<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ............................]
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
INDEPENDENCE 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)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
INDEPENDENCE BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 1996
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of INDEPENDENCE BANCORP, INC.
("Independence" or the "Company") will be held on Thursday, April 25, 1996,
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 15, 1996 as the record date for the
determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled
to notice of, and to vote at, the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL 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
April 3, 1996
<PAGE>
INDEPENDENCE BANCORP, INC.
1100 LAKE STREET
RAMSEY, NEW JERSEY 07401
------
PROXY STATEMENT
------
The enclosed proxy is solicited by and on behalf of Independence Bancorp,
Inc. ("Independence" or the "Company") for use at the Annual Meeting of
Shareholders to be held on Thursday, April 25, 1996 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 April 3, 1996.
Sending in a signed proxy will not affect the shareholder's right to
attend the Annual 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 or sending
in a later dated proxy, 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's
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 Annual Meeting:
(i) matters which Independence does not know, a reasonable time before the
proxy solicitation, are to be presented at the Annual 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 Annual 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 1,312,908 shares of Common Stock outstanding at the close
of business on March 15, 1996; the "Record Date." The presence, in person or
by proxy, of shareholders entitled 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
<PAGE>
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 Annual Meeting.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth as of the Record Date certain information
with respect to the beneficial ownership of Independence's Common Stock and
Series A 9% Cumulative Convertible Preferred Stock (the "Series A 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 Series A Preferred
Stock, (ii) by each director and nominee, (iii) by each executive officer
named in the Summary Compensation Table and (iv) by all directors, nominees
and executive officers, as a group. Except as otherwise noted, each
beneficial owner listed has sole investment and voting power with respect to
the Common Stock and/or Series A Preferred Stock.
<TABLE>
<CAPTION>
Common Stock Series A 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, New Jersey 07446 ........... 374,774(b) 22.2 187,387 24.1
Robert F. and Linda Frasco
53 Indianfield Court
Mahwah, NJ 07430 ................... 110,299(c) 8.1 22,500 2.9
Julius J. Franchini
461 Kearny Avenue
Kearny, NJ 07032 ................... 92,714(d) 6.9 8,900 1.1
Thomas E. and Barbara L. Napolitano
18 Lancaster Court
Ramsey, NJ 07446 ................... 76,256(e) 5.7 12,500 1.6
James R. and Catherine Napolitano
754 Barnstable Lane
Franklin Lakes, NJ 07417 ........... 68,788(f) 5.2 7,834 1.0
A. Roger Bosma ...................... 13,760(g) 1.0 1,650 *
Joseph LoScalzo ..................... 49,407(h) 3.7 7,710 1.0
Esko J. Koskinen .................... 58,009(i) 4.3 9,300 1.2
William F. Dator .................... 10,043(j) * -- --
Robert O. Hagman .................... 25,677(k) 1.9 7,000 *
Joseph A. Haynes .................... 28,315(l) 2.1 6,250 *
Kevin J. Killian .................... 7,510(m) * 1,000 *
All directors, nominees and executive
officers of Independence as a group
(12 persons) ....................... 465,541(n) 30.9 72,144 9.3
</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 March 15, 1996, the Record Date.
Beneficial ownership may be disclaimed as to certain of the securities.
(b) Includes 187,387 shares of Common Stock which can be acquired upon the
conversion of the Series A Preferred Stock and 187,387 shares which can
be acquired upon the exercise of the Common Stock purchase right
included with the Series A Preferred Stock.
(c) Includes 22,500 shares which could be acquired upon the conversion of
the Series A Preferred Stock and 22,500 shares which could be acquired
upon the exercise of the common stock purchase right included with the
Series A Preferred Stock. Includes 4,025 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 Stock Option Plan").
(d) Includes 8,900 shares which could be acquired upon the conversion of the
Series A Preferred Stock and 8,900 shares which could be acquired upon
the exercise of the common stock purchase right included with the Series
A Preferred Stock. Includes 4,025 shares which may acquired upon the
exercise of the options granted under the 1990 Stock Option Plan.
(e) Includes 12,500 shares which could be acquired upon the conversion of
the Series A Preferred Stock and 12,500 shares which could be acquired
upon the exercise of the common stock purchase right included with the
Series A Preferred Stock.
(f) Includes 39,195 shares held jointly by Mr. Napolitano and his wife.
Includes 6,326 shares held by Mr. Napolitano's wife and children.
Includes 2,386 shares which could be acquired upon the conversion of the
Series A Preferred Stock and 2,386 shares which could be acquired upon
the exercise of the common stock purchase right included with the Series
A Preferred Stock. Includes 5,448 shares held by Mr. Napolitano's wife
which can be acquired upon the conversion of the Series A Preferred
Stock and 5,448 shares which could be acquired upon the exercise of the
common stock purchase right included with the Series A 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 Stock
Option Plan. Includes 3,500 shares which may be acquired upon the
exercise of options granted under the 1986 Stock Option Plan.
(g) Includes 1,000 shares which could be acquired upon the conversion of the
Series A Preferred Stock and 1,000 shares which could be acquired upon
the exercise of the common stock purchase right included with the Series
A Preferred Stock. Includes 650 shares held by Mr. Bosma's wife and
children which can be acquired upon the conversion of the Series A
Preferred Stock and 650 shares which could be acquired upon the exercise
of the common stock purchase right included with the Series A Preferred
Stock. Includes 10,250 shares which may be acquired upon the exercise of
options granted under the 1986 Stock Option Plan.
(h) Excludes 2,714 shares held by or on behalf of Mr. LoScalzo's children as
to which he disclaims beneficial ownership. Includes 4,025 shares which
-3-
<PAGE>
may be acquired upon the exercise of options granted under the 1990 Stock
Option Plan. Includes 7,085 shares which could be acquired upon the
conversion of the Series A Preferred Stock and 7,085 shares which could be
acquired upon the exercise of the common stock purchase right included with
the Series A Preferred Stock. Includes 625 shares held by Mr. LoScalzo's
wife which can be acquired upon the conversion of the Series A Preferred
Stock and 625 shares which could be acquired upon the exercise of the
common stock purchase right included with the Series A Preferred Stock.
(i) Includes 34,308 shares held by Greenway Construction Profit Sharing Plan
of which Mr. Koskinen is a trustee. Includes 7,000 shares held by
Greenway Construction Profit Sharing Plan which could be acquired upon
the conversion of the Series A Preferred Stock and 7,000 shares which
could be acquired upon the exercise of the common stock purchase right
included with the Series A Preferred Stock. Includes an additional 1,550
shares which could be acquired upon the conversion of the Series A
Preferred Stock and 1,550 shares which could be acquired upon the
exercise of the common stock purchase right included with the Series A
Preferred Stock. Includes 750 shares held by Mr. Koskinen's wife which
could be acquired upon the conversion of the Series A Preferred Stock
and 750 shares which could be acquired upon the exercise of the common
stock purchase right included with the Series A Preferred Stock. Does
not include 5,201 shares held by relatives of Mr. Koskinen as to which
he disclaims beneficial ownership. Includes 4,025 shares which may be
acquired upon the exercise of options granted under the 1990 Stock
Option Plan.
(j) Includes 393 shares which are held by Mr. Dator's wife as custodian for
Mr. Dator's children. Excludes 921 shares held by Mr. Dator's children.
Mr. Dator disclaims beneficial ownership with respect to these shares.
Includes 4,025 shares which may be acquired upon the exercise of options
granted under the 1990 Stock Option Plan.
(k) Includes 7,000 shares which could be acquired upon the conversion of the
Series A Preferred Stock and 7,000 shares which could be acquired upon
the exercise of the common stock purchase right included with the Series
A Preferred Stock. Includes 4,025 shares which may be acquired upon the
exercise of options granted under the 1990 Stock Option Plan.
(l) 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 Series A Preferred
Stock and 6,250 shares which could be acquired upon the exercise of the
common stock purchase right included with the Series A Preferred Stock.
Includes 4,025 shares which may be acquired upon the exercise of options
granted under the 1990 Stock Option Plan.
(m) Includes 1,000 shares which could be acquired upon the conversion of the
Series A Preferred Stock and 1,000 shares which could be acquired upon
the exercise of the common stock purchase right included in the Series A
Preferred Stock. Includes 5,500 shares which may be acquired upon the
exercise of options granted under the 1986 Stock Option Plan.
(n) Includes 72,144 shares which could be acquired upon the conversion of
the Series A Preferred Stock and 72,144 shares which could be acquired
upon the exercise of the common stock purchase right included with the
Series A Preferred Stock. Includes 20,250 shares which may be acquired
upon the exercise of options granted under the 1986 Stock Option Plan.
Includes 28,700 shares which may be acquired upon the exercise of
options granted under the 1990 Stock Option Plan.
-4-
<PAGE>
ELECTION OF DIRECTORS
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
has set the number of directors to be elected at the Annual Meeting at nine.
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 Annual 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 By-laws 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 2,
Name and Principal Occupation Bank Since 1996
----------------------------- ------------ -----------
<S> <C> <C>
James R. Napolitano
Chairman of the Board and Principal
Executive Officer of Independence
and Independence Bank; Attorney,
Napolitano & Napolitano, Ramsey, NJ ................ 1975 53
A. Roger Bosma
President of Independence and
Independence Bank; Chief Credit Officer of
Independence Bank .................................. 1991 53
Joseph LoScalzo
President LoScalzo Builders, Ltd.,
Allendale, NJ ...................................... 1981 61
Esko J. Koskinen
President, Greenway Construction Co., Inc.,
Montvale, NJ ....................................... 1976 71
William F. Dator
Partner, The Dator Commercial Agency, Inc.
(Real Estate), Mahwah, NJ .......................... 1975 52
Julius J. Franchini
President of Lynn Chevrolet, Inc., Kearny, NJ
President of Franchini Chevrolet, Inc., Garfield, NJ 1976 60
Robert F. Frasco
President, Frasco Enterprises (Real Estate),
Mahwah, NJ ......................................... 1976 63
Robert O. Hagman
Partner, CSA Equipment Co., Floral Park, NJ ........ 1976 70
Joseph A. Haynes
Registered Representative, Smith Barney,
Paramus, NJ ........................................ 1975 53
</TABLE>
Each of the directors and nominees has had the same principal occupation or
employment for at least the past five years.
-5-
<PAGE>
COMMITTEES OF THE BOARD, ATTENDANCE AND RELATED MATTERS
During 1995, Independence's Board of Directors held 11 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 and the 1994 Stock Option Plan of
Independence. The members of the Compensation Committee are Messrs. William
F. Dator, Julius J. Franchini, and Joseph A. Haynes. This Committee held one
meeting during 1995.
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 annual
meeting. No nominations made by the Nominating Committee 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 60 days nor more than 90 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
Committee held one meeting during 1995.
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 seven meetings
during 1995.
In 1995, 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. Frasco and Mr. Koskinen, who attended 67% and 71%,
respectively, of the aggregate of the total number of meetings held.
DIRECTOR COMPENSATION
Each member of Independence's Board of Directors who was 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 1995, unless such director was Chairman
of a Committee, in which case he received $300 for each committee meeting
-6-
<PAGE>
attended, with the exception of Mr. Haynes who, in addition to his compensation
for regular board meetings, received $2,000 per month for attending weekly Loan
Committee meetings and for being Chairman of the Audit Committee. Mr. Hagman and
Mr. Franchini, in addition to their compensation for attending meetings,
received $750 each month as the Company's Community Reinvestment Coordinators.
Effective March of 1996, directors who are not officers of the Company
each are paid an annual retainer of $7,200 and a fee of $300 for each meeting
of the Board of Directors such director attends. Each such director in 1996
is also paid a fee for each committee meeting attended in the amount of $250,
unless such director was Chairman of a Committee, in which case he will
receive $300 for each committee meeting attended. In addition, Mr. Haynes
will receive $2,500 per month for attending weekly Loan Committee meetings
and for being Chairman of the Audit Committee. Mr. Hagman and Mr. Franchini,
in addition to their compensation for attending meetings, receives $750 each
month as the Company's Community Reinvestment Coordinators.
Each member of Independence's Board of Directors is eligible to
participate under the 1990 Stock Option Plan for Non-employee Directors.
Under this 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 Independence Common Stock as to
which options may be granted to any non-employee director under this 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 1995 (exclusive of fees paid by customers of Independence
and its subsidiary) to Napolitano & Napolitano, Esq. (of which firm James R.
Napolitano is a partner) for legal services rendered to Independence and its
subsidiary during 1995 were $119,000, net of out-of-pocket expenditures. In
the opinion of management these legal fees were substantially equivalent to
those that would have been paid to unaffiliated attorneys for similar
services. Since July 1995, Mr. Napolitano has maintained a limited law
practice with Napolitano & Napolitano, Esq. In January 1996, Mr. Napolitano
has separated and further limited his law practice from Napolitano &
Napolitano, Esq. and although remaining a partner, Mr. Napolitano will derive
no financial benefit from any legal fees paid by or generated from
Independence Bank.
Independence leases its Montvale branch office from Esko J. Koskinen, a
director and nominee for director. The Montvale branch office is leased for
an aggregate annual rental of $76,175 for 3,458 square feet under a lease
having an expiration date of September, 1997 (excluding options to renew held
by Independence Bank).
The Company's 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, a director and nominee for director, under
terms of a lease executed in 1984. This lease has an annual net rental of
$155,810 for 6,920 square feet and an expiration date of July, 2005
(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, 1998
(excluding remaining options to renew held by Independence). In 1990,
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<PAGE>
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 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 of November, 2000
(excluding options to renew 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 of February, 1997 (excluding remaining options to renew held by
Independence).
The terms of these leases are considered by management to be comparable to
those which would exist with unaffiliated parties. For each of the years in
the three year period ended December 31, 1995, aggregate rental payments
under these leases totalled $453,343, $475,359 and $554,218, respectively.
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
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 40, is the Executive Vice President and
Chief Financial Officer of Independence and Independence Bank. Mr. Killian
joined the Company and Independence 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 49, 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.
Patrick W. Thaller. Mr. Thaller, age 52, is the Executive Vice President
and Chief Lending Officer of Independence Bank. Mr. Thaller joined
Independence Bank on July 28, 1995. Prior to that time for more than five
years, he was employed in various positions by the Bank of New York, N.A.,
and its predecessor National Community Bank of New Jersey, including
President, Northeast Region and Senior Officer of Banking Group -- Executive
Vice President.
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation earned by the Company's principal executive officer and those
officers of the Company and Independence Bank who earned salary and bonus in
excess of $100,000 in 1995 for services rendered in all capacities for each
of the three years ended December 31, 1995. No other executive officers of
the Company earned in excess of $100,000 during such period.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------------------ --------------
Name and Other Annual Stock Option All Other
Principal Position Year Salary Bonus Compensation(1) Awards Compensation(2)
- ----------------------------------- ------ --------- -------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
James R. Napolitano
Chairman of the Board 1995 $82,685 $5,000 $9,025 3,500 $5,948
Principal Executive Officer(3) ... 1994 64,768 6,500 3,600 2,000 5,211
1993 64,732 6,500 0 2,500 5,662
A. Roger Bosma
President 1995 139,234 2,500 4,737 2,000 9,767
Chief Credit Officer ............. 1994 150,000 10,000 5,752 3,000 10,980
1993 150,095 15,000 2,570 5,000 13,068
Kevin J. Killian
Executive Vice President 1995 98,619 15,000 4,850 3,500 7,491
Chief Financial Officer 1994 82,546 15,000 5,898 3,000 6,959
Secretary ........................ 1993 82,491 10,000 4,104 3,500 6,173
</TABLE>
- ------
(1) Includes the value of life insurance paid on behalf of, and the personal
use of a Company car by, Mr. Napolitano, Mr. Bosma and Mr. Killian.
(2) For the years ended December 31, 1995, 1994 and 1993, all other
compensation includes $9,671, $8,640 and $7,782, respectively
contributed to the Company's 401(k) savings plan and $13,535, $14,210
and $17,121, respectively contributed to the Company's Employee Stock
Ownership Plan.
(3) In July, 1995, Mr. Napolitano assumed the Principal Executive Officer's
function of the Company and the Bank and, effective in October, 1996,
Mr. Napolitano's annual salary was increased to $130,000.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock
options granted under the 1986 Employee Stock Option Plan and the 1994
Employee Stock Option Plan during fiscal 1995 to the Company's principal
executive officer and other officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------
Number of
Securities Percent of Total
underlying Options Granted
Options to Employees in Exercise Expiration
Name Granted Fiscal Year Price Date
---- ------------ ---------------- ---------- ------------
<S> <C> <C> <C> <C>
James R. Napolitano ......... 3,500 16.99% $13.25 12/07/2005
A. Roger Bosma .............. 2,000 9.71% 13.25 12/07/2005
Kevin J. Killian ............ 3,500 16.99% 13.25 12/07/2005
</TABLE>
-9-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table contains, for the Company's principal executive
officer and other officers named in the Summary Compensation Table, (a) the
number of shares of the Company's common stock acquired upon the exercise of
options during 1995, (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, 1995, and
(d) the value of in-the-money options held on December 31, 1995 (based upon
the last sale price that day of $13.25 per share of Common Stock).
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money
underlying 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>
James R. Napolitano ... 0 0 4,025/12,025 $23,063/$27,562
A. Roger Bosma ........ 0 0 10,250/13,750 $63,625/$70,375
Kevin J. Killian ...... 0 0 3,875/12,125 $26,563/$56,437
</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. Executive
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, 1995, 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, 1996. 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 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 1997 Annual Meeting must be submitted
to Independence by December 5, 1996, to receive consideration.
By order of the Board of Directors
Kevin J. Killian, Secretary
-10-
<PAGE>
INDEPENDENCE BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 25, 1996
Solicited on Behalf of the Board of Directors
The undersigned hereby constitutes and appoints Karen Hall and Thomas
Napolitano, and each of them, as attorneys and proxies of the undersigned, to
appear at the annual meeting of shareholders of Independence Bancorp, Inc.
("Independence") to be held on April 25, 1996 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 APRIL 3, 1996 AND INDEPENDENCE'S ANNUAL REPORT TO SHAREHOLDERS
FOR 1995.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
DETACH HERE IND 1
____
[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. LoScalzo,
Julius J. Franchini, Robert F. Frasco.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL 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.
