THE FIRST OF LONG ISLAND CORPORATION
10 GLEN HEAD ROAD
GLEN HEAD, NEW YORK 11545
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1997
March 4, 1997
To the Stockholders of
The First of Long Island Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of THE FIRST OF
LONG ISLAND CORPORATION will be held at the OLD BROOKVILLE OFFICE, 209 GLEN HEAD
ROAD, GLEN HEAD, NEW YORK, on Tuesday, April 15, 1997, at 3:30 P.M. local time
for the following purposes:
(1) To elect Directors.
(2) To approve amendment of the Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 5
million shares to 20 million shares.
(3) To transact any other business as may properly come before the
meeting.
Only stockholders of record at the close of business on February 27, 1997
are entitled to notice of and to vote at such meeting or any adjournment
thereof.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
SENIOR VICE PRESIDENT AND SECRETARY
IMPORTANT -- PLEASE MAIL YOUR PROXY PROMPTLY.
IN ORDER THAT THERE MAY BE PROPER REPRESENTATION AT THE MEETING, YOU ARE
URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
THE FIRST OF LONG ISLAND CORPORATION
10 GLEN HEAD ROAD
GLEN HEAD, NEW YORK 11545
(516) 671-4900
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is being solicited by the Board of Directors of The
First of Long Island Corporation (the "Corporation") for use at the Annual
Meeting of Stockholders to be held at 3:30 P.M. local time at the Old Brookville
Office, 209 Glen Head Road, Glen Head, New York, on April 15, 1997. The
approximate date on which proxy statements and forms of proxy are first being
sent or given to stockholders is March 4, 1997.
Proxies in the accompanying form which are properly executed and duly returned
to the management of the Corporation will be voted at the meeting. Each proxy
granted may be revoked at any time prior to its exercise either by written
notice filed with the secretary of the meeting or by oral notice given during
the meeting by the stockholder to the presiding officer of the meeting.
The entire expense of preparing, assembling and mailing the enclosed material
will be borne by the Corporation. In addition to using the mails, directors,
officers and employees of The First National Bank of Long Island (the "Bank"), a
wholly-owned subsidiary of the Corporation, acting on behalf of the Corporation,
and without extra compensation, may solicit proxies in person, by telephone or
by telecopier.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The only class of voting securities of the Corporation is its Common Stock,
$.10 par value ("Common Stock"), each share of which entitles the holder thereof
to one vote except in the election of directors, where votes may be cumulated as
described below. Only stockholders of record at the close of business on
February 27, 1997 are entitled to notice of and to vote at the meeting.
For the election of directors, each share is entitled to as many votes as
there are directors to be elected, and such votes may be cumulated and voted for
one nominee or divided among as many different nominees as is desired. If
authority to vote for any nominee or nominees is withheld on any proxy, the
votes will then be "spread" among the remaining nominees.
As of January 31, 1997, there were issued 2,083,686 shares of the Common
Stock, all of which were outstanding and entitled to vote. To the best knowledge
of the Corporation, the only persons owning beneficially more than five percent
(5%) of the Common Stock of the Corporation as of January 31, 1997 are
identified in the table below.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------- -------------------- -------------------- ---------
Common Sidney Canarick 169,150 shares (1) 8.12
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
<PAGE>
1
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------- --------------------- -------------------- --------
Common Paul T. Canarick 169,150 shares (1) 8.12
Stock 25 Glen Street
($.10 par value) Glen Cove, N.Y. 11542
Common Zachary Levy 159,079 shares 7.63
Stock 125 Jerusalem Avenue
($.10 par value) Hicksville, N.Y. 11801
(1) Including 157,980 shares in the names of Sidney Canarick and Jean C.
Canarick, his wife, (Mr. Paul T. Canarick's parents) as Trustees under a Trust
Agreement dated May 27, 1992; 7,050 shares in the name of Jean C. Canarick, Dr.
Canarick's wife; and 4,120 shares in the name of Paul T. Canarick. Pursuant to
applicable rules, Sidney Canarick and Paul T. Canarick are both deemed to be
beneficial owners of the foregoing shares.
Furnished below is information with respect to the beneficial ownership of the
Corporation's Common Stock as of January 31, 1997 by all directors and nominees,
by the executive officers of the Corporation named in the Summary Compensation
Table, and by directors and executive officers of the Corporation as a group.
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- ----------------- ----------------------- ------------------- --------
Common Paul T. Canarick 169,150 (1) 8.12
Stock William J. Catacosinos 300 (2) .01
($.10 par value) Beverly Ann Gehlmeyer 22,709 (3) 1.09
Howard Thomas Hogan, Jr. 20,762 (4) 1.00
J. William Johnson 55,384 (5) 2.60
J. Douglas Maxwell, Jr. 5,050 (6) .24
John R. Miller, III 1,339 (7) .06
Walter C. Teagle, III 10,500 (8) .50
Arthur J. Lupinacci, Jr. 13,065 (9) .62
Donald L. Manfredonia 8,522 (10) .41
Joseph G. Perri 6,150 (11) .29
John C. Sansone 3,900 (12) .19
Directors and Executive
Officers as a group 321,581 (13) 15.37
(1) Including 157,980 shares in the names of Sidney Canarick and Jean C.
Canarick (Mr. Paul T. Canarick's parents) under a Trust Agreement dated May 27,
1992; and 7,050 shares in the name of Jean C. Canarick, Mr. Paul T. Canarick's
mother.
(2)Held by Prudential Securities, Inc., for the benefit of William J. &
Florence M. Catacosinos.
(3)Including 1,836 shares in the name of Robert Val Gehlmeyer, Mrs.
Gehlmeyer's husband; 3,522 shares in the name of Gehlmeyer & Gehlmeyer, P.C.
Retirement Trust; 397 shares in the name of Robert Val Gehlmeyer, Jr., Mrs.
Gehlmeyer's son; and 1,573 shares in the name of Merrill Lynch as nominee for
Robert Val Gehlmeyer, Jr.
(4)Including 121 shares held by Smith Barney, Inc., for the benefit of
Judith A. Hogan, Mr. Hogan's wife; 11,010 shares in the name of Mr. Hogan as
Trustee for the benefit of his children, Howard, Kathryn, and Margaret Hogan;
574 shares in the name of Mr. Hogan as Trustee for the Hogan Family Trust; 175
shares, 106 shares, and 100 shares in the respective names of Howard, Kathryn,
and Margaret, Mr. Hogan's children; and 75 shares in the name of Prudential
Securities for the benefit of Mr. Hogan's son, Howard Thomas Hogan, III.
<PAGE>
(5) Including 409 shares in the name of Gail G. Johnson, Mr. Johnson's
wife; 2,053 shares in the name of Prudential Securities, Inc. as custodian for
Mr. Johnson under an Individual Retirement Account; and 44,612 shares which are
not presently owned, but which are deemed beneficially owned under Securities
and Exchange Commission Rule 13d-3(d)(1) because they could be acquired by the
exercise of stock options.
(6) Including 3,750 shares held through Smith Barney, Inc. for the benefit
of J. Douglas Maxwell, Jr. Retirement Account, and 1,300 shares held by Cede &
Co. for the benefit of J. Douglas Maxwell, Jr. (7) Including 1,327 shares
registered in the name of Cede & Co. held
through Wheat, First Securities, Inc. for the benefit of John R. Miller, III.
(8) Including 150 shares in the name of Janet D. Teagle, Mr. Teagle's wife;
and 450 shares each (totaling 1,350 shares) registered in the name of Cede & Co.
held at Bessemer Trust Co. for the benefit of W. Clark Teagle, IV, Clifton D.
Teagle and Janet W. Teagle, Mr. Teagle's children.
(9) Including 12,690 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock options.
(10)Including 8,332 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock options.
(11)Including 5,850 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock options; and
300 shares in the name of Smith Barney, Inc. as custodian for Joseph G. Perri
under an Individual Retirement Account.
(12)Including 3,750 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock options.
(13) Including 79,809 shares which are not presently owned, but which are
deemed beneficially owned under Securities and Exchange Commission Rule
13d-3(d)(1) because they could be acquired by the exercise of stock options.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation presently consists of eight members
classified into two classes, Class I with four members and Class II with four
members, with each director to serve a two year term. Only one class of
directors is elected at each annual meeting of stockholders. The following table
sets forth the present composition of the Board:
Expiration
NAME CLASS OF TERM
------------------------ ----- -------
Howard Thomas Hogan, Jr I 1997
Paul T. Canarick II 1998
J. Douglas Maxwell, Jr I 1997
William J. Catacosinos II 1998
Beverly Ann Gehlmeyer II 1998
John R. Miller, III I 1997
J. William Johnson II 1998
Walter C. Teagle, III I 1997
At a meeting of the Board of Directors held on July 16, 1996, Mr. Teagle was
elected in accordance with the Corporation's By-Laws to serve on the Board as a
Class I director until the annual meeting of stockholders. The nominees for
election at this meeting will be the Class I directors. It is intended that
shares represented by properly executed proxies will be voted at the meeting in
accordance with the marking indicated thereon and, in the absence of contrary
indication, for the election of Mr. Teagle and for the re-election of Messrs.
Hogan, Maxwell and Miller, each to hold office until the 1999 Annual Meeting of
Stockholders or until his successor is elected and qualified. If at the time of
the 1997 Annual Meeting any of the nominees named above is not available to
serve as a director (an event which management does not now anticipate), the
proxies will be voted for the election as director of such other person or
persons as the Board of Directors may designate.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ALL NAMED NOMINEES.
<PAGE>
Information about the nominees and directors continuing in office follows.
PRINCIPAL OCCUPATIONS FOR LAST DIRECTOR
NAME 5 YEARS AND OTHER DIRECTORSHIPS SINCE
- -------------------------------------------------------------------------------
Paul T. Canarick President and Principal, 1992
(Age 40) Paul Todd, Inc.
(Construction Company)
William J. Catacosinos Chairman of the Board, President, 1995
(Age 66) and Chief Executive Officer,
Long Island Lighting Company, Inc.
(Gas and Electric Utility);
Director, U.S. Life Corp.,
Long Island Association, and the
Business Alliance for a New, New York
Beverly Ann Gehlmeyer Tax Manager and Principal, 1978
(Age 65) Gehlmeyer & Gehlmeyer, P.C.
(Certified Public Accounting Firm)
Howard Thomas Hogan, Jr. Partner, Hogan & Hogan, Lawyer 1978
(Age 52) (Private Practice);
Director, Stat Design, Inc.
J. William Johnson Chairman of the Board, President, 1979
(Age 56) and Chief Executive Officer,
The First of Long Island Corporation;
Chairman of the Board, President,
and Chief Executive Officer,
The First National Bank of Long Island;
Director, Independent Bankers Association
of New York State
J. Douglas Maxwell, Jr. Chairman of the Board and Chief Executive 1987
(Age 55) Officer, Empower, Inc.
(Medical Imaging Distributor);
Consultant and Former President,
Chemco Technologies, Inc.
(Graphic Arts Photographic
Manufacturer);
Director, Kollmorgen Corporation, and
Slater Development Corp.
John R. Miller, III President and Publisher, 1982
(Age 56) Equal Opportunity Publications, Inc.
(Publishing);
Director, The Middleby
Corporation and Middleby
Marshall, Inc.
Walter C. Teagle, III President, Chief Executive Officer, 1996
(Age 47) and Director, Metro Design Systems, Inc.
(Engineering Design Services);
President, Chief Investment Officer,
and Director, Teagle Management, Inc.
(Private Investment Firm);
Director, Teagle Foundation, Inc. and
Police Relief Association of Nassau County;
Trustee, The Green Vale School
The years set forth above are those in which the persons named became
directors of the Bank. Mrs. Gehlmeyer and Messrs. Hogan, Johnson, and Miller
became directors of the Corporation upon its formation in 1984. Dr. Catacosinos
and Messrs. Canarick, Maxwell and Teagle became directors of the Corporation and
the Bank in the years set forth next to their names.
<PAGE>
COMPENSATION OF DIRECTORS
All of the members of the Board of Directors of the Corporation also serve on
the Board of Directors of the Bank. Directors are paid for their services as
directors of the Bank and of the Corporation. Directors of the Corporation are
paid a quarterly retainer of $1,000. The Board of Directors of the Bank
currently holds 12 regular meetings a year and such special meetings as deemed
advisable to review significant matters. Directors of the Bank are paid $750 for
each regular Board meeting and $500 for each special Board meeting. Members of
the Bank's Compensation, Examining, Compliance, and Trust Investment Committees
receive annual retainers of $500 per committee. Members of the Corporation's
Nominating Committee receive an annual retainer of $200. The Chairman of the
Corporation's Nominating Committee receives an annual retainer of $500. The
Chairmen of the Bank's Compensation, Examining, Compliance, and Trust Investment
Committees are paid an annual retainer of $1,500 each. Members of the Bank's
Loan Committee are paid $200 for each meeting. Mr. Johnson does not receive
director fees or committee fees from the Bank or the Corporation.
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Corporation has two committees: the Stock
Option Committee and the Nominating Committee.
The Stock Option Committee is responsible for the administration of the
Corporation's Stock Option and Appreciation Rights Plan, including the selection
of optionees and the determination of the timing, duration, amount and type of
each award. The Committee consists of J. Douglas Maxwell, Jr., Beverly Ann
Gehlmeyer and John R. Miller, III. No member of the Committee is eligible to
receive options or rights under the plan. The Committee met twice during 1996.
The Nominating Committee is responsible for the nomination of individuals to
the Board of Directors of the Corporation and the Bank. The members of the
Nominating Committee are Howard Thomas Hogan, Jr., Beverly Ann Gehlmeyer, and
John R. Miller, III. The Nominating Committee will consider nominees proposed by
security-holders in accordance with the provisions of the By-Laws establishing
the information and notice requirements for such nominations.
The Committee met twice during 1996.
The Board of Directors of the Bank has six committees: an Examining
Committee, a Compensation Committee, a Loan Committee, a Trust Audit
Committee, a Compliance Committee, and a Trust Investment Committee.
The Examining Committee recommends the engagement of independent public
accountants and reviews with them the plan and scope of their audit for each
year, the status of their audit during the year and the results of such audit
when completed. The Committee also reviews with the internal auditors the plan,
scope and results of their audits and the results of regulatory authority
examinations. The members of the Examining Committee are Beverly Ann Gehlmeyer,
John R. Miller, III, Paul T. Canarick, and William J. Catacosinos. During 1996,
the Committee held 6 meetings.
The Compensation Committee recommends to the full Board salary policy,
management succession, compensation of officers, and incentive compensation. The
members of the Compensation Committee are J. Douglas Maxwell, Jr., John R.
Miller, III and Beverly Ann Gehlmeyer. During 1996, the Committee held 3
meetings.
The Loan Committee consists of members who, except for Mr. Johnson, are not
officers of the Bank. Any two of such members who are not officers meet with
the officers of the Bank to review and approve substantial loans. The members
of the Loan Committee are Paul T. Canarick, Beverly Ann Gehlmeyer, Howard
Thomas Hogan, Jr., J. Douglas Maxwell, Jr., and J. William Johnson. During
1996, the Committee held 22 meetings.
The Trust Audit Committee is responsible for considering the adequacy of the
internal controls of the Bank's Trust and Investment Services Department and
meets with the independent public accountants and appropriate Bank personnel and
internal auditors to review audit results. The members of the Trust Audit
<PAGE>
Committee are Beverly Ann Gehlmeyer, John R. Miller, III, Paul T.
Canarick,and William J. Catacosinos. During 1996, the Committee held 5
meetings, which were joint meetings with the Examining Committee meetings.
The Compliance Committee is responsible for insuring the Bank's performance of
its obligations under the various laws and regulations affecting consumers,
including the Federal Community Reinvestment Act. The members of the Committee
are John R. Miller, III and Howard Thomas Hogan, Jr. The Committee met 4 times
during 1996 and each meeting was attended by one or more officers of the Bank
whose duties relate to compliance with such laws and regulations.
The Trust Investment Committee is responsible for the review of all fiduciary
relationships, compliance, and management of Trust and Investment Services
Department activities as well as reviewing and approving investment securities
and programs considered suitable for Trust and Investment clients for which the
Bank has a fiduciary responsibility. The members of the Committee are J. Douglas
Maxwell, Jr., Howard Thomas Hogan, Jr., and J. William Johnson. During 1996, the
Committee held 4 meetings.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation held 11 meetings during 1996. All
directors, with the exception of William J. Catacosinos, attended at least 75%
of the aggregate number of Board meetings and committee meetings on which such
directors served.
MANAGEMENT
The following tables contain information about the executive officers of the
Corporation and the Bank.
Executive Officers Term of Officer
of the Corporation Age Present Capacity Office Since
--------------------- --- ------------------------- ------- -----
J. William Johnson 56 Chairman of the Board, 3 yrs. 1984
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 56 Senior Vice President 1 yr. 1985
and Secretary
Mark D. Curtis 42 Vice President and 1 yr. 1997
Treasurer
Richard Kick 39 Vice President 1 yr. 1991
Donald L. Manfredonia 45 Vice President 1 yr. 1987
Joseph G. Perri 45 Vice President 1 yr. 1990
John C. Sansone 41 Vice President 1 yr. 1992
Executive Officers Term of Officer
of the Bank Age Present Capacity Office Since
--------------------- --- ------------------------- ------- -----
J. William Johnson 56 Chairman of the Board, 1 yr. 1979
President, and Chief
Executive Officer
Arthur J. Lupinacci, Jr. 56 Executive Vice President 1 yr. 1985
Mark D. Curtis 42 Senior Vice President, 1 yr. 1997
Chief Financial Officer
and Cashier
Richard Kick 39 Senior Vice President 1 yr. 1991
6
<PAGE>
Executive Officers Term of Officer
of the Bank Age Present Capacity Office Since
- ---------------------- ---- --------------------- ------ ------
Donald L. Manfredonia 45 Senior Vice President 1 yr. 1982
Joseph G. Perri 45 Senior Vice President 1 yr. 1990
John C. Sansone 41 Senior Vice President 1 yr. 1992
The following executive officers have been employed by the Corporation and the
Bank for less than five years:
(i) John C. Sansone. Mr. Sansone had over 16 years experience in the area
of trust and investment banking with North Fork Bank and Trust Company and
Long Island Trust Company.
(ii) Mark D. Curtis. During 1996, Mr. Curtis was a consultant in the
banking industry. From 1988 through 1995, he was Executive Vice President,
Chief Financial Officer and Secretary of Gateway State Bank. Previously, he
was Senior Audit Manager at KPMG Peat Marwick, NY.
COMPENSATION OF EXECUTIVE OFFICERS
Furnished below is information with respect to the aggregate compensation paid
or accrued during the fiscal year ended December 31, 1996 to the Chief Executive
Officer and to each of the additional four most highly compensated executive
officers of the Bank who received compensation of more than $100,000 for
services rendered to the Corporation or the Bank. This information is provided
pursuant to the Securities and Exchange Commission executive compensation
disclosure rules for proxy statements. All of the listed officers are also
officers of the Corporation but received salaries only from the Bank; no
compensation for their employment, other than Stock Options or Stock
Appreciation Rights (SARs), was received from the Corporation. The Incentive
Compensation Plan under which the bonuses were paid is described below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND ANNUAL COMPENSATION COMPEN- OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($(1) SARS(#)(2)($)(3)
<S> <C> <C> <C> <C> <C> <C>
J. William Johnson 1996 $280,000 $87,640 $ 2,331 2,550 $25,900
Chairman of the Board, 1995 270,000 76,410 29,720 7,800 29,735
Director, President, and 1994 250,000 89,000 2,550 57,500
Chief Executive Officer
Arthur J. Lupinacci, Jr. 1996 157,000 38,310 419 1,800 14,714
Executive Vice President 1995 152,000 34,660 1,800 13,500
1994 139,500 35,800 1,800 12,555
Donald L. Manfredonia 1996 119,000 24,400 1,050 11,008
Senior Vice President 1995 115,000 21,160 1,050 10,350
1994 110,000 24,200 1,050 9,900
Joseph G. Perri 1996 114,500 20,270 1,050 10,591
Senior Vice President 1995 110,000 20,570 1,050 9,945
1994 102,000 23,000 1,050 9,180
John C. Sansone 1996 112,500 21,265 1,050 10,406
Senior Vice President 1995 108,000 16,850 1,050 9,720
1994 98,000 21,500 1,050 8,820
</TABLE>
(1) Represents amounts reimbursed during the year for the payment of taxes.
The taxes reimbursed in 1995 resulted from the conversion of a "Rabbi Trust"
maintained under the Bank's previous Supplemental Executive Retirement
Program ("SERP") to a "Secular Trust" maintained under the Bank's current
SERP. Other annual compensation excludes the value of perquisites and other
personal benefits since the Corporation and the Bank have concluded that for
the named executive officers the aggregate amount of such compensation does
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported above.
<PAGE>
(2) All numbers have been adjusted to reflect the three-for-two stock
split paid by means of a 50% stock dividend in February 1996.
(3) Represents amounts contributed by the Bank in 1996 under the Bank's Profit
Sharing Plan and profit sharing contributions under the Bank's Supplemental
Executive Retirement Program ("SERP"). The pension contributions made by the
Bank under the SERP in 1996 are reflected in the pension table.
BOARD COMPENSATION COMMITTEE REPORT
The Corporation's executive compensation program is administered by the
Compensation Committee of the Bank's Board of Directors. The Committee is
composed of three independent directors not employed by the Bank or the
Corporation.
Compensation for executive officers is twofold; that is, compensation is paid
through both direct salary and incentive bonuses under the Bank's Incentive
Compensation Plan. The payment of both types of compensation is approved by the
Compensation Committee. Following the approvals by the Compensation Committee,
the full Board of Directors approves the salary package for all executive
officers and reviews the proposed payment of incentive compensation pursuant to
the Incentive Compensation Plan.
In addition, the Committee adheres to the practice that compensation for
executive officers be directly and materially linked to individual performance,
inflation considerations, and to what is paid to individuals in similar
positions within the industry. As such, (1) salaries are also related to the
Bank in light of expected profits, and (2) incentive compensation, a very
objective means of rewarding individual performance, is paid pursuant to the
Incentive Compensation Plan on the basis of goal achievement. Goals are set
(both monetary and nonmonetary) by and for the individual as to his own
objectives and goals and set for the Bank as to profit performance and
maintenance of financial strength.
Regarding Mr. Johnson's compensation, the Committee has considered, in
addition to the factors described above, the profitability and growth of the
Corporation during Mr. Johnson's tenure as Chief Executive Officer.
J. Douglas Maxwell, Jr.
John R. Miller, III
Beverly Ann Gehlmeyer
COMPENSATION PURSUANT TO PLANS
PENSION PLAN
The Bank is a participant in the New York State Bankers Retirement System
Pension Plan ("Plan") and maintains the SERP described below. Set forth in the
table that follows are estimated annual benefits payable upon retirement to
persons in specified classifications, based on compensation and years of
service.
Annual Average Years of Creditable Service
Compensation 10 15 20 25 30 35
$100,000 $ 16,149 $ 24,223 $ 32,298 $ 40,372 $ 48,446 $ 56,521
125,000 20,524 30,786 41,048 51,309 61,571 71,833
150,000 24,899 37,348 49,798 62,247 74,696 87,146
175,000 29,274 43,911 58,548 73,184 87,821 102,458
200,000 33,649 50,473 67,298 84,122 100,946 117,771
225,000 38,024 57,036 76,048 95,059 114,071 133,083
250,000 42,399 63,598 84,798 105,997 127,196 148,396
300,000 51,149 76,723 102,298 127,872 153,446 179,021
400,000 68,649 102,973 137,298 171,622 205,946 240,271
450,000 77,399 116,098 154,798 193,497 232,196 270,896
500,000 86,149 129,223 172,298 215,372 258,446 301,521
<PAGE>
The Plan covers employees who are over the age of 21 years and have been
employed for over one year. The normal retirement age is 65, and early
retirement may be taken after age 55 with reduced benefits. However, an
unreduced benefit is available at age 62 or above to a participant with at least
10 years of service whose employment terminates after age 55 and who begins
receiving benefits after attaining age 62. Upon their retirement, participants
are paid a benefit in the form of a joint and survivor annuity computed by (i)
multiplying the participants' final average compensation (the average of the
participants' taxable compensation during the five highest consecutive years of
employment) by the product of 1.75 percent and the participants' credited years
of service (to a maximum of 35 years), (ii) adding the product of 1.25 percent
and the participants' credited years of service in excess of 35 years (up to
five such years), and (iii) subtracting the product of .49 percent of the
participants' final three year average compensation (limited to covered
compensation) and the participants' credited years of service (to a maximum of
35 years). The .49 percent represents the minimum Social Security offset to the
pension benefit.
The Bank makes annual payments to a trust fund, computed on an actuarial
basis, to fund these benefits. A contribution of $257,482 was required for the
plan year ended September 30, 1996. Employees also make contributions of 2
percent of their compensation. An employee becomes fully vested after 5 years of
participation in the Plan. No vesting occurs during that 5 year period.
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended,
limit the annual benefits which may be paid from a tax-qualified retirement
plan. Any benefits which may be above the limits under these sections would be
payable under the SERP. The current compensation covered by the Plans for the
named executive officers is equal to the sum of the salary and bonus set forth
in the Summary Compensation Table.
The credited years of service, for purposes of calculating benefits, for the
executive officers of the Bank named in the Summary Compensation Table and
all executive officers of the Bank as a group are as follows: Mr. Johnson -
16 years; Mr. Lupinacci - 10 years; Mr. Manfredonia - 13 years; Mr. Perri - 5
years; Mr. Sansone - 3 years; and all executive officers as a group - 51
years.
EMPLOYMENT CONTRACT
Mr. Johnson has an employment contract with the Corporation pursuant to which
he is employed in the positions of President and Chief Executive Officer of the
Corporation and such other senior executive positions in the Corporation or the
Bank as may be determined by the Board of Directors of the Corporation or the
Bank. The contract has a term of three years effective January 1, 1996. The term
of the contract is automatically extended at the expiration of each year for an
additional period of one year, resulting in a new three year term, unless either
party elects not to extend the term. The contract currently provides for a base
annual salary of $295,000 to be paid by the Corporation or the Bank. The base
annual salary includes services as a director of the Corporation and the Bank.
Under this contract, Mr. Johnson is entitled to severance compensation. In
the event of a termination of employment following a change of control or
generally upon an involuntary termination of employment, Mr. Johnson is
entitled to receive a single sum payment equal to three times the base annual
salary under his contract, together with continued insurance coverage.
RETIREMENT PLAN FOR DIRECTORS
On June 18, 1991, the Board of Directors of the Bank adopted The First
National Bank of Long Island Retirement Plan for Directors (the "Retirement
Plan"). In order to be eligible to receive benefits under the Retirement Plan, a
retired director must have served on the Board of Directors for three (3) years
and, except in the case of retirement due to substantial physical disability,
must have attained the age of sixty (60) years. Pursuant to the terms of the
Retirement Plan, an eligible director receives a credit (the "Credit
Percentage") of ten percent (10%) multiplied by the number of years of service
on the Board, to a maximum of one hundred percent (100%). The annual benefit
(the "Annual Benefit") under the Retirement
<PAGE>
Plan is equal to the monthly Board of Directors attendance fee in effect as
of the date of the director's retirement, multiplied by twelve (12) and then
multiplied by the Credit Percentage. The Annual Benefit is payable for a period
of seven (7) years from the date of retirement (the "Payment Period"), in
quarterly installments. In the event of the death of a director or a retired
director, the surviving spouse of such director shall be entitled to receive an
annual payment equal to seventy-five percent (75%) of the Annual Benefit,
calculated as set forth above, and payable over the remainder of the applicable
Payment Period.
PROFIT SHARING PLAN
The First National Bank of Long Island Profit Sharing Plan (the "Profit
Sharing Plan") covers all employees who have reached age 21 and have a year of
service. The amount contributed for each Plan Year is within the discretion of
the Bank, subject to the limitations of federal law. For 1996, the Bank chose to
contribute $387,115 which is approximately 3.7% of its pre-tax profits. This
"Employer Contribution", when made, is allocated, along with any forfeitures
attributable to that year, among the participants in proportion to their annual
compensation.
The Profit Sharing Plan has a salary reduction provision. Under this "401(k)"
arrangement, participants may elect to make a pre-tax contribution not exceeding
the lesser of $9,500 or 10% of their compensation for the year ("Salary
Reduction Contributions"). Salary Reduction Contributions are matched at the end
of the year by the Bank in an amount equal to 50% of the Salary Reduction
Contributions but only to the extent that the Salary Reduction Contributions do
not exceed 4% of compensation ("Matching Contributions"). Therefore, the
Matching Contributions for any year cannot exceed 2% of a participant's
compensation.
Salary Reduction Contributions are fully and immediately vested. Employer
Contributions and Matching Contributions vest at the rate of 20% for each year
of service so that a participant is fully vested after 5 years of service. Also,
a participant becomes fully vested in his Employer Contributions and Matching
Contributions upon death or disability.
Normal retirement age is 65, although the Profit Sharing Plan also contains
provisions allowing pretermination withdrawals and loans under certain
circumstances. The amount of retirement benefits will depend upon the
accumulation of contributions and forfeitures and the investment performance of
the Plan. Amounts allocated to the accounts of executive officers for 1996 are
set forth in the table under "Compensation of Executive Officers" on page 7.
STOCK OPTION AND APPRECIATION RIGHTS PLAN
The First of Long Island Corporation Stock Option and Appreciation Rights Plan
(the "1986 Plan") expired on January 21, 1996. The 1986 Plan was adopted by the
Board of Directors in January 1986 and approved by the stockholders in April
1986 as a Stock Option Plan and subsequently was amended to include provisions
for the granting of Stock Appreciation Rights ("SARs"), which amendment was
adopted by the Board of Directors in May 1988 and approved by the stockholders
in April 1989.
In January 1996, the Board of Directors unanimously adopted a new plan
entitled The First of Long Island Corporation Stock Option and Appreciation
Rights Plan (the "1996 Plan") as a successor to the 1986 Plan. The 1996 Plan was
approved by the Corporation's stockholders in April 1996. The terms of the 1996
Plan are substantially identical to the terms of the 1986 Plan, except that the
maximum number of shares which may be issued under the 1996 Plan (240,000) is
less than the maximum under the 1986 Plan, as amended (258,450).
Under the 1996 Plan, the Corporation may grant to officers of the Corporation
and the Bank who hold the title of vice president or above (i) options to
purchase shares of the Common Stock at a price which
<PAGE>
may not be less than the fair market value per share of stock on the date
the option is granted, and (ii) SARs which are rights entitling the holder to
the appreciation in value of the Common Stock. SARs may be granted under the
1996 Plan either attached to options or alone. The maximum number of shares of
Common Stock which may be issued under the 1996 Plan is 240,000 (shares
allocatable to unexercised options which expire or terminate are again available
for issuance, but shares subject to an option with an SAR attached which are not
issued because the SAR is exercised are not available for issuance again).
Options and SARs may be granted under the 1996 Plan through January 15, 2006.
Options may be granted under the 1996 Plan as incentive stock options ("ISOs")
qualified under Section 422 of the Internal Revenue Code or as non-qualified
options ("NQOs"). Generally, options and SARs have a maximum duration of 10
years. The total fair market value of stock, determined as of the date of grant
of the option, for which ISOs are first exercisable by a holder in any year is
limited to $100,000. A holder may elect to exercise options with or without SARs
attached in any order without regard to the date on which the options are
granted.
If a SAR is attached to an option, the holder must elect to exercise either
the option or the SAR. Upon the exercise of the SAR, the participant is entitled
to a payment equal to the amount by which the fair market value of the shares of
the Common Stock allocatable to the SAR on the exercise date exceeds the fair
market value of such shares on the date of grant. Payment to a holder who
exercises a SAR is made in cash.
Options and SARs are not transferable except upon death, (i) by will, (ii) by
the laws of descent and distribution, or (iii) by beneficiary designation. The
purchase price for the Common Stock must be paid in full in either common stock
of the Corporation or cash when an option is exercised. Generally, options and
SARs are exercisable only during the holder's continued employment with the
Corporation or the Bank. However, the 1996 Plan provides for additional limited
periods following termination of employment during which options or SARs may be
exercised in the event employment is terminated as a result of resignation,
death, disability, retirement, or a change in control of the Corporation.
As of January 31, 1997, 31 persons held the title of vice president or above
and were, therefore, eligible to receive options and SARs. Subject to the
provisions of applicable law and the 1996 Plan, the designation of those
officers who will be granted options or stock appreciation rights, as well as
other terms, is solely within the discretion of the Stock Option Committee which
administers the 1996 Plan. No member of the Stock Option Committee is eligible
to participate in the 1996 Plan, and no consideration is received by the
Corporation or the Bank for the granting of options or SARs.
During 1996, Incentive Stock Options ("ISOs") to purchase 17,250 shares were
granted under the 1986 Plan prior to its expiration at a per share exercise
price of $29.83 and 300 shares were granted under the 1996 Plan at a per share
exercise price of $29.875. The following table shows, as to the executive
officers named in the Summary Compensation Table, information for 1996 with
respect to the options granted.
<PAGE>
<TABLE>
<CAPTION>
Options/SAR Grants in Last Fiscal Year
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted in Fiscal Price Expiration
<S> <C> <C> <C> <C> <C> <C>
Name (#) (1) Year ($/Sh) (1) Date 5% ($) 10% ($)
- ----------------------- ------------------ ---------- ------- ------- --------
J. William Johnson 2,550 14.53% $29.83 1/15/06 $47,838 $121,230
Arthur J. Lupinacci, Jr 1,800 10.26% 29.83 1/15/06 33,768 85,574
Donald L. Manfredonia 1,050 5.98% 29.83 1/15/06 19,698 49,918
Joseph G. Perri 1,050 5.98% 29.83 1/15/06 19,698 49,918
John C. Sansone 1,050 5.98% 29.83 1/15/06 19,698 49,918
</TABLE>
The following table sets forth the aggregated Options/SARs exercised in the
last fiscal year and the aggregated number and value of Unexercised Options and
SARs for each of the executive officers named in the Summary Compensation Table
at December 31, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<S> <C> <C> <C> <C>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END (#)FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#)(1) REALIZED ($) UNEXERCISABLE (1)(2) UNEXERCISABLE (1)(2)
J. William Johnson 10,406 $204,753 53,274 $859,837
Arthur J. Lupinacci, Jr. - - 12,690 179,854
Donald L. Manfredonia 945 19,637 8,332 121,142
Joseph G. Perri - - 5,850 73,491
John C. Sansone - - 3,750 34,388
</TABLE>
(1) All numbers have been adjusted to reflect stock dividends.
(2) All are exercisable.
There were no Long-Term Incentive Plan Awards granted in the last fiscal
year.
INCENTIVE PLAN
The executive officers of the Bank are eligible for compensation under the
Bank's Incentive Compensation Plan (the "Plan") described in the Board
Compensation Committee Report herein. Payments of up to 31.3 percent of base
salary of such officers were made under the Plan for 1996. Incentive
compensation payments to executive officers for 1996 are included in the Summary
Compensation Table.
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
On August 3, 1995, the Corporation adopted The First National Bank of Long
Island Supplemental Executive Retirement Program (SERP). The SERP provides
benefits that would have been provided under the Pension Plan and Profit Sharing
<PAGE>
Plan, in the absence of Internal Revenue Code ("IRC") limitations, to certain
employees whose benefits under those plans are limited by the IRC. The
Compensation Committee of the Board of Directors designates the employees
eligible to participate in the SERP.
Supplemental retirement program and profit sharing plan contributions under
the SERP are made to a "secular trust" for the benefit of the participants.
Amounts contributed to the secular trust are not subject to the claims of
creditors of the Bank. Accordingly, the contributions are taxable to each
participant and deductible by the Bank when made. Trust income is also taxable
to each participant. Taxes are withheld from the contributions to pay each
participant's taxes. In addition, the Bank makes tax payments in an amount
sufficient to cover each participant's taxes on both the trust income and the
tax payment.
The effective date of the SERP, which superseded the Corporation's previous
supplemental retirement benefit plan, was January 1, 1994. The entire balance of
the "rabbi trust" maintained under such previous plan was applied toward the
obligations of the Bank under the SERP.
The SERP and related secular trust are intended to meet the requirements of
the Employee Retirement Income Security Act (ERISA) as they pertain to vesting,
reporting and disclosure information.
PERFORMANCE GRAPH
The following graph compares the Corporation's total stockholder return over a
5-year measurement period with (i) the NASDAQ Market Index, and (ii) the
National Commercial Banks Index. *
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
The First of Long Island 100 150.19 182.63 196.69 233.41 271.23
National Commercial Banks 100 138.87 154.71 152.19 241.8 339.64
NASDAQ .................. 100 100.98 121.13 127.17 164.96 204.98
</TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE FIRST OF LONG ISLAND CORPORATION,
NATIONAL COMMERCIAL BANKS INDEX, AND NASDAQ MARKET INDEX
ASSUMES $100 INVESTED ON JANUARY 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1996
* The National Commercial Banks Index consists of nationally chartered
commercial banks and certain other financial institutions which, on the basis
of Standard Industrial Classification (S.I.C.) codes developed by the U.S.
Office of Management and Budget, have been included in the same industry
group as the Corporation.
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In 1992, the Bank, as tenant, entered into a lease with Howard Thomas
Hogan, Jr., a director of the Corporation and the Bank, covering premises in a
building located in Locust Valley, New York, to be used as a branch office. The
lease, which has a term of ten years and one month, expires on October 30, 2002.
It provides for annual base rentals of $23,622.80 for the year ending October
30, 1996 and $24,331.50 for the year ending October 30, 1997. The base rental
for the balance of the term increases annually by an amount equal to three
percent (3%) of the annual base rent for the immediately preceding year. In
addition to the base rent, the Bank is responsible for certain charges for real
estate taxes and common area maintenance. The Corporation believes that the
foregoing is comparable to the rent that would be charged by an unrelated third
party.
The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with directors, officers, principal
stockholders of the Corporation and their associates. Such transactions,
including borrowings and loan commitments, were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others, and in the opinion of management do not involve more than a normal risk
of collectability, nor do they present other unfavorable features.
Certain directors are officers, directors, partners, and/or stockholders of
companies or partnerships which (or associates of which) may have been customers
of the Bank in the ordinary course of business during 1996 and up to the present
time. Additional transactions of this type may occur in the future. All such
transactions were effected on substantially the same terms as comparable
transactions with other persons.
BOARD OF DIRECTORS PROPOSAL TO AUTHORIZE AMENDMENT
TO THE CORPORATION'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 5,000,000 TO 20,000,000 SHARES
(ITEM 2 ON PROXY)
The Corporation is presently authorized under its Certificate of Incorporation
to issue not more than 5,000,000 shares of Common Stock, par value $.10 per
share.
The Board of Directors has proposed, and there will be submitted to a vote of
the Stockholders at the meeting, a resolution to amend the Certificate of
Incorporation to increase the authorized shares of Common Stock, par value $ .10
per share, from 5,000,000 to 20,000,000 shares.
The primary purpose of the proposed increase is to insure that sufficient
shares are available for distribution to Stockholders in the event that the
Board authorizes future stock dividends or stock splits.
The availability of the additional shares would also provide the Corporation
with greater flexibility in connection with acquisitions; future stock option
plans; sales of Common Stock or convertible securities in order to enhance
capital and liquidity; and other corporate purposes. The availability of such
shares (either alone or with the attached Common Stock purchase rights) may also
theoretically be utilized to render more difficult or discourage an attempt to
acquire control of the Corporation at less than a full and fair price. The
Common Stock purchase rights, which are attached to all shares of Common Stock,
alone could
<PAGE>
have the effect of rendering more difficult or discouraging such an attempt
because under certain circumstances, as set forth in the Shareholder Protection
Rights Plan adopted by the Board, such rights allow certain stockholders to
purchase Common Stock of the Corporation at less than market value.
Although the Corporation currently has no specific plans to utilize the
remaining or the proposed new authorized shares for any of the foregoing
purposes, the Board of Directors believes that it is important to have the
additional shares of Common Stock available for issuance as and when needed in
order to avoid the delay and expense incident to obtaining Stockholder approval
at a later date or dates.
The text of the proposed resolution is as follows:
"RESOLVED, that Article Fifth of the Corporation's Certificate of
Incorporation be amended to increase the aggregate number of shares of
Common Stock, par value $.10 per share, which the Corporation has
authority to issue to 20,000,000 shares."
Authorized shares of Common Stock may be issued on such terms and for such
corporate purposes as the Board of Directors may determine and without further
action by the shareholders, unless such action is required by applicable law or
by the rules of any stock exchange or securities quotation system on which the
Common Stock may then be listed or quoted.
The Corporation has not proposed an increase in the number of authorized
shares of Common Stock since the Annual Meeting of Stockholders in March of
1987, when the Corporation had approximately $239.8 million in total assets. The
Corporation has increased in size significantly since that time to approximately
$440.9 million in total assets at December 31, 1996.
A potential effect of the proposed increase in the authorized Common Stock
could be a dilution of the interest in the Corporation of the present
Stockholders if the Corporation issues additional shares. In addition, any
issuance of additional shares of Common Stock could have the effect of diluting
the earnings per share and book value per share of existing shares of Common
Stock.
Holders of Common Stock have one vote per share and have no preemptive rights
to subscribe for or purchase from the Corporation any additional shares of
Common Stock; nor do they have any dissenters' or appraisal rights in connection
with this proposal.
The affirmative vote of the holders of seventy per cent (70%) of all of the
outstanding shares of Common Stock entitled to vote thereon is required to
approve the proposed amendment to the Certificate of Incorporation. The Board of
Directors recommends that the Stockholders vote "In Favor Of" the amendment.
Proxies, unless indicated to the contrary, will be voted "In Favor Of" the
amendment.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements for the year ended December 31, 1996
were examined by Arthur Andersen LLP. Audit services also include a reading of
the annual report on Form 10-K filed with the Securities and Exchange Commission
and consultation on matters related to accounting and financial reporting.
It is anticipated that the Board of Directors will reappoint Arthur Andersen
LLP as the Corporation's independent public accountants for 1997. A
representative of Arthur Andersen LLP will be present at the Annual Meeting of
Stockholders and will have the opportunity to make a statement and respond to
appropriate questions from stockholders.
<PAGE>
OTHER MATTERS
The Board of Directors of the Corporation does not know of any matters for
action by stockholders at the annual meeting other than the matters described in
the notice. However, the enclosed Proxy will confer discretionary authority with
respect to matters which are not known to the Board of Directors at the time of
the printing hereof and which may properly come before the meeting. It is the
intention of the persons named in the Proxy to vote such Proxy with respect to
such matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be submitted at the 1998 Annual
Meeting of Stockholders must be received by the Chairman of the Board or the
President no later than November 4, 1997 in order to be included in the proxy
statement and form of proxy for such meeting.
ANNUAL REPORTS TO STOCKHOLDERS
CONSOLIDATED FINANCIAL STATEMENTS FOR THE CORPORATION AND THE BANK ARE
INCLUDED IN THE CORPORATION'S 1996 ANNUAL REPORT TO STOCKHOLDERS, WHICH WAS
MAILED WITH THIS PROXY STATEMENT. IN ADDITION, COPIES OF THE 1996 ANNUAL REPORT
OR THE ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR 1996 WILL BE SENT TO ANY STOCKHOLDER UPON WRITTEN REQUEST WITHOUT
CHARGE. SUCH REQUEST SHOULD BE DIRECTED TO MARK D. CURTIS, VICE PRESIDENT AND
TREASURER, AT THE CORPORATION'S PRINCIPAL OFFICE, 10 GLEN HEAD ROAD, PO BOX 67,
GLEN HEAD, NEW YORK, 11545-0067. THE FINANCIAL STATEMENTS CONTAINED IN THE
CORPORATION'S 1996 ANNUAL REPORT ARE NOT PART OF THIS PROXY STATEMENT.
By Order of the Board of Directors
Arthur J. Lupinacci, Jr.
March 4, 1997 SENIOR VICE PRESIDENT AND SECRETARY
<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
PROXY FOR ANNUAL MEETING 1997
PLEASE SIGN AND RETURN IMMEDIATELY
THE FIRST OF LONG ISLAND CORPORATION
KNOW ALL PERSONS BY THESE PRESENTS that I, the undersigned, being a
stockholder of THE FIRST OF LONG ISLAND CORPORATION, GLEN HEAD, NEW YORK, do
hereby constitute and appoint STEPHEN P. LYON and JOHN H. TREIBER or either one
of them (with full power to act alone), my true and lawful attorney(s), with
full power of substitution, to attend the Annual Meeting of Stockholders of said
Corporation, to be held at the OLD BROOKVILLE OFFICE, 209 GLEN HEAD ROAD, GLEN
HEAD, NEW YORK, on Tuesday, April 15, 1997, at 3:30 P.M. local time, or any and
all adjournments thereof, and to vote all stock owned by me or standing in my
name, place and stead on the proposals of the Board of Directors specified in
the Notice of Meeting dated March 4, 1997, with all the powers I would possess
if I were personally present, hereby ratifying and confirming all that my said
Proxy or Proxies may do, in my name, place and stead, as follows:
1. Election of Directors
To elect four (4) Directors, each for a term of two (2) years:
HOWARD THOMAS HOGAN, JR. JOHN R. MILLER, III
J. DOUGLAS MAXWELL, JR. WALTER C. TEAGLE, III
It is specifically directed that this Proxy be voted:
IN FAVOR OF WITHHOLD
---- ----
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) MAY BE WITHHELD BY LINING
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE(S).
<PAGE>
2. To approve amendment of the Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 5 million shares to 20 million
shares.
IN FAVOR OF --- AGAINST--- ABSTAIN---
It is specifically directed that this Proxy be voted:
3. Other Matters: If any other business is presented at said meeting, this
Proxy shall be voted in accordance with the best judgment of the Proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ITEMS 1. AND 2.
IF NO DESIGNATIONS ARE MADE IN THE BOXES PROVIDED ABOVE AS TO A PROPOSAL,
THIS PROXY WILL BE VOTED "IN FAVOR OF" SUCH PROPOSAL.
The shares represented by a properly executed Proxy will be voted as
directed.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE
REVOKED PRIOR TO ITS EXERCISE.
Dated:------------- 1997
-------------(L.S.)
-------------(L.S.)
(Signature of Stockholder)
ALL JOINT OWNERS MUST SIGN
INDIVIDUALLY.
WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN OR
CUSTODIAN, PLEASE GIVE
FULL TITLE. IF MORE THAN
ONE TRUSTEE, ALL SHOULD
SIGN.
