SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[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
Greene County Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Greene County Bancorp, Inc.
- --------------------------------------------------------------------------------
(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.
N/A
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
N/A
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
N/A
________________________________________________________________________________
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):
N/A
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
N/A
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
N/A
N/A
________________________________________________________________________________
[_] 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>
September 29, 1999
Dear Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of
Greene County Bancorp, Inc. (the "Company"). The Annual Meeting will be held
at the main office of the Company, 425 Main Street, Catskill, New York, at
5:00 p.m., New York Time, on October 27, 1999.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on
the operations of the Company. Directors and officers of the Company, as well
as a representative of our independent auditors, will be present to respond
to any questions that shareholders may have.
The Annual Meeting is being held so that shareholders may consider the
election of directors and the ratification of the appointment of
PricewaterhouseCoopers, LLP as the Company's auditors for fiscal year 2000.
For the reasons set forth in the Proxy Statement, the Board of Directors
unanimously recommends a vote "FOR" the election of directors and the
ratification of the appointment of PricewaterhouseCoopers, LLP as the
Company's auditors.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting.
Your vote is important, regardless of the number of shares that you own.
Sincerely,
/s/ J. Bruce Whittaker
J. Bruce Whittaker
President and Chief Executive Officer
<PAGE>
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On October 27, 1999
Notice is hereby given that the Annual Meeting of Greene County Bancorp,
Inc. (the "Company") will be held at the main office of the Company, 425 Main
Street, Catskill, New York, on October 27, 1999 at 5:00 p.m., New York Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of three Directors to the Board of Directors;
2. The ratification of the appointment of PricewaterhouseCoopers, LLP as
auditors for the Company for the fiscal year ending June 30, 2000;
and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting
on the date specified above, or on any date or dates to which the Annual
Meeting may be adjourned. Shareholders of record at the close of business on
September 7, 1999, are the shareholders entitled to vote at the Annual
Meeting, and any adjournments thereof. A list of shareholders entitled to
vote at the Annual Meeting will be available at 302 Main Street, Catskill,
New York, for a period of ten days prior to the Annual Meeting and will also
be available for inspection at the meeting itself.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY
BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER
BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE
ANNUAL MEETING.
By Order of the Board of Directors
/s/ Bruce P. Egger
Bruce P. Egger
Secretary
September 29, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN
THE UNITED STATES.
<PAGE>
PROXY STATEMENT
Greene County Bancorp, Inc.
302 Main Street
Catskill, New York 12414
(518) 943-2600
ANNUAL MEETING OF SHAREHOLDERS
October 27, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Greene County Bancorp, Inc.
(the "Company") to be used at the Annual Meeting of Shareholders of the
Company (the "Annual Meeting"), which will be held at the main office of the
Company, 425 Main Street, Catskill, New York, on October 27, 1999, at 5:00
p.m., New York Time, and all adjournments of the Annual Meeting. The
accompanying Notice of Annual Meeting of Shareholders and this Proxy
Statement are first being mailed to shareholders on or about September 29,
1999.
REVOCATION OF PROXIES
Shareholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and
all adjournments thereof. Proxies solicited on behalf of the Board of
Directors of the Company will be voted in accordance with the directions
given thereon. Where no instructions are indicated, validly executed proxies
will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. If any other matters are properly
brought before the Annual Meeting, the persons named in the accompanying
proxy will vote the shares represented by such proxies on such matters in
such manner as shall be determined by a majority of the Board of Directors.
A proxy may be revoked at any time prior to its exercise by sending
written notice of revocation to the Secretary of the Company, at the address
shown above, 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 record holder to vote
personally at the Annual Meeting. The presence at the Annual Meeting of any
shareholder who had returned a proxy shall not revoke such proxy unless the
shareholder delivers his or her ballot in person at the Annual Meeting or
delivers a written revocation to the Secretary of the Company prior to the
voting of such proxy.
VOTING PROCEDURES AND METHODS OF COUNTING VOTES
Holders of record of the Company's common stock, par value $0.10 per
share (the "Common Stock") as of the close of business on September 7, 1999
(the "Record Date") are entitled to one vote for each share then held. As of
the Record Date, the Company had 2,152,835 shares of Common Stock issued and
outstanding (exclusive of Treasury shares), 1,152,316 of which were held by
Greene County Bancorp, M.H.C. (the "Mutual Holding Company"), and 965,519 of
which were held by shareholders other than the Mutual Holding Company
("Minority Shareholders"). The presence in person or by proxy of a majority
of the total number of shares of Common Stock outstanding and entitled to
vote is necessary to constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted for purposes of determining that a
quorum is present. In the event there are not sufficient votes for a quorum,
or to approve or ratify any matter being presented at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit the further
solicitation of proxies.
<PAGE>
As to the election of directors, the Proxy Card being provided by the
Board of Directors enables a shareholder to vote FOR the election of the
three nominees proposed by the Board, or to WITHHOLD AUTHORITY to vote for
the nominees being proposed. Under Delaware law and the Company's Certificate
of Incorporation and Bylaws, directors are elected by a plurality of votes
cast, without regard to either broker non-votes or proxies as to which
authority to vote for the nominees being proposed is withheld.
As to the ratification of PricewaterhouseCoopers, LLP as the Company's
independent auditors, by checking the appropriate box, a shareholder may: (i)
vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii)
ABSTAIN from voting on such ratification. Under Delaware law and the
Company's Certificate of Incorporation and Bylaws, the ratification of this
matter shall be determined by a majority of the votes cast, without regard to
broker non-votes or proxies marked ABSTAIN.
Proxies solicited hereby will be returned to the Company and will be
tabulated by Inspectors of Election designated by the Board of Directors of
the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of five percent of the
Common Stock are required to file certain reports with the Securities and
Exchange Commission (the "SEC") regarding such ownership. The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially
owned by Directors individually, by executive officers individually, by
executive officers and Directors as a group and by each person who was the
beneficial owner of more than five percent of the Company's outstanding
shares of Common Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1)(4) Outstanding
Directors and Officers(2):
J. Bruce Whittaker 11,000 0.51%
Walter H. Ingalls 1,650 0.08
Richard J. Buck 5,500 0.26
Raphael Klein 22,000 1.02
Paul Slutzky 12,870 0.60
Anthony Camera, Jr. 550 0.03
David H. Jenkins, DVM 12,650 0.59
Dennis R. O'Grady 22,000 1.02
Martin C. Smith 24,200 1.12
Bruce P. Egger 2,200 0.10
Edmund L. Smith, Jr. 4,400 0.20
Daniel T. Sager 550 0.03
Michelle Plummer -- --
All Directors and Executive Officers 119,570 5.55%
as a Group (13 persons)(3)
Principal Shareholders:
Greene County Bancorp, M.H.C.(3) 1,152,316 53.53%
302 Main Street
Catskill, New York 12414
(Continued on next page)
2
<PAGE>
Greene County Bancorp, M.H.C. (3) 1,271,886 59.08%
and all Trustees and Executive
Officers of Greene County Bancorp,
M.H.C. as a group (14 persons)
- -----------------------------
(1) A person is deemed to be the beneficial owner for purposes of this
table, of any shares of Common Stock if he has shared voting or
investment power with respect to such security, or has a right to
acquire beneficial ownership at any time within 60 days from the Record
Date. As used herein, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or
direct the disposition of shares. Includes all shares held directly as
well as by spouses and minor children, in trust and other indirect
ownership, over which shares the named individuals effectively exercise
sole or shared voting and investment power. Unless otherwise indicated,
the named individual has sole voting and investment power.
(2) The mailing address for each person listed is 302 Main Street, Catskill,
New York 12414.
(3) The Company's executive officers and directors are also executive
officers and trustees of Greene County Bancorp, M.H.C. (the "Mutual
Holding Company").
PROPOSAL 1--ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of nine members.
The Company's Bylaws provide that approximately one-third of the Directors
are to be elected annually. Directors of the Company are generally elected to
serve for a three-year period and until their respective successors shall
have been elected and shall qualify. Three Directors will be elected at the
Annual Meeting to serve for a three-year period and until their respective
successors shall have been elected and shall qualify. The Board of Directors
has nominated to serve as Directors J. Bruce Whittaker, Dennis R. O'Grady and
Martin C. Smith, each of whom is currently a member of the Board of
Directors.
The table below sets forth certain information as of September 7, 1999
regarding the composition of the Company's Board of Directors, including the
terms of office of Board members. It is intended that the proxies solicited
on behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the Annual Meeting for
the election of the nominees identified below. If a nominee is unable to
serve, the shares represented by all such proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time, the Board of Directors knows of no reason why any of the nominees would
be unable to serve if elected. Except as indicated herein, there are no
arrangements or understandings between any nominee and any other person
pursuant to which such nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Positions Director Current
Term Owned on Percent
Name<F1> Age<F4> Held Since<F2> to Expire
Record Date<F3> of Class
NOMINEES
<S> <C> <C> <C> <C>
<C> <C>
J. Bruce Whittaker 56 Director, President and 1987 1999
11,000 0.51%
Chief Executive Officer
Dennis R. O'Grady 59 Director 1981 1999
22,000 1.02%
Martin C. Smith 54 Director 1993 1999
24,200 1.12%
DIRECTORS CONTINUING
IN OFFICE
Walter H. Ingalls 68 Chairman of the Board 1966 2001
1,650 0.08%
Richard J. Buck 74 Director 1970 2000
5,500 0.26%
Raphael Klein 72 Director 1986 2000
22,000 1.02%
Paul Slutzky 51 Director 1992 2001
12,870 0.60%
Anthony Camera, Jr. 73 Director 1986 2000
550 0.03%
David H. Jenkins, DVM 48 Director 1996 2001
12,650 0.59%
<FN>
<F1> The mailing address for each person listed is 302 Main Street, Catskill,
New York 12414. Each of the persons listed is also a Trustee of Greene
County Bancorp, M.H.C., which owns the majority of the Company's issued
and outstanding shares of Common Stock.
<F2> Reflects initial appointment to the Board of Trustees of the mutual
predecessor to The Bank of Greene County.
<F3> See definition of "beneficial ownership" in the table in "Voting
Securities and Principal Holders Thereof."
<F4> As of June 30, 1999.
</FN>
</TABLE>
3
<PAGE>
The principal occupation during the past five years of each Director and
executive officer of the Company is set forth below. All such persons have
held their present positions for five years unless otherwise stated.
J. Bruce Whittaker is President and Chief Executive Officer of the
Company, and has served in that position since its formation in 1998. He is
also President and Chief Executive Officer of the Bank, and has served in
that position since 1987. Mr. Whittaker has been affiliated with the Bank in
various capacities since 1972. Mr. Whittaker was appointed to the Board of
Trustees of the Bank in 1987.
Walter H. Ingalls is the Chairman of the Board. Mr. Ingalls is retired.
Prior to his retirement, Mr. Ingalls was the President of the GNH Lumber Co.,
a lumber company located in Norton Hill, New York.
Richard J. Buck is retired. Prior to his retirement, he was a partner
with Grossman Agency, a general insurance agency in Catskill, New York.
Raphael Klein is retired. Prior to his retirement, he was the co-owner
of Klein Theaters, a movie theater chain in Hudson, New York.
Paul Slutzky is the General Manager of I. & O. A. Slutzky Constr. Co., a
construction company located in Hunter, New York.
Anthony Camera, Jr. is retired. Prior to his retirement, he was
President of Commercial Mutual Insurance Co., an insurance company in
Catskill, New York.
David H. Jenkins, DVM is a veterinarian and the owner of Catskill Animal
Hospital, Catskill, New York.
Dennis R. O'Grady is a pharmacist and the former co-owner of Mikhitarian
Pharmacy located in Catskill, New York.
Martin C. Smith is currently employed by Main Bros. Oil Co., Inc., and
is the former owner of R.E. Smith Fuel Company, which was purchased by Main
Bros. Oil Co., Inc., located in Albany, New York.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act").
The officers and directors of the Company and beneficial owners of greater
than 10% of the Company's Common Stock ("10% beneficial owners") are required
to file reports on Forms 3,4 and 5 with the SEC disclosing beneficial
ownership and changes in beneficial ownership of the Common Stock. SEC rules
require disclosure in the Company's Proxy Statement or Annual Report on Form
10-KSB of the failure of an officer, director or 10% beneficial owner of the
Company's Common Stock to file a Form 3, 4, or 5 on a timely basis. All of
the Company's officers and directors filed these reports on a timely basis.
Meetings and Committees of the Board of Directors
The business of the Board of Directors is conducted through meetings and
activities of the Board and its committees. During the year ended June 30,
1999, the Board of Directors held 15 regular and special meetings. During the
year ended June 30, 1999, no director attended fewer than 75% percent of the
total meetings of the Board of Directors and committees on which such
director served.
The Executive Committee consists of the following six directors of the
Company: Messrs. Buck, Ingalls, Klein, Slutzky, Whittaker and Smith. The
Executive Committee meets as necessary when the Board is not in session to
exercise general control and supervision in all matters pertaining to the
interests of the Company, subject at all times to the direction of the Board
of Directors. The Executive Committee also serves as the Nominating Committee
for the purpose of identifying, evaluating and recommending potential
candidates for election to the Board. The Executive Committee met one time
during the year ended June 30, 1999.
The Audit Committee consists of the following four directors of the
Company: Messrs. Ingalls, Camera, Jenkins and O'Grady. The Audit Committee
meets at least annually to examine and approve the audit report prepared by
the independent auditors of the Bank and the Company, to review and recommend
the independent auditors to be engaged by the Company, to review the internal
audit function and internal audit controls of the Company, and to review and
approve audit policies. The Audit Committee met three times in the year ended
June 30, 1999.
4
<PAGE>
Personnel Committee Interlocks and Insider Participation
The full Board of Directors of the Company determines the salaries to be
paid each year to the officers of the Company. J. Bruce Whittaker is a
director of the Company and the President and Chief Executive Officer of the
Company and the Bank. Mr. Whittaker does not participate in the Board of
Directors' determination of compensation for the President and Chief
Executive Officer.
Directors' Compensation
Directors of The Bank of Greene County receive an annual retainer of
$6,000 and a fee of $500 per meeting for attendance at Board and Committee
meetings. No separate compensation is currently paid to directors for service
on the Board of Directors or Board Committees of the Company. Directors of
the Bank and the Company who are also employees of the Bank and the Company
are not entitled to receive board fees. For the year ended June 30, 1999, the
Bank paid a total of $100,800 in director fees.
Executive Compensation
The following table sets forth for the years ended June 30, 1999 and
1998, certain information as to the total remuneration paid by the Company to
Mr. Whittaker, the Company's Chief Executive Officer. No other officer of the
Company received cash compensation exceeding $100,000 during the year ended
June 30, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation<F1>
Long-Term Compensation
Awards
Fiscal
Years
Restricted
Ended Other Annual Stock
Options
Name and June Salary Bonus Compensation Award(s)
/SARs All Other
Principal Position 30, ($) ($) ($)<F2> ($)
(#) Payouts Compensation<F3>
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
J. Bruce Whittaker 1999 $135,000 -- - -
- - - $3,800
President and Chief 1998 $120,000 $2,300 - -
- - - $3,600
Executive Officer
<FN>
<F1> In accordance with the rules on executive officer and director
compensation disclosure adopted by the SEC, Summary Compensation
information is excluded for the year ended June 30, 1997 as the Company
was not a public company during such period.
<F2> The Bank also provides each qualifying employee, including Mr.
Whittaker, life insurance equal to twice the employee's salary. The
aggregate value of this benefit to Mr. Whittaker did not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported
for such officer.
<F3> Consists of the Bank's contribution to the Bank's 401(k) Plan on
behalf of Mr. Whittaker. Benefits
</FN>
</TABLE>
Employment Agreement. The Bank has entered into an employment agreement
with its President and Chief Executive Officer, J. Bruce Whittaker. The
agreement has a term of 36 months. On each anniversary date, the agreement
may be extended for an additional twelve months, so that the remaining term
will be 36 months. If the agreement is not renewed, the agreement will expire
36 months following the anniversary date. Under the agreement, the current
Base Salary for Mr. Whittaker (as defined in the agreement) is $135,000. The
Base Salary may be increased but not decreased. In addition to the Base
Salary, the agreement provides for, among other things, participation in
retirement plans and other employee and fringe benefits applicable to
executive personnel. In addition to the above, the Bank will provide Mr.
Whittaker and his dependents with continuing health care coverage upon Mr.
Whittaker's retirement or other termination of employment after attainment of
age 55 with 25 years of service, in substantially the same amount as provided
to Mr. Whittaker and his dependents prior to the termination of his
employment. Such coverage, which will survive the termination or expiration
of the agreement, will cease upon Mr. Whittaker's attainment of age 65. The
agreement provides for termination by the Bank for cause at any time. In the
event the Bank terminates the executive's employment for reasons other than
disability, retirement, or for cause, or in the event of the executive's
resignation from the Bank (such resignation to occur within the period or
periods set forth in the employment agreement) upon (i) failure to re-elect
the executive to his current offices, (ii) a material
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<PAGE>
change in the executive's functions, duties or responsibilities, or
relocation of his principal place of employment by more than 30 miles, (iii)
liquidation or dissolution of the Bank or the Company, (iv) a breach of the
agreement by the Bank, or (v) following a change in control of the Bank or
the Company, the executive, or in the event of death, his beneficiary, would
be entitled to severance pay in an amount equal to three times the highest
Base Salary and the highest bonus paid during any of the last three years.
Mr. Whittaker would receive an aggregate of $405,000 pursuant to his
employment agreement upon a change in control of the Bank or the Company,
based upon his current level of compensation. The Bank would also continue
the executive's life, dental and disability coverage for 36 months from the
date of termination, and would continue his health coverage until Mr.
Whittaker attains age 65 (as discussed above). In the event the payments to
the executive would include an "excess parachute payment" as defined by Code
Section 280G (relating to payments made in connection with a change in
control), the payments would be reduced in order to avoid having an excess
parachute payment.
Under the agreement, the executive's employment may be terminated upon
his retirement in accordance with any retirement policy established on behalf
of the executive and with his consent. Upon the executive's retirement, he
will be entitled to all benefits available to him under any retirement or
other benefit plan maintained by the Bank. In the event of the executive's
disability for a period of six months, the Bank may terminate the agreement
provided that the Bank will be obligated to pay him his Base Salary for the
remaining term of the agreement or one year, whichever is longer, reduced by
any benefits paid to the executive pursuant to any disability insurance
policy or similar arrangement maintained by the Bank. In the event of the
executive's death, the Bank will pay his Base Salary to his named
beneficiaries for one year following his death, and will also continue
medical, dental, and other benefits to his family for one year. The
employment agreement provides that, following his termination of employment,
the executive will not compete with the Bank for a period of one year.
Defined Contribution Plan. The Bank has adopted The Bank of Greene
County Employees' Savings & Profit Sharing Plan and Trust (the "Plan") in
order to permit the investment of Plan assets in Common Stock of the Company.
Employees are eligible to join the Plan on the first of the month following
completion of one year of continuous employment (during which 1,000 hours are
completed). The first year eligibility period runs from the date of hire to
the anniversary of such date. If an employee does not satisfy the eligibility
requirements during such period then the next eligibility period shall be the
calendar year. Employees are eligible to contribute, on a pre-tax basis, up
to 15% of their eligible salary, in increments of 1%. The Bank shall make a
matching contribution equal to 50% of a member's contributions on up to 6% of
a member's compensation. In addition, the Bank may make an additional
discretionary contribution allocated among members' accounts on the basis of
compensation. All employee contributions and earnings thereon under the Plan
are at all times fully 100% vested. A member vests in employer matching and
discretionary contributions at the rate of 20% per year beginning in the
second year of employment and continuing until the member is 100% vested
after six years of employment. Employees are entitled to borrow, within tax
law limits, from amounts allocated to their accounts.
Plan benefits will be paid to each member in a lump sum or in equal
payments over a fixed period upon termination, disability or death. In
addition, the Plan permits employees to withdraw salary reduction
contributions prior to age 59-1/2 or termination in the event the employee
suffers a financial hardship. In certain circumstances, the Plan permits
employees to withdraw the Bank's matching contributions to their accounts.
The Plan permits employees to direct the investment of their own accounts
into various investment options.
At December 31, 1998, the market value of the Plan trust fund was
approximately $1,053,103. The total contribution (i.e., both the employee and
Bank contributions) to the Plan for the Plan year ended December 31, 1998,
was approximately $111,093.
Defined Benefit Pension Plan. The Bank maintains the Financial
Institutions Retirement Fund, which is a qualified, tax-exempt defined
benefit plan ("Retirement Plan"). All employees age 21 or older who have
worked at the Bank for a period of one year in which they have 1,000 or more
hours of service are eligible for membership in the Plan. Once eligible, an
employee must have been credited with 1,000 or more hours of service with the
Bank during the year in order to accrue benefits under the Retirement Plan.
The Bank annually contributes an amount to the Retirement Plan necessary to
satisfy the actuarially determined minimum funding requirements in accordance
with the Employee Retirement Income Security Act ("ERISA").
The regular form of all retirement benefits (i.e., normal, early or
disability) is a life annuity with a guaranteed term of 10 years. For a
married participant, the normal form of benefit is a joint and survivor
annuity
6
<PAGE>
where, upon the participant's death, the participant's spouse is entitled to
receive a benefit equal to 50% of that paid during the participant's
lifetime. An optional form of benefit may be selected instead of the normal
form of benefits. These optional forms include various annuity forms as well
as a lump sum payment after age 55. Benefits payable upon death may be made
in a lump sum, installments over 10 years, or a lifetime annuity.
The normal retirement benefit payable at or after age 65, is an amount
equal to 1.5% multiplied by years of benefit service (not to exceed 30) times
average compensation based on the average of the five years providing the
highest average. A reduced benefit is payable upon retirement at age 55 at or
after completion of five years of service. A member is fully vested in his
account upon completion of 5 or more years of employment or upon attaining
normal retirement age.
The following table indicates the annual retirement benefit that would
be payable under the Retirement Plan upon retirement at age 65 in calendar
year 1998, expressed in the form of a single life annuity for the average
salary and benefit service classifications specified below.
Highest Five-Year
Average Years of Service and Benefit Payable at Retirement(1)
Compensation 15 20 25 30
$50,000 $11,250 $15,000 $ 18,750 $ 22,500
$75,000 16,875 22,500 28,125 33,750
$100,000 22,500 30,000 37,500 45,000
$125,000 28,125 37,500 46,875 56,250
$150,000 33,750 45,000 56,250 67,500
(1) No additional credit is received for years of service in excess of
30; however, increases in compensation after 30 years will
generally cause an increase in benefits.
As of June 30, 1999, Mr. J. Bruce Whittaker had 27 years of credited
service (i.e., benefit service), under the Retirement Plan.
Employee Stock Ownership Plan and Trust. The Bank has established an
Employee Stock Ownership Plan and Related Trust ("ESOP") for eligible
employees. The ESOP is a tax-qualified plan subject to the requirements of
ERISA and the Code. Persons who have been employed by the Bank for 12-months
during which they worked at least 1,000 hours and who have attained age 21,
are eligible to participate. The ESOP has borrowed funds from the Company and
has purchased or been issued a total of 72,360 shares of Common Stock. The
Common Stock held by the ESOP is collateral for the loan. The loan will be
repaid principally from the Bank's contributions to the ESOP over a period of
up to ten years. The interest rate for the loan is a floating rate equal to
the Prime Rate as published in the Wall Street Journal from time to time.
Shares purchased by the ESOP are held in a suspense account for allocation
among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account
in an amount proportional to the repayment of the ESOP loan will be allocated
among participants on the basis of compensation in the year of allocation, up
to an annual adjusted maximum level of compensation. Benefits generally
become vested after five years of credited service. Forfeitures will be
reallocated among remaining participating employees in the same proportion as
contributions. Benefits may be payable upon death, retirement, early
retirement, disability or separation from service. The Company's
contributions to the ESOP will not be fixed, so benefits payable under the
ESOP cannot be estimated.
A committee consisting of all non-employee directors administers the
ESOP. The ESOP also has an unrelated corporate trustee who is appointed as a
fiduciary responsible for administration of the ESOP assets and who votes the
ESOP shares. The committee may instruct the trustee regarding investment of
funds contributed to the ESOP. The ESOP trustee generally will vote all
shares of Common Stock held by the ESOP in accordance with the written
instructions of the committee. In certain circumstances, however, the ESOP
trustee must vote all allocated shares held in the ESOP in accordance with
the instructions of the participating employees, and unallocated shares and
shares held in the suspense account in a manner calculated to most accurately
reflect the instructions the ESOP trustee has received from participants
regarding the allocated stock, subject to and in accordance with the
fiduciary duties under
7
<PAGE>
ERISA owed by the ESOP trustee to the ESOP participants. Under ERISA, the
Secretary of Labor is authorized to bring an action against the ESOP trustee
for the failure of the ESOP trustee to comply with its fiduciary
responsibilities.
Transactions with Certain Related Persons
All transactions between the Company and its executive officers,
directors, holders of 10% or more of the shares of its Common Stock and
affiliates thereof, are on terms no less favorable to the Company than could
have been obtained by it in arm's-length negotiations with unaffiliated
persons. Such transactions must be approved by a majority of independent
outside directors of the Company not having any interest in the transaction.
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has approved the engagement of
PricewaterhouseCoopers, LLP, to be the Company's auditors for the 2000 fiscal
year, subject to the ratification of the engagement by the Company's
shareholders. At the Annual Meeting, shareholders will consider and vote on
the ratification of the engagement of PricewaterhouseCoopers, LLP, for the
Company's fiscal year ending June 30, 2000. A representative of
PricewaterhouseCoopers, LLP, is expected to attend the Meeting to respond to
appropriate questions and to make a statement if he/she so desires.
In order to ratify the selection of PricewaterhouseCoopers, LLP, as the
auditors for the 2000 fiscal year, the proposal must receive at least a
majority of the votes cast, either in person or by proxy, in favor of such
ratification. The Board of Directors recommends a vote "FOR" the ratification
of PricewaterhouseCoopers, LLP, as auditors for the 2000 fiscal year.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive office,
302 Main Street, Catskill, New York 12414, no later than June 1, 2000. Any
such proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in this Proxy
Statement. However, if any matters should properly come before the Annual
Meeting, it is intended that holders of the proxies will act as directed by a
majority of the Board of Directors, except for matters related to the conduct
of the Annual Meeting, as to which they shall act in accordance with their
best judgment. The Board of Directors intends to exercise its discretionary
authority to the fullest extent permitted under the Securities Exchange Act
of 1934.
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 shareholder to properly bring
business before an annual meeting, or to propose a nominee to the Board, the
shareholder must give written notice to the Secretary of the Company not less
than 90 days before the date fixed for such meeting; provided, however, that
in the event that less than 100 days notice or prior public disclosure of the
date of the meeting is given or made, notice by the shareholder 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
shareholder's name, record address, and number of shares owned by the
shareholder, describe briefly the proposed business, the reasons for bringing
the business before the annual meeting, and any material interest of the
shareholder 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 shareholder proposal
which does not meet all of the requirements for inclusion established by the
SEC in effect at the time such proposal is received.
8
<PAGE>
The date on which the Annual Meeting of Shareholders is expected to be
held is October 25, 2000. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2000 Annual
Meeting of Shareholders must be given to the Company no later than July 27,
2000.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telegraph or telephone without
additional compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 1999, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF
THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO BRUCE P. EGGER,
CORPORATE SECRETARY, GREENE COUNTY BANCORP, INC., 302 MAIN STREET, CATSKILL,
NEW YORK 12414, OR CALL AT 518/943-2600.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce P. Egger
Bruce P. Egger
Corporate Secretary
Catskill, New York
September 29, 1999
9
<PAGE>
REVOCABLE PROXY
GREENE COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
October 27, 1999
The undersigned hereby appoints the official proxy committee consisting of
the Board of Directors with full powers of substitution to act as attorneys
and proxies for the undersigned to vote all shares of Common Stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders ("Annual Meeting") to be held at the Company's main office, 425
Main Street, Catskill, New York on October 27, 1999, at 5:00 p.m. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
<PAGE>
{ }
1. The election as Directors of all nominees listed below, each to
serve for a three-year term.
J. Bruce Whittaker
Dennis R. O'Grady
Martin C. Smith
VOTE
FOR WITHHELD
(except as
marked to
the contrary
below)
[ ] [ ]
INSTRUCTION: To withhold your vote for one or more nominees, write the name
of the nominee(s) on the line(s) below.
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
2. The ratification of PricewaterhouseCoopers, LLP as the Company's
independent auditor for the fiscal year ending June 30, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote "FOR" Proposal 1 and Proposal 2.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the shareholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect. This proxy may also be revoked
by sending written notice to the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Shareholders, or by the filing of a
later proxy prior to a vote being taken on a particular proposal at the
Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of notice of the Annual Meeting, a proxy statement dated
September 29, 1999, and audited financial statements.
Date:______________, 1999 [ ] Check Box if You Plan
to Attend Annual Meeting
- ------------------------- -------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ------------------------- -------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.
Please complete and date this proxy and return it promptly in the enclosed
postage-prepaid envelope.
