SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
GREATER COMMUNITY BANCORP
................................................................................
(Name of Registrant as Specified In Its Charter)
n.a
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 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>
GREATER COMMUNITY BANCORP
55 Union Boulevard
Totowa, New Jersey 07512
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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TIME......................... 4:00 p.m. on Tuesday, April 20, 1999
PLACE........................ 55 Union Boulevard
Totowa, New Jersey 07512
ITEMS OF BUSINESS............ 1. To elect members of the Board of
Directors, whose terms are described in
the Proxy Statement.
2. To transact such other business as may
properly come before the Meeting and any
adjournment thereof.
RECORD DATE.................. Holders of Common Shares of record at the
close of business on March 1, 1999 are
entitled to vote at the Meeting.
ANNUAL REPORT................ The Company's 1998 Annual Report, which is not
a part of the proxy soliciting material, is
enclosed.
PROXY VOTING................. It is important that your Shares be
represented and voted at the Meeting. You can
vote your Shares by marking, signing, dating
and returning the enclosed proxy card in the
postage-paid envelope furnished for that
purpose. The enclosed proxy is solicited by
the Company's Board of Directors, which
requests that you promptly complete and mail
the proxy card so that a quorum will be
established for the Meeting without further
expense to the Company. Any proxy may be
revoked in the manner described in the
accompanying Proxy Statement at any time prior
to its exercise at the Meeting. Stockholders
are cordially invited to attend the Meeting in
person. If you attend the Annual Meeting and
vote in person, the enclosed Proxy Card will
not be used.
By order of the Board of Directors,
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 17, 1999
<PAGE>
GREATER COMMUNITY BANCORP
55 Union Boulevard
Totowa, New Jersey 07512
973-942-1111
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PROXY STATEMENT FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
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These proxy materials are furnished in connection with the solicitation by
the Board of Directors of Greater Community Bancorp (the "Company"), a New
Jersey corporation, of proxies to be voted at the Company's 1999 Annual Meeting
of Stockholders (the "Annual Meeting" or "Meeting"), including any adjourned
meeting.
You are cordially invited to attend the Meeting on Tuesday, April 20, 1999
beginning at 4:00 p.m. E.S.T. The Meeting will be held at the Company's
headquarters at 55 Union Boulevard, Totowa, New Jersey 07512.
The Company's 1998 fiscal year began on January 1, 1998 and ended on
December 31, 1998. All references in this Proxy Statement to the year 1998 or
fiscal 1998 refer to that twelve-month period.
This Proxy Statement and accompanying forms of proxy and voting
instructions are first being mailed on or about March 17, 1999 to stockholders
of record on March 1, 1999 (the "Record Date").
Purpose of the Annual Meeting
The election of directors is the only matter which will be presented at the
Annual Meeting to be considered and voted upon (see "ELECTION OF DIRECTORS"
below). At the date this Proxy Statement went to press, the Company did not
anticipate that any other matters would be raised at the Meeting.
Proxies
Because many stockholders cannot attend the Meeting in person, it is
necessary that a large number be represented by proxy. The proxies solicited by
the Board of Directors will be voted in accordance with the directions given
therein. If no instructions are indicated on a properly executed proxy, the
Shares represented by that proxy will be voted as recommended by the Board of
Directors. The proxy confers discretionary authority on the persons named in the
proxy to vote with respect to the election of any person as director where the
nominee is unable to serve or for good cause will not serve, and with respect to
matters incident to the conduct of the Annual Meeting. If any other business is
presented at the Meeting, including, among other things, consideration of a
motion to adjourn the Meeting to another time or place, the persons named as
proxies and acting thereunder will have discretion to vote on those matters
according to their best judgment to the same extent as the person delivering the
proxy would be entitled to vote.
You may revoke your proxy at any time before it is exercised by writing to
the Corporate Secretary, by timely delivery of a properly executed, later-dated
proxy, or by voting by ballot at the Meeting. Unless so revoked, the Shares
represented by properly executed proxies will be voted at the Annual Meeting and
all adjournments thereof. Your mere presence at the Meeting will not revoke your
proxy.
<PAGE>
Stockholders Entitled to Vote
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, $0.50 par value per share ("Common Stock"). Holders of
Common Stock at the close of business on the Record Date are entitled to notice
of and to vote at the Annual Meeting or any adjournments thereof. On December
31, 1998, 5,329,566 shares of Common Stock ("Shares") were outstanding. Only
stockholders of record may vote Shares. If you own Shares through a bank, broker
or other holder of record ("nominee"), such nominee should provide you with
voting instructions. Please sign and return those instructions promptly to
assure that your Shares will be represented at the Meeting. In accordance with
New Jersey law, a list of stockholders entitled to vote at the Meeting will be
available at the Meeting and will be subject to inspection by any stockholder
for reasonable periods during the Meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of the
Shares entitled to vote generally for the election of directors is necessary to
constitute a quorum at the Meeting. Each Share is entitled to one vote on each
matter to come before the Meeting. Abstentions and broker "non-votes" are
counted as present and entitled to vote for purposes of determining a quorum. A
broker "non-vote" occurs when a nominee holding Shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
A plurality of the votes duly cast is required for the election of
directors (i.e., the nominees receiving the greatest number of votes will be
elected). Votes withheld and broker "non-votes" are not counted for purposes of
the election of directors.
The affirmative vote of the holders of a majority of the Shares present in
person or represented by proxy and entitled to vote at the Meeting is required
to approve any other matters to be acted upon at the Meeting. An abstention is
counted as a vote against any such other matters, but a broker "non-vote" is not
so counted.
Principal Stockholders
The Company knows of no individual or group which beneficially owned more
than 5% of the Common Stock on the Record Date, other than John L. Soldoveri, a
director of the Company. Details of his beneficial stock ownership, and that of
other directors and executive officers of the Company, as of December 31, 1998
are set forth below (see "SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS").
Multiple Copies of Annual Report
The Company's 1998 Annual Report to Stockholders, including financial
statements, has been mailed to stockholders with these proxy materials. If more
than one copy of the Annual Report was sent to your address and you wish to
reduce the number of reports you receive and save the Company the cost of
producing and mailing these reports, we will discontinue the mailing of reports
on the accounts you select. At least one account at your address must continue
to receive the Annual Report. Mailing of dividends, dividend reinvestment
statements, proxy materials and special notices will not be affected by your
election to discontinue multiple mailings of the Annual Report. To discontinue
or resume the mailing of an Annual Report to an account, write to the Corporate
Secretary c/o the Company at P.O. Box 269, 55 Union Boulevard, Totowa, NJ
07511-0269, or call Jeannette Chardavoyne at 1-973-942-1111, ext. 1033.
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If you own Common Stock through a bank, broker or other holder of record
and receive more than one of the Company's Annual Reports, contact the holder of
record to eliminate duplicate mailings.
Cost of Proxy Solicitation
The Company will bear the costs of soliciting proxies. Proxies may be
solicited on the Company's behalf by directors, officers or employees of the
Company (without compensation other than their regular compensation) in person
or by telephone, facsimile or other electronic means. In accordance with SEC
regulations, the Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for their reasonable expenses incurred in sending
proxies and proxy materials to beneficial owners of Common Stock.
Stockholder Account Maintenance
The Company's transfer agent is First City Transfer Company. All
communications concerning accounts of stockholders of record, including address
changes, name changes, inquiries as to requirements to transfer Common Stock and
similar issues can be handled by writing to First City Transfer Company, P.O.
Box 170, Iselin, NJ 08830 Attn: Ms. Kathy Zaleski, or call at 1-732-906-9227,
ext. 14.
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GOVERNANCE OF THE COMPANY
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Under the New Jersey Business Corporation Act and the Company's Bylaws, the
Company's business, property and affairs are managed under the direction of the
Board of Directors. Members of the Board are kept informed about the Company's
business through discussions with the chairman and officers, by reviewing
materials provided to them and by participating in meetings of the Board and its
committees.
The Board meets monthly on a regular basis and may also have special
meetings. During fiscal 1998 the full Board held 12 meetings and the committees
held a total of 45 meetings. No director attended fewer than 75% of the total
number of meetings held during fiscal 1998 of the full Board and committees on
which he served.
Committees of the Board of Directors
During fiscal 1998 the Board of Directors had five ongoing committees: the
Executive Committee, the Management Coordinating Committee, the Audit Committee,
the Insurance Committee and the Stock Option Committee.
The Executive Committee is comprised of the Chairman, the Vice Chairman,
the President and three additional members proposed by the Chairman and
appointed by the Board. The Executive Committee may exercise the powers of the
full Board in the management of the Company's business and affairs, except for
major actions such as Bylaw amendments, unless otherwise provided by a
resolution of a majority of the whole Board. The Executive Committee met 12
times during 1998.
The Management Coordinating Committee is comprised of the Vice Chairman,
the President and such additional members as are recommended by the Chairman and
approved by the Board. This Committee's
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duties are to coordinate the management and operations of the Company's
subsidiaries and to recommend, to the full Board and the Executive Committee,
policies relating to the operation of the subsidiaries, with a view to providing
uniformity where appropriate. This Committee met 31 times during 1998.
The Audit Committee meets with management to consider the adequacy of the
Company's internal controls and the objectivity of its financial reporting. The
Audit Committee also meets with the independent auditors and appropriate Company
financial personnel and internal auditors regarding these matters. The Committee
recommends to the Board the appointment of the independent auditors and reviews
and approves in advance for each year the audit and nonaudit services and fees
of such auditors. Both the internal auditors and the independent auditor
regularly meet privately with the Audit Committee and have unrestricted access
to it. The Committee reviews matters relating to corporate financial reporting
and accounting policies and procedures. It also reports its findings on any of
the above to the Board of Directors, as appropriate. The Audit Committee met
twice during 1998.
The Insurance Committee reviews the Company's insurance needs and approves
insurance policies issued to the Company. This committee met once in 1998.
The Stock Option Committee grants options under, and otherwise administers,
the 1996 Employee Stock Option Plan. This Committee also makes recommendations
to the Board concerning matters relating to other stock options which may be
granted by the Company. Such Committee met twice during 1998.
Six of the Company's directors served as directors of Great Falls Bank. In
that capacity various Board members also served on committees of Great Falls
Bank's Board of Directors and through these committees coordinated the functions
of the Company and Great Falls Bank. During 1998, committees of Great Falls
Bank's Board included the Audit, Loan, Personnel, Business Development and
Marketing, Investment, and Security and Insurance Committees.
Similarly, three of the Company's directors served as directors of Bergen
Commercial Bank and in that capacity served on committees of its Board of
Directors. During 1998, committees of Bergen Commercial Bank's Board included
the Audit/Examining, Executive, Investment/Financial, Loan,
Personnel/Compensation, and Marketing Committees.
Compensation of Directors
The Company compensates its nonemployee directors through a combination of
cash fees based on directors meetings attended and the grant of stock options.
Nonemployee directors are also compensated for attending meetings of the
respective Boards of the subsidiary banks of which they are directors.
During fiscal 1998 the Company's nonemployee directors were compensated for
services rendered in that capacity at the rate of $350 per meeting attended,
$150 for each meeting of the Executive Committee and $75 for the Audit
Committee. In addition, each director of each Bank was paid a stipend of $2,000
at the beginning of 1998. The Company paid a total of $38,275 to its nonemployee
directors for 1998 in that capacity. Fees for 1999 have been set at $450 per
regular board meeting attended and $200 per committee meeting attended.
During 1998 Great Falls Bank's nonemployee directors were compensated $350
for each meeting of the Board of Great Falls Bank attended, $100 for each Loan
Committee meeting attended, and $75 per meeting attended of each other committee
of Great Falls Bank's Board. Great Falls paid a total of $73,525 in directors
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fees during 1998 to all nonemployee directors of Great Falls for acting in those
capacities, of which $36,450 was paid to those Bank directors who are also
nonemployee directors of the Company. 1999 fees have been set at $450 per
regular meeting attended and $200 for each other committee meeting attended.
During 1998 Bergen Commercial Bank's nonemployee directors were compensated
$350 for each Board meeting attended. Such bank directors were also compensated
$100 for each Loan Committee Meeting and $75 per other committee meeting
attended. Bergen Commercial paid a total of $41,500 in directors fees during
1998 to all of its nonemployee directors for acting in those capacities, of
which $18,100 was paid to those Bank directors who are also nonemployee
directors of the Company. 1999 fees have been set at $450 per regular meeting
attended and $200 for each other committee meeting attended.
No stock options were granted to nonemployee directors during 1998. During
1998, certain directors exercised some of the stock options granted to them
before 1998. The following table summarizes cash compensation earned during 1998
by the Company's directors other than Messrs. Soldoveri, Irwin and Campbell.
(Stock option information regarding those three executive directors is presented
in the tables below regarding executive compensation--see "Executive
Compensation and Other Benefits.") Meeting fees primarily include fees paid for
attending meetings of the Company, its bank subsidiaries and committees thereof.
The table also provides information about the dollar value which certain
directors realized upon the exercise during 1998 of stock options, calculated as
the difference between the value of shares subject to the exercised options
(using the mean between the closing bid and asked prices per share of the Common
Stock on the date of exercise as reported on the NASDAQ National Market System)
and the aggregate amount paid to the Company upon exercise. The table also
presents information about options held at the end of 1998.
DIRECTOR COMPENSATION FOR FISCAL 1998
<TABLE>
<CAPTION>
Number of Shares Dollar Value of
Underlying Unexercised in-the-
Unexercised Options Money Options at Fiscal
Cash Compensation at Fiscal Year End Year End (1)
------------------------------------- ----------------- -----------------
Value Realized
on Exercise
Meeting of Stock Exercisable (E)/ Exercisable (E)/
Name Fees & Other ($) Options ($) Unexercisable (U) Unexercisable (U)
---- ---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
580(E) $ 2,881(E)
M. A. Bramante $ 11,175 -0- 6,390(U) $ 31,742(U)
14,520(E) $ 72,128(E)
Anthony M. Bruno, Jr $ 33,550(2) -0- 106,480(U) $528,939(U)
870(E) $ 4,322(E)
Robert J. Conklin $ 9,575 -0- 6,930(U) $ 34,425(U)
William T. Ferguson $ 9,700 3,017 6.390(U) $ 31,742(U)
Joseph A. Lobosco $ 14,475 $2,845 6,389(U) $ 31,737(U)
870(E) $ 4,322(E)
Alfred R. Urbano $ 6,025 -0- 6,930(U) $ 34,425(U)
870(E) $ 4,322(E)
Charles J. Volpe $ 15,375 -0- 6,930(U) $ 34,425(U)
</TABLE>
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(1) All unexercised options were "in-the-money" at the end of 1998. The
year-end values of such options have been calculated as the difference
between (a) $11.9375, the value of shares subject to such options using the
mean between the closing bid and asked prices per share of the Common Stock
on December 31, 1998, as quoted by the NASDAQ National Market System, and
(b) the aggregate price payable on exercise of the options.
(2) Includes $15,000 annual stipend.
Certain Relationships and Related Transactions
The building in which the Company's offices and Great Falls Bank's main
branch are situated is owned by Anjo Realty, a partnership in which Mr.
Soldoveri, the Company's Chairman of the Board and Chief Executive Officer, has
a 51% interest, and Mr. Bruno, the Company's Vice Chairman, has a 14% interest.
The leased premises increased to 15,069 square feet during 1998. The rent paid
in 1998 was $215,081. The current annual rent is $226,035, as a result of the
increase in leased premises during 1998.
The Company provides a liability insurance policy for the officers and
directors of the Company and its bank subsidiaries. Coverage is provided by a
policy issued by a major insurance company in the aggregate amount of
$3,000,000, with a standard deductible amount per claim. The policy also insures
the Company against amounts paid by it to indemnify directors and officers. The
1998 premium for the policy was $20,699.
Directors and officers of the Company and their associates were customers
of and had transactions with both Great Falls Bank and Bergen Commercial Bank
during 1998, and it is expected that they will continue to have such
transactions in the future. All deposit accounts, loans and commitments
comprising such transactions were made in the ordinary course of business of the
respective subsidiary banks on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and in the opinion of management did not
involve more than normal risks of collectibility or present other unfavorable
features. At December 31, 1998, the total amount of loans outstanding from Great
Falls Bank and Bergen Commercial Bank to the executive officers and directors of
the Company was $3,864,424, which represented 12% of the Company's consolidated
stockholders' equity on that date. At that date, Great Falls Bank and Bergen
Commercial Bank in the aggregate also had commitments to extend credit under
revolving lines of credit, totaling $744,254 at various rates, to the Company's
directors, executive officers and their affiliates.
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SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS
The following table sets forth information concerning beneficial ownership
of Common Stock on December 31, 1998 by each director and executive officer of
the Company and by such persons as a group. All such persons have an address c/o
the Company at P.O. Box 269, 55 Union Boulevard, Totowa, New Jersey 07511-0269.
All shares of a named person are deemed to be subject to that person's sole
voting power and sole investment power unless otherwise indicated.
<TABLE>
<CAPTION>
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership* Percent of Class*
---------------- --------------------- -----------------
<S> <C> <C>
M. A. Bramante 149,490 (a) 2.80%
Anthony M. Bruno, Jr. 75,282 (b) 1.40%
C. Mark Campbell 98,904 (c) 1.85%
Robert J. Conklin 133,598 (d) 2.51%
William T. Ferguson 51,658 (e) 0.97%
George E. Irwin 148,559 (f) 2.77%
Joseph A. Lobosco 58,053 (g) 1.09%
John L. Soldoveri 484,206 (h) 9.08%
Alfred R. Urbano 226,336 4.25%
Charles J. Volpe 64,588 (i) 1.21%
Naqi A. Naqvi 12,288 (j) 0.23%
All directors and executive officers
as a group (11 in number including
individuals named above). 1,502,962 (a)-(k) 27.70%
</TABLE>
(*) Based on 5,329,566 shares issued and outstanding on December 31, 1998.
Beneficially owned shares also includes shares (I) owned by a spouse, minor
children or by relatives sharing the same home, (ii) owned by entities
owned or controlled by the named person, and (iii) with respect to which
the named person has the right to acquire such shares within 60 days by the
exercise of any right or option. In accordance with SEC beneficial
ownership computation rules, the percentage of common stock beneficially
owned by a person or group assumes the exercise of options held by such
person or group but the nonexercise of options held by all other persons.
(a) Includes 25,796 shares held by Dr. Bramante's wife and 1,450 shares subject
to stock options.
(b) Includes 29,040 shares subject to stock options, 10,912 shares held in IRA
and 8,652 shares held by Mr. Bruno's wife.
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(c) Includes 23,222 shares held subject to stock options, 21,920 shares held in
the Company's 401K Plan, 4,560 shares held in Mr. Campbell's IRA and 4,463
shares held jointly with a family member. Also includes 3,481 shares held
by a trust of which Mr. Campbell is a trustee; Mr. Campbell disclaims
beneficial ownership of all of the shares held by such trust.
(d) Includes 46,108 shares held by a corporation, 10,120 shares owned by Mr.
Conklin's wife, and 1,740 shares subject to stock options.
(e) Includes 4,682 shares owned as custodian for a child, 4,624 shares owned by
a corporation of which Mr. Ferguson is a stockholder, and 870 shares
subject to stock options. Mr. Ferguson disclaims beneficial ownership of
one-half of the shares held by the corporation, or 2,312 shares.
(f) Includes 31,814 shares subject to stock options, 13,268 shares held jointly
with Mr. Irwin's wife, 7,953 shares held in the Company's 401K Plan, and
3,138 shares owned by a corporation.
(g) Includes 19,462 shares owned by Mr. Lobosco's wife and 870 shares subject
to stock options.
(h) Includes 80,400 shares owned by Mr. Soldoveri's wife and 1,740 shares
subject to stock options. Also includes 10,454 shares owned by a charitable
foundation of which Mr. Soldoveri is a director; Mr. Soldoveri disclaims
beneficial ownership of all shares owned by such foundation.
(i) Includes 1,740 shares subject to stock options and 3,300 shares held by a
partnership. Mr. Volpe disclaims beneficial ownership of one-half or 1,650
shares held by such partnership.
(j) Includes 3,380 shares subject to stock options held by Mr. Naqvi.
(k) The total for all directors and executive officers includes 95,866 shares
subject to stock options.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports of holdings and transactions in
Common Stock with the SEC. Based on Company records and other information, the
Company believes the directors and executive officer indicated in the following
table failed to file on a timely basis one or more reports which they were
required to file with respect to transactions in Common Stock during fiscal 1998
(or earlier to the extent not included in the 1998 Proxy Statement). The Company
is not aware of any failure to file a required Form.
Name of Reporting Person No. of Late Reports No. of Transactions
------------------------ ------------------- -------------------
Anthony M. Bruno, Jr. 1 1
Robert J. Conklin 2 2
William T. Ferguson 1 1
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Relationship with Independent Public Accountants
The Company has not selected a principal accountant for fiscal 1999 because
the engagement of the principal accountant for fiscal 1998 has not yet been
completed. Grant Thornton LLP has acted as the Company's principal accountant
for 1996 through 1998. It is expected that a representative of Grant Thornton
LLP will be present at the Annual Meeting, that the representative will have the
opportunity to make a statement if he desires to do so and that he will be
available to respond to appropriate questions.
Stockholder Proposals
Stockholders of publicly-held companies make proposals from time to time
for consideration by stockholders, although no such proposals have been made in
the past for presentation to the Company's stockholders. Some proposals may be
withdrawn by the proponent or are otherwise excludable. Any stockholder who
intends to present a proposal at the annual meeting in the year 2000, and who
wishes to have the proposal included in the Company's proxy statement for that
meeting, must deliver the proposal to the Corporate Secretary at the above
address, not later than November 15, 1999. All proposals must meet the
requirements set forth in the rules and regulations of the SEC in order to be
eligible for inclusion in the proxy statement for that meeting.
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ELECTION OF DIRECTORS
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The Board of Directors is divided into three classes whose terms expire at
successive annual meetings. The number of directors in each class is to consist,
as nearly as may be, of one-third of the number of directors constituting the
whole Board. For the coming year the Board of Directors has fixed the total
number of directors at ten. Four persons are to be elected at the Meeting for
three-year terms, to succeed four of the present directors whose terms expire at
the Meeting. The terms of the remaining six directors will continue beyond the
Meeting. The Board has proposed the following nominees, all of whom are members
of the present Board, for election as directors at the Meeting:
Nominees for three-year terms expiring at the Annual Meeting in 2002:
C. Mark Campbell
Joseph A. Lobosco
John L. Soldoveri
Charles J. Volpe
The Board of Directors recommends a vote FOR the election of the above-named
nominees for election as directors.
Other nominations may be made pursuant to the Company's Bylaws, which
require, among other things, advance written notice to the Chairman of the Board
of the Company. Any such nomination shall be delivered or mailed not less than
14 days prior to the Meeting, that is, on or before April 6, 1999. However, if
less than 21 days' notice of the Meeting is given to stockholders, then such
nomination shall be mailed or delivered to
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the Chairman not later than the close of business on the seventh day following
the day on which the Notice for the Meeting was mailed.
The Company's Bylaws permit the Board of Directors to increase the number of
directors by not more than two members, and to fill the vacancies created by
such increase, between Annual Meetings of Stockholders. In the event of any such
increase in the number of directors by the Board, the terms of the directors
filling such vacancies shall be fixed by the Board in such manner as to result
in each class consisting, as nearly as may be, of one-third of the number of
directors then constituting the whole Board as so increased. A director elected
by the Board to fill a vacancy created in such manner will serve only until the
next Annual Meeting of Stockholders, at which time the stockholders will elect
such director's successor for the succeeding term, or if applicable, for the
remaining portion of the full term previously fixed by the Board. The Board of
Directors has no plans at the present time to make any such increase and fill
vacancies prior to the Meeting.
The persons named as proxies in the Proxy Cards solicited by the Board will
vote for the election of the four nominees named in this Proxy Statement. If any
nominee is unable to serve, the Shares represented by all properly executed
proxies which have not been revoked will be voted for the election of such
substitute as the Board may recommend or the size of the Board may be reduced to
eliminate the vacancy. At this time the Board knows of no reason why any nominee
might be unable to serve.
The following pages describe the principal occupation, age as of the Record
Date and certain other information regarding each nominee for election as a
director at the Meeting and other directors whose terms of office will continue
after the Meeting.
Nominees for Terms Expiring in 2002
C. Mark Campbell, Director and Executive Vice President of the Company
since 1995; Director, President and Chief Executive Officer of Bergen Commercial
Bank since 1987. Member of Management Coordinating Committee. Mr. Campbell is
Mr. Bruno's brother-in-law. Age: 48.
Joseph A. Lobosco Director of both the Company and Great Falls Bank since
1990. Member of Insurance Committee. Retired at the end of 1994 as Senior
Partner of Joseph Lobosco & Sons (insurance agency) of which he had been a
partner since 1961. Age: 64.
John L. Soldoveri, Chairman of the Board of Directors and Chief Executive
Officer of the Company; President of the Company from 1985 until the end of
1995; a founding director of both the Company and Great Falls Bank since 1985.
Member of Executive Committee, Audit Committee and Insurance Committee.
President of both Soldoveri Agency and Rhodes Agency, Inc. (real estate
brokerage and insurance agencies) for many years until 1991, Vice President of
both since 1991. Controlling partner of Anjo Realty (real estate investments)
since 1980, and active investor in real estate, directly and through various
entities. Mr. Soldoveri is Mr. Bruno's uncle. Age: 74.
Charles J. Volpe, Director of the Company since 1995; director of Bergen
Commercial Bank since 1987. Member of Audit Committee and Stock Option
Committee. Chief executive officer, J.P. Patti Company (roofing). Age: 61.
10
<PAGE>
Directors Whose Terms Will Expire in 2000
M. A. Bramante, a founding director of both the Company and Great Falls
Bank since 1985. Chairman of Audit Committee; Member of Executive Committee and
Stock Option Committee. Retired orthodontist-- formerly President of M.A.
Bramante, D.D.S., P.A., 1960-1996. Age: 66.
Robert J. Conklin, a founding director of both the Company and Great Falls
Bank since 1985. Member of Executive Committee and Stock Option Committee.
President, Crystal Accel (electronics). President, The Conklin Corporation
(construction and engineering), 1960-1996. Age: 60.
William T. Ferguson, a founding director of both the Company and Great
Falls Bank since 1985. Member of Stock Option Committee. Owner, Siam Garden
Restaurant, Boca Raton, Florida, since 1997. Vice President, Ted Car, Inc. (auto
wholesaler) since 1977. Age: 56.
Directors Whose Terms Will Expire in 2001
Anthony M. Bruno, Jr., Director and Vice Chairman of the Board of Directors
of the Company since 1995; Chairman of the Board of Bergen Commercial Bank since
1987; a founding director of the Company and Great Falls Bank in 1985, positions
from which he resigned in 1987 when Bergen Commercial Bank was formed. Member of
Executive Committee, Management Coordinating Committee, Audit Committee and
Insurance Committee. Senior Partner, Bruno, DiBello & Co., L.L.C. (Certified
Public Accountants). Minority partner in Anjo Realty (real estate investments).
Mr. Bruno is a nephew of Mr. Soldoveri and is Mr. Campbell's brother-in-law.
Age: 44.
George E. Irwin, Director of both the Company and Great Falls Bank since
1987; President and Chief Operating Officer of the Company since 1995; Vice
President of the Company, 1987-1995; President and Chief Executive Officer of
Great Falls Bank since 1987; Executive Vice President, Treasurer, and Senior
Loan Officer of Great Falls Bank during 1986. Member of Executive Committee and
Management Coordinating Committee. Age: 55.
Alfred R. Urbano, Director of the Company and Great Falls Bank from 1986
through mid-1997 and 1998- present. President, Rubicon Realty Corp. (real estate
investment) since 1980. Age: 52.
Executive Officers
The following table provides certain information about the Company's
current executive officers.
<TABLE>
<CAPTION>
Year First Elected
Age as of to
Name Office Record Date Current Office
---- ------ ----------- --------------
<S> <C> <C> <C>
John L. Soldoveri Chairman and Chief Executive Officer 74 1985
Anthony M. Bruno, Jr. Vice Chairman 44 1995
George E. Irwin President and Chief Operating Officer 55 1995
C. Mark Campbell Executive Vice President 48 1995
Naqi A. Naqvi Treasurer 42 1987
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
Executive Compensation and Other Benefits
- --------------------------------------------------------------------------------
Summary Compensation Table
The following table summarizes compensation during the years ended December
31, 1998, 1997 and 1996 earned by or awarded to the Company's Chief Executive
Officer and its other executive officers whose total salary and bonus in 1998
exceeded $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
- ---------------------------------------------------------------------------------------------------------------- ---------------
Salary Bonus Other Annual Stock Options
Name and Principal Position in 1998 Year ($) ($) Compensation ($) Awarded (#)(1)
----------------------------------- ---- --- --- ---------------- --------------
<S> <C> <C> <C> <C> <C>
1998 -- -- 27,525 (2) -0-
JOHN L. SOLDOVERI 1997 -- -- 70,987 (2) -0-
Chairman and CEO of the Company 1996 -- -- 32,035 (2) 7,260
GEORGE E. IRWIN 1998 176,538 -- 120,157 (3) 4,000
President and COO of the Company and 1997 157,500 -- 111,286 (3) -0-
President and CEO of Great Falls Bank 1996 149,997 -- 36,509 (3) 96,800
C. MARK CAMPBELL
Executive Vice President of the Company 1998 154,000 -- 46,511 (4) 4,000
and President and CEO of Bergen 1997 149,827 -- 53,765 (4) -0-
Commercial Bank 1996 140,000 -- 45,431 (4) 96,800
</TABLE>
(1) The numbers of shares underlying stock options awarded in 1996 have been
adjusted to reflect subsequently paid stock dividends and stock split.
(2) Primarily represents fees paid for attendance at meetings of the Board of
Directors of Great Falls Bank and committees of that Board. Also includes
stipends aggregating $12,000, $14,000, and $12,000 during 1998, 1997 and
1996, respectively, and compensation of $-0-, $41,112, and $7,810,
respectively, realized upon exercise of stock options during those years.
(3) Includes employer contributions on behalf of Mr. Irwin to 401K Plan
($28,231 for 1998, $24,543 for 1997 and $23,351 for 1996). Also includes
auto allowances aggregating $10,800 for 1998, 10,800 for 1997 and $10,350
for 1996; term life insurance benefits valued at $3,432 for 1998, $2,016
for 1997 and $2,358 for 1996; and compensation of $77,693 realized on
exercise of stock options in 1998 and $73,926 in 1997.
(4) Comprised of $-0-, $10,017 and $7,112 for 1998, 1997 and 1996,
respectively, realized on exercise of options to purchase Common Stock;
auto allowances of $10,800 for 1998, $10,800 for 1997 and $9,000 for 1996;
life insurance benefits valued at $10,504 for 1998, $9,781 for 1997 and
$9,163 for 1996; and employer contributions of $25,207, $23,166 and
$20,156, respectively, to 401K Plan on Mr. Campbell's behalf.
12
<PAGE>
Option Grants During 1998
On December 15, 1998 the 1996 Employee Stock Option Plan Committee granted
options to purchase a total of 91,950 shares of Common Stock to a total of 77
employees of the Company and its subsidiaries. The option price is
$10.375/share, the mean between the closing bid and asked prices for the Common
Stock on the date of grant as quoted on the NASDAQ National Market System. The
following table contains information about stock options granted during 1998 to
the named executive officers of the Company under the 1996 Employee Stock Option
Plan.
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------------------------------------------------
% of Total Options
Number of Securities Granted to Exercise or
Underlying Options Employees in Fiscal Base Price Expiration
Name Granted (#) (1) Year ($/share) (1) Date
---- --------------- ---- ------------- ----
<S> <C> <C> <C> <C> <C>
C. Mark Campbell 4,000 4.35% $10.375 12/31/04
George E. Irwin 4,000 4.35% $10.375 12/31/04
</TABLE>
(1) The options become exercisable at the rate of 20% per annum commencing on
January 1, 2000, are fully exercisable on January 1, 2004, and generally
lapse on December 31, 2004, subject to earlier lapse in the event of a
termination of affiliation with the Company.
Aggregated Option Exercises and Year-end Option Value
The following table sets forth information with respect to exercises of
options during 1998 by the named executive officers and unexercised options they
held on December 31, 1998.
<TABLE>
<CAPTION>
Number of Shares
Underlying Unexercised Dollar Value of Unexercised
Options at In-the-Money
Fiscal Year End Options at Fiscal Year End (1)
-------------------------------- ----------------------------------
# of Shares
Acquired on Value Exercisable (E)/ Exercisable (E)/
Name Exercise Realized ($) Unexercisable (U) Unexercisable (U)
- ---------------------- -------------------- ---------------- -------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
870 (E) $ 4,322 (E)
John L. Soldoveri n/a n/a 6,390 (U) $ 31,842 (U)
11,616 (E) $ 57,702 (E)
George E. Irwin 14,096 $77,693 95,557 (U) $505,760 (U)
11,616 (E) $ 57,702 (E)
C. Mark Campbell n/a n/a 93,184 (U) $449,271 (U)
</TABLE>
13
<PAGE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1998. The year-end values of such options have been
calculated as the difference between (a) $11.9375, the value of shares
subject to such options using the mean between the closing bid and asked
prices per share of the Common Stock at the close of business on December
31, 1998, the last business day of 1998, as quoted by NASDAQ National
Market System, and (b) the aggregate price payable on exercise of the
options.
Certain Agreements
Effective July 31, 1998, the Company and Great Falls Bank entered into an
agreement to continue Mr. Iwrin's employment as President and Chief Operating
Officer of the Company and President and Chief Executive Officer of Great Falls
Bank. The agreement provides for a term of two years at an annual base salary of
not less than $170,000, plus an auto allowance of $900 per month and certain
other benefits.
Effective at the same time, the Company and Bergen Commercial Bank entered
into an agreement to continue Mr. Campbell's employment as Executive Vice
President and the Company and President and Chief Executive Officer of Bergen
Commercial Bank. Such agreement provides for a term of two years at an annual
base salary of not less than $154,000, plus an auto allowance of $900 per month
and certain other benefits.
The annual base salaries may be increased during the terms of the
respective agreements. Both employment agreements provide for automatic annual
renewals on the anniversary of the effective date for further two-year terms. In
the event of a termination of employment without "just cause" (as defined in the
agreements), either officer would be entitled to receive, as a severance
benefits, continued payments of his then base salary for the remaining term of
his agreement, including any extensions or renewals. The severance benefit is
not payable, however, during a time that the officer competes with the Company
or his bank employer in the manner and within the geographical area described in
the agreement. Such noncompetition covenant also applies if the officers
voluntarily terminate their employment. In the event of certain terminations of
employment within 12 months after a "change of control" (as defined) of the
Company or the officer's bank employer, such officers are generally entitled to
receive twice their base annual compensation less amounts paid after the change
of control.
GREATER COMMUNITY BANCORP
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 17, 1999
14
<PAGE>
Please mark
your votes as
indicated in |X|
this example
1. Election of C. Mark Campbell,
Joseph A. Lobosco, John L. Soldoveri
and Charles J. Volpe
FOR all nominees (except as WITHHOLD AUTHORITY
provided to the contrary below) to vote for all nominees
|_| |_|
Instruction: to withhold authority for any individual nominee, write that
nominee's name here:
- --------------------------------------------------------------------------------
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any postponement
or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS APPEARING ON THIS SIDE. IF A
CHOICE IS NOT INDICATED WITH RESPECT TO ITEM 1. THIS PROXY WILL BE VOTED
"FOR" SUCH ITEM. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING OR ANY POSTPONEMENT OR
ADJOURNMENT THEREOF. THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED.
Receipt herewith of the Company's Annual Report and notice of meeting
and proxy statement dated March 17, 1999, is hereby acknowledged.
PLEASE SIGN, DATE AND MAIL TODAY
Signature(s) of Stockholder(s)____________________Date______________________1999
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this card. When signing as attorney, executor, administrator, trustee, guardian,
partner, or corporate officer please give FULL title.
FOLD AND DETACH HERE
<PAGE>
GREATER COMMUNITY BANCORP
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
for the Annual Meeting of Stockholders on April 20, 1999
The undersigned hereby appoints Toby W. Giardiello, Naqi A. Naqvi and Robin A.
Peterson, and each of them, as the undersigned's true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned at
the Annual Meeting of Stockholders of GREATER COMMUNITY BANCORP to be held at
the Corporation's headquarters located at 55 Union Boulevard, Totowa, New
Jersey, on Tuesday, April 20, 1999 at 4:00 p.m., and at any adjournment thereof,
on all matters coming before such meeting.
(Continued and to be signed on reverse side)
FOLD AND DETACH HERE
