SMITHTOWN BANCORP
ONE EAST MAIN STREET
SMITHTOWN, NEW YORK 11787-2823
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
TUESDAY, APRIL 4, 2000
The Annual Meeting of Shareholders of Smithtown Bancorp (the "Bancorp"), will be
held at the Wyndham Wind Watch, 1717 Vanderbilt Motor Parkway, Hauppauge, New
York, on April 4, 2000, 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, 2000.
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, 2000, only shareholders of record at the close
of business on February 25, 2000, shall be entitled to notice of and to vote at
this meeting.
Dated:March 1, 2000
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 11787-2823
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 Wyndham Wind Watch, 1717
Vanderbilt Motor Parkway, Hauppauge, New York, on April 4, 2000, 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 1, 2000, 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, 2000 (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 806,168 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, 1999, 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, 2000.
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 2003:
Bradley E. Rock, Charles E. Rockwell and Sanford C. Scheman. Sanford C. Scheman
was elected to the Board on December 21, 1999, pursuant to Article 2, Section 1,
of the Bancorp's By-Laws to fill the unexpired term of Attmore Robinson, Jr.,
who retired his position on the Board on December 21, 1999, and assumed the role
of "Director Emeritus".
<TABLE>
<CAPTION>
TABLE I
Date Experience and Shares of Stock
Directorship Director Principal Occupation Beneficially Owned (2)
Name and Age Term Expires Since (1) During Past 5 Years # %
____________________________________________________________________________________________________________________________________
NOMINEES
<S> <C> <C> <C> <C> <C>
Bradley E. Rock, 47 2003 1988 Chairman of the Board, President
& Chief Executive Officer of the
Bancorp and the Bank. 7,138 .88
Charles E. Rockwell, 83 2003 1984 Retired in 1976. Formerly a
commercial airline captain. Active
in community non-profit organizations. 8,836 1.09
Sanford C. Scheman, 63 2003 2000 Principal, North Shore Orthopedic
Surgery & Sports Medicine, PC;
Chairman of the Board & Executive
Director of St. James Plaza Nursing
Facility; President, Copesetic Ventures,
Inc.; Founding member, National
Osteoporosis Institute, LLC. 1,000 .12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Directorship Director Principal Occupation Beneficially Owned (2)
Name and Age Term Expires Since (1) During Past 5 Years # %
____________________________________________________________________________________________________________________________________
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
Patrick A. Given, 55 2001 1989 Real Estate Appraiser and
Consultant; Given Associates,
located at 550 Route 111,
Hauppauge, New York. 4,225 .52
Edith Hodgkinson, 77 2001 1979 Retired Restaurateur. 49,400 6.12
Robert W. Scherdel, 45 2001 1996 President & CEO
Sunrest Health Facilities, Inc. 12,336 1.53
Manny Schwartz, 57 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. 2,250 .27
Barry M. Seigerman, 59 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. 2,415 .29
Augusta Kemper, 77 2002 1992 Horticulturist and Owner of Kemper
Nurseries until retirement in 1985. 49,866 6.18
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,
2000.
</TABLE>
<PAGE>
Board of Directors
The Board of Directors holds regular monthly meetings. The Board held
twelve meetings during 1999. 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 1999.
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 six meetings in
1999. The chairman of the committee during 1999 was Attmore Robinson, Jr. The
chairman of the committee currently is Barry M. Seigerman. The committee reviews
results of regulatory examinations, internal 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, Charles E. Rockwell, Patrick A. Given, Barry M.
Seigerman, Robert Scherdel, Manny Schwartz and Sanford C. Scheman.
The Compensation Committee, consists of five members. The chairman of the
committee during 1999 was Attmore Robinson, Jr. The chairman of the committee
currently is Patrick A. Given. 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, Patrick A.
Given, Barry M. Seigerman 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 for the first
five months of 1999. Beginning on June 1, 1999, the Directors received an annual
retainer of $10,000 paid on a monthly basis at a rate of $833.33 per month,
together with an attendance fee of $200 for each meeting attended. 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
1999 was $107,449.79.
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 2000. 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)
<PAGE>
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, 2000.
Name and Address Common Shares Percent
of Beneficial Owner Beneficially Owned of Class
________________________________________________________________________________
Elizabeth Radau 60,592 7.51%
43 Edgewood Avenue
Smithtown, New York 11787
Edith Hodgkinson 49,400 6.12%
81 Governors Road
Sea Pines Plantation
Hilton Head, South Carolina 29928
Augusta Kemper 49,866 6.18%
51 Mills Pond Road
St. James, New York 11780
The following table shows stock ownership as of February 25, 2000, of all
directors and officers of the Bancorp and the Bank as a group:
TABLE II
Number of Percentage of
Common Shares Outstanding
Beneficially Owned Common Shares
(Note 1)
________________________________________________________________________________
Patrick A. Given ................... 4,255 .52
Anita M. Florek .................... 2,026 .25
Edith Hodgkinson ................... 49,400 6.12
Robert W. Scherdel ................. 12,336 1.53
Manny Schwartz ..................... 2,250 .27
Barry M. Seigerman ................. 2,415 .29
Augusta Kemper ..................... 49,866 6.18
Sanford C. Scheman ................. 1,000 .12
Bradley E. Rock .................... 7,138 .88
Charles E. Rockwell ................ 8,836 1.09
Thomas J. Stevens .................. 1,792 .22
Robert J. Anrig .................... 1,000 .12
Eleven directors and executive officers 159,810 19.67
of the Bancorp and the Bank as a group
Note 1 - Includes Common Shares owned by family members of directors as to which
the directors disclaim any interest.
<PAGE>
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 February, 2000.
<TABLE>
<CAPTION>
TABLE III
Name Age Position
____________________________________________________________________________________________________________________________________
<S> <C> <C>
Bradley E. Rock 47 Chairman of the Board, President & Chief Executive Officer of Bancorp since January 1992.
President of Bancorp and the Bank October 1990 to January 1992.
irector of Bancorp and the Bank since 1988.
____________________________________________________________________________________________________________________________________
Anita M. Florek 49 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 Bancorp January 1991 to January 1992.
____________________________________________________________________________________________________________________________________
Thomas J. Stevens 41 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.
____________________________________________________________________________________________________________________________________
Robert J. Anrig 51 Executive Vice President & Chief Loan Officer of the Bank since April 1998.
First Vice President Lending of Home Federal Savings Bank from May 1992 to April 1998.
____________________________________________________________________________________________________________________________________
</TABLE>
Executive Compensation
The table appearing below sets forth all compensation paid in 1999 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
Name and Principal Position Year Salary Incentive Other
Compensation Compensation
(1) (2)
________________________________________________________________________________
Bradley E. Rock 1997 $212,000.00 $ 38,000.00 $25,373.42
Chairman, President & CEO 1998 $223,741.38 $ 105,665.52 $28,523.15
of the Bancorp and the Bank 1999 $238,824.62 $ 120,065.00 $26,889.19
________________________________________________________________________________
Anita M. Florek 1997 $108,120.00 $ 14,000.00 $12,687.42
Executive Vice President 1998 $121,702.70 $ 26,416.38 $14,087.42
of the Bancorp and the Bank 1999 $130,769.28 $ 30,016.28 $15,142.40
<PAGE>
Name and Principal Position Year Salary Incentive Other
Compensation Compensation
(1) (2)
________________________________________________________________________________
Thomas J. Stevens 1997 $ 88,538.34 $ 13,332.11 $ 9,525.43
Executive Vice President 1998 $105,538.38 $ 35,723.19 $12,483.48
of the Bank 1999 $110,892.32 $ 40,594.16 $13,785.21
________________________________________________________________________________
Robert Anrig 1997 - 0 - - 0 - - 0 -
Executive Vice President 1998 $ 91,826.88 - 0 - - 0 -
of the Bank 1999 $130,769.30 $ 31,474.42 $12,443.83
(1) These amounts include a monthly director's fee of $750 for the first five
months of 1999. Beginning June 1, 1999, Mr. Rock received an annual retainer of
$10,000 paid on a monthly basis at a rate of $833.33 per month, as Chairman of
the Board of Directors. Mr. Rock does not receive any additional fees or 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 1999 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, 1999, through December 31, 1999.
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.
<PAGE>
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 2001 Annual Meeting must be
received by the Secretary of the Board of Directors by November 2, 2000, 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 1, 2000
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
Tuesday, April 4, 2000
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 and Albert Brayson III 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, 2000, at the Annual Meeting of
Shareholders of Smithtown Bancorp, Inc., to be held at the Wyndham Wind Watch,
1717 Vanderbilt Motor Parkway, Hauppauge, New York, on April 4, 2000, at 10:30
a.m., or any adjournment thereof.
1. ELECTION OF Bradley E. Rock, Charles E. Rockwell, and Sanford C.
Scheman, 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:_____________________, 2000
(Please insert date) __________________________L.S.
Signature of Shareholder
__________________________L.S.
Signature if Held Jointly
_______Please check if you plan to attend the meeting on April 4, 2000, at
Wyndham Wind Watch.
This Proxy should be returned in the enclosed envelope.
