<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CENTER BANKS INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CENTER BANKS INCORPORATED
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(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):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/ / 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:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
<PAGE> 2
CENTER BANKS
I N C O R P O R A T E D
March 20, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Center Banks
Incorporated, the holding company for Skaneateles Savings Bank, to be held on
Tuesday, April 16, 1996, at 10:00 a.m. local time. The Annual Meeting will take
place at the Skaneateles Country Club, West Lake Road, Skaneateles, New York.
The Board of Directors and members of management look forward to greeting you
at the meeting.
The Annual Meeting has been called for the following purposes: (1) to elect
four directors for a three-year term; (2) to ratify the appointment by the
Board of Directors of KPMG Peat Marwick LLP as independent auditors for the
fiscal year ending December 31, 1996; and (3) to act upon such other business
as may properly come before the meeting or any adjournments thereof. The
accompanying Proxy Statement provides detailed information on the above items
which are to be voted on at the Annual Meeting.
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,
sign and return the enclosed proxy card in the attached self-addressed, postage
prepaid envelope as soon as possible.
Sincerely yours,
/s/ John P. Driscoll
---------------------
JOHN P. DRISCOLL
Chairman, President and
Chief Executive Officer
<PAGE> 3
CENTER BANKS INCORPORATED
33 E. GENESEE STREET
SKANEATELES, NEW YORK 13152-0460
(315) 685-2265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1996
NOTICE IS HEREBY GIVEN that an annual meeting (the "Annual Meeting")
of shareholders of Center Banks Incorporated ("Center Banks" or the "Company"),
the holding company for Skaneateles Savings Bank ("Skaneateles" or the "Bank"),
will be held on Tuesday, April 16, 1996 at 10:00 a.m. local time at the
Skaneateles Country Club, West Lake Road, Skaneateles, New York 13152 for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect four directors for a term of three years or until their
successors have been elected and qualified (Proposal 1);
(2) To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending December 31, 1996
(Proposal 2); and
(3) To act upon such other matters as may properly come before the
Annual Meeting or any adjournments thereof. Management of Center Banks is not
aware of any other matters which may properly come before the meeting.
Pursuant to the Company's Bylaws, the Board of Directors of the
Company has fixed the close of business on February 16, 1996 as the record date
for the Annual Meeting. 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 or any adjournments thereof.
By Order of the Board of Directors
/s/ William J. Welch
--------------------
WILLIAM J. WELCH
Secretary
Skaneateles, New York
March 20, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.
<PAGE> 4
CENTER BANKS INCORPORATED
33 E. GENESEE STREET
SKANEATELES, NEW YORK 13152-0460
(315) 685-2265
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1996
This Proxy Statement is furnished as part of the solicitation of
proxies by the Board of Directors of Center Banks Incorporated ("Center Banks"
or the "Company"), the holding company for Skaneateles Savings Bank
("Skaneateles" or the "Bank"), for use at the 1996 annual meeting of
shareholders (the "Annual Meeting") of the Company to be held at the
Skaneateles Country Club, West Lake Road, Skaneateles, New York 13152 on April
16, 1996 at 10:00 a.m. local time, and at any adjournment thereof for the
purposes set forth in the Notice of Annual Meeting of Shareholders. This Proxy
Statement, together with the enclosed proxy, is first being mailed to
shareholders on or about March 20, 1996.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein by Gary L. Karl, or his assigns, who has been
duly appointed by the Board of Directors to vote such proxies. If no contrary
instructions are given, each proxy received will be voted for the proposals
contained herein. Any shareholder giving a proxy has the power to revoke it at
any time before it is exercised by (i) filing with the Secretary of the Company
written notice thereof (c/o William Welch, Secretary, Center Banks
Incorporated, 33 E. Genesee Street, Skaneateles, New York 13152-0460); (ii)
submitting a duly executed proxy bearing a later date; or (iii) appearing at
the Annual Meeting and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.
VOTING SECURITIES
The securities that can be voted at the Annual Meeting are shares of
Center Banks common stock, par value $0.01 per share ("Common Stock"). Only
shareholders of record at the close of business on February 16,1996 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting.
On the Record Date, there were 931,809 shares of Common Stock issued and
outstanding, held of record by 614 shareholders, and the Company had no other
class of equity securities outstanding. Each share of Common Stock is entitled
to one vote at the Annual Meeting.
1
<PAGE> 5
PRINCIPAL HOLDERS OF COMMON STOCK
The following table (with notes thereto) sets forth information as of
the Record Date with respect to ownership of Common Stock by any person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) who is known to the Company to be the
beneficial owner of more than 5% of Common Stock and with respect to ownership
of Common Stock by all directors and executive officers of the Company as a
group (such information being based on information filed by or on behalf of the
beneficial holder concerned).
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
--------------------------------------------------------------------------------------------
<S> <C> <C>
Francis R. O'Connor 92,399 (2) 9.92
511 E. Fayette Street
P.O. Box 2367
Syracuse, NY 13220
Jeffrey L. Gendell 88,200 (3) 9.47
Tontine Partners, L.P.
31 West 52nd Street, 17th Floor
New York, New York 10019
Dimensional Fund Advisors 64,400 (4) 6.91
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All current directors and executive
officers as a group (15 persons) 146,038 (5) 15.26
<FN>
_________
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended ("1934 Act"), a person is deemed to be the beneficial owner for
purposes of this table of any shares of Center Banks common stock (a) over
which he or she has or shares voting or investment power, or (b) of which he
or she has the right to acquire beneficial ownership at any time within 60
days from February 16, 1996. For purposes of the 1934 Act, "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. All shares shown
in the table above have sole voting and investment power, except as
otherwise indicated. This table includes shares of common stock subject to
outstanding options granted pursuant to the Company's Stock Option Plans.
As of February 16, 1996, executive officers as a group held vested options
to purchase 24,950 shares. See "Compensation of Executive Officers."
(2) Mr. O' Connor's wife is a director of the Company.
(3) As reported by Jeffrey L. Gendell and Tontine Partners, L.P., a Delaware
Limited Partnership ("Tontine") in a statement as of September 28, 1995 on
Schedule 13D under the Exchange Act. Of the 88,200 shares reported above,
Mr. Gendell reported sole dispositive powers as to 35,000 shares and both
Mr. Gendell and Tontine reported shared voting and dispositive powers as to
53,200 shares.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 64,400 shares of Center
Banks Inc. common stock as of December 31, 1995, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
(5) Includes 92,399 shares owned by Mrs. O'Connor's husband.
</TABLE>
2
<PAGE> 6
INFORMATION WITH RESPECT TO NOMINEES FOR
DIRECTOR, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
In accordance with the Company's Certificate of Incorporation, the
Board of Directors shall be divided into three classes as nearly equal in
number as possible. The members of each class are to be elected for a term of
three years and until their successors are elected and qualified. One class of
directors is to be elected annually. In accordance with the Company's Bylaws,
the size of the Board is presently set at twelve by the Board of Directors.
THE NOMINEES
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the four nominees listed who are
being nominated for a three-year term. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such nominee was selected. If any person named as nominee should be unable or
unwilling to stand for election at the time of the Annual Meeting, the proxy
will nominate and vote for a replacement nominee or nominees recommended by the
Board of Directors. At this time, the Board of Directors knows of no reason why
any of the nominees listed below may not be able to serve as director if
elected. Each nominee is also a director of the Bank. Nominees receiving a
plurality of the votes represented in person or by proxy at the Annual Meeting
will be elected director.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE FOLLOWING NOMINEES FOR DIRECTOR POSITIONS.
NOMINEES FOR DIRECTOR WITH A TERM EXPIRING IN 1999
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
DIRECTLY OR INDIRECTLY
DIRECTOR AS OF FEBRUARY 16, 1996
POSITION WITH THE COMPANY AND PRINCIPAL OF BANK -----------------------
NAME AGE OCCUPATION DURING THE PAST FIVE YEARS SINCE(1) AMOUNT PERCENT(2)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Clifford C. Abrams 70 Director; Retired, President and General 1983 4,821 (3)
Manager of Clifford C. Abrams, Inc., an
electrical contracting company.
David E. Blackwell 57 Director; President, Auburn Steel 1993 1,139
Company, Inc.
Howard J. Miller 63 Director; Retired, Vice President, 1993 1,543 (4)
Distribution, Crucible Service Centers.
Raymond C. Traver, Jr., M.D. 53 Director; Orthopedic Surgeon. 1990 6,710 (5)
<FN>
- ----------
(1) Includes terms as Trustee prior to the Bank's conversion from the mutual to
stock form of organization on May 30, 1986.
(2) All holdings amount to less than 1% of the issued and outstanding Common
Stock, unless otherwise indicated.
(3) Includes 1,575 shares held by Mr. Abrams' wife.
(4) Includes 500 shares held by Mr. Miller's wife.
(5) Includes 4,050 shares held in trust under a defined employee contribution
pension plan; and 524 shares held by Dr. Traver as custodian for his
children.
</TABLE>
3
<PAGE> 7
DIRECTORS WITH A TERM EXPIRING IN 1997
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
DIRECTLY OR INDIRECTLY
DIRECTOR FEBRUARY 16, 1996
POSITION WITH THE COMPANY AND PRINCIPAL OF BANK ------------------------
NAME AGE OCCUPATION DURING THE PAST FIVE YEARS SINCE AMOUNT PERCENT(2)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Israel Berkman 67 Director; Retired, Examining Officer of 1992 (1) 1,517
Federal Reserve Bank of New York.
Ann G. Higbee 53 Director; President of Public Relations 1993 1,862
Services, Eric Mower and Associates.
Bruce H. Leslie 47 Director; President, Onondaga 1993 483
Community College.
Anne E. O' Connor 60 Director; Corporate Secretary, Kopp Billing 1995 92,399 (3) 9.92%
Agency, a medical billing agency.
<FN>
__________
(1) Mr. Berkman is a director of the Company but not the Bank.
(2) All indicated holdings amount to less than 1% of the issued and outstanding
Common Stock, unless otherwise indicated.
(3) Shares owned by Mrs. O' Connor's husband.
</TABLE>
DIRECTORS WITH A TERM EXPIRING IN 1998
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
DIRECTLY OR INDIRECTLY
DIRECTOR AS OF FEBRUARY 16, 1996
POSITION WITH THE COMPANY AND PRINCIPAL OF BANK -----------------------
NAME AGE OCCUPATION DURING THE PAST FIVE YEARS SINCE(1) AMOUNT PERCENT(2)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Walter D. Copeland 62 Director; Retired, President, Walter D. 1994 360 (3)
Copeland Organization, Inc. a real estate
consulting firm.
John P. Driscoll 56 Chairman, President and Chief Executive 1992 16,847 (4) 1.78%
Officer of the Company. President & CEO
of Steamatic of Greater Rochester,
a commercial restoration and reconstruction
company from 1989 to 1992. Regional
President of Anchor Savings Bank, FSB
from 1976 to 1989.
Carl W. Gerst, Jr. 58 Director; Executive Vice President, 1982 3,578
Chief Operating Officer and Director of
Anaren Microwave, Inc., a manufacturer
of military electronic subsystems.
John Bernard Henry 67 Director; Professor of pathology and former 1989 2,500 (5)
President of the State University of New York
Health Science Center at Syracuse.
- ----------
</TABLE>
(1) Includes terms as Trustee prior to the Bank's conversion from the mutual to
stock form of organization on May 30, 1986.
(2) All holdings amount to less than 1% of the issued and outstanding Common
Stock, unless otherwise indicated.
(3) Shares owned by Walter D. Copeland and Concetta M. Copeland Revocable
Living Trust dated October 11, 1995, Walter D. Copeland and Concetta M.
Copeland, trustees.
(4) Includes vested options to purchase 15,400 shares.
(5) All shares held jointly with Mr. Henry's wife, with whom Mr. Henry has
shared voting and investment power.
4
<PAGE> 8
DIRECTOR NOMINATIONS
Article III, Section 13 of the Company's Bylaws provides that the
Board of Directors shall act as a nominating committee for selecting the
nominees for election as directors. Accordingly, the Board, as a whole,
nominates individuals for election to the Board. The Board seeks individuals of
proven judgment and competence who are outstanding in their field and considers
such factors as anticipated participation in Board activities, education,
special talents or skills, and personal attributes. Shareholders may name
nominees for election to the Board of Directors by submitting written
nominations to the Secretary of the Company not less than 60 days nor more than
90 days prior to the date of the Annual Meeting. Such shareholder's notice
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election or re-election as a director: (i) the name, age, business address,
residence address, and shares of the Company's Common Stock held by such
person, (ii) the principal occupation or employment of such person, and (iii)
such person's written consent with respect to serving as a director, if
elected; and (b) as to the shareholder giving the notice: (i) the name and
address of such shareholder and (ii) the number of shares of the Company's
common stock which are owned of record by such shareholder. If any shareholder
nomination is properly and timely made in accordance with Article III, Section
13 of the Bylaws, ballots will be provided for use by shareholders at the
Annual Meeting bearing the name of such nominee or nominees.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The members of the Company's Board of Directors also serve as the
members of the Bank's Board of Directors, with the exception of Israel Berkman.
The Bank's Board of Directors meets regularly each month, and the Board of the
Company meets at least quarterly. The Company's Board of Directors held a total
of 9 meetings during 1995. No incumbent director attended less than 75% of the
aggregate number of meetings of the Company's Board of Directors and meetings
held by all committees of the Company's Board on which such director served
during the last fiscal year, except for David E. Blackwell and Walter D.
Copeland. The Bank's standing committees of the Board of Directors include the
following: the Executive Committee, the Examining Committee, the Personnel and
Compensation Committee and the Asset/Liability Management Committee. The Bank's
Examining Committee serves as the Company's Examining Committee, the Bank's
Personnel and Compensation Committee serves as the Company's Personnel and
Compensation Committee, and the Board as a whole nominates new directors.
The Examining Committee reviews the internal and external audits of
the Company and Bank and the adequacy of the Company's and the Bank's
accounting, financial and compliance controls, and makes recommendations to the
Company's Board regarding the appointment of independent auditors. During 1995,
this Committee held four meetings and its present members are Clifford C.
Abrams, Israel Berkman, David E. Blackwell, John B. Henry, Ann G. Higbee, Bruce
H. Leslie and Raymond C. Traver, Jr.
The Personnel and Compensation Committee reviews and makes
recommendations to the Board regarding compensation levels, adjustments and
employee benefits to be instituted. The Personnel and Compensation Committee
held seven meetings in 1995, and its present members are Clifford C. Abrams,
John P. Driscoll, Carl W. Gerst, Jr., John B. Henry, Ann G. Higbee, Howard J.
Miller and Raymond C. Traver, Jr.
5
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
Since the formation of Center Banks, none of its executive officers
has received any separate form of compensation from the Company. Officers
receive compensation in their positions as officers of the Bank.
The following table sets forth the compensation paid by the Bank to
the Company's Chairman, President and Chief Executive Officer and to each
executive officer whose aggregate annual salary and bonus exceeded $100,000 for
services rendered in all capacities during the last three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------------------------------
AWARDS
OTHER ----------
ANNUAL SECURITIES ALL OTHER
NAME AND COMPEN- UNDERLYING COMPEN-
PRINCIPAL POSITION YEAR SALARY (1) BONUS SATION (2) OPTIONS (#) SATION (3)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John P. Driscoll
Chairman, President & CEO 1995 $ 124,547 $ 17,406 $ 10,113 0 $ 26,417
1994 110,104 0 10,784 8,000 14,627
1993 95,478 10,000 14,681 14,000 2,733
<FN>
- ----------
(1) Includes the cost of shares allocated under the Company's Employee Stock
Ownership Plan.
(2) Comprised entirely of country club dues in 1995 and 1994. Includes
relocation expenses of $12,700 in 1993.
(3) Includes contributions to the Company's 401(k) plan totaling $6,790,
premium payments on an individual flexible premium deferred variable annuity
totaling $18,607 and premiums paid on term life insurance policy totaling
$1,020.
</TABLE>
The Company did not grant any stock options to the Chairman, President
and Chief Executive Officer and named executive officers in 1995. Options to
purchase 5,000 shares at $15.25 per share were granted in 1995 to the executive
officers as a group.
The following table sets forth information regarding In-the-Money
options for the Company's Chairman, President and Chief Executive Officer and
named executive officers at December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1995 (#) DECEMBER 31, 1995
----------------------------- --------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John P. Driscoll 15,400 6,400 $72,963 $24,400
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not executive officers of the Company receive a fee
of $400 per Board meeting attended. In addition, non-officer members of
committees of the Board receive a fee of $250 per committee meeting attended.
Directors who are also officers of the Company receive no compensation for
attendance at Board or committee meetings.
EMPLOYMENT AGREEMENTS
The Company and the Bank have entered into an employment agreement with
Mr. Driscoll effective as of January 1, 1996 which supersedes in its entirety
his previous such contract. Under this agreement, Mr. Driscoll will receive a
base salary for 1996 of $118,350. Thereafter Mr. Driscoll's salary shall be
fixed as determined by the Board of Directors based upon an annual review of
his compensation. Mr. Driscoll is also entitled to receive a bonus tied to
specified target levels of the Company's earnings per share, and such other
cash bonuses as the Board, in its discretion, may award.
6
<PAGE> 10
Under his agreement, Mr. Driscoll will receive a continuation of his
salary and benefits for two years if his employment is terminated by the
Company for any reason other than "cause", including a "change in control" of
the Company.
The Company and the Bank have also entered into agreements with J. David
Hammond, Executive Vice President, and William Welch, John Mason, J. Daniel
Mohr and Karen Lockwood, Vice Presidents, pursuant to which they will receive a
continuation of their respective salary and benefits for six months (twelve in
the case of Mr. Hammond) if there occurs a "change in control" of the Company
as a result of which their employment is terminated.
PERFORMANCE GRAPH
The following table compares cumulative total shareholder returns on
the Company's stock over the last five years to the Nasdaq Stock Market Index
for U.S. companies and the Nasdaq Bank Index. Total return values were
calculated assuming a $100 investment on December 31, 1990 and reinvestment of
dividends. The following table shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933 or the 1934 Act and shall not
be deemed filed under either such act.
<TABLE>
<CAPTION>
TOTAL RETURN
--------------------------------------------------
DATE CENTER BANKS NASDAQ US NASDAQ BANK
<S> <C> <C> <C>
1990 100 100 100
1991 108 161 164
1992 154 187 239
1993 154 215 272
1994 189 210 271
1995 245 296 404
</TABLE>
INDEBTEDNESS OF MANAGEMENT
Center Banks may make loans to directors and any executive officers of
the Company to the extent permitted by banking law. Any extensions of credit,
whether past or future, to directors or executive officers of the Company are
made in the ordinary course of business on substantially the same terms,
including interest rates, collateral and repayment terms, as those prevailing
at the time for comparable transactions with other persons and do not involve
more than the normal risk of collectibility or present other unfavorable
features.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the reporting to the Securities and Exchange Commission (the
"Commission") within required time frames of transactions in Company common
stock by insiders. All filings required under Section 16 of the Exchange Act
during 1995 were filed on a timely basis, except for a Form 4 for J. David
Hammond, Executive Vice President, which was filed late due to an oversight. In
making these statements, the Company has relied on written representations of
its incumbent executive officers and directors.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick
LLP, independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending December 31, 1996, and has
further directed that the selection of auditors be submitted for ratification
by a majority of the Company's shares present by proxy or in person and voting
at the Annual Meeting. KPMG Peat Marwick LLP was the Company's independent
public accountants for the year ended December 31, 1995.
Representatives from KPMG Peat Marwick LLP will be present at the
Annual Meeting and will be given the opportunity to make a statement, if they
so desire, and will be available to respond to appropriate questions from
shareholders.
7
<PAGE> 11
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
TO BE PRESENTED AT 1997 ANNUAL MEETING
Any proposal intended to be presented by any shareholder at the 1997
Annual Meeting of the Company must be received by the Secretary of the Company
at the principal executive offices, 33 E. Genesee Street, Skaneateles, New York
13152-0460, no later than November 20, 1996, to be considered for inclusion in
the Proxy Statement and proxy relating to the 1997 Annual Meeting.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report to Shareholders for the year
ended December 31, 1995 accompanies this Proxy Statement. The Annual Report
includes a general description of the business of Center Banks, management's
discussion and analysis of financial condition and results of operations, and
the Company's consolidated financial statements, with the accountant's report
thereon.
ANNUAL REPORT ON FORM 10-K
Upon receipt of a written request, the Company also will furnish,
without charge, a copy of the Company's Annual Report on Form 10-K. Such a
written request should be directed to J. Daniel Mohr, Investor Relations,
Center Banks Incorporated, 33 E. Genesee Street, Skaneateles, New York
13152-0460.
OTHER MATTERS
Other than procedural matters with respect to the conduct of the
meeting, management is not aware of any business to come before the meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxy set forth in the accompanying proxy will be voted with respect to those
other matters in accordance with the judgment of the person voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company has engaged Regan & Associates, Inc. for the purpose of
solicitation of proxies. The cost of these services is approximately $3,000,
plus out-of-pocket expenses. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending the proxy materials to the beneficial owners of Common Stock.
In addition to solicitations by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.
By Order of the Board of Directors,
/s/ John P. Driscoll
--------------------
JOHN P. DRISCOLL
Chairman, President and
Chief Executive Officer
Skaneateles, New York
March 20, 1996
8
<PAGE> 12
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<C> <S> <C> <C> <C> <C>
X PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTER BANKS INCORPORATED
FOR ALL
FOR WITHHOLD EXCEPT
ANNUAL MEETING OF STOCKHOLDERS 1. The election as directors of all / / / / / /
APRIL 16, 1996 nominees listed (except as
marked to the contrary below):
The undersigned hereby appoints Gary L. Karl proxy
for the undersigned with full power of CLIFFORD C. ABRAMS, DAVID E. BLACKWELL,
substitution, to vote all shares of the HOWARD J. MILLER, RAYMOND C. TRAVER, JR.
Common Stock of CENTER BANKS INCORPORATED
(the "Company") owned by the undersigned INSTRUCTIONS: TO WITHHOLD AUTHORITY TO
at the Annual Meeting of Stockholders to VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
be held at the Skaneateles Country Club ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN
on Tuesday, April 16, 1996 at 10:00 THE SPACE PROVIDED.
a.m. local time, and at any
adjournments thereof: <C> <C> <C>
_________________________________________________ FOR ALL
| | FOR WITHHOLD EXCEPT
| LEAVE THIS AREA | 2. The approval of KPMG Peat Marwick LLP / / / / / /
| BLANK FOR ADDRESS | as the Company's independent
| | auditors for the fiscal year ending
| | December 31, 1996.
|__________________________________________________|
_______________ THE BOARD OF DIRECTORS RECOMMENDS A
Please be sure to sign and date | Date | VOTE "FOR" EACH OF THE LISTED PROPOSALS.
this Proxy in the box below. | |
---------------------------------------------------
| | THIS PROXY IS SOLICITED BY THE
|______ Stockholder sign above_________________ | BOARD OF DIRECTORS.
| |
|______Co-holder (if any) sign above____________ | The undersigned acknowledges receipt
from the Company prior to the execution of
this proxy of a Notice of Meeting and of a
Proxy Statement dated March 20, 1996.
Please Sign exactly as your name appears
on this card. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please so indicate.
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
CENTER BANKS INCORPORATED
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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