Slade's Ferry Bancorp
Notice Of
Annual Meeting of Stockholders
And
Proxy Statement
Date:
Monday, April 13, 1998
Time:
7:30 P.M.
Place:
Venus de Milo Restaurant
75 Grand Army Highway
Swansea, MA 02777
- ---------------------------------------------------------------------------
YOUR VOTE IS VERY IMPORTANT
You are urged to exercise your right by indicating your choices on the
enclosed proxy card. Please date, sign, and promptly return your proxy card
in the enclosed postage-paid envelope. You may, nevertheless, vote in person
if you attend the meeting.
- ---------------------------------------------------------------------------
March 10, 1998
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of the
Stockholders of Slade's Ferry Bancorp to be held on Monday, April 13, 1998
at 7:30 p.m. at the Venus de Milo Restaurant, 75 Grand Army Highway,
Swansea, Massachusetts, 02777.
At the Annual Meeting we will review the activities of the past year
and you will be asked to vote upon (1) the election of a Clerk/Secretary of
the Corporation, and (2) the election of five Class Three Directors of the
Corporation to serve for a three-year term.
It is very important that your shares be represented, whether or not
you are able to attend. You are urged to read the enclosed Proxy Statement
and the accompanying materials. Please sign and return the enclosed proxy in
the postage-paid envelope provided at your earliest convenience regardless
of the number of shares you own. If you attend the Annual Meeting and wish
to vote in person, you may withdraw the Proxy upon oral request.
Your Board of Directors recommends that you vote FOR the election of
Peter G. Collias as Clerk/Secretary, and FOR the election of James D. Carey,
William Q. MacLean Jr., Francis A. Macomber, Majed Mouded, MD, and David F.
Westgate as Class Three Directors for a term of three years.
Your Board of Directors has fixed the close of business on February
28, 1998 as the record date for the determination of stockholders entitled
to receive notice of and to vote at the Meeting and any adjournments
thereof.
We look forward to seeing as many stockholders as possible at this
meeting.
Sincerely,
/s/ Donald T. Corrigan
Donald T. Corrigan
Chairman of the Board
Slade's Ferry Bancorp, 100 Slade's Ferry Avenue,
Somerset, Massachusetts 02726 (508)675-2121 FAX (508)675-1751
SLADE'S FERRY BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of Slade's Ferry Bancorp
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
the Slade's Ferry Bancorp will be held at Venus de Milo Restaurant, 75 Grand
Army Highway, Swansea, Massachusetts, on Monday, April 13, 1998 at 7:30 p.m.
local time (the "Meeting") for the following purposes, all as set forth in
the attached Proxy Statement.
1. To elect a Clerk/Secretary of the Corporation to hold office until
the next annual meeting of stockholders or special meeting of
stockholders in lieu thereof, and until his or her successor is
elected and qualified.
2. To elect five Class Three Directors, each to hold office until the
2001 annual meeting of stockholders of Slade's Ferry Bancorp or
special meeting of stockholders in lieu thereof, and until his or
her successor is elected and qualified.
3. To consider and act with discretionary authority upon such
business, matters or proposals as may properly come before the
Meeting and any adjournments thereof.
Your Board of Directors has fixed the close of business on February
28, 1998 as the record date for the determination of stockholders entitled
to receive notice of and to vote at the Meeting and any adjournments
thereof.
Your attention is called to the accompanying Proxy Statement.
By Order of the Board of Directors,
/s/ Peter G. Collias
Peter G. Collias, Clerk/Secretary
Somerset, Massachusetts
March 10, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU MAY HOLD. PLEASE FILL IN, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES. IT IS IMPORTANT THAT
PROXIES BE MAILED PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY
PROXY GIVEN BY YOU AND VOTE YOUR SHARES IN PERSON.
SLADE'S FERRY BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
April 13, 1998
Accompanying this Proxy Statement is a Notice of the Annual Meeting of
Stockholders of Slade's Ferry Bancorp to be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
13, 1998 at 7:30 p.m. local time. Also enclosed is a form of proxy for the
Meeting and any adjournment hereof. This Proxy Statement and the enclosed
form are furnished in connection with the solicitation of proxies by the
Board of Directors of the Corporation and are first being sent to
stockholders on or about March 10, 1998. The enclosed proxy is for the use
of holders of the Corporation's common stock, $.01 par value per share (the
"common stock"), of record at the close of business on February 28, 1998.
Shares cannot be voted at the Meeting unless the owner of record is present
to vote or is represented by proxy.
The solicitation of proxies will be by mail except that further
solicitation may be made in writing, by person, or by telephone contact with
some stockholders after the original mailing. Such further solicitation will
be made by regular employees of the corporation who will not be additionally
compensated therefor. All the costs incurred in connection with the
solicitation of proxies will be paid by the Company.
Date, Time and Place of Annual Meeting
The Annual Meeting of Stockholders will be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
13, 1998 at 7:30 p.m. local time.
Purpose of the Annual Meeting
The purpose of the Meeting is: (1) the election of a Clerk/Secretary
of the Corporation, (2) the election of five Class Three Directors of the
Corporation to serve for a three-year term, and (3) to consider and act with
discretionary authority upon such other business, matters or proposals as
may properly come before the Meeting and any adjournments thereof.
Stockholders Entitled to Vote Outstanding Shares
The Board of Directors has fixed the close of business on February 28,
1998 as the record date (the "Record Date") for the determination of
stockholders entitled to receive notice of, and to vote at, the Meeting or
any adjournments thereof. Ordinarily, only holders of record of the
Corporation's common stock at the close of business on the Record Date will
be entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. However, the legal representative of a deceased stockholder is
entitled to vote the shares owned of record by such deceased stockholder.
At the close of business on the Record Date, there were 3,407,073.218
shares of the Corporation's common stock issued and outstanding. Each
stockholder is entitled to one vote for each share owned and a proportionate
vote for a fractional share. As of such date, there were approximately 1,401
holders of record of the Corporation's common stock.
PROPOSALS OF STOCKHOLDERS
Any proposals of stockholders intended to be presented at the next
annual meeting of stockholders must be received by the Corporation at its
principal executive offices not later than November 10, 1998 for inclusion
in the Corporation's proxy statement and form of proxy relating to that
meeting. Any stockholder submitting such a proposal must be the record or
beneficial owner of at least $1,000 in market value of Slade's Ferry stock,
have held such stock for at least one year and continue to own such stock
through the date on which the stockholders' meeting is held. A stockholder
may submit no more than one proposal and an accompanying statement of not
more than 500 words for inclusion in the Corporation's proxy materials. The
Corporation assumes no responsibility for such a proposal or the
accompanying statement and may include an opposition statement in the proxy
statement if it so chooses. The Corporation may omit proposals and any
supportive statement under certain circumstances set forth in SEC Rule 14a-
8.
VOTING PROCEDURE
If you sign, date and return the enclosed proxy in time for the
Meeting, your shares will be voted (unless you otherwise instruct) on all
matters that may properly come before it. The proxy contains spaces in which
you may insert instructions as to how your shares are to be voted with
regard to each of the proposals. Your shares will be voted in accordance
with your instructions. If no instructions are specified, your shares will
be voted FOR the election as Directors of the nominees named herein, and FOR
the election as Clerk/Secretary of the nominee named herein.
Your proxy may be revoked at any time before it is exercised. Any
stockholder attending the Meeting may vote in person even though he/she may
have previously filed a proxy. Your proxy may be revoked by written notice
to the Corporation prior to the Meeting or at the Meeting in person prior to
a vote.
The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of common stock of the Corporation is
necessary to constitute a quorum for the transaction of business at the
Meeting. A quorum being present, the affirmative vote of a majority of the
shares present and voting, in person or by proxy, is necessary to approve
the election of the class of Directors to be elected, and the election of a
Clerk/Secretary of the Corporation. Abstentions are treated as negative
votes for purposes of determining whether a majority vote has been received.
Broker nonvotes are not considered to be represented by proxy and are not
taken into account.
As of February 28, 1998, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 19.14% of the issued and
outstanding shares of the Corporation's common stock which may be voted at
the Meeting.
PROPOSAL ONE
ELECTION OF CLERK/SECRETARY
Under Massachusetts law, the Clerk of the Corporation is to be elected
by the stockholders at an annual meeting or special meeting duly called for
that purpose. At the Meeting, the stockholders of the Corporation are being
asked to elect Attorney Peter G. Collias, the nominee proposed by the Board
of Directors, as Clerk/Secretary of the Corporation to serve until the next
annual meeting of stockholders, or special meeting in lieu thereof, and
until his successor is elected and qualified.
Mr. Collias is the principal in the law office of Peter G. Collias and
has been Clerk/Secretary of the Corporation since its inception and of
Slade's Ferry Bank since 1973.
The Board of Directors of the Corporation recommends that the
stockholders vote FOR the election of Attorney Peter G. Collias as
Clerk/Secretary of the Corporation.
PROPOSAL TWO
ELECTION OF CLASS THREE DIRECTORS
The Bylaws of the Corporation provide that the Board of Directors must
consist of at least seven but not more than twenty-five members. All of the
Directors must own a certain minimum value of the Corporation's stock. The
Corporation's Directors are divided into three approximately equal classes
which serve staggered three-year terms such that only one class (approximately
one-third of the Directors) is elected each year.
At a Board of Directors meeting held on October 14, 1997, the Board
voted to enlarge the Board to seventeen directors and the following
individuals were elected to serve as directors of the Corporation and the Bank
and were assigned to the specific class of directors indicated: (i) Class One:
Lawrence J. Oliveira, (ii) Class Two: Melvyn A. Holland and Shaun O'Hearn Sr.,
(iii) Class Three: William Q. MacLean Jr. and David F. Westgate. Following the
resignations of Edward S. Machado and Bernard T. Shuman as directors, the
Board voted on February 9, 1998 to fix the number of directors at fifteen
(15).
At the Meeting, stockholders of the Corporation are being asked to elect
five Class Three Directors of the Corporation to serve until the 2001 annual
meeting of stockholders and until their successors are elected or qualified.
The names of the nominees for Class Three Directors and certain
information concerning them are set forth below. All of the nominees are
currently Directors of the Corporation and each has consented to serve if
elected. If any nominee shall become unavailable for any reason, the shares
represented by the enclosed Proxy will be voted in favor of such other person
as the Board of Directors of the Corporation may at the time recommend. The
table lists the name of each nominee, his age, period of service as a director
of the Corporation (and Slade's Ferry Bank), positions with the Corporation
(and Slade's Ferry Bank), principal occupation and other directorships held.
<TABLE>
<CAPTION>
Positions Director
With Bancorp of Bancorp
Name and Bank and Bank Since Occupation
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
James D. Carey Executive Vice President 5/09/88
457 Fairway Drive Bancorp
Somerset, MA 02726 President and CEO Bank
Age 55
William Q. MacLean Jr. Director 10/14/97 Vice President - Cornish
349 Dana Farm & Company, Inc. Insurance
Fairhaven, MA 02719 New Bedford, MA
Age 63
Francis A. Macomber Director 10/28/80 President/Treasurer
27 Cypress Road Director Lecomtes Dairy
Somerset, MA 02726 Somerset, MA
Age 68
Majed Mouded, MD Director 1/11/93 Physician
111 Pontiac Road Fall River, MA
Somerset, MA 02726
Age 56
David F. Westgate Director 10/14/97 President - Quequechan
47 Water Street Management Corporation
Mattapoisett, MA 02739 Fall River, MA
Age 57
</TABLE>
The Board of Directors of the Corporation recommends that the stockholders
vote FOR the election of the five nominees as Directors of the Corporation.
The other current members of the Board of Directors, together with their
class and the year in which their term expires, who are not up for re-election
at this meeting, are as follows:
<TABLE>
1999 - CLASS ONE
<S> <S> <S> <S> <S>
Donald T. Corrigan Lawrence J. Oliveira DDS Peter Paskowski Kenneth R. Rezendes Charles Veloza
95 Captains Way 20 Holly Lane 113 Cusick Lane Sammy's Lane 100 Plymouth Blvd
Somerset, MA 02726 Mattapoisett, MA 02739 Somerset, MA 02726 Assonet, MA 02702 Westport, MA 02790
2000 - CLASS TWO
Thomas B. Almy Peter G. Collias Melvyn A. Holland Shaun O'Hearn Sr. William J. Sullivan
958 Regan Road 254 French Street 16 Hidden Bay Drive 381 Cedar Avenue 308 New Boston Road
Somerset, MA 02726 Fall River, MA 02720 So Dartmouth, MA 02748 Swansea, MA 02777 Fall River, MA 02720
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
The Corporation, as the holding company for Slade's Ferry Bank, has the
same board of directors as the Bank and its executive officers are some of
the same executive officers employed by the Bank. The following table sets
forth certain information about the directors and executive officers of the
Corporation and the Bank.
<TABLE>
<CAPTION>
Bank and
Director Corporation
of Bank Term Position or Office with
Name Age Since Expires the Bank and the Corporation
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas B. Almy 63 1964 2000
James D. Carey 55 1988 1998 President and Chief Executive
Officer of the Bank; Executive
Vice President of the Corporation
Peter G. Collias 66 1973 2000 Secretary and Clerk of Bank
and the Corporation
Donald T. Corrigan 67 1959 1999 Retired; Chairman of the Board
of the Bank and of the Corporation
Melvyn A. Holland 60 10/14/97 2000
William Q. MacLean Jr. 63 10/14/97 1998
Francis A. Macomber 68 1980 1998
Majed Mouded, MD 56 1993 1998
Shaun O'Hearn Sr. 52 10/14/97 2000
Lawrence J. Oliveira, DDS 53 10/14/97 1999
Peter Paskowski 74 1971 1999 Retired; former President
and Executive Vice President
of Bank
Kenneth R. Rezendes 64 1978 1999 President and Chief Executive
Officer of the Corporation
William J. Sullivan 58 1985 2000
Charles Veloza 72 1979 1999
David F. Westgate 57 10/14/97 1998
Ralph S. Borges 62 ---- ---- Senior Vice President;
Treasurer of Bank;
Treasurer of the Corporation
Susan R. Hajder 50 ---- ---- Senior Vice President;
Operations Officer of Bank
Charlene J. Jarest 47 ---- ---- Vice President / Corporate
Services of the Bank
Carol A. Martin 52 ---- ---- Senior Vice President; Branch
Administration of the Bank
Manuel J. Tavares 50 ---- ---- Senior Vice President;
Senior Lending Officer of Bank
</TABLE>
The following is a description of the business experience during the
last 5 years of the Directors and Executive Officers:
Thomas B. Almy: Architect with I. T. Almy Associates of Somerset, Massachusetts
since 1963.
James D. Carey: President and Chief Operating Officer of the Bank since
07/01/88 and Chief Executive Officer of the Bank since 01/01/96; Treasurer
of the Corporation since its inception to March 12, 1996, and Executive Vice
President of the Corporation since March 12, 1996. Mr. Carey was Executive
Vice President of the Bank from 05/01/88 to 06/30/88 and Senior Vice
President and Chief Financial Officer of First Cheshire National Bank of
Keene, New Hampshire from 09/1986 to 05/1988.
Peter G. Collias: Attorney with law firm of Peter G. Collias since 1992;
attorney with law firm of McGuire, Collias and Horvitz, Inc. of Fall River,
Massachusetts since prior to 1987.
Donald T. Corrigan: Chairman of the Board of Directors of the Bank since 1984
and of the Corporation since March 12, 1996; Chief Executive Officer of the
Bank from 1969 to his retirement December 31, 1995; President of the
Corporation from its inception in 1989 until March 12, 1996, and President
of the Bank from 1969 to 1984. Retired Rear Admiral U.S. Navy Reserve;
Incorporator U.S.S. Massachusetts Memorial; Associate Charlton Memorial
Hospital; member of Board of Directors of St. Anne's Hospital of Fall River;
and Economic Development Committee of the Town of Somerset.
Melvyn A. Holland: Managing Partner at Rosenfield, Holland & Raymon PC,
Certified Public Accountants of New Bedford, Massachusetts, since prior to 1992.
William Q. MacLean Jr.: Vice President of Cornish & Company, Inc. Insurance
in New Bedford, Massachusetts since prior to 1992. President/Founder of MacLean
Consulting, Inc., a general business consulting company in Boston,
Massachusetts. Director of the National Bank of Fairhaven and Fairbank, Inc.
from 1984 to 1993.
Francis A. Macomber: President, Treasurer and a Director of LeComte's Dairy of
Somerset, Massachusetts since prior to 1987.
Majed Mouded, MD: Physician and endocrinologist, Chief of Medicine at St.
Anne's Hospital in Fall River, Massachusetts from 1995-1996, on active staff
since prior to 1991.
Shaun O'Hearn Sr.: President of Bolger & O'Hearn, Inc., a color and chemicals
company in Fall River, Massachusetts, since prior to 1992.
Lawrence J. Oliveira, DDS: Orthodontist from New Bedford and Mattapoisett,
Massachusetts since prior to 1992. Incorporator, Trustee and Director
respectively of the former New Bedford Institution for Savings from 1975 to
1993, serving as Director from 1983 to 1993.
Peter Paskowski: President of the Bank from 01/01/88 until his retirement on
06/30/88 and Executive Vice President of the Bank from 1984 to 1987.
Kenneth R. Rezendes: Chairman of K. R. Rezendes, Inc., a heavy construction
firm, since 1967. President of K. R. Rezendes, Inc. from 1965 to 1997. Also
President of K. R. Management Corp. President and Chief Executive Officer of
the Corporation since March 12, 1996.
William J. Sullivan: President and Director of Sullivan Funeral Homes, Inc. of
Fall River and Somerset, Massachusetts since 1962.
Charles Veloza: President and Director of Charlie's Oil Co., a heating and fuel
oil distribution business of Fall River, Massachusetts since 1962.
David F. Westgate: President of Quequechan Management Corp., a management
consulting firm in Fall River, Massachusetts since prior to 1992. Senior Vice
President/Senior Lending Officer of the former Bank of New England South from
1978 to 1990.
Ralph S. Borges: Senior Vice President since 1991, Treasurer of the Bank since
1987, and Treasurer of the Corporation since March 12, 1996. Employed by Bank
since 1969.
Susan R. Hajder: Senior Vice President of the Bank since 1990 and Operations
Officer of the Bank since 1986. Employed by Bank since 1973.
Charlene J. Jarest: Vice President/Corporate Services of the Bank since 1993.
Employed by the Bank since 1991.
Carol A. Martin: Senior Vice President of the Bank since 1996 and Branch
Administrator of the Bank since 1989. Employed by the Bank since 1963.
Manuel J. Tavares: Senior Vice President and Senior Loan Officer of the Bank
since 1989. Employed by Bank since 1987.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the information concerning beneficial
ownership of the Corporation's common stock by each director and nominee of the
Corporation and the Chief Executive Officer and by the executive officers and
directors as a group as of December 31, 1997. Beneficial ownership includes any
shares that the individual has the right to acquire within 60 days of February
28, 1998 through the exercise of an option.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ---------------------------------------------------------------------------------
<S> <C> <C>
Directors and Nominees:
Thomas B. Almy 53,508.824* (1) 1.64
958 Regan Road
Somerset, MA 02726
James D. Carey 22,496.109* (2) .69
457 Fairway Drive
Somerset, MA 02726
Peter G. Collias 13,044.119* (3) .40
254 French Street
Fall River, MA 02720
Donald T. Corrigan 52,615.155* (4) 1.61
95 Captain's Way
Somerset, MA 02726
Melvyn A. Holland 200.000 .01
16 Hidden Bay Drive
So. Dartmouth, MA 02748
Edward S. Machado (Honorary Director) 23,277.776* (5) .71
125 Perron Avenue
Somerset, MA 02726
William Q. MacLean Jr. 14,310.662 .44
349 Dana Farm
Fairhaven, MA 02719
Francis A. Macomber 111,077.403* (6) 3.41
27 Cypress Road
Somerset, MA 02726
Majed Mouded MD 54,722.000* (7) 1.68
111 Pontiac Road
Somerset, MA 02726
Shaun O'Hearn Sr. 3,388.047 (8) .10
381 Cedar Avenue
Swansea, MA 02777
Lawrence J. Oliveira, DDS 6,730.460 (9) .21
20 Holly Lane
Mattapoisett, MA 02739
Peter Paskowski 23,000.000*(10) .71
113 Cusick Lane
Somerset, MA 02726
Kenneth R. Rezendes 109,941.678*(11) 3.37
Sammy's Lane
Assonet, MA 02702
Bernard T. Shuman (Honorary Director) 2,219.120* .07
911 Langley Street
Fall River, MA 02720
William J. Sullivan 30,158.478*(12) .92
308 New Boston Road
Fall River, MA 02720
Charles Veloza 101,668.000* 3.12
100 Plymouth Blvd.
Westport, MA 02790
David F. Westgate 147.456 .00
47 Water Street
Mattapoisett, MA 02739
NOTES:
<F1> Includes 45,301.975 shares held jointly with Mr. Almy's wife.
<F2> Includes 6,201.525 shares held jointly with Mr. Carey's wife, 6,313.196
shares held jointly with children, 2,203.069 shares held jointly with
another, 2,408.234 shares as custodian for other family members, and 904.279
shares as custodian for others.
<F3> Includes 5,988.870 shares held jointly with Mr. Collias' wife.
<F4> Includes 472 shares held with another family member, 2,979.219 shares held
as custodian for other family members, and 12,054.936 shares held as
cotrustee in trust for other family members, 1000 shares held by PaineWebber
as custodian, 2,000 shares held in IRA with A. G. Edwards as custodian, and
1,528 shares held through brokers.
<F5> Includes 19,939 shares held jointly with Mr. Machado's wife, 857.776 shares
held by wife as custodian for other family members, and 100 shares held by
wife jointly with child.
<F6> Includes 4,484.841 shares held by a pension trust of LeComte's Dairy,
63,292.388 shares held by Mr. Macomber's wife, 2,568.554 shares held as
custodian for other family members, and 10,754 shares held through broker.
<F7> Includes 46,499 shares held jointly with Dr. Mouded's wife, and 5,000 shares
held by wife jointly with child.
<F8> Includes 252.674 shares held jointly with Mr. O'Hearn's wife, and 3,035.072
shares held by a pension plan of Bolger & O'Hearn.
<F9> Includes 6,554.918 shares held by a pension plan of Lawrence J. Oliveira DDS
P.C.
<F10> Includes 15,000 shares held jointly with Mr. Paskowski's wife.
<F11> Includes 42,904.786 shares held in IRA with F & Co as custodian, and
19,014.649 shares held by deceased wife in IRA with F & Co. as custodian.
<F12> Includes 14,462.914 shares held jointly with Mr. Sullivan's wife and 467.161
shares held jointly with children.
<F*> Includes option for 2,000 shares exercisable within 60 days awarded under
the Stock Option Plan.
</TABLE>
Executive Officers:
<TABLE>
<S> <C> <C>
James D. Carey See Above See Above
Donald T. Corrigan See Above See Above
Kenneth R. Rezendes See Above See Above
All Executive Officers and 622,505.287 shs 19.09%
Directors as a Group
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The directors and executive officers of the Corporation became subject to
the reporting requirements of Section 16 of the Securities Exchange Act of 1934
as a result of the required registration of the Corporation's Common Stock
under that Act. Regulations under the Act require that each director and
executive officer file initial reports of beneficial holdings of the
Corporation's securities, periodic reports of any changes in beneficial
holdings and annual reports except where all required transactions have
previously been reported. All of the required reports have been filed with
the SEC. There was one late filing regarding one transaction for Mr.
Oliveira, and a late filing regarding one transaction for Mr. Rezendes.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
A regular Board of Directors meeting is held each month and, when
necessary, special directors meetings are held. During 1997, the Board of
Directors held twelve monthly meetings and one special meeting for a total of
thirteen meetings. In addition to membership on the board, members may also
serve on one or more Standing Committees or subcommittees. The Standing
Committees of the Company consist of the Executive Committee, Audit Committee,
and Compensation Committee.
The Executive Committee met twenty five times, and generally acts on most
matters between meetings of the regular board. Its members are Donald T.
Corrigan, Chairman; Thomas B. Almy, James D. Carey, Peter Paskowski, Kenneth R.
Rezendes, William Q. MacLean Jr., Francis Macomber and William J. Sullivan. In
the event of extended absences occurring on the Executive Committee, other
director(s) serve as temporary replacement(s).
The Audit Committee is responsible for matters relating to accounting
policies, financial reporting, and internal control. It recommends the
selection of independent auditors, reviews the audit plan and results of the
independent audit, and reviews the audit function practices and findings of the
internal audit department. The Audit Committee held four meetings during the
past year. Its members are Peter G. Collias, Chairman; Melvyn A. Holland,
Francis A. Macomber, Peter Paskowski and Charles Veloza.
The Compensation Committee reviews the compensation and benefits of the
executives and officers of the Corporation and the Bank, as well as industry
trends in this area. The Committee met five times in 1997. Its members are
Kenneth R. Rezendes, Chairman; James D. Carey, Donald T. Corrigan, Francis A.
Macomber, William J. Sullivan and David F. Westgate. In addition, the members
of the Compensation Committee, exclusive of Mr. Carey, also serve on the Stock
Option Plan Committee.
The subcommittees consist of the Community Reinvestment Act (CRA)
Committee, Budget Committee, Building Committee, and the Insurance Committee.
The Corporation does not have a Nominating Committee.
The overall attendance at the regular meetings and special meetings was
91%. There were no directors whose attendance was less than 75% of the total
number of meetings of the Board of Directors and any committee of which each
is a member.
COMPENSATION OF DIRECTORS
Directors are paid $200.00 for each Board of Directors meeting attended.
In addition, directors are paid $200.00 for each standing committee meeting
attended, plus an annual fee of $200.00 for serving on the committee; except
for the chairman of such committee who is paid $400.00 for chairing the
committee. Salaried directors or employees of the Corporation or the Bank do
not receive any fees for attendance at Board or Committee meetings. The
practice of paying directors fees to salaried directors or employees was
discontinued January 1, 1996.
Each non-employee director receives an automatic grant each year of an
option for 2,000 shares of the Company's common stock under the Automatic Grant
Program of the Company's 1996 Stock Option Plan, (the "Plan"). Options granted
under the Automatic Grant Program are subject to the terms and conditions of
the Plan and are exercisable immediately at a price per share equal to the
market price on the date of grant. Any purchased shares are subject to
repurchase by the Company at the exercise price upon the grantee's cessation of
board service prior to vesting. The shares vest in three equal annual
installments, commencing one year from the date of grant.
EXECUTIVE COMPENSATION
The following table sets forth the dollar value of all compensation paid
during the last three fiscal years to the Corporation's and the Bank's highest
paid executive officers including the Chief Executive Officer, whose
compensation exceeded $100,000:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
----------------------------- ----------------------------
Directors Restricted Securities All Other
Salary Bonus Fees Stock Awards Underlying Compensation
Year $ $ $ $ Options/Shs $
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James D. Carey 1997 160,010 4,353 -0- -0- 2,000 13,525(1)
President/CEO-Bank 1996 160,010 15,000 -0- -0- -0- 12,689(1)
Exec. Vice President - Bancorp 1995 146,754 8,550 10,840 -0- -0- 11,179(1)
Donald T. Corrigan 1997 -0- -0- 14,085 -0- 2,000 58,746(2)
Chairman of the Board-Bank; 1996 -0- -0- 10,450 -0- -0- 57,018(2)
Chairman of the Board-Bancorp 1995 117,832 7,950 10,890 -0- -0- 54,024(2)
Kenneth R. Rezendes 1997 -0- -0- 11,685 -0- 2,000 -0-
President/CEO-Bancorp 1996 -0- -0- 10,400 -0- -0- -0-
1995 -0- -0- 9,415 -0- -0- -0-
<F1> Includes $11,290, $10,454, and $9,307 accrued in 1997, 1996, and 1995
respectively in connection with the Supplemental Retirement Agreement
(SERP) entered into with Mr. Carey in 1995, which provides for the
payment to Mr. Carey upon his retirement of $2,500 per month for 120
months, and insurance premiums for group life insurance of $2,235,
$2,235 and $1,872 for 1997, 1996, and 1995 respectively.
<F2> Includes $53,137, $51,052, and $47,271 accrued in 1997, 1996, and 1995
respectively in connection with the Supplemental Retirement Agreement
(SERP) entered into with Mr. Corrigan in 1994, which provides for the
payment to Mr. Corrigan of $2,148 per month for 120 months and
insurance premiums for group life insurance of $5,609, $5,966, and
$6,753 for 1997, 1996, and 1995 respectively.
</TABLE>
Stock Options Granted in 1997
The following table illustrates certain information for the Executive
Officers named regarding stock option grants made in 1997 under the
Company's 1996 Stock Option Plan (the "Plan"). No stock appreciation rights
("SAR's") were granted in 1997 and none are outstanding.
Individual Grants
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration
Name Options Granted 1997 Per Share ($/sh) Date
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James D Carey 2,000(1) 22.22%(1) $9.34375 4/14/02
Donald T Corrigan 2,000(2) 9.09%(2) $9.34375 4/14/02
Kenneth R Rezendes 2,000(2) 9.09%(2) $9.34375 4/14/02
<F1> Options granted to Mr. Carey are incentive stock options awarded under
and subject to the terms and conditions of the Discretionary Grant
Program of the Plan administered by the Stock Option Plan Committee of
the Board of Directors. These options are exercisable immediately at a
price per share equal to the market price on the date of grant. Stock
that has been purchased by exercise of an option granted under the
Discretionary Option Program cannot be sold, exchanged or disposed of
by gift for at least two years from the date the option was granted
and one year from the date the option was exercised and the stock was
transferred to the grantee.
<F2> Options granted to Directors Corrigan and Rezendes are awarded under
and are subject to the terms and conditions of the Automatic Grant
Program of the Plan which provides that an option for 2,000 shares be
granted each plan year to each eligible nonemployee Director of the
Corporation. These options are exercisable immediately at a price per
share equal to the market price on the date of grant. Any purchased
shares are subject to repurchase by the Company at the exercise price
upon the grantee's cessation of Board service prior to the vesting of
shares. The shares vest in three equal annual installments, commencing
one year after the date of grant.
</TABLE>
The following table presents certain information for the named
Executive Officers relating to the exercise of stock options during 1997
and, in addition, information relating to the value of unexercised stock
options.
Aggregated Option Exercises in the Last Fiscal Year
And Fiscal Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-The-Money Options
at 12/31/97 at 12/31/97(1)
Shares Acquired Value ----------------------------- -----------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James D Carey -0- -0- 2,000 -0- $14,062.50 -0-
Donald T Corrigan -0- -0- 2,000 -0- $14,062.50 -0-
Kenneth R Rezendes -0- -0- 2,000 -0- $14,062.50 -0-
<F1> The value of unexercised In-The-Money Options is expressed as the
excess of the market value of the common stock at December 31, 1997 at
$16.375 per share over the exercise price of each option.
</TABLE>
HONORARY DIRECTORS
In addition to the Board of Directors, the Corporation also has
Honorary Directors. To serve as an Honorary Director, a person must be a
former director. Currently, there are two individuals serving as Honorary
Directors. The following table sets forth certain information about each
Honorary Director.
<TABLE>
<CAPTION>
Period Served Honorary
as Regular Director
Name Age Director as of
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward S. Machado 76 1968-Nov 1997* Nov 1997 Retired - former
President of Bank
Bernard T. Shuman 77 1959-Nov 1997* Nov 1997 Past President - Treasurer
Priscilla Dress Corp.
<F*> Messrs. Machado and Shuman voluntarily resigned as Directors in November
1997 and were appointed Honorary Directors by the Board of Directors.
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation have selected Shatswell,
MacLeod and Company to continue as their independent certified public
accountants for 1998. Shatswell, MacLeod and Company is expected to have a
representative available at the annual stockholders meeting, who will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the Corporation's and Bank's directors, executive officers,
and members of their families are at present, as in the past, customers of
the Bank and have transactions with the Bank in the ordinary course of
business. In addition, certain of the directors are at present, as in the
past, also directors, officers, or stockholders of corporations, trustees of
trusts, or members of partnerships which are customers of the Bank, and
which have transactions with the Bank in the ordinary course of business.
Such transactions with the directors, executive officers, members of their
families and with such corporations, trusts, and partnerships were on
substantially the same terms, including rates and collateral, as those
prevailing at the time for comparable transactions with other persons and
did not involve more than normal risk of collectibility, or present other
features unfavorable to the Bank.
During the fiscal year ended December 31, 1997 and in prior years, the
Corporation and/or the Bank retained the legal services of Peter G. Collias,
a director and Clerk/Secretary of the Bank and Bancorp; and the legal
services of Thomas H. Tucker of McGowan, Engel, Tucker, Garrett & Schultz,
who is the son-in-law of Donald T. Corrigan, a Director and Chairman of the
Board. The Bank also utilized in 1997 the services of Director Thomas B.
Almy of I. T. Almy Associates for architectural services. Various goods and
materials were also purchased from Charlie's Oil Company, of which Director
Charles Veloza is President, and from LeComte's Dairy, of which Director
Francis A. Macomber is President.
ADDITIONAL MATTERS
The Annual Report of the Corporation for the fiscal year ended
December 31, 1997, including financial statements, is enclosed herewith.
As of the date of this Proxy Statement, management knows of no matters
that will be presented for determination at the Annual Meeting other than
those referred to herein. If any other matters properly come before the
Annual Meeting calling for a vote of stockholders, it is intended that the
shares represented by the proxies solicited by the Board of Directors will
be voted by the persons named therein in accordance with their best
judgements.
By Order of the Board of Directors,
/s/ Peter G. Collias
Peter G. Collias
Dated: February 28, 1998 Clerk/Secretary
SLADE'S FERRY BANCORP Proxy Solicited on Behalf of the
Board of Directors
SOMERSET, MASSACHUSETTS Annual Stockholders Meeting
April 13, 1998
- ---------------------------------------------------------------------------
The undersigned hereby appoints Donald T. Corrigan, Kenneth R. Rezendes, and
William J. Sullivan or any one of them as my/our true and lawful attorney,
with full power of substitution, for me/us and in my/our name to vote, as
designated below, all the shares of common stock of Slade's Ferry Bancorp
held of record by the undersigned on February 28, 1998, at the Annual
Meeting of the stockholders of said company to be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts on Monday, April
13, 1998 at 7:30 p.m. or at any adjournment thereof, with all powers I/we
should possess if personally present, hereby revoking all previous proxies.
For Against
[ ] [ ] (1) To elect Peter G. Collias as Clerk/Secretary for a term
of one year.
[ ] [ ] (2) To elect James D. Carey, William Q. MacLean Jr.,
Francis A. Macomber, Majed Mouded, MD, and David F.
Westgate as Class Three Directors for a term of three
years. (Authority to vote for the election of a
specifically named individual may be withheld by
crossing out the name of such individual.)
(3) In their discretion, the proxies are authorized to consider and act upon
such other business matters or proposals as may properly come before the
meeting.
- ---------------------------------------------------------------------------
The shares represented by the proxy will be voted as directed by the
undersigned. It is the intention of proxies to vote "FOR" the proposals set
forth under Items 1 and 2 if no contrary instruction is indicated.
- ---------------------------------------------------------------------------
---------------------- ---------------
Signature Date
---------------------- ---------------
Signature Date
In signing, please write name(s) exactly
as appearing in the imprint on this proxy.
If signing as Executor, or in any other
representative capacity, or as an officer
of a corporation, please indicate your
full title as such.
Please date, sign and return this proxy in the enclosed envelope promptly.
MAILING INSTRUCTIONS - Fold the form along lines as indicated and insert in
the envelope provided.
