UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K/A1
(Amendment No. 1, amending Items 10-13)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31,1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____ to ______.
Commission File Number 33-27312
LAKELAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2953275
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
250 Oak Ridge Road
Oak Ridge, New Jersey 07438 (973-697-2000)
(Address and telephone number, including area code, of registrant's principal
executive office)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, $2.50 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
reporting requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held by
non-affiliates (for this purpose, persons and entities other than executive
officers, directors, and 5% or more shareholders) of the registrant, as of
February 1, 1999, is estimated to have been approximately $129,000,000.
The number of shares outstanding of the registrant's Common Stock, as of
February 1, 1999, was 8,511,588.
Documents incorporated by reference: None
<PAGE>
PART III
Item 10. Directors of the Registrant
Directors
The Lakeland Bancorp. Inc. ("Lakeland") Certificate of Incorporation
provides that the Lakeland Board of Directors shall consist of not more than 25
directors nor less than 5 directors. The By-Laws currently provide for 9
directors. The directors are divided into three approximately equivalent-sized
classes, each class serving for a period of three years on a staggered-term
basis.
Table I sets forth the names and ages of the directors whose term expires
at Lakeland's 1999 annual meeting, the positions and offices presently held by
each such director within Lakeland, the period during which each such director
has served on Lakeland's Board, the expiration of their respective terms if
elected at the 1999 annual meeting, and the principal occupations and employment
of each such person during the past five years. Table II sets forth comparable
information with respect to those directors whose terms of office will continue
beyond the date of the 1999 annual meeting. Unless otherwise indicated,
positions have been held for more than five years. All of the persons named in
Tables I and II have been directors of Lakeland for at least five years with the
exception of: (1) Mark J. Fredericks, who was appointed to the Board on October
12, 1994, to fill the unexpired term of Henry T. Drost; (2) Mary Ann Deacon, who
was appointed to the Board on November 8, 1995; (3) and, Paul P. Lubertazzi and
Joseph P. O'Dowd, who were appointed to the Board on February 25, 1998,
following Lakeland's acquisition of Metropolitan State Bank. Mark J. Fredericks
is John W. Fredericks' son.
<PAGE>
TABLE I
DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
Director Expiration Business
Name and Age Since of Term Experience
Mark J. Fredericks 1994 2002 President of Keil
Age 37 Oil Company,
Riverdale, NJ
Robert B. Nicholson 1989 2002 Chairman, Lakeland
Age 70 Bancorp, Inc. (5/19/89
to present); Chairman,
Lakeland Bank (5/19/69
to present); Chairman,
Eastern Propane Corp.,
Oak Ridge, NJ 9/21/88
to present)
Arthur L. Zande 1989 2002 Executive Vice
Age 64 President & CEO,
Lakeland Bancorp, Inc.
(5/19/89 to present);
Executive Vice
President & CEO,
Lakeland Bank (10/1/72
to present)
<PAGE>
TABLE II
CONTINUING DIRECTORS
Director Expiration Business
Name and Age Since of Term Experience
Bruce G. Bohuny 1989 2000 Secretary, Lakeland
Age 66 Bancorp, Inc. (5/19/89
to present); Secretary,
Lakeland Bank (5/19/69
to present; President,
Brooks Limited (a real
estate development
corp.), Wyckoff, NJ
Mary Ann Deacon 1995 2000 Secretary/Treasurer of
Age 47 Deacon Homes Inc. and
and Deacon Development
Corp. (real estate dev-
elopment), Sparta, NJ
John W. Fredericks 1989 2001 President, Lakeland
Age 62 Bancorp, Inc. (5/19/89
to present); President,
Lakeland Bank (5/19/69
to present); President
and Owner, Fredericks
Fuel and Heating Ser-
vice, Oak Ridge, NJ
Joseph P. O'Dowd 1998 2000 President and Owner of
Age 52 O'Dowd Advertising of
Montville, NJ (4/14/82
to present) and partner
of O'Dowd Associates
(real estate holding
company)(7/1/86 to pre-
sent) and O'Dowd Realty
(7/1/86 to present)
John Pier, Jr. 1989 2001 Dentist, West Milford,
Age 72 NJ
Paul P. Lubertazzi 1998 2001 President & CEO of
Age 64 Metropolitan State Bank
(6/88 to present);
Chairman of
Metropolitan State
Bank (4/96 to present)
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires Lakeland's directors,
executive officers and 10% shareholders to file with the SEC certain reports
regarding such persons' ownership of Lakeland's securities. Lakeland is required
to disclose any failures to file such reports on a timely basis. There were no
untimely filings for the fiscal year ended December 31, 1998.
Item 11. Executive Compensation
Executive Compensation
The following table sets forth, for the years ended December 31, 1998, 1997
and 1996, the cash compensation paid by Lakeland and its subsidiaries to
Lakeland's Chief Executive Officer and Metropolitan State Bank's Chief Executive
Officer, for services rendered as an executive officer during such periods.
Arthur L. Zande and Paul P. Lubertazzi are the only executive officers whose
total annual salary and bonus for 1998 exceeded $100,000 (the "Named Executive
Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Annual Compensation (A) All Other (B)
Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
Arthur L. Zande 1998 $210,000 $ - $137,160
Executive Vice 1997 195,000 - 140,890
President and 1996 180,000 - 74,350
Chief Executive
Officer of Lakeland and
Lakeland Bank
Paul P. Lubertazzi(C) 1998 $165,000 $15,000(D) $9,124
President and Chief 1997 150,000 15,000 9,192
Executive Officer of 1996 140,000 -- 3,580
Metropolitan State Bank
</TABLE>
- --------------
(A) During the three years ended December 31, 1998, Mr. Zande and Mr.
Lubertazzi did not receive perquisites (i.e., personal benefits) in excess
of 10% of their reported salary and bonus.
(B) All other compensation for Mr. Zande in 1998 was comprised of the
following: An annual contribution of $1,404 made by Lakeland Bank for
annual premiums for term life insurance in excess of $50,000 for Mr. Zande;
annual contributions to Lakeland Bank's profit sharing plan on behalf of
Mr. Zande of $17,976; increases to Mr. Zande's profit sharing plan account
of $111,283, reflecting his allocated portion of plan earnings and
forfeitures; and the fair market value of the personal use of a company car
of $6,497. All other compensation for Mr. Lubertazzi in 1998 was comprised
of the following: a contribution of $3,600 to Metropolitan State Bank's
401(k) plan to match pre-tax elective deferral contributions (included
under "Salary") made by Mr. Lubertazzi to such plan; $2,800 paid by
Metropolitan State Bank as insurance premiums for Mr. Lubertazzi's benefit;
and the fair market value of the personal use of an automobile of $2,724.
(C) Mr. Lubertazzi became an executive officer of Lakeland upon the
consummation of Lakeland's acquisition of Metropolitan State Bank. For a
description of Mr. Lubertazzi's employment agreement with Lakeland and his
agreement with Metropolitan State Bank which was assumed by Lakeland, see
Item 13 - Related Party Transactions".
(D) Mr. Lubertazzi's bonus was approved by the Board of Directors of
Metropolitan State Bank and was based upon both the bank's performance and
Mr. Lubertazzi's individual performance in 1998.
Directors' Compensation
Each director currently receives a fee of $575 for each meeting of the
Board which he or she attends. No remuneration was paid in 1998 for attendance
at Board committee meetings.
The Board of Directors of Lakeland adopted a plan, effective January 1,
1996, which provides that any director having attained age 72 (75 for directors
active as of the date of plan inception) and having completed fifteen years of
service may retire and continue to be paid for a period of ten years at a rate
of $5,000, $7,500 or $10,000 per annum, depending upon years of credited
service. This plan is unfunded.
Compensation Committee Interlocks and Insider Participation
The Lakeland Board of Directors does not maintain a compensation committee.
Accordingly, compensation decisions are made by the entire Board. During the
year ended December 31, 1998, the following individuals served as members of the
Board of Directors: Bruce G. Bohuny, Mary Ann Deacon, John W. Fredericks, Mark
J. Fredericks, Paul P. Lubertazzi, Robert B. Nicholson, Joseph P. O'Dowd, John
Pier, Jr. and Arthur L. Zande. Of the persons named, Messrs. Bohuny, Lubertazzi,
Nicholson, John Fredericks and Zande were and are employees of Lakeland or its
subsidiaries. None of such individuals participated in any determination with
respect to his own annual salary.
Mr. John Fredericks and Mr. Nicholson are two of the three partners in a
joint venture which owns certain property in Newton, New Jersey. Lakeland Bank
rents space, pursuant to a lease expiring on October 1, 2000, in the building
located on this property for a branch office, at an annual rental of $58,359.
Mr. John Fredericks and Mr. Nicholson are the President and Chairman,
respectively, of Lakeland.
Lakeland Bank and/or Metropolitan State Bank has had, and expects to have
in the future, transactions in the ordinary course of its business with
Lakeland's directors, officers, principal stockholders, and their associates.
These transactions will be on the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with others, and that do not involve more than the normal risk of collectability
or other unfavorable features.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of shares of
Lakeland Common Stock as of February 1, 1999 by (i) the only stockholders of
Lakeland known by management to beneficially own more than 5% of Lakeland's
Common Stock, (2) the directors of Lakeland, (iii) the Named Executive Officers
and (iv) all directors and executive officers of Lakeland as a group. Unless
otherwise stated in the footnotes following the tables, the persons listed in
the tables have sole power to vote and dispose of the shares which they
beneficially owned as of February 1, 1999.
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Outstanding
Beneficial Owner Ownership Shares
<S> <C> <C>
John W. Fredericks 469,198(1) 5.5%
P.O. Box 448
Oak Ridge, NJ 07438
Mark J. Fredericks 278,234(2) 3.3%
Robert B. Nicholson 342,507(3) 4.0%
Arthur L. Zande 21,715(4) .3%
Bruce G. Bohuny 132,675(5) 1.6%
Mary Ann Deacon 37,448(6) .5%
Joseph P. O'Dowd 12,896(7) .2%
John Pier, Jr. 89,089(8) 1.1%
Paul P. Lubertazzi 43,232(9) .5%
All directors and executive
officers as a group (10 persons) 1,325,388 16.0%
</TABLE>
<PAGE>
- -------
Included in the amounts beneficially owned listed in the table, the directors
and executive officers of Lakeland held the following interests:
(1) Includes 117,994 shares owned by Mr. Fredericks' wife, Jane D. Fredericks;
117,816 shares held in the name of John W. Fredericks, Jane D. Fredericks
and Mark J. Fredericks, Trustees for Fredericks Fuel and Heating Service
Employee Profit Sharing Plan; and 97,996 shares held in the name of Edward
J. Fredericks and John W. Fredericks Trustees U/W Wilbur Fredericks Trust.
(2) Includes: 22,023 shares owned by Mr. Fredericks' wife, Shelley B.
Fredericks; 16,951 shares held by Mark J. Fredericks custodian for Douglas;
16,951 held by Mark J. Fredericks custodian for William; 16,952 shares held
by Mark J. Fredericks custodian for Leanne; 16,948 shares held by Mark J.
Fredericks custodian for Emily; 17,043 shares held by Keil Oil Employee
Profit Sharing Plan; and 117,816 held by John W. Fredericks, Jane D.
Fredericks, and Mark J. Fredericks Trustees for Fredericks Fuel and Heating
Service Profit Sharing Plan.
(3) Includes: 93,844 shares owned by Mr. Nicholson's wife, Shirley M.
Nicholson; 39,206 shares registered in the name of Eastern Propane Corp. (a
corporation of which Mr. Nicholson is Chairman of the Board); and 10,275
shares owned by Mr. Nicholson's son, Robert B. Nicholson III.
(4) Includes 2,042 shares held by Mr. Zande's wife, Nancy T. Zande.
(5) Includes: 16,229 shares owned by Mr. Bohuny's wife, Judy Bohuny; 766 shares
held in name of the Estate of Emma Bohuny -- Bruce G. Bohuny, Executor;
8,099 shares owned by Mr. Bohuny's son; 1,233 shares held by Brooks Ltd. of
which Mr. Bohuny is president; 1,360 shares held by the Zurick Group, of
which Mr. Bohuny is managing partner; and 3,198 shares held in a Merrill
Lynch retirement fund for Mr. Bohuny's benefit.
(6) Includes: 12,065 shares in the name of Philip Deacon, husband of Mary Anne
Deacon.
(7) Includes: 12,644 shares owned jointly by Joseph O'Dowd and his wife
Patricia.
(8) Includes: 4,514 shares owned by Mr. Pier's wife, Jane Pier; 9,432 shares
owned by Mr. Pier and his wife, Jane Pier, jointly; 252 shares held by Mr.
Pier's wife, Jane Pier, as Custodian for Mr. and Mrs. Pier's son, John
Pier, under the N.J. Uniform Gift to Minors Act; and 12,720 shares held in
an IRA with Merrill Lynch for Mr. Pier.
(9) Includes: 39,326 shares owned jointly by Paul and Barbara Lubertazzi, Mr.
Lubertazzi's spouse; 250 shares owned jointly by Paul and Leslie
Lubertazzi, Mr. Lubertazzi's daughter; 250 shares owned jointly by Paul and
Sandra Lubertazzi, Mr. Lubertazzi's daughter; 250 shares owned jointly by
Paul and Glen Lubertazzi, Mr. Lubertazzi's son and 250 shares owned jointly
by Paul and Mathew Lubertazzi, Mr. Lubertazzi's son.
Item 13. Certain Relationships and Related Transactions
Related Party Transactions
Pursuant to the Amended and Restated Agreement and Plan of Reorganization,
dated January 14, 1998, between Lakeland and Metropolitan State Bank, Lakeland's
Board of Directors appointed Paul P. Lubertazzi, Metropolitan's Chairman and
President, and Joseph O'Dowd, another member of Metropolitan's Board of
Directors, to Lakeland's Board.
Lakeland also agreed in the Metropolitan merger agreement to retain
Paul P. Lubertazzi as the Chairman of the Board, Chief Executive Officer and
President of Metropolitan under the terms and conditions of his then current
employment agreement. In addition, to induce Mr. Lubertazzi to provide
additional services relating to the integration of Metropolitan into Lakeland's
consolidated enterprise, Lakeland has agreed to (1) provide to Mr. Lubertazzi an
additional annuity comparable to the annuity provided to Mr. Lubertazzi by
Metropolitan at a cost to Lakeland of $278,000 and (2) provide to Mr. Lubertazzi
certain retiree medical benefits at a cost to Lakeland of $45,000.
Mr. Lubertazzi's employment agreement provides that he will receive base
compensation of not less than $140,000 per year. The employment agreement
further provides that Mr. Lubertazzi may participate in all employee benefit
plans and programs established by Metropolitan. If Lakeland should terminate Mr.
Lubertazzi's employment without cause, his employment agreement provides that he
will continue to be paid any compensation to which he would be entitled under
the terms of his employment agreement. The employment agreement contains certain
non-competition and anti-solicitation provisions in the event that Mr.
Lubertazzi terminates his employment without cause.
Mr. Lubertazzi previously entered into a separate agreement with
Metropolitan which was assumed by Lakeland. Pursuant to that agreement,
Metropolitan is required to pay Mr. Lubertazzi or his beneficiary an aggregate
<PAGE>
of $525,000 payable in 15 annual installments beginning on his retirement date
or date of death. No benefits are payable under the agreement if Mr. Lubertazzi
is terminated for intentional wrongdoing. In order to fund this obligation,
Metropolitan has obtained a variable life insurance policy, which has a cash
surrender value of approximately $106,000, and has accrued approximately
$260,000 in expenses. Although no assurance can be given, Lakeland does not
expect to expend additional significant amounts to fund this obligation.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual
Report on Form 10-K for the year ended December 31, 1998 to be signed on its
behalf by the undersigned, thereunto duly authorized.
LAKELAND BANCORP, INC.
By:/s/ Arthur L Zande
Arthur L. Zande
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to its Annual Report on Form 10-K for the year ended December
31, 1998 has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Robert B. Nicholson* Director April 28, 1999
- ------------------------
(Robert B. Nicholson)
/s/ John W. Fredericks* Director April 28, 1999
- -----------------------
(John W. Fredericks)
/s/ Bruce G. Bohuny* Director April 28, 1999
- --------------------
(Bruce G. Bohuny)
/s/ Mary Ann Deacon* Director April 28, 1999
- --------------------
(Mary Ann Deacon
/s/ Mark J. Fredericks* Director April 28, 1999
- -----------------------
(Mark J. Fredericks)
/s/ John Pier, Jr.* Director April 28, 1999
- -------------------
(John Pier, Jr.)
/s/ Paul P. Lubertazzi* Director April 28, 1999
- -----------------------
(Paul P. Lubertazzi)
/s/ Joseph E. O'Dowd* Director April 28, 1999
- ---------------------
(Joseph E. O'Dowd)
/s/ Arthur L Zande Executive Vice President April 28, 1999
- ------------------ and Director (Chief
(Arthur L. Zande) Executive Officer)
/s/ William J. Eckhardt Vice President April 28, 1999
- ----------------------- and Treasurer
(William J. Eckhardt) (Chief Financial
and Accounting
Officer)
*By:/s/ Arthur L Zande
Arthur L. Zande
Attorney-in-Fact
