SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
STATE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(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 14(a)-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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/ / 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.
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<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 29, 1997 at 10:00 A.M. (local time), for the
following purposes:
1. To elect five (5) directors.
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 21,
1997 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
Brian K. Finneran, Secretary
March 28, 1997
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY, WHETHER
YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT
<PAGE>
1997 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 29, 1997
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 29, 1997 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 28, 1997.
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 or her 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 Brian K. Finneran, 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.
-1-
<PAGE>
Capital Stock Outstanding and Record Date
- -----------------------------------------
The Board of Directors has fixed the close of business on March 21, 1997 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 5,118,429 shares, par value $5
per share, of the Company's Common Stock ("Company Stock"), its only class of
authorized and issued 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 Stockholders 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 Stockholder may, with respect to the election of directors: (i) vote for
the election of all five nominees; (ii) withhold authority to vote for all such
nominees; or (iii) withhold authority to vote for any 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 Stockholders holding shares of Company Stock
entitled to vote for the election of directors.
Consequently, votes that are withheld in the election of directors and
broker non-votes will have no effect on the election.
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. Chairman (1990)
Daniel T. Rowe President (1997)
Richard W. Merzbacher Vice Chairman (1997)
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. 56 Chairman (1990)
Richard W. Merzbacher 48 President (1997)
Daniel T. Rowe 47 Vice Chairman (1997)
All of the current executive officers of the Bank have been employed by the
Bank for at least the previous five years.
-2-
<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, 1996 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 $100,000 for such year, for services
rendered to the Company or the Bank.
<TABLE>
<CAPTION>
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
--------------------------------- ----------------------------------
Awards Payouts
Other ---------------------- ------- All
Annual Restricted Securities other
Name and Compen- Stock Underlying LTIP compen-
principal Year Salary Bonus sation Awards Options Payouts sation
position ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. 1996 257,000 (1) 115,388 (2) 6,150 (3) -0- 2,500 -0- 10,520 (4)
Goldrick, Jr. 13,750 (5)
Chairman 1995 257,000 (1) 115,327 (2) 4,800 (3) -0- 2,500 -0- 3,150 (4)
and Chief 13,620 (5)
Executive 1994 250,000 (1) 50,000 4,500 (3) -0- -0- -0- 2,142 (4)
Officer 13,620 (5)
Richard W. 1996 184,000 80,056 (2) 5,050 (3) -0- 2,000 -0- 2,875 (4)
Merzbacher, 13,750 (5)
President/ 1995 184,000 80,030 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
Vice Chairman 13,620 (5)
1994 177,000 35,000 4,100 (3) -0- -0- -0- 1,374 (4)
13,620 (5)
Daniel T. Rowe, 1996 179,000 77,636 (2) 6,150 (3) -0- 2,000 -0- 2,598 (4)
Vice Chairman/ 13,750 (5)
President 1995 179,000 77,565 (2) 4,800 (3) -0- 2,000 -0- 1,218 (4)
13,620 (5)
1994 172,000 34,000 4,500 (3) -0- -0- -0- 1,374 (4)
13,620 (5)
-3-
<PAGE>
<FN>
(1) A portion of Mr. Goldrick's salary for the years 1994, 1995 and 1996
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 13).
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, funded by life insurance, is provided in an amount
equal to three times annual salary. Amounts shown reflect premiums paid
for life insurance on the executive officers listed including the
portion of the premium paid pursuant to a split-dollar arrangement.
(5) Amounts shown reflect the Company's contributions to the
Employee Stock Ownership Plan and 401(k) Plan set aside or accrued
during the year.
</FN>
- --------------------------------------------------------------------------------
</TABLE>
Compensation Pursuant to Plans
- ------------------------------
Employee Stock Ownership Plan. In 1988, sponsorship of the Bank's defined
contribution Retirement 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 each
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.
-4-
<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 $40,000.00 per annum. At the present time, the Board has designated Richard
W. Merzbacher and Daniel T. Rowe as the sole participants in Plan No. 2. No
amounts were paid or accrued under the Plans during the fiscal year ended
December 31, 1996.
Deferred Compensation Plans. The Bank has in effect a non-qualified
deferred compensation plan (the "Plan") for each officer for whom contributions
under the ESOP are limited by the applicable provisions of the Internal Revenue
Code. Each Plan provides for a credit to a book account for each such officer of
an amount equal to the excess of: (A) the amount of the contribution to the ESOP
for such officer in the absence of such Internal Revenue Code limitations over
(B) the actual amount of such contribution. The amount credited to each Plan
accrues interest, during each calendar month, at the Bank's Prime Rate as in
effect on the first day of such calendar month.
-5-
<PAGE>
Incentive Stock Option Plans. The following tables show, as to the chief
executive officer and executive officers previously named, information with
respect to options granted to and exercised during the fiscal year ended
December 31, 1996 and as to unexercised options held at the end of such fiscal
year and the dollar value of such unexercised options.
Option Grants in Last Fiscal Year(1)
------------------------------------
Potential
realizable
value at
assumed annual
rates of stock
price apprecia-
tion for option
Individual Grants term (2)
---------------------------------------- ------------------
Percent
of total
options
granted
to Exercise
Options employees or base Expir-
Granted in fiscal price ation
(#)(3) year(%) ($/Sh) date 5%($) 10%($)
Name
- --------------------------------------------------------------------------------
Thomas F. 2,500 8.20 14.25 1/26/04 17,009 40,741
Goldrick,
Jr.
Richard W. 2,000 6.56 14.25 1/26/04 13,607 32,592
Merzbacher
Daniel T. 2,000 6.56 14.25 1/26/04 13,607 32,592
Rowe
(1) The options discussed above were granted under the Company's 1994 Incentive
Stock Option 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 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).
-6-
<PAGE>
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
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
- --------------------------------------------------------------------------------
Thomas F. 3,897 20,661 14,352/3,510 68,359/2,963
Goldrick, Jr.
Richard W. 3,119 16,547 11,540/2,808 54,994/2,370
Merzbacher
Daniel T. 3,119 16,547 11,540/2,808 54,994/2,370
Rowe
(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, 1996 of $12.63 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, two (2)
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, 1996
amounted to $65,508.
-7-
<PAGE>
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. Amounts paid or accrued under such agreements during the fiscal year
ended December 31, 1996 amounted to $133,247.
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 nine
(9) meetings in 1996 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 Chief Executive Officer 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.
The compensation of Thomas F. Goldrick, Jr., Chairman 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.
-8-
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the Company's
cumulative total Stockholder 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)
(SEE APPENDIX I FOR DESCRIPTION OF GRAPH)
PRINCIPAL STOCKHOLDERS OF THE COMPANY
To the knowledge of Management, as of the record date, March 21, 1997, the
only person owning beneficially or of record more than 5% of the outstanding
shares of the Company Stock was as follows:
Name and Address Nature of Number of Percentage
of Owner Ownership Shares of Class
- ---------------- --------- --------- ----------
State Bancorp, Inc. Beneficial 462,951 9.04%
Employee Stock
Ownership Plan
699 Hillside Avenue
New Hyde Park, NY
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, 1996. The Company does not know of any person beneficially owning more than
10% of a class of equity securities.
-9-
<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, 1996, the law firm of Holman &
Rosenberg LLP of which Gary Holman, a director of the Company and the Bank, was
a member, received legal fees from the Company and the Bank totalling $139,472.
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 and one (1) director is to be elected to a one-year term, each
to serve until his or her successor is elected and has qualified. The Board of
Directors of the Company has nominated for the three-year directorships the
following persons: Carl R. Bruno, Robert J. Grady, Gary Holman and Richard W.
Merzbacher. The Board of Directors has nominated for the one-year directorship
Arthur Dulik, Jr. 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.
-10-
<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
--------
Carl R. Bruno (65) Since 1993 Chief Financial
Expires 1997 Officer, DiFazio
Electric, Inc.,
Electrical
contractors
Arthur Dulik Jr.,(50) Since 1996 Chief Financial Officer,
Expires 1997 Altana, Inc.,
Pharmaceuticals
Robert J. Since 1968 Retired; formerly
Grady (70) Expires 1997 Vice President, Jahn's
Since 1897 Inc.
Restaurants
Gary Since 1968 Vice Chairman of the
Holman (66) Expires 1997 Board of Directors, State
Bancorp, Inc. and State
Bank of Long Island
Of Counsel, Cahn Wishod &
Lamb LLP
Richard W. Since 1989 Vice Chairman,
Merzbacher (48) Expires 1997 State Bancorp, Inc.
and President, State
Bank of Long Island
-11-
<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)
------- ------------ --------------------
Directors Continuing in Office
------------------------------
J. Robert Since 1988 President, Harwyn
Blumenthal (63) Expires 1998 Enterprises, Inc.,
Retail shoe stores
Thomas F. Since 1980 Chairman and Chief
Goldrick, Jr. (56) Expires 1999 Executive Officer, State
Bancorp, Inc and State
Bank of Long Island
Joseph F. Since 1989 President, TRM Inter-
Munson (48) Expires 1998 national, Inc.,
Insurance underwriting
management; formerly
President, Trans-Elite
Group, Insurance products
and services
Raymond M. Since 1992 President, Piacentini,
Piacentini (43) Expires 1999 Hadlock, Harvey & Co.,
LLC, A Professional
Services Firm
John F. Since 1989 Attorney
Picciano (53) Expires 1999
Daniel T. Since 1992 President, State
Rowe (47) Expires 1998 Bancorp, Inc. and
Vice Chairman, State Bank
of Long Island
Suzanne H. Since 1992 Manager,
Rueck (35) Expires 1999 New Hyde Park Inn
-12-
<PAGE>
(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.
The Board of Directors of the Company held nine (9) meetings during 1996.
The Board of Directors of the Bank held twelve (12) meetings during 1996.
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 1996 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 1996 are set forth on Page 8 of
this proxy statement.
During the year ended December 31, 1996, 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 $8,400 and $300 for each Board committee meeting attended.
Each director of the Bank currently receives $550 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.
-13-
<PAGE>
Security Ownership of Management
The following table sets forth the beneficial ownership of Company Stock as
of February 28, 1997 by each director (including all the Company's executive
officers) and by all current directors and executive officers as a group:
Number Percent
Name of Shares of Total
------------- --------- --------
J. Robert Blumenthal 33,294 *
Carl R. Bruno 2,391 *
Arthur Dulik, Jr. 1,902 *
Thomas F. Goldrick, Jr. (1)(5) 118,663 2.30%
Robert J. Grady 33,098 *
Gary Holman 39,025 *
Richard W. Merzbacher (2)(5) 72,283 1.40%
Joseph F. Munson 1,231 *
Raymond M. Piacentini 991 *
John F. Picciano 10,302 *
Daniel T. Rowe (3)(5) 80,710 1.57%
Suzanne H. Rueck 39,810 *
All directors and
executive officers
as a group (12 persons) (4)(5) 433,700 8.41%
* Less than 1%.
(1) Includes 14,352 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 28, 1997.
(2) Includes 11,540 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 28, 1997.
(3) Includes 11,540 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 28, 1997.
(4) Includes 37,432 shares issuable upon the exercise of stock options
to purchase Company Stock which are exercisable within 60 days of
March 28, 1997.
(5) Includes allocated shares held by the ESOP for the benefit
of the person named.
-14-
<PAGE>
INDEPENDENT AUDITORS
The independent public accounting firm of Deloitte and Touche LLP has acted
as the Company's independent auditors for 1996 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
1998 annual meeting of the Company, must be received by the Company by November
28, 1997, in order to be included in the proxy statement and form of proxy for
that meeting.
Date: March 28, 1997
By order of the Board of Directors
Brian K. Finneran, Secretary
-15-
<PAGE>
APPENDIX I
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG STATE BANCORP, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX*
(LINE GRAPH)
ASSUMES $100 INVESTED ON JAN 1, 1992
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 1996
* SOURCE: MEDIA GENERAL FINANCIAL SERVICES
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
STATE BANCORP INC 100 102.12 107.00 124.52 198.37 198.07
PEER GROUP 100 131.67 153.29 150.28 199.67 245.55
BROAD MARKET 100 100.98 121.13 127.17 164.96 204.98
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:
AMBANC HOLDING CO INC DAUPHIN DEPOSIT CORP
ARROW BANK CORP ELMIRA SAVINGS BK FSB NY
AUBURN NATIONAL BANC INC EVERGREEN BANCORP INC
BCB FINANCIAL SERVICES F&M BANCORP MD
BFS BANKORP INC NY F.N.B. CORPORATION (PA)
BMJ FINANCIAL CORP FCNB CORP
BROAD NATIONAL BANCORP FINANCIAL BANCORP INC NY
BRYN MAWR BANK CORP FINANCIAL TRUST CORP
BSB BANCORP INC FIRST BANK OF PHILA
BT FINANCIAL CORP FIRST BELL BANCORP INC
CARNEGIE BANCORP FIRST KEYSTONE FINANCIAL
CARROLLTON BANCORP FIRST LEESPORT BANCORP
CITI-BANCSHARES INC FIRST OF LONG ISLAND CP
CNB FINANCIAL CORP NY FIRST REPUBLIC BANCORP
COLLECTIVE BANCORP INC FIRST SAVINGS BANK NJ
COLUMBIA BANCORP MD FIRST SHENANGO BANCORP
COMMERCE BANK HARRISBURG FIRST UNITED CORP
COMMERCIAL BANK OF NY FIRST WESTERN BANCORP
COMMUNITY BANK SYSTS INC FLUSHING FINANCIAL CORP
COMMUNITY FINANCIAL HLDG FNB ROCHESTER CORP
<PAGE>
APPENDIX I (CONTINUED)
PEER GROUP SECURITIES LIST (CONTINUED):
FRANKLIN BANCORP RIGGS NATIONAL CORP
FULTON FINANCIAL CORP ROYAL BANCSHARES OF PA
HARBOR FEDERAL BANCORP S&T BANCORP INC
HARLEYSVILLE NATIONAL CP SFS BANCORP INC
HERITAGE BANCORP INC SKYLANDS COMMUNITY BANK
HUBCO INC SOUTHWEST NATIONAL CORP
HUDSON CHARTERED BANCORP STATE BANCORP INC
IBS FINANCIAL CORP STATEWIDE FINANCIAL CORP
INDEPENDENCE FED SAV BK SUFFOLK BANCORP
JEFFBANKS INC SUN BANCORP INC
KEYSTONE FINANCIAL INC SUSQUEHANNA BANCSHARES
LAKE ARIEL BANCORP INC TAPPAN ZEE FINANCIAL INC
LAKEVIEW FINANCIAL CORP TROY HILL BANCORP INC
LETCHWORTH INDPT BANCHR TRUST CO OF NJ
MADISON BANCSHARES GROUP TRUSTCO BANK CORP NY
MASON-DIXON BANCSHARES UNITED NATL BANCORP NJ
MERCANTILE BANKSHARES CP UNIVERSITY BANCORP INC
MERCHANTS N Y BANCORP USBANCORP INC PA
ML BANCORP INC VISTA BANCORP INC
NATIONAL PENN BANCSHARES WILMINGTON TRUST CORP
NBT BANCORP INC WSFS FINANCIAL CORP
NSD BANCORP INC WVS FINANCIAL CORP
OMEGA FINANCIAL CORP YARDVILLE NATIONAL BNCP
ONBANCORP INC
PEEKSKILL FINANCIAL CORP
PENNFED FINCIAL SVCS
POUGHKEEPSIE SAV BANK
PRESTIGE FINANCIAL CORP
PRIME BANCORP INC
PROGRESS FINANCIAL CORP
PROGRESSIVE BANK INC
QUEENS COUNTY BANCORP
RAMAPO FINANCIAL CORP
RARITAN BANCORP INC
REGENT BANCSHARES CORP
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(800) 649-6097
