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
Filed by the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Evergreen Bancorp, Inc.
- ------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11 (c) (1) (ii), 14a-6(i) (1), or 14a-6(i)
(2) or Item 22(a) (2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $3 1/3 per share
- ----------------------------------------
NOTE: Other items called for by Schedule 14A are inapplicable.
March 18, 1996
TO THE STOCKHOLDERS OF
EVERGREEN BANCORP, INC.:
You are cordially invited to attend the 1996 Annual Meeting of Stockholders
of Evergreen Bancorp, Inc. ("Evergreen") which will be held in the Adirondack
Room of the Queensbury Hotel, located at 88 Ridge Street, in Glens Falls, New
York, 12801, on April 16, 1996, at 10:00 a.m., local time.
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 1996 ANNUAL MEETING. Your vote is important, regardless of the number of
shares you own. 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.
If you have any questions about the enclosed Proxy Statement or the 1995
Annual Report, please let us hear from you.
Sincerely,
George W. Dougan
Chairman, President and
Chief Executive Officer
EVERGREEN BANCORP, INC.
237 Glen Street, Glens Falls, New York 12801
518-792-1151
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on April 16, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders of
Evergreen Bancorp, Inc. ("Evergreen") will be held in the Adirondack Room of
the Queensbury Hotel, located at 88 Ridge Street, in Glens Falls, New York
12801, on April 16, 1996, at 10:00 a.m., local time (the "1996 Annual
Meeting"), for the following purposes:
1. Elect Directors. To consider and vote upon the election of six (6)
directors to serve until the 1999 Annual Meeting of Stockholders and until
their successors are duly elected and qualified; and
2. Other Business. To transact such other business as may come properly
before the 1996 Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 4, 1996, are
entitled to receive notice of and to vote at the 1996 Annual Meeting or any
adjournment thereof. If you attend the 1996 Annual Meeting, you may vote your
shares in person if you wish, even if you previously have returned your
proxy. The Proxy may be revoked by the person who executed it by filing with
the Secretary of Evergreen an instrument of revocation or a duly executed
Proxy bearing a later date, or by voting in person at the 1996 Annual
Meeting.
By Order of the Board of Directors
Kathleen Martinez
Secretary
March 18, 1996
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 1996 ANNUAL
MEETING.
EVERGREEN BANCORP, INC.
237 Glen Street
Glens Falls, New York 12801
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1996
INTRODUCTION
General
This Proxy Statement is being furnished to the stockholders of Evergreen
Bancorp, Inc. a Delaware corporation ("Evergreen"), in connection with the
solicitation of Proxies by the Board of Directors of Evergreen from holders
of the outstanding shares of the common stock, par value $3.33 per share
("Evergreen Common Stock"), of Evergreen, for use at the Annual Meeting of
Stockholders of Evergreen to be held on April 16, 1996, or any adjournment
thereof (the "1996 Annual Meeting"). The 1996 Annual Meeting is being held to
consider and vote:
(1) For the election of six (6) directors to serve until the 1999 Annual
Meeting of Stockholders and until their successors are duly elected and
qualified; and
(2) such other business as may come properly before the 1996 Annual Meeting.
The principal executive offices of Evergreen are located at 237 Glen Street,
Glens Falls, New York 12801. The telephone number of Evergreen at such
offices is (518) 792-1151.
This Proxy Statement is dated March 18, 1996, and is first being mailed to
the stockholders of Evergreen on or about March 18, 1996.
Record Date, Solicitation, and Revocability of Proxies
The Board of Directors of Evergreen has fixed the close of business on March
4, 1996, as the record date for the determination of the Evergreen
stockholders entitled to receive notice of and to vote at the 1996 Annual
Meeting. Accordingly, only holders of record of shares of Evergreen Common
Stock at the close of business on such date will be entitled to vote at the
1996 Annual Meeting. At the close of business on the record date, there were
4,637,714 shares of Evergreen Common Stock issued and outstanding and held by
approximately 1,499 stockholders of record. For information with respect to
any stockholders who own or are deemed to own more than 5% of the outstanding
Evergreen Common Stock, see "Background and Equity Ownership of Directors and
Officers". Shares of Evergreen Common Stock represented by a properly
executed Proxy, if such Proxy is received in time and not revoked, will be
voted at the 1996 Annual Meeting in accordance with the instructions
indicated in such Proxy.
Holders of Evergreen Common Stock are entitled to one vote on each matter
considered and voted upon at the 1996 Annual Meeting for each share of
Evergreen Common Stock held of record at the close of business on March 4,
1996. To hold a vote on any proposal or other matter, a quorum must be
assembled, which is a majority of the Evergreen Common Stock issued and
outstanding, present in person or represented by Proxy. In determining
whether a quorum exists at the 1996 Annual Meeting for purposes of all matters
to be voted on, all votes "for" or "against," as well as all abstentions
(including those to withhold authority to vote in certain cases), with
respect to the proposal receiving the most such votes will be counted.
Provided that a quorum is present, the vote required for the election of
directors is a plurality of the votes of the shares of Evergreen Common Stock
present in person or represented by Proxy at the 1996 Annual Meeting and
entitled to vote. Consequently, with respect to the proposal for the election
of directors, abstentions and broker non-votes will not be counted as part of
the base number of votes to be used in determining if a nominee has received
the requisite number of votes. Thus, for the election of directors, an
abstention or broker non-vote will have no effect. With respect to any other
matter that might be, but is not expected to be, voted on at the 1996 Annual
Meeting, the required vote for approval is a majority of the shares of
Evergreen Common Stock represented and entitled to vote at the 1996 Annual
Meeting. Consequently, with respect to any such matters, abstentions will be
counted as part of the base number of votes to be used in determining if such
matter has received the requisite number of base votes for approval, but
broker non-votes will not be counted in such base for such matters. Thus, an
abstention will have the same effect as a vote "against" such matter, while a
broker non-vote will have no effect.
A stockholder who has given a Proxy may revoke it at any time prior to its
exercise at the 1996 Annual Meeting by either: (i) giving written notice of
revocation to the Secretary of Evergreen, (ii) properly submitting to
Evergreen a duly executed Proxy bearing a later date; or (iii) voting in
person at the 1996 Annual Meeting. All written notices of revocation or other
communications with respect to revocation of Proxies should be addressed as
follows: Evergreen Bancorp, Inc., 237 Glen Street, Glens Falls, New York
12801, Attention: Kathleen Martinez, Secretary.
The 1995 Annual Report to Stockholders, including consolidated financial
statements for the fiscal year ended December 31, 1995, either has been
mailed to stockholders previously or accompanies this Proxy Statement.
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Bylaws of Evergreen currently provide that the Board of Directors will
consist of at least five and no more than 25 members, and that the total
number of directors may be fixed by resolution of the Board of Directors.
However, the total number of directors may not be increased by more than two
between any two successive annual meetings of stockholders. The Board has
currently established the number of directors at 16. Further, the Certificate
of Incorporation provides that the Board of Directors will be divided into
three classes, as nearly equal as possible, with each class serving a
three-year term, and one class elected annually.
The terms of six of the members of the Board expire at the 1996 Annual
Meeting. The 1996 Annual Meeting is being held to elect six directors of
Evergreen to serve three-year terms of office. Accordingly, those six members
are standing for reelection to serve three-year terms expiring at the 1999
Annual Meeting of Stockholders and until his or her successor has been
elected and qualified.
All shares represented by valid Proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in the
manner specified therein. In the event that any nominee is unable to serve
(which is not anticipated), the persons designated as Proxies will cast votes
for the remaining nominees and for such other persons as they may select.
The affirmative vote of the holders of a plurality of the shares of Evergreen
Common Stock represented and entitled to vote at the 1996 Annual Meeting, at
which a quorum is present, is required for the election of the directors
listed below.
As a result of reaching the mandatory retirement age, Mr. Dean V. Chandler,
Mr. Henry J.W. Vanderminden III, and Mr. Samuel P. Hoopes are retiring from
the Board of Directors, effective as of the 1996 Annual Meeting. All three
directors are in the class of directors whose terms expire at the 1997
meeting. The Board of Directors does not currently intend to fill such
vacancies, but may do so in the future.
THE SIX NOMINEES LISTED BELOW HAVE BEEN RECOMMENDED TO THE EVERGREEN BOARD OF
DIRECTORS BY THE HUMAN RESOURCES AND NOMINATING COMMITTEE THEREOF. THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THOSE NOMINEES
TO SERVE AS DIRECTORS.
The following table sets forth certain information with respect to each
nominee or director continuing in office of Evergreen, and for executive
officers of Evergreen or its principal bank subsidiary, Evergreen Bank, N.A.,
including the number of shares of Evergreen Common Stock beneficially owned
by each such person on December 31, 1995.
Based on all available information as of December 31, 1995, no holder of
record of Evergreen Common Stock has filed with Evergreen a copy of a
Schedule 13D or Schedule 13G indicating beneficial ownership of 5% or more of
the outstanding of Evergreen Common Stock.
<TABLE>
Background and Equity Ownership
of Directors and Executive Officers
<CAPTION>
Number and
Percentage of
Name, Age, and Year Shares of Evergreen
First Elected a Common Stock
Director or Executive Officer Background Information Beneficially Owned <F1>
NOMINEES FOR ELECTION AS A DIRECTOR
For Term Expiring 1999 Annual Meeting
<S> <C> <C>
John W. Bishop Retired; self-employed construction consultant from 1991 15,393
Age: 68 to present. <F8>
Elected to Board: 1980
Michael D. Ginsburg President, Broad Street Carwash, Inc., retail; Partner, 116,679 <F2>
Age: 58 M & R Ginsburg Partners. (2.5%)
Elected to Board: 1980
and 1994
Robert F. Flacke President of Fort William Henry Corporation, a 6,979 <F3>
Age: 63 hotel operation, since 1960. <F8>
Elected to Board: 1980
Joan M. Mannix Real Estate Developer; former President and Owner 17,319 <F4>
Age: 57 of Kubricky Construction Corporation, heavy construction, <F8>
Elected to Board: 1980 from 1980 to 1983; and Ridge Enterprises, Inc.,
a real estate company, from 1985 to 1995.
Anthony J. Mashuta President, Cool Insuring Agency, Inc., Insurance Services, 2,977
Age: 39 since 1992; Senior Vice President from 1986 to 1992. <F8>
Elected to Board: 1995
Paul W. Tomlinson Retired; President of Salem Farm Supply, Inc., 64,403
Age: 63 a privately-held farm equipment and sales company, (1.4%)
Elected to Board: 1982 from 1954 to 1988.
</TABLE>
<TABLE>
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Term Expiring 1997 Annual Meeting
<CAPTION>
<S> <C> <C>
Carl R. DeSantis, Sr. Vice Chairman of the Board of Evergreen since 1993; 9,571 <F5>
Age: 69 Vice Chairman and director of Franchise Associates, Inc., <F8>
Elected to Board: 1980 a privately-held restaurant operation, since 1986.
Phillip H. Morse Retired; Chairman of NAMIC U.S.A. Corporation and 13,692
Age: 54 NAMIC International, Inc., specialty medical devices <F8>
Elected to Board: 1982 manufacturing companies, from 1969 to 1995.
</TABLE>
<TABLE>
Number and
Percentage of
Name, Age, and Year Shares of Evergreen
First Elected a Common Stock
Director or Executive Officer Background Information Beneficially Owned <F1>
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Term Expiring 1998 Annual Meeting
<CAPTION>
<S> <C> <C>
George W. Dougan President and Chief Executive Officer of Evergreen since 71,513
Age: 56 March 7, 1994 and Chairman of the Board since May (1.5%)
Elected to Board: 1994 19, 1994; Chairman of the Board, Bank of Boston, Florida
Division, from 1992 to 1994; and Senior Vice President,
Bank of Boston from 1988 to 1992.
William E. Philion Retired; President and Chief Executive Officer of Glens 6,370
Age: 69 Falls Hospital from 1971 to 1989. <F8>
Elected to Board: 1980
Alan R. Rhodes Attorney with Bartlett, Pontiff, Stewart & Rhodes, 19,947 <F6>
Age: 58 P.C., a law firm, and its predecessors, since 1963. <F8>
Elected to Board: 1980
Floyd H. Rourke Retired; Chairman of the Board and President of Sandy 71,321
Age: 67 Hill Corp., a privately-held paper machinery (1.5%)
Elected to Board: 1980 manufacturing company, from 1979 to 1992.
Walter Urda Steel Systems Technology Limited, construction consultant 1,315
Age: 68 since 1996; President of Irontech Industries, Inc., <F8>
Elected to Board: 1989 a construction company, from 1990 to 1995.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Executive Officers
Thomas C. Crowley Executive Vice President, Chief Credit Officer of 11,246
Age: 49 Evergreen Bancorp, Inc. and Evergreen Bank, N.A. <F8>
Appointed
Executive Officer: 1994
Anthony J. Koenig Executive Vice President, Chief Administrative Officer of 22,671
Age: 57 Evergreen Bancorp, Inc. and Evergreen Bank, N.A. <F8>
Appointed
Executive Officer: 1986
Michael P. Brassel Regional President, Evergreen Bank, N.A. 26,042
Age: 54 <F8>
Appointed
Executive Officer: 1987
John M. Fullerton Executive Vice President, Evergreen Bank, N.A. 13,454
Age: 47 <F8>
Appointed
Executive Officer: 1992
All Executive Officers 505,900 <F7>
and Directors as a (10.9%)
group (20 persons)
<FN>
Footnotes to information as to Directors and Officers
<F1> Information relating to beneficial ownership of Evergreen Common
Stock by directors is based upon information furnished by each person using
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission under Section 13 of the Securities Exchange Act of 1934,
as amended. Except as indicated in other notes to this table describing
special relationships with other persons and specifying shared voting or
investment power, directors possessed sole voting and investment power with
respect to all shares of Evergreen Common Stock set forth opposite their
names.
<F2> Includes 8,849 shares held by Mr. Ginsburg as custodian for his
daughter and grandchildren, and 45,909 shares for which he as Power of
Attorney.
<F3> Includes 1,636 shares held by Mr. Flacke's wife.
<F4> Includes 3,382 shares held by Ms. Mannix' husband.
<F5> Includes 81 shares held by Mr. DeSantis' wife.
<F6> Includes 4,959 shares held by Mr. Rhodes' wife.
<F7> Included in the shares listed as "beneficially owned" are the following
shares which the persons listed have the right to acquire within sixty days
pursuant to stock options: (a) under the 1995 Directors Stock Option Plan --
Mr. Bishop (200), Mr. Ginsburg (200), Mr. Flacke (200), Mrs. Mannix (200),
Mr. Mashuta (200), Mr. Tomlinson (200), Mr. DeSantis (200), Mr. Morse (200),
Mr. Philion (200), Mr. Rhodes (200), Mr. Rourke (200), and Mr. Urda (200);
(b) under the employee stock option plans -- Mr. Dougan (45,000), Mr. Crowley
(10,750), Mr. Brassell (14,100), Mr. Koenig (17,950) and Mr. Fullerton
(12,200); and (c) under all stock option plans -- All directors and executive
officers as a group (120,250).
<F8> Represents less than 1%.
</TABLE>
Information About the Board of Directors and Its Committees
The Board of Directors of Evergreen held 13 meetings during 1995. All of the
directors attended at least 75% of the aggregate total number of meetings of
the Board of Directors and all committees of the Board on which they served
during 1995.
Evergreen's Board of Directors presently has three principal committees: the
Human Resources and Nominating Committee; the Executive Committee; and the
Audit Committee. Information regarding the functions of those committees,
their membership, and the number of meetings held during 1995 follows.
The Human Resources and Nominating Committee reviews all of Evergreen's
benefit plans on a regular basis and makes recommendations and regular
reports thereon to the Board of Directors. Additionally the Committee
recommends nominees for election as directors. The Human Resources and
Nominating Committee must deliver written nominations to the Secretary, and
each nomination must include a statement of the experience and the background
of the nominee. Any nominations for directors by stockholders will be taken
under advisement by the Board. The Human Resources and Nominating Committee
met 6 times during 1995. Its current members are Messrs. Flacke (Chairman),
Chandler, Dougan, Hoopes, Philion, and Urda.
The Executive Committee acts on behalf of the full board between Board
meetings, within legal limitations, advises management on significant
strategic, regulatory or policy matters, oversees asset, liability, and
investment management, and advises on issues not in the purview of other
Board Committees. During 1995 the Executive Committee held 11 meetings. The
members of the Executive Committee are Messrs. Philion (Chairman), DeSantis,
Dougan, Flacke, Morse, Rhodes, and Ms. Mannix.
The Audit Committee annually recommends to the Board of Directors the firm to
be engaged as independent accountants of Evergreen for the next year; reviews
the plan for the audit engagement, results of internal auditing, and reports
of regulatory authorities; generally reviews financial reporting procedures;
and periodically reports to the Board. During 1995 the Audit Committee held 8
meetings. The members of the Audit Committee are Ms. Mannix (Chairperson) and
Messrs. Chandler, Hoopes, Rourke, and Urda.
Director Compensation
Cash Remuneration. The non-employee directors of Evergreen receive for their
services as directors an annual retainer fee of $4,000. In addition,
non-employee directors of Evergreen receive $500 for attendance at each Board
meeting and $200 for attendance at each committee meeting with the exception
of the Executive Committee, for which they are paid $250. The Chairperson of
the Audit Committee is paid a $2,500 retainer fee annually, in addition to
other fees. Non-employee directors are also compensated for committee
meetings of the subsidiary bank. No additional remuneration is received by
any director for special assignment. A total of $216,350 was paid during 1995
to the non-employee directors of Evergreen for all services rendered.
Director Stock Option Plan. Each outside Director is entitled to participate
in the Company's 1995 Directors Stock Option Plan (the "Director Stock Option
Plan"). A total of 30,000 shares of the Common Stock are reserved for
issuance pursuant to non-qualified stock options (the "Director Options")
issued under such plan, and Director Options covering 3,000 shares of Common
Stock were granted in 1995. Stock options issuable under the Director Stock
Option Plan are granted at an exercise price equal to the fair market value
of the Common Stock on the date of grant. An annual grant of 200 Director
Options is made to each eligible non-employee director following the Annual
Meeting of Stockholders, on the next NASDAQ National Market System trading
day. All Director Options vest one year from the date of grant.
The Director Stock Option Plan is administered by the Executive Vice
President and Chief Administrative Officer of the Company, who is authorized
to interpret the Director Stock Option Plan but has no discretion with
respect to the selection of directors who receive Director Options, the
number of shares subject to the Director Stock Option Plan or to each grant
thereunder, or the purchase price for shares subject to Director Option. The
administrator has no authority to materially increase the benefits under the
Director Stock Option Plan.
Executive Compensation and Benefits
The Summary Compensation Table set forth below contains certain information
concerning compensation for the named executive officers of Evergreen for the
periods indicated. No information is provided in the following Summary
Compensation Table for 1994, 1993, or both, as the case may be, with respect
to any named executive officer who did not serve as an executive officer at
any time during either or both years.
<TABLE>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION<F1> AWARDS
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Restricted Securities All
Stock Underlying Other
Salary Bonus Award(s)<F2> Options/ Compensation<F3>
Name Year ($) ($) ($) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C>
George W. Dougan 1995 296,923 114,375 0 0 8,429
CEO
1994 222,115 55,000 80,600 45,000 79,482
1993 -- -- -- -- --
Thomas C. Crowley 1995 134,750 42,656 0 0 4,450
EVP
1994 87,500 19,500 0 10,750 25,167
1993 -- -- -- -- --
Anthony J. Koenig 1995 119,202 37,734 0 0 7,979
EVP
1994 115,000 23,000 0 10,750 28,768
1993 107,525 0 0 0 6,989
Michael P. Brassel 1995 120,500 30,125 0 0 7,294
Regional President
1994 120,500 19,280 0 6,000 22,787
1993 120,500 0 0 0 5,445
John M. Fullerton 1995 113,215 28,600 0 0 7,736
EVP
1994 110,000 17,600 0 6,000 7,423
1993 94,692 10,196 0 0 7,100
Frederick M. Fink <F4> 1995 109,622 0 0 0 867
Former Executive Vice
President and CFO 1994 115,000 23,000 0 10,750 6,139
1993 93,712 0 0 0 133
<FN>
<F1> The named executive officers did not receive any perquisites nor other
personal benefits in which the aggregate amount of such compensation exceeded
$50,000 or 10% of the total of his annual salary and bonus.
<F2> The amount in this column represents the dollar value at the date of
award of restricted stock awards calculated using the closing sale price of
Evergreen Common Stock on the date of grant.
<F3> The compensation reported in this column is composed of the following
amounts: amounts allocated to accounts in the 401(k) Plan, as an employer
matching contribution, Mr. Dougan $2,310, Mr. Crowley $1,194, Mr. Koenig
$2,133, Mr. Brassel $2,097, Mr. Fullerton $2,289, and Mr. Fink $0; amounts
allocated to accounts in the Stock Purchase Plan, as an employer matching
contribution, Mr. Dougan $867, Mr. Crowley $867, Mr. Koenig $867, Mr. Brassel
$303, Mr. Fullerton $867, and Mr. Fink $867; amounts allocated to accounts in
the Employee Stock Ownership Plan (ESOP), as an employer contribution, Mr.
Dougan $5,252, Mr. Crowley $2,389, Mr. Koenig $4,979, Mr. Brassel $4,894, Mr.
Fullerton $4,580, and Mr. Fink $0.
<F4> Mr. Fink resigned his position at Evergreen effective November 17,
1995.
</TABLE>
Option/SAR Grants in Last Fiscal Year
During fiscal year 1995 there were no Stock Options granted to the
individuals named in the Summary Compensation Table.
<TABLE>
Aggregate Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Options/SAR Values
The following table shows stock option exercises by the individuals named in
the Summary Compensation Table. In addition, this table includes the number
of shares covered by both exercisable and unexercisable options as of
December 31, 1995. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing options and the year-end price of Evergreen Common Stock.
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
George W. Dougan 0 0 45,000/0 320,850/0
Thomas C. Crowley 0 0 10,750/0 96,750/0
Anthony J. Koenig 0 0 17,950/0 171,366/0
Michael P. Brassel 0 0 14,100/0 135,941/0
John M. Fullerton 0 0 12,200/0 117,716/0
Frederick M. Fink <F1> 10,750 92,719 0/0 0/0
<FN>
<F1> Mr. Fink resigned his position at Evergreen effective November 17, 1995.
</TABLE>
Employment Agreement. In connection with the employment of George W. Dougan
as Evergreen's Chairman, President, and Chief Executive Officer, Evergreen
and Mr. Dougan entered into an employment agreement, dated as of February 7,
1994 (the "Employment Agreement"), providing for the employment of Mr. Dougan
as President and Chief Executive Officer of Evergreen for a term commencing
on March 7, 1994, and continuing until February 28, 1997, unless earlier
terminated in accordance with the terms of the Employment Agreement. Under
the Employment Agreement, Mr. Dougan will be paid an annual base salary of
not less than $275,000, to be reviewed from year-to-year by the Board of
Directors of Evergreen. In addition, Mr. Dougan will be entitled to
participate for calendar years, beginning after December 31, 1994, in an
incentive plan that would provide an annual incentive bonus equal to 30% of
his annual base compensation, provided all performance criteria established
by the Human Resources and Nominating Committee are satisfied. The Agreement
provides for certain other benefits, including participation in all executive
benefit plans and arrangements and an automobile allowance. In the event of
Mr. Dougan's death or disability, the Agreement terminates immediately and
Evergreen is obligated only to pay compensation or benefits actually earned
or accrued through such date. If Mr. Dougan's employment is terminated by
Evergreen "without cause", he will be entitled to continuation of base salary
for the remainder of the Agreement and an annual incentive bonus, prorated
through the date of termination, with a minimum of 12 months continuation of
base salary and benefits. If Mr. Dougan resigns for "good reason," unresolved
to his satisfaction, all matters would be determined through binding
arbitration. In the event of the termination of Mr. Dougan's employment
following a change in control, Mr. Dougan will be entitled to base
compensation for a period of 36 months, in a single lump sum, discounted to
present value, bonus payments for the 36 months equal to the average of
bonuses paid during the two preceding calendar years; health and life
insurance for 36 months at the current level and participation in employee
benefits plans, to the extent permitted by law for the 36-month period. For
these purposes, a change in control is similar to that described below. See
"Change of Control Agreements".
Change of Control Agreements. Evergreen has entered into Change of Control
Agreements, with each of the named Executive Officers, other than Mr. Dougan,
which Agreements are for an initial term of three years, and renewable
periodically annually thereafter at the sole discretion of the Human
Resources and Nominating Committee of the Board. See- "Information about the
Board of Directors and its committees." The Agreements generally provide that
the executive shall be entitled to benefits as described in this paragraph if
a change in control as defined in the Agreements occurs during the term of
the Agreement and the executive's employment is terminated within two years
following the change in control. Benefits under the Agreements include
payment of the executive's current salary, for periods ranging from six
months to one year. During the same twelve months, the executive is entitled
to receive payments equal to the average bonuses paid the executive during
the two calendar years preceding termination, health insurance benefits, and
participate in employee benefits plans for one year to the extent permitted
by applicable law, and is entitled to certain executive recruiting services.
For purposes of the Agreements, a change in control is (i) the acquisition by
any "person", (as defined by the Exchange Act) in any twelve month period of
the aggregate of twenty-five percent of the combined voting power of the
company's outstanding securities, (ii) in a period of two consecutive years,
a majority change in the composition of the Board of Directors, unless such
changes shall have been approved in advance by a vote of the directors then
still in office who were directors at the beginning of the period, (iii) the
consummation of a merger, consolidation or business combination other than
one in which the holders of Common Stock of Evergreen immediately prior to
the combination hold securities of the surviving entity representing at least
sixty percent of the common stock of the surviving entity, (iv) complete plan
of liquidation under a business combination or sale of all or of
substantially all of the assets of the Company, or (v) such other situation
as the Board of Directors determines constitutes a change in control for
purposes of the Agreements.
Pension Plan. Evergreen maintains a noncontributory defined benefit pension
plan (the "Pension Plan") covering all full-time, salaried employees who have
attained age 18 and have completed at least one year of service and one
thousand hours of service during such year. Benefits under the Pension Plan
are determined primarily by years of service and the average of the salary
during the three highest paid years of an employee's ten final years of
employment. The following table sets forth the estimated annual benefits
payable upon retirement to persons in the specified salary and
years-of-service classifications.
<TABLE>
PENSION PLAN TABLE
Years of Service
<CAPTION>
Final Year Compensation
Salary Base 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C>
$125,000 $125,000 $34,494 $45,992 $57,491 $68,989 $68,989
150,000 150,000 41,807 55,742 69,678 83,614 83,614
175,000 150,000 41,807 55,742 69,678 83,614 83,614
200,000 150,000 41,807 55,742 69,678 83,614 83,614
225,000 150,000 41,807 55,742 69,678 83,614 83,614
250,000 150,000 41,807 55,742 69,678 83,614 83,614
300,000 150,000 41,807 55,742 69,678 83,614 83,614
400,000 150,000 41,807 55,742 69,678 83,614 83,614
450,000 150,000 41,807 55,742 69,678 83,614 83,614
500,000 150,000 41,807 55,742 69,678 83,614 83,614
</TABLE>
The benefits payable under the Pension Plan are based on an employee's base
salary and the amount of any bonus paid to such employee. Non-cash
compensation is not considered. Credited years of service through 1995 under
the Pension Plan for Mr. Dougan 1, Mr. Crowley 1, Mr. Koenig 10, Mr. Brassel
20 and Mr. Fullerton 13, respectively. The estimated annual benefits
reflected in the preceding table have been computed in straight-life annuity
amounts and are not subject to any deduction for Social Security or other
offset amounts.
Evergreen established in 1995 a Supplemental Chief Executive Retirement Plan
(the "Supplemental Plan"), an unfunded, non-qualified benefit plan for Mr.
Dougan. The Supplemental Plan provides for the payment of 40% of his eligible
compensation as a retirement benefit to Mr. Dougan, reduced by any benefits
payable to him under Evergreen's qualified retirement plan. The supplemental
benefits are earned by Mr. Dougan upon normal retirement at age 65 or upon a
change in control of Evergreen, and they vest on a pro-rata basis beginning
after five years of service. The combined effect of the Pension Plan and the
Supplemental Plan is that the years of credited service at normal retirement
for Mr. Dougan would be approximately 23. The other executive officers are
eligible for supplemental retirement benefits relating to compensation in
excess of $150,000 annually, which vest on a pro-rata basis beginning after
five years of service.
Report of the Human Resources and Nominating Committee
The Human Resources and Nominating Committee of Evergreen (the "Committee")
is pleased to present its report on Executive Compensation, describing the
components of the compensation program and the basis on which 1995
compensation determinations were made by the Committee.
The Committee's purpose is to hire, develop and retain the highest quality of
managers possible. The Committee is principally responsible for establishing
and administering the executive compensation program of the Company. These
duties include approving salary increases for the Company's key executives
and administering both the annual incentive plan and the stock option plans.
Compensation Philosophy and Overall Objectives
It is the philosophy of the Company that executive Compensation be directly
linked to continuous improvements in the financial performance and soundness
of the Company, including the principal bank subsidiary. The components of
the executive compensation program are salary, annual incentive awards, stock
options and saving and retirement benefits. The program is designed to: (1)
attract and retain competent people with competitive salaries; (2) provide
incentives for increased profitability and financial soundness; and (3) align
the long-term interests of management with the interests of stockholders by
encouraging executive ownership of common stock of the Company.
Compensation Program Components in 1995
The Committee regularly reviews the Company's compensation program to ensure
that salary levels and incentive opportunities are competitive and reflect
the performance goals of the Company. In determining competitive levels, the
Committee used information from five banking industry compensation surveys
and other data compiled by the Company's outside compensation consultant,
Sibson and Company. The target levels in the Company's incentive plans are
linked directly to financial and credit quality performance. The specific
elements of the compensation program are set forth below.
- -- Base Salary
The base salary was generally established in a range between the 50th
percentile (median) and the 75th percentile of a selected group of similarly
sized and situated regional banks in the compensation surveys. There is no
employment agreement in effect for a minimum base salary for any named
executive officer other than the Chief Executive. See "Employment Agreement".
Increases in base salaries for the parent company executive officers are
approved annually by the Committee. Increases for the executive officers at
the bank subsidiary level are approved annually by the Chief Executive,
within guidelines established by the Committee.
The Committee completed a review of base salaries in early 1994, and assessed
the competitiveness of current salary levels based on an analysis of
relevant, independent, market information and, as a result, developed a
process for establishing grade levels. The Committee has generally maintained
salary increases averaging 4% annually for the named executive officers in
the past two fiscal years, including 1995. The Committee intends to provide
recommendations for the ongoing evaluation of base salary levels as
appropriate.
- -- Annual Incentive Compensation
Key executives, including the named executive officers, were eligible for
annual incentive (bonus) awards based on the performance of Evergreen against
predetermined targets. The annual incentive program provides for payment
shortly after the fiscal year being measured. The annual incentive awards are
weighted principally on financial performance using a matrix that measures
Evergreen actual financial results for net income and return on equity
against the goals established at the beginning of each fiscal year. The
matrix provides for awards ranging from 30% of a target bonus to 150% of a
target bonus, depending on the level of net income and return on equity
achieved in the year. At the budget level, the award would be 100% of the
target bonus. The Committee may also consider certain qualitative factors in
assessing whether to increase the award (as determined by financial
performance component) by up to 25% or decrease the award to zero, including
the following: the financial soundness of the principal bank subsidiary; the
credit quality of the principal bank subsidiary; and non-interest income and
non-interest expenses. The resultant award percentage is applied to the
target bonus for each key executive. The target bonus for the named executive
officers, other than the Chief Executive, ranges from 20% to 25% of their
base salaries.
In 1995, Evergreen achieved the targets for net income and return on equity,
entitling each of the named executive officers to 100% of their target bonus.
In addition, the Committee considered the substantial improvements in the
financial soundness and credit quality of the principal bank subsidiary. In
particular, nonperforming assets declined from approximately $30 million in
1994 to under $10 million in 1995, a nearly 70% decrease, and the reserve for
loan losses improved to a coverage ratio of over 200% of nonperforming loans,
a substantial increase from approximately 100% coverage of nonperforming
loans in 1994. Consequently, the Committee awarded a subjective bonus that,
combined with the financial performance bonus awarded to all of the named exec
utive officers, resulted in an incentive award of 125% of the target bonus
for each of the named executive officers, ranging from 25% to 37.5% of base
salary.
- -- Long-Term Incentives
The Committee sets the standards for eligibility to participate in the
long-term incentives and defines the performance guidelines and goals that
executives must satisfy and reach to receive certain additional compensation
as long-term incentives. The Committee has determined that long-term
incentives, such as stock options, are the most significant means of
providing a competitive, long-term income to key employees. The Committee
also believes that Evergreen's long-term goals are best achieved through long-
term stock ownership.
The Committee awards the grant of stock options under the Long-Term Incentive
Program based on established guidelines for each salary grade level. The
exercise price of all options granted under the Stock Incentive Plan is set
at 100% of fair market value on the date the option was granted, with a term
of ten years, and generally vesting one year from the date of grant.
In 1995, no stock options were awarded to the named executive officers
because the Committee believed that it had made substantial awards of stock
options in 1994, coinciding with the adoption of the new Stock Incentive
Plan. It is anticipated that stock options will be granted annually,
beginning in 1996.
Chief Executive Officer's Compensation
The Chief Executive was compensated in 1995 according to a three year
employment agreement, approved by the Board of Directors, effective March 7,
1994. The agreement provided for a base salary of $275,000, which was
increased to an annual rate of $305,000 in 1995. The Committee believed that
the base salary increase was warranted to bring it in line with the median of
other comparable financial institutions surveyed by the Company's outside
compensation consultant. See "Employment Agreement". The Chief Executive
participates generally in all other benefit programs available to executive
officers.
The Chief Executive's employment agreement also provided for an incentive
payment for each fiscal year of the term of the employment agreement at a
target level equal to 30% of his base salary. He is measured against the same
performance targets of the other named executive officers. As described
above, in 1995, the Company achieved 100% of the financial targets
established by the Committee. In addition, the Committee also considered that
the Chief Executive's tenure at the Company in 1994 and 1995 led to
substantial improvement in the credit quality and financial soundness at the
principal bank subsidiary, which was released from a formal agreement with
the Office of the Controller of the Currency, and the reinstatement of the
common stock dividend at both the bank and the parent company. Consequently,
the Committee awarded a subjective bonus that, combined with the financial
performance bonus awarded to all of the named executive officers, resulted in
an incentive award of 125% of the Chief Executive's target bonus, equal to
37.5% of his base salary.
The Chief Executive participates in the Stock Incentive Plan, and was granted
45,000 stock options in 1994 as part of his employment agreement. In March,
1995, concurrent with the Chief Executive's annual review and salary
increase, the Committee accelerated the vesting of the 45,000 stock options,
originally scheduled to vest over five years. The one year vesting was
believed by the Committee to match the vesting schedule accorded to all of
the other executive officers at Evergreen. As with the other named executive
officers, no stock options were granted in 1995, but annual awards for the
Chief Executive are expected to be granted in 1996 and annually thereafter.
In September 1995, the Company amended the Chief Executive's employment
agreement to modify the anti-competitive restrictions in the event that the
Chief Executive's employment is terminated upon or following a change in
control. In August 1995, the Committee created a supplemental retirement plan
for the Chief Executive to address the shortcoming in the Company's existing
benefit plans in that the retirement plan does not adequately provide for a
high level executive recruited by the Company relatively late in his career.
The supplemental plan assures that the Chief Executive would be entitled to
40% of eligible compensation at retirement, less any amounts payable to the
Chief Executive under Evergreen's qualified retirement plan, vesting upon his
normal retirement or earlier upon a change in control (as defined in the
plan) of Evergreen. See "Pension Plan".
Deductibility of Compensation Expenses
Regulations under Section 162(m) of the Internal Revenue Code generally
disallow a tax deduction to a public corporation for tax years after 1993 for
compensation over $1 million for its chief executive officer or any of its
four other highest-paid officers. Qualifying performance-based compensation
will not be subject to the deduction limit if certain requirements are met.
The 1995 Stock Incentive Plan was designed to meet the regulations so that
stock options made under such plan will be excluded from the deduction limit.
No named executive of the Company earned more than $1 million in 1995, and
there is no indication that any named executive will earn such amount in
1996. Consequently, Evergreen has not established a formal policy regarding
such limit.
Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
The Human Resources and Nominating Committee acts as the Compensation
Committee for Evergreen. During the past fiscal year, Mr. Dougan, as Chairman
of the Board and Chief Executive of Evergreen, served on that committee. Mr.
Dougan is required to excuse himself from any matters dealing with his own
compensation, and is not present during the deliberations or voting on any of
compensation matters relating to him.
Robert F. Flacke, Chairman
Dean V. Chandler
George W. Dougan
Samuel P. Hoopes
William E. Philion
Walter Urda
Five-Year Performance Graph
The following graph compares the cumulative, five-year, stockholder return on
Evergreen Common Stock for the years ended December 31, 1991, through
December 31, 1995, assuming a $100 investment in Evergreen on December 31,
1990, and the reinvestment of dividends for the years indicated, to that of
the S&P 500 Index and the NASDAQ Bank Stock Index, an average of all bank and
thrift institutions that are not owned by holding companies and whose stock
is traded on the NASDAQ National Market. Cumulative, five-year, stockholder
return represents the change in stock price and the amount of dividends
received over the indicated period, assuming the reinvestment of dividends.
<TABLE>
Total Return Index Graph
<CAPTION>
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
S&P 500 $130 $140 $154 $156 $213
NASDAQ Bank Stock 138 209 270 273 396
Evergreen 112 118 114 139 208
</TABLE>
Compliance With Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, generally
requires Evergreen's officers and directors, and persons who own more than
ten percent of a registered class of Evergreen's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission. Based solely upon its review of the
copies of such reports received by it, or upon written representations
obtained from certain reporting persons, Evergreen believes that, during
1995, all Section 16(a) filing requirements applicable to its officers,
directors, and greater-than-ten-percent stockholders were complied with,
except as set forth in the following paragraph.
Based upon an administrative oversight of the Company, Evergreen's fifteen
outside directors and four executive officers did not file Reports on Form 5
in February, 1995, which were required to report small, periodic purchases of
Evergreen's common stock in fiscal 1994 through a dividend reinvestment
program and also, for the executive officers, through employee stock purchase
and stock ownership programs. The aggregate number of share purchases
reported late by each insider ranged from 7 shares to 1,664 shares. The
purchases were reported on Form 4's filed approximately ten weeks later, in
May, 1995. In all of the cases the securities purchased have not been
subsequently sold or otherwise disposed of.
Certain Transactions
Directors and executive officers of Evergreen, and certain business
organizations and individuals associated with them, have been customers of,
and have had banking transactions with, Evergreen in the ordinary course of
business. Those transactions may include loans, commitments, lines of credit,
and letters of credit. Evergreen uses Cool Insuring Agency, Inc. as the
Company's insurance broker for substantially all of its business insurance.
Mr. Mashuta, a director of Evergreen, is President and a substantial
shareholder in privately-held Cool Insuring Agency, Inc. In 1995, Evergreen
expended approximately $500,000 for insurance premiums that were processed
through the insurance agency.
All transactions with interested parties were believed to have been made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and did not and do not involve more than the normal risk of collectibility or
present other unfavorable features. Additional transactions with such persons
and businesses are anticipated.
INFORMATION CONCERNING EVERGREEN'S INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed KPMG Peat Marwick, independent certified public accountants, as
independent accountants for Evergreen and its subsidiary for the current
fiscal year ending December 31, 1996. KPMG Peat Marwick has served as
independent accountants for Evergreen since 1981. KPMG Peat Marwick has
advised Evergreen that neither the firm nor any of its partners has any
direct or material indirect interest in Evergreen.
A representative of KPMG Peat Marwick is expected to attend the 1996 Annual
Meeting and will be given the opportunity to make a statement on behalf of
the firm if he or she desires to do so. A representative of KPMG Peat Marwick
also is expected to be available to respond to appropriate questions from
stockholders.
STOCKHOLDERS' PROPOSALS
FOR 1997 ANNUAL MEETING
Proposals of Evergreen stockholders intended to be presented at the 1997
Annual Meeting of Stockholders must be received by Evergreen at its principal
executive offices on or before November 19, 1996, in order to be included in
Evergreen's Proxy Statement and Form of Proxy relating to the 1997 Annual
Meeting of Stockholders.
OTHER INFORMATION
Proxy Solicitation
This Proxy solicitation is being undertaken by Evergreen. The cost of
soliciting Proxies for the 1996 Annual Meeting will be paid by Evergreen. In
addition to the solicitation of stockholders of record by mail, regular
employees of Evergreen (none of whom will be specifically compensated for
such services) may solicit proxies by telephone or otherwise. Evergreen will
also be contacting brokers, dealers, banks, or voting trustees or their
nominees, who can be identified as record holders of Evergreen Common Stock.
Such nominee or other record holders will provide information concerning
quantities of proxy materials and Annual Reports needed to supply such
materials to the beneficial owners, and Evergreen will reimburse them for the
expense of mailing proxy materials and 1995 Annual Reports to such persons.
Miscellaneous
The management of Evergreen knows of no other matters that are to be
brought before the 1996 Annual Meeting. If any other matters come properly
before the 1996 Annual Meeting, the persons designated as Proxies will vote
on such matters in accordance with their best judgment.
Upon the written request of any person whose Proxy is solicited by this Proxy
Statement, Evergreen will furnish to such person without charge (other than
for exhibits) a copy of Evergreen's Annual Report on Form 10-K for its fiscal
year ended December 31, 1995, including financial statements and schedules
thereto, as filed with the SEC. Requests may be made to Evergreen Bancorp,
Inc., 237 Glen Street, Glens Falls, New York 12801, Attention: Kathleen
Martinez, Secretary.
By order of the Board of Directors,
Kathleen Martinez
Secretary
March 18, 1996
FORM OF PROXY
EVERGREEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The Undersigned hereby appoints Carl R. Baker, Esq., and John C. Reardon,
Esq., or either of them, with individual power of substitution, proxies to
vote all shares of the Common Stock of Evergreen Bancorp, Inc. ("Evergreen")
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held in the Adirondack Room of the Queensbury Hotel,
located at 88 Ridge Street, in Glens Falls, New York, on April 16, 1996,
at 10:00 a.m. local time, or any adjournment thereof, with all powers the
undersigned would possess if personally present as follows:
The Board of Directors Recommends a Vote "For" the Following Proposals:
1. Election of Directors: Authority for the election of six directors to
serve until the 1999 Annual Meeting of Stockholders: John W. Bishop, Michael
D. Ginsburg, Robert F. Flacke, Joan M. Mannix, Anthony J. Mashuta, and Paul
W. Tomlinson
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
list name(s) below:
- ---------------------------------------------------------------
FOR [ ] WITHHELD [ ]
2. In their discretion, such attorneys-in-fact and proxies are authorized to
vote such other business as may properly come before the meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD AND ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION AS TO ANY OTHER BUSINESS WHICH MAY COME PROPERLY
BEFORE THE MEETING. IF A VOTE IS NOT SPECIFIED, SAID PROXIES WILL VOTE FOR
PROPOSAL 1.
- -----------------------------------------
SIGNATURES OF STOCKHOLDERS
DATE_____________________________________
NOTE: You are requested to complete, date, sign and return this proxy
promptly. All joint owners must sign. Persons signing as executors,
administrators, trustees, corporate officerss, or in other representative
capacities should so indicate.
PLEASE MARK, SIGN ABOVE, DATE, AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE FURNISHED
