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FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
...X.... QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
June 30, 1995
For the quarterly period ended.................................................
OR
........ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from.....................to..........................
Commission file number 0-15870
MIDLANTIC CORPORATION
...............................................................................
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2699903
..................................... .................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
METRO PARK PLAZA, P.O. BOX 600, EDISON, NEW JERSEY 08818
...............................................................................
(Address of principal executive offices)
(Zip Code)
(908) 321-8000
...............................................................................
(Registrant's telephone number, including area code)
...............................................................................
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ..X... No ......
Shares outstanding on July 31, 1995
Common Stock, par value $3.00 per share - 52,241,194 shares
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ITEM 6A. Exhibits
________
10 Midlantic Corporation Severance Pay Policy as amended May 22, 1995
27 Financial Data Schedule
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Signatures
__________
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Midlantic Corporation
____________________________
Registrant
Howard I. Atkins
By ____________________________
Date October 25, 1995 Howard I. Atkins
________________ Executive Vice President and
Chief Financial Officer
James E. Kelly
By ____________________________
Date October 25, 1995 James E. Kelly
________________ Controller
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Index of Exhibits
_________________
Exhibit Number
Per Item 601 of
Regulation S-K Page Number
_______________ ____________
10 Midlantic Corporation Severance Pay Policy as
amended May 22, 1995 53-63
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(Conformed copy as of
May 22, 1995)
MIDLANTIC CORPORATION
SEVERANCE PAY POLICY
Adopted February 25, 1992;
Amended September 21, 1994
and May 22, 1995
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MIDLANTIC CORPORATION
SEVERANCE PAY POLICY
TABLE OF CONTENTS
Page
____
PURPOSE OF THE POLICY 3
DEFINITIONS 3-5
SEVERANCE PAY - ELIGIBILITY; JOB ELIMINATION;
AND DISCHARGE
Eligibility 5
Conditions of Non-Eligibility 6
Non-Eligibility Following Sale 6
Denial of Severance Pay 6
AMOUNT OF SEVERANCE PAY
Basic Severance Pay 7
Supplemental Severance Pay 7
Calculation of Severance Pay
for Part-Time Employees 7
Supplemental Severance Minimums 8
Maximum Severance Pay 8
Timing of Severance Pay 8
Discontinuance of Severance Pay 8
Repayment of Severance Pay 9
Conditions of Re-employment 9
Employee Benefit Plan Coverage 9
Funding 9
Administration 9
No Right to Employment 10
Alienation of Benefits 10
Termination or Amendment 11
Exclusivity and Enforceability 11
Taxes 11
2
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MIDLANTIC CORPORATION SEVERANCE PAY POLICY
1. Purpose of the Policy
_____________________
As of the Effective Date, the Company hereby establishes
a severance policy known as the Midlantic Corporation
Severance Pay Policy as set forth in this document. The
Policy has been adopted by the Company to provide
Severance Pay to Employees whose employment with the
Company terminates under the conditions provided for by
this Policy.
There shall be no duplication of Severance Pay under the
Policy. This Policy supersedes all oral and written
severance policies or plans of the Company except
Exception Agreements. An Employee who receives severance
benefits under an Exception Agreement shall not be
entitled to Severance Pay hereunder unless the Committee
determines otherwise with respect to such Employee.
2. Definitions
___________
The following terms when used herein shall have the
following meanings unless a different meaning is plainly
required by the context:
a. "Base Salary" shall mean the amount an Employee is
entitled to receive as wages or salary on an
annualized basis, excluding all bonus, overtime,
shift differential, or incentive compensation,
payable by the Company as consideration for the
Employee's services, as determined on the date
immediately preceding Termination.
b. "Board of Directors" shall mean the Board of
Directors of Midlantic Corporation.
c. "Committee" shall mean the Midlantic Benefit Plans
Committee.
d. "Company" shall mean Midlantic Corporation or any
member of the controlled group of corporations of
which it is a part which, with the approval of the
Board of Directors, adopts the Policy.
e. "Effective Date" shall mean February 25, 1992.
f. "Employee" for purposes of the Policy shall mean any
person who is employed by the Company on a full-time
basis or a part-time basis. Employee does not
include any person on Long Term Disability. If any
individual is employed by more than one entity which
is a Company, the Company is the employer which
issues the individual's paychecks.
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g. "Exception Agreement" for purposes of the Policy
shall mean a written severance arrangement or
agreement executed by the Company with a specific
Employee and/or a written post-employment agreement
between the Company and a specific Employee which
are identified by the Committee.
h. "Misconduct" shall mean:
(i) fraud, misappropriation, embezzlement or
criminal conduct;
(ii) neglect of duties or responsibilities as
an Employee;
(iii) insubordination; or
(iv) violation of the Company's policies and
procedures.
I. "Plan Year" shall mean the calendar year.
j. "Policy" shall mean this Midlantic Corporation
Severance Policy as amended from time to time.
k. "Reasonable Commuting Distance" for purposes of the
Policy shall mean:
Officers - the greater of 45 miles each
way or the equivalent of the employee's
current commute.
Non-Officers - the greater of 25 miles
each way or the equivalent of the
employee's current commute.
A Reasonable Commuting Distance must include the
continued availability of public transportation if
an employee is currently dependent upon public
transportation to get to their job.
l. "Reassignment" for purposes of the Policy shall mean
placement in another job at the same or greater
salary at the request of the Company. It does not
include placement in another job at the request of
the Employee.
m. "Severance Pay" shall mean any lump sum payment or
periodic payments made to an Employee solely on
account of eligibility to receive such payment under
this Policy. Severance Pay may, where applicable,
include both Basic Severance Pay and Supplemental
Severance Pay, as defined in paragraph 4(a) and (b).
n. "Termination" for the purposes of the Policy shall
mean the discontinuance of employment by an Employee
with the Company for the reasons listed in paragraph
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3(a). For Employees on an approved unpaid leave of
absence including a military or family leave,
Termination for purposes of the Policy occurs only
if and when the Employee seeks to return to active
status upon expiration of the leave and is not
reinstated for the reasons listed in paragraph
3(a). Termination does not include voluntary
resignation, death or retirement of an Employee;
provided, however, that retirement, upon the
occurrence of, and not prior to, an event described
in paragraph 3(a) shall be deemed a Termination.
For purposes of this Policy, the date of Termination
shall mean the day prior to date that the Employee
discontinues reporting for work or the date that the
Employee is notified that he or she will not be
reinstated from an approved unpaid leave.
o. "Years of Completed Service" shall mean the period
of service with the Company commencing on the
Employee's most recent employment date and ending on
the Employee's date of Termination, rounded to the
nearest year. Past service which has been bridged
for retirement purposes under the Midlantic
Retirement Plan will not be bridged for severance
purposes.
p. "Management Committee Member" shall mean the Chief
Executive Officer of the Company and such other
officers designated from time to time by the Board
of Directors to have overall responsibility at the
Company for a line of business or support staff
area. [Added September 21, 1994]
3. Severance Pay - Eligibility; Job Elimination; and
_________________________________________________
Discharge
_________
a. Eligibility
Except as provided in paragraph 1, an Employee shall
become eligible to receive the amount of Severance
Pay set forth in paragraph 4(a) if the Employee
meets any one of the following three conditions:
(i) Termination occurred because the
Employee's job was eliminated for business
reasons or because the business at which
the Employee was working at the time of
Termination or prior to an approved unpaid
leave was shut down or moved to a new
location by the Company and, in any such
case, the Employee was not offered a
Reassignment with the Company which is
within a Reasonable Commuting Distance.
(ii) Termination occurred because the business
or function at which the Employee was
working at the time of Termination or
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prior to an approved unpaid leave was sold
by the Company to another entity (the
"Buyer") or was transferred to another
entity which is not a "Company" as defined
in Paragraph 2.d. (a "Contract Party"),
and in any such case, the Employee was not
offered employment by the Buyer or the
Contract Party. [Amended May 22, 1995]
(iii) Termination occurred for any reason other
than the reasons set forth in paragraph
3(b).
b. Conditions of Non-Eligibility
An Employee is not eligible to receive Severance
Pay, if the reason for Termination was:
(i) The Employee (x) declined a Reassignment
with the Company which is within a
Reasonable Commuting Distance or (y)
declined employment with the Buyer or the
Contract Party to which the business or
function at which the Employee was working
at the time of Termination was sold or
transferred; or [Amended May 22, 1995]
(ii) The Employee resigns from employment with
the Company, including resignation either
prior to or subsequent to the announcement
of a business reorganization, closing or
sale; or
(iii) The Employee dies prior to termination; or
(iv) The Employee was terminated for cause
including, but not limited to, conduct
constituting Misconduct and/or
unsatisfactory job performance.
c. Non-Eligibility Following Sale
No Employee shall be eligible to receive Severance
Pay under this Policy following the sale to any
Buyer of the business at which the Employee was
working. Following such a sale, the Employee's
entitlement to severance payments upon termination
of employment with the Buyer shall be governed
solely by the severance plan or policy, if any, of
the Buyer.
d. Denial of Severance Pay
Notwithstanding any other provision of the Policy to
the contrary, an Employee may be denied Severance
Pay, in whole or in part, for any reason which, in
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the sole discretion of the Company, warrants the
denial of Severance Pay.
4. Amount of Severance Pay
_______________________
a. Basic Severance Pay
Each Employee with six full months of service who is
determined to be eligible for Severance Pay shall
receive Severance Pay in an amount equal to one week
Base Salary.
b. Supplemental Severance Pay
Each Employee who is determined to be eligible for
Basic Severance Pay may also receive Supplemental
Severance Pay upon signing an Agreement and Release
to be provided by the Company in which among other
things the Employee releases all claims, if any,
relating to the Employee's employment with the
Company including but not limited to all claims, if
any, relating to the termination of that employment.
Such Supplemental Severance Pay will be calculated
pursuant to the following schedule:
Years of Completed Number of Weeks
Service of Base Salary
__________________ _______________
1 1
2 3
3 5
4 7
5 9
6 11
7 13
8 15
9 17
10 19
11 21
12 23
13 or More 25
Employees who have less than 6 months of service,
although not eligible for Basic Severance Pay, may
receive 1 week of Supplemental Severance Pay in
exchange for signing an Agreement and Release.
c. Calculation of Severance Pay for Part-Time Employees
Part-time employees' weekly Base Salary will be
based on the current calendar year-to-date hours
employed as a part-time employee, divided by the
number of weeks for which pay was received to
determine the average number of hours worked per
week. The average hours per week is multiplied by
the current hourly rate of pay to determine weekly
Base Salary. Prior to March 1 of the current year,
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the calculation will be based on the prior calendar
year data.
d. Supplemental Severance Minimums
Officers and exempt non-officer employees with six
full months of service receiving Supplemental
Severance will be provided with minimum Supplemental
Severance based on the schedule listed below unless
their years of completed service would provide a
greater benefit.
Minimum Weeks
Status of Base Salary
______ ______________
Exempt Non-Officer 3 weeks
Officer (excluding Management
Committee Member) 11 weeks
Management Committee Member 51 weeks
[Amended September 21, 1994]
e. Maximum Severance Pay
Severance Pay under the Policy is subject to the
following maximums notwithstanding anything in the
Policy to the contrary. (1) If an Employee is a
"disqualified individual" at the time of
Termination, the "aggregate present value" of
Severance Pay under the Policy and of payments to
such Employee or for his/her benefit which are
"parachute payments", shall in no event exceed 295%
of his/her "base amount", within those terms'
meanings under Section 280G of the Internal Revenue
Code ("the Code"). No Severance Pay hereunder will
be paid to the extent that such benefits (either
alone or when aggregated with other benefits) paid
to such Employee or for his/her benefit constitute
"excess parachute payments" within the meaning of
Section 280G of the Code. (2) No severance pay
benefits hereunder will be paid to the extent such
benefits are prohibited by law, regulation, or order
or by any agreement between the Company and any
regulatory agency having jurisdiction over the
Company.
5. Timing of Severance Pay
_______________________
Severance Pay benefits will be paid either in a lump sum
payment or periodic payments to the Employee as
determined by the Committee at its sole discretion.
6. Discontinuance of Severance Pay
_______________________________
Any Severance Pay being paid on a periodic basis shall
cease upon the death of the Employee receiving such
Severance Pay. The Company reserves the right to
discontinue any or all remaining severance payments in
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the event that the terminated Employee is subsequently
found to have engaged in Misconduct while employed by the
Company.
7. Repayment of Severance Pay
__________________________
The Company reserves the right to require repayment, in
whole or in part, of Severance Pay in the event that the
terminated Employee is subsequently found to have engaged
in Misconduct while employed by the Company.
8. Condition of Re-employment
__________________________
In the event the Employee is re-employed by the Company
or is hired by the Buyer of the business at which the
employee was working, any remaining severance payments
will be discontinued. For those employees who received
their severance pay in a lump sum payment, it may be
necessary to repay a portion of their severance pay on a
pro-rata basis upon rehire. Such rehires will need
written approval of the Corporate Human Resources
Department.
9. Employee Benefit Plan Coverage
______________________________
Except as provided in paragraph 1, the Severance Pay
described in paragraph 4 above shall be payable in
addition to, and not in lieu of, all other accrued or
vested or earned benefits which may be owed to an
Employee following termination including, but not limited
to, accrued vacation pay, amounts or benefits payable
under any bonus or other compensation plan, life
insurance plan, health plan, disability plan or similar
or successor plan.
There will be no payment for unused personal days. There
will be no payment for unused sick days. There will be
no payment for unused compensatory time.
10. Funding
_______
There shall be no special fund out of which payments
shall be paid, nor shall Employees be required to make a
contribution as a condition of receiving payments.
Payments shall be made from the general funds of the
Company from which the Employee receives his/her
compensation.
11. Administration
______________
a. The Policy shall be administered by the Committee,
as the named fiduciary of the Policy under Section
3(16)(A) of ERISA. The provisions of Part 4 of
Title I of ERISA are incorporated by reference as
part of the Policy to define and govern the actions
of Midlantic and other fiduciaries hereunder.
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b. The Committee will have full power to administer the
Policy in all of its details, subject to applicable
requirements of law. For this purpose, the
Committee powers will include, but will not be
limited to, the following authority, in addition to
all other powers provided by this Policy:
(i) To make and enforce such rules and
regulations as it deems necessary or
proper for the efficient administration of
the Policy;
(ii) To interpret the Policy, its
interpretation thereof in good faith to be
final and conclusive on all persons
claiming benefits under the Policy;
(iii) To decide all questions concerning the
Policy and the eligibility of any person
to participate in the Policy;
(iv) To appoint such agents, counsel,
accountants, consultants and other persons
as may be required to assist in
administering the Policy; and
(v) To allocate and delegate its
responsibilities under the Policy and to
designate other persons to carry out any
of its responsibilities under the Policy.
c. The Committee shall adopt such procedures and rules
as it deems necessary or advisable to administer the
Policy and comply with all ERISA requirements
including without limitation providing a claims
procedure to provide adequate notice to any person
whose claim is denied setting forth the specific
reasons for denial, written in a manner calculated
to be understood by such person and offering a
reasonable opportunity for full and fair review of
such denial by the Committee. The Company shall
bear all costs and expenses incurred in
administering the Policy.
12. No Right to Employment
______________________
This Policy does not give any Employee the right to be
employed by the Company. The Company expressly reserves
the right to discharge any Employee for any reason not
prohibited by law.
13. Alienation of Benefits
______________________
Except as otherwise provided by law and by contract
governing any benefit offered under this Policy, no
benefit under the Policy may be voluntarily or
involuntarily assigned or alienated.
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14. Termination or Amendment
________________________
Although the Company (on the Effective Date) intends to
maintain the Policy for an indefinite period, the Company
or any of its controlled group of corporations, its
subsidiaries or divisions, or its lines of business,
reserves the right to amend any of the Policy terms or
terminate the Policy at any time, for any reason. Any
termination or partial termination of the Policy shall
not adversely affect the payment of benefits to which
Employees or their covered dependents were entitled under
the terms of the Policy prior to the date of termination
or partial termination.
15. Exclusivity and Enforceability
______________________________
The Policy is maintained for the exclusive benefit of
Employees and their covered dependents. The rights
conferred upon Employees and their covered dependents
under this Policy, including such materials as may be
incorporated herein by reference, shall be legally
enforceable.
16. Taxes
_____
The Company may withhold from any payment due under this
Policy any taxes required to be withheld under applicable
federal, state or local tax laws or regulations.
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