Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchnge Action of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate Box:
[ ] Preliminary Proxy Statement [ ] Confidenial, 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
STATE 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(k)(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:
_________________________________________________________________
(2) Aggegate number of securities to which transaction
applies:
__________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined:
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
(5) Total fee Paid:
__________________________________________________________________
[ ] Fee paid previously with preliminary materials.
- - ------------------------------------------------------------------
[ ] Check box is any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or schedule and the date
of its filing.
(1) Amount Previously Paid:
___________________________________________________________________
(2) Form Schedule or Registration Statement No.:
___________________________________________________________________
(3) Filing Party:
___________________________________________________________________
(4) Date Filed:
___________________________________________________________________
<PAGE>
STATE BANCORP, INC.
699 Hillside Avenue
New Hyde Park, New York 11040
(516) 437-1000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of STATE BANCORP, INC.:
At the direction of the Board of Directors of State Bancorp, Inc. (the
"Company"), NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
the Company will be held at the New Hyde Park Inn, 214 Jericho Turnpike, New
Hyde Park, New York, on April 27, 1995 at 10:00 A.M. (local time), for the
following purposes:
1. To elect three (3) directors, each to hold office for a term of
three (3) years and until his successor has been elected and qualifies.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 1995
as the record date for determination of Stockholders entitled to notice of and
to vote at the meeting, and only Stockholders of record on said date will be
entitled to receive notice of and to vote at said meeting.
By Order of the Board of Directors
Daniel T. Rowe, Secretary
March 24, 1995
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
<PAGE>
1995 PROXY STATEMENT
STATE BANCORP, INC.
699 Hillside Avenue
New Hyde Park, New York 11040
(516) 437-1000
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be Held April 27, 1995
GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy are being
furnished to the shareholders (the "Stockholders") of State Bancorp, Inc. (the
"Company"), a New York State corporation, in connection with the solicitation
by the Board of Directors of the Company of proxies to be voted at the Annual
Meeting of Stockholders of the Company (the "Meeting") to be held on April 27,
1995 at 10:00 A.M. (local time) at New Hyde Park Inn, 214 Jericho Turnpike,
New Hyde Park, New York, and at any adjournments thereof.
The approximate date on which this Proxy Statement and form of proxy are
being first sent or given to the Stockholders is March 24, 1995.
The Proxy
Your Proxy is solicited by the Board of Directors of the Company for use
at the Meeting and at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned to the
Company prior to or at the Meeting and is not revoked prior to or at the
Meeting, all shares represented thereby will be voted at the Meeting and,
where instructions have been given by the Stockholder, will be voted in
accordance with such instructions. As stated in the form of proxy, if the
Stockholder does not otherwise specify, his shares will be voted for the
election of the nominees set forth in this Proxy Statement as directors of the
Company. The solicitation of proxies will be by mail, but proxies may also be
solicited by telephone, telegraph or in person by officers and other employees
of the Company and its wholly-owned subsidiary, STATE BANK OF LONG ISLAND (the
"Bank"). The entire cost of this solicitation will be borne by the Company or
the Bank. Should the Company, in order to solicit proxies, request the
assistance of other financial institutions, brokerage houses or other
custodians, nominees or fiduciaries, the Company will reimburse such persons
for their reasonable expenses in forwarding the forms of proxy and proxy
material to Stockholders. A Stockholder may revoke his proxy at any time
prior to exercise of the authority conferred thereby, either by written notice
received by the Bank or by the Stockholder's oral revocation at the Meeting.
Such written notice should be mailed to Daniel T. Rowe, Secretary, State
Bancorp, Inc., 699 Hillside Avenue, New Hyde Park, New York 11040. Attendance
at the Meeting will not in and of itself revoke a proxy.
<PAGE>
Capital Stock Outstanding and Record Date
The Board of Directors has fixed the close of business on March 17, 1995
as the record date for determination of Stockholders entitled to notice of,
and to vote at, the Meeting. At the close of business on such date, there
were outstanding and entitled to vote at the Meeting 3,756,079 shares, par
value $5 per share, of the Company Stock, its only authorized class of stock.
Each of the outstanding shares of the Company Stock is entitled to one vote at
the Meeting with respect to each matter to be voted upon. There will be no
cumulative voting of shares for election of directors or any other matter to
be considered at the Meeting. There are no rights of appraisal or other
similar rights granted to dissenting shareholders with regard to any matters
to be acted upon at the meeting.
Principal Officers
The names and positions of the current executive officers of the Company
are as follows:
Name Position (and served since)
------------------------ ------------------------------------
Thomas F. Goldrick, Jr. President (1985) and Chairman (1990)
Richard W. Merzbacher Treasurer (1985)
Daniel T. Rowe Secretary (1985)
The age and five-year employment history of each executive officer of
the Company is set forth in the following section concerning the executive
officers of the Bank.
All executive officers of the Company and the Bank are serving one-year
terms.
The names, ages and positions of the current executive officers of the
Bank are as follows:
Name Age Position (and served since)
----------------------- --- ------------------------------------
Thomas F. Goldrick, Jr. 54 President (1981) and Chairman (1990)
Richard W. Merzbacher 46 Executive Vice President (1987)
Daniel T. Rowe 45 Executive Vice President (1987)
All of the current executive officers of the Bank have been employed by
the Bank for at least the previous five years.
<PAGE>
MANAGEMENT REMUNERATION
Remuneration During the Prior Three Fiscal Years
The following table sets forth the aggregate remuneration for services
in all capacities paid by the Company and the Bank, for the fiscal year ended
December 31, 1994, and for each of the two previous fiscal years, to the chief
executive officer and to each executive officer of the Company or the Bank
whose aggregate direct remuneration exceeded $100,000 for such year, for
services rendered to the Company or the Bank.
<TABLE>
Summary Compensation Table
<CAPTION>
===================================================================================================================================
Annual Compensation Long Term Compensation
--------------------- ------------------------------
Awards Payouts
--------------------- --------
Other All
Annual Restricted Securities other
Name and Compen- Stock Underlying LTIP compen-
principal Year Salary Bonus sation Awards Options Payouts sation
position ($) ($) ($) ($) (#) ($) ($)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. 1994 250,000.00 (1) 50,000 4,500 (2) -0- -0- -0- 2,142.00 (4)
Goldrick, Jr. 13,620.00 (5)
Chairman, 1993 225,000.00 45,000 3,900 (2) -0- 1,200 -0- 4,133.00 (4)
President and 20,697.00 (5)
Chief Executive 1992 219,807.77 45,000 4,200 (2) -0- 2,000 -0- 3,672.00 (4)
Officer 20,252.46 (5)
Richard W. 1994 177,000.00 35,000 4,100 (2) -0- -0- -0- 1,374.00 (4)
Merzbacher, 13,620.00 (5)
Executive 1993 165,000.00 33,000 3,900 (2) -0- 1,000 -0- 1,546.05 (4)
Vice President 16,377.00 (5)
1992 161,653.97 33,000 4,200 (2) -0- 1,600 -0- 956.25 (4)
8,000 (3) 16,043.24 (5)
Daniel T. Rowe, 1994 172,000.00 34,000 4,500 (2) -0- -0- -0- 1,374.00 (4)
Executive Vice 13,620.00 (5)
President 1993 160,000.00 33,000 3,900 (2) -0- 1,000 -0- 1,499.20 (4)
16,017.00 (5)
1992 153,461.67 32,000 4,200 (2) -0- 1,600 -0- 925.65 (4)
8,000 (3) 15,671.70 (5)
===================================================================================================================================
<FN>
<F1> A portion of Mr. Goldrick's salary for the year 1994 has been
deferred and is reflected in the amount shown. The amount
deferred accrues interest at the Bank's Prime Rate as in effect on
the first day of each calendar month, which rate remains in effect
for such calendar month.
<F2> Director's fees (see page 12).
The value of personal benefits which might be attributable to
normal management or executive personal benefits cannot be
specifically or precisely determined; however, Management does not
believe that such value would exceed $5,000 for any named
individual.
<F3> During 1984 and 1985, the Bank entered into agreements with
Messrs. Merzbacher and Rowe under which each of them would be
entitled to receive additional compensation provided they had been
officers of the Bank continuously until March 31, 1988. The last
payments under the agreements were made in 1992.
<F4> Term Life Insurance is provided to all officers and employees of
the Bank on a non-discriminatory basis in an amount equal to three
times annual salary to a maximum of $400,000. Amounts shown
reflect premiums paid for life insurance for the executive
officers listed.
<F5> Amounts shown reflect the Bank contributions to the Corporation's
Employees' Stock Ownership Plan and 401(k) Plan set aside or
accrued during 1994.
- - ----------------------------
</FN>
</TABLE>
Compensation Pursuant to Plans
Employees Stock Ownership Plan. The Bank formerly maintained a
defined contribution Retirement Plan which covered substantially all
full-time employees. In 1988 sponsorship of the Plan was transferred to
the Company and the Plan was amended and restated as an Employee Stock
Ownership Plan ("ESOP"). Company contributions to the ESOP represent a
minimum of three percent of employee's annual gross compensation.
Employees become twenty percent vested after two years of employment,
with full vesting taking place upon completion of six years employment.
401(k) Plan. The Bank maintains a 401(k) Plan which covers
substantially all full time employees. Employees may contribute up to
sixteen percent of annual gross compensation. One-half of employee
contributions are matched, to a maximum of three percent of an
employee's annual gross compensation, by Bank contributions. Employees
are fully vested in both their own and Bank contributions.
<PAGE>
Executive Severance Plans. The Company has in effect two
Executive Severance plans for key executives who are full-time employees
of the rank of Executive Vice-President and above and who are designated
as Plan participants by the Board of Directors. Under Plan No. 1,
participating executives will receive, in the event of a termination of
the participant's employment within one year after a change in control
(as that term is defined in the Plan) of the Company: 1) a cash payment
equal to three times the participant's base salary; 2) continued
coverage under the group life insurance and medical insurance plans of
the Company or any subsidiary for three years following such
termination; 3) the use for three years following termination of
employment of an automobile comparable to that furnished to the
participant prior to termination, and 4) an automobile allowance of
$3,600 per year for three years following termination of employment. In
addition any stock options held by the participant shall become
immediately exercisable. In the event, however, that the Board of
Directors of the Company determines that a change of control (as that
term is defined in the Plan) could occur within 90 days after such
determination, the Board may approve an offer by the Company to the
participant to enter into an employment contract with the participant
providing for employment of the participant by the Company for a period
of three years, commencing on the date a change of control (as that term
is defined in the Plan) occurs. If the Company offers to enter into
such a contract with the participant, all rights to the severance
payments and other adjustments set forth above will terminate. The
terms of the employment contract provide, in substance, that the
responsibilities of the participant and his compensation will be
substantially similar to that prior to the change of control (as that
term is defined in the Plan) except that the annual salary of the
Participant shall be increased by $100,000.00 per annum. All payments
to a participant, whether severance payments, adjustments or
compensation, are subject to adjustment to comply with IRC280G. At the
present time, the Board has designated Thomas F. Goldrick, Jr. as the
sole participant in Plan No. 1. Plan No. 2 is substantially similar to
Plan No. 1, except that: (1) the cash payment shall be equal to one and
one-half times the participant's base salary; (2) all periods are
reduced from three years to one and one-half years; and (3) the annual
salary of the participant, if a contract is offered, shall be increased
by $40,000.00 per annum. At the present time, the Board has designated
Richard W. Merzbacher and Daniel T. Rowe as the sole participants in
Plan No. 2. No amounts were paid or accrued under the Plans during the
fiscal year ended December 31, 1994.
<PAGE>
Incentive Stock Option Plans. During the fiscal year ended
December 31, 1994, there were no options granted to the chief executive
officer and executive officers named above.
The following table shows, as to the chief executive officer and
executive officers named above, information with respect to options
exercised during the fiscal year ended December 31, 1994 and as to
unexercised options held at the end of such fiscal year and the dollar
value of such unexercised options.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
Value of
Number of unexercised
unexercised in-the-money
options options
at fiscal at fiscal
Shares year-end year-end
Acquired # (a) $ (a)
on Value ------------- ---------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) unexercisable unexercisable
=============================================================================================================
<S> <C> <C> <C> <C>
Thomas F. -0- -0- 14,551/3,152 26,860/5,150
Goldrick, Jr.
Richard W. -0- -0- 11,656/2,558 21,512/4,174
Merzbacher
Daniel T. -0- -0- 11,656/2,558 21,512/4,174
Rowe
<FN>
<F1>(a) Amounts shown reflect adjustments made by reason of the
payment of stock dividends since the respective dates of the option
grants.
</FN>
</TABLE>
The options discussed above were granted under the Company's 1987
Incentive Stock Option Plan ("the 1987 Plan"), which is administered by
the Stock Option Committee of the Board. Such options may be granted to
any key employee of the Company or a subsidiary. The option price may
not be less than 100% of the fair market value of the Common Shares at
the time of grant. Options are "incentive stock options", within the
meaning of Section 422A of the Internal Revenue Code. No option may
have a life of more than 10 years from the date of grant.
The Company also has in effect a 1994 Incentive Stock Option Plan
("the 1994 Plan") approved by the Stockholders at their 1994 Annual
Meeting, which is substantially identical to the 1987 Plan. No options
have been granted under the 1994 Plan.
<PAGE>
Directors Incentive Retirement Plan. The Company had in effect a
Directors Incentive Retirement Plan for directors of the Company (other
than the President) who elected to retire after having completed certain
minimum service requirements. Under the plan, an eligible director who
elected to retire was entitled to receive, for a period of five years
after such retirement, a yearly amount equal to the highest annual
amount received by such director from the Company or the Bank for his
services to the Company or the Bank during the five years immediately
preceding such retirement. At the present time five (5) former directors
of the Company are receiving payments under the plan. Amounts paid or
accrued under the plan during the fiscal year ended December 31, 1994
amounted to $150,217.00.
On April 6, 1992 the four (4) directors then in office who were
covered by the plan surrendered their rights under the plan in exchange
for the Bank's agreement to pay to them, or to their beneficiary upon
death, a monthly stipend until March 1, 2007. Amounts paid or accrued
under such agreements during the fiscal year ended December 31, 1994
amounted to $49,400.00.
The Bank maintains several contributory and non-contributory
medical and disability plans covering all officers as well as all full-
time employees.
At present, the directors and officers of the Company are not
separately compensated for services rendered by them to the Company, and
it presently is contemplated that such will continue to be the policy of
the Company.
Compensation Committee Interlocks and Insider Participation
The Personnel and Compensation Committee is authorized to review
and recommend to the Board of Directors compensation levels of Company
and Bank directors and officers and Bank staffing requirements. The
Committee held eight (8) meetings in 1994 and presently consists of
William B. Benack, J. Robert Blumenthal, Robert J. Grady, John F.
Picciano and Thomas F. Goldrick, Jr. Mr. Goldrick is the Chairman and
President of both the Company and the Bank.
Board Compensation Committee Report on Executive Compensation
Cash compensation policies applicable to the Company's and the
Bank's executive officers are reviewed as regards the separate
components of base salary and supplemental compensation. Both
components of cash compensation are viewed in consideration of the
Company's performance during the most recent fiscal year, and as
compared with its selected peers operating within the Company's
geographical market area. Base compensation is subject to the
performance evaluations of Committee members, giving consideration to
various competitive influences, while supplemental compensation is
viewed in light of specific performance criteria as established in the
guidelines of the Company and the Bank for such supplemental
compensation. The recommendations of the Compensation Committee are
then presented for approval to the Board of Directors of the Bank, which
must approve the compensation packages for all executive officers and
the making of supplemental payments pursuant to the guidelines of the
Company and the Bank for such payments.
The compensation of Thomas F. Goldrick, Jr., Chairman, President
and Chief Executive Officer of the Company and the Bank, is reviewed
annually by the Committee and considered in light of specific
profitability ratios, such as Return on Assets and Return on Equity.
Additionally, the Committee reviews the growth of the Company and the
Bank, the resultant increase in market share, and various other
competitive factors bearing upon its determination of appropriate
compensation levels for the Chief Executive Officer, as well as the
other Executive Officers.
The foregoing report has been furnished by Messrs. William B.
Benack, J. Robert Blumenthal, Robert J. Grady, John F. Picciano and
Thomas F. Goldrick, Jr.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return on Company Stock with the
cumulative total return of the NASDAQ Market Index, and the cumulative
total returns of 66 Middle Atlantic NASDAQ Banks.
<TABLE>
<CAPTION>
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG STATE BANCORP INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX*
COMPANY 1990 1991 1992 1993 1994
====================================================================================
<S> <C> <C> <C> <C> <C>
STATE BANCORP INC 72.56 101.10 103.24 108.18 125.89
PEER GROUP INDEX 66.90 95.40 135.55 155.33 157.50
NASDAQ MARKET INDEX 81.12 104.14 105.16 126.14 132.44
*SOURCE: MEDIA GENERAL FINANICAL SERVICES
ASSUMES $100 INVESTED ON JAN. 1, 1990
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING FEC. 30, 1994
</TABLE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
To the knowledge of Management, as of the record date, March 17,
1995, the only person owning beneficially or of record more than 5% of
the outstanding shares of the Company Stock was as follows:
<TABLE>
<CAPTION>
Amount and
Name and Address Nature of Percentage
of Owner Ownership of Class
----------------------------- ---------- ------------
<S> <C> <C>
State Bancorp, Inc. Beneficial 6.13%
Employee Stock Ownership Plan
699 Hillside Avenue
New Hyde Park, NY
</TABLE>
As of December 31, 1994, the directors and executive officers of
the Company as a group owned beneficially 344,661 shares of Company
stock, representing approximately 9.18% of the outstanding shares.
<PAGE>
CERTAIN TRANSACTIONS
Some of the directors and officers of the Company or the Bank and
some of the corporations and firms with which these individuals are
associated also are customers of the Bank in the ordinary course of
business, or are indebted to the Bank in respect of loans of $60,000 or
more, and it is anticipated that some of these individuals, corporations
and firms will continue to be customers of, and indebted to, the Bank on
a similar basis in the future. All loans extended to such individuals,
corporations and firms were made in the ordinary course of business, did
not involve more than normal risk of collectibility or present other
unfavorable features, and were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the same
time for comparable Bank transactions with unaffiliated persons.
During the fiscal year ended December 31, 1994, the law firm of
Holman & Rosenberg of which Gary Holman, a director of the Company and
the Bank, is a member received legal fees from the Company and the Bank
totalling $172,485. Except as set forth above, outside of normal
customer relationships, none of the directors or officers of the Company
or the Bank or the corporations or firms with which such individuals are
associated currently maintain or have maintained within the past fiscal
year any significant business or personal relationship with the Bank
other than such as arises by virtue of such individual's or entity's
position with or ownership interest in the Company.
ELECTION OF DIRECTORS
At the Meeting, three (3) directors of the Company are to be
elected to three-year terms, each to serve until his successor is
elected and has qualified. The Board of Directors of the Company has
nominated for the directorships the following persons: J. Robert
Blumenthal, Joseph F. Munson and Daniel T. Rowe. All of the nominees
are members of the present Board of Directors of the Company, with terms
expiring at the meeting.
Proxies returned by Stockholders and not revoked will be voted for
the election of the above nominees as directors unless Stockholders
instruct otherwise on the proxy. If any nominee shall become
unavailable for election, which is not anticipated, the shares
represented by proxies which would otherwise have been voted for such
nominee, in accordance with this Proxy Statement, will be voted for such
substitute nominee as may be designated by the Board of Directors of the
Company.
The table set forth below contains the names and ages of the
current directors of the Company whose terms will continue beyond the
Annual Meeting of Shareholders of the Company and those directors of the
Company whose terms expire at the Annual Meeting who have been nominated
for re-election, with those directors who presently are nominated for
re-election at the Meeting listed first. Opposite the name of each
director is the year such person's term of office expires, the year each
first became a director of the Company or the Bank, the principal
occupation(s) of each during the past five years, other directorships of
public companies held by each and the number and percentage of shares of
the Company Stock held beneficially by each as of February 28, 1995.
<PAGE>
<TABLE>
<CAPTION>
Length of Shares of
Service as Principal Occupation Company Stock
Director and During Past 5 Years Beneficially
Name Expiration and Directorships of Owned (b)
and Age of Term Public Companies(a) Number Percent
- - --------------- ---------------- -------------------------- ------ -------
Nominees
- - --------
<S> <C> <C> <C> <C>
J. Robert Since 1988 President, Harwyn 24,500 .65%
Blumenthal Expires 1995 Enterprises Inc.,
(61) retail shoe stores
Joseph F. Since 1989 President, TRM Inter- 804 .02%
Munson (46) Expires 1995 national, Inc., insurance
underwriting management;
formerly President, Trans-
Elite Group, insurance
products and services
Daniel T. Since 1992 Secretary, State 27,494 .73%
Rowe Expires 1995 Bancorp, Inc. and
(45) Executive Vice
President, State Bank
of Long Island
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Length of Shares of
Service as Principal Occupation Company Stock
Director and During Past 5 Years Beneficially
Name Expiration and Directorships of Owned (b)
and Age of Term Public Companies(a) Number Percent
- - --------------- ---------------- -------------------------- ------ -------
Directors Continuing in Office
- - ------------------------------
<S> <C> <C> <C> <C>
Carl R. Bruno Since 1993 Chief Financial 1,121 .03%
(63) Expires 1997 Officer, DeFazio
Electric, Inc.,
Electrical
Contractors
Robert J. Since 1968 Retired, formerly 28,636 .76%
Grady Expires 1997 Vice President Jahn's
(68) Since 1897 Inc.
Restaurants
Thomas F. Since 1980 Chairman and 46,559 1.24%
Goldrick, Jr. Expires 1996 President, State
(54) Bancorp, Inc;
Chairman and
President, State
Bank of Long Island
Gary Since 1968 Vice-Chairman, 32,277 .86%
Holman Expires 1997 State Bancorp, Inc.
(64) and State Bank of
Long Island;
Partner, Holman &
Rosenberg, Attorneys
Richard W. Since 1989 Treasurer, 25,036 .67%
Merzbacher Expires 1997 State Bancorp, Inc.
(46) and Executive Vice
President, State
Bank of Long Island
Raymond M. Since 1992 Partner, Dunne & 648 .02%
Piacentini Expires 1996 Piacentini,
(41) Accountants and
Consultants
John F. Since 1989
Picciano (51) Expires 1996 Attorney 7,395 .20%
Suzanne H. Since 1992 President, Vermont 14,443 .38%
Rueck Expires 1996 Snowboard Ski
(33) Association, Inc.
- - ---------------------------
<FN>
<F1>(a) Unless otherwise indicated, the business experience of each
director during the past five years was that typical to a person
engaged in the principal occupation listed for each.
<F2>(b) As reported to the Company as of February 28, 1995.
Includes shares held by or in the name of spouse and dependent
children, as well as shares held by or in the name of parents,
corporations, trusts, estates, or otherwise as to which such
persons have sole or shared voting or investment power, even if
beneficial ownership has been disclaimed as to one or more such
shares by such persons.
The above-listed persons are also presently serving as directors
of the Bank, with the term of each to expire in the same year in
which his or her term as director of the Company is to expire. It
is anticipated that each director of the Company elected at the
meeting will shortly thereafter be elected to a conforming term as
director of the Bank.
</FN>
</TABLE>
The Board of Directors of the Company held seven (7) meetings
during 1994.
The Board of Directors of the Bank held twelve (12) meetings
during 1994.
The Board of Directors of the Company does not have standing
audit, nominating or compensation committees or committees performing
similar functions.
Among its standing committees, the Board of Directors of the Bank
has an Examining and Audit Committee and a Personnel and Compensation
Committee. The Examining and Audit Committee conducts the annual
directors' examination, reviews reports of examination of the Bank made
by regulatory authorities and makes periodic reports to the Board of
Directors of the Bank regarding the findings of the auditor's regular
audits. During 1994 this Committee held eight (8) meetings and its
present members are William B. Benack, Carl R. Bruno, Robert J. Grady,
Raymond M. Piacentini and John F. Picciano.
The names of the members of the Personnel and Compensation
Committee and the number of meetings held by the Committee in 1994 are
set forth on Page 7 of this proxy statement.
During the year ended December 31, 1994, each director of the
Company and the Bank attended at least 75% of the total of the number of
Board meetings held (while he or she was a director) and the number of
meetings held by all committees of the Board on which he or she served
(while he or she served).
Each director of the Bank who is not an employee thereof currently
receives an annual retainer of $6,000 and $300 for each Board committee
meeting attended. Each director of the Bank currently receives $400 for
each meeting of the Board of Directors attended. Each director of the
Bank who is not an employee thereof and who serves as Chairman of a
Board Committee receives an additional stipend ranging from $1,000 to
$6,000. No additional remuneration is received by any director for
special assignments or services.
Directors of the Bank may elect to defer the receipt of all or any
portion of their compensation. Amounts deferred may be allocated to a
deferred compensation account. Each participating director's account
accrues interest at the Bank's Prime Rate. All accounts will be
unfunded and general obligations of the Bank. Distributions from a
deferred compensation account commence upon termination of membership on
the Board of Directors, death or disability, or at a date previously
designated by the participating director. Distributions from the
deferred compensation account are to be made annually over a three year
period.
<PAGE>
INDEPENDENT AUDITORS
The independent public accounting firm of Deloitte and Touche, has
acted as the Bank's independent auditors for 1994 and it is anticipated
that the same firm will be selected to perform the same duties for the
current year. Representatives of the firm will be available to respond
to appropriate questions at the Annual Meeting of Stockholders.
OTHER MATTERS
As of the date of the Proxy Statement, Management and the Board of
Directors know of no other matters to be brought before the Meeting.
However, if further business is properly presented, the persons named in
the proxy intend to vote thereon in accordance with their best judgment.
Proposals of stockholders of the Company which are to be presented
at the 1996 annual meeting of the Company, must be received by the
Company by November 24, 1995, in order to be included in the proxy
statement and form of proxy for that meeting.
Date: March 24, 1995
By order of the Board of Directors
Daniel T. Rowe, Secretary
