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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 (S) 240.14a-11(c) or (S) 240.14a-12
PREMIER NATIONAL BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[LETTERHEAD OF PREMIER NATIONAL BANCORP, INC]
April 1, 2000
Dear Shareholder:
We are pleased to enclose your Notice of Annual Meeting of Shareholders,
Proxy Statement, and proxy for the Annual Meeting of Shareholders of Premier
National Bancorp, Inc. to be held on Thursday May 11, 2000, at 9:00 a.m. Eastern
Time at the Sheraton Civic Center Hotel, 40 Civic Center Plaza, Poughkeepsie,
New York.
The matters scheduled for consideration at the meeting are described in
detail in the Notice of Annual Meeting of Shareholders and the Proxy Statement.
In order to make sure that your vote is represented, please indicate your vote
on the enclosed proxy form, date and sign it, and return it in the enclosed
envelope. If you attend the meeting in person, you may revoke your proxy at the
meeting and vote in person.
We look forward to meeting our shareholders and welcome the opportunity to
discuss the business of your company with you.
Sincerely,
/s/ T. Jefferson Cunningham III /s/ John Charles VanWormer
T. Jefferson Cunningham III John Charles VanWormer
Chairman President
<PAGE>
[LETTERHEAD OF PREMIER NATIONAL BANCORP, INC]
April 1, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 2000
Dear Shareholder:
Notice is hereby given that the Annual Meeting of Shareholders of Premier
National Bancorp, Inc. will be held at the Sheraton Civic Center Hotel, 40 Civic
Center Plaza, Poughkeepsie, New York, on Thursday, May 11, 2000 at 9:00 a.m.
Eastern Time for the purpose of considering and acting upon the following
matters:
1. The election of six directors to serve a term of three years in each
case until their successors are elected and qualified; and
2. Such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
Shareholders of record of common stock at the close of business on March
31, 2000 are entitled to receive notice of, and to vote at, the Annual Meeting
and at any adjournments or postponements thereof.
Your vote is important regardless of the number of shares you own. Even
though you may plan to attend the Annual Meeting, you are requested to sign,
date and return the enclosed proxy without delay in the enclosed postage-paid
envelope. You may revoke your proxy at any time prior to the time that it is
voted. Any shareholder present at the Annual Meeting or any adjournments or
postponements thereof may revoke his or her proxy and vote personally on each
matter brought before the Annual Meeting.
If you have any questions or require assistance, please call the
undersigned at (914) 437-4418.
By Order of the Board of Directors
/s/ Robert Apple
Robert Apple
Corporate Secretary
<PAGE>
April 1, 2000
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 11, 2000
The enclosed proxy is being solicited by the Board of Directors of Premier
National Bancorp, Inc. ("Corporation" or the "Company") for use at the Annual
Meeting of shareholders to be held May 11, 2000, or at any adjournments or
postponements thereof. The Annual Meeting will be held at 9:00 a.m. Eastern Time
at the Sheraton Civic Center Hotel, 40 Civic Center Plaza, Poughkeepsie, New
York.
The proxy statement and form of proxy are being mailed to shareholders on
or about April 7, 2000.
The Board of Directors has fixed the close of business on March 31, 2000 as
the record date for determining shareholders entitled to receive notice of and
to vote at the meeting. On that date, there were 16,016,033 shares of the
Corporation's common stock, $.80 par value per share ("Common Stock"), issued
and outstanding. The holders of the Common Stock are entitled to one vote per
share. Shares may not be voted at the Annual Meeting unless the shareholder is
present or represented by proxy. The presence in person or by proxy of the
holders of a majority of the outstanding shares of Common Stock will constitute
a quorum for the transaction of business at the Annual Meeting.
All delivered and properly executed proxies will be voted at the Annual
Meeting in accordance with instructions, if any. Unless otherwise directed,
proxies will be voted in favor of the election as directors of the persons named
as nominees under "ELECTION OF DIRECTORS." The enclosed proxy is revocable at
any time prior to the actual voting of such proxy by giving notice of such
revocation, by delivering a later dated proxy or by vote of the shareholder in
person at the Annual Meeting.
PROPOSAL NUMBER 1: ELECTION OF DIRECTORS
Nominees for Director and Continuing Directors
The Bylaws of the Corporation provide that the number of directors shall be
not fewer than five nor more than twenty-five, as from time to time shall be
determined by the Board of Directors. The Board has acted to fix the total
number of directors at nineteen from the date of the Annual Meeting. The Board
of Directors is divided into three classes, as nearly equal in number as
possible. Each class serves for a three-year term. Each Director shall serve
until his successor shall have been elected and shall qualify, even though his
or her term of office has otherwise expired, except in the event of his or her
earlier resignation, removal or disqualification.
At the Annual Meeting, six nominees are to be elected as Class 2 directors
for a term of three years. The Board's nominees for these positions are named in
the table below. All of the nominees named below are now directors of the
Corporation whose terms of office will expire with this annual meeting. All of
the nominees named below have consented to being named in this Proxy Statement
and to serve if elected. The Board of Directors has no reason to believe that
any nominee will be unavailable or unable to serve as a director, but if for any
reason any
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nominee is not available or able to serve, the proxy will be voted by the
persons acting under the proxy in accordance with the recommendations of the
Board of Directors, or the size of the Board may be reduced to eliminate such
vacancy.
Under the New York Business Corporation Law, directors shall be elected by
a plurality of the votes cast at the Annual Meeting. Accordingly, the nominees
for director receiving the highest number of votes would be elected, regardless
of whether such votes constitute a majority of the shares represented at the
Annual Meeting. Broker non-votes (arising from the absence of discretionary
authority on the part of a broker-dealer to vote shares of Common Stock held in
street name for customers accounts) will be counted as present for the purpose
of determining the existence of a quorum but will not have an effect on the
outcome of the vote for the election of directors.
The Board of Directors recommends a vote "FOR" each of the Board's nominees
for election as a director of the Corporation.
The following table sets forth, for each nominee and each incumbent
director whose term will continue after the Annual Meeting, the name of such
person, his/her age on January 1, 2000, his/her principal occupation, and the
year he/she first became a director of the Corporation or a predecessor. All
nominees and continuing directors have held the position indicated or another
senior executive position with the same entity or one of its affiliates or a
predecessor corporation for at least the past five years.
Nominees for Terms to Expire in 2003
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age the Last 5 Years Since
- ---- --- -------------------------- --------
<S> <C> <C> <C>
Elizabeth P. Allen 57 Director of Guideposts, Inc. (not for 1986
profit church corporation)
Thomas C. Aposporos 47 Principal at Aposporos and Son 1988
(licensed real estate broker)
Tyler Dann 57 President, Wesfair Agency Inc. 1984
(insurance agency)
Thomas C. DeBenedictus 58 Partner, Vanacore, DeBenedictus, DiGiovanni 1998
& Weddell, LLP (accounting firm)
Lewis J. Ruge 61 Chairman and President, Ruge's Oldsmobile 1985
Inc. (automobile dealer)
Peter Van Kleeck 65 Deputy Chairman of the Corporation 1990
and Premier National Bank
</TABLE>
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Directors Continuing in Office
<TABLE>
<CAPTION>
Principal Occupation During Director Term
Name Age the Last 5 Years Since Expires
- ----- --- --------------------------- -------- -------
<S> <C> <C> <C> <C>
Robert M. Bowman 68 Retired Regional Manager, H.P. Hood 1985 2001
Inc. (dairy products)
H. Todd Brinckerhoff 66 President, Brinckerhoff & Neuville, Inc. 1984 2001
(insurance agency)
Edward vK. Cunningham 64 Chairman of the Board and President, 1984 2002
George Gale Foster Corporation (holding
company); Partner (until January 1, 1995)
and Counsel, Van DeWater & Van DeWater
(Attorneys)
T. Jefferson 57 Chairman of the Board and CEO of the 1984 2001
Cunningham III Corporation and Premier National Bank
R. Abel Garraghan 57 President, R.W. Garraghan, Inc. (real 1991 2001
holding company); Chairman of the estate
Board, Heritagenergy (home heating oil
distributor)
Richard T. Hazzard 56 President of Lyman A. Beecher, Inc. d/b/a 1986 2001
Beecher Funeral Home and Dwyer Funeral Home
Warren R. Marcus 62 President Warren Marcus Associates, Inc. 1993 2002
and WRM Equity Management, Inc. (registered
investment advisor)
Richard Novik 59 President of Clear Channel Communications, 1986 2001
International (media company);
Owner and President of WKIP Broadcasting
and Dutchess Communications from 1987 to
March 1997
John J. Page 61 President of H.G. Page and Sons (building 1986 2002
material supplier); Owner of John Page
Development Co. (property management
development company)
</TABLE>
3
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<TABLE>
<S> <C> <C> <C> <C>
Archibald A. Smith III 50 Headmaster at the Trinity Pawling School 1995 2002
(independent boys college preparatory school)
Roger W. Smith 59 President of Pawling Corporation 1992 2001
(manufacturer of rubber and plastic
products)
David A. Swinden 67 Executive Vice President of Imperial Schrade 1994 2002
Corp. (manufacturing company)
John Charles 51 President of the Corporation and Premier 1985 2000
VanWormer National Bank
</TABLE>
Board and Committees
Committees of the Corporation's Board of Directors include an Audit
Committee, a Personnel and Compensation Committee, an Executive Committee and a
Nominating Committee. Each committee is a joint committee with the Board of
Directors of Premier National Bank ("Bank").
The Audit Committee is responsible for monitoring and reviewing the systems
of internal control and the internal and external audit functions. The Audit
Committee reviews with the Corporation's independent auditor significant
accounting policies, the Corporation's compliance with laws and regulations and
assessments of the adequacy of internal controls. The Audit Committee also
monitors the audit department and the compliance department, and oversees
management's policies with respect to internal controls. The Committee also
reviews all regulatory financial filings. The committee is presently comprised
of Thomas C. DeBenedictus (Chairman), R. Abel Garraghan, Richard Novik,
Archibald A. Smith III and Warren Marcus. The Audit Committee met five times
in 1999.
The Personnel and Compensation Committee is responsible for setting and
maintaining the Company's employment policies and procedures, a performance
appraisal system, and the Company's compensation policies. See "COMPENSATION OF
EXECUTIVE OFFICERS - Personnel and Compensation Committee Report on Executive
Compensation." The committee is presently comprised of Thomas C. Aposporos
(Chairman), Robert M. Bowman, H. Todd Brinckerhoff, Richard T. Hazzard, Lewis J.
Ruge and Roger W. Smith. The Personnel and Compensation Committee met seven
times in 1999.
The Executive Committee has the authority of the Board of Directors in the
management of the business of the Corporation between the dates of regular
meetings of the Board. The committee is presently comprised of T. Jefferson
Cunningham III (Chairman), Thomas C. Aposporos, Elizabeth P. Allen, H. Todd
Brinckerhoff, Tyler Dann, Edward vK. Cunningham, Jr., Lewis J. Ruge, Roger W.
Smith, Peter Van Kleeck and John Charles VanWormer. The Executive Committee met
thirteen times in 1999.
The Nominating Committee is responsible for recommending candidates to the
Board for all directorships to be filled by the shareholders or between annual
meetings by the Board. In making its recommendations, the Nominating Committee
considers candidates for directorships proposed by its members and by any other
director or any shareholder. The Nominating
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Committee may also recommend to the Board nominees to fill seats on board
committees. The committee is presently comprised of David A. Swinden (Chairman),
Richard Novik, Edward vK. Cunningham, Jr., T. Jefferson Cunningham III, and
Peter Van Kleeck. The Nominating Committee met twice in 2000 to consider
nominees for election at the Annual Meeting.
The Board of Directors of the Corporation met 13 times in 1999. In 1999,
each director, with the exception of Tyler Dann, Richard T. Hazzard and Roger W.
Smith, attended at least 75% of the combined total meetings of the Board of
Directors and meetings of each committee on which such director served.
Compensation of Directors
Each director of the Corporation serves on the Board of Directors of the
Bank. Directors receive an annual retainer fee of $15,000 for their service on
the Board of the Bank and do not receive any additional compensation for their
service on the Board of the Corporation. Members of committees of the Board of
Directors of the Bank, except directors who are employees, receive fees of $500
for each meeting attended and the Chairman of each committee receives fees of
$750 for each such meeting attended.
Under a Deferred Compensation Plan that covers directors and selected
executives, a director may elect to defer all or part of the director's board
and committee fees until termination of service as a director. Such deferred
amounts may be hypothetically invested in a group of mutual funds or in a
phantom stock investment that appreciates or depreciates in the identical manner
as does the Corporation's Common Stock. Officers with a title of Senior Vice
President or above are also permitted to participate in the Plan and may elect
to defer a specified percentage of their base salaries and cash bonuses. A
beneficiary may request that benefits under the Deferred Compensation Plan be
partially funded by contributions to a trust.
Each director who has completed five years of service and is not an
executive officer is entitled to receive upon normal retirement at age 70 (or at
an earlier date in the event a director is terminated at the request of or with
the consent of the Board of Directors) a sum equal to $5,000 for every year of
credited service up to a maximum of $75,000. In the event of a change in control
each director will receive credit for the number of years they have served,
subject to the $75,000 maximum.
During 1999, the Personnel and Compensation Committee granted to each non
executive officer director of the Company an option under the Company's
Directors' Option Program to purchase 1,300 shares of Common Stock at an
exercise price of $18.962 per share. In order to be eligible to receive such
grants, the individual director may not have any unexercised options outstanding
under any of the Company's previous stock option plans. The amount awarded to
each director was based upon a formula under which the number of non executive
officer directors is multiplied by 1,000 shares and that total is divided by the
number of eligible directors to determine the individual director's option grant
for that year.
COMPENSATION OF EXECUTIVE OFFICERS
REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE
OF PREMIER NATIONAL BANCORP, INC.
The following is the report of the Personnel and Compensation Committee
("Committee") to shareholders on the Corporation's executive compensation
policies with respect
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to compensation reported for fiscal year 1999. In accordance with the rules of
the SEC, this report shall not be incorporated by reference into any of the
Corporation's future filings made under the Securities Exchange Act of 1934 or
under the Securities Act of 1933, and shall not be deemed to be soliciting
material or to be filed under the Securities Exchange Act of 1934 or the
Securities Act of 1933.
Committee Organization
The Personnel and Compensation Committee is elected by the Board of
Directors of the Company and serves both the Company and the Bank. It is
comprised of six Directors, all of whom are Directors of both the Company and
the Bank. No member of the Committee is an officer of the Company or the Bank.
The Chairman of the Board and Chief Executive Officer, the President and the
Senior Vice President for Human Resources attend meetings as staff to the
Committee, but are excused when discussions occur and decisions are made that
may concern their performance evaluation, the terms and conditions of their
employment or their compensation.
The Committee met seven times in 1999 and also in January, February and March of
2000. The Committee is charged by the Board of Directors with responsibility for
developing and monitoring a comprehensive compensation program for the Company,
reviewing the Company's Human Resources policies and procedures and approving
the compensation of all officers of the Company and the Bank at and above the
level of Senior Vice President (or equivalent).
Executive Compensation Policies
General guidelines exist for compensation policy within the Company and the
Bank. The policy is designed to attract quality management and employees by
providing competitive levels of compensation which relate pay to performance, to
recognize significant individual contributions to the Company's profitability,
and to link the interests of management and shareholders.
The following general principles guide the implementation of compensation
policy with regard to executive officers:
. Executive officer base salary ranges for each position are based upon
regular analysis of salary practices of peer banks for positions of a
similar scope of responsibility and job complexity, considering financial
institutions of similar size, geographic market and business makeup to the
Company. Competitive ranges are targeted to be at or above the mean of peer
group ranges. The peer group chosen for purposes of researching comparative
compensation is entirely separate and distinct from the peer group
established for stock price performance comparison (as set forth in the
Performance Graph appearing in this proxy statement). The peer group used
for compensation comparison tends to be greater in number and geographic
diversity than the banks used to compare stock performance, although some
banks may be in both peer groups.
. Executive officer base salary levels within specific ranges are based upon
the individual's performance rating and the compensation practices of the
peer group. Formal salary reviews are conducted not more frequently than
every twelve months.
. Executive officer annual bonus payments of up to 30% of the officer's
annual base salary may be awarded by the Committee based upon an annual
subjective assessment of the
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individual's performance against both qualitative and quantitative position
specific goals as well as the overall performance of the Company and the
Bank. For officers at or above the level of Senior Vice President, annual
bonuses are based on a weighted sum which includes both individual and
Company performance. Such weighting is increasingly towards Company
performance as title level increases, such that Senior Vice President
bonuses are based 2/3 on individual performance and 1/3 on Company
performance while Executive Vice President bonuses are based 1/2 on each
element, and higher ranks are 1/3 on individual performance and 2/3 on
Company performance. While the individual performance element may range
from 0-30% of salary, the Company performance element, likewise, ranges
from 0%, if actual earnings do not achieve at least 95% of budget, to 30%,
if actual earnings are more than 110% of budget. (In the case of Messrs.
VanWormer and Cunningham, the benchmark is not earnings, but the budgeted
return on average shareholders' equity).
. Stock options may be granted by the Committee to senior officers under the
Company's 1995 Incentive Stock Plan. Stock option grants are generally
considered for those officers who hold positions of significant
responsibility (level of vice president or higher) and the number of shares
covered by such grants take into account title, individual responsibilities
and the compensation practices of the Company's peers. The Committee, in
its discretion, determines the type and amount of such stock option grants.
It is currently expected that such grants will continue to be comprised
principally of incentive stock options granted annually and based upon both
an assessment of the individual's performance and the amount of previously
awarded and unexercised options the individual holds.
. Executive officer long term incentive awards (granted in cash, restricted
stock, incentive stock, stock appreciation rights or options under the
Company's 1995 Incentive Stock Plan) are based upon a comparison of the
individual's performance against long terms goals such as a strategic
planning cycle. Awards to the Chairman of the Board and the President are
expected to be principally based on progress in achieving the Company's
return on equity goals as approved by the Board of Directors.
Executive Compensation Actions
Salary Administration. At various meetings of the Committee, the Committee
approved salary increases for officers holding a title at or above the level of
Senior Vice President (or equivalent) in conjunction with officers' regularly
scheduled annual performance appraisals. Such increases were based upon written
performance evaluations against position requirements and/or budgeted goals and
specific recommendations for salary increases within the Company's approved
performance based salary increase matrix. Mr. VanWormer's salary was increased
with effect from July 1 by $15,000 to $235,000 per annum based upon a written
appraisal of his performance against position requirements during the preceding
12 months. This increase reflected both his contribution to the Company and the
planned increase in his responsibilities following the announced retirement of
President Van Kleeck. Mr. VanWormer's salary had not been reviewed for two
years. Mr. Cunningham's salary was also increased by $50,000 to $300,000 and
will not be reviewed again until June 2001. The increase was based upon a
subjective determination of the Committee having considered his performance
since the merger, the fact that his salary had not been reviewed for two years
and that he would be assuming the additional responsibilities of Chief Executive
Officer of the Company and the Bank following the retirement of Mr. Van Kleeck.
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Bonus Payments. In December 1999, executive management recommended, and the
Committee approved, year end bonuses to management (other than Messrs. VanWormer
and Cunningham) totaling $305,550 in respect of their 1999 performance. The
individual performance element was determined based upon their supervisor's
rating of the individual's performance during 1999. Performance awards, as a
percentage of salary, ranged from 0% for standard performance, 5-15% for above
standard performance and 10-30% for outstanding performance. For Senior Vice
President and above, the Company performance element was 15%, as the Company's
earnings were greater 95% of budget. The Committee also approved a personal
performance element for Mr. VanWormer of 18.5% of his salary based upon a
written performance appraisal by Mr. Cunningham. In the case of Mr. Cunningham,
the Committee made its own determination of his personal performance element
during 1999 considering such factors as his leadership of the Board of Directors
and in matters of corporate governance, his management of the Company's balance
sheet and capital resources, his assumption of additional responsibilities
following the retirement of Mr. Van Kleeck, the financial performance of the
Company against budgeted goals and objectives, the performance of the
departments under his direct supervision, the results of regulatory and external
audits and the relative performance of the Company's share price. The Committee
did not formally weight any of these factors, but determined that his overall
performance during 1999 warranted a personal bonus element of approximately 30%
of salary. Separately, the Committee determined that the Company's return on
average equity for 1999 was greater than 95% of the budget goal, entitling both
Mr. VanWormer and Mr. Cunningham to a Company performance element of 15% of
their salary. Accordingly, Mr. VanWormer was awarded a total bonus of $38,000
and Mr. Cunningham a total bonus of $60,000.
Stock Options. In July 1999, the Committee approved stock option grants for
certain executive and senior officers of the Company. Individual stock options
were granted under the administrative policies of the 1999-2004 Option Plan. The
1999-2004 Option Plan is a policy administered by the Compensation Committee of
the Board with respect to the granting of stock options to officers. It
established option target levels for each officer from Vice President (or
equivalent) and above. The range of such targets is from 20,000 to 50,000
shares, depending on title level. Initial grants may only be received by
incumbents with at least one year's experience in their position and performance
rating of "satisfactory" or better and can be up to 40% of targeted levels.
Subsequent grants are considered annually and only those officers rated "above
standard" or higher are eligible for further awards. Options granted under this
plan are generally incentive stock options with five year expiration dates. The
Committee also granted stock options during 1999 as long term incentive awards
or in connection with the execution or modification of employment contracts.
Tax Policy
Section 162(m) of the Internal Revenue Code ("Code") disallows a federal
income tax deduction for compensation over $1 million paid to the Chief
Executive Officer and any of the executive officers included in the compensation
tables following this report, subject to certain exceptions. One exception
applies to compensation paid pursuant to shareholder-approved plans that are
performance based. The Committee intends that awards made under the
Corporation's stock option plans be eligible for the performance-based
exception, and therefore eligible for federal income tax deduction by the
Corporation where otherwise available. The Committee has taken and will continue
to take actions to minimize the Corporation's nondeductible compensation expense
under Section 162(m). While keeping this goal in mind, the Committee also will
try to maintain the flexibility that the Committee believes to be an important
element of the Corporation's executive compensation program.
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The Personnel and Compensation Committee of the Board of Directors as
constituted on March 22, 2000 prepared this report.
Thomas C. Aposporos, Chairman
Robert M. Bowman
H. Todd Brinckerhoff
Richard T. Hazzard
Lewis J. Ruge
Roger W. Smith
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee, other directors, executive
officers, and their associates are, as they have been in the past, customers of,
and have had transactions with, the Bank and its predecessors. Additional
transactions may be expected to take place in the future between such persons
and the Bank. Any loans from the Bank to such persons and their associates
outstanding at any time were made in the ordinary course of business of the Bank
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 the normal risk of collectibility and did not present
other unfavorable features to the Corporation or the Bank.
During 1999, the Bank paid gross insurance premiums in the amount of
$617,194 to Brinckerhoff & Neuville, Inc., a company owned by H. Todd
Brinckerhoff, a director of the Corporation and member of the Personnel and
Compensation Committee.
During 1999, the Corporation and its subsidiaries retained the law firm of
Van DeWater & Van DeWater. Mr. E. vK. Cunningham, Jr., a director of the
Corporation, is "of counsel" to such firm. The Corporation and its subsidiaries
paid the law firm of Van DeWater & Van DeWater an aggregate of $233,887 during
1999 for legal services rendered. The Corporation plans to continue to retain
Van DeWater & Van DeWater during 2000.
During 1999, the Corporation and its subsidiaries paid $133,961 to Ruge's
Oldsmobile, Inc. and/or Ruge's Chrysler, Inc. for automotive products and
services. Lewis J. Ruge, a director of the Corporation, is President of these
automobile dealerships and a member of the Personnel and Compensation Committee.
During 1999, the Bank paid North Front Street Realty, Inc., a company owned
by R. Abel Garraghan, a director of the Corporation, $138,219 for lease and
related payments on a branch office and its parking lot.
The Bank contracted for consulting services from ICLA Associates, a
consulting firm owned by Ian C. Lucy. $514,650 was paid to ICLA during 1999 up
to the time the contract was terminated and Mr. Lucy was hired as the Bank's
Chief Administrative Officer.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows, for 1997 through 1999, the
compensation paid or awarded to T. Jefferson Cunningham III, the Corporation's
Chairman and, since
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September 3, 1999, its Chief Executive Officer, Peter Van Kleeck, its Chief
Executive Officer until September 3, 1999 and subsequently its Deputy Chairman,
and the Corporation's other three most highly compensated executive officers, of
either the Corporation or its predecessors. The inclusion of the five executive
officers in this group was based on salary and bonus earned during 1999. The
five executive officers are referred to collectively as the Corporation's "named
executive officers." Each named executive officer has held the position
indicated, or a similar position with the Corporation or one of its
predecessors, for the past five years, unless otherwise indicated.
<TABLE>
<CAPTION>
Annual Long-Term
Compensation/1/ Compensation
--------------- -------------------
Name & Principal Position Year Salary ($) Bonus ($) Securities Underlying All Other
- ------------------------- ---- ---------- --------- Options/SARs (#)/2/ Compensation ($)/3/
------------------- -------------------
<S> <C> <C> <C> <C> <C>
T. JEFFERSON CUNNINGHAM III 1999 275,945 60,000 33,000 57,630
Chairman and Chief Executive Officer 1998 254,807 65,000 54,087 52,152
Premier National Bancorp, Inc. and 1997 232,180 75,000 21,779 41,305
Premier National Bank
PETER VAN KLEECK 1999 245,585 -0- -0- 75,776
Deputy Chairman, Premier National 1998 277,744 70,200 30,030 50,628
Bancorp, Inc. and Premier National Bank 1997 273,355 87,801 30,030 28,518
JOHN CHARLES VANWORMER 1999 228,255 38,000 38,500 48,322
President, Premier National Bancorp, Inc. 1998 224,230 36,000 20,570 48,201
and Premier National Bank (formerly 1997 209,000 55,000 19,056 39,607
Exec. V.P. of the Corporation and Vice
Chairman of Premier National Bank)
PAUL A. MAISCH
Treasurer, Chief Financial Officer and 1999 138,692 22,000 16,500 15,728
Chief Accounting Officer, Premier 1998 123,240 31,500 48,400 14,946
National Bancorp, Inc.; Executive Vice 1997 115,217 25,000 9,075 12,969
President, Premier National Bank
DAVID S. MACFARLAND 1999 129,362 9,000 5,500 15,728
Executive Vice President 1998 113,814 15,000 18,150 15,624
Premier National Bank 1997 110,004 12,000 3,303 22,121
</TABLE>
_________________________________
/1/ None of the named executive officers received perquisites or other
personal benefits, securities, or property which, in the aggregate, cost the
Corporation the lesser of $50,000 or 10% of the named executive officer's salary
and bonus earned during that year.
/2/ Amounts are adjusted for stock dividends paid through January 2000.
/3/ The amount shown includes director fees in 1999 of $15,000 for Messrs.
Cunningham, Van Kleeck and VanWormer. In the case of Mr. Van Kleeck, the amount
also includes consulting fees of $33,333 pursuant to his contract. The amount
also includes contributions in 1999 to the Company's 401(k) retirement plan in
the following amounts: $6,128 for Messrs. Cunningham, VanWormer, MacFarland and
Maisch, and $5,000 for Mr. Van Kleeck. The amount also includes premiums for
life insurance to fund the Executive Supplemental Income Plan in 1999 for Mr.
VanWormer of $4,831. The amount also includes amounts credited under the
Company's supplemental employee retirement plan ("SRP" and "SERP") in 1999 in
the following amounts: $26,902 for Mr. Cunningham; $9,643 for Mr. Van Kleeck;
and $12,763 for Mr. VanWormer. The amount shown also includes allocations during
1999 under the Company's tax-qualified defined benefit pension plan of: $8,000
for Messrs. Cunningham, VanWormer, MacFarland and Maisch, and $12,800 for Mr.Van
Kleeck. The amount also includes contributions in 1999 to the
10
<PAGE>
Corporation's ESOP, representing the value of stock allocated as follows: $1,600
for each named executive officer, with the exception of Mr. Van Kleeck who
retired before the allocation.
OPTION GRANTS IN 1999
The following table sets forth the grants of options in 1999 to the named
executive officers.
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
---------------------------------------------------- Annual Rates of Stock
Price Appreciation
for Option Term/2/
-----------------------
Name Number of Percent of
- ---- Securities Total Exercise
Underlying Options or Base Expiration
Options Granted to Price Date 5% ($) 10% ($)
Granted/1/ Employees ($/Sh)/1/ ---- ------ -------
---------- in 1999 ---------
-------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson 11,000 17.2382 07/30/2004 52,409 115,786
Cunningham III 22,000 17.2382 07/30/2009 238,567 604,514
------
Total 33,000 10.1%
John Charles 7,700 17.2382 07/30/2004 36,685 81,047
VanWormer 11,000 17.2382 07/30/2009 119,283 302,257
8,800 16.9636 12/31/2004 44,348 95,054
11,000 16.9636 12/31/2009 122,309 305,278
------
Total 38,500 11.8%
David A. MacFarland 5,500 1.7% 17.2382 07/30/2004 26,207 57,898
Paul A. Maisch 5,500 17.2382 07/30/2004 26,207 57,898
11,000 17.2382 07/30/2009 119,283 302,257
------
Total 16,500 5.1%
</TABLE>
_________________________________
/1/ Adjusted for the 10% stock dividend paid in January 2000.
/2/ Disclosures of the 5% and 10% assumed annual compound rates of stock
appreciation are presented in accordance with the rules of the SEC and do not
represent the Company's estimate or projection of future Common Stock prices.
The actual value realized may be greater or less than the potential realizable
value set forth in the table.
AGGREGATED OPTION/SAR EXERCISES IN 1999 AND
1999 YEAR-END OPTION/SAR VALUES
The following table sets forth the aggregated option/SAR exercises in 1999,
and 1999 year-end values for options and SARs.
11
<PAGE>
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs at 1999 Money Options/SARs at 1999
Year End/1/ Year End/2/
----------------------------- -----------------------------
Shares
Acquired Value
Name on Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. Jefferson
Cunningham III 0 0 141,752 33,000 $460,250 -0-
Peter Van Kleeck 128,168 1,149,547 66,068 -0- 205,214 -0-
John Charles Van Wormer 0 0 116,020 27,500 709,570 -0-
Paul A. Maisch 564 3,667 71,286 16,500 69,812 -0-
David A. MacFarland 0 0 22,010 5,500 61,455 -0-
</TABLE>
_________________________________
/1/ Options have been adjusted for the stock dividends paid through January
2000.
/2/ The value of the options was based upon the closing price of $16.77 of the
Corporation's Common Stock on the American Stock Exchange on December 31, 1999,
adjusted for the 10% stock dividend paid in January 2000.
Retirement Benefits
The Corporation maintains a non-contributory pension plan ("Pension Plan"
or "Plan") for employees. The Plan is a defined benefit pension plan under the
Employee Retirement Income Security Act of 1974, as amended and is qualified
under Section 401(a) of the Code. The Corporation and certain of its
subsidiaries contribute an actuarially determined amount necessary to fund the
total benefits payable to participants employed by them.
Effective as of October 1, 1997, the Pension Plan was amended from being a
"final average pay" defined benefit plan to become a "cash balance" defined
benefit plan. As a result, benefits under the Plan are determined as follows:
Effective October 1, 1997, a recordkeeping "account" was established for each
participant. The initial account balance was determined as the present value of
each participant's accrued benefit as of September 30, 1997, using the Plan
provisions in effect on September 30, 1997. For each year after September 30,
1997, eligible participants receive contribution credits, expressed currently as
five percent of Covered Earnings. In addition, employees formerly with
Progressive Bank, Inc. who were at least age 55 and had at least 10 years of
service as of October 1, 1997 will receive additional contribution credits equal
to three percent of Covered Earnings. "Covered Earnings" is defined as an
employee's total earnings (including paid bonuses).
Participants also receive annual interest credits at the prevailing 30-year
U.S. Treasury Bond rate. The accrued account balance available to participants
in the Pension Plan can be no less than the actuarial present value of the
benefit they had accrued as of September 30, 1997, under the Plan rules in
effect as of that date.
12
<PAGE>
The Corporation also maintained a supplemental non-qualified pension plan
(the "Supplemental Pension Plan") for Mr. Van Kleeck. The Supplemental Pension
Plan provides retirement benefits equal to the difference, if any, between the
maximum benefit allowed under the Code and the amount that would be provided by
the Pension Plan if no limits were applied. The Supplemental Pension Plan also
recognizes deferred bonuses that were not included in the Pension Plan as
Covered Earnings.
The total retirement account balances accumulated at December 31, 1999
under the Pension Plan and the Supplemental Pension Plan payable for each of the
named executive officers are as follows: Messrs. Cunningham $18,615; Van Kleeck
$0, VanWormer $18,615, MacFarland $17,001 and Maisch $17,459.
The Bank also maintains an Executive Supplemental Income Plan (the "ESI
Plan") which is similar to a deferred compensation plan. The ESI Plan is no
longer offered by the Corporation to new participants, but five officers are
currently covered. The purpose of the ESI Plan is to provide certain officers of
the Bank with supplemental retirement benefits which are payable in monthly
installments over a 15 year period. Retirement age under the ESI Plan is 65,
although employees with at least 15 years of service may retire at age 55 with
the approval of the Board of Directors. The ESI Plan also provides for benefits
to be paid in the event of death or disability. In the event of a change in
control, as defined in the ESI Plan, employees who have attained age 55 may
retire and receive actuarially reduced benefits under the ESI Plan without prior
Board approval. Employees under age 55 who are terminated without just cause
after a change in control may also receive actuarially reduced benefits under
the ESI Plan. The ESI Plan utilizes specifically designed life insurance
contracts for the payment of pre-retirement benefits and accrues for potential
liability for the post-retirement benefits payable under the plan. Under the ESI
Plan, Mr. VanWormer will be entitled to annual post-retirement benefits of
$27,500.
Mr. Cunningham was also given a SERP in order to induce his continued
service to the Company. This plan calls for Mr. Cunningham to receive an annual
post retirement benefit for 10 years of 20% of his highest annual salary and a
continuation of Company medical benefits for the same period. This benefit vests
at the rate of 12.5% per annum over the expected 8 years until he reaches his
65/th/ birthday, although it vests fully in the event of a change in control.
Assuming Mr. Cunningham's salary does not increase and that he continues his
employment until he reaches retirement age, he will be entitled to $60,000 per
year in retirement benefits and continued medical benefits for ten years.
Employment Agreements
The Corporation has entered into an employment agreement with Mr.
Cunningham. The agreement has a three year term and automatically extends at the
end of each year for an additional year unless the Corporation notifies Mr.
Cunningham otherwise. Under the agreement, Mr. Cunningham's current annual base
salary is $300,000. His agreement also entitles him to participate in all
employee plans, including participation in bonus awards and supplemental
retirement plans. In the event that his employment terminates as the result of
or within 90 days after a "Triggering Event" (defined to include the
Corporation's termination of the executive without cause, a change in control,
certain adverse changes in the executive's duties, certain adverse changes to
the executive's compensation; and the non-renewal of his agreement), the
agreement requires a termination payment of 299% of his base annual salary plus
the amount of any discretionary bonuses paid within the previous 12 months, plus
a "gross-up" payment to reimburse the executive for any golden parachute excise
taxes incurred under Federal tax laws on payments and benefits that are treated
as "excess parachute payments." In addition, the executive
13
<PAGE>
will be entitled to continued coverage under health , dental, and life insurance
plans for up to three years; the immediate lapse of any restrictions on
restricted shares issued to the executive; the immediate vesting of any
performance shares issued to the executive; and any stock options granted to the
executive will become immediately vested and exercisable. The agreement also
provides that the Company will maintain a deferred compensation plan or
arrangement that will allow Mr. Cunningham to elect to defer a portion of his
base salary and cash bonuses.
Mr. Van Kleeck has an employment agreement with the Company which provides
that upon his retirement (effective September 3, 1999) as President and Chief
Executive Officer of the Company, he will serve as a consultant to the Company
for five years, in consideration for which the Company will pay an annual
consulting fee of $100,000, exclusive of the board retainer should Mr. Van
Kleeck remain as a director. Mr. Van Kleeck (or his spouse or estate, as
applicable) will be entitled to receive the annual consulting fee for the
remaining term of the consulting period in the event that Mr. Van Kleeck is
unable to perform the consulting services by reason of death or disability. The
agreement provides for a lump sum cash payment to Mr. Van Kleeck in the amount
of $300,000 if, after a change in control of the Company, Mr. Van Kleeck's
consulting services are involuntarily terminated prior to the expiration of the
five year consulting period.
The Corporation has an employment agreement with John Charles VanWormer
which on July 1, 1999 was automatically renewed for another year, expiring June
30, 2002. His annual base salary is $235,000. Mr. VanWormer's agreement entitles
him to participate in all employee plans relating to pension, profit-sharing or
other retirement benefits; medical insurance or other customary fringe benefits;
and other group benefits. In the event of termination other than for cause, the
agreement requires a termination payment of his salary for a one year period
plus the unexpired amount of his contract compensation. In the event of a change
in control, the agreement provides for a termination payment of the difference
between (i) 2.99 times Mr. VanWormer's "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Code"), and (ii)
the sum of any other parachute payments, as defined under Section 280G(b)(2) of
the Code.
The Corporation and the Bank have approved a standardized employment
contract for Executive Vice Presidents (or equivalents). These agreements
provide for specific terms of employment with one year automatic renewal
periods. The contracts also contain a non-compete provision as well as providing
for certain severance payments in the event the Company terminates the employee
for reasons, other than cause, of one year's pay or two year's pay if such
termination occurs within two years following a change in control. The Bank has
entered into such agreements with Paul A. Maisch, Chief Financial Officer,
Treasurer and Chief Accounting Officer of the Corporation and Executive Vice
President of the Bank, at an annual base salary of $146,000; Ian C. Lucy, Chief
Administrative Officer and Executive Vice President of the Bank, at an annual
base salary of $200,000; Ronald M. Bentley, Director of Retail Banking and
Executive Vice President of the Bank, at an annual base salary of $125,000;
David S. MacFarland, Director of Commercial Banking and Executive Vice President
of the Bank, at an annual base salary of $137,500; and Paul S. Mack, Chief
Credit Officer and Executive Vice President of the Bank, at an annual base
salary of $123,200.
14
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative shareholder return (i.e., price
change plus reinvestment of dividends) on the Corporation's Common Stock during
the five year period ended December 31, 1999 as compared to: (i) the Russell
2000 Index; and (ii) a peer group index (consisting of the following eleven
other New York bank holding companies with total assets of between $1 billion
and $3 billion: Arrow Financial Corporation, BSB Bancorp, Inc., Commercial Bank
of New York, Community Bank System, Inc., Financial Institutions, Inc., Flushing
Financial, Merchants New York Bancorp, Inc., NBT Bancorp, Inc., Sterling
Bancorp, TrustCo Bank Corp of NY, and U.S.B. Holding Co., Inc.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Period Ending
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -------------------------------------------------------------------------------------------------------------------
Premier National Bancorp Inc. 100.00 109.58 194.15 259.44 215.28 242.96
Russell 2000 100.00 128.45 149.64 183.10 178.44 216.37
Premier National Bancorp Custom Peer Group 100.00 132.42 163.14 289.36 288.44 254.00
</TABLE>
In accordance with the rules of the SEC, this section captioned "Performance
Graph", shall not be incorporated by reference into any of the Corporation's
future filings under the Securities Exchange Act of 1934 or the Securities Act
of 1933 and shall not be deemed to be soliciting material or to be filed under
the Securities Exchange Act of 1934 or the Securities Act of 1933.
15
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors and Executive Officers
The following table sets forth as of March 1, 2000 information concerning
beneficial ownership of the Corporation's Common Stock by each director, by each
of the named executive officers, and by all directors and executive officers of
the Corporation, as a group. The number of shares shown as beneficially owned by
each director and executive officer is determined under the rules of the SEC,
and the information is not necessarily indicative of beneficial ownership for
any other purpose. Under the SEC's rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or investment
power and also any shares which the individual had the right to acquire within
60 days of March 1, 2000 through the exercise of any option, warrant or right.
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares set forth in the table.
Amount and Nature of Percent of
Name Beneficial Ownership/1/ Class
---- ----------------------- -----------
Elizabeth P. Allen 41,582 *
Thomas C. Aposporos/15/ 36,155 *
Robert M. Bowman/2/ 63,709 *
H. Todd Brinckerhoff/3/ 119,527 *
Edward vK. Cunningham, Jr./4/ 1,018,283 6.10%
T. Jefferson Cunningham III/5/ 1,269,527 7.60%
Tyler Dann/6/ 447,314 2.68%
Thomas C. DeBenedictus/7/ 4,691 *
R. Abel Garraghan/8/ 23,759 *
Richard Hazzard 38,402 *
David MacFarland/16/ 28,516 *
Paul A. Maisch/9/ 69,995 *
Warren R. Marcus/10/ 360,035 2.16%
Richard Novik 15,096 *
John J. Page/11/ 26,134 *
Lewis J. Ruge/12/ 105,683 *
Archibald A. Smith III 25,433 *
Roger W. Smith/13/ 26,040 *
David Swinden 24,732 *
Peter Van Kleeck 254,427 1.52%
John Charles VanWormer/14/ 253,214 1.51%
Directors and executive officers
as a group (26 persons): 3,277,793 19.65%
16
<PAGE>
* Less than 1% of the class. At the close of business on March 1, 2000, there
were 16,219,111 shares of Common Stock outstanding. Where necessary, percentages
were calculated by adding shares subject to exercisable stock options to the
shares of Common Stock outstanding.
/1/ Includes shares of Common Stock that could be acquired within 60 days
pursuant to the exercise of stock options in the following amounts: Mrs. Allen,
1,430 shares; Mr. Aposporos, 1,430 shares; Mr. Bowman,13,502 shares; Mr.
Brinckerhoff, 1,430 shares; Mr. Edward vK. Cunningham, Jr., 1,430 shares; Mr. T.
J. Cunningham III, 126,348 shares; Mr. Dann, 1,430 shares; Mr. DeBenedictus,
1,430 shares; Mr. Garraghan, 1,430 shares; Mr. Hazzard, 1,430 shares; Mr.
Maisch, 47,854 shares; Mr. MacFarland, 27,509 shares; Mr. Marcus, 1,430 shares;
Mr. Novik; 1,430 shares; Mr. Page, 1,430 shares; Mr. Ruge, 1,430 shares; Mr.
Archibald A. Smith III, 23,782 shares; Mr. Roger W. Smith, 1,430 shares; Mr.
Swinden, 15,413 shares; Mr. Van Kleeck, 66,068 shares; Mr. VanWormer, 122,620
shares; and all directors and executive officers as a group, 461,686 shares.
/2/ Includes 8,085 shares of Common Stock owned by Mr. Bowman's spouse and
9,240 shares of Common Stock owned by his children, as to which beneficial
ownership is disclaimed. Also includes 11,588 shares of Common Stock held by a
company owned by Mr. Bowman and 6,744 shares for which he is custodian for his
grandchildren.
/3/ Includes 66,948 shares of Common Stock held by companies owned by Mr.
Brinckerhoff and his immediate family, and 18,254 shares of Common Stock owned
by his children.
/4/ Includes 32,480 shares of Common Stock held in family trusts of which Mr.
E. vK. Cunningham, Jr. is trustee (which shares are also reflected as being
beneficially owned by T. J. Cunningham III -- see note 5), 941,981 shares held
by the George Gale Foster Corporation ("GGF"), a personal holding company of
which Mr. E. vK. Cunningham, Jr. is chairman of the board of directors and
president (which shares are also reflected as being beneficially owned by T. J.
Cunningham III, Jr. -- see note 5), 39,364 shares held in retirement accounts,
and 3,028 shares held by Mr. E. vK. Cunningham, Jr.'s spouse.
/5/ Includes 32,480 shares of Common Stock held in family trusts of which Mr.
T. J. Cunningham III has the right to qualify as trustee (which shares are also
reflected as being beneficially owned by Mr. E. vK. Cunningham, Jr. -- see note
4), 941,981 shares held by GGF (which shares are also reflected as being
beneficially owned by Mr. E. vK. Cunningham, Jr. -- see note 4), 21,497 shares
held in the names of Mr. T. J. Cunningham III's children, 61,912 shares held in
retirement accounts, and 1,422 shares of Common Stock allocated to Mr. T. J.
Cunningham III under the Corporation's ESOP.
/6/ Includes 412,613 shares of Common Stock held in the names of several
businesses with which Mr. Dann is associated, and 1,856 shares held by Mr.
Dann's spouse.
/7/ Includes 423 shares of Common Stock held by Mr. DeBenedictus' spouse.
/8/ Includes 1,540 shares of Common Stock owned by Mr. Garraghan's spouse as
custodian for a child, 3,081 shares owned by Mr. Garraghan's spouse, 3,850
shares owned by two children, and 3,081 shares held in a profit sharing plan
trust .
/9/ Includes 4,818 shares of Common Stock held jointly with Mr. Maisch's
mother, and 1,021 shares of Common Stock allocated to Mr. Maisch under the
Corporation's ESOP.
17
<PAGE>
/10/ Mr. Marcus is President of WRM Equity Management, Inc., a registered
investment advisor, and reports sole voting and investment power as to 227,143
shares of Common Stock held on behalf of Mellon Trust Company as Trustee for a
pension fund as to which Warren Marcus Associates, Inc. is a registered
investment advisor. Also includes 6,163 shares of Common Stock owned by Warren
Marcus Associates, Inc. Pension Trust, and 4,622 shares of Common Stock owned by
Mr. Marcus' spouse as to which beneficial ownership is disclaimed.
/11/ Includes 15,253 shares of Common Stock held by Mr. Page's spouse and
children.
/12/ Includes 17,325 shares of Common Stock owned by Mr. Ruge's spouse.
/13/ Includes 3,487 shares of Common Stock held in the name of Mr. Smith's
children as to which beneficial ownership is disclaimed.
/14/ Includes 624 shares of Common Stock held in trust for the benefit of Mr.
VanWormer, and 13,087 shares of Common Stock allocated to Mr. VanWormer under
the Corporation's ESOP.
/15/ Includes 692 shares of Common Stock held by Mr. Aposporos' wife in an IRA
account.
/16/ Includes 845 shares of Common Stock allocated to Mr. MacFarland under the
Corporation's ESOP.
Security Ownership of Certain Beneficial Owners
As of March 1, 2000, the following is the only person known to the
Corporation to be beneficial owner of more than five percent of the
Corporation's Common Stock. The information set forth in the table is as
reported in Schedules 13D as filed with the SEC, and other information provided
to the Corporation.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class
- ------------------- -------------------- ----------
George Gale Foster Corporation/1/ 941,981 5.81%
c/o Van DeWater & Van DeWater
Mill & Garden Streets
P.O. Box 112
Poughkeepsie, New York 12602
_________________________________
/1/ GGF is a registered bank holding company under the Bank Holding Company Act
of 1956, as amended, of which Mr. Edward vK. Cunningham, Jr. is Chairman of the
Board and President, and Mr. T. Jefferson Cunningham III is a director and Vice
President. See also the notes applicable to Mr. E. vK. Cunningham, Jr. and Mr.
T. J. Cunningham III in the table set forth under "Security Ownership of
Directors and Executive Officers."
18
<PAGE>
Certain Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, certain of its executive officers, and persons who own
more than ten percent of a registered class of the Corporation's equity
securities, to file with the Corporation, the SEC and the American Stock
Exchange initial reports of ownership and reports of changes in ownership of any
equity securities of the Corporation. During 1999, to the best of the
Corporation's knowledge, all required reports were filed on a timely basis. In
making this statement, the Corporation has relied on the written representations
of its directors and executive officers and copies of the reports provided to
the Corporation.
INDEPENDENT AUDITORS
Deloitte & Touche LLP has been selected as the independent auditors to
audit the financial statements of the Corporation for 2000.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
ANNUAL REPORT
A copy of the Corporation's Annual Report on Form 10-K filed with the SEC
for the year ended December 31, 1999 (without exhibits) accompanies this proxy
statement. Copies of the exhibits to such report may be obtained upon request to
Paul A. Maisch, Chief Financial Officer, Premier National Bancorp, Inc., Route
55, LaGrangeville, New York 12540 and also may be accessed electronically by
means of the SEC's home page on the Internet at "http//www.sec.gov." A
reasonable expense may be charged for the furnishing of exhibits to the Form 10-
K. The Annual Report on Form 10-K is not part of the proxy solicitation
materials.
SOLICITATION OF PROXIES
Solicitation of proxies may be made by mail, personal interviews, telephone
and facsimile by officers, employees or agents of the Corporation and its
subsidiaries. Brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward soliciting material to the beneficial owners of the
common stock held of record by such persons. Expenses for such solicitation will
be borne by the Corporation.
SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS
Under the Corporation's by-laws, shareholders may submit proposals to be
considered for shareholder action at the 2000 annual meeting of shareholders or
nominations for directors to be elected at the annual meeting of shareholders if
they do so in accordance with the applicable time limits under SEC Rule 14a-8.
Proposals with respect to nominations for election of directors must set forth
(I) the name, age, business address and, if known, residence of address of each
nominee proposed in such notice, (ii) the principal occupation or employment of
each such nominee, and (iii) the number of shares of Premier National Bancorp,
Inc. stock which are beneficially owned by each such nominee. In addition, the
stockholder making such nomination shall promptly provide any other information
reasonably requested by Premier National Bancorp, Inc. including, but not
limited to citizenship, qualifications, directorships and other positions held
by the
19
<PAGE>
proposed nominee in business, charitable and community organizations. Director
nominations or other proposals must be submitted in writing no later than
December 12, 2000 to the Corporate Secretary, Premier National Bancorp, Inc.,
1100 Route 55, P.O. Box 310, LaGrangeville, New York 12540. Any shareholder
proposals or nominations for directors not submitted in accordance with these
procedures will not be considered a proper subject for shareholder action.
The proxies appointed by the Company may exercise discretionary authority
when voting on a stockholder proposal properly presented at the Company's 2001
annual meeting of stockholders that is not included in the Company's proxy
statement for such meeting if such proposal is received by the Company after
December 12, 2000. If notice of such a stockholder proposal is received by the
Company on or prior to such date, such proposal is properly presented at the
2001 annual meeting and is not included in the Company's proxy statement for
such meeting, the proxies appointed by the Company may exercise discretionary
authority if, in such proxy statement, the Company advises stockholders on the
nature of such proposal and how the proxies appointed by the Company intend to
vote on such proposal, unless the stockholder submitting such proposal satisfies
certain requirements of the SEC, including the mailing of a separate proxy
statement to the Company's stockholders.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. If, however, any other business should properly come before the
Annual Meeting, or any adjournment thereof, it is intended that the proxy will
be voted with respect thereto in accordance with the best judgment of the
persons named in the proxy.
By Order of the Board of Directors
/s/ Robert Apple
Robert Apple
Corporate Secretary
20
<PAGE>
PROXY
PREMIER NATIONAL BANCORP, INC.
Annual Meeting of Shareholders -- May 11, 2000
This Proxy Solicited on Behalf of the Board of Directors
Of Premier National Bancorp, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Premier
National Bancorp, Inc. (the "Corporation"), LaGrangeville, New York, does hereby
nominate, constitute and appoint Robert Apple and Gerardina Mirtuono, and each
of them, as true and lawful attorneys-in-fact (each of whom shall have full
power of substitution) to vote all shares of Common Stock of the Corporation
standing in the name on its books as of the close of business on March 31, 2000
at the Annual Meeting of Shareholders to be held on May 11, 2000, at 9:00 a.m.,
or at any adjournments or postponements thereof, with all powers the undersigned
would possess if personally present, as follows on the reverse.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
[X] Please mark
votes as in
this example.
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the shareholder. If no direction is given, this proxy will be voted FOR the
nominees referred to in Item 1 (including any substitute nominee in the case of
unavailability).
1. With respect to election as directors. Nominees: (01) Elizabeth P. Allen,
(02) Thomas C. Aposporos, (03) Tyler Dann, (04) Thomas C. DeBenedictus,
(05) Lewis J. Ruge and (06) Peter Van Kleeck or any substitution nominee
should any of the above become unavailable for any reason.
FOR WITHHELD
ALL [_] [_] FROM ALL
NOMINEES NOMINEES
[_]
_________________________________________
To withhold authority to vote for any individual nominee(s), write the name
on the line above.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
When signing as Attorney, Executor, Administrator, Trustee or Guardian,
please give full title. If more than one Trustee, all should sign. All
joint owners must sign. PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY TO: EQUISERVE, P.O. BOX 9379, BOSTON, MA 02205-9954 USING THE
ENCLOSED ENVELOPE.
2. In their discretion on any other matters which may be brought before the
Annual Meeting or any adjournments or postponements thereof.
