SMITHTOWN BANCORP, INC.
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
TUESDAY, APRIL 4, 1995
The Annual Meeting of Stockholders of Smithtown Bancorp, Inc., will be
held at the Bavarian Inn, 422 Smithtown Boulevard, Lake Ronkonkoma, New York,
on April 4, 1995, at 10:30 AM, for the following purposes:
1. The election of three directors to serve a term of three years.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Pursuant to a resolution of the Board of Directors, only stockholders of
record at the close of business on February 3, 1995, shall be entitled to
notice of and to vote at this meeting.
Dated: March 3, 1995
Smithtown, New York
BY ORDER OF THE BOARD OF DIRECTORS
Bradley E. Rock
Chairman of the Board, President
& Chief Executive Officer
<PAGE>
SMITHTOWN BANCORP, INC.
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2801
PROXY STATEMENT
GENERAL PROXY INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
and on behalf of the Board of Directors of Smithtown Bancorp, Inc., (the
"Bancorp") of proxies to be used at the Annual Meeting of Stockholders of the
Bancorp to be held at the Bavarian Inn, 422 Smithtown Boulevard, Lake
Ronkonkoma, New York, on April 4, 1995, and at any adjournment thereof. The
costs of the proxy solicitation are to be paid by the Bancorp. Bank of
Smithtown is a wholly-owned subsidiary of the Bancorp.
Authorized Shares and Voting Rights
Holders of common stock of record as of the close of business on February
3, 1995, will be entitled to vote at the meeting. Each stockholder is entitled
to one vote for each share of stock held by him or her. There were 432,539
shares of common stock of the Bancorp outstanding on the record date.
Revocability of Proxy
If the accompanying form of Proxy is executed and returned, it
nevertheless may be revoked by the stockholder at any time before it is
exercised. But if it is not revoked, the shares represented thereby will be
voted by the persons designated in each such Proxy.
Financial Statements
A copy of the Bancorp's Annual Report to Stockholders, including
financial statements for the fiscal year ended December 31, 1994, has
heretofore been mailed to the stockholders.
Matters To Be Voted On At The Meeting
The only matter scheduled to be voted on at the Annual Meeting is the
election of directors. It is intended that shares of stock represented by the
accompanying Proxy form will be voted for the election of such nominees listed
in Table I unless a contrary direction is indicated. In the event that any of
such nominees should become unavailable for any reason, which the directors do
not now contemplate, it is intended that, pursuant to the accompanying form of
Proxy, votes will be cast for a substitute nominee designated by the Board of
Directors.
DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS
Election of Directors
The Certificate of Incorporation of the Bancorp provides that the Board
of Directors shall consist of 9 members and that the directors shall be
classified into three classes, each of which shall serve for a term of three
years, with the term of office of one class expiring each year.
Nominees for Election of Directors
All nominees who are presently serving as directors were elected to their
present term of office by the shareholders. The following directors whose
terms are expiring this year, are proposed for re-election for terms expiring
in 1998: H. Melville Brush, Patrick A. Given and Edith Hodgkinson.
<PAGE>
<TABLE>
TABLE I
<CAPTION>
Shares of
Date Stock
Directorship Experience and Beneficially
Term Director Principal Occupation Held (2)
Name and Age Expires Since (1) During Past 5 Years # %
-----------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
H. Melville Brush, 86 1995 1960 President of Island 7,749 1.81
Asphalt Co., Inc.
(asphalt sales and
construction),
until retirement in 1979.
Patrick A. Given, 50 1995 1989 Real Estate Appraiser 2,100 .49
and Consultant -
Given Associates.
Edith Hodgkinson, 72 1995 1979 Restaurateur, active 28,203 6.59
in community non-profit
organizations.
DIRECTORS CONTINUING IN OFFICE
James H. Glamore, 75 1996 1979 President, Glamore 4,755 1.11
Motor Sales, Inc.
(automobile sales).
Barry Seigerman, 54 1996 1993 Chairman & Chief Executive 383 .08
Officer Seigerman-Mulvey,
Co., Inc. Insurance Brokers.
Active in business and
community non-profit
organizations.
Augusta Kemper, 72 1996 1992 Horticulturist and Owner 24,933 5.83
of Kemper Nurseries until
retirement in 1985.
Attmore Robinson, Jr., 83 1997 1948 Partner, Elzon & Robinson, 9,763 2.28
Real Estate Brokers,
until retirement in 1993.
Bradley E. Rock, 42 1997 1988 Chairman of the Board, 1,725 .40
President & Chief Executive
Officer, January 1992
to Present. President,
Bank of Smithtown, October
1990 to January 1992. Special
Assistant to the President,
1988 to 1990. Partner of
Schechter Schechter Kenney
& Rock, Attorneys at Law,
1981 to 1992.
Charles E. Rockwell, 78 1997 1984 Retired in 1976. Formerly 4,018 .93
a commercial airline
captain. Active in
community non-profit
organizations.
</TABLE>
1) Each director of the Bancorp is also a director of Bank of Smithtown.
The dates given are the dates on which the director first served as a
director of Bank of Smithtown.
2) These figures include shares of stock owned by family members of
directors as to which the directors disclaim any interest. Mrs.
Hodgkinson's shares include shares held by Bank of Smithtown as Trustee
under the Last Will and Testament of Carlyle Hodgkinson. These figures
are current as of December 31, 1994.
<PAGE>
Board of Directors
The Board of Directors holds regular monthly meetings. The
Board held twelve regular meetings and one special meeting during 1994. Each
incumbent director, with the exception of H. Melville Brush, attended 75% or
more of the aggregate number of meetings of the Board of Directors and the
committee thereof on which such director served during 1994. Mr. Brush's
absence was excused due to an illness.
Committees of the Board
The Board has established a number of committees to assist it in the
discharge of its responsibilities.
The Examining Committee or "Audit" Committee, consisting of eight
directors, met twice in 1994. The committee reviews results of regulatory
examinations, internal audits and audits of the independent auditor in
conformance with regulations of the New York State Banking Department and the
laws of the State of New York. Current members of this committee are H.
Melville Brush, James H. Glamore, Edith Hodgkinson, Augusta Kemper,
Attmore Robinson, Jr., Charles E. Rockwell, Patrick Given and Barry M.
Seigerman.
The Salary Review Committee or "Compensation" Committee, consisting of
four members, met twice during 1994. This committee makes recommendations to
the Board of Directors with respect to the salaries of elected officers.
Current members of this committee are H. Melville Brush, Edith Hodgkinson,
Attmore Robinson, Jr. and Charles E. Rockwell.
The Board does not have a standing nominating committee.
Director Compensation
Directors of the Bank of Smithtown received a fee of $500 per month
during 1994. The members of the Loan Committee who are not officers also
received a monthly fee of $300 for committee membership. The total amount of
directors' fees paid during 1994 was $70,300.
Security Ownership of Certain Beneficial Owners
The persons listed below are beneficial owners of more than 5% of the
outstanding stock of the Bancorp as of December 31, 1994.
<TABLE>
Name and Address Shares Percent
of Beneficial Owner Beneficially Owned of Class
--------------------------------------------------------------------------
<S> <C> <C>
Elizabeth Radau 30,296 7.08%
43 Edgewood Avenue
Smithtown, New York 11787-2723
Edith Hodgkinson 28,203 6.59%
P.O. Box 756
Bayport, New York 11705-0756
Augusta Kemper 24,933 5.83%
51 Mills Pond Road
St. James, New York 11780-2111
</TABLE>
<PAGE>
The following table shows stock ownership as of December 31, 1994, of all
directors and officers of the Bancorp as a group:
<TABLE>
TABLE II
<CAPTION>
Amount of Beneficial Percentage
Ownerships (Note 1) of Ownership
------------------------------------------------------------------
<S> <C> <C>
Twelve directors and officers
of the Bancorp as a group 83,654 19.56%
</TABLE>
Note 1
Includes shares of stock owned by spouses and children of directors as to
which the directors disclaim any interest.
Material Proceedings
There are no material proceedings to the best of management's knowledge to
which any director, officer or affiliate of the Bancorp or any owner of record
or beneficially of more than five percent of the Bancorp's stock, or any
associate of any such director, officer, affiliate of the Bancorp, or security
holder is a party adverse to the Bancorp or any of its subsidiaries or has a
material interest adverse to the Bancorp.
Executive Officers
The following table sets forth information as to each executive officer
of the Bancorp who is also an executive officer of Bank of Smithtown as of
January, 1995.
<TABLE>
TABLE III
<CAPTION>
Name Age Position
<S> <C> <C>
Bradley E. Rock 42 Chairman of the Board, President &
Chief Executive Officer. President
October 1990 - January 1992.
Special Assistant to the President
1988 - 1990. Director since 1988.
</TABLE>
<PAGE>
Executive Compensation
The table appearing below sets forth all compensation paid in 1994 to each
executive officer whose total compensation exceeded $100,000 for such year.
All remuneration was paid by Bank of Smithtown.
<TABLE>
TABLE IV
Summary Compensation Table
<CAPTION>
Name and Principal All Other Annual
Position Year Annual Salary ($) Compensation ($)(1)(2)
------------------------------------------------------------------------
<S> <C> <C> <C>
Bradley E. Rock 1993 $168,000.00 $16,763.40
Chairman, President & CEO 1994 $176,337.01 $14,353.05
</TABLE>
(1) This amount includes director's fees. It also includes employer match
paid in connection with the Bank's 401(k) plan, amounts accrued during
1994 under the Bank's defined contribution plan and premiums paid on
behalf of Mr. Rock for a group term life insurance policy.
(2) Amounts reported do not include any amount expended by the Bank which may
have had value as incidental benefits to such individuals, but were made
by the Bank in connection with its business. While the specific amounts
of such incidental benefits cannot be precisely determined, after due
inquiry, management does not believe that such value would exceed $5,000
for any individual.
Certain Transactions
Some of the directors and officers of the Bancorp, and some of the
corporations and firms with which these individuals are associated, are also
customers of Bank of Smithtown in the ordinary course of business, or are
indebted to the Bank in respect of loans of $60,000.00 or more. It is
anticipated that some of these individuals, corporations and firms will
continue to be customers of and indebted to the Bank on a similar basis in the
future. All loans extended to such individuals, corporations and firms were
made in the ordinary course of business, did not involve more than the normal
risk of collectability or present other unfavorable features, and were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons.
No director of the Bank or the Bancorp had an aggregate amount of
unsecured indebtedness to the Bank in excess of 15 percent of the Bank's equity
capital account during the period of January 1, 1994, through December 31,
1994.
In 1994, Edith Hodgkinson, a director of the Bank, sold 16,566 shares of
stock to Smithtown Bancorp and used the proceeds of the sale to repay loans
that were in nonaccrual status. $309,677 from the sale of the stock was used
to decrease the principal and $98,261 was used to pay interest on these loans.
She also deeded two properties to the Bank which were placed in Other Real
Estate Owned.
Outside of normal customer relationships, none of the directors or
officers of the Bank or the Bancorp, or the corporations or firms with which
such individuals are associated, currently maintains or has maintained within
the last fiscal year any significant business or personal relationship with the
Bank or the Bancorp other than such as arises by virtue of such individual's or
entity's position with or ownership interest in the Bank or the Bancorp.
<PAGE>
PENSION PLAN
During 1994 the Bank of Smithtown amended its defined contribution plan to
become an Employee Stock Ownership Plan. Both the ESOP and the 401(k) plans
cover full-time employees who have attained the age of 21 years and who have
completed 1,000 hours of employment during the year they are eligible to
participate in the plan.
Benefits under the ESOP are based solely on the amount contributed to the
ESOP which is used to purchase Smithtown Bancorp stock. A participant's al
location is the total employer contribution times the ratio of that
participant's applicable compensation over the amount of such compensation for
all participants for that year. Benefits are not subject to deduction of
social security or other offset amounts.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
Albrecht, Viggiano, Zureck & Co., P.C., Certified Public Accountants, were
the independent auditors for the Bank and the Bancorp for the year ended
December 31, 1994.
Representatives of Albrecht, Viggiano, Zureck, & Co., P.C., are expected
to be present at the Annual Meeting and will have an opportunity to make a
statement if they desire to do so. Their representatives are expected to be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1996 Annual Meeting must be
received by the Secretary of the Board of Directors by October 4, 1995, to be
included in the proxy statement.
OTHER BUSINESS
So far as the Board of Directors of the Bancorp now knows, no business
other than that referred to above will be transacted at the Annual Meeting.
The persons named in the Board of Directors' Proxies may, in the absence of
instructions to the contrary, vote upon all matters presented for action at the
Meeting according to their best judgment.
Dated: March 3, 1995
SMITHTOWN BANCORP, INC.
Bradley E. Rock
Chairman of the Board, President
& Chief Executive Officer
<PAGE>
THIS PROXY IS SOLICITED BY
BOARD OF DIRECTORS OF SMITHTOWN BANCORP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held
Tuesday, April 4, 1995
The undersigned stockholder of Smithtown Bancorp, Inc., revoking all
proxies heretofore given with respect to the shares represented herewith,
hereby constitutes and appoints BARRY BROWN, DAVID LONG and DORIS MASTERS, or
any of them, the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution for and in the name, place and
stead of the undersigned, with all the powers which the undersigned would
possess if personally present, to vote all shares of common stock of Smithtown
Bancorp, Inc., held on record by the undersigned on February 3, 1995, at the
Annual Meeting of Stockholders of Smithtown Bancorp, Inc., to be held at the
Bavarian Inn, 422 Smithtown Boulevard, Lake Ronkonkoma, New York, on April 4,
1995, at 10:30 AM, or any adjournment thereof.
1. ELECTION OF DIRECTORS FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
WITHHOLD AUTHORITY*
to vote for all nominees listed below.
Nominees: H. Melville Brush, Patrick A. Given, Edith Hodgkinson.
* INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.
-----------------------------------------------------------------------------
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENT THEREOF.
Unless otherwise specified, this proxy will be voted for the election of
directors and in their discretion, upon matters that may properly come before
the meeting.
Dated: ---------------------, 1995 ----------------------- L.S.
(Please insert date) Signature of Stockholder
----------------------- L.S.
Signature if Held Jointly
(This signature should agree with the name
appearing on the face of the stock
certificate. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such. If a corporation, please sign in
full corporate name by president or other
duly authorized officer. Its corporate
seal should be affixed and attested to by
its secretary or other proper officer. If
a partnership, please sign in partnership
name by authorized person.)
