<PAGE>
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 Materials Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FIRST COASTAL CORPORATION
__________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________
(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 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):
_____________________
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>
FIRST COASTAL CORPORATION
36 THOMAS DRIVE
WESTBROOK, MAINE 04092
(207) 774-5000
April 18, 1997
Dear Stockholder:
We cordially invite you to attend the 1997 annual meeting of stockholders
(the "Annual Meeting") of First Coastal Corporation (the "Company"), which will
be held on Wednesday, May 21, 1997 at 10:00 a.m. at the Holiday Inn by the Bay,
88 Spring Street, Portland, Maine 04101. A copy of the Company's 1996 Annual
Report to Stockholders, Notice of Annual Meeting, the Proxy Statement for the
Annual Meeting of Stockholders and Proxy Card are enclosed.
At the Annual Meeting, you are being asked (i) to elect two directors to
the Board of Directors (the "Board") for three-year terms, and (ii) to ratify
the Board's appointment of Coopers & Lybrand L.L.P. as the Company's independent
accountants for the year ending December 31, 1997.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual
Meeting in person, please complete, date and sign the enclosed Proxy Card and
return it promptly in the envelope provided.
Thank you for your cooperation and continuing support.
Sincerely,
Gregory T. Caswell
President and Chief Executive Officer
<PAGE>
FIRST COASTAL CORPORATION
36 THOMAS DRIVE
WESTBROOK, MAINE 04092
(207) 774-5000
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 1997
________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of First Coastal Corporation (the "Company") will be held on
Wednesday, May 21, 1997 at 10:00 a.m. at the Holiday Inn by the Bay, 88 Spring
Street, Portland, Maine 04101, for the following purposes:
1. Election of Directors. To elect two directors for three-year terms
(Proposal One);
2. Ratification of Appointment of Accountants. To ratify the appointment
by the Board of Directors of the firm of Coopers & Lybrand L.L.P. as
independent accountants of the Company for the year ending December
31, 1997 (Proposal Two); and
3. Other Business. To transact such other business as may properly come
before the Annual Meeting or any adjournments or postponements
thereof.
Pursuant to the Company's Amended and Restated Bylaws, the Board of
Directors has fixed the close of business on April 16, 1997 as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. Only stockholders of record at the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof.
By Order of the Board of Directors
Gregory T. Caswell
President and Chief Executive Officer
Westbrook, Maine
April 18, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
FIRST COASTAL CORPORATION
36 THOMAS DRIVE
WESTBROOK, MAINE 04092
(207) 774-5000
___________________________________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 1997
___________________________________________
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is being furnished to the stockholders of First
Coastal Corporation (the "Company") in connection with the solicitation by the
Board of Directors of the Company (the "Board of Directors" or the "Board") of
proxies from holders of the outstanding shares of the Company's common stock,
par value $1.00 per share (the "Common Stock"), for use at the annual meeting of
stockholders (the "Annual Meeting"), to be held on Wednesday, May 21, 1997 at
10:00 a.m. at the Holiday Inn by the Bay, 88 Spring Street, Portland, Maine
04101, and any adjournments or postponements thereof. This Proxy Statement,
together with the enclosed form of proxy, is first being mailed to stockholders
of the Company on or about April 21, 1997.
At the Annual Meeting, stockholders will be asked (i) to elect two members
of the Board of Directors for three-year terms, (ii) to ratify the appointment
by the Board of the firm of Coopers & Lybrand L.L.P. as independent accountants
of the Company for the fiscal year ending December 31, 1997, and (iii) to
transact such other business as may properly come before the meeting or any
adjournments or postponements thereof.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
EXECUTED BUT UNMARKED PROXIES WILL BE VOTED (I) FOR PROPOSAL ONE TO ELECT THE
TWO NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS FOR THREE-YEAR TERMS, AND
(II) FOR PROPOSAL TWO TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1997.
Except for procedural matters incident to the conduct of the Annual Meeting, the
Company does not know of any matters other than those described in the Notice of
Annual Meeting of Stockholders that are to come before the Annual Meeting. If
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote the shares represented by such proxies
on such matters as determined by a majority of the Board of Directors.
The presence of a stockholder at the Annual Meeting will not automatically
revoke such stockholder's proxy. A stockholder may, however, revoke a proxy at
any time prior to its exercise by filing a written notice of revocation with, or
by delivering a duly executed proxy bearing a later date to, First Coastal
Corporation, Attention: Secretary, 36 Thomas Drive, Westbrook, Maine 04092, or
by attending the Annual Meeting and voting in person.
The cost of soliciting proxies for the Annual Meeting will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and employees, may also solicit proxies
personally or by telephone or telecopy. The Company will also request persons,
firms and corporations holding shares in their names or in the name of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners and will reimburse such holders for
their reasonable expenses in doing so.
<PAGE>
The securities which can be voted at the Annual Meeting consist of shares
of Common Stock of the Company. Each share entitles its owner to one vote on
all matters properly presented at the Annual Meeting. There is no cumulative
voting of shares. The close of business on April 16, 1997 has been fixed by the
Board as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting. At the close of business on April
16, 1997, there were approximately 1,558 holders of record of the 1,357,861
shares of Common Stock then outstanding. The presence, in person or by proxy,
of at least one-third of the total number of outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a quorum at
the Annual Meeting. Assuming the presence of a quorum at the Annual Meeting,
(i) directors are elected by a plurality of the votes of the holders of shares
of Common Stock present in person or represented by proxy and entitled to vote
at the Annual Meeting, and (ii) the affirmative vote of a majority of the votes
cast is required to ratify the appointment of the Company's independent
accountants. Stockholders' votes will be tabulated by the persons appointed by
the Board of Directors to act as inspectors of election for the Annual Meeting.
Abstentions will be treated as shares that are present or represented and
entitled to vote for purposes of determining a quorum but will not be counted as
a vote cast. Accordingly, abstentions with respect to shares represented at the
Annual Meeting will not affect Proposal One or Proposal Two.
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1996 accompanies this Proxy Statement. The Company is required to
file an Annual Report on Form 10-K for its 1996 fiscal year with the Securities
and Exchange Commission (the "SEC"). Stockholders may obtain, free of charge, a
copy of the Company's Annual Report on Form 10-K by writing to or telephoning
Investor Relations, First Coastal Corporation, 36 Thomas Drive, Westbrook, Maine
04092; (207) 774-5000.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
GENERAL
Pursuant to the Company's Restated Certificate of Incorporation, the
directors are divided into three classes, as nearly equal in number as possible,
with the number of directors as specified in the Company's Amended and Restated
Bylaws. The term of office of only one class of directors expires in each year,
and their successors are elected for terms of three years and until their
successors are elected and qualified. Under the Company's Amended and Restated
Bylaws, newly created directorships resulting from any increase in the
authorized number of directors may be filled, for the unexpired term, by the
concurring vote of a majority of the directors then in office, whether or not a
quorum, and any director so chosen shall hold office for the remainder of the
full term of the class of directors in which the new directorship was created
and until such director's successor shall have been elected and qualified.
In September 1996, the size of the Board of Directors was increased from
four directors to five directors, resulting in the increase in the class of
directors whose term of office expires in 1998 from one director to two
directors. David B. Hawkes was elected and chosen to fill such newly created
directorship. In addition, in March 1997, the size of the Board of Directors
was further increased from five directors to seven directors, resulting in the
increase in the class of directors whose term of office expires in 1998 from two
directors to three directors and the class of directors whose term of office
expires in 1999 from one director to two directors. Gregory T. Caswell was
elected and chosen to fill the newly created directorship with a term of office
to expire in 1998 and Dennis D. Byrd was elected and chosen to fill the newly
created directorship with a term of office to expire in 1999.
At the Annual Meeting, two directors will be elected for three-year terms.
The Board's nominees for election as directors for three-year terms are Normand
E. Simard and Edward K. Simensky. Messrs. Simard and Simensky have been members
of the Board of Directors of the Company since 1987 and 1994, respectively.
2
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF THE BOARD'S NOMINEES FOR ELECTION AS DIRECTORS OF THE COMPANY.
INFORMATION AS TO DIRECTOR NOMINEES AND CONTINUING DIRECTORS
The following table sets forth the names of the Board of Directors'
nominees for election as directors and each continuing director. Each director
of the Company also serves as a director of Coastal Savings Bank, a wholly owned
subsidiary of the Company (the "Bank"). Also set forth is certain other
information with respect to each such person's principal occupation or
employment during the past five years, the person's age at December 31, 1996 and
the periods during which such person has served as a director of the Company.
It is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as directors of the
nominees listed below for terms of three years, unless otherwise directed by
stockholders. The Board of Directors believes that the nominees set forth below
will stand for election and will serve if elected as directors. If either of
the nominees of the Board of Directors fails to stand for election or is unable
to accept election, the proxies will be voted for the election of such other
person or persons as the Board of Directors may recommend.
<TABLE>
<CAPTION>
AGE AT MEMBER OF TERM TO
DIRECTOR NOMINEES: DECEMBER 31, 1996 BOARD SINCE EXPIRE
- ------------------ ----------------- ----------- -------
<S> <C> <C> <C>
Normand E. Simard /(a)/ 55 1987 2000
Edward K. Simensky 55 1994 2000
AGE AT MEMBER OF TERM
CONTINUING DIRECTORS: DECEMBER 31, 1996 BOARD SINCE EXPIRES
- --------------------- ----------------- ----------- -------
Gregory T. Caswell /(b)/ 41 1997 1998
David B. Hawkes 52 1996 1998
Charles A. Stewart III 62 1995 1998
Dennis D. Byrd /(c)/ 34 1997 1999
Roger E. Klein 54 1990 1999
</TABLE>
/(a)/ Mr. Simard serves as Chairman of the Board of Directors of the Company and
the Bank.
/(b)/ Mr. Caswell serves as President and Chief Executive Officer of the Company
and the Bank.
/(c)/ Mr. Byrd serves as Treasurer of the Company and Executive Vice President,
Chief Financial Officer and Treasurer of the Bank.
DIRECTOR NOMINEES
- -----------------
NORMAND E. SIMARD has been President of York County Biscuit Company, a food
distributor in Biddeford, Maine, since July 1993, and prior thereto, served as
Vice President since 1967. Mr. Simard has been a director of the Bank since
1981.
EDWARD K. SIMENSKY has been President of Simensky & Thomson, certified public
accountants, in Saco, Maine, since 1978. Mr. Simensky was a member of the
advisory board of EastGuard Insurance Company, Saco, Maine ("EastGuard") from
1995 until 1996 when the advisory board was eliminated. Mr. Simensky was a
director of Mutual Fire Insurance Company, Saco, Maine, from 1987 until its
acquisition by EastGuard in 1995. Mr. Simensky has been a director of the Bank
since 1984.
3
<PAGE>
CONTINUING DIRECTORS
- --------------------
GREGORY T. CASWELL joined the Bank in December 1991 as Senior Vice
President and Senior Loan Officer responsible for managing the lending, loan
workout and credit administration functions of the Bank. From 1985 to 1991, he
was with First NH Banks initially as Vice President - Commercial Lending, then
as Vice President in the bank's special assets group. In 1994, Mr. Caswell was
promoted to Executive Vice President --Lending Division of the Bank. Effective
March 1995, Mr. Caswell was elected President and Chief Executive Officer of the
Company and the Bank and a director of the Bank, and in March 1997, Mr. Caswell
became a director of the Company. In addition, Mr. Caswell became a director of
the Greater Portland Big Brothers/Big Sisters, Inc. in 1996.
DAVID B. HAWKES is part owner of, and a consultant and business advisor
with Cloudhawk, Inc., a consulting firm located in Portland, Maine, which was
established in 1993. Prior to that, Mr. Hawkes was a partner at KPMG Peat
Marwick, Portland, Maine, for 23 years. Mr. Hawkes is also a part owner of New
England Internet Services, Inc., a commercial internet consulting business
established in 1995. Mr. Hawkes is a director of AAA Northern New England,
Bancroft & Martin, Inc., Concord Pacific Corporation, PharmX Inc., Pride
Manufacturing Company and Shawnee Peak, Inc. Mr. Hawkes served as special
consultant to Runyon, Kersteen & Oullettee, certified public accountants,
Portland, Maine, from 1995 to 1996. Mr. Hawkes was elected to the Boards of
Directors of the Company and the Bank in September 1996.
CHARLES A. STEWART III was the President of A.L. Stewart & Sons, a food
processing company located in Cherryfield, Maine, from 1958 until 1982 when the
company was sold. Mr. Stewart also was the owner of Tennis of Maine, Inc., an
indoor tennis club located in Falmouth, Maine, from 1982 until 1985 when the
company was sold. Mr. Stewart is currently the Treasurer of M.C.S. Enterprises,
Inc., a real estate investment company based in Freeport, Maine. Mr. Stewart has
been a director of the Bank since 1986. Mr. Stewart has been a director of the
Boys & Girls Club of Greater Portland since 1987 and was chairman of the
organization's planned giving committee from 1994 until 1996. In addition, Mr.
Stewart has been a director of the Maine Tennis Foundation since 1994 and in
1996 became a director of Community Dispute Resolutions Center, a nonprofit
mediation organization based in Portland, Maine.
DENNIS D. BYRD joined the Bank in October 1985 as Deposit Operations
Technician. From 1987 to 1992, Mr. Byrd was responsible for financial operations
of the Bank, promoted to Assistant Treasurer/Controller in 1989 and Assistant
Vice President in 1990. In 1993, Mr. Byrd was promoted to Vice
President/Controller and Treasurer of the Bank, and Treasurer of the Company and
Coastal Bancorp. In 1994, Mr. Byrd was promoted to Executive Vice President,
Chief Financial Officer and Treasurer of the Bank and effective March 1995, Mr.
Byrd was elected to the Board of Directors of the Bank. Mr. Byrd became a
director of the Company in March 1997.
ROGER E. KLEIN is President and owner of Interest Rate Futures Research
Corporation of Princeton, New Jersey, a firm established in 1980 to manage money
in the financial futures markets. In 1982, Mr. Klein established two affiliated
companies, Futures Strategies Corp. and Timing Strategies Corp., through which
Mr. Klein manages funds and provides investment advice to institutions,
individuals and corporations. In September 1989, Mr. Klein became the Chief
Investment Officer, Executive Vice President and part owner of Quantum American,
Inc., a minority owned investment management company located in New Orleans. Mr.
Klein has been a director of the Bank since 1994.
4
<PAGE>
CORPORATE GOVERNANCE AND OTHER MATTERS
The Board of Directors acts as a nominating committee for selecting
nominees for election as directors. The Company's Amended and Restated Bylaws
also permit stockholders eligible to vote at the Annual Meeting to make
nominations for directors but only if such nominations are made pursuant to
timely notice in writing to the Secretary of the Company. To be timely, notice
must be delivered to, or mailed to and received at, the principal executive
offices of the Company not less than 30 days nor more than 90 days prior to the
date of the meeting, provided that at least 45 days' notice or prior public
disclosure of the date of the meeting is given or made to the stockholders. If
less than 45 days' notice or prior disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 15th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. A stockholder's notice of nomination must also set forth
certain information specified in Article III, Section 13 of the Company's
Amended and Restated Bylaws concerning each person the stockholder proposes to
nominate for election and the nominating stockholder. The Company's Amended and
Restated Bylaws provide that only persons who are nominated in accordance with
the procedures set forth in the Amended and Restated Bylaws shall be eligible
for election as directors.
The Board of Directors has appointed a standing Audit Committee of the
Board, which committee may consist only of non-employee directors of the Company
and the Bank. The Audit Committee receives and reviews the audit and examination
reports of the Company's independent accountants and, when applicable, federal
examiners. It also reviews the adequacy of internal controls established by the
Company's management, the independent accountant's letter to management
concerning the effectiveness of such controls and management's response to that
letter. In addition, the Audit Committee reviews and recommends to the Board of
Directors the firm to be engaged as the Company's independent accountants. The
members of the Audit Committee currently are Messrs. Hawkes and Simensky.
The Company and the Bank do not have a separate Compensation Committee of
the Board of Directors.
During the year ended December 31, 1996, the Board of Directors held 22
meetings and the Audit Committee held one meeting. No incumbent director during
the year ended December 31, 1996 attended fewer than 75% of the total number of
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which he served during the period of his
directorship.
EXECUTIVE OFFICERS
The following table sets forth the names of the executive officers of the
Company and the Bank. For information regarding each such officer's principal
occupation or employment during the past five years, the officer's age at
December 31, 1996 and the positions currently held with the Company and the
Bank, see "Election of Directors -- Information as to Director Nominees and
Continuing Directors."
<TABLE>
<CAPTION>
Age at
Name December 31, 1996 Positions Held
---- ----------------- --------------
<S> <C> <C>
Gregory T. Caswell 41 President, Chief Executive Officer and a
director of the Company and the Bank
Dennis D. Byrd 34 Treasurer and a director of the Company
and Executive Vice President, Chief
Financial Officer and Treasurer and a
director of the Bank
</TABLE>
5
<PAGE>
Each executive officer has entered into an employment agreement with the
Company and the Bank. Such employment agreements provide for an initial term
which ends on December 31, 1997, with automatic renewals for one additional
consecutive 12-month period as of December 31, 1996 and each subsequent
anniversary of December 31, unless the Company and the Bank, or the executive
officer, gives written notice to the contrary at least two months prior to any
such renewal date. For more information regarding the employment agreement of
Mr. Caswell, see "Executive Compensation -- Employment Agreement."
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth the compensation paid by the Company and
the Bank during 1996, 1995 and 1994 to the President and Chief Executive Officer
of the Company and the Bank, who was the only executive officer whose
compensation exceeded $100,000 for services rendered in all capacities to the
Company and the Bank during the year ended December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
----------------------- -------------------------------------
NUMBER OF
RESTRICTED SECURITIES
PRINCIPAL POSITIONS YEAR SALARY BONUS STOCK AWARDS/(A)/ UNDERLYING OPTIONS
- ------------------- ---- -------- ------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
Gregory T. Caswell 1996 $124,800 $15,000 $25,000 25,000
President and 1995 111,827 34,000 - -
Chief Executive Officer 1994 76,416 3,000 - -
_______________________________
</TABLE>
/(a)/ The value of the restricted stock award is based on the closing market
price of the Company's Common Stock on the date of grant multiplied by the
number of shares awarded. During 1996, Mr. Caswell was awarded 5,000
shares of restricted which vest ratably over a three-year period (from May
2, 1996). At December 31, 1996, Mr. Caswell held 5,000 shares of
restricted stock which had a value of $38,750 based on the closing market
price of the Company's Common Stock at such date. Under the Company's 1996
Stock Option and Equity Incentive Plan, holders of restricted stock awards
generally have the rights and privileges of a stockholder of the Company,
including the right to vote and to receive dividends, except that the
holder generally may not sell, transfer, assign, pledge or otherwise
encumber or dispose of the shares covered by an award until such shares
have become vested.
6
<PAGE>
OPTION GRANTS
The following table contains information with respect to grants of stock
options to the President and Chief Executive Officer of the Company during the
year ended December 31, 1996.
OPTION GRANTS DURING 1996
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION -----------------
NAME GRANTED /(A)/ IN 1996 PRICE /(B)/ DATE 5% 10%
- ---- ------------- ------- ----------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gregory T. Caswell 15,000 29% $5.00 May 2006 $ 47,167 $119,531
10,000 20 7.25 December 2006 45,595 115,546
_________________________
</TABLE>
/(a)/ Options granted to Mr. Caswell vest ratably over a three-year period,
subject to acceleration under certain circumstances.
/(b)/ All option grants were made at 100% of the fair market value of the Common
Stock on the date of grant.
OPTION EXERCISES AND HOLDINGS
The following table contains information with respect to the President and
Chief Executive Officer of the Company concerning the exercise of stock options
during 1996 and the value of all unexercised options held by such individual at
December 31, 1996.
AGGREGATE OPTION EXERCISES IN 1996 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END /(A)/
ON -------------------------- --------------------------
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gregory T. Caswell - - - 25,000 - $46,250
______________________________________________
</TABLE>
/(a)/ Based on the closing price of the Company's Common Stock on December 31,
1996 of $7.75, less the exercise price.
PENSION PLAN
The Bank maintains a qualified noncontributory pension plan (the "Pension
Plan") for its officers and other employees through RSI Retirement Trust,
created to provide retirement benefits for the employees of savings banks and
their allied organizations. The Pension Plan is jointly administered by the
plan administrator and a pension committee appointed by the Bank and RSI
Retirement Trust. All employees are eligible to participate in the Pension Plan
if they have reached age 21 and have completed one year's service of 1,000 or
more hours. Vesting occurs after a participant completes five years of service
of 1,000 or more hours per plan year. The Pension Plan is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
7
<PAGE>
The Pension Plan provides for monthly benefits to or on behalf of each
covered employee at age 65 and has provisions for death benefits, early
retirement after attainment of age 55 and 10 years of service, and disability
benefits. The annual retirement benefit is 2% of the average annual earnings
during the highest paid consecutive three years of the five years immediately
preceding retirement multiplied by years of service (maximum 30 years), reduced
by 1-2/3% of the primary social security benefits multiplied by years of service
(maximum 30 years). In addition, a participant will receive an annuity based
upon the actuarial value of any accumulated voluntary contributions. Annual
earnings for purposes of determining benefits under the Pension Plan consist of
the annual base compensation excluding overtime, bonus payments or any other
special payments.
The following table illustrates annual pension benefits for retirement as
of December 31, 1996 at age 65 for various levels of compensation and years of
service under the Pension Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service /(a)/
Annual ------------------------------------------------------
Compensation 15 20 25 30 35
- ---------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 75,000 $22,500 $30,000 $37,500 $45,000 $45,000
100,000 30,000 40,000 50,000 60,000 60,000
125,000 37,500 50,000 62,500 75,000 75,000
150,000 45,000 60,000 75,000 90,000 90,000
175,000 45,000 60,000 75,000 90,000 90,000
200,000 45,000 60,000 75,000 90,000 90,000
</TABLE>
_________________________________
/(a)/ Benefits represent annual amounts under a five year and life benefit
payment option. A portion of the participant's primary social security
benefit will reduce the amount shown in this table. For 1997, pension
benefits are subject to a statutory maximum amount of $125,000, subject to
cost-of-living adjustments, and the maximum annual compensation on which
retirement benefits may be calculated is limited to $160,000.
Mr. Caswell has 5.25 years of credited service under the Pension Plan as
of December 31, 1996. Mr. Caswell's annual accrued benefit payable at age 65
under the Pension Plan is $7,462 determined as of December 31, 1996. The
compensation of Mr. Caswell covered by the Pension Plan for 1996 consists of his
base salary as set forth in the Summary Compensation Table. See "-- Cash
Compensation."
COMPENSATION OF DIRECTORS
During 1996, there were no fees earned or paid to directors of the Company
for any service provided as a director of the Company. The Company has not made
and does not anticipate making any such payments to directors for 1997. During
the first and second quarters of 1996, each non-employee director of the Bank
received a quarterly retainer of $1,250 and a monthly aggregate meeting fee of
$250 provided that at least one meeting of the Board of Directors of the Bank
was held during the month. During the third and fourth quarters of 1996, the
quarterly retainer paid to each non-employee director of the Bank was increased
to $2,500 and the monthly aggregate meeting fee was eliminated. No amounts were
paid to non-employee directors of the Bank for meetings of committees on which
such directors served. Employee directors of the Bank receive no additional
compensation for serving as directors or committee members of the Bank.
Pursuant to the First Coastal Corporation 1996 Stock Option and Equity
Incentive Plan (the "Plan"), in July 1996 each of Messrs. Klein, Simard,
Simensky and Stewart, the then-current non-employee directors of the Company,
was granted a non-qualifying option with a 10-year term for 1,500 shares of
Common Stock (representing an aggregate of options exercisable for 6,000 shares
of Common Stock) at an exercise price equal to $5.00 per share, representing the
price at which the Company's Common Stock was offered to the public in
connection with its registered public offering in July 1996. The Plan also
provides that, subject to the availability
8
<PAGE>
of shares, as of each annual meeting of stockholders of the Company after
December 31, 1996, each non-employee director of the Company who is elected by
the stockholders at, or whose term of office continues after, such meeting will
be granted a non-qualifying option with a 10-year term for 500 shares upon the
date of such election or meeting at a per share exercise price equal to the
market value of a share of Common Stock on the date of grant.
A deferred compensation plan (the "Deferred Compensation Plan") was
established in 1987 for members of the Board of Directors of the Company and
non-employee directors of the boards of subsidiaries of the Company. Under the
Deferred Compensation Plan, each participant has the right to elect to defer a
portion of his or her annual directors' fees, with amounts deferred credited
monthly with interest at an annual rate which is determined prior to the
beginning of each calender year. For 1996, the interest rate was 7.23%.
Payment of amounts credited is available to participants by a lump sum or a
designated number of monthly installments, which number may not be less than 12
nor more than 120. For 1996, no director of the Bank elected to defer any
portion of his director fees.
EMPLOYMENT AGREEMENT
In July 1996, the Company and the Bank entered into an employment
agreement (the "Employment Agreement") with Mr. Caswell, which superseded the
employment protection agreement entered into by the Bank with Mr. Caswell in
December 1994. Under the Employment Agreement, Mr. Caswell may receive annual
salary increases based on increases in the cost of living and based upon
performance or merit, as determined by the Boards of Directors of the Company
and the Bank. Mr. Caswell is also eligible (i) to receive discretionary bonuses
as may be authorized by the Board of Directors of the Company or the Bank, (ii)
to participate in any plan of the Company or the Bank relating to stock options,
stock purchases, pension, thrift, profit sharing, employee stock ownership,
group life insurance, medical coverage, disability insurance, education or other
retirement or employee benefits that the Company or the Bank has adopted or may
adopt for the benefit of its executive employees, and (iii) to participate in
any other fringe benefits which are or may be or become applicable to executive
employees of the Company or the Bank. In addition, Mr. Caswell is authorized to
incur reasonable business expenses in the performance of his duties. The
Employment Agreement provides for an initial term which ends on December 31,
1997 with automatic renewals for one additional consecutive 12-month period as
of December 31, 1996 and each subsequent anniversary of December 31, unless the
Company and the Bank, or Mr. Caswell, gives written notice to the contrary at
least two months prior to any such renewal date. The base salary for Mr. Caswell
for the year ending December 31, 1997 is $129,792, which salary may not be
reduced under the Employment Agreement without his written consent.
The Boards of Directors of the Company and the Bank may terminate Mr.
Caswell's employment at any time. The Employment Agreement provides that if Mr.
Caswell's employment is terminated other than for cause (as defined) or Mr.
Caswell terminates his employment with good reason (as defined), Mr. Caswell
will be entitled (subject to certain limitations) (a) to continue to participate
in and accrue benefits under all retirement, pension, profit-sharing, employee
stock ownership and other deferred compensation plans of the Company and the
Bank for the remaining term of the Employment Agreement, but not in excess of 24
months, (b) to receive discretionary bonuses as may be authorized by the Board
of Directors of the Company or the Bank for the remaining term of the Employment
Agreement, but not in excess of 24 months, (c) to receive certain insurance and
indemnification benefits with respect to Mr. Caswell's acts or omissions while
an officer or director until the final expiration or running of all periods of
limitation against action which may be applicable to such acts or omissions, and
(d) to be paid a lump sum cash payment as liquidated damages in an amount equal
to the amount that would be payable over a period equal to the remaining term of
the Employment Agreement, but not in excess of 24 months. The Employment
Agreement provides that no payment is required to be made to Mr. Caswell that
would constitute a "golden parachute payment" (as defined) pursuant to certain
rules and regulations of the Federal Deposit Insurance Corporation for which no
applicable exception exists thereunder at the time of such payment. If Mr.
Caswell becomes disabled or incapacitated to the extent that he is unable to
perform his duties and obligations under the Employment Agreement, Mr. Caswell
will be entitled to receive disability benefits of
9
<PAGE>
the type provided for other executive employees of the Company and the Bank, and
the obligations of the Company and the Bank under the Employment Agreement will
be limited to providing such benefits for the period of such disability.
CERTAIN TRANSACTIONS
From time to time the Bank makes residential mortgage loans to employees
of the Company, other than its executive officers. Management believes that
these residential mortgage loans are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and neither involve more than normal risks of collectibility nor
present other unfavorable features. Prior to Mr. Hawkes being nominated and
elected to the Boards of the Company and the Bank, the Bank made two commercial
loans to a partnership in which Mr. Hawkes is a general partner. The original
loans were made in 1986 and 1989 for $475,000 and $161,348, respectively. Since
January 1, 1996, the largest aggregate amount of indebtedness outstanding under
each such loan was $429,798 and $145,435, and at December 31, 1996 the
outstanding loan balances were $422,439 and $134,430. These loans, including any
subsequent modifications to the terms of these loans, were made in the ordinary
course of business and were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and neither involve more than normal risks of
collectibility nor present other unfavorable features. Both loans are current
and are being paid in accordance with the loan agreements.
During the 1996 fiscal year, the Bank paid Futures Strategies Corporation
("FSC"), which is owned by Mr. Klein and of which he is President, $1,500 per
month for general investment services. There is no written contract between the
Bank and FSC with respect to the payment of such fees to, and the provision of
such services by, FSC.
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, and persons who own more than 10% of
its Common Stock, to file with the SEC initial reports of ownership of the
Company's equity securities and to file subsequent reports when there are
changes in such ownership. Based on a review of reports submitted to the
Company, the Company believes that, during the fiscal year ended December 31,
1996, all Section 16(a) filing requirements applicable to the Company's
officers, directors and more than 10% owners were complied with on a timely
basis, except as follows: Mr. Simard was late with respect to filing a Form 4
reporting the acquisition of certain shares of the Company's Common Stock by a
trust of which he is trustee; each of Messrs. Byrd, Caswell, Klein, Simard,
Simensky and Stewart was approximately five days late with respect to filing a
Form 4 reporting the purchase of certain shares of Common Stock of the Company
in its July 1996 registered public offering; and Mr. Hawkes was late with
respect to filing a Form 3 in connection with his appointment to the Board of
Directors of the Company in September 1996.
10
<PAGE>
STOCK OWNED BY MANAGEMENT
The following table sets forth information as of April 16, 1997 with
respect to the amount of Common Stock of the Company beneficially owned by each
director of the Company, the nominees for election as directors, by the
President and Chief Executive Officer, and by all directors and executive
officers of the Company as a group. The information is based on information
furnished to the Company by each such person.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF BENEFICIAL COMMON STOCK
NAME OWNERSHIP /(a)/ OUTSTANDING
---- --------------- -----------
<S> <C> <C>
Gregory T. Caswell
President and Chief Executive Officer
and Director............................... 20,000/ (b)/ 1.5%
Dennis D. Byrd
Treasurer and Director..................... 6,800 /(c)/ *
David B. Hawkes
Director................................... - -
Roger E. Klein
Director................................... 1,682/ (d)/ *
Normand E. Simard
Chairman of the Board...................... 6,063/ (e)/ *
Edward K. Simensky
Director................................... 3,705/ (d)/ *
Charles A. Stewart III
Director................................... 3,500 /(d)/ *
All directors and executive officers
as a group (7 persons)....................... 41,750/ (f)/ 3.0%
</TABLE>
____________________________________
* Less than 1% of shares outstanding.
/(a)/ In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is considered to "beneficially own" shares (i) over which he has or
shares voting or investment power or (ii) of which he has the right to
acquire beneficial ownership at any time within 60 days of April 16, 1997.
As used herein, "voting power" is the power to vote or direct the voting
of shares and "investment power" is the power to dispose or direct the
disposition of shares.
/(b)/ Consists of 10,000 shares held jointly by Mr. Caswell and his wife, 5,000
shares of restricted stock, which restricted stock vests over a three-year
period (from May 2, 1996), and options exercisable for 5,000 shares, which
options vest within 60 days of April 16, 1997.
/(c)/ Consists of 1,800 shares held jointly by Mr. Byrd and his wife, 2,500
shares of restricted stock, which restricted stock vests over a three-year
period (from May 2, 1996), and options exercisable for 2,500 shares, which
options vest within 60 days of April 16, 1997.
/(d)/ Includes options exercisable for 1,500 shares, which options are presently
exercisable.
/(e)/ Includes options exercisable for 1,500 shares, which options are presently
exercisable and 1,098 shares held in a trust of which Mr. Simard is the
sole trustee.
/(f)/ Includes 13,500 options and 7,500 shares of restricted stock.
Based on information currently on file with the SEC, there are no
individuals believed by management to be the beneficial owner of more than 5% of
the Company's outstanding Common Stock as of April 16, 1997.
11
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(PROPOSAL TWO)
The Board of Directors has appointed the firm of Coopers & Lybrand L.L.P.
to continue as independent accountants for the Company for the year ending
December 31, 1997, subject to ratification of such appointment by the
stockholders. Coopers & Lybrand L.L.P. has served as the Company's independent
accountants for each of the fiscal years ended 1993 through 1996. Unless
otherwise indicated, properly executed proxies will be voted in favor of
ratifying the appointment of Coopers & Lybrand L.L.P., independent certified
public accountants, to audit the books and accounts of the Company for the year
ending December 31, 1997. No determination has been made as to what action the
Board of Directors would take if the stockholders do not ratify the appointment.
Assuming the presence of a quorum at the Annual Meeting, the affirmative
vote of a majority of the votes cast is required to ratify the appointment of
Coopers & Lybrand L.L.P. as the Company's independent accountants for the year
ending December 31, 1997.
Representatives of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION
OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE INDEPENDENT ACCOUNTANTS OF
THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1997.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder of the Company who intends to present a proposal for
action must file a copy thereof with the Secretary of the Company not less than
30 days nor more than 90 days prior to the date of the annual meeting, unless
notice or public disclosure of the meeting occurs less than 45 days prior to the
date of the meeting, in which event stockholders may deliver such notice not
later than the 15th day following the day on which notice of the meeting was
mailed or public disclosure thereof was made. If the proposal or proposals are
to be included in the Company's proxy statement and form of proxy relating to
the 1998 annual meeting, they must be received by the Secretary of the Company
at 36 Thomas Drive, Westbrook, Maine 04092 by December 22, 1997 pursuant to the
proxy soliciting rules of the SEC. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and form of proxy relating
to the 1998 annual meeting any stockholder proposal which may be excluded under
the SEC regulations in effect at the time such proposals are received.
12
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matters to be presented for action by the stockholders at the
Annual Meeting. If, however, any other matters not now known are properly
brought before the Annual Meeting, the persons named in the accompanying proxy
will vote such proxy on such matters as determined by a majority of the Board of
Directors.
By Order of the Board of Directors
Gregory T. Caswell
President and Chief Executive Officer
Westbrook, Maine
Dated: April 18, 1997
13
<PAGE>
REVOCABLE PROXY
FIRST COASTAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD
The undersigned stockholder of First Coastal Corporation (the "Company")
hereby authorizes David B. Hawkes, Charles A. Stewart III, and each of them,
with full power of substitution, to vote and otherwise represent all the shares
of Common Stock of the Company held of record by the undersigned at the Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held at the
Holiday Inn by the Bay, 88 Spring Street, Portland, Maine 04101 on Wednesday,
May 21, 1997 at 10:00 a.m., and any adjournments or postponements thereof.
This proxy, when properly completed, will be voted in the manner directed
herein by the undersigned stockholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED (I) FOR THE ELECTION OF THE BOARD'S NOMINEES NAMED IN THE
PROXY STATEMENT AND ON THE REVERSE SIDE AS DIRECTORS OF THE COMPANY, AND (II)
FOR RATIFICATION OF THE APPOINTMENT BY THE BOARD OF THE FIRM OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 1997, AND IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD AS TO OTHER MATTERS.
The undersigned stockholder may revoke this Proxy at any time before it is
voted by filing a written notice of revocation with the Secretary of the Company
prior to the Annual Meeting, by filing a duly executed proxy bearing a later
date with the Secretary of the Company prior to the Annual Meeting or by
attending the Annual Meeting and voting in person. The undersigned stockholder
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement and hereby revokes any proxy or proxies heretofore given.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
----------------------------------------------------------
<PAGE>
(CONTINUED FROM OTHER SIDE)
---------------------------
1. Election of the following nominees as directors for a three-year term:
Normand E. Simard
Edward K. Simensky
FOR ALL WITHHOLD AUTHORITY
nominees listed above. to vote for all nominees listed above.
[_] [_]
WITHHOLD AUTHORITY
to vote for the following nominee only (write the name of the
nominee in the space below):
________________________________________
2. Ratification of the appointment by the Board of the firm of Coopers &
Lybrand L.L.P. as independent accountants of the Company for the year
ending December 31, 1997.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Upon such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof, as determined by a majority of
the Company's Board.
_________________________________
Signature(s) of Stockholder or
Authorized Representative
Date: ___________________________
Please date and sign exactly as name appears
hereon. Each executor, administrator,
trustee, guardian, attorney-in-fact and
other fiduciary should sign and indicate his
or her full title. When stock has been
issued in the name of two or more persons,
all should sign.
IF YOU RECEIVE MORE THAN ONE PROXY CARD,
PLEASE SIGN AND RETURN ALL CARDS IN THE
ACCOMPANYING ENVELOPE.
