authority conferred thereby,
either by written notice received by the Company or by delivering to the Company
a duly executed proxy bearing a later date, or by attending the Annual Meeting
and voting in person. However, if you are a stockholder whose shares are not
registered in your own name, you will need appropriate documentation from your
recordholder to vote personally at the Annual Meeting. Such written notice
should be mailed to Carmelo C. Vizzini, Secretary, Long Island Financial Corp.,
One Suffolk Square, Islandia, New York 11722. Attendance at the Annual Meeting
will not in and of itself revoke a proxy.
Voting Securities and Record Date
The Board of Directors has fixed the close of business on February 29,
2000, as the record date for determination of Stockholders entitled to notice
of, and to vote at, the Annual Meeting. At the close of business on that date,
there were outstanding and entitled to vote at the Annual Meeting 1,646,326
shares, par value $.01 per share, of the Company's common stock ("Common
Stock"). The Common Stock is the only authorized and issued class of stock. Each
of the outstanding shares of the Company Stock is entitled to one vote at the
Annual 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 Annual Meeting for the transaction of business.
A stockholder may, using the proxy card being provided by the Board of
Directors, 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 nominee by so indicating in the
appropriate space on the proxy. Under Delaware Law and the Certificate of
Incorporation, directors are 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.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of five percent of the Company's
Common Stock are required to file certain reports regarding such ownership with
the Company and with the Securities and Exchange Commission ("SEC"), in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act"). The
following table sets forth information regarding persons known to be beneficial
owners of more than five percent of the Company's outstanding Common Stock as of
February 29, 2000.
2
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership(1) Class
- -------------- ------------------- ------------------- ----------
<S> <C> <C> <C>
Common Stock Frank J. Esposito 101,195(2) 6.13%
One Suffolk Square
Islandia, New York 11722
- -----------------------------
<FN>
(1) The information furnished is derived from a Schedule 13D filed by Frank J. Esposito on July 14, 1999,
and Forms 4 subsequently filed by Mr. Esposito.
(2) Includes options to purchase 4,900 shares granted to each director on
January 28, 1999, all of which became exercisable on the date of grant
and options to purchase 700 shares granted on January 26, 2000, 20% of
which became exercisable on the date of grant.
</FN>
</TABLE>
PROPOSAL TO BE VOTED ON AT THE ANNUAL MEETING
ELECTION OF DIRECTORS
The Board of Directors 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 one class of directors expiring 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 29, 2000. Each of
the nominees identified 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, if executed and returned, or phoned in, 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED
IN THIS PROXY STATEMENT.
3
<PAGE>
Information with Respect to the Nominees, Continuing Directors and Executive
Officers
The following table sets forth, as of February 29, 2000, 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
the term of the director expires. All executive officers of the Company and the
Bank are elected to serve one-year terms. The table also sets forth the amount
of Common Stock and the percent thereof beneficially owned as of February 29,
2000 by each director and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Length of Shares of
Service as Common
Director and Stock Ownership
Expiration of Principal Occupation During Last 5 Years and Beneficially as a Percent
Name and Age Term Directorships of Public Companies(a) Owned of Class
- ------------------------ ---------------- -------------------------------------------------- ------------- ---------------
NOMINEES
<S> <C> <C> <C> <C>
John L. Ciarelli, Esq. Since 1989 Partner in the law firm of Ciarelli & Dempsey 8,382(1) *
(53) Expires 2000 located in Melville, New York. Formerly, Mr.
Ciarelli served as Assistant District Attorney for
Suffolk County.
Waldemar Fernandez Since 1989 Vice President of Geneva Leasing Corp., a 14,065(1) *
(51) Expires 2000 leasing company located in Commack, New York.
Werner S. Neuburger Since 1990 Real estate investor 15,040(1) *
(63) Expires 2000
Sally Ann Slacke Since 1989 President of Slacke Test Boring, Inc., located in 5,496(1) *
(66) Expires 2000 Kings Park, New York. Ms. 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 RegionalEconomic Development
Council.
John C. Tsunis, Esq. Since 1990 An Attorney and President of Tsunis Associates, 41,943(1) 2.54%
(49) Expires 2000 Inc., a real estate development and management
company.
DIRECTORS CONTINUING IN OFFICE
- ------------------------------
Harvey Auerbach Since 1989 President of Brookwood Communities, Inc., a real 71,783(1) 4.35%
(73) Expires 2002 estate development and management company,
located in Coram, New York.
Donald Del Duca Since 1989 Owner and Manager of Lumbia Associates, a real 46,759(1) 2.83%
(65) Expires 2001 estate company located in Islip, New York.
4
<PAGE>
Perry B. Duryea, Jr. Since 1989 Chairman of the Board of the Bank and 26,779(1) 1.62%
(78) Expires 2002 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 affiliated 101,195(1) 6.13%
(64) Expires 2002 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 and 36,731(1) 2.22%
(66) Expires 2002 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).
Gordon A. Lenz Since 1990 Chief Executive Officer of New York State 35,040(1) 2.12%
(63) 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 Southampton 21,040(1) 1.27%
(69) Expires 2001 Hospital (retired).
Douglas C. Manditch Since 1989 President and Chief Executive Officer of the 39,950(1)(2) 2.39%
(52) Expires 2002 Bank and Company who joined the Bank in 1987,
then in formation.
Thomas F. Roberts, III Since 1989 President of Thomas F. Roberts Associates, Inc., 10,047(1) *
(60) Expires 2001 located in Babylon, New York. 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 Inc., 32,486(1) 1.97%
(61) Expires 2001 located in East Islip, New York.
EXECUTIVE OFFICERS WHO ARE
NOT DIRECTORS
- --------------------------
Thomas Buonaiuto Vice President and Treasurer of the Company; 14,897(2) *
(34) Executive Vice President and Chief Financial
Officer of the Bank.
Carmelo C. Vizzini Vice President and Secretary of the Company; 16,171(2) *
(54) Executive Vice President and Chief Lending
Officer of the Bank.
5
<PAGE>
All Directors and Executive 537,805(1)(2) 32.54%
Officers as a group (17
persons)
<FN>
* Indicates less than 1%.
(1) Includes options to purchase 4,900 shares of Common Stock granted to
each Director on January 28, 1999, under the Long Island Financial
Corp. 1998 Stock Option Plan, all of which became immediately
exercisable upon the date of grant and options to purchase 700 shares
granted on January 26, 2000, 20% of which became exercisable on the
date of grant.
(2) Includes options to purchase 17,150, 9,800 and 9,800 shares of Common
Stock granted on January 28, 1999, to Messrs. Manditch, Buonaiuto and
Vizzini, respectively, under the Long Island Financial Corp. 1998 Stock
Option Plan, all of which became immediately exercisable upon the date
of grant and options to purchase 2,450, 1,400 and 1,400 shares of
Common Stock granted on January 26, 2000, to Messrs. Manditch,
Buonaiuto and Vizzini, respectively, 20% of which became exercisable on
the date of grant.
(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.
</FN>
</TABLE>
Meetings of the Board of Directors and Committees of the Board of the Company
The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 1999. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
director served during fiscal 1999. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:
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 met 5 times in 1999.
The Company does not have a separate Nominating Committee. The
functions of the Nominating Committee are carried out by the Executive Committee
and in that capacity the Executive Committee 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 the Bylaws and (c) to
6
<PAGE>
recommend to the Whole Board nominees for election to the Board of Directors to
replace those Directors whose terms expire at the next annual meeting of
stockholders. While the committee will consider nominees recommended by
stockholders, it has not actively solicited recommendations from stockholders.
The Audit Committee of the Bank consists of all outside Directors of
the Bank. This Committee meets with the Bank's independent auditors, and
evaluates policies and procedures relating to auditing functions and internal
controls. This Committee held four meetings in fiscal 1999.
The Loan Committee of the Bank consists of Messrs. Auerbach,
(Chairman), Duryea, Del Duca, Esposito, Kern, Manditch, Neuburger, Roberts,
Romito, Tsunis and Vizzini. The Loan Committee is authorized to approve all
unsecured loans in excess of $250,000. In addition, the Loan Committee ratifies
all loans in excess of $50,000 and reviews and approves all lending authority.
The Committee met 15 times in 1999.
The Company does not have a separate Compensation Committee. The
functions of the Compensation Committee are carried out by the Executive
Committee and in that capacity the Executive Committee establishes compensation
for the chief executive officer and reviews compensation for other officers and
employees and other employee benefit programs, when necessary. The Executive
Committee is responsible for the 2000 Compensation Committee Report on Executive
Compensation. The Committee met twice during 1999.
Directors Compensation
In 1999, each Director of the Bank received compensation of $600 for
each Board meeting attended. Directors are paid $200 for attendance at Executive
Committee meetings, $150 for attendance at Loan Committee meetings and $100 for
each other committee meeting attended. In addition to such fees, in 1999 the
Chairman of the Board received an annual retainer of $18,000. Since the
formation of the Company, the directors have been compensated for their services
by the Bank and have not received additional remuneration from the Company.
Executive Compensation
The report of the compensation committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of
1934 (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
7
<PAGE>
Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and certain other
executive officers of the Company. The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting those individuals. In fulfillment of
that requirement, the Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.
In December, the Compensation Committee reviews management
recommendations for officer compensation. The Compensation Committee determines
salary levels after reviewing published surveys of compensation paid to
executives performing similar duties with institutions of comparable asset size
and geographic location. Specifically, the Committee utilizes the SNL Executive
Compensation Review. In addition, the Compensation Committee considers available
executive compensation data of other local, publicly traded financial
institutions. In making those compensation decisions, the Compensation Committee
also considers the earnings and condition of the Bank, the contribution of each
executive officer to the success of the Bank and the results of any supervisory
examination of the Bank.
Compensation Committee of the Company
Perry B. Duryea, Jr. (Chairman)
Harvey Auerbach
Donald Del Duca
Frank J. Esposito
Roy M. Kern, Sr.
Gordon A. Lenz
Douglas C. Manditch
Alfred Romito
John C. Tsunis, Esq.
8
<PAGE>
Stock Performance Graph. The following graph shows a comparison of
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Common Stock assuming reinvestment of dividends, with the
cumulative total return of companies in the Nasdaq National Market and SNL Index
of Banks with $250 million to $500 million in assets for the period beginning on
January 14, 1998, and ending on December 31, 1999.
(GRAPH ILLUSTRATION)
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------
Index 01/14/98 06/30/98 12/31/98 06/30/99 12/31/99
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Long Island Financial Corp. 100.00 97.89 73.16 76.55 67.93
NASDAQ - Total US 100.00 121.91 142.86 174.85 258.10
SNL $250M-$500m Bank Asset-Size Index 100.00 108.79 91.89 90.17 85.49
</TABLE>
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 National Market under the symbol "LICB." The common stock of Long Island
Commercial Bank had traded on the Nasdaq National Market under the symbol "LGCB"
since January 14, 1998. Prior to that, the common stock was traded infrequently
on the over-the-counter market through the OTC Electronic Bulletin Board.
9
<PAGE>
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, 1997, 1998 and 1999 to the chief executive officer and to each executive
officer of the Company or the Bank whose aggregate direct compensation exceeded
$100,000 for such year. Since the formation of the Company, the executive
officers have been compensated for their services by the Bank and have not
received additional remuneration from the Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Annual Other All
Compensation Annual Other Restricted
Salary Compensation Compensation Stock Awards
Name & Principal Position Year (1)(3)(6) (7) (1)(4)(5) Awards ($)(2) Opt.(#)(2)
- ------------------------- ----- --------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Douglas C. Manditch 1999 $230,549 $7,200 $ 12,927 N/A 22,050
President and Chief 1998 $196,169 $6,000 $ 9,600 N/A N/A
Executive Officer 1997 $161,698 --- $ 4,750 N/A N/A
Thomas Buonaiuto 1999 $125,385 --- $ 8,804 N/A 9,800
Vice President and 1998 $105,639 --- $ 6,089 N/A N/A
Treasurer
Carmelo C.Vizzini 1999 $125,270 --- $ 8,890 N/A 9,800
Vice President and 1998 $106,069 --- $ 6,364 N/A N/A
Secretary
<FN>
(1) For 1997, 1998 and 1999 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 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 in those years.
(3) Includes amount, if any, deferred under the Bank's 401(k) Plan pursuant to Section
401(k) of the Internal Revenue Code.
(4) The amounts shown for 1997, 1998 and 1999 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 those automobiles.
(7) Directors Fees.
</FN>
</TABLE>
Benefits
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
10
<PAGE>
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.
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.
Stock Option Plan. 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 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. In 1999, options to purchase 4,900 shares of Common stock at an exercise
price of $12.50, per share, were granted to each director of the Company,
vesting immediately.
The following table provides information on options granted to the
named Executive Officers in fiscal year 1999.
Option Grants in Fiscal Year 1999
<TABLE>
<CAPTION>
Number of
Securities Percent of
Underlying Total Options
Options Granted Granted to Exercise Expiration
Name #(1) Employees Price Date
- ------------------------------ ----------------- ---------------- ---------- ---------------
<S> <C> <C> <C> <C>
Douglas C. Manditch
President & Chief Executive
Officer 17,150 15.1 $12.50 01-28-09
Thomas Buonaiuto
Vice President & Treasurer 9,800 8.6 $12.50 01-28-09
Carmelo C. Vizzini 9,800 8.6 $12.50 01-28-09
Vice President & Secretary
<FN>
(1) Mr. Manditch received an additional 4,900 options in his capacity as a director of the Company.
</FN>
</TABLE>
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<PAGE>
The following table provides information concerning options held by the
named Executive Officers at the end of fiscal year 1999. The named Executive
Officers did not exercise any options in fiscal year 1999.
Aggregated Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number Value of
of Securities Unexercised
Underlying Unexercised In-the-Money
Options at Options at
Name December 31, 1999(#) December 31, 1999($)(1)
- ------------------------- -------------------------------- -----------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Douglas C. Manditch
President and Chief
Executive Officer 22,050 --- 0 0
Thomas Buonaiuto
Vice President and
Treasurer 9,800 --- 0 0
Carmelo C. Vizzini
Vice President and
Secretary 9,800 --- 0 0
- ------------------------------------
<FN>
(1) Based on the estimated market value of the underlying stock at
December 31, 1999, minus the exercise price.
</FN>
</TABLE>
Incentive Retirement Plans
In 1999, the Company established separate incentive retirement plans for
the executive officers and for the directors. Each of those plans is
formula-based with annual awards that are determined by the performance of the
Company. Incentive awards to directors are based on a percentage of the annual
director fees and Incentive awards to executive officers are based on a
percentage of the executive's annual base salary. Both are contingent upon the
Company's attainment of specific desired returns on equity. When funded, the
Company will maintain Incentive Deferral Accounts for the directors and
executive officers that earn interest at a rate determined by the rate of growth
of the Company's stock. The Company will provide a retirement benefit equal to
the value of the Incentive Deferral Account upon retirement. The plans were not
funded and no awards made in 1999.
Compliance with Section 16 of the Exchange Act
Section 16(a) of the Securities and Exchange Act requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the
12
<PAGE>
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc., and to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that all filing requirements
applicable to its executive officers, directors were met during 1999. The
Company is unaware of any person owning ten percent or more of its 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, 1999, such loans totaled approximately
$3.0 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.
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.
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<PAGE>
INDEPENDENT AUDITORS
The independent public accounting firm of KPMG LLP 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 November
23, 2000. Any such proposal will be subject to Rule 14a-8 under the Exchange
Act.
Advance Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date 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, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, 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 and proxy relating to an
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.
Other Matters which may Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy card to vote the shares represented thereby on such matters in accordance
with their best judgment.
14
<PAGE>
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.
A copy of the Form 10-K (without exhibits) for the year ended December
31, 1999, as filed with the SEC, will be furnished without charge to
stockholders of record upon written request to Long Island Financial Corp.,
Carmelo C. Vizzini, Vice President and Secretary, One Suffolk Square, Islandia,
New York 11722.
Date: March 23, 1999
By Order of the Board of Directors
/s/ Carmelo C. Vizzini
- ----------------------------------
Carmelo C. Vizzini
Vice President and Secretary
15
