<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
SMITHTOWN BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
------------------------------------------------------------------------
<PAGE> 2
SMITHTOWN BANCORP
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
TUESDAY, APRIL 8, 1997
The Annual Meeting of Shareholders of Smithtown Bancorp (the
"Bancorp"), will be held at the Bavarian Inn, 422 Smithtown Boulevard, Lake
Ronkonkoma, New York, on April 8, 1997, at 10:30 AM, for the following purposes:
1. The election of three directors to serve a term of three
years.
2. To approve the appointment of Albrecht, Viggiano, Zureck &
Company, P.C. as independent auditors for the year ending
December 31, 1997.
3. To transact such other business as may properly come before
the meeting for any adjournment thereof.
Pursuant to a resolution of the Board of Directors adopted at the Board
of Directors meeting on January 28, 1997, only shareholders of record at the
close of business on February 24, 1997, shall be entitled to notice of and to
vote at this meeting.
Dated: March 3, 1997
Smithtown, New York
BY ORDER OF THE BOARD OF DIRECTORS
BRADLEY E. ROCK
Chairman of the Board, President
<PAGE> 3
SMITHTOWN BANCORP
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2801
PROXY STATEMENT
GENERAL PROXY INFORMATION
This Proxy Statement (this "Proxy Statement") is furnished in
connection with the solicitation by and on behalf of the Board of Directors of
Smithtown Bancorp, (the "Bancorp") of proxies to be used at the Annual Meeting
of Shareholders of the Bancorp to be held at the Bavarian Inn, 422 Smithtown
Boulevard, Lake Ronkonkoma, New York, on April 8, 1997, and at any adjournment
thereof. The costs of the proxy solicitation are to be paid by the Bancorp. Bank
of Smithtown (the "Bank" or "Bank of Smithtown" ) is a wholly-owned subsidiary
of the Bancorp. This Proxy Statement is being mailed on or about March 3, 1997,
to holders of the Common Shares.
AUTHORIZED SHARES AND VOTING RIGHTS
Holders of record of Common Shares as of the close of business on
February 24, 1997 (the "Record Date"), will be entitled to vote at the meeting.
Each shareholder is entitled to one vote for each share of stock held by him or
her. There were 433,268 Common Shares 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 shareholder 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 Shareholders, including
financial statements for the fiscal year ended December 31, 1996, has heretofore
been mailed to the shareholders.
MATTERS TO BE VOTED ON AT THE MEETING
There are two matters that are scheduled to be voted on at the Annual
Meeting. Shareholders are being asked to vote on (1) the election of three
directors, and (2) the approval of Albrecht, Viggiano, Zureck & Co., P.C., as
the Bancorp's independent auditors for the year ending December 31, 1997.
It is intended that the shares of stock represented by the
accompanying form of Proxy will be voted for the election of the director
nominees listed in Table I and in favor of the other proposals, unless a
contrary direction is indicated on the form of Proxy. With respect to the
director nominees, if 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 are elected by a plurality of the votes cast at the Annual
Meeting, either in person or by proxy. The approval referred to above will be
authorized if a majority of the votes cast at the Annual Meeting, either in
person or by proxy, are voted in favor of such approval.
1
<PAGE> 4
With respect to the proposals referred to in (1) and (2) above,
abstentions and broker non-votes will be counted as not having voted and will
not be counted in determining if the plurality, with respect to (1), or the
majority, with respect to (2), was obtained.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
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
2000: Attmore Robinson, Jr., Bradley E. Rock and Charles E. Rockwell. Robert
Scherdel was elected to the board on May 28, 1996, pursuant to Article 2,
Section 1, of the Bancorp's By-Laws to fill the unexpired term of H. Melville
Brush, who retired in February, 1996.
TABLE I
<TABLE>
<CAPTION>
DATE EXPERIENCE AND SHARES OF STOCK
DIRECTORSHIP DIRECTOR PRINCIPAL OCCUPATION BENEFICIALLY OWNED (2)
NAME AND AGE TERM EXPIRES SINCE (1) DURING PAST 5 YEARS # %
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NOMINEES
Attmore Robinson, Jr., 85 1997 1948 Partner, Elzon & Robinson,
Real Estate Brokers, until
retirement in 1993. 9,763 2.25
Bradley E. Rock, 44 1997 1988 Chairman of the Board, President
& Chief Executive Officer of the
Bancorp and the Bank. 2,457 .56
Charles E. Rockwell, 80 1997 1984 Retired in 1976. Formerly a
commercial airline captain. Active
in community non-profit
organizations. 4,418 1.01
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DATE EXPERIENCE AND SHARES OF STOCK
DIRECTORSHIP DIRECTOR PRINCIPAL OCCUPATION BENEFICIALLY OWNED (2)
NAME AND AGE TERM EXPIRES SINCE (1) DURING PAST 5 YEARS # %
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE
Patrick A. Given, 52 1998 1989 Real Estate Appraiser and
Consultant; Given Associates,
located at 550 Route 111,
Hauppauge, New York. 2,300 .53
Edith Hodgkinson, 74 1998 1979 Retired Restaurateur, active in
community non-profit organizations. 28,203 6.50
Robert W. Scherdel, 42 1998 1996 President & CEO
Sunrest Health Facilities, Inc. 5,039 1.16
James H. Glamore, 77 1999 1979 President, Glamore Motor Sales,
Inc. (automobile sales), until
retirement in 1996 4,755 1.09
Barry M. Seigerman, 56 1999 1993 Chairman & Chief Executive
Officer Seigerman-Mulvey, Co.,
Inc., Insurance Brokers, located at
31 Research Way, East Setauket,
New York. Active in business
and community non-profit
organizations. 748 .17
Augusta Kemper, 74 1999 1992 Horticulturist and Owner of Kemper
Nurseries until retirement in 1985. 24,933 5.75
</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 Common Shares owned by family members of directors as
to which each of the directors disclaim any beneficial ownership. Mrs.
Hodgkinson's shares include shares held by Bank of Smithtown as Trustee
under the Last Will and Testament of Carlyle Hodgkinson. The amount of
Common Shares beneficially owned and listed in the table above is provided
as of February 24, 1997.
3
<PAGE> 6
BOARD OF DIRECTORS
The Board of Directors holds regular monthly meetings. The Board held
twelve meetings during 1996. Each director attended 75% or more of the aggregate
number of meetings of the Board of Directors and the committee or committees
thereof on which such director served during 1996.
COMMITTEES OF THE BOARD
The Board of Directors has established a number of committees to assist it
in the discharge of its responsibilities.
The Audit Committee, consisting of eight directors, had four meetings in
1996. The chairman of the committee is Attmore Robinson, Jr. 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 James H. Glamore, Edith Hodgkinson, Augusta Kemper, Attmore
Robinson, Jr., Charles E. Rockwell, Patrick A. Given, Barry M. Seigerman and
Robert Scherdel.
The Compensation Committee consists of four members. The chairman of the
committee is Attmore Robinson, Jr. This committee makes recommendations to the
Board of Directors with respect to the compensation of elected officers. Current
members of this committee are Augusta Kemper, Edith Hodgkinson, Attmore
Robinson, Jr. and Charles E. Rockwell.
The Board of Directors does not have a standing nominating committee.
DIRECTOR COMPENSATION
Directors of the Bank received a fee of $600 per month during 1996. The
members of the Directors Loan Committee who are not officers of the Bank and who
were appointed to the committee prior to May 1, 1996, also received a monthly
fee of $300 for committee membership. The total amount of directors' fees paid
during 1996 was $75,300.00.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
(PROPOSAL NO. 1 ON THE PROXY).
APPROVAL OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
The Audit Committee has recommended that Albrecht, Viggiano, Zureck & Co.,
P.C., Certified Public Accountants, continue as the independent auditors for the
Bank and the Bancorp for 1997. The firm has served as the independent auditors
for the Bank and the Bancorp since 1992. Representatives of the firm will be
present at the annual meeting to answer questions and are free to make
statements during the course of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
TO APPROVE THE INDEPENDENT AUDITORS (PROPOSAL NO. 2 ON THE PROXY).
4
<PAGE> 7
EXECUTIVE OFFICERS AND
PRINCIPAL SHAREHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The persons listed below are beneficial owners of more than 5% of the
outstanding Common Shares of the Bancorp as of February 24, 1997.
<TABLE>
<CAPTION>
NAME AND ADDRESS COMMON SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------- ------------------ --------
<S> <C> <C>
Elizabeth Radau 30,296 6.99%
43 Edgewood Avenue
Smithtown, New York 11787-2723
Edith Hodgkinson 28,203 6.50%
P.O. Box 756
Bayport, New York 11705-0756
Augusta Kemper 24,933 5.75%
51 Mills Pond Road
St. James, New York 11780-2111
</TABLE>
The following table shows stock ownership as of February 24, 1997, of all
directors and officers of the Bancorp as a group:
TABLE II
<TABLE>
<CAPTION>
========================================================================================================================
AMOUNT OF COMMON SHARES PERCENTAGE OF OUTSTANDING
BENEFICIALLY OWNED (NOTE 1) COMMON SHARES
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Eleven directors and executive officers
of the Bancorp as a group 82,812 Common Shares 19.11%
========================================================================================================================
</TABLE>
Note 1
Includes Common Shares owned by family members 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 record holder
or beneficial owner 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.
5
<PAGE> 8
EXECUTIVE OFFICERS
The following table sets forth information as to each executive officer
of the Bancorp who is also an executive officer of the Bank as of January, 1996.
TABLE III
<TABLE>
<CAPTION>
==================================================================================================================================
NAME AGE POSITION
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bradley E. Rock 44 Chairman of the Board, President & Chief Executive Officer of the Bancorp since
January 1992. President of the Bancorp and the Bank October 1990 to January
1992. Director of the Bancorp and the Bank since 1988.
- ----------------------------------------------------------------------------------------------------------------------------------
Anita M. Florek 46 Executive Vice President & Chief Financial Officer of the Bank since January
1993. Executive Vice President & Treasurer of the Bancorp since January 1993.
Senior Vice President & Comptroller of the Bank March 1989 to January 1993.
Treasurer of the Bancorp January 1991 to January 1992.
- ----------------------------------------------------------------------------------------------------------------------------------
Marc DeSimone 39 Executive Vice President & Chief Lending Officer of the Bank since January
1993. Senior Vice President & Chief Lending Officer of the Bank January 1992
to January 1993. Vice President & Chief Lending Officer of the Bank January
1991 to January 1992.
==================================================================================================================================
</TABLE>
EXECUTIVE COMPENSATION
The table appearing below sets forth all compensation paid in 1996 to
each executive officer whose total compensation exceeded $100,000 for such year.
All remuneration was paid by Bank of Smithtown.
TABLE IV
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
========================================================================================================================
NAME AND PRINCIPAL POSITION YEAR SALARY INCENTIVE OTHER COMPENSATION
COMPENSATION (1) (2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bradley E. Rock 1994 $176,337.01 -0- $14,353.05
Chairman, President & CEO 1995 $185,325.00 $20,021.30 $19,077.76
of the Bancorp and the Bank 1996 $200,000.00 $17,372.54 $21,045.96
- ------------------------------------------------------------------------------------------------------------------------
Anita M. Florek 1994 $ 86,000.00 -0- $ 4,620.31
Executive Vice President 1995 $ 95,000.00 $10,615.79 $ 6,042.98
of the Bancorp and the Bank 1996 $102,000.00 $ 9,673.23 $ 8,505.85
- ------------------------------------------------------------------------------------------------------------------------
Marc DeSimone 1994 $ 86,000.00 -0- $ 2,881.10
Executive Vice President 1995 $ 95,000.00 $10,615.79 $ 7,023.63
of the Bank 1996 $102,000.00 $ 9,673.23 $10,458.90
========================================================================================================================
</TABLE>
(1) This amount includes director's fees. These amounts also include
employer matching contributions paid in connection with the Bank's
401(k) plan, amounts accrued during 1996 under the ESOP and premiums
paid on behalf of the officers for a group term life insurance policy.
6
<PAGE> 9
(2) Amounts reported do not include any amount expended by the Bank which
may have provided an incidental benefit to the persons listed in the
table above, but which 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 in the aggregate for any of such
persons.
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, 1996, through December 31, 1996.
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 and/or ownership interest in the Bank or the Bancorp.
PENSION PLAN
The Employee Stock Ownership Plan ( 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.
Benefits under the ESOP are based solely on the amount contributed to
the ESOP which is used to purchase Common Shares. A participant's allocation is
the total employer contribution multiplied by 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.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 1998 Annual Meeting must
be received by the Secretary of the Board of Directors by October 7, 1997, 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, 1997
SMITHTOWN BANCORP
BRADLEY E. ROCK
Chairman of the Board,
President & Chief Executive
Officer
7
<PAGE> 10
THIS PROXY IS SOLICITED BY
BOARD OF DIRECTORS OF SMITHTOWN BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
TUESDAY, APRIL 8, 1997
The undersigned shareholder of Smithtown Bancorp, Inc., revoking all
proxies heretofore given with respect to the shares represented herewith, hereby
constitutes and appoints Doris Masters, Barry Brown and Albert Brayson II 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 common shares of Smithtown Bancorp, Inc., held
of record by the undersigned on February 24, 1997, at the Annual Meeting of
Shareholders of Smithtown Bancorp, Inc., to be held at the Bavarian Inn, 422
Smithtown Boulevard, Lake Ronkonkoma, New York, on April 8, 1997, at 10:30 AM,
or any adjournment thereof.
1. ELECTION OF Attmore Robinson, Jr., Bradley E. Rock and Charles E. Rockwell
as Directors
[ ] For ALL NOMINEES. The Board recommends a vote FOR All Nominees
[ ] Against ALL NOMINEES.
[ ] For ALL NOMINEES EXCEPT ______________________________________________
[ ] Abstain ______________________________________________
2. APPROVAL OF INDEPENDENT AUDITORS
[ ] For proposal The Board recommends a vote FOR Proposal No 2.
[ ] Against Proposal
[ ] Abstain
3. 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 THE
NOMINATED DIRECTORS, IN FAVOR OF THE OTHER PROPOSALS AND IN THE DISCRETION OF
THE PERSONS IN WHOSE FAVOR THIS PROXY IS GRANTED, UPON MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING.
Dated: __________________, 1997 ___________________________________ L.S.
(Please insert date) Signature of Shareholder
___________________________________ L.S.
Signature if Held Jointly
Please check if you plan to attend the
meeting on April 8, 1997. [ ]
THIS PROXY SHOULD BE RETURNED IN THE ENCLOSED ENVELOPE.
