<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
FIRST ESSEX BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FIRST ESSEX BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of 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:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it was
determined.
/ / 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> 2
LOGO
April 1, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
First Essex Bancorp, Inc. (the "Corporation") to be held on Thursday, May 2,
1996, at 10:00 a.m., local time, at the Andover Country Club, 60 Canterbury
Street, Andover, Massachusetts.
The Annual Meeting has been called for the purpose of electing three Class
III Directors, each for a three-year term, and considering and voting upon such
other business as may properly come before the meeting or any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on March 15, 1996,
as the record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF THE THREE NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS OF THE
CORPORATION.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY CARD.
Very truly yours,
/s/ Leonard A. Wilson
LEONARD A. WILSON
President and Chief Executive Officer
CORPORATE HEADQUARTERS: 71 Main Street, Andover, MA 01810 Telephone 508-475-4313
<PAGE> 3
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
ANDOVER, MASSACHUSETTS 01810
TELEPHONE: (508) 475-4313
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 2, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
Essex Bancorp, Inc. (the "Corporation") will be held on Thursday, May 2, 1996,
at 10:00 a.m., local time, at the Andover Country Club, 60 Canterbury Street,
Andover, Massachusetts, for the purpose of considering and acting upon:
1. The election of three Class III Directors each for a three-year
term; and
2. Such other business as may properly come before the meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 15, 1996 as
the record date for determination of stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournments or postponements thereof. Only
holders of common stock of record at the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof.
In the event there are not sufficient votes with respect to the foregoing
proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit further solicitation of proxies.
By Order of the Board of Directors
/s/ James H. Eaton, III
JAMES H. EATON, III
Secretary
Andover, Massachusetts
April 1, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE> 4
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
ANDOVER, MASSACHUSETTS 01810
TELEPHONE: (508) 475-4313
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 2, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Essex Bancorp, Inc. (the
"Corporation") for use at the Annual Meeting of Stockholders of the Corporation
to be held on Thursday, May 2, 1996, at 10:00 a.m., local time, at the Andover
Country Club, 60 Canterbury Street, Andover, Massachusetts, and any adjournments
or postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Corporation will be asked to
consider and vote upon the following matters:
1. To elect three Class III Directors each for a three-year term,
each such term to continue until the 1999 annual meeting and until each
Director's successor is duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and proxy card are first
being mailed to stockholders of the Corporation on or about April 1, 1996, in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on March 15, 1996, as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"). Only holders of common stock of record at
the close of business on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. As of the Record Date, there were 6,023,567 shares
of the Corporation's common stock, par value $0.10 per share ("Common Stock"),
outstanding and entitled to vote at the Annual Meeting and 1,240 stockholders of
record. Each holder of a share of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held of
record for each matter properly submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. A quorum being present, the
affirmative vote of a plurality of the shares present and voting is necessary to
elect a nominee as a Director of the Corporation. Abstentions and broker
non-votes will have no effect on the outcome of the election of Directors.
Abstaining from voting on a proposal other than the election of Directors will
have the same effect as voting against the proposal. However, broker non-votes
will not be included in the calculation of shares entitled to vote for a
proposal other than the election of Directors and will have no effect on the
outcome.
STOCKHOLDERS OF THE CORPORATION ARE REQUESTED TO COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY THE CORPORATION AND NOT
REVOKED WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN, PROPERLY EXECUTED
PROXIES WILL BE VOTED "FOR" THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR
LISTED IN THIS PROXY STATEMENT. IT IS NOT ANTICIPATED THAT ANY MATTERS OTHER
THAN THE ELECTION OF DIRECTORS WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER
MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION
OF THE PROXY HOLDERS.
<PAGE> 5
Any properly completed proxy may be revoked at any time before it is voted
by giving written notice of such revocation to the Secretary of the Corporation,
or by signing and duly delivering a proxy bearing a later date, or by attending
the Annual Meeting and voting in person.
The Annual Report of the Corporation, including financial statements for
the fiscal year ended December 31, 1995, is being mailed to stockholders of the
Corporation concurrently with this Proxy Statement. The Annual Report, however,
is not a part of the proxy solicitation material.
GENERAL
First Essex Bancorp, Inc., a Delaware corporation, is the holding company
for First Essex Bank, FSB (the "Bank").
ELECTION OF DIRECTORS
The Board of Directors of the Corporation currently consists of eight
members and is divided into three classes, two of which have three members and
one of which has two members. Directors serve for three year terms with one
class of Directors being elected by the Corporation's stockholders at each
annual meeting.
At the Annual Meeting, three Class III Directors will be elected to serve
until the 1999 annual meeting and until their successors are duly elected and
qualified. The Board of Directors has nominated Thomas S. Barenboim, William L.
Lane, and Robert H. Watkinson to serve as Class III Directors. Unless otherwise
specified in the proxy, 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 each of the nominees. Each of the nominees has agreed to stand for
election and to serve if elected as a Director. However, if any of the persons
nominated by 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
persons as the Board of Directors may recommend.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT THE CORPORATION'S
STOCKHOLDERS VOTE FOR THE ELECTION OF THE THREE NOMINEES OF THE BOARD OF
DIRECTORS AS DIRECTORS OF THE CORPORATION.
INFORMATION REGARDING DIRECTORS AND NOMINEES
<TABLE>
The following table sets forth certain information as of March 1, 1996
regarding the Directors of the Corporation, including the three Class III
Directors who have been nominated for re-election at the Annual Meeting, based
on information furnished by them to the Corporation.
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
DIRECTOR BENEFICIALLY PERCENT
NAME AGE SINCE(1) OWNED(2) OF CLASS(3)
- ------------------------------------------------- --- -------- ------------ -----------
<S> <C> <C> <C> <C>
CLASS III -- TERM TO EXPIRE 1996
Thomas S. Barenboim*............................. 40 1996(6) 1,000 0.02
William L. Lane*................................. 54 1977 10,652 0.18
Robert H. Watkinson*............................. 55 1983 14,028 0.23
CLASS I -- TERM TO EXPIRE 1997
Frank J. Leone, Jr. ............................. 56 1973 26,345(4) 0.44
Robert H. Pangione............................... 60 1982 87,056(4) 1.45
CLASS II -- TERM EXPIRING 1998
Augustine J. Fabiani............................. 65 1981 13,945(4) 0.23
Walter W. Topham................................. 57 1981 16,465(4) 0.27
Leonard A. Wilson................................ 56 1989 113,338(4)(5) 1.88
<FN>
- ---------------
* Nominee for election.
(1) All Directors of the Corporation were first elected on and have served as
Directors since December 17, 1986, except Messr. Wilson and Barenboim, who
were elected as Directors by the Board of Directors
</TABLE>
2
<PAGE> 6
effective as of February 16, 1989, and March 21, 1996, respectively. The
year listed in the table is the year in which the named individual became a
Trustee or a Director of the Corporation. All Directors are also Directors
of the Bank.
(2) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Exchange Act. Accordingly, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares the power to vote
such security or the power to dispose of such security. The amounts set
forth above as beneficially owned include shares owned by spouses and
relatives living in the same home as to which beneficial ownership may be
disclaimed. The amounts set forth above as beneficially owned also include
shares of Common Stock which such Directors had the right to acquire within
60 days of March 1, 1996, under options previously granted pursuant to the
First Essex Bancorp, Inc. 1987 Stock Option Plan (the "Stock Option Plan")
in the following amounts: Mr. Lane, 6,000; Mr. Watkinson, 6,000 ; Mr. Leone,
8,000 shares; Mr. Pangione, 8,000 shares; Mr. Fabiani, 6,000 shares; Mr.
Topham, 8,000 shares and Mr. Wilson, 66,067 shares. All of these options are
exercisable at either $7.50 or $8.00 per share, except shares held by Mr.
Wilson which are exercisable at $5.25, $6.9375, $7.50 and $8.00 per share.
On March 1, 1996, the closing sale price of First Essex Common Stock on
NASDAQ was $11.4375.
(3) For purposes of computing the Percent of Class held by each person, any
shares of Common Stock which such person has the right to acquire pursuant
to the exercise of a stock option is deemed to be outstanding, but is not
deemed to be outstanding for purposes of computing the Percent of Class held
by any other person.
(4) Indicates that such person shares voting or investment power as to all or a
portion of such shares. The number of shares as to which each person shares
voting or investment power is as follows: Mr. Leone, 18,000 shares; Mr.
Pangione, 68,128 shares; Mr. Fabiani, 337 shares and Mr. Topham, 2,493
shares. The foregoing amounts include shares owned by spouses or relatives
living in the same home, as to which beneficial ownership and sharing of
voting and investment power may be disclaimed.
(5) Includes shares allocated to the account of Mr. Wilson under the First Essex
Bank 401(k) Plan.
(6) Under the by-laws, the Board of Directors voted Thomas S. Barenboim a
director to fill a vacancy on the Board. He has served since March 21, 1996.
The principal occupation and business experience during at least the last
five years for each Director of the Corporation is set forth below. Information
regarding Mr. Wilson is set forth under the heading "Executive Officers."
Thomas S. Barenboim is President and owner of Clark Chrysler-Plymouth Jeep
Eagle, Robert's Chrysler Plymouth, Thames Ford-Mercury, and I.T. Robert's
Autobody.
Augustine J. Fabiani is retired; he was formerly Division Personnel Manager
of Massachusetts Electric Co. in North Andover, Massachusetts.
William L. Lane is President and Chief Executive Officer of Valley Regional
Health System, Inc. and its subsidiary corporations, Holy Family Hospital, Inc.,
Valley Regional Support Services, Inc., Valley Regional Ventures, Inc., Andover
Center for Physical Therapy and Holy Family Hospital Foundation, Inc. The
principal business of these corporations is to provide acute hospital service.
Mr. Lane has been the Chief Executive Officer of this entity since 1971.
Frank J. Leone, Jr. is a partner in Leone Realty, commercial real estate.
He was formerly President of F.J. Leone Furniture Co., Inc., a furniture store
located in Methuen, Massachusetts.
Robert H. Pangione is President of MacDonald and Pangione Insurance Agency,
Inc. in North Andover, Massachusetts, and R.C. Briggs Insurance Agency, Inc. in
Amesbury, Massachusetts.
Walter W. Topham is a partner of Topham, Fardy & Co., Certified Public
Accountants, located in Andover, Massachusetts.
3
<PAGE> 7
Robert H. Watkinson is Executive Director of Massachusetts Statewide
Emergency Telecommunications Board, in Framingham, Massachusetts. He was
formerly a telecommunications consultant and a Managing Director -- Public
Affairs of NYNEX, at its facility in Boston.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Corporation held sixteen meetings during the
fiscal year ending December 31, 1995. During 1995, each of the incumbent
Directors attended at least 75% of the total number of meetings of the Board and
of the committees of which he was a member.
The Corporation has four standing committees: an Executive Committee, an
Auditing Committee, a Compensation/Nominating Committee, and a Community
Reinvestment Act (CRA) Committee.
Executive Committee. The members of the Executive Committee are Messrs.
Leone, Pangione, Topham and Wilson. During the fiscal year ended December 31,
1995, the Executive Committee of the Corporation met seventeen times. The
Executive Committee is vested with authority of the Board in most matters
between meetings of the Board.
Auditing Committee. The members of the Auditing Committee are Messrs.
Lane, Fabiani, Topham and Watkinson. The members of the Auditing Committee of
the Corporation also serve as members of the Auditing Committee of the Bank.
During the fiscal year ended December 31, 1995, the Auditing Committee of the
Corporation met three times. The Auditing Committee reviews the financial
statements of the Corporation and the scope of the annual audit, monitors the
Corporation's internal financial and accounting controls and recommends to the
Board of Directors the appointment of independent certified public accountants.
Compensation/Nominating Committee. The members of the
Compensation/Nominating Committee are Messrs. Fabiani, Pangione, Topham and
Wilson (ex officio). The members of the Compensation/Nominating Committee of the
Corporation also constitute the Compensation/Nominating Committee of the Bank.
During the fiscal year ended December 31, 1995, the Compensation/Nominating
Committee of the Corporation met three times. The Compensation/Nominating
Committee recommends the compensation levels, positions and titles of officers
and employees of the Corporation to the Board of Directors. The members of the
Compensation/Nominating Committee also serve as the Option Committee under the
Stock Option Plan. The Compensation/Nominating Committee recommends nominees for
election as Directors of the Corporation. The Compensation/Nominating Committee
will consider nominees for Director recommended by stockholders for the 1997
Annual Meeting. If any stockholder desires to make such a recommendation, the
name or names of the persons recommended should be submitted in writing together
with supporting information with respect to the qualifications and experience of
such persons. See "Submission of Stockholder Proposals for 1997 Annual Meeting."
Community Reinvestment Act (CRA) Committee. The members of the CRA
Committee are Messr. Leone and Watkinson. During the fiscal year ended December
31, 1995, the CRA committee of the Corporation met two times.
Directors of the Corporation receive $300 for each Board of Directors
meeting they attend. Members of the Executive Committee, the Auditing Committee
and the Compensation/Nominating Committee also receive $300 for each committee
meeting they attend. The Directors also receive an annual retainer of $7,500,
two-thirds of which is payable in Common Stock, and the other third payable in
cash. No such fees are paid to persons who are also employees of the
Corporation.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Corporation and the
principal occupation and business experience during at least the last five years
for each are set forth below as of March 1, 1996.
Leonard A. Wilson became President and Chief Executive Officer of the
Corporation in May 1989 and President and Chief Executive Officer of the Bank in
February 1989. Mr. Wilson was Executive Vice
4
<PAGE> 8
President of the Corporation from February 1989 to May 1989. Mr. Wilson was
previously employed, since 1966, by various commercial banking subsidiaries of
Shawmut Corporation in various management and executive positions. Mr. Wilson
was Chairman of the Board, and/or President and Chief Executive Officer for
various subsidiaries of Shawmut Corporation from 1981 to 1989. Mr. Wilson is 56
years old.
David W. Dailey became Executive Vice President of the Corporation and
Executive Vice President and Chief Financial Officer of the Bank in October
1991. Mr. Dailey was previously employed by Shawmut National Corporation as its
Senior Vice President and Division Head of Financial Operations from 1989 to
1991, Senior Vice President and Division Head of Finance from 1985 through 1988
and Senior Vice President and Division Head of Control and Services from 1981
through 1984. In these positions, Mr. Dailey was responsible for accounting
control, financial systems and financial operations, including tax planning,
audit and treasury functions and risk management. He was employed by Shawmut
National Corporation in other executive and managerial capacities from 1973
through 1981. Mr. Dailey is 56 years old.
John M. DiGaetano became Executive Vice President of the Corporation and
Executive Vice President for Consumer Banking of the Bank in October 1992. Mr.
DiGaetano was previously employed by Shawmut National Corporation as its
President of Shawmut Arlington Trust Company from 1989 to 1991. Previously Mr.
DiGaetano was Executive Vice President of Consumer Banking for Arlington Trust
Company from 1984 to 1989. In these positions, Mr. DiGaetano was responsible for
branch administration, consumer sales, marketing and consumer lending. He was
employed by Arlington Trust Company in other executive and managerial capacities
from 1961 through 1984. Mr. DiGaetano is 52 years old.
David L. Savoie became Executive Vice President of the Corporation and
Executive Vice President and Senior Lending Officer of the Bank in December
1991. Prior to joining the Corporation, Mr. Savoie was employed as Executive
Vice President of First NH Bank during 1991 and Executive Vice President of
Amoskeag Bank from 1990 through 1991. In these positions, he was responsible for
the administration of nonperforming assets. Mr. Savoie was employed by Old Stone
Bank as Executive Vice President with responsibility for real estate loan
origination and management from 1983 through 1990, and in various other
executive and managerial capacities from 1972 through 1983. Mr. Savoie is 52
years old.
Wayne C. Golon became Executive Vice President of the Corporation and
Executive Vice President for Operations and Systems of the Bank in July 1995.
Mr. Golon was previously employed by Shawmut National Corporation as its Senior
Vice President and Division Head of Cash Management and Deposit Operations from
1992 to 1995, responsible for a staff of 850 people providing cash management
and deposit account servicing to corporate, commercial, and retail customers.
Prior to 1992, Mr. Golon held a variety of management positions in Operations
within Shawmut National Corporation. Mr. Golon is 47 years old.
Sametta A. Glass became Senior Vice President and Controller of the
Corporation and the Bank in April 1993. Ms. Glass was Vice President and
Accounting Manager of the Bank from April until June of 1992 when she was named
Controller. Previously, Ms. Glass was employed by Shawmut National Corporation
as Assistant Vice President of financial operations from 1988 to 1992 and
Productivity Services Officer from 1986 to 1988. From 1980 to 1986 Ms. Glass was
a Senior Productivity Consultant with Impact Systems working with large banks.
From 1970 to 1980 Ms. Glass held various other managerial positions with the
Federal Reserve Bank and United Bank of Denver. Ms. Glass is 48 years old.
William F. Burke became Senior Vice President of the Corporation and the
Bank in April 1993. In addition, Mr. Burke currently holds the positions of
Assistant Secretary of the Corporation and Secretary of the Bank to which he was
named in August 1994. Mr. Burke was Vice President of the Corporation and the
Bank since June of 1992. Mr. Burke was previously employed by Shawmut National
Corporation as Vice President responsible for corporate accounting policy and
control and Senior Compliance Officer from 1991 to 1992, manager of financial
planning and financial information systems from 1988 to 1991, and manager of
budgeting and financial reporting from 1985 to 1988. He was employed by Shawmut
National Corporation in other capacities from 1975 through 1985. Mr. Burke is 47
years old.
Each officer of the Corporation holds his office for one year and until his
successor is elected and qualified or until his earlier resignation or removal.
5
<PAGE> 9
EXECUTIVE COMPENSATION
<TABLE>
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth information concerning
compensation for services rendered in all capacities awarded to, earned by or
paid to the Corporation's Chief Executive Officer and the four other executive
officers whose compensation exceeds $100,000 (the "Named Executive Officers")
with respect to the Corporation's fiscal years ended December 31, 1993, 1994 and
1995.
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------
AWARDS
ANNUAL COMPENSATION -------------------------
- --------------------------------------------------------------------- RESTRICTED PAYOUTS
OTHER ANNUAL STOCK ---------- ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) PAYOUTS($) ($)(2)
- ------------------------------- ----- ------- ------- ------------ ----------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard A. Wilson.............. 1995 260,483 42,900 -- -- -- -- 2,257
President and 1994 235,471 49,350 -- -- 40,000 -- 1,903
Chief Executive Officer 1993 210,981 -- -- -- 30,000 -- 1,785
David W. Dailey................ 1995 134,173 21,863 -- -- -- -- --
Executive Vice 1994 128,078 26,250 -- -- 18,000 -- --
President 1993 117,500 -- -- -- 25,000 -- --
David L. Savoie................ 1995 122,635 13,475 -- -- -- -- --
Executive Vice 1994 115,606 16,170 -- -- 18,000 -- --
President 1993 112,308 -- -- -- 25,000 -- --
John M. DiGaetano.............. 1995 124,173 13,640 -- -- -- -- --
Executive Vice 1994 111,346 16,100 -- -- 18,000 -- --
President 1993 100,192 -- -- -- 25,000 -- --
Wayne C. Golon................. 1995 65,000(3) 6,856 -- -- 10,000 -- 49,955
Executive Vice 1994 -- -- -- -- -- -- --
President 1993 -- -- -- -- -- -- --
<FN>
- ---------------
(1) Perquisites and other personal benefits paid to each Named Executive Officer
in each instance aggregated less than 10% of the total annual salary and
bonus set forth in the columns entitled "Salary" and "Bonus" for each Named
Executive Officer, and accordingly, are therefore omitted from the table as
permitted by the rules of the Securities and Exchange Commission.
(2) All Other Compensation represents a payment by the Corporation of premiums
for term life insurance on behalf of Mr. Wilson in 1993, 1994, and 1995, in
the amounts of $1,785, $1,993, and $2,257, respectively, and a payment by
the Corporation of relocation expenses on behalf of Mr. Golon in 1995 in the
amount of $49,955.
(3) This salary amount represents the salary paid to Mr. Golon from July 10,
1995 through December 31, 1995. Mr. Golon's annual salary is $130,000.
</TABLE>
STOCK OPTIONS GRANTED IN 1995
The only stock options granted in 1995 under the Corporation's Stock Option
Plan were to Mr. Golon. Mr. Golon received options to purchase 10,000 shares at
an exercise price of $8.50 per share. These options expire on July 10, 2005. The
potential realizable value of these options at assumed annual stock price
appreciation rate of 5% and 10% is $53,456 and $135,468, respectively.
LONG TERM INCENTIVE PLAN AWARDS GRANTED IN 1995
No long term incentive plan awards were granted to the Named Executive
Officers during 1995.
6
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR VALUE
<TABLE>
The table below sets forth certain information regarding stock options held
at December 31, 1995, by the Named Executive Officers. David W. Dailey and David
L. Savoie exercised 1,700 and 400 stock options respectively, during 1995. No
other Named Executive Officer exercised any stock options during 1995. No stock
appreciation rights ("SARS") are outstanding under the Corporation's Stock
Option Plan.
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END(#) YEAR-END($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- --------------- ----------- --------------- ----------------
<S> <C> <C> <C> <C>
Leonard A. Wilson.............. -- -- 62,067/47,933 242,260/214,615
David W. Dailey................ 1,700 10,200 11,633/25,667 52,128/127,397
David L. Savoie................ 400 2,450 16,933/25,667 84,590/127,397
John M. DiGaetano.............. -- -- 17,333/25,667 87,040/127,397
Wayne C. Golon................. -- -- 0/10,000 0/ 28,750
</TABLE>
PENSION PLAN
The Bank provides a retirement plan for its eligible employees through
SBERA, an unincorporated association of savings banks operating within
Massachusetts and of other organizations which provide services to or for
savings banks. SBERA's sole purpose is to enable the participating employers to
provide pensions and other benefits for their employees.
<TABLE>
The following table illustrates annual pension benefits for retirement at
age 65 under the most advantageous plan provisions in effect on March 1, 1996.
<CAPTION>
ANNUAL PENSION BENEFITS
BASED ON YEARS OF SERVICE(1)
-------------------------------------------
25
YEARS
AVERAGE 10 15 20 AND
COMPENSATION YEARS YEARS YEARS AFTER
-------------------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
$ 20,000.................................... $ 2,500 $ 3,750 $ 5,000 $ 6,250
40,000.................................... 5,845 8,767 11,690 14,612
60,000.................................... 9,545 14,317 19,090 23,862
80,000.................................... 13,245 19,867 26,490 33,112
100,000.................................... 16,945 25,417 33,890 42,362
120,000.................................... 20,645 30,967 41,290 51,612
125,000.................................... 24,345 36,517 48,690 60,862
150,000(2)................................. 26,195 39,292 52,390 65,487
<FN>
- ---------------
(1) The annual pension benefit is computed on the basis of a single life
annuity.
(2) The maximum compensation that may be used to calculate benefits under the
retirement plan is $150,000.
</TABLE>
The number of estimated credited years of service at age 65 for purposes of
the retirement plan for the Named Executive Officers are: Mr. Wilson, 17; Mr.
Dailey, 13; Mr. Savoie, 17; Mr. DiGaetano, 18; and Mr. Golon, 19.
The pension benefit described above is funded entirely by contributions of
the Bank. Mr. Wilson may also receive benefits under the Executive Salary
Continuation Agreement described below.
7
<PAGE> 11
EXECUTIVE SALARY CONTINUATION AGREEMENT
The Corporation and the Bank (which are hereinafter sometimes referred to
collectively as the "Employers") have entered into an Executive Salary
Continuation Agreement with Mr. Wilson. Under this agreement, Mr. Wilson would
be entitled to certain payments following retirement at or after age 62.
Payments under the agreement will equal 65% of the highest annual compensation
(including bonuses) received during any of the five years preceding retirement,
reduced by a portion of social security benefits payable as well as amounts
payable pursuant to defined benefit pension plans of prior employers. The
agreement also provides for certain reduced payments if Mr. Wilson's employment
terminates before age 62, and for certain benefits in the event of disability.
Additionally, if Mr. Wilson were to die prior to retirement or disability, death
benefits provided by this agreement may, in certain circumstances, be payable to
his beneficiaries. In connection with this agreement, the Employers may elect to
maintain an insurance policy on Mr. Wilson's life.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Employers have entered into employment agreements (the "Employment
Agreements") with Messrs. Wilson and Dailey. The Employment Agreements provide
that such officers will receive annual compensation equal to $235,000 and
$125,000, respectively, subject to increases in accordance with the Employers'
usual practice.
Mr. Wilson's Employment Agreement is for a three-year term, which commenced
on January 1, 1994, and is subject to extension for successive one-year periods
beginning on the first anniversary of its commencement, with the consent of Mr.
Wilson and upon the approval of the Board of Directors of each of the Employers.
Mr. Dailey's Employment Agreement is for a two-year term, which commenced on
January 1, 1994 and is subject to extension for successive one-year periods
beginning on the first anniversary of its commencement, with the consent of Mr.
Dailey and upon the approval of the Board of Directors of each of the Employers.
Mr. Dailey's Employment Agreement has been extended until January 1, 1997. Under
each of the Employment Agreements, the Employers may terminate the officer's
employment at any time for "cause" or "by operation of law", as defined therein,
without incurring any continuing obligations to the officer. If the Employers
terminate an officer's employment for any reason other than for "cause" or "by
operation of law", as defined in the Employment Agreement, or if the officer
terminates his employment for material breach of the contract by the Employers,
the Employers will remain obligated to continue providing the compensation and
benefits specified in the officer's Employment Agreement for the duration of
what otherwise would have been the term of the Employment Agreement.
In addition, the Employers have entered into special termination agreements
(the "Special Termination Agreements") with Messrs. Wilson, Dailey, Burke,
Savoie, DiGaetano, Golon and Ms. Glass. These agreements provide generally that
if there is a "Change in Control", as defined therein, of either of the
Employers and if at any time during the three-year period (in the case of Mr.
Wilson) or two-year period (in the case of Messrs. Dailey, Burke, Savoie,
DiGaetano, Golon and Ms. Glass) following such "Change in Control", either of
the Employers were to terminate the officer's employment for any reason other
than due to the officer's death, or for "cause" or "by operation of law", as
defined therein, or the officer were to terminate his or her employment with
either of the Employers following a significant change in the nature or scope of
the officer's responsibilities, authorities, powers, functions or duties; a
reduction in such officer's annual base salary, a significant relocation of the
Employers' offices, a failure of the Employers to pay any portion of
compensation due to the officer, the termination of or a material reduction in
benefits, or for failure of the Employers to obtain a satisfactory agreement
from any successor to assume and agree to perform the Special Termination
Agreement, the officer would be entitled to receive certain severance benefits
provided in such officer's Special Termination Agreement. Such severance
benefits equal three times the "Base Amount" as defined in the Internal Revenue
Code in the case of Mr. Wilson, two times the Base Amount in the case of Messrs.
Dailey and Golon and one times the Base Amount in the case of Messrs. Burke,
Savoie, DiGaetano and Ms. Glass. In the case of such a termination, Messrs.
Wilson and Dailey could elect to receive (in lieu of any benefits due under such
officer's Special Termination Agreement) such termination benefits as he may
receive under his Employment Agreement.
8
<PAGE> 12
COMPENSATION/NOMINATING COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Wilson participated in the deliberations of the Compensation/Nominating
Committee concerning compensation of all executive officers other than himself.
No Compensation/Nominating Committee interlocks exist.
COMPENSATION/NOMINATING COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview
The Corporation's executive compensation philosophy is to provide
competitive levels of compensation, integrate management's pay with the
achievement of the Corporation's performance goals, reward above average
corporate performance, recognize individual initiative and achievement, align
management's and stockholders' interests in the enhancement of stockholder value
through stock and stock option awards, and assist the Corporation in attracting
and retaining qualified management.
Compensation of the Corporation's executive officers currently is composed
of three elements: (1) annual base salary, (2) annual performance incentives in
the form of cash bonuses under the Corporation's Management Incentive Plan, and
(3) long-term performance incentives in the form of stock option awards under
the Corporation's Stock Option Plan.
In 1994, the Corporation retained The Wilson Group, Inc., as a compensation
consultant to evaluate the Corporation's executive compensation. In its
analysis, The Wilson Group compared the Corporation's compensation to that of a
peer group of ten Massachusetts banks with assets between $400 million and $1
billion (the "Peer Group"). The Wilson Group also compared the Corporation's
compensation levels to levels for banks located in New England of comparable
size and type published by banking associations and other organizations
("Published Data"). The Wilson Group's analysis is reflected in the base salary
ranges set for the year ending December 31, 1995.
While the Peer Group and the banks discussed in the Published Data are not
identical to the Keefe, Bruyette & Woods, Inc. New England Savings Bank Index to
which the Corporation's stock performance is compared in this Proxy Statement,
the Compensation/Nominating Committee believes that the compensation information
for these groups is comparable since both groups contain banks located in New
England of comparable size and type.
Each element of the Corporation's executive compensation, as well as the
compensation of the Chief Executive Officer, is discussed separately below.
Base Salary
The 1995 salaries of the executive officers were established in December
1994, based upon salary ranges determined by the Compensation/Nominating
Committee. The Committee established the salary ranges after reviewing the
recommendations of The Wilson Group, its compensation consultant, based upon
salaries paid by banks of comparable size and type located in New England.
The Chief Executive Officer recommends to the Compensation/Nominating
Committee the salary level to be paid to each executive officer within the
ranges so established based upon corporate and individual performance. The
numeric data used to evaluate the performance of the Corporation includes, but
is not limited to, return on assets, return on equity, asset growth and quality,
operating efficiency ratio, and capital position. Salaries are also based upon a
subjective evaluation of the individual performance of the officer and his or
her duties and responsibilities. The Compensation/Nominating Committee
determines the salary level of the Chief Executive Officer based upon the same
criteria.
Base salaries in 1995 were established within the salary ranges set by the
Compensation/Nominating Committee. Salaries were generally set within the third
quartile of the established salary range, reflecting the Compensation/Nominating
Committee's belief that the Corporation's Named Executive Officers perform
greater duties and responsibilities than similarly situated officers at the
banks analyzed in determining the salary ranges. These salaries also reflect the
significant improvement in the Corporation's performance and are designed to
provide the executive officers with base salaries comparable to officers in the
Corporation's Peer Group and the banks analyzed in the Published Data.
9
<PAGE> 13
Cash Bonuses
Annual incentives are provided through the grant of cash bonuses pursuant
to the Corporation's Management Incentive Plan (the "Incentive Plan"). Incentive
compensation paid pursuant to the Incentive Plan is based on both organizational
and individual performance.
In February 1994, the Compensation/Nominating Committee determined that it
would be appropriate to modify the Incentive Plan for bonuses awarded for and
after the years ending December 31, 1994. As revised, the Incentive Plan
provides that bonuses, calculated as a percent of base salary, may be awarded if
the Corporation meets specified performance objectives, measured on the basis of
return on assets and return on equity. Bonuses awarded to executives other than
Messrs. Wilson and Dailey may be adjusted based upon a subjective evaluation of
such officer's attainment of individual performance goals set for that officer
at the beginning of the year in which the bonus is awarded. As revised, the
Incentive Plan also provides that bonuses will be awarded in equal amounts of
cash and shares of Common Stock.
In 1995, the Compensation/Nominating Committee granted cash bonuses to
Messrs. Wilson, Dailey, Savoie, DiGaetano and Golon totalling $42,900, $21,863,
$13,475, $13,640 and $6,856, respectively. These awards reflect the
Corporation's achievement of specified performance objectives as provided in the
Incentive Plan. Bonuses awarded to Messrs. Savoie, DiGaetano and Golon also
reflect such officers' attainment of individual performance goals established
for 1995.
Stock Options
Long-term incentives are provided through the grant of stock options. The
Stock Option Plan is administered by the Compensation/Nominating Committee,
which has the power to determine those individuals to whom options and rights
will be granted; the number of shares, the types of options and other terms and
conditions of the options and rights. Both "incentive stock options" and
"nonqualified stock options" may be granted pursuant to the Stock Option Plan.
The Stock Option Plan also permits the inclusion of stock appreciation rights in
any option granted. All options granted under the Stock Option Plan are required
to have an exercise price per share equal to at least the fair market value of a
share of Common Stock on the date the option is granted and will expire no later
than ten years from the date of grant.
In 1995, the Compensation/Nominating Committee granted 10,000 stock options
to Mr. Golon. This grant was intended to provide Mr. Golon with equity
compensation similar to previous awards to the other executive officers. The
stock options, which vest over a three year period, were also designed to align
the officer s and stockholders long-term objectives.
Determination of the Chief Executive Officer's Compensation
Mr. Wilson's salary, cash bonus, and stock options are determined by the
Compensation/Nominating Committee substantially in accordance with the policies
described above relating to all executives of the Corporation. In particular,
the Compensation/Nominating Committee considered, among other things, the
following performance criteria in determining Mr. Wilson's 1995 base salary: (1)
financial performance of the Corporation; (2) selection and management of staff;
(3) development of regional business relationships; (4) effective management of
bank budgets and asset growth; and (5) development of new opportunities for
business expansion. The grant of a cash bonus to Mr. Wilson in 1995 reflects the
Corporation's achievement of certain performance objectives as specified in the
Incentive Plan.
In December 1994, the Compensation/Nominating Committee increased Mr.
Wilson's base salary for the year ending December 31, 1995. In making this
determination, the Compensation/Nominating Committee noted that in prior years
Mr. Wilson had refused to accept cost of living increases to his salary due him
under his employment agreement with the Corporation. This salary increase
reflects a significant improvement in the performance of the Corporation, as
well as Mr. Wilson's achievement of certain strategic goals including building
an experienced management team, improving asset quality and developing a
strategic plan for the Corporation.
CLEMENTE ABASCAL
AUGUSTINE J. FABIANI
WALTER W. TOPHAM
LEONARD A. WILSON (ex officio)
10
<PAGE> 14
<TABLE>
COMPARATIVE PERFORMANCE BY THE CORPORATION
The chart that follows compares the Common Stock with (i) the S&P 500 and
(ii) the Keefe, Bruyette & Woods, Inc. ("KBW") New England Savings Bank Index,
and assumes an investment of $100 on December 31, 1990, in each of the
following: (1) the Common Stock of the Corporation; (2) the Stocks comprising
the S&P Index; and (3) the Stocks of the New England Savings Bank Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
KBW NEW ENGLAND
MEASUREMENT PERIOD FIRST ESSEX STANDARD & SAVINGS BANK
(FISCAL YEAR COVERED) BANCORP, INC. POOR'S 500 INDEX INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 117.71 130.34 175.57
1992 214.29 140.25 308.34
1993 391.78 154.33 411.65
1994 446.27 156.42 414.42
1995 711.22 214.61 646.81
</TABLE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
<TABLE>
The following table sets forth the beneficial ownership of Common Stock for
(i) each stockholder of the Company holding more than 5% beneficial ownership in
the Company, (ii) each Executive Officer who is not a director of the Company,
and (iii) the directors and executive officers of the Company as a group. Stock
ownership of directors of the Company appears under the heading "Information
Regarding Directors and Nominees" in this Proxy Statement.
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS(2)
- ---- ------------ -----------
<S> <C> <C>
David W. Dailey................................................ 23,255(3)(4) .39
David L. Savoie................................................ 22,115(4) .37
John M. DiGaetano.............................................. 29,036(3)(4) .48
Wayne C. Golon................................................. 0 0
William F. Burke............................................... 12,905(4) .21
Sametta A. Glass............................................... 10,650(3)(4) .18
All Directors and Officers as a group (14 persons)............. 380,790(4) 6.32
<FN>
- ---------------
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Exchange Act. See Note 2 to Information Regarding Directors and Nominees.
Amounts include shares of Common Stock which the officers may acquire within
60 days of March 1, 1996 under options previously granted pursuant to the
Stock Option Plan in the following amounts: Mr. Dailey, 15,633 shares; Mr.
Savoie, 20,933 shares;
</TABLE>
11
<PAGE> 15
Mr. DiGaetano, 21,333 shares; and all of the Directors and Officers as a
group, 187,633 shares. For information regarding the stock options held by
the Named Executive Officers, see Stock Options Granted in 1995. For
information regarding the security ownership of Mr. Wilson, see Information
Regarding Directors and Nominees.
(2) For purposes of computing the Percent of Class held by each person, any
shares of Common Stock which such person has the right to acquire pursuant
to the exercise of a stock option is deemed to be outstanding, but is not
deemed to be outstanding for purposes of computing the Percent of Class held
by any other person.
(3) The number of shares as to which each person shares voting or investment
power is as follows: Mr. Dailey, 7,000 shares, Mr. DiGaetano, 2,000 shares,
and Ms. Glass, 300 shares.
(4) Includes shares allocable to the account of such persons under the ESOP and
the 401(k) Plan.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
As a matter of policy, the Bank makes loans to Directors, officers and
employees of the Corporation or the Bank within the limitations set by law,
provided that such loans are on the same terms and conditions as offered to any
other borrower. All loans that have been obtained by the Directors, officers and
employees of the Corporation or the Bank were made in the ordinary course of
business and on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features to the Bank. All loans to
Directors or officers must be approved by the Board of Directors.
From time to time the Bank has purchased various services and products in
the ordinary course of its business from various companies owned or operated by,
or employing, certain of its Directors. Approximately $112,000 in property
management services and $6,000 in furniture were purchased from companies owned
by former Director Abascal and Director Leone respectively, in the year ended
December 31, 1995. Such transactions have been entered into on terms no less
favorable to the Bank than would have been available from unrelated third
parties.
EXPENSES OF SOLICITATION
The Corporation will pay the entire expense of soliciting proxies for the
Annual Meeting. D.F. King & Co., Inc. has been retained to assist in the
solicitation of proxies and will be compensated in the amount of $3,500 plus
out-of-pocket expenses. In addition to such solicitation and solicitation by use
of the mails, certain Directors, officers and regular employees of the
Corporation and the Bank (who will receive no compensation for their services
other than their regular compensation) may solicit proxies by telephone,
telegram or personal interview. Banks, brokerage houses, custodians, nominees
and other fiduciaries have been requested to forward proxy materials to the
beneficial owners of shares held of record by them and such custodians will be
reimbursed for their expenses.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that
companies, directors, and executive officers and any persons who own more than
10% of the company's common stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
common stock. Such persons are required by SEC regulations to furnish the
corporation with copies of all Section 16(a) forms they file. To the
Corporations knowledge, based solely on the information furnished to the
Corporation during year ended 1995, all such Section 16(a) filing requirements
were complied with.
NOTICE OF 1997 ANNUAL MEETING
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
First Essex Bancorp, Inc. will be held on Thursday, May 1, 1997, unless
stockholders are notified otherwise.
12
<PAGE> 16
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Pursuant to federal securities law, stockholder proposals intended to be
presented at the 1997 annual meeting must be received in writing by the
Corporation not less than 120 calendar days in advance of the anniversary date
of this Proxy Statement (i.e., by January 2, 1996) in order to be considered for
inclusion in the Corporation's Proxy Statement and form of proxy for that
meeting. The By-laws of the Corporation provide that any proposals or Director
nominations submitted by stockholders that will not be included in the Proxy
Statement for an annual meeting may still be presented for action at such annual
meeting if such proposal is filed with the Secretary of the Corporation at least
75 days, but not more than 120 days, before the anniversary of the preceding
year's annual meeting (the "Anniversary Date"). However, if the annual meeting
is scheduled for a date more than seven days before the Anniversary Date,
stockholder proposals or nominations must be received by the Corporation before
the later of (i) 20 days after public disclosure of the date for the annual
meeting or (ii) the 75th day before the annual meeting. Any proposals should be
mailed to: Secretary, First Essex Bancorp, Inc., 71 Main Street, Andover,
Massachusetts 01810.
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP served as the independent public accountants for the
Corporation for the fiscal year ended December 31, 1995 and is expected to serve
as the Corporation's independent public accountants for 1996. Representatives of
Arthur Andersen LLP will be present at the meeting and will have the opportunity
to make a statement, if they so desire, and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
13
<PAGE> 17
REVOCABLE PROXY
FIRST ESSEX BANCORP, INC.
P
71 Main Street, Andover, MA 01810
R Proxy for Annual Meeting of Stockholders to be on May 2, 1996
This proxy is solicited by the Board of Directors
O
The undersigned, revoking any proxy heretofore given, hereby
X constitutes and appoints Leonard A. Wilson, David W. Dailey, William F.
Burke and Sametta A. Glass and each of them the attorney and proxy of the
Y undersigned, with full power of substitution, to vote all shares of common
stock of First Essex Bancorp, Inc. (the "Corporation") held of record
by the undersigned at the close of business on March 15, 1996 on behalf of
the undersigned at the Annual Meeting of Stockholders of the Corporation to
be held on Thursday, May 2, 1996 at 10:00 a.m., local time, at the Andover
Country Club, 60 Canterbury Street, Andover, Massachusetts and at any
adjournments thereof, hereby granting full power and authority to act on
behalf of the undersigned at this meeting and any adjournments thereof. In
their discretion, the proxies are each authorized to vote upon such other
business as may properly come before said meeting or any adjournments
thereof.
When properly executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this
proxy will be voted FOR election of the three nominees proposed by the
Board of Directors as Class III Directors of the Corporation, so that a
stockholder wishing to vote in accordance with the Board of Directors'
recommendations need only sign and date this proxy on the reverse side and
return it in the enclosed envelope.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON AND DATE ON -----------
REVERSE SIDE AND RETURN YOUR PROXY CARD PROMPTLY IN SEE REVERSE
THE ENCLOSED ENVELOPE SIDE
-----------
Please mark
/ X / votes as in
this example.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of the Annual Meeting of Stockholders and Proxy Statement for the Annual
Meeting of Stockholders and hereby revoke(s) any proxy or proxies heretofore
given. This proxy may be revoked at any time before it is voted on any matter
(without, however, affecting any vote taken prior to such revocation), pursuant
to the revocation methods specified in the Proxy Statement.
1. To elect the following three nominees proposed by the
Board of Directors as Class III Directors of Corporation.
Nominees: Thomas S. Barenboim, William L. Lane and
Robert H. Watkinson
FOR WITHHELD
/ / ALL / / FROM ALL
NOMINEES NOMINEES
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
/ / CHANGE AND / / TO ATTEND / /
----------------------------------- NOTE AT LEFT THE MEETING
For all nominees except as noted above
Please date and sign exactly as name appears hereon and
return in the enclosed envelope. Where there is more
than one holder only one must sign. When signing as an
attorney, administrator, executor, guardian or trustee,
please add your full title as such. If executed by a
corporation, the proxy should be signed by a duly
authorized person, stating his or her title or authority.
Signature: ____________________________ Date ___________
Signature: ____________________________ Date ___________
