SMITHTOWN BANCORP
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
THURSDAY, APRIL 15, 1999
The Annual Meeting of Shareholders of Smithtown Bancorp (the "Bancorp"), will be
held at the Islandia Marriott L.I., 3635 Express Drive North, Hauppauge, New
York, on April 15, 1999, at 10:30 a.m., 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, 1999.
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 26, 1999, only shareholders of record at the close
of business on February 25, 1999, shall be entitled to notice of and to vote at
this meeting.
Dated: March 10, 1999
Smithtown, New York
BY ORDER OF THE BOARD OF DIRECTORS
Bradley E. Rock
Chairman of the Board, President
& Chief Executive Officer
<PAGE>
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 Islandia Marriott L.I., 3635
Express Drive North, Hauppauge, New York, on April 15, 1999, 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 10, 1999, 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 25,
1999 (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 815,327 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, 1998, 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, 1999.
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.
<PAGE>
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.
With respect to the proposals referred to 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 2002:
Augusta Kemper, Barry M. Seigerman and Manny Schwartz . Manny Schwartz was
elected to the board on May 28, 1998, pursuant to Article 2, Section 1, of the
Bancorp`s By-Laws to fill the unexpired term of James Glamore, who retired in
March, 1998.
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 # %
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<S> <C> <C> <C> <C> <C>
NOMINEES
Manny Schwartz, 56 2002 1998 President, Quality Enclosures,
Inc., located Central Islip, N.Y.
President, Sarasota Shower Door
Company, Inc., Quality Powder
Coating Company, Inc., and MSS
Properties, located in Sarasota, Fla. 2,000 .24
Barry M. Seigerman, 58 2002 1993 Chairman & Chief Executive
Officer Seigerman-Mulvey Co., Inc.,
Insurance Brokers, located at
45 Research Way, East Setauket,
New York. Active in business and
community non-profit organizations. 2,163 .26
Augusta Kemper, 76 2002 1992 Horticulturist and Owner of Kemper
Nurseries until retirement in 1985. 49,866 6.11
</TABLE>
<PAGE>
<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 # %
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<S> <C> <C> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE
Attmore Robinson, Jr., 87 2000 1948 Partner, Elzon & Robinson,
Real Estate Brokers, until
retirement in 1993. 18,526 2.27
Bradley E. Rock, 46 2000 1988 Chairman of the Board, President
& Chief Executive Officer of the
Bancorp and the Bank. 5,506 .67
Charles E. Rockwell, 82 2000 1984 Retired in 1976. Formerly a
commercial airline captain. Active
in community non-profit organizations. 8,836 1.08
Patrick A. Given, 54 2001 1989 Real Estate Appraiser and
Consultant; Given Associates,
located at 550 Route 111,
Hauppauge, New York. 4,179 .51
Edith Hodgkinson, 76 2001 1979 Retired Restaurateur, active in community
non-profit organizations. 50,655 6.21
Robert W. Scherdel, 44 2001 1996 President & CEO
Sunrest Health Facilities, Inc. 11,191 1.37
</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 25,
1999.
<PAGE>
Board of Directors
The Board of Directors holds regular monthly meetings. The Board held twelve
meetings during 1998 in addition to one special meeting of Bank of Smithtown.
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 1998.
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 1998.
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 Edith Hodgkinson, Augusta Kemper, Attmore Robinson, Jr.,
Charles E. Rockwell, Patrick A. Given, Barry M. Seigerman, Robert Scherdel and
Manny Schwartz.
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 $750 per month during 1998. 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
1998 was $90,300.00.
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 1999. 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).
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 25, 1999.
Name and Address Common Shares Percent
of Beneficial Owner Beneficially Owned of Class
Elizabeth Radau 60,592 7.43%
43 Edgewood Avenue
Smithtown, New York 11787-2723
Edith Hodgkinson 50,655 6.21%
81 Governors Road
Sea Pines Plantation
Hilton Head, South Carolina 29928
Augusta Kemper 49,866 6.11%
51 Mills Pond Road
St. James, New York 11780-2111
<PAGE>
The following table shows stock ownership as of February 25, 1999, of all
directors and officers of the Bancorp and the Bank as a group:
TABLE II
Number of Common Percentage
SHARES BENEEFICIALLY of Outstanding
Owned (Note 1) Common Shares
Patrick A. Given 4,179 .51
Anita M. Florek 2,479 .30
Edith Hodgkinson 50,655 6.21
Robert W. Scherdel 11,191 1.37
Manny Schwartz 2,000 .24
Barry M. Seigerman 2,163 .26
Augusta Kemper 49,866 6.11
Attmore Robinson, Jr. 18,526 2.27
Bradley E. Rock 5,506 .67
Charles E. Rockwell 8,836 1.08
Thomas J. Stevens 1,665 .20
Eleven directors and executive officers
of the Bancorp and the Bank as a group 157,066 19.26
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.
Executive Officers
The following table sets forth information as to each executive officers of the
Bancorp and the Bank as of Feburary, 1999.
TABLE III
<TABLE>
<CAPTION>
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Name Age Position
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<S> <C> <C>
Bradley E. Rock 46 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.
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Anita M. Florek 48 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.
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Thomas J. Stevens 40 Executive Vice President & Chief Lending Officer of the Bank since July 1997.
Senior Vice President & Commercial Loan Officer of the Bank February 1997 to
July 1997. Vice President & Commercial Loan Officer May 1994 to February 1997.
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</TABLE>
<PAGE>
Executive Compensation
The table appearing below sets forth all compensation paid in 1998 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>
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Name and Principal Position Year Salary Incentive Other Compensation
Compensation (1) (2)
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<S> <C> <C> <C> <C>
Bradley E. Rock 1996 $200,000.00 $ 17,372.54 $21,045.96
Chairman, President & CEO 1997 $212,000.00 $ 38,000.00 $25,373.42
of the Bancorp and the Bank 1998 $223,741.38 $105,665.52 $28,523.15
- ------------------------------------------------------------------------------------------------------------------------------------
Anita M. Florek 1996 $102,000.00 $ 9,673.23 $ 8,505.85
Executive Vice President 1997 $108,120.00 $ 14,000.00 $12,687.42
of the Bancorp and the Bank 1998 $121,702.70 $ 26,416.38 $14,087.42
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Stevens 1996 $ 74,000.00 $ 18,799.10 $ 6,822.08
Executive Vice President 1997 $ 88,538.34 $ 13,332.11 $ 9,525.43
of the Bank 1998 $105,538.38 $ 35,723.19 $12,483.48
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</TABLE>
1) These amounts include a monthly director's fee of $750 for Mr. Rock as
Chairman of the Board of Directors. Mr. Rock does not receive any additional
compensation for participation on any of the board's committees. These amounts
also include employer matching contributions paid in connection with the Bank's
401(k) plan, amounts accrued during 1998 under the ESOP and premiums paid on
behalf of the officers for a group term life insurance policy.
(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, 1998, through December 31, 1998.
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.
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 2000 Annual Meeting must be
received by the Secretary of the Board of Directors by November 2, 1999, 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 10, 1999
SMITHTOWN BANCORP
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 SHAREHOLDERS
To Be Held
Thursday, April 15, 1999
The undersigned shareholder of Smithtown Bancorp, Inc., revoking all proxies
heretofore given with respect to the shares represented herewith, hereby
constitutes and appoints David Long, Doris Masters, Albert Brayson II and
Sanford Scheman 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 25, 1999, at the
Annual Meeting of Shareholders of Smithtown Bancorp, Inc., to be held at the
Islandia Marriott, 3635 Express Drive North, Hauppauge, New York, on April 15,
1999, at 10:30 a.m., or any adjournment thereof.
1. ELECTION OF Manny Schwartz, Barry M. Seigerman, Augusta Kemper, as Directors
For ALL NOMINEES. The Board recommends a vote FOR All Nominees
Against ALL NOMINEES.
For ALL NOMINEES EXCEPT ________________________________________
(i.e. authority is withheld from) ________________________________________
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:_______________________, 1999
________________________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 15, 1999, at Islandia
Marriott.________________
This Proxy should be returned in the enclosed envelope.
