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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BRUNSWICK BANCORP
___________________________________________________________________________
(Name of Registrant as Specified in its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 security 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:
_____________________________________________________________
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>
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
Notice is hereby given that the Annual Meeting of Shareholders of
Brunswick Bancorp (the "Company"), will be held at 3:00 P.M. on Tuesday,
April 25, 1995 at the office of Brunswick Bank and Trust Company (the
"Bank"), located at 439 Livingston Avenue, New Brunswick, New Jersey 08901,
for the purpose of considering and voting upon the following matters:
1. The election of 9 nominees named in the accompanying Proxy
Statement to serve as directors of the Company.
2. Such other business as may properly come before the Meeting.
Shareholders of record at the close of business on March 28, 1995
are entitled to notice of and to vote at the meeting. Whether or not you
contemplate attending the meeting, it is suggested that the enclosed
proxy be executed and returned to the Company. You may revoke your proxy
by delivering to the Company a later-dated proxy or by delivering a written
notice of revocation to the Company.
By Order of the Board of Directors
THOMAS FORNALE, Secretary
April 12, 1995
IMPORTANT - PLEASE MAIL YOUR PROXY STATEMENT
You are urged to sign and return the enclosed Proxy of the Company
promptly in the envelope provided so that there may be sufficient
representation at the Annual Meeting.
<PAGE>
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
PROXY STATEMENT
DATED APRIL 12, 1995
GENERAL PROXY STATEMENT INFORMATION
Outstanding Securities and Voting Rights
This Proxy Statement is furnished in connection with the solicitation
of the Board of Directors of Brunswick Bancorp (the "Company") of proxies
for use at the Annual Meeting of Shareholders of the Company to be held at
3:00 P.M. on Tuesday, April 25, 1995 at the office of Brunswick Bank &
Trust Company ("the Bank"), located at 439 Livingston Avenue, New
Brunswick, New Jersey 08901. This proxy is first being mailed to
shareholders on approximately April 12, 1995.
The record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting was March 28, 1995. Only shareholders of
record as of that date will be entitled to notice of and to vote at the
Annual Meeting.
On the record date, 601,770 shares of common stock, par value $2.00
per share, were outstanding and eligible to be voted at the Annual Meeting.
Each share of common stock is entitled to one vote. All shares
represented by valid proxies received pursuant to this solicitation will be
voted in favor of the 9 nominees for director named in this Proxy
Statement, unless the shareholder specifies a different choice by means of
his proxy or revokes the proxy prior to the time it is exercised. Should
any other matter properly come before the Annual Meeting, the persons named
as proxies will vote upon such matters according to their discretion.
At the meeting, inspectors of election will tabulate both ballots cast
by shareholders present and voting in person, and votes cast by proxy.
Under applicable state law and the Company's Certificate of Incorporation
and Bylaws, abstentions and broker non-votes are counted for purposes of
establishing a quorum but otherwise do not count. Generally, the approval
of a specified percentage of shares voted at a shareholders meeting is
required to approve a proposal and thus abstentions and broker non-votes
have no effect on the outcome of a vote. Where state law or the Company's
Certificate of Incorporation or Bylaws require that the matter voted upon
be approved by a specified percentage of the outstanding shares, then
abstentions and broker non-votes have the same effect as negative votes.
Revocability of Proxies
Any shareholder given a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual
Meeting by delivering a later-dated proxy or a written revocation sent to
Thomas Fornale, Secretary of the Company, at the office of the Bank, P.O.
Box 29, New Brunswick, New Jersey 08903. A proxy may be revoked at the
Annual Meeting by filing a later-dated proxy or a written notice of such
revocation with the Secretary of the Meeting prior to the voting of such
proxy.
Solicitation of Proxies
This proxy solicitation is being made by the Board of Directors of the
Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph by officers, directors and employees of the Company
or the Bank who will not be specially compensated for such solicitation
activities. Arrangements may be made with brokerage houses and other
custodians, nominees and fiduciaries for forwarding solicitation materials
to the beneficial owners of shares held of record by such persons and the
Company will reimburse such persons for their reasonable expenses incurred
in forwarding the materials.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The By-laws of the Company provide that the number of directors shall
not be less than 5 nor more than 25 and permits the exact number to be
determined from time to time by the Board of Directors. The Board has
fixed the number of directors at 9.
It is intended that the persons named in the proxy will vote for the
election of the 9 nominees named below to serve as directors.
Discretionary authority is solicited to vote for a lesser number of
nominees or to vote for the election of a substitute nominee if, for any
reason, any nominee is unable to serve or refuses to serve as a candidate
for election. The Company has no reason to believe any nominee would not
serve if elected.
The following table sets forth the name and age of the Board's
nominees, the nominee's position with the Company, if any, the principal
occupation or employment of each nominee for the past five years and the
period during which each nominee has served as a director. The nominee's
service as a director includes prior service as a director of the Bank.
Name, Age and
Position with Principal Occupations Director
Company During Past Five Years Since
- - ----------------- ---------------------- -----
Bruce Arbeiter, 55 President, Rutgers Express Co. (Trucking 1981
Company)
Joseph DeMarco, 60 President, High Grade Beverage Company 1975
Dominick Faraci, 79 President, Tri-County Supply Company 1975
(Air Conditioning and Heating)
Carmen J. Gumina, 62 Chairman of the Board and President, 1973
Chairman of the Brunswick Bank and Trust Company
Board and President
Josephine Gumina, 70 Retired 1981; formerly Treasurer, Gumina 1974
Building and Construction Company
Michael Kaplan, 54 President, Kaplan and Sons (Construction 1980
Company)
John Maltese, 79 Retired; formerly President, 1990
John Maltese Iron Works
Frederick H. Perrine, President, Perrine Pontiac, Inc. 1975
68
Gennaro Russo, 67 President, Rure Associates, Inc. 1978
(Construction Company)
No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
any company registered as an investment company under the Investment
Company Act of 1940.
Carmen J. Gumina and Josephine Gumina are brother and sister.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Company held five meetings of the Board during 1994.
The directors of the Company also serve as directors of the Bank. The
Board of Directors of the Bank holds regularly scheduled meetings every
second Tuesday of each month and special meetings as circumstances require.
During 1994, the Board of Directors of the Bank held 12 meetings.
The Bank maintains a Loan Committee, Audit Committee, Nominating
Committee, Compensation Committee, Compliance Committee and Finance
Committee. The Nominating and Compensation Committees of the Bank are
appointed once a year by the Chairman of the Board of the Bank. The Loan
Committee consists of 2 directors and met 12 times during 1994.
The Audit Committee of the Bank arranges for the Bank's directors'
examination through its independent public accountant, reviews and
evaluates the recommendations of the directors' examination and recommends
any action to be taken in connection therewith. During 1994, the Audit
Committee consisted of 3 directors, Joseph DeMarco, Frederick Perrine and
Josephine Gumina, and met 10 times.
The Nominating Committee of the Bank recommends a slate of nominees
for election as directors. The Nominating Committee consists of 2
directors who in 1994 were Bruce Arbeiter and Frederick Perrine. The
Committee met once during 1994. The Nominating Committee will consider
nominees recommended by shareholders. Such recommendations should be sent
in writing to the Secretary of the Company no later than December 31, 1995
for consideration in connection with the Company's 1996 Annual Meeting.
The Compliance Committee of the Bank oversees the Bank's compliance
program. This committee consists of 2 directors who in 1994 were Bruce
Arbeiter and Dominick Faraci. The Compliance Committee met 10 times during
1994.
The Finance Committee of the Bank reviews and approves vendor's
invoices for payment. This committee consists of 2 directors who in 1994
were Bruce Arbeiter and John Maltese. The Finance Committee met 12 times
during 1994.
During 1994 all directors attended more than 75 percent of the
aggregate of the total number of Company Board meetings and meetings of
committees of the Board on which they served, except Mr. DeMarco who
attended 17% of the meetings. Mr. DeMarco suffered a severe stroke early
in the year and was unable to attend meetings during his rehabilitation
period.
DIRECTOR'S COMPENSATION
There are no director fees for the Company. Director fees for the
Bank consist of $300 for each meeting of the Board of Directors attended.
Directors who are members of committees of the Bank receive a fee of $125
for each committee meeting attended. Directors who render services in
appraising the value of property also receive appraisal fees.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of February 7, 1995, by each
director, by each executive officer of the Company for whom individual
compensation information is required to be set forth in the Proxy Statement
pursuant to SEC rules (the "Named Officer"), by all directors and executive
officers as a group, and by other principal shareholders. The Company
knows or no person or group which beneficially owns 5% or more of the
Company's stock, except as set forth below.
Number of Shares Percentage
Beneficially Owned <F1> of Class
------------------ --------
Directors and Named Officers:
Bruce Arbeiter 13,498 <F2> 2.2%
Joseph DeMarco 18,959 <F3> 3.2%
Dominick Faraci 3,169 <F4> .5%
Carmen J. Gumina 113,244 <F5> 18.8%
Josephine Gumina 27,258 4.5%
Michael Kaplan 9,927 <F6> 1.6%
John Maltese 10,707 <F7> 1.8%
Frederick H. Perrine 1,560 .3%
Gennaro Russo 55,232 <F8> 9.2%
Directors and Executive
Officers as a Group (11 persons) 266,646 44.3%
Other Principal Shareholders:
Elsa M. Gumina
500 South Ocean Blvd.
Palm Beach, FL 33480 57,206 9.5%
__________________________
<F1> Beneficially owned shares include shares over which the named
person exercises either sole or shared voting power or sole or shared
investment power. It also includes shares owned (i) by a spouse, minor
children or by relatives sharing the same home, (ii) by entities owned or
controlled by the named person and (iii) by other persons if the named
person has the right to acquire such shares within 60 days by the exercise
of any right or option. Unless otherwise noted, all shares are owned of
record and beneficially by the named person.
<F2> Of this total, 250 shares are held by Mr. Arbeiter in his name,
10,390 shares are held by Mr. Arbeiter and his wife jointly and 2,858
shares are held by a profit sharing plan in which Mr. Arbeiter has a
substantial interest and for which he is a trustee.
<F3> Of this total, 4,683 shares are held by Mr. DeMarco in his name,
8,278 shares are held by Mr. DeMarco and his wife jointly, 4,687 shares are
held by his wife in her name, 451 shares are held by a company in which he
owns a substantial interest, and 860 shares are held by a company in which
Mr. DeMarco is a partner (along with Messrs. Gumina and Russo) and has
substantial ownership.
<F4> Of this total, 1,545 shares are held by Mr. Faraci in his name and
1,624 shares are held jointly with his wife.
<F5> Of this total, 105,570 shares are held by Mr. Gumina in his name,
860 shares are held by a company in which Mr. Gumina (along with Messrs.
DeMarco and Russo) is a partner and has substantial ownership and 6,814
shares are held by a company controlled by Mr. Gumina.
<F6> Of this total, 8,127 shares are held by Mr. Kaplan in his name and
1,800 shares are held jointly with his wife.
<F7> Of this total, 2,007 shares are held by Mr. Maltese in his name,
8,596 shares are held by Mr. Maltese and his wife jointly and 104 shares
are held by his wife in her name.
<F8> Of this total, 16,315 shares are held by Mr. Russo in his name,
29,101 shares are held jointly with his wife, 860 shares are held by a
company in which Mr. Russo (along with Messrs. DeMarco and Gumina) is a
partner and has substantial ownership, 6,556 shares are held by two sons
who reside at home, and 2,400 shares are held by a pension plan in which
Mr. Russo has a substantial interest and is a trustee.
EXECUTIVE COMPENSATION
The following table summarizes all compensation earned in the past
three years for services performed in all capacities for the Company by Mr.
Gumina, the Company's CEO, and the only person who meets the definition of
"Named Officer" under the SEC executive compensation disclosure rules.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($)
(a) (b) (c) (d) (i)
<C> <S> <S> <S> <S>
Carmen J.Gumina, Chairman 1994 175,000<F1> 8,750 12,631<F2>
of the Board and President 1993 175,000<F1> 0 17,909<F2>
of the Company and the Bank 1992 181,731<F1> 0 15,459<F2>
</TABLE>
<F1> There were 26 pay periods during 1994 and 1993, and 27 pay periods
during 1992.
<F2> The amount shown here represents the Company's contribution, on behalf
of Mr. Gumina, to a profit sharing and 401K plan.
There are no employment contracts, termination arrangements or change
in control arrangements between the Company or the Bank and any of the
executive officers.
On November 9, 1988, the Company resolved to establish the Brunswick
Bank and Trust Profit Sharing and Cash or Deferred Contribution Plan for
eligible employees. All employees of the Bank who are 21 years of age or
older and have completed one year of continuous service are eligible. The
Plan consists of employer contributions and voluntary employee
contributions. For the year ended December 31, 1994, the Company
contributed $78,254 to the Plan.
EXECUTIVE COMPENSATION REPORT
The following report was prepared by the Board of Directors of
Brunswick Bancorp.
Brunswick Bank and Trust is the primary subsidiary of Brunswick
Bancorp. The compensation of senior officers of the Bank is determined by,
or under the direction of, the full Board of Directors of the Bank. While
the Board of Directors of the Bank may set compensation itself, or act
through its Compensation Committee, which is currently composed of Carmen
J. Gumina, President of the Bank, and Bruce Arbeiter, a non-management
director of the Bank, actual practice in recent years has been for the
Bank's President to set compensation for all senior officers, including
himself, subject to the Board's right to modify or rescind his decisions.
In determining the compensation of each senior officer for 1994, Mr.
Gumina based his decisions on the particular officer's responsibilities,
background and prior year's performance, as well as the performance of the
Bank as a whole and the performance anticipated from the officer during
1994. The Board of Directors of the Bank did not modify or rescind any
compensation decisions made by Mr. Gumina with respect to 1994.
During 1994, Mr. Gumina's base compensation was set at $175,000 per
year, a rate unchanged from 1992. This rate was based on Mr. Gumina's
responsibilities, background and performance, and the performance of the
Bank as a whole.
The Bank has a profit sharing and 401K plan for which all employees,
including executive officers, are eligible for participation. Vested
contributions under this plan are one way in which executive compensation
is related to the performance of the Bank as a whole. In 1994, executive
officers of the Bank as a group received a total of $19,010 under the plan.
THE BOARD OF DIRECTORS OF BRUNSWICK BANCORP
Bruce Arbeiter Carmen J. Gumina John Maltese
Joseph DeMarco Josephine Gumina Frederick H. Perrine
Dominick Faraci Michael Kaplan Gennaro Russo
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Among those who served on the board of directors of the Company during
1994 and thus were ultimately responsible for setting executive officer
compensation, Mr. Gumina is himself an executive officer of the Company.
Mr. Gumina and his associates were customers of and had transactions
with the Bank in the ordinary course of business during the year ended
December 31, 1994. Similar transactions may be expected to take place with
the Bank in the future. Outstanding loans and commitments made by the Bank
in transactions with Mr. Gumina and his associates 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 did not involve more than a normal risk of collectability or present
other unfavorable features.
The Bank leases one of its operating locations from Cardal Associates.
Carmen J. Gumina, President and Chairman of the Board of the Company, is
the sole principal in Cardal Associates. Rent paid to Cardal Associates by
the Bank totalled $259,727 for the year ended December 31, 1994. The
Company anticipates a rental amount relatively unchanged for 1995.
Certain loans and loan participations are sold to Anpol Associates, an
entity in which Carmen J. Gumina, President and Chairman of the Board of
the Company, owns a 33% interest. As of December 31, 1994, loans and loan
participations sold to Anpol Associates totalled $539,116. The Company has
no specific plans for additional sales to Anpol Associates during 1995.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company has had, and may be expected to have in the future,
transactions with directors, principal officers, their immediate families,
and affiliated companies in which directors are principal stockholders
(commonly referred to as related parties). The Bank has made loans to its
directors and officers and their associates. All such loans (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 the normal risk of collectability or present other
unfavorable features. Other material transactions are described above
under the caption "Compensation Committee Interlocks and Insider
Participation."
PERFORMANCE GRAPH
This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 1989 in: (a) Brunswick Bancorp common
stock; (b) the Standard & Poor's (S&P) 500 Stock Index; and (c) Keefe,
Bruyette & Woods, Inc. KBW Eastern Region Sub-Index. The graph is
calculated assuming that all dividends are reinvested during the relevant
periods. The graph shows how a $100 investment would increase or decrease
in value over time, based on dividends, (stock or cash) and increases or
decreases in the market price of the stock.
INDEX OF TOTAL RETURNS
BASED ON DIVIDENDS AND MARKET PRICE OF STOCK -
DOES NOT REFLECT EARNINGS PERFORMANCE
Table of Total Return Indices
1989 1990 1991 1992 1993 1994
------- ------ ------ ------ ------ -------
Brunswick Bancorp $100.00 $58.82 $43.25 $43.25 $77.23 $111.21
S&P 500 100.00 96.89 126.41 136.04 149.75 151.73
Eastern Region Sub-Index 100.00 61.63 108.38 149.86 155.09 138.56
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ferraro, Wood & Company, Certified Public Accountants, has
served as the Bank's independent public accountants since 1978. Selection
of the Company's independent public accountants for the 1995 fiscal year
will be made by the Board of Directors subsequent to the Annual Meeting.
A representative of Ferraro, Wood & Company will be present at the
Annual Meeting to be available to answer appropriate questions and will
have the opportunity to make a statement if he so desires.
SHAREHOLDER PROPOSALS
Proposals of shareholders which are eligible under the rules of the
Securities and Exchange Commission to be included in the Company's 1996
proxy material must be received by the Secretary of the Company no later
than December 13, 1995.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may
come before the annual meeting. However, in the event such other matters
come before the meeting, it is the intention of the persons named in the
proxy to vote on any such matters in accordance with the recommendations of
the Board of Directors.
Shareholders are urged to sign the enclosed proxy, which is solicited
on behalf of the Board of Directors, and return it to the Company in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Carmen J. Gumina
Chairman of the Board and President
New Brunswick, New Jersey
April 12, 1995
A copy of the Company's annual report on Form 10-K (except exhibits)
filed with the Securities and Exchange Commission will be furnished to any
shareholder upon written request addressed to Mr. Thomas Fornale,
Secretary, Brunswick Bancorp, 439 Livingston Avenue, New Brunswick, New
Jersey 08901.
<PAGE>
APPENDIX 1 - PROXY CARD
P R O X Y BRUNSWICK BANCORP
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 15, 1995
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Richard M. Brand and Jack Mula, and
each of them, as Proxy, with full power of substitution, to vote all of the
stock of BRUNSWICK BANCORP standing in the undersigned's name at the Annual
Meeting of Shareholders of Brunswick Bancorp, to be held at the branch
office of Brunswick Bank and Trust Company, 439 Livingston Ave., New
Brunswick, N.J., on Tuesday, April 25, 1995, at 3:00 p.m., and at any
adjournment thereof. The undersigned hereby revokes any and all proxies
heretofore given with respect to such meeting.
This proxy will be voted as specified below. If no choice is
specified, the proxy will be voted FOR the nominees for Director listed
below.
The Board of Directors recommends a vote FOR the nominees listed on
the Proxy Statement.
1. ELECTION OF 9 DIRECTORS.
/ / FOR the nominees listed below (except as marked to the
contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
BRUCE ARBEITER, JOSEPH DeMARCO, DOMINICK FARACI, CARMEN J. GUMINA,
JOSEPHINE GUMINA, MICHAEL KAPLAN, JOHN MALTESE, FREDERICK PERRINE, GENNARO
RUSSO.
Instructions: To withhold authority to vote for any individual
nominee(s) write that nominee's name on the following line:
__________________________________________________________________________
(OVER)
2. In their discretion, upon other matters as may properly come before the
meeting.
DATED: _____________________________, 1995
__________________________________________
Signature
__________________________________________
Signature
(Please sign exactly as your name appears. When signing as an
executor, administrator, guardian, trustee or attorney, please
give your title as such. If signer is a corporation, please sign the full
corporate name and then an authorized officer should
print his name and title below his signature. If the shares
are held in joint name, all joint owners should sign.)
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
APPENDIX 2 - INFORMATION ON GRAPH
Pursuant to Item 304 of Regulation S-T, this is to inform the reader
that the paper version of this document contains a "performance graph," a
narrative description of which appears in this electronic document under
the caption "Performance Graph."
