BRIDGE BANCORP, INC.
2488 Montauk Highway
Bridgehampton, NY 11932
NOTICE OF ANNUAL MEETING
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Bridge Bancorp, Inc. (the "Company") will be held at the
Bridgehampton Community House, Main Street, Bridgehampton, New York, on Tuesday,
April 15, 1997, at 3:30 p.m., for the purpose of considering and voting on the
following matters:
1. The election of four directors to Class 1 of the Company's Board of
Directors, each to hold office for a term of two years and until their
successors are elected and qualified. The following four persons are the
Board of Directors' nominees:
R.TIMOTHY MARAN
WALTER A. PREISCHE, JR.
L.H. STRICKLAND
THOMAS J. TOBIN
2. To consider and vote upon a proposal to approve the amendment of the
Certificate of Incorporation to increase the authorized number of shares of
Common Stock, $5.00 par value ("Common Stock"), from 1,500,000 to 6,500,000
for the purpose of providing the Company with added flexibility in pursuing
its long-range business objectives.
3. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
THE BOARD OF DIRECTORS BELIEVES THAT THE ELECTION OF THE NOMINEES LISTED IN THE
ATTACHED PROXY STATEMENT AND THE PROPOSAL TO INCREASE AUTHORIZED SHARES OF
COMMON STOCK ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES AND THE PROPOSAL.
Only those shareholders of record at the close of business on February 28, 1997
shall be entitled to notice of and to vote at the Annual Meeting.
By order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 13, 1997
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN THE ENCLOSED PROXY (BLUE) AND RETURN SAME WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDERS MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 15, 1997
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Shareholders ("Annual Meeting") to
be held at the Bridgehampton Community House, Main Street, Bridgehampton, New
York on April 15, 1997 at 3:30 p.m. or any adjournments thereof. The 1996 Annual
Report to Shareholders, including financial statements for the fiscal year ended
December 31, 1996, accompanies this Proxy Statement.
Regardless of the number of shares of common stock owned, it is important that
shareholders be represented by proxy or be present in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed proxy
(blue) and returning it signed and dated in the enclosed postage-paid envelope.
Shareholders should indicate their votes in the spaces provided on the proxy.
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SPECIFIED IN
THIS PROXY STATEMENT AND FOR THE INCREASE IN THE AUTHORIZED SHARES OF COMMON
STOCK OF THE COMPANY.
The Board of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however, confers on
the designated proxy holders discretionary authority to vote the shares in
accordance with their best judgment on such other business, if any, that may
properly come before the Annual Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of
written revocation with the Secretary of the Company, by delivering to the
Company a duly executed proxy bearing a later date, or by attending the Annual
Meeting, filing a revocation with the Secretary and voting in person.
The cost of solicitation of proxies in the form enclosed herewith will be borne
by the Company. In addition to the solicitation of proxies by mail, proxies may
also be solicited personally or by telephone or facsimile by directors, officers
and employees of the Company, without additional compensation therefore.
This Proxy Statement and the accompanying Proxy are being mailed to shareholders
on or about March 13, 1997.
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<PAGE>
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares of
common stock of the Company ( the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting. The close
of business on February 28, 1997 has been fixed by the Board of Directors as the
record date ("Record Date") for the determination of shareholders entitled to
notice of and to vote at this Annual Meeting or any adjournments thereof. The
total number of shares of Common Stock outstanding on the Record Date was
469,200 shares.
BENEFICIAL OWNERSHIP
As of December 31, 1996, no person was known by the Board of Directors to be the
beneficial owner of more than five percent of the Company's outstanding common
stock.
ITEM 1:-ELECTION OF DIRECTORS & INFORMATION WITH RESPECT TO DIRECTORS & OFFICERS
- -------
The Bylaws of the Company provide that the Board of Directors shall consist of
not less than five nor more than twenty-five shareholders, the exact number to
be fixed and determined from time to time by resolution of a majority of the
full Board of Directors or by resolution of the share-holders at any annual or
special meeting thereof. Pursuant to this provision, the Board unanimously
adopted a resolution setting the number of directors at eight. The Bylaws
further provide that the directors shall be divided into two classes with a two
year term of office for each class expiring at the end of consecutive years.
Only Class 1 of the Board of Directors will be elected at this year's meeting.
The Board of Directors has nominated the four persons named in this Proxy
Statement. Each of these nominees has consented to be named and to serve if
elected, and the Board knows of no reason to believe that any nominee will
decline or be unable to serve, if elected. In the event any nominee is unable to
serve or for good cause will not serve, it is intended that the proxies which
would have been voted for such nominee will be voted for a successor nominee to
be designated by the Board of Directors.
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<PAGE>
<TABLE>
<CAPTION>
The following information is provided with respect to each nominee for director
and each present director whose term of office extends beyond the date of the
Annual Meeting.
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
Shares of Common Stock
of the Company
Beneficially Owned as of
December 31, 1996 (1)
-------------------------
Principal Occupation Director of the
Name and Age for Past Five Years Company Since No. of Shares Percent
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nominees for Director:
- ----------------------
Class 1 (term expiring in 1999)
R. Timothy Maran President-Maran, DeBaun, 1980 7,950 (2) 1.7
Age 55 Cruise & Simonson
Insurance Brokers
Walter A. Preische, Jr. President-Markowitz, Preische 1994 1,300 (3) 0.3
Age 61 & Stevens, P.C., Certified
Public Accountants
L.H. Strickland Vice Chairman of the Board 1970 1,603 (4) 0.3
Age 64 of the Company & the Bank;
President & Director-Peter Lyle,
Inc., Financial Services
Thomas J. Tobin President & Chief Executive 1986 3,804 (5) 0.8
Age 52 Officer of the Company &
the Bank
Directors Continuing in Office
- ------------------------------
Class 2 (term expiring in 1998)
Thomas E. Halsey Owner-Holly Hill 1969 5,120 (6) 1.1
Age 57 Nursery
Marcia Z. Hefter Partner-Esseks, Hefter 1988 2,030 (7) .4
Age 53 & Angel, Attorneys
Albert E. McCoy Vice-President-W.F. McCoy 1982 15,291 (8) 3.3
Age 62 Petroleum Products, Inc;
President-McCoy Bus Co., Inc.
Raymond Wesnofske Chairman of the Board of 1970 12,399 (9) 2.6
Age 59 the Company & the Bank;
Owner-Wesnofske Produce, Inc.
</TABLE>
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<PAGE>
NOTES
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(1) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person directly or indirectly has or shares voting power and/or investment
power. Except as otherwise indicated, for all securities listed the
director has sole voting and investment power.
(2) Including 373 shares in the name of Cynthia H. Maran, Mr. Maran's wife; 640
shares in the name of R. Timothy Maran, Jr., Mr. Maran's son; 772 shares
for the individual retirement account of Cynthia H. Maran, Mr. Maran's
wife; 1,508 shares for the individual retirement account of Mr. Maran;
1,604 shares in the name of J.C. Maran, R.T. Maran and T. Maran, Trustees
under the will of R. Maran, deceased. Mr. Maran is a primary beneficiary of
such trust and shares voting and investment powers under the trust; and
1,200 shares in the name of Meschutt Maran Agency, Inc., a corporation of
which Mr. Maran is a minority shareholder and shares voting and investment
powers.
(3) Including 800 shares in the name of Markowitz, Preische & Stevens, P.C.,
Profit Sharing Plan. Mr. Preische is one of two trustees and shares voting
and investment powers.
(4) Including 1,163 shares in the name of Peter Lyle, Inc. for the benefit of
L.H. Strickland. Mr. Strickland is the sole shareholder of such
corporation.
(5) Including 3,739 shares held in joint tenancy with his wife, Janet B. Tobin;
36 shares in the name of Janet Colleen Tobin, Mr. Tobin's daughter and 29
shares in the name of Patrick Thomas Tobin, Mr. Tobin's son.
(6) Including 1,852 shares in the name of Dorothy E. Halsey, Mr. Halsey's wife;
275 shares in the name of Adam T. Halsey, Mr. Halsey's son and 235 shares
in the name of Jocelyn M. Halsey-Armuswicz, Mr. Halsey's daughter.
(7) Including 780 shares in a retirement trust for Robert J. Hefter, Mrs.
Hefter's husband; 250 shares in retirement trust for Mrs. Hefter; 100
shares in the name of Jason Hefter, Mrs. Hefter's son; and 100 shares in
the name of Michele Hefter, Mrs. Hefter's daughter.
(8) Including 7,397 shares in the name of Margaret F. McCoy, Mr. McCoy's wife.
(9) Including 3,096 shares in the name of Lynn Wesnofske, Mr. Wesnofske's wife.
As of December 31, 1996, the 32 directors and officers of the Company and the
Bank as a group owned beneficially an aggregate of 55,008 shares of common stock
of the Company, representing 11.7% of the total number of shares then
outstanding.
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<PAGE>
BOARD COMMITTEES
<TABLE>
<CAPTION>
The Company's Board of Directors does not have a nominating committee (or a
committee performing similar functions), but does have Audit and Personnel
Committees as follows:
Number of Meetings
Committee Members Past Fiscal Year Committee Functions
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Audit:
Thomas E. Halsey 4 Monitor compliance with law and rules,
Walter A. Preische, Jr. review and make recommendations with
L.H. Strickland respect to reports of internal auditor and
independent certified public accountants.
Personnel:
Marcia Z. Hefter 3 Recommend salary increases, changes in
R. Timothy Maran employee benefits and management
Thomas J. Tobin changes.
Raymond Wesnofske
</TABLE>
The Board of Directors met 14 times during fiscal year ended December 31, 1996.
Each of the directors of the Company attended at least 75% of the total number
of meetings of the Board and committees thereof.
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<PAGE>
COMPENSATION OF DIRECTORS
All of the members of the Board of Directors of the Company also serve on the
Board of the Bank. Directors of the Company are not compensated separately in
any way for their services as members of the Board of Directors of the Company.
The Board of Directors of the Bank currently holds 12 regular monthly meetings a
year and such special meetings as deemed advisable to review significant
matters. Each member of the Board of Directors, except Mr. Tobin, receives an
annual fee of $5,000. The Chairman of the Board of Directors receives an
additional $2,500 annually. All Directors are compensated $500 for each meeting
of the Board of Directors. Directors who are members of the asset and liability
committee, classification committee, audit committee and loan committee are
compensated $300 per meeting. Directors are compensated $150 for all other
committee meetings.
COMPENSATION OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
The following table sets forth all information with respect to the aggregate
remuneration paid during the 12 months ended December 31, 1996 to each of the
executive officers of the Bank who received remuneration of more than $100,000.
The officers of the Company are not compensated separately in any way for their
services.
SUMMARY COMPENSATION TABLE
Name and
Principal Position Year Salary ($) (1) Bonus (s)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas J. Tobin 1996 197,043.84 33,000.00
President & Chief 1995 167,977.58 32,000.00
Executive Officer 1994 163,686.00 27,125.00
of the Company
and the Bank
Anthony Leone 1996 106,908.16 18,600.00
Senior Vice President 1995 98,931.00 16,290.00
of the Company and the 1994 96,845.50 15,102.50
Bank and Credit
Administrator of the Bank
(1) Includes directors' fees and premiums paid (above the amount excludable
from salary) on certain insurance policies obtained by the Bank for the
benefit of Mr. Tobin in accordance with Mr. Tobin's employment contract.
</TABLE>
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<PAGE>
EMPLOYMENT CONTRACT AND SEVERANCE AGREEMENTS
The Company and Mr. Tobin are parties to an employment agreement. In addition,
the Company is a party to a severance agreement with Mr. Leone.
Mr. Tobin has an employment agreement with the Company and the Bank pursuant to
which he is employed in the position of President and Chief Executive Officer of
both the Company and the Bank. The contract has a term of five years commencing
January 1, 1997 until December 31, 2001 and is renewable for one additional year
each subsequent January 1, during the term of the agreement. Under the
agreement, in the event Mr. Tobin's employment is terminated following a change
in control of the Company, he is entitled to receive a severance payment equal
to 2.99 times the sum of his current base salary, plus the amount of bonuses
paid to him during the 12 months preceding the change in control. The agreement
provides that Mr. Tobin shall not have any right to receive a "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code.
The severance agreement is effective upon any change in control of the Company
and has a term of two years. Change in control means the acquisition by any
person or group of persons acting in concert with the power to vote 51 percent
of the Company's common stock. The agreement provides for the continued payment
of Mr. Leone's salary for two years from the date of any change in control in
the event he is discharged by the Company for reasons other than cause or in the
event the resigns from the Company as a result of his place of employment being
changed from Suffolk County, New York or his current responsibilities as an
officer being substantially changed following a change in control. The severance
payment is reduced by either the amounts received from the Company after a
change in control occurred or employment income received by Mr. Leone from
another person after termination or resignation in accordance with the
agreement.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and executive officers and related parties, including their
immediate families and companies in which they are principal owners, were loan
customers of the Bank during 1996. Such loans are made in the ordinary course of
business at normal credit terms, including interest rate and security, and do
not represent more than a normal risk of collection. No such loan was classified
by the Bank as of December 31, 1996 as a non-accrual, past due, restructured or
potential problem loan.
Outside of normal customer relationships, none of the directors of the Company
or their associates currently maintains or has maintained within the past 12
months any significant business relationships or had any related party
transaction with the Company or the Bank other than such as arises by virtue of
their position or ownership interest in the Company or other than such as arises
by virtue of their position with the Bank.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors, its
executive and certain other officers, and any persons holding more than ten
percent of the Company's common stock are required to report their ownership of
the Company's common stock and any changes in that ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to report in this Proxy Statement any
failure to file by these dates during 1996. During 1996, all of these filing
requirements were satisfied. In making these statements, the Company has relied
solely on the written representations of the incumbent directors and officers
and copies of the reports which they have filed with the Commission.
ITEM 2: - PROPOSAL TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
- -------
At the Meeting, Company stockholders will be requested to approve the proposed
Amendment to increase the number of authorized shares of Common Stock from
1,500,000 to 6,500,000.
The Amendment has been approved by the Company's Board of Directors. The
proposed Amendment, if approved, will change Article "4" of the Certificate of
Incorporation to read as follows:
"4. NUMBER OF SHARES The aggregate number of shares which the
----------------
Corporation shall have authority to issue is Six Million Five
Hundred Thousand shares, all of which shall be common shares of
the par value of Five Dollars($5.00) each."
The requested increase in shares of Company Common Stock is designed to provide
the Company with added flexibility in pursuing its long range business
objectives. As of December 31, 1996, 469,200 shares of Company Stock were issued
and outstanding and 48,000 shares of Company Stock were reserved for issuance
under the 1996 Equity Incentive Plan. Accordingly, as of December 31, 1996, the
Company had available for use in future acquisitions and otherwise only 982,800
shares of Company Common Stock. The Company's Board of Directors believes that
it is the best interest of the Company that additional shares be made available
for future acquisitions and for other purposes, such as possible stock
dividends.
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<PAGE>
The Company has no present plans, understandings or arrangements for the
issuance of any additional shares of Common Stock. If the proposed Amendment is
approved, the additional shares may be issued on such terms and at such times as
the Company's Board of Directors may determine, without future stockholder
action except where otherwise required by law.
Holders of Company Common Stock, have no preemptive rights to subscribe for
additional shares of Company's capital stock.
The Company's Board of Directors recommends that stockholders vote FOR the
proposal to amend the Certificate of Incorporation to increase the number of
authorized shares of Company Common Stock.
ITEM 3: - OTHER BUSINESS
- -------
As of the date of this Proxy Statement, the Board of Directors does not intend
to present to the meeting any other business not provided for in the notice of
meeting, and it has not been informed of any business intended to be presented
by others. Should any other matters, however, properly come before the meeting,
the persons named in the enclosed Proxy will take action and vote proxies in
accordance with their judgment on such matters.
Action may be taken on the business to be transacted at the meeting on the date
specified in the notice of meeting or on any date or dates to which such meeting
may be adjourned.
STOCKHOLDER PROPOSAL
If stockholders' proposals are to be considered for inclusion in the Company's
Proxy Statement for the annual meeting of the Company's stockholders to be held
in April 1998, such proposals must be submitted on a timely basis and the
proposals and proponents thereof otherwise must meet the requirements
established by the Securities and Exchange Commission for stockholders'
proposals. Proposals for the annual meeting of Stockholders to be held in 1998
must be received by the Company at its principal executive office no later than
November 14, 1997. Any such proposals, together with supporting statements,
should be directed to the Secretary of the Company.
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<PAGE>
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP, Certified Public Accountants, were the independent auditors
of the Company for the year ended December 31, 1996, and have been selected to
serve as auditors for 1997. Representatives of Arthur Andersen LLP are expected
to be present at the Annual Meeting with an opportunity to make a statement if
they so desire and are expected to be available to respond to appropriate
questions from stockholders.
On August 21, 1995, the Company dismissed KPMG Peat Marwick LLP as its
independent auditors. KPMG Peat Marwick's report on the Company's financial
statements did not contain, for either of the two years ending December 31,
1994, an adverse opinion or a disclaimer of opinion, nor was it qualified nor
modified as to uncertainty, auditing scope or accounting principles except that
the opinion was modified due to the Company adopting the provisions of
Statements of Financial Accounting Standards Nos. 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective January 1, 1994 and 109,
"Accounting for Income Taxes," effective January 1, 1993. During the Interim
period through August 20, 1995, there were no disagreements with KPMG Peat
Marwick on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG Peat Marwick, would have caused it to make
references to the subject matter of the disagreements in connection with its
report.
The decision to change accountants was recommended by the Audit Committee of the
Board of Directors and approved by the entire Board of Directors based upon such
recommendation. On August 21, 1995, Arthur Andersen LLP was engaged as the new
independent accountant for the Company to be principal accountant to audit the
Company's financial statements for the year ended December 31, 1995. Arthur
Andersen was not engaged regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be rendered on the
Company's financial statements.
In accordance with applicable securities regulations, the Company requested KPMG
Peat Marwick to furnish a letter stating whether it agreed with the statements
contained in the prior two paragraphs of this section. KPMG furnished such a
letter dated August 24, 1995 stating that it did not disagree with the
statements contained in the second paragraph of this section and stating that it
"was not in a position" to agree or disagree with the statements contained in
the third paragraph of this section. A copy of such letter was filed as Exhibit
1 to the Company's Form 8-K filed September 8, 1995.
Whether you intend to be present at this meeting or not, you are urged to return
your signed proxy promptly.
Your continued interest in and support of the Company is sincerely appreciated.
By Order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 13, 1997
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<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
BRIDGE BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 1997
The undersigned hereby appoints Janet T. Verneuille, Carol Kennedy and Maureen
P. Mougios as Proxies, each with the power to appoint a substitute, and hereby
authorizes them to represent and to vote, as designated below all the shares of
common stock of Bridge Bancorp, Inc. held of record by the undersigned on
February 28, 1997 at the Annual Meeting of Shareholders to be held April 15,
1997 or any adjournments thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote [ ]
(Except as Marked to the Contrary Below) For all Nominees Listed Below
R.TIMOTHY MARAN WALTER A. PREISCHE, JR. L.H. STRICKLAND THOMAS J. TOBIN
(INSTRUCTION: To withhold authority to vote for any individual strike
a line through that nominee's name in the list above).
2. PROPOSAL TO APPROVE THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK, $5.00 PAR VALUE
("COMMON STOCK"), FROM 1,500,000 TO 6,500,000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2.
Please sign exactly as name appears on the stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 1997
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Signature
-------------------------------------
Signature If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
