SCHEDULE 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 [ ]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
SLADE'S FERRY BANCORP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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Slade's Ferry Bancorp
Notice Of
Annual Meeting of Stockholders
And
Proxy Statement
Date:
Monday, April 12, 1999
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, 1999
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 12, 1999
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, (2) the election of five Class One Directors of the
Corporation to serve for a three-year term, and (3) approval of amendments
to the 1996 Stock Option Plan.
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, FOR the election of Donald T.
Corrigan, Lawrence J. Oliveira DDS, Peter Paskowski, Kenneth R. Rezendes,
and Charles Veloza as Class One Directors for a term of three years, and
FOR the approval of amendments to the 1996 Stock Option Plan.
Your Board of Directors has fixed the close of business on February
26, 1999 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,
Donald T. Corrigan
Chairman of the Board
SLADE'S FERRY BANCORP, 100 Slade's Ferry Avenue, Somerset, Massachusetts 02726
TEL (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 1999 Annual Meeting of Stockholders
of Slade's Ferry Bancorp will be held at the Venus de Milo Restaurant, 75
Grand Army Highway, Swansea, Massachusetts, on Monday, April 12, 1999 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 One Directors, each to hold office until the
2002 Annual Meeting of the 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 approve amendments to the 1996 Stock Option Plan.
4. 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
26, 1999 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,
Peter G. Collias, Clerk/Secretary
Somerset, Massachusetts
March 10, 1999
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 12, 1999
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
12, 1999 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, 1999. 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 26, 1999.
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
Corporation.
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
12, 1999 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 One Directors of the
Corporation to serve for a three-year term, (3) to approve the amendments
to the 1996 Stock Option Plan, and 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
26, 1999 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. 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 3,502,636.944
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 1,412 stockholders 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 12, 1999 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 the Corporation's
common 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, FOR the election as Clerk/Secretary of the nominee named herein,
and FOR the approval of the proposed amendments to the 1996 Stock Option
Plan.
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, the election of a
Clerk/Secretary of the Corporation and the adoption of the amendments to
the 1996 Stock Option Plan. 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 26, 1999, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 698,293.767 (19.94%) 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 ONE 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 the Meeting, stockholders of the Corporation are being asked to
elect five Class One Directors of the Corporation to serve until the year
2002 Annual Meeting of Stockholders and until their successors are elected
or qualified.
The names of the nominees for Class One 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>
Donald T. Corrigan Chairman of the Board 01/22/59 Retired; Chairman of the
95 Captains Way of the Bank and the Board of the Bank and the
Somerset, MA 02726 Corporation Corporation
Age 68
Lawrence J. Oliveira, DDS Director 10/14/97 Orthodontist
20 Holly Lane
Mattapoisett, MA 02739
Age 54
Peter Paskowski Director 02/08/71 Retired;
113 Cusick Lane Former President of Bank
Somerset, MA 02726
Age 75
Kenneth R. Rezendes President and Chief 02/13/78 President and Chief
Sammy's Lane Executive Officer of Executive Officer of the
Assonet, MA 02702 the Corporation Corporation; President, K.R.
Age 65 Rezendes, Inc.
Charles Veloza Director 09/10/79 Retired; Former President
100 Plymouth Blvd Charlie's Oil Co.
Westport, MA 02790
Age 73
</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:
2000 - CLASS TWO
<TABLE>
<S> <C> <C> <C> <C>
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>
2001 - CLASS THREE
<TABLE>
<S> <C> <C> <C>
James D. Carey William Q. MacLean Jr. Francis A. Macomber Majed Mouded, MD David F. Westgate
457 Fairway Drive 349 Dana Farm 27 Cypress Road 111 Pontiac Road 47 Water Street
Somerset, MA 02726 Fairhaven, MA 02719 Somerset, MA 02726 Somerset, MA 02726 Mattapoisett, MA 02739
</TABLE>
PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE 1996 STOCK OPTION PLAN
In March 1996, the Board of Directors submitted to the stockholders
of Slade's Ferry Bancorp, the 1996 Stock Option Plan ("the Plan"). The
purpose of the Plan is to encourage ownership of the Corporation's Common
Stock by regular employees and non-employee directors, and to provide
additional incentive for them to promote the success of the business.
Under the Automatic Grant Program of the Stock Option Plan, an option
of 2,000 shares of Common Stock is granted each plan year on the day after
the Annual Shareholders Meeting, or any special meeting in lieu thereof, to
each eligible non-employee director of the Corporation or its subsidiaries
("the Grantee").
Under the Plan as currently written, eligibility for participation
under the Automatic Grant Program is limited to non-employee directors of
the Corporation or its subsidiaries who have completed three (3) full years
of service as directors as of the date of issuance of the Option. However,
upon the appointment or election of a non-employee director to the Board of
Directors, the individual contributes immediate benefit to the Corporation
with his or her business expertise in providing counsel and advice to the
Corporation, in addition to the business that he or she may direct to the
Bank. Therefore, in order to provide additional incentive for new
directors to promote the success of the business, the Board of Directors
proposes to eliminate the three (3) year waiting period prior to issuance
of stock options to new directors.
In addition, under the Automatic Grant Program of the Plan as
currently written, shares subject to each option grant vest in the Grantee
in three equal annual installments over the Grantee's period of Board
service and the invested shares are subject to repurchase by the
Corporation at the exercise price in the event of the Grantee's cessation
of Board service. As the provisions on vesting and repurchase under the
Automatic Grant Program do not, in the Board's opinion, serve any necessary
purpose and may be inconsistent with the Plan's general purposes, it is
proposed to eliminate these provisions.
Finally, under the Plan as currently written, options issued to non-
employee directors under the Automatic Grant Program remain exercisable for
only a six-month period following cessation of Board service for any reason
other than death or disability, including retirement. Since options are
issued every year under the program with a maximum term of five years for
exercise, it can be a hardship (and a possible disincentive for retirement)
for a retiring director to have to exercise an option within six months or
lose it. Therefore, it is proposed to eliminate the provision requiring
retiring directors to exercise outstanding options within six months or
lose them. The effect of eliminating the provision would be to allow
retiring directors to exercise their options in accordance with the terms
of the grant.
The provisions of the Stock Option Plan which are proposed to be
amended and the proposed amendments are set forth below: (additions are
Capitalized, deletions are bracketed).
"5. Automatic Grant Program.
(a) An option for 2,000 shares of Common Stock shall be granted each
Plan Year on the day after the Annual Shareholders' Meeting, or
any Special Meeting in lieu thereof, to each eligible non-
employee director of the Company or its subsidiaries (the
"Grantee"). All grants under this program will be non-statutory
options which are not intended to satisfy the requirements of
Section 422 of the Internal Revenue Code.
(b) Eligibility for participation under this program is limited to
non-employee directors of the Company or its subsidiaries [who
have completed three (3) full years of service as directors as
of the date of issuance of the option.] Any employee director of
the Company or its subsidiaries who ceases to be an employee but
remains a director shall be eligible under this program,
provided he otherwise qualifies, in the first Plan year
commencing after the termination date of his employment with the
Company or its subsidiaries.
In no event shall an Option be granted to a person who,
immediately after such Option is granted, owns (as defined in
Sections 422 and 424 of the Internal Revenue Code of 1986)
shares possessing more than 10 percent of the total combined
voting power or value of all classes of shares of the
Corporation or of its parent or any subsidiary corporation.
(c) Each option granted under the Automatic Grant Program will be
subject to the following terms and conditions:
(i) The exercise price per share will be equal to 100% of the
fair market value per share of Common Stock on the
automatic grant date.
(ii) Each option will have a maximum term of five (5) years
measured from the grant date.
(iii) Each option will be immediately exercisable for all the
option shares [but any purchased shares will be subject to
repurchase by the Company, at the exercise price paid per
share, upon the Grantee's cessation of Board service prior
to vesting in such shares].
[(iv) The shares subject to each 2,000 share grant will vest
(and the Company's repurchase rights will lapse) in three
equal annual installments over the Grantee's period of
Board service, with the first such installment to vest
upon the completion of one (1) year of Board service
measured from the automatic grant date.]
(IV) The option will remain exercisable for a six-month period
following the Grantee's cessation of Board service for any
reason other than death, permanent disability, or
RETIREMENT. Should the Grantee die within such six-month
period, then each such option will remain exercisable for
a twelve-month period following such Grantee's death and
may be exercised by the personal representative of the
Grantee's estate or the person to whom the option is
transferred by the Grantee's will or the laws of
inheritance. In no event, however, may the option be
exercised after the expiration date of the option term.
[During the applicable exercise period, the option may not
be exercised for more than the number of shares (if any)
in which the Grantee is vested at the time of cessation of
Board service.]
(v) Should the Grantee die or become permanently disabled
while serving as a Board member, then the shares of Common
Stock subject to each automatic option grant held by that
individual Grantee [will immediately vest in full, and
those vested shares] may be purchased at any time within
the twelve-month period following the date of the
Grantee's cessation of Board service.
[(vi) The shares subject to each automatic option grant will
immediately vest upon a corporate transaction or a hostile
takeover of the Company effected through a tender offer
for more than 50% of the Company's outstanding voting
stock or one or more contested elections for Board
membership.]
(vi[i]) Upon the successful completion of a hostile tender offer
for securities possessing more than 50% of the Company's
outstanding voting stock, each automatic option grant
which has been outstanding for at least six months may be
surrendered to the Company for a cash distribution per
surrendered option share in an amount equal to the excess
of (i) the highest price per share of Common Stock paid in
such hostile tender offer over (ii) the exercise price
payable for such share.
The remaining terms and conditions of the option will in general
conform to the general terms and conditions set forth in Paragraph 8 and
will be incorporated into the option agreement evidencing the automatic
grant."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
APPROVAL OF PROPOSAL THREE.
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 64 1964 2000
James D. Carey 56 1988 2001 President and Chief Executive Officer of
Bank; Executive Vice President of
Corporation
Peter G. Collias 67 1973 2000 Secretary and Clerk of Bank and of
Corporation
Donald T. Corrigan 68 1959 1999 Retired; Chairman of the Board of the
Bank and of the Corporation
Melvyn A. Holland 61 1997 2000
William Q. MacLean Jr. 64 1997 2001
Francis A. Macomber 69 1980 2001
Majed Mouded, MD 57 1993 2001
Shaun O'Hearn Sr. 53 1997 2000
Lawrence J. Oliveira, DDS 54 1997 1999
Peter Paskowski 75 1971 1999 Retired; former President and Executive
Vice President of Bank
Kenneth R. Rezendes 65 1978 1999 President and Chief Executive Officer
of the Corporation
William J. Sullivan 59 1985 2000
Charles Veloza 73 1979 1999
David F. Westgate 58 1997 2001
Ralph S. Borges 63 -- -- Executive Vice President and
Treasurer of Bank;
Treasurer of the Corporation
Susan R. Hajder 51 -- -- Senior Vice President and Operations
Officer of Bank
Charlene J. Jarest 48 -- -- Vice President/Corporate
Services of the Bank
Carol A. Martin 53 -- -- Senior Vice President/Branch
Administrator of the Bank
Manuel J. Tavares 51 -- -- Senior Vice President and Senior
Lending Officer of the 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
July 1, 1988, and Chief Executive Officer of the Bank since January 1,
1996, Treasurer of the Corporation from 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 May 1, 1988 to June 30,
1988 and Senior Vice President and Chief Financial Officer of First
Cheshire National Bank of Keene, New Hampshire from September, 1986 to May,
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 1992.
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
1993.
William Q. MacLean Jr: Vice President of Cornish & Company, Inc. Insurance
in New Bedford, Massachusetts since prior to 1993. President/Founder of
MacLean Consulting, Inc., a general business consulting company in Boston,
Massachusetts. Director of the former 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 1993.
Majed Mouded: Physician and endocrinologist, Chief of Medicine at St.
Anne's Hospital in Fall River, Massachusetts from 1995-1996, on active
staff since prior to 1993.
Shaun O'Hearn Sr.: President of Bolger & O'Hearn, Inc., a color and
chemicals company in Fall River, Massachusetts, since prior to 1993.
Lawrence J. Oliveira, DDS: Orthodontist from New Bedford and Mattapoisett,
Massachusetts since prior to 1993. 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 January 1, 1988 until his
retirement on June 30, 1988 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. 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 1993. Senior
Vice President/Senior Lending Officer of the former Bank of New England
South from 1978 to 1990.
Ralph S. Borges: Executive Vice President of the Bank since December 15,
1998, Treasurer of the Bank since 1987, Senior Vice President of the Bank
from 1991 to December 15, 1998, 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 Lending Officer of the
Bank since 1989. Employed by Bank since 1987.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning beneficial ownership
of the Corporation's common stock by each Director, Honorary Director and
nominee of the Corporation, by certain executive officers and by the
executive officers and directors as a group as of December 31, 1998.
Beneficial ownership includes any shares that the individual has the right
to acquire within 60 days of February 28, 1999 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 58,925.786* (1) 1.69
958 Regan Road
Somerset, MA 02726
James D. Carey 24,240.137* (2) .70
457 Fairway Drive
Somerset, MA 02726
Peter G. Collias 15,897.454* (3) .46
254 French Street
Fall River, MA 02720
Donald T. Corrigan 57,913.856* (4) 1.66
95 Captain's Way
Somerset, MA 02726
Melvyn A. Holland 210.000 .01
16 Hidden Bay Drive
So. Dartmouth, MA 02748
Edward S. Machado (Honorary Director) 26,454.438* (5) .76
125 Perron Avenue
Somerset, MA 02726
William Q. MacLean Jr. 16,492.224 .47
349 Dana Farm
Fairhaven, MA 02719
Francis A. Macomber 131,315.194* (6) 3.77
27 Cypress Road
Somerset, MA 02726
Majed Mouded MD 59,457.000* (7) 1.71
111 Pontiac Road
Somerset, MA 02726
Shaun O'Hearn Sr. 3,618.506 (8) .10
381 Cedar Avenue
Swansea, MA 02777
Lawrence J. Oliveira, DDS 7,188.533 (9) .21
20 Holly Lane
Mattapoisett, MA 02739
Peter Paskowski 26,150.000* (10) .75
113 Cusick Lane
Somerset, MA 02726
Kenneth R. Rezendes 119,429.687* (11) 3.43
Sammy's Lane
Assonet, MA 02702
Bernard T. Shuman (Honorary Director) 2,238.763* .06
911 Langley Street
Fall River, MA 02720
William J. Sullivan 34,818.291* (12) 1.00
308 New Boston Road
Fall River, MA 02720
Charles Veloza 108,751.000* 3.12
100 Plymouth Blvd.
Westport, MA 02790
David F. Westgate 451.900 .01
47 Water Street
Mattapoisett, MA 02739
NOTES:
<F1> Includes 48,195.343 shares held jointly with Mr. Almy's wife.
<F2> Includes 7,051.210 shares held jointly with Mr. Carey's wife,
5,287.712 shares held jointly with children, 1,625.028 shares held
jointly with another, 2,571.910 shares as custodian for other family
members, and 965.677 shares as custodian for others.
<F3> Includes 6,397.508 shares held jointly with Mr. Collias' wife.
<F4> Includes 495 shares held with another family member, 3,181.244
shares held as custodian for other family members, and 12,877.612
shares held as cotrustee in trust for other family members, 2,000
shares held in IRA with A. G. Edwards as custodian, and 3,150 shares
held through brokers.
<F5> Includes 20,935 shares held jointly with Mr. Machado's wife, 105
shares held by wife jointly with family member, and 914.438 shares
held by wife as custodian for other family members.
<F6> Includes 4,790.186 shares held by a pension trust of LeComte's
Dairy, 67,614.556 shares held by Mr. Macomber's wife, 2,749.027
shares held as custodian for other family members, and 10,754 shares
held through broker.
<F7> Includes 48,823 shares held jointly with Dr. Mouded's wife, and
5,250 shares held by wife jointly with child.
<F8> Includes 269.249 shares held jointly with Mr. O'Hearn's wife, and
3,242.128 shares held by a pension plan of Bolger & O'Hearn.
<F9> Includes 7,001.818 shares held by a pension plan of Lawrence J.
Oliveira DDS P.C.
<F10> Includes 15,750 shares held jointly with Mr. Paskowski's wife.
<F11> Includes 66,146.678 shares held in IRA with F & Co as custodian.
<F12> Includes 16,089.309 shares held jointly with Mr. Sullivan's wife and
497.613 shares held jointly with children.
<F*> Includes outstanding options exercisable within 60 days awarded
under the Stock Option Plan.
</TABLE>
Executive Officers:
<TABLE>
<S> <C> <C>
James D. Carey See Above See Above
Kenneth R. Rezendes See Above See Above
Manuel J. Tavares 5,443.725* (1) .16
<F1> Includes 1,898.330 shares held jointly with spouse, 455.259 shares
held jointly with family members, and 15.136 shares held as
custodian for family members.
<F*> Includes outstanding options exercisable within 60 days awarded
under Incentive the Stock Option Plan.
</TABLE>
<TABLE>
<S> <C> <C>
All Executive Officers and 698,996.494 * shs 20.06%
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. McLean.
1998 MEETINGS AND STANDARD FEE ARRANGEMENTS 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 1998, the Board of
Directors held twelve monthly 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-seven 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 and sets
salaries and bonuses subject to the approval of the Board of Directors.
The Compensation Committee held four meetings during the past year.
Committee members are Kenneth R. Rezendes, Chairman; James D. Carey, Donald
T. Corrigan, Francis A. Macomber, William J. Sullivan and David F.
Westgate. Mr. Carey is excluded from any discussions or decisions
regarding Mr. Carey's compensation. 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, Stock Option Committee,
Marketing Committee, Insurance Committee and the Investment Committee. The
Corporation does not have a Nominating Committee.
The overall attendance at the regular meetings and special meetings
was 93%. There were no directors whose attendance was less than 83% of the
total number of meetings of the Board of Directors and any committee of
which each is a member.
FEE ARRANGEMENTS
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.
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.
Through the purchase of $1.6 Million of directors paid-up life
insurance policies, each insurable member of the Board of Directors is
provided with a life insurance death benefit of $100,000 providing the
member has served 10 years or more on the board, and $50,000 to members
that have less than 10 years of service. The policy also provides a
retirement benefit to members of the Board for each year following the
director's retirement.
In addition, the Company, through its participation in the Employee
Group Term Life Insurance program, provides a death benefit of $50,000 life
insurance to each non-employee director up to age 65, then decreasing each
year thereafter to a base of $10,000 at age 75.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
A structured compensation system is in place at the Bank. Each
position has been scored using a point factor analysis system. Jobs with
similar point totals, indicating similar levels of responsibility and
authority, have been grouped together. Salary ranges have been assigned to
these job groupings. Officers' evaluations are based upon performance to
established standards, the standards having been written into each
evaluation category. This measurement to standards then dictates the level
of merit increase proposed for each officer within guidelines set by the
Compensation Committee.
The adequacy of the salary ranges and each officer's current
compensation level is tested annually through the use of competitive market
data. The Bank currently uses a Banking Compensation Report, produced by
an independent consulting company. There are 127 participants in the
entire survey. The Bank's current peer group are those institutions with
assets of $250 Million to $399.9 Million. The Bank's data is included in
this survey, along with twenty-three other institutions.
An array of each officer's position and comparative market data is
prepared for the Compensation Committee's review. This information is
analyzed by the committee whereby each officer's performance and merit
increase recommendations are presented.
The Compensation Committee reviews the performance of the President
in his absence. This review is qualitative in nature and takes into
consideration such factors as overall performance of the Bank, improvement
in shareholder value, preservation and constant enhancement of the
corporate image, including the Bank's leadership and involvement in the
community, efficient use of financial and human resources, and the overall
financial performance of the Bank. The Chief Executive Officer's salary is
tested against the market data noted above.
Bonuses are predicated on the achievement of the current year's
budgeted earnings as established independently by the Budget Committee.
The bonus is applied if the target earnings level is obtained and adjusted
incrementally if the earnings falls below target. The target excludes
extraordinary income and expense items and gains or losses recognized on
sale of securities.
The committee also awards stock options to officers as provided for
by the Stock Option Plan under the Discretionary Grant Program. In making
any determinations as to persons to whom options are granted to and the
number of stock options granted, the committee takes into account the
duties of the respective individual, their contribution to the success of
the Company during the year, and such other factors as the committee deems
relevant.
The Chief Executive Officer's compensation in 1998 reflected the
overall performance of Mr. Carey, which is supported by the Company's
increase in earnings level, expansion of the Bank's customer base, and the
overall quality and growth of the Company's assets.
Prior to 1998, the Company maintained a Defined Benefit Pension Plan
which provided retirement benefits to each eligible officer and employee.
As of December 31, 1997, the Company elected to curtail this plan and in
turn establish a profit sharing type retirement plan effective January 1,
1998.
This report was submitted by the Compensation Committee which
consists of the following directors: Kenneth R. Rezendes, Chairman; James
D. Carey, Donald T. Corrigan, Francis A. Macomber, William J. Sullivan, and
David F. Westgate on December 3, 1998.
EXECUTIVE COMPENSATION TABLES AND INFORMATION
The following table sets forth the dollar value of all compensation
paid during the last three fiscal years to the Company's and the Bank's
highest paid executive officers including the Chief Executive Officer,
whose compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
- ------------------------------------------------------------------- ------------
Awards
------
Other Annual Securities All Other
Salary Bonus Compensation Underlying Compensation(6)
Year $ $ $ Options $
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James D. Carey 1998 175,008 7,729 -0- 2,000 15,685 (1)
President/CEO-Bank 1997 160,010 4,353 -0- 2,100 (4) 13,525 (1)
Exec Vice President- 1996 160,010 15,000 -0- -0- 12,689 (1)
Bancorp
Kenneth R. Rezendes 1998 -0- -0- 11,200(5) 2,000 565 (2)
President/CEO- 1997 -0- -0- 11,685(5) 2,100 (4) -0-
Bancorp 1996 -0- -0- 10,400(5) -0- -0-
Manuel J. Tavares 1998 97,348 4,969 -0- 1,500 5,915 (3)
Senior Vice President 1997 92,714 4,353 -0- 1,575 (4) 5,499 (3)
Senior Lending Officer
<F1> Includes $12,193, $11,290, and $10,454 accrual in 1998, 1997, and
1996 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 directors life insurance
and group life insurance of $3,492 for 1998 and group life insurance
of $2,235 for 1997 and 1996.
<F2> Represents premium for directors life insurance.
<F3> Includes $4,515 and $4,180 accrual for 1998 and 1997 respectively in
connection with the Supplemental Retirement Agreement (SERP) entered
into with Mr. Tavares in 1996 which provides for the payment to Mr.
Tavares upon his retirement of $1,500 per month for 120 months and
group life insurance premiums of $1,400 for 1998 and $1,319 for
1997.
<F4> Options granted in 1997 became subject to a 5% stock dividend
declared in February 1998.
<F5> Directors fees (see Compensation of Directors)
<F6> Additional compensation benefits will accrue under the Company's new
Profit Sharing Plan under the formula which allocates one (1) unit
for each $1,000 of compensation and one (1) unit for each full year
of service with the Company. However, annual contributions to the
Plan have not yet been established.
</TABLE>
Stock Options Granted in 1998
The following table illustrates certain information for the Executive
Officers named regarding stock option grants made in 1998 under the
Company's 1996 Stock Option Plan (the "Plan"). No stock appreciation
rights ("SAR's") were granted in 1998 and none are outstanding.
Individual Grants
<TABLE>
<CAPTION>
Potential Realizable Value
Number of % of Total At Assumed Annual Rate of
Securities Options Granted Stock Price Appreciation
Underlying to Employees in Exercise Price Expiration for Option Term(3)
Name Options Granted(4) 1998 Per Share ($/sh)(4) Date 5% 10%
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James D. Carey 2,000 (1) 19.51% $17.00 4/14/03 $1,100 $8,760
Kenneth R. Rezendes 2,000 (2) 9.09% $17.00 4/14/03 $1,100 $8,760
Manuel J. Tavares 1,500 (1) 14.63% $17.00 4/14/03 $ 825 $6,570
<F1> Options granted to Mr. Carey and Mr. Tavares 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 as
granted are exercisable immediately at a price per share equal to
the market price on the date of grant.
<F2> Options granted to Director 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.
<F3> The dollar amounts under these columns are the results of
calculations at the 5% and 10% rate required by the SEC and
therefore are not intended to forecast possible future appreciation,
if any, of the stock price for options expiring on April 14, 2003.
The Company's per share stock price would be $17.51 and $21.38 if
increased 5% and 10% respectively, compounded annually over the
remaining life of the stock options, based on the closing price per
share of $14.25 at December 31, 1998.
<F4> The number of shares underlying outstanding options granted under
the Plan and the exercise price of those options are subject to
adjustment to reflect any stock split, stock dividend, or other
changes in capitalization affecting the outstanding common stock.
</TABLE>
The following table presents certain information for the named
executive officers relating to the exercise of stock options during 1998
and, in addition, information relating to the value of unexercised stock
options.
Aggregated Option Exercises in the Last Fiscal Year
And Fiscal Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-The-
Options Money Options at
12/31/98 12/31/98 (1)
- --------------------------------------------------------------------------------------------------------------
Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
# ($) # # $ $
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James D. Carey -0- -0- 4,100 -0- 11,225 -0-
Kenneth R. Rezendes 2,100 17,682 2,000 -0- -0- -0-
Manuel J. Tavares -0- -0- 3,075 -0- 8,426 -0-
<F1> The value of unexercised In-The-Money Options is expressed as the
market value of the common stock at December 31, 1998 at $14.25 per
share over the exercise price of each option.
</TABLE>
RETIREMENT BENEFITS
Prior to 1998, the Company maintained a Defined Benefit Pension Plan
which provided retirement benefits to each established officer and
employee. An employee must be age 21 and have served with the Company one
(1) full year of service to be eligible. The annual benefits formula for
normal retirement age of 65 provides for 1.5% of total salary plus .5% of
compensation in excess of integration level per year of service.
The following table illustrates the estimated retirement benefit
payable to eligible officers and employees upon retirement at age 65 in
various salary groups with various years of services.
PENSION PLAN TABLE
Years of Service
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Remuneration 15 Yrs 20 Yrs 25 Yrs 30 Yrs 35 Yrs
- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$100,000 $29,325 $39,100 $48,875 $58,650 $ 68,425
$125,000 $36,825 $49,100 $61,375 $73,650 $ 85,925
$150,000 $44,325 $59,100 $73,875 $88,650 $103,425
$175,000 $47,325 $63,100 $78,875 $94,650 $110,425
$200,000 $47,325 $63,100 $78,875 $94,650 $110,425
$225,000 $47,325 $63,100 $78,875 $94,650 $110,425
$250,000 $47,325 $63,100 $78,875 $94,650 $110,425
</TABLE>
The benefits shown in the Pension Plan Table are based on a formula
of 1.5% of compensation per year plus .5% of compensation in excess of
$9,000 per year. The maximum years of service considered for benefit
purposes is 35. Annual compensation for benefits is capped at $160,000,
per Internal Revenue Code Section 401(a)(17). Benefits shown are payable
as a life annuity at age 65 and will not be subject to reductions because
of social security benefits. The life annuity is the Normal Form as
defined by the Plan document. Employees who have worked over 1000 hours in
the twelve month period beginning on their date of hire and have attained
age twenty-one are eligible to participate in the Plan as of the next
January 1 or July 1, the Plan entry dates. The Plan covers all employees
who meet the eligibility provisions, except employees covered by a
collective bargaining agreement and non-resident aliens. In addition,
benefit accruals and Plan participation have been frozen by amendment
effective December 31, 1997. The years of credited service as of January
1, 1998 for the executive officers named on the Summary Compensation Table
who are eligible for retirement benefits are as follows: James D. Carey -
10 Years; and Manuel J. Tavares - 11 years.
As of December 31, 1997, the Company elected to curtail the Employees
Defined Benefit Pension Plan. This decision was based on the costs
associated with the Defined Benefit Plan, and the complexities of the
marketability of the Plan to its employees. The Company in turn has
established a profit sharing type retirement plan effective January 1,
1998, which provides the employee with full investment directions of the
funds allocated to his or her account. The contribution by the Company to
the new Profit Sharing Plan is an amount to be fixed each year by the Board
of Directors. The amount allocated to each employee is based on a formula
that provides one (1) unit for each $1,000 of compensation, and one (1)
unit for each full year of service with the Company. The grand total of
units of all eligible employees then becomes the denominator for the
allocation of the contribution to each employee's account. At December 31,
1998, the Defined Benefit Plan was underfunded. It is estimated that the
Plan's assets will earn sufficient income in a three (3) to four (4) year
time period to become fully funded. Upon reaching a fully funded status,
each participant's lump sum value of the December 31, 1997 accrued benefit
will be distributed from the Defined Benefit Plan. The participant will be
given the option of rolling over their Defined Benefit Plan benefit to the
new Profit Sharing Plan.
The Company also provides a 401K Plan which is available to eligible
employees who attain age 21 and complete one year of service. The Company
contributes a discretionary amount as determined by the Board of Directors
to the 401K Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors
includes among others: Kenneth R. Rezendes, James D. Carey and Donald T.
Corrigan. Mr. Rezendes is currently the President and Chief Executive
Officer of the Company. Mr. Carey is currently the Executive Vice
President of the Company and the President and Chief Executive Officer of
the Bank. Mr. Corrigan is currently the Chairman of the Board of the
Company and the Bank and is the former President and Chief Executive
Officer of the Company and the Bank.
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 77 1968-Nov 1997* Nov 1997 Retired-former
President of Bank
Bernard T. Shuman 78 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>
STOCK PERFORMANCE COMPARISON
The following graph compares the performance of the Company for the
periods indicated with the performance of the NASDAQ Stock Market and the
performance of a group of banks in the $250 Million to $500 Million index
assuming reinvestment of dividends.
Slade's Ferry Bancorp
<TABLE>
<CAPTION>
Period Ending
--------------------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Slade's Ferry Bancorp 100.00 111.30 115.10 120.89 230.22 214.11
NASDAQ-Total US 100.00 97.75 138.26 170.01 208.58 293.21
SNL $250M-$500M Bank Index 100.00 107.90 145.61 189.07 327.00 292.84
</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 1999. 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 desired 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
collectability, or present other features unfavorable to the Bank.
During the fiscal year ended December 31, 1998 and in prior years,
the Corporation and/or the Bank retained the legal services of Peter G.
Collias, Esq. a director and Clerk/Secretary of the Bank and Bancorp; and
the legal services of Thomas H. Tucker, Esq., who is the son-in-law of
Donald T. Corrigan, a Director and Chairman of the Board. Fees for legal
services paid to Mr. Tucker and his law firm in 1998 amounted to $80,516
and included representation in the case of Fealy vs. National Bank of
Fairhaven, et.al. currently pending in Plymouth Superior Court. The Bank
also utilized in 1998 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; from LeComte's Dairy, of which Director Francis A. Macomber
is President; and from Cornish and Company, Inc. of which William Q.
MacLean Jr. is Vice President.
ADDITIONAL MATTERS
The Annual Report of the Corporation for the fiscal year ended
December 31, 1998, 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,
Peter G. Collias
Clerk/Secretary
Dated: March 10, 1999
SLADE'S FERRY BANCORP Proxy Solicited on Behalf of the
Board of Directors
Annual Stockholders Meeting
SOMERSET, MASSACHUSETTS April 12, 1999
- -------------------------------------------------------------------------------
The undersigned hereby appoint Thomas B. Almy, Shaun O'Hearn Sr., 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 26, 1999, 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 12, 1999 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 Donald T. Corrigan, Lawrence J. Oliveira
DDS, Peter Paskowski, Kenneth R. Rezendes Sr. and
Charles Veloza as Class One 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) To approve the proposed amendments to the 1996 Stock
Option Plan.
(4) 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, 2 and 3 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.
