<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-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):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
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 30, 1996 at 10:00 A.M. (local time), for the
following purposes:
1. To elect four (4) directors, each to hold office for a term of three
(3) years and until his or her successor has been elected and qualifies.
2. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of common stock from 10,000,000 to
20,000,000 and to authorize 250,000 shares of preferred stock.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
<PAGE>
The Board of Directors has fixed the close of business on March 22, 1996 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 29, 1996
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
-2-
<PAGE>
1996 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 30, 1996
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 30, 1996 at
10:00 A.M. (local time) at the 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 29, 1996.
THE PROXY
Your Proxy is solicited by the Board of Directors of the Company for use at
the Meeting and at any adjournments thereof.
<PAGE>
If the enclosed form of proxy is properly executed and returned to the
Company prior to or at the Meeting and is not revoked prior to or at the
Meeting, all shares represented thereby will be voted at the Meeting and, where
instructions have been given by the Stockholder, will be voted in accordance
with such instructions. As stated in the form of proxy, if the Stockholder does
not otherwise specify, his or her shares will be voted for the election of the
nominees set forth in this Proxy Statement as directors of the Company and for
the amendment of the Company's Certificate of Incorporation. 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.
-2-
<PAGE>
CAPITAL STOCK OUTSTANDING AND RECORD DATE
The Board of Directors has fixed the close of business on March 22, 1996 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 4,222,128 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 for amendment of the
Certificate of Incorporation 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. A majority of the outstanding shares of Company Stock entitled to
vote, present in person or represented by proxy, shall constitute a quorum.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum at the Meeting for the transaction of business.
A shareholder may, with respect to the election of directors: (i) vote for
the election of all four nominees; (ii) withhold authority to vote for all such
nominees; or (iii) withhold authority to vote for any of such nominees by so
indicating in the appropriate space on the proxy. Directors shall be elected by
a plurality of the votes cast by shareholders holding shares of stock of the
Company entitled to vote for the election of directors.
-3-
<PAGE>
Consequently, votes that are withheld in the election of directors and broker
non-votes will have no effect on the election.
With respect to the amendment of the Certificate of Incorporation, a
shareholder may vote for or against such matter or abstain from voting.
Approval of the amendment of the Certificate of Incorporation requires the
affirmative vote of a majority of the outstanding shares of Company Stock
entitled to vote thereon. Consequently, an abstention or a broker non-vote on
the amendment of the Certificate of Incorporation will have the effect of a
negative vote.
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:
-4-
<PAGE>
Name Age Position (and served since)
---- --- ---------------------------
Thomas F. Goldrick, Jr. 55 President (1981) and Chairman (1990)
Richard W. Merzbacher 47 Executive Vice President (1987)
Daniel T. Rowe 46 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.
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, 1995 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 $100,000 for such year, for services
rendered to the Company or the Bank.
-5-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- --------------------------------
AWARD PAYOUTS
OTHER --------------------- -------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
NAME AND COMPEN- STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
POSITION ($) ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. 1995 257,000 (1) 115,327 (2) 4,800 (3) -0- 2,500 -0- 3,150 (4)
Goldrick, Jr. 13,620 (5)
Chairman, 1994 250,000 (1) 50,000 4,500 (3) -0- -0- -0- 2,142 (4)
President and 13,620 (5)
Chief Executive 1993 225,000 45,000 3,900 (3) -0- 1,200 -0- 4,133 (4)
Officer 20,697 (5)
Richard W. 1995 184,000 80,030 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
Merzbacher, 13,620 (5)
Executive 1994 177,000 35,000 4,100 (3) -0- -0- -0- 1,374 (4)
Vice President 13,620 (5)
1993 165,000 33,000 3,900 (3) -0- 1,000 -0- 1,546 (4)
16,377 (5)
Daniel T. Rowe, 1995 179,000 77,565 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
Executive Vice 13,620 (5)
President 1994 172,000 34,000 4,500 (3) -0- -0- -0- 1,374 (4)
13,620 (5)
1993 160,000 33,000 3,900 (3) -0- 1,000 -0- 1,499 (4)
16,017 (5)
</TABLE>
-6-
<PAGE>
(1) A portion of Mr. Goldrick's salary for the years 1994 and 1995 has been
deferred and is reflected in the amount shown. The amount deferred accrues
interest, during each calendar month, at the Bank's Prime Rate as in effect
on the first day of such calendar month.
(2) The amount shown includes deferred compensation (see "Management
Remuneration: Deferred Compensation Plans").
(3) Director's fees (see page ).
---
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, for any named individual, 10% of such individual's salary and
bonus shown on the table.
(4) A death benefit 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.
(5) Amounts shown reflect the Bank contributions to the Corporation's
Employees' Stock Ownership Plan and 401(k) Plan set aside or accrued during
the year.
--------------------
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.
-7-
<PAGE>
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.
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
-8-
<PAGE>
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 responsibil-
ities 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 $40,000.00 per annum. At the present time,
the Board has designated Richard W. Merzbacher and Daniel T. Rowe as the sole
participants in Plan No.
-9-
<PAGE>
2. No amounts were paid or accrued under the Plans during the fiscal year ended
December 31, 1995.
Deferred Compensation Plans. The Bank has in effect non-qualified deferred
compensation plans (the "Plan") for each officer for whom contributions under
the ESOP are limited by the applicable provisions of the Internal Revenue Code.
Each Plan provides for a credit to a book account for each such officer of an
amount equal to the excess of: (A) the amount of the contribution to the ESOP
for such officer in the absence of such Internal Revenue Code limitations over
(B) the actual amount of such contribution. The amount credited to each Plan
accrues interest, during each calendar month, at the Bank's Prime Rate as in
effect on the first day of such calendar month.
Incentive Stock Option Plans.
The following tables show, as to the chief executive officer and executive
officers named above, information with respect to options granted to and
exercised during the fiscal year ended December 31, 1995 and as to unexercised
options held at the end of such fiscal year and the dollar value of such
unexercised options.
-10-
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)
Potential
realizable
value at
assumed annual
rates of stock
price apprecia-
tion for option
Individual Grants term (2)
--------------------------------- ---------------
Percent
of total
options
granted
to Exercise
Options employees or base Expir-
Granted in fiscal price ation
(#)(3) year(%) ($/Sh) date 5%($) 10%($)
Name
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. 2,500 8.56 12.625 4/20/03 15,070 36,095
Goldrick,
Jr.
Richard W. 2,000 6.85 12.625 4/20/03 12,056 28,876
Merzbacher
Daniel T. 2,000 6.85 12.625 4/20/03 12,056 28,876
Rowe
</TABLE>
(1) The options discussed above were granted under the Company's 1987 and 1994
Incentive Stock Option Plans, which are 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 or book value, whichever is greater, of the Company Stock 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.
(2) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and are not an estimate or projection of
future prices for Company Stock.
(3) These options are subject to a five-year vesting schedule (0% the first
year and 25% in each of the following four years).
-11-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of unexercised
unexercised in-the-money
options options
at fiscal at fiscal
Shares year-end year-end
Acquired # (1) $ (2)
on Value ------------- -------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) unexercisable unexercisable
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas F. 3,897 17,713 14,343/3,593 89,886/2,404
Goldrick,
Jr.
Richard W. 3,119 14,188 11,503/2,901 72,087/1,954
Merzbacher
Daniel T. 3,119 14,188 11,503/2,901 72,087/1,954
Rowe
</TABLE>
(1) Amounts shown reflect adjustments made by reason of the payment of stock
dividends since the respective dates of the option grants.
(2) Represents the difference between the exercise price of the options and the
closing price of Company Stock on December 31, 1995 of $14.25 per share.
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
-12-
<PAGE>
receiving payments under the plan. Amounts paid or accrued under the plan
during the fiscal year ended December 31, 1995 amounted to $98,295.
In 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 for life or
until March 1, 2007, whichever later occurred. In 1993, effective as of 1992,
such persons agreed that the payments to them would cease in all events on March
1, 2007. In 1995, the Bank agreed to pay them, in exchange for the 1993
agreement, a lump sum payment equal to the present value of the payments to
which they would have been entitled under the 1992 agreements, calculated upon
their respective life expectancies beyond March 1, 2007. Amounts paid or
accrued under such agreements during the fiscal year ended December 31, 1995
amounted to $49,400.
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
-13-
<PAGE>
of Company and Bank directors and officers and Bank staffing requirements. The
Committee held ten (10) meetings in 1995 and presently consists of J. Robert
Blumenthal, Robert J. Grady, Raymond M. Piacentini, 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 evaluation 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
Personnel and 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.
-14-
<PAGE>
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. J. Robert Blumenthal,
Robert J. Grady, Raymond M. Piacentini, John F. Picciano and Thomas F. Goldrick,
Jr.
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 98 Middle
Atlantic NASDAQ Banks.
[INSERT PERFORMANCE GRAPH]
-15-
<PAGE>
PRINCIPAL STOCKHOLDERS OF THE COMPANY
To the knowledge of Management, as of the record date, March 22, 1996, the
only person owning beneficially or of record more than 5% of the outstanding
shares of the Company Stock was as follows:
<TABLE>
<CAPTION>
Name and Address Nature of Number of Percentage
of Owner Ownership Shares of Class
- ------------------- ---------- --------- ----------
<S> <C> <C> <C>
State Bancorp, Inc. Beneficial 321,322 7.61
Employee Stock
Ownership Plan
699 Hillside Avenue
New Hyde Park, NY
</TABLE>
The Company is required to identify any director, officer, or person who
owns more than ten percent of a class of equity securities who failed to timely
file with the Securities and Exchange Commission a required report relating to
ownership and changes in ownership of the Company's equity securities. Based on
information provided to the Company by such persons, all officers and directors
of the Company made all required filings during the fiscal year ended December
31, 1995. The Company does not know of any person beneficially owning more than
10% of a class of equity securities.
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
-16-
<PAGE>
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, 1995, 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 $148,316.
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, four (4) directors of the Company are to be elected to
three-year terms, each to serve until his or her
-17-
<PAGE>
successor is elected and has qualified. The Board of Directors of the Company
has nominated for the directorships the following persons: Thomas F. Goldrick,
Jr. Raymond M. Piacentini, John F. Picciano and Suzanne H. Rueck. 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 Meeting and those
directors of the Company whose terms expire at the 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 and other directorships of public companies held by each.
-18-
<PAGE>
Length of
Service as Principal Occupation
Director and During Past 5 Years
Name Expiration and Directorships of
and Age of Term Public Companies(a)
------- ----------- ---------------------
NOMINEES
--------
Thomas F. Since 1980 Chairman and
Goldrick, Jr. (55) Expires 1996 President, State
Bancorp, Inc;
Chairman and
President, State
Bank of Long Island
Raymond M. Since 1992 Partner, Dunne &
Piacentini (42) Expires 1996 Piacentini,
Accountants and
Consultants
John F. Since 1989
Picciano (52) Expires 1996 Attorney
Suzanne H. Since 1992 President, Vermont
Rueck (34) Expires 1996 Snowboard Ski
Association, Inc.
DIRECTORS CONTINUING IN OFFICE
------------------------------
J. Robert Since 1988 President, Harwyn
Blumenthal (62) Expires 1998 Enterprises Inc.,
retail shoe stores
Carl R. Bruno (64) Since 1993 Chief Financial
Expires 1997 Officer, DeFazio
Electric, Inc.,
Electrical
Contractors
Robert J. Since 1968 Retired, formerly
Grady (69) Expires 1997 Vice President Jahn's
Since 1897 Inc.
Restaurants
-19-
<PAGE>
Gary Since 1968 Vice-Chairman,
Holman (65) Expires 1997 State Bancorp, Inc.
and State Bank of
Long Island;
Partner, Holman &
Rosenberg, Attorneys
Richard W. Since 1989 Treasurer,
Merzbacher (47) Expires 1997 State Bancorp, Inc.
and Executive Vice
President, State
Bank of Long Island
Joseph F. Since 1989 President, TRM Inter-
Munson (47) Expires 1998 national, Inc.,
insurance underwriting
management; formerly
President, Trans-Elite
Group, insurance products
and services
Daniel T. Since 1992 Secretary, State
Rowe (46) Expires 1998 Bancorp, Inc. and
Executive Vice
President, State Bank
of Long Island
- -------------------------------------
(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.
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.
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<PAGE>
The Board of Directors of the Company held six (6) meetings during 1995.
The Board of Directors of the Bank held twelve (12) meetings during 1995.
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 daily audits. During 1995 this Committee held
seven (7) meetings and its present members are 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 1995 are set forth on Page ___
of this proxy statement.
During the year ended December 31, 1995, 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).
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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 are 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.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of Company Stock as
of February 29, 1996 by each director (including all the Company's executive
officers) and by all current directors and executive officers as a group:
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Number Percent
Name of Shares of Total
---- --------- --------
J. Robert Blumenthal 27,949 *
Carl R. Bruno 1,362 *
Thomas F. Goldrick, Jr. (1) 68,124 1.61
Robert J. Grady 30,648 *
Gary Holman 35,394 *
Richard W. Merzbacher (2) 42,939 1.01
Joseph F. Munson 884 *
Raymond M. Piacentini 746 *
John F. Picciano 8,133 *
Daniel T. Rowe (3) 47,342 1.12
Suzanne H. Rueck 15,997 *
All directors and
executive officers
as a group (11 persons) 279,518 (4) 5.71
* Less than 1%.
(1) Includes 14,742 shares issuable upon the exercise of stock options to
purchase Company Stock which are exercisable within 60 days of March 29, 1996.
(2) Includes 11,836 shares issuable upon the exercise of stock options to
purchase Company Stock which are exercisable within 60 days of March 29, 1996.
(3) Includes 11,836 shares issuable upon the exercise of stock options to
purchase Company Stock which are exercisable within 60 days of March 29, 1996.
(4) Includes 38,414 shares issuable upon the exercise of stock options to
purchase Company Stock which are exercisable within 60 days of March 29, 1996.
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PROPOSAL TO INCREASE THE AUTHORIZED COMMON STOCK
FROM 10,000,000 SHARES TO 20,000,000 SHARES AND
TO AUTHORIZE 250,000 SHARES OF PREFERRED STOCK
The Board of Directors recommends an amendment of the Company's Certificate
of Incorporation to increase the number of authorized shares of the Company's
stock from 10,000,000 shares, consisting of 10,000,000 common shares having a
par value of $5.00 per share ("Common Stock"), to 20,250,000 shares, consisting
of 20,000,000 shares of Common Stock having a par value of $5.00 per share and
250,000 preferred shares having a par value of $.01 per share, with such rights,
preferences, and limitations as the Board of Directors may determine from time
to time ("Preferred Stock"). At February 29, 1996, approximately 4,222,128
shares of Common Stock were issued and outstanding. The text of the applicable
provision of Article 4 of the Certificate of Incorporation reflecting the
proposed amendment reads as follows:
"4. Number of Shares. The aggregate number of
shares which the Corporation shall have authority to
issue is: TWENTY MILLION TWO HUNDRED AND FIFTY
THOUSAND (20,250,000), which shall be classified so
that TWENTY MILLION (20,000,000) shares having a par
value of FIVE DOLLARS ($5.00) each shall be common
shares and TWO HUNDRED AND FIFTY THOUSAND (250,000)
shares having a par value of ONE CENT ($.01) each
shall be preferred shares.
The preferred shares may be issued in series
and each series shall be so designated as to
distinguish the shares thereof from the shares
of all other series. Each of such series shall
have such relative rights, preferences and
limitations as are stated in this Article "4"
and in the resolution or resolutions providing
for the issuance of such series as are adopted
by the Board of Directors of the Corporation.
Authority is
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<PAGE>
hereby granted to the Board of Directors of the
Corporation, subject to the provisions of this Article
"4", to fix, before the issuance of any shares of a
particular series, the number of shares to be included
in such series, the dividend rate per annum, the
redemption price or prices, if any, and the terms and
conditions of the redemption, any sinking fund
provisions for the redemption or purchase of the
shares of the series, the terms and conditions on
which the shares are convertible, if they are
convertible, the voting powers, if any, of such series
and any other rights, preferences and limitations
pertaining to such series".
The Company has no present plans, understandings or agreements for the
issuance or use of the proposed shares of Preferred Stock or additional shares
of Common Stock, except that the Company currently plans, in the near future, to
offer to its shareholders non-transferable rights to subscribe for additional
shares of Common Stock. However, the Board of Directors believes that the
proposed increase is desirable so that, as the need may arise, the Company will
have more financial flexibility and be able to issue shares of Common Stock or
Preferred Stock, without the expense and delay of a special shareholders'
meeting, in connection with future equity financings, opportunities for
expanding the business through investments or acquisitions, shareholder rights
plans, management incentive and employee benefit plans, and sales to employee
savings plans and dividend reinvestment and stock purchase plans, stock
dividends, stock splits and for other purposes.
Authorized but unissued shares of the Company's Common Stock and the
Company's Preferred Stock may be issued at such times, for
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<PAGE>
such purposes and for such consideration as the Board of Directors may determine
to be appropriate without further authority from the Company's shareholders,
except as otherwise required by applicable law or stock exchange policies.
Although the Board of Directors has no present intention of doing so, the
Company's authorized but unissued Common Stock and Preferred Stock could be
issued, by action of the Board of Directors without further action by the
shareholders, in one or more transactions which would make more difficult or
more costly or less likely, a takeover of the Company if the Board of Directors
were to determine that such an attempt was not in the best interests of the
Company, its shareholders and other constituencies. For example, additional
shares of Common Stock or Preferred Stock could be sold in private placement
transactions to persons, groups or entities who are considered by the Board of
Directors to support the incumbent Board of Directors or the current management,
to the extent permissible under applicable law, thereby diluting the voting
strength of any person or entity seeking to obtain control of the Company.
Issuance of additional shares would also have the effect of diluting the
percentage voting power of existing shareholders and, depending on the
consideration for which the shares were issued, could dilute earnings per share.
In addition, the Board of Directors could authorize the adoption of a
rights plan and the issuance of rights thereunder which, as part of their terms,
could include provisions that would cause substantial dilution to a person or
group that attempts to
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<PAGE>
acquire the Company on terms not approved by the Board of Directors. The
authorized but unissued shares of Common Stock and Preferred Stock would be
available for use in connection with the issuance of such rights. The Company
has no present plans to adopt such a plan.
The proposed amendment to the Company's Certificate of Incorporation is not
being recommended in response to any specific effort of which the Company is
aware to obtain control of the Company, nor is the Board of Directors currently
proposing to shareholders any anti-takeover measures.
RELATIONSHIP WITH CERTAIN PRESENT PROVISIONS.
The proposed amendment should be considered together with certain other
features of the Company's Certificate of Incorporation and By-Laws which may
have anti-takeover effects.
CLASSIFICATION OF THE BOARD OF DIRECTORS. Paragraph 7.B of the Certificate
of Incorporation and Section 206 of Article II of the By-Laws provide that the
Board of Directors shall be divided into three classes as nearly equal in number
as possible. One class of directors is elected each year for a three-year term.
The classification of directors has the effect of making it more difficult
to change the composition of the Board of Directors. At least two shareholder
meetings, instead of one, are required to effect a change in a majority of the
Board of Directors.
REMOVAL OF DIRECTORS; FILLING VACANCIES ON THE BOARD OF DIRECTORS.
Paragraph 7.C of the Certificate of Incorporation provides that any director may
be removed from office by the
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<PAGE>
affirmative vote of at least 80% of the voting shares of the Company or by the
affirmative vote of at least 80% of the entire Board of Directors, but only for
cause. Section 207 of Article II of the By-Laws provides that vacancies on the
Board of Directors may be filled by the affirmative vote of a majority of the
directors then in office.
NOTICE OF SHAREHOLDER NOMINATION FOR DIRECTOR. Section 202 of Article II
of the By-Laws provides that nominations for directors to be elected at an
annual meeting of shareholders, except those made by directors, must be
submitted to the Secretary of the Company in writing by shareholders entitled to
vote at least 5% of the outstanding capital stock of the Company not later than
the close of business on the thirtieth day immediately preceding the date of the
meeting. Such shareholder's advance notice must set forth certain information
concerning such shareholder and his nominees.
INCREASED SHAREHOLDER VOTE FOR AMENDMENT OF THE CERTIFICATE OF
INCORPORATION. Paragraph 12 of the Certificate of Incorporation provides that
certain provisions, including provisions which may have anti-takeover effects,
of the Certificate of Incorporation may not be amended without the affirmative
vote of holders of at least 80% of the voting shares of the Company.
INCREASED SHAREHOLDER VOTE FOR CERTAIN EXTRAORDINARY TRANSACTIONS. Section
903(a)(2) of the New York Business Corporation Law requires the affirmative vote
of the holders of two-thirds of the outstanding voting shares of the Company in
order
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<PAGE>
to approve a plan of merger or consolidation involving the Company. Paragraph
11.A of the Certificate of Incorporation provides that no merger, consolidation,
liquidation or dissolution of the Company, nor the sale or other disposition of
all or substantially all of the assets of the Company shall be valid unless
first approved by the affirmative vote of: (i) the holders of at least 75% of
the outstanding shares of Common Stock of the Company, provided that such
transaction has received the prior approval of 66-2/3% of the entire Board of
Directors; or (ii) the holders of at least 66-2/3% of the outstanding shares of
Common Stock of the Company, provided that such transaction has received the
prior approval of 80% of the entire Board of Directors.
BUSINESS COMBINATIONS. Section 912 of the New York Business Corporation
Law regulates certain transactions, including mergers, other business
combinations and similar transactions between the Company and an "interested
shareholder" (a beneficial owner, or an associate or affiliate thereof, of 20%
or more of the Company's outstanding voting stock as described in Section 912)
and may have the effect of discouraging a non-negotiated bid or proposal to
acquire the Company. In general, Section 912 prohibits New York corporations
from engaging in business combinations with any interested shareholder for a
period of five years following the date such shareholder crossed the 20%
threshold, unless: (i) such business combination or the crossing of the 20%
threshold is approved by the corporation's board of directors prior to the
crossing of the 20% threshold; or (ii) such business combination
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<PAGE>
meets certain minimum price and procedural requirements. Paragraph 11.B of the
Certificate of Incorporation provides that the affirmative vote of the holders
of at least 95% of the Company's outstanding voting shares is required (in
addition to any other requirements under applicable law or the Certificate of
Incorporation) to approve mergers, other business combinations, and certain
other transactions between the Company and a "5% Stockholder" (in general, a
beneficial owner, or an associate or affiliate thereof, of 5% or more of the
Company's outstanding voting stock as described in Paragraph 11.B), unless
certain price and procedural requirements are met.
CONSIDERATION OF CONSTITUENCIES OTHER THAN SHAREHOLDERS. Paragraph 10 of
the Certificate of Incorporation provides that the Board of Directors may oppose
a tender offer for shares of the Company on the basis of factors other than
economic benefit to shareholders, including: the impact the acquisition of
control of the company would have on the community; the effect of such
acquisition upon employees, depositors and customers of the Company; and the
reputation and business practices of the person or group making such tender
offer. The Board of Directors is expressly permitted, but not required, to take
into account the interests of such non-shareholder constituencies pursuant to
Section 717(b) of the New York Business Corporation Law.
Adoption of the proposed amendment requires the affirmative vote of a
majority of the outstanding shares of Company Stock entitled to vote thereon.
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<PAGE>
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT THE STOCKHOLDERS APPROVE
THE ABOVE PROPOSAL, WHICH IS IDENTIFIED AS ITEM 2 ON THE ENCLOSED PROXY CARD.
INDEPENDENT AUDITORS
The independent public accounting firm of Deloitte and Touche LLP has
acted as the Company's independent auditors for 1995 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
1997 annual meeting of the Company, must be received by the Company by November
29, 1996, in order to be included in the proxy statement and form of proxy for
that meeting.
Date: March 29, 1996
By order of the Board of Directors
Daniel T. Rowe, Secretary
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<PAGE>
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG STATE BANCORP, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
[Line Graph]
ASSUMES $100 INVESTED ON JAN. 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1995
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
- -------------------------------FISCAL YEAR ENDING-------------------------------
COMPANY 1990 1991 1992 1993 1994 1995
STATE BANCORP INC 100 139.33 142.29 149.08 173.49 274.02
PEER GROUP 100 146.81 198.95 224.54 220.47 307.05
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
ALLEGIANCE BANC CP COMMUNITY BANKS MLRBG PA
ARROW BANK CP COMMUNITY FIN HLDG
BCB FINANCIAL SERVICES CONESTOGA BANCORP INC
BFS BANKORP INC NY DAUPHIN DEPOSIT CP
BMJ FINANCIAL CORP ELMIRA SVGS BK FSB NY
BROAD NATL BANCORP EVERGREEN BANCORP INC
BRYN MAWR BANK CORP EXECUFIRST BANCORP INC
BSB BANCORP INC F&M BANCORP
BT FINANCIAL CORP FCNB CP
CARNEGIE BANCORP FINANCIAL BANCORP INC NY
CARROLLTON BANCORP FINANCIAL TRUST CP
CITI-BANCSHARES INC FIRST BANK OF PHILA
CITIZENS BANCORP FIRST LEESPORT BANCORP
CNB FINANCIAL CORP NY FIRST OF LONG ISLAND CP
COLLECTIVE BANCORP INC FIRST SHENANGO BANCORP
COLUMBIA BANCORP FIRST UNITED CP
COMMERCE BANCORP INC NJ FIRST WESTERN BANCORP
COMMERCE BANK HARRISBURG FNB CORP INC (PA)
COMMERCIAL BANK OF NY FNB ROCHESTER CP
COMMUNITY BANK SYSTS INC FRANKLIN BANCORP
<PAGE>
PEER GROUP SECURITIES LIST (CONTINUED):
FULTON FIN CP QUEENS COUNTY BANCORP
HARBOR FED BANCORP RAMAPO FIN CP
HARLEYSVILLE NATL CP RARITAN BANCORP INC.
HERITAGE BANCORP INC REGENT BANCSHARES CP
HOME FED CP MARYLAND RIGGS NATL CP
HUBCO INC ROYAL BANCSHARES OF PA
HUDSON CHARTERED BANCORP S&T BANCORP INC
IBS FIN CP SKYLANDS COMMUNITY BANK
INDEPENDENCE BANCORP SOUTHWEST NATL CP
INDEPENDENCE FED SAV BK STATE BANCORP INC
JEFFBANKS INC SUFFOLK BANCORP
KEYSTONE FIN INC SUMMIT BANCORP
LAKE ARIEL BANCORP INC SUN BANCORP INC
LAKEVIEW FIN CP SUSQUEHANNA BANCSHARES
LETCHWORTH IND BANCSHARE TROY HILL BANCORP INC
MADISON BANCSHRS GR TRUST CO OF NJ
MASON-DIXON BANCSHRS TRUSTCO BANK CP NY
MERCANTILE BANKSHRS CP UNITED NATL BANCORP NJ
MERCHANTS N Y BANCORP USBANCORP INC PA
MERIDAN BANCORP INC VISTA BANCORP INC
MLF BANCORP INC WILMINGTON TRUST CP
MOXHAM BANK CP WSFS FIN CP
NATIONAL PENN BANCSHRS WVS FIN CP
NBT BANCORP INC
NEWBERRY BANCORP
NORTH SIDE SAV BANK NY
NSD BANCORP INC.
OMEGA FIN CP
ONBANCORP INC
PENNFED FIN SVCS
POUGHKEEPSIE SAV BANK
PRESTIGE FIN CP
PRIME BANCORP INC
PROGRESS FIN CP
PROGRESSIVE BANK INC
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(804) 649-6097
