<PAGE>
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
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Independence Bancorp, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Independence Bancorp, Inc.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
INDEPENDENCE BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995
TO OUR SHAREHOLDERS:
The annual meeting of shareholders of INDEPENDENCE BANCORP, INC.
("Independence" or "Company") will be held on April 27, 1995, at 4:00 P.M.
(prevailing time), at Independence Bank, 1100 Lake Street, Ramsey, New Jersey,
for the following purposes:
1. To elect directors, as described in the accompanying Proxy
Statement.
2. To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
The Board of Directors has fixed March 17, 1995 as the record date for
the determination of shareholders entitled to vote at the meeting. Only
shareholders of record at the close of business on that date will be entitled
to notice of, and to vote at, the meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors
Kevin J. Killian, Secretary
March 27, 1995
<PAGE>
INDEPENDENCE BANCORP, INC.
1100 LAKE STREET
RAMSEY, NEW JERSEY 07446
-------------------
PROXY STATEMENT
-------------------
The enclosed proxy is solicited by and on behalf of Independence
Bancorp, Inc. ("Independence" or "Company") for use at the annual meeting of
shareholders to be held on Thursday, April 27, 1995 at 4:00 P.M. (prevailing
time) at Independence Bank, 1100 Lake Street, Ramsey, New Jersey and at any
postponement or adjournment thereof. The approximate date on which this Proxy
Statement and the form of proxy will first be sent or given to shareholders is
March 27, 1995.
Sending in a signed proxy will not affect the shareholder's right to
attend the meeting and vote in person since the proxy is revocable. Any
shareholder giving a proxy has the power to revoke it, among other methods, by
giving written notice to the Secretary of Independence at any time before the
proxy is exercised.
The expense of the proxy solicitation will be borne by Independence. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph or facsimile by directors, officers or employees of
Independence and its subsidiary without additional compensation. Independence
will pay the reasonable expenses incurred by record holders of Independence
common stock who are brokers, dealers, banks, voting trustees, associations or
other entities that exercise fiduciary powers in nominee name or otherwise,
for mailing proxy material and annual shareholder reports to any beneficial
owners of Independence common stock they hold of record, upon request of such
record holders.
A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Independence common stock FOR the election of all nominees for directorships
hereinafter named.
The enclosed proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the meeting: (i)
matters which Independence does not know, a reasonable time before the proxy
solicitation, are to be presented at the meeting; (ii) approval of the minutes
of a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
proxy will vote in accordance with their best judgment. Independence is not
currently aware of any matters which will be brought before the annual meeting
(other than procedural matters) which are not referred to in the enclosed
notice of annual meeting.
Independence had 1,308,328 shares of common stock outstanding at the
close of business on March 17, 1995, the record date. The presence, in person
or by proxy, of shareholders entitled
<PAGE>
to cast at least a majority of the votes which all shareholders are entitled
to cast on a particular matter constitutes a quorum for the purpose of
considering such matter. All shares of Independence common stock present in
person or represented by proxy and entitled to vote at the Annual Meeting no
matter how they are voted or whether they abstain from voting will be counted
in determining the presence of a quorum. Each share of Independence common
stock is entitled to one vote on each matter which may be brought before the
meeting.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth as of February 14, 1995 certain
information with respect to the beneficial ownership of Independence common
stock and Independence 9% Series A Convertible Preferred Stock (i) by each
person who is known by the Company to be the beneficial owner of more than
five percent of the common stock or preferred stock, (ii) by each director and
nominee, (iii) by each of the Company's five most highly compensated executive
officers and (iv) by all directors and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
------------------------ -----------------------
NAME AND SHARES SHARES
ADDRESS OF BENEFICIALLY PERCENT OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED(A) CLASS OWNED(A) CLASS
-------------------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Independence Employee Stock
Ownership Plan
1100 Lake Street
Ramsey, NJ 07446.............. 375,000(b) 22.3 187,500 24.1
Commerce Bancorp, Inc.
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034......... 288,827(c) 18.6 30,000 3.9
Robert F. and Linda Frasco
53 Indianfield Court
Mahwah, NJ 07430.............. 109,330(d) 8.1 22,500 2.9
Julius J. Franchini
461 Kearny Avenue
Kearny, NJ 07032.............. 91,345(e) 6.9 8,900 1.1
Thomas E. and Barbara L.
Napolitano
18 Lancaster Court
Ramsey, NJ 07446.............. 76,256(f) 5.7 12,500 1.6
James R. and Catherine
Napolitano
754 Barnstable Lane
Franklin Lakes, NJ 07417...... 78,901(g) 5.9 7,834 1.0
A. Roger Bosma................. 11,760(h) * 1,650 *
Joseph LoScalzo................ 48,235(i) 3.6 7,710 1.0
Esko J. Koskinen............... 52,402(j) 4.0 7,000 *
William F. Dator............... 18,998(k) 1.5 -- --
Robert O. Hagman............... 24,677(l) 1.9 7,000 *
Joseph A. Haynes............... 27,247(m) 2.1 6,250 *
Vernon W. Hill, II............. 24,927(n) 1.9 -- --
All directors and executive
officers of Independence as a
group (12 persons)............ 492,218(o) 33.1 69,844 9.0
</TABLE>
---------------------
*Less than 1%
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<PAGE>
(a) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations of the Securities and Exchange Commission and,
accordingly, may include securities owned by or for, among others, the
wife and/or minor children of the individual and any other relative
who has the same home as such individual, as well as other securities
as to which the individual has or shares voting or investment power or
has the right to acquire within 60 days after February 14, 1995.
Beneficial ownership may be disclaimed as to certain of the
securities.
(b) Includes 187,500 shares of common stock which can be acquired upon the
conversion of the 9% Series A preferred stock and 187,500 shares which
can be acquired upon the exercise of the common stock purchase right
included with the preferred stock.
(c) Includes 187,500 shares of common stock which can be acquired upon
exercise of warrants. Includes 30,000 shares which could be acquired
upon the conversion of the 9% Series A preferred stock and 30,000
shares which could be acquired upon the exercise of the common stock
purchase right included with the preferred stock.
(d) Includes 22,500 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 22,500 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 3,025 shares which could be
acquired upon the exercise of options granted under the 1990 Stock
Option Plan for Non-Employee Directors, as amended (the "1990 Plan").
(e) Includes 8,900 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 8,900 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 3,025 shares which may be acquired
upon the exercise of the options granted under the 1990 Plan.
(f) Includes 12,500 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 12,500 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock.
(g) Includes 42,803 shares held jointly by Mr. Napolitano and his wife.
Includes 6,291 shares held by Mr. Napolitano's wife and children.
Includes 2,386 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 2,386 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 5,448 shares held by Mr.
Napolitano's wife which can be acquired upon the conversion of the 9%
Series A preferred stock and 5,448 shares which could be acquired upon
the exercise of the common stock purchase right included with the
preferred stock. Does not include 79,200 shares held by relatives of
Mr. Napolitano as to which he disclaims beneficial ownership. Includes
525 shares which may be acquired upon the exercise of options granted
under the 1990 Plan. Includes 2,375 shares which may be acquired upon
the exercise of options granted under the 1986 Stock Option Plan.
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<PAGE>
(h) Includes 1,000 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 1,000 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 650 shares held by Mr. Bosma's wife
and children which can be acquired upon the conversion of the 9%
Series A preferred stock and 650 shares which could be acquired upon
the exercise of the common stock purchase right included with the
preferred stock. Includes 8,250 shares which may be acquired upon the
exercise of options granted under the 1986 Stock Option Plan.
(i) Excludes 2,706 shares held by or on behalf of Mr. LoScalzo's children
as to which he disclaims beneficial ownership. Includes 3,025 shares
which may be acquired upon the exercise of options granted under the
1990 Plan. Includes 7,085 shares which could be acquired upon the
conversion of the 9% Series A preferred stock and 7,085 shares which
could be acquired upon the exercise of the common stock purchase right
included with the preferred stock. Includes 625 shares held by Mr.
LoScalzo's wife which can be acquired upon the conversion of the 9%
Series A preferred stock and 625 shares which could be acquired upon
the exercise of the common stock purchase right included with the
preferred stock.
(j) Includes 34,308 shares held by Greenway Construction Profit Sharing
Plan in which Mr. Koskinen has a substantial beneficial interest.
Includes 7,000 shares held by Greenway Construction Profit Sharing
Plan which could be acquired upon the conversion of the 9% Series A
preferred stock and 7,000 shares which could be acquired upon the
exercise of the common stock purchase right included with the
preferred stock. Does not include 6,037 shares held by relatives of
Mr. Koskinen as to which he disclaims beneficial ownership. Includes
3,025 shares which may be acquired upon the exercise of options
granted under the 1990 Plan.
(k) Includes 390 shares which are held by Mr. Dator's wife as custodian
for Mr. Dator's children. Excludes 315 shares held by Mr. Dator's
children. Mr. Dator disclaims beneficial ownership with respect to
these shares. Includes 3,025 shares which may be acquired upon the
exercise of options granted under the 1990 Plan.
(l) Includes 7,000 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 7,000 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 3,025 shares which may be acquired
upon the exercise of options granted under the 1990 Plan.
(m) Excludes 53 shares held by the son of Mr. Haynes. Mr. Haynes disclaims
beneficial ownership with respect to these shares. Includes 6,250
shares which could be acquired upon the conversion of the 9% Series A
preferred stock and 6,250 shares which could be acquired upon the
exercise of the common stock purchase right included with the
preferred stock. Includes 3,025 shares which may be acquired upon the
exercise of options granted under the 1990 Plan.
(n) Includes 7,996 shares which are held by Mr. Hill's wife. Excludes
41,327 shares held by Commerce Bank and Commerce Bancorp, 30,000
shares which could be acquired by Commerce Bancorp upon the conversion
of the 9% Series A preferred stock, 30,000 shares which could be
acquired by Commerce Bancorp upon the exercise of the common stock
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<PAGE>
purchase right included with the preferred stock and 187,500 shares of
Common Stock which could be acquired by Commerce Bancorp upon exercise
of warrants. Mr. Hill disclaims beneficial ownership with respect to
these shares. Includes 3,025 shares which may be acquired upon the
exercise of options granted under the 1990 Plan.
(o) Includes 69,844 shares which could be acquired upon the conversion of
the 9% Series A preferred stock and 69,844 shares which could be
acquired upon the exercise of the common stock purchase right included
with the preferred stock. Includes 18,875 shares which may be acquired
upon the exercise of options granted under the 1986 Stock Option Plan.
Includes 24,725 shares which may be acquired upon the exercise of
options granted under the 1990 Plan.
ELECTION OF DIRECTORS (PROPOSAL 1)
The By-laws of Independence provide that the Board of Directors shall
consist of not less than five nor more than twenty-five directors and that
within these limits the number of directors shall be as established by
resolution of a majority of the Board of Directors. The Board of Directors by
resolution has set the number of directors at nine effective after the 1995
annual meeting of shareholders.
The election of directors will be determined by a plurality vote and the
nine nominees receiving the most "for" votes will be elected. Votes cast will
be tabulated at the meeting by one or more inspectors appointed by the Board
of Directors.
The following table sets forth information concerning Independence's
nominees for election to the Board of Directors, as designated by the
nominating committee pursuant to the Bylaws of Independence. If any of the
nominees become unable or for good cause will not serve, the persons named in
the enclosed proxy will vote in accordance with their best judgment.
Independence expects all nominees to be willing and able to serve. With the
exception of Mr. Bosma, each of the nominees has been a director of
Independence since its formation in 1984. Mr. Bosma first became a director of
Independence in March, 1991. Directors of Independence serve for a term of one
year and until their successors are duly elected and qualified.
<TABLE>
<CAPTION>
DIRECTOR OF AGE AS OF
INDEPENDENCE FEBRUARY 14,
NAME AND PRINCIPAL OCCUPATION BANK SINCE 1995
------------------------------- ------------ ------------
<S> <C> <C>
A. Roger Bosma
President and Chief Executive Officer
of Independence and Independence Bank............... 1991 52
James R. Napolitano
Chairman of the Board of Independence
and Independence Bank; Attorney,
Napolitano & Napolitano, Ramsey, NJ................. 1975 52
Joseph LoScalzo
Vice President, Armjo, Inc. trading as
Allendale Lumber and Millwork, Allendale,
NJ; President, LoScalzo Builders, Ltd.,
Allendale, NJ....................................... 1981 60
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OF AGE AS OF
INDEPENDENCE FEBRUARY 14,
NAME AND PRINCIPAL OCCUPATION BANK SINCE 1995
------------------------------- ------------ ------------
<S> <C> <C>
Esko J. Koskinen
President, Greenway Construction Co., Inc. and
Greenway Development Co., Inc.,
Montvale, NJ
Partner, Greenway Investment Co.,
Montvale, NJ....................................... 1976 70
William F. Dator
Partner, The Dator Agency, Inc.
(Real Estate),
Mahwah, NJ......................................... 1975 51
Julius J. Franchini
President of Lynn Chevrolet, Inc.,
Kearny, NJ
President of Franchini Chevrolet, Inc.
Garfield, NJ....................................... 1976 59
Robert F. Frasco
President, Winton Gait Mahwah, Inc.
(Real Estate), Mahwah, NJ
President, Frasco Enterprises (Real Estate),
Mahwah, NJ......................................... 1976 62
Robert O. Hagman
Partner, CSA Equipment Co.,
Floral Park, NJ.................................... 1976 69
Joseph A. Haynes
Registered Representative, Smith Barney,
Paramus, NJ........................................ 1975 52
</TABLE>
Except for Mr. Bosma, each of the directors and nominees has had the
same principal occupation or employment for at least the past five years.
Prior to Mr. Bosma's appointment as President and Chief Executive Officer of
Independence Bank in March, 1991, Mr. Bosma served as a Senior Vice President
of Credit at First Fidelity Bancorp responsible for establishing credit policy
and credit training since 1985.
COMMITTEES OF THE BOARD, ATTENDANCE AND RELATED MATTERS
During 1994, Independence's Board of Directors held six meetings and
Independence Bank's Board of Directors held 24 meetings. Except for a
Compensation Committee and Nominating Committee, the Board of Independence has
established no standing committees. The Board of Independence Bank has a
number of standing committees, including a standing Audit Committee, but does
not have a standing Executive Compensation or Nominating Committee.
The Compensation Committee of the Board of Directors of Independence
administers the 1986 Stock Option Plan of Independence. The members of the
Compensation Committee are Messrs. William F. Dator and Joseph A. Haynes. This
committee held one meeting during 1994.
The Nominating Committee is required to submit to the Board of Directors
written nominations for each directorship to be filled at each annual meeting
of shareholders at least 30 days in advance of the date of the meeting. No
nominations made by the Nominating Committee
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<PAGE>
are effective unless ratified by the Board of Directors. Nominations may be
made by the shareholders by notice in writing to the Secretary of Independence
delivered to or mailed and received at the principal executive offices of
Independence not less than sixty days nor more than ninety days prior to the
date of the annual meeting. The shareholder's notice is required to set forth
(a) as to each person whom the shareholder proposes to nominate for election
or re-election as a director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of Independence stock which are
beneficially owned by such person on the date of such shareholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended; and (b) as to the shareholder giving notice (i) the name and
address, as they appear on Independence's books, of such shareholder and any
other shareholder known by such shareholder to be supporting such nominees,
and (ii) the class and number of shares of Independence stock which are
beneficially owned by such shareholder on the date of such shareholder notice
and by any other shareholders known by such shareholder to be supporting such
nominees on the date of such shareholder notice. The Nominating Committee
consists of three directors. The current members of the Nominating Committee
are Messrs. Napolitano, LoScalzo and Haynes.
The Audit Committee of Independence Bank's Board of Directors is
composed of directors who are not employees of Independence Bank and is
responsible for selecting, and the relations with, Independence's independent
public accountants, and reviewing internal as well as external auditing
procedures. The members of the Audit Committee are Julius J. Franchini, Robert
O. Hagman, Joseph A. Haynes and Robert F. Frasco. This committee held eight
meetings during 1994.
In 1994, all of Independence's Directors attended more than 75% of the
aggregate of the total number of meetings held by the Boards of Directors and
all committees of Independence and its subsidiary bank of which they were
members, except Mr. Hill, Mr. Frasco and Mr. Koskinen, who attended 46%, 58%
and 67%, respectively, of the aggregate of the total number of meetings held.
DIRECTOR COMPENSATION
Each member of Independence's Board of Directors who is not also an
executive officer of Independence and/or Independence Bank received $300 for
each board meeting and $250 for each committee meeting attended of
Independence and Independence Bank in 1994, unless such director was Chairman
of a Committee, in which case he received $300 for each committee meeting
attended, with the exception of Mr. Haynes who, in addition to his
compensation for regular board meetings, receives $2,000 per month for
attending Loan Committee meetings and for being Chairman of the Audit
Committee. Mr. Hill, in addition to his compensation for attending meetings,
receives a consulting fee from Independence of $1,000 per month. Mr. Hagman,
in addition to his compensation for attending meetings, receives $250 for each
Community Reinvestment Meeting attended as the Company's Community
Reinvestment Coordinator.
Each member of Independence's Board of Directors is eligible to
participate under the 1990 Plan. Under the 1990 Plan, members of the Board of
Directors of Independence who are not also employees of Independence or its
subsidiary corporations are entitled to annually receive options to purchase
1,000 shares of Independence common stock. The maximum number of shares of
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<PAGE>
Independence common stock as to which options may be granted to any non-
employee director under the 1990 Plan is 8,000 shares.
RELATED PARTY TRANSACTIONS
Mr. Napolitano, a director and nominee for director of Independence, is
a partner of a law firm which Independence and its subsidiary have retained
during Independence's last fiscal year and which Independence and its
subsidiary intend to retain during Independence's current fiscal year. The
legal fees paid in 1994 (exclusive of fees paid by customers of Independence
and its subsidiary) to Napolitano & Napolitano (of which firm James R.
Napolitano is a partner) for legal services rendered to Independence and its
subsidiary during 1994 were $135,000, net of out-of-pocket expenditures. In
the opinion of management the legal fees were substantially equivalent to
those that would have been paid to unaffiliated attorneys for similar
services.
Independence leases its Montvale branch office from a director and
nominee for director and its headquarter facility from a partnership in which
a director and nominee for director has a substantial interest. The terms of
these leases are considered comparable to those which would exist with
unaffiliated parties. For each of the years in the three year period ended
December 31, 1994, aggregate rental payments under these leases totalled
$450,430, $453,343 and $475,359, respectively.
The Montvale branch office is leased from Esko J. Koskinen for an
aggregate annual rental of $75,300 for 3,458 square feet under a lease having
an expiration date of September, 1997 (excluding options to renew held by
Independence Bank). Independence considers that the lease terms are comparable
to those which would exist with unaffiliated parties.
The executive headquarters facility (which also houses the Ramsey branch
office) is leased from Office Court Associates, a partnership which is 50%
owned by James R. Napolitano under terms of a lease executed in 1984. This
lease has an annual net rental of $132,864 for 6,920 square feet and an
expiration date of August, 1995 (excluding options to renew held by
Independence). In 1985, Independence leased an additional 2,763 square feet of
space in the same premises at an annual rental of $66,809 plus tenant's
electrical charges. This lease has an expiration date of August, 1997
(excluding remaining options to renew held by Independence). In 1987,
Independence leased an additional 2,735 square feet of space in the same
premises at an annual rental of $53,328 plus tenant's electrical charges. This
lease has an expiration date of July, 1995 (excluding remaining options to
renew held by Independence). In 1990, Independence leased an additional 1,625
square feet of space in the same premises at an annual rental of $29,831 plus
tenant's electrical charges. This lease has an expiration date of August, 1997
(excluding remaining options to renew held by Independence). In 1991,
Independence leased an additional 3,667 square feet of space in the same
premises at an annual rental of $83,156 plus tenant's electrical charges. This
lease has an expiration date of November, 2000 (excluding options to renew
held by Independence). In 1992, Independence leased an additional 1,999 square
feet of space in the same premises at an annual rental of $38,981 plus
tenant's electrical charges. This lease has an expiration date of February,
1997 (excluding remaining options to renew held by Independence).
Through its bank subsidiary, Independence Bank, Independence has had,
and expects to continue to have, loan and other banking transactions
(including, but not limited to, checking accounts and savings and time
deposits) with many of its directors, nominees for directors, officers and
their respective associates. All such loan and other banking transactions (i)
were made in the
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<PAGE>
ordinary course of business, (ii) were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and (iii) did not involve more
than normal risk of collectability or present other unfavorable features.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following information is given with respect to the executive
officers of Independence and Independence Bank who are not directors.
Kevin J. Killian. Mr. Killian, age 39, is the Senior Vice President and
Chief Financial Officer of Independence and Independence Bank. Mr. Killian
joined the Company and Bank in March, 1992. Prior to that time for more than
five years he was employed in various positions by First Fidelity Bank, N.A.,
including Assistant Vice President--Budget Manager, Vice President--Division
Controller and Vice President--Corporate Budget Manager.
Daniel J. Kosky. Mr. Kosky, age 48, is a Senior Vice President of
Independence Bank. Mr. Kosky joined Independence Bank on November 16, 1992.
Prior to that time for more than five years, he was Senior Vice President--
Assistant Division Head, Corporate Banking Division of Citizens First National
Bank of New Jersey.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation earned by the Company's chief executive officer for services
rendered in all capacities for each of the three years ended December 31,
1994. No other executive officers of the Company earned in excess of $100,000
during such period.
<TABLE>
<CAPTION>
LONG TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION/(2)/
--------------------------------------- ------------ -----------------
NAME AND OTHER ANNUAL OPTION
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION/(1)/ AWARDS
------------------ ---- ------ ----- ----------------- ------
<S> <C> <C> <C> <C> <C> <C>
A. Roger Bosma 1994 $150,000 $10,000 $5,752 3,000 $10,980
President and Chief 1993 150,095 15,000 2,570 5,000 13,068
Executive Officer...... 1992 145,284 21,000 2,570 5,000 4,350
</TABLE>
---------------------
(1) Includes the value of life insurance premiums paid on behalf of Mr.
Bosma.
(2) For the year ended December 31, 1994 and 1993, all other compensation
includes $4,500 and $4,494, respectively, contributed to the Company's
401(k) savings plan and $6,480 and $8,574, respectively, contributed
to the Company's Employee Stock Ownership Plan.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock
options granted under the 1986 Employee Stock Option Plan during fiscal 1994
to the Company's chief executive officer named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------
PERCENT OF TOTAL
OPTIONS GRANTED
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED IN FISCAL YEAR PRICE DATE
---- ------- ---------------- -------- ----------
<S> <C> <C> <C> <C>
A. Roger Bosma.................... 3,000 16.13% $8.75 12/8/2004
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table contains, for the Company's chief executive officer
named in the Summary Compensation Table, (a) the number of shares of the
Company's common stock acquired upon the exercise of options during 1994, (b)
the value realized as a result of those exercises (based upon the market price
on the date of exercise less the option exercise price), (c) the number of
unexercised options held on December 31, 1994, and (d) the value of in-the-
money options held on December 31, 1994 (based upon the last sale price that
day of $8.75 per share of common stock).
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS AT FISCAL
SHARES OPTIONS AT FISCAL YEAR-END
ACQUIRED VALUE YEAR-END EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- --------------------- --------------------
<S> <C> <C> <C> <C>
A. Roger Bosma.......... 0 0 8,250/13,750 16,875/23,125
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% beneficial owners were complied with.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, certified
public accountants, to serve as Independence's independent auditors for the
year ending December 31, 1995. The selection of Independence's independent
public accountants is not being submitted to shareholders because there is no
legal requirement to do so. A representative of Arthur Andersen LLP is
-10-
<PAGE>
expected to be present at the Annual Meeting and to be available to respond to
appropriate questions. It is not anticipated that they will make a formal
statement or other presentation, although they are free to do so should they
desire.
OTHER INFORMATION
Shareholder proposals regarding the 1996 Annual Meeting must be
submitted to Independence by December 4, 1995, to receive consideration.
By order of the Board of Directors
Kevin J. Killian, Secretary
-11-
<PAGE>
INDEPENDENCE BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1995
Solicited on Behalf of the Board of Directors
P
R
O The undersigned hereby constitutes and appoints Karen Hall and Thomas
X Napolitano, and each of them, as attorneys and proxies of the undersigned,
Y to appear at the annual meeting of shareholders of Independence Bancorp, Inc.
("Independence") to be held on April 27, 1995 and at any postponement or
adjournment thereof, and to vote all shares of Common Stock of Independence
which the undersigned is entitled to vote, with all the powers and authority
the undersigned would possess if personally present. The undersigned hereby
directs that this proxy be voted as indicated on the reverse side.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PERSONS
NAMED HEREIN INTEND TO VOTE FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS
LISTED ON THE REVERSE SIDE.
THIS PROXY CONFERS CERTAIN DISCRETIONARY AUTHORITY DESCRIBED IN THE PROXY
STATEMENT. A MAJORITY OF SAID ATTORNEYS AND PROXIES PRESENT AT SAID MEETING (OR
IF ONLY ONE SHALL BE PRESENT, THEN THAT ONE) MAY EXERCISE ALL OF THE POWERS
HEREUNDER. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT
DATED MARCH 27, 1995 AND INDEPENDENCE'S ANNUAL REPORT TO SHAREHOLDERS FOR 1994
-----------
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE SEE REVERSE
SIDE
-----------
<PAGE>
[X] Please mark +
votes as in +
this example. + + +
1. Election of Directors
Nominees: A. Roger Bosma, Esko J. Koskinen, Robert O. Hagman, James R.
Napolitano, William F. Dator, Joseph A. Haynes, Joseph M. LaScalzo, Julius J.
Franchini, Robert F. Frasco.
[ ] FOR [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ]____________________________________
For all nominees except as noted above
2. To transact such other business as may properly come before the meeting or
any postponement or adjournment thereof.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
It would be helpful if you signed your name or names exactly as it appears
hereon, indicating any official position or representative capacity.
Signature: _____________________________________ Date:_________________
Signature: _____________________________________ Date:_________________
