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 [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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)
- -----------------------------------------------------------------------------
(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 10, 2000
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, 2000
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 10, 2000
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 five Class Two
Directors of the Corporation to serve for a three-year term, (2) the
election of a Clerk/Secretary of the Corporation, and (3) amend the
Corporation's Articles of Organization to increase the number of authorized
shares of common stock of the Corporation, par value $.01 per share, from
5,000,000 shares to 10,000,000 shares.
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
Thomas B. Almy, Peter G. Collias, Melvyn A. Holland, Shaun O'Hearn Sr. and
William J. Sullivan as Class Two Directors for a term of three years, FOR
the election of Peter G. Collias as Clerk/Secretary, and FOR the proposal to
amend the Articles of Organization to increase the number of authorized
shares of common stock of the Corporation, par value $.01 per share, from
5,000,000 shares to 10,000,000 shares.
Your Board of Directors has fixed the close of business on February
25, 2000 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
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 2000 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 10, 2000 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 five Class Two Directors, each to hold office until the
2003 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.
2. 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.
3. To amend the Corporation's Articles of Organization to increase
the number of authorized shares of common stock of the
Corporation, par value $.01 per share, from 5,000,000 shares to
10,000,000 shares.
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
25, 2000 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, 2000
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 10, 2000
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
10, 2000 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, 2000. 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 25, 2000.
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
10, 2000 at 7:30 p.m. local time.
Purpose of the Annual Meeting
The purpose of the Meeting is: (1) the election of five Class Two
Directors of the Corporation to serve for a three-year term; (2) the
election of a Clerk/Secretary of the Corporation; (3) to amend the
Corporation's Articles of Organization to increase the number of authorized
shares of common stock of the Corporation, par value $.01 per share, from
5,000,000 shares to 10,000,000 shares 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 25,
2000 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 3,718,020.519
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
1,500 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 11, 2000 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 $2,000 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 proposal
to amend the Corporation's Articles of Organization to increase the number
of authorized shares of common stock of the Corporation, par value $.01 per
share, from 5,000,000 shares to 10,000,000 shares.
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. The affirmative vote of a majority of
all of the shares of common stock issued, outstanding, and entitled to vote
is necessary to amend the Corporation's Articles of Organization to increase
the number of authorized shares of common stock of the Corporation, par
value $.01 per share from 5,000,000 shares to 10,000,000 shares.
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 25, 2000, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 742,828.133 (19.98%) of the
issued and outstanding shares of the Corporation's common stock which may be
voted at the Meeting.
PROPOSAL ONE
ELECTION OF CLASS TWO 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. 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 Two Directors of the Corporation to serve until the year
2003 Annual Meeting of Stockholders and until their successors are elected
or qualified.
The names of the nominees for Class Two 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
Nominees and Bank and Bank Since Occupation
- -------- ------------ -------------- ----------
<S> <C> <C> <C>
Thomas B. Almy Director 01/27/64 Architect
958 Regan Road I.T. Almy Associates
Somerset, MA 02726
Age 65
Peter G. Collias Secretary/Clerk 01/09/73 Attorney - Law Office
254 French Street Director Peter G. Collias
Fall River, MA 02720
Age 68
Melvyn A. Holland Director 10/14/97 Managing Partner
16 Hidden Bay Drive Rosenfield, Holland &
So. Dartmouth, MA 02748 Raymon P.C.
Age 62 Certified Public Accountant
Shaun O'Hearn Sr. Director 10/14/97 President
1567 Gardners Neck Road Bolger & O'Hearn Inc.
Swansea, MA 02777
Age 54
William J. Sullivan Director 02/11/85 President
308 New Boston Road Sullivan Funeral Homes
Fall River, MA 02720
Age 60
</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>
<CAPTION>
2001 - CLASS THREE
<S> <S> <S> <S> <S>
James D. Carey William Q. MacLean Jr. Francis A. Macomber Majed Mouded, MD David F. Westgate
311 Pearse Road 349 Dana Farm 27 Cypress Road 111 Pontiac Road 47 Water Street
Swansea, MA 02777 Fairhaven, MA 02719 Somerset, MA 02726 Somerset, MA 02726 Mattapoisett, MA 02739
<CAPTION>
2002 - CLASS ONE
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 Mattapoiset, MA 02739 Somerset, MA 02726 Assonet, MA 02702 Westport, MA 02790
</TABLE>
1999 MEETINGS AND STANDARD FEE ARRANGEMENTS OF THE BOARD OF
DIRECTORS AND COMMITTEES OF THE BOARD
A regular meeting of the Board of Directors of the Bank is held each
month, Bancorp meetings are held quarterly, and when necessary, special
directors meetings are held. During 1999, the Board of Directors of the
Bank held twelve regular monthly meetings, two special meetings and there
were four quarterly Bancorp 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-nine 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, William Q. Maclean Jr.,
Francis A. Macomber, Peter Paskowski, Kenneth R. Rezendes, 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, 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 five 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 89%. There were no directors whose attendance was less than 79% 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 $300.00 for each Bank Board of Directors meeting
attended and $250.00 for each Bancorp meeting attended. In addition,
Executive Committee members are paid $300.00 for each Executive Committee
meeting attended. The Chairman of the Board of the Bank and the President
of the Bancorp are paid $1,000.00 each for holding such positions. Members
of all other committees receive $250.00 per meeting attended, $250.00 for
serving on such committees, and the chairman of each committee receives
$500.00 for chairing such committee.
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 in 1999, each insurable member of the Board of Directors
is provided a 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.
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, one individual serves as Honorary Director.
The following table sets forth certain information about such Honorary
Director.
<TABLE>
<CAPTION>
Period Served Honorary
as Regular Director
Name Age Director as of
- ---- --- ------------- --------
<S> <C> <C> <C> <C>
Bernard T. Shuman 79 1959-Nov 1997* Nov 1997 Past President-
Treasurer Priscilla
Dress Corp.
<FN>
<F*> Mr. Shuman voluntarily resigned as director in November 1997 and was
appointed Honorary Director by the Board of Directors.
</FN>
</TABLE>
PROPOSAL TWO
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 THREE
AMENDMENT OF ARTICLES OF ORGANIZATION
TO INCREASE AUTHORIZED SHARES
The Board of Directors of the Corporation has adopted a resolution to
amend the Corporation's Articles of Organization to increase the number of
authorized shares of common stock of the Corporation, par value $.01 per
share, from 5,000,000 shares to 10,000,000 shares. As a result of the 5%
stock dividend declared on January 10, 2000, the Corporation has only
1,303,570.179 remaining authorized but unissued shares of common stock.
The amendment will provide additional shares of common stock that
could be issued from time to time by the Board of Directors, without
soliciting further stockholder approval, for various corporate purposes
including, but not limited to, acquisitions of other companies, issuance of
shares under the adopted 1996 Stock Option Plan, and for stock dividends,
stock splits and other distributions. The Board believes it is desirable to
have the authorized capital of the Corporation sufficiently flexible so that
future business needs and corporation opportunities may be dealt with by the
Board of Directors without further stockholder action.
Holders of common stock of the Corporation have no pre-emptive rights
to subscribe for or purchase or receive any additional shares, bonds,
debentures or other securities of the Corporation.
Your Board of Directors recommends that the stockholders vote FOR the
approval of the Amendment to the Corporation's Articles of Organization.
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 65 1964 2000
James D. Carey 57 1988 2001 President and Chief Executive Officer
of Bank; Executive Vice President of
Corporation
Peter G. Collias 68 1973 2000 Secretary and Clerk of Bank and of
Corporation
Donald T. Corrigan 69 1959 2002 Retired; Chairman of the Board of the Bank
and of the Corporation
Melvyn A. Holland 62 1997 2000
William Q. MacLean Jr. 65 1997 2001
Francis A. Macomber 70 1980 2001
Majed Mouded, MD 58 1993 2001
Shaun O'Hearn Sr. 54 1997 2000
Lawrence J. Oliveira, DDS 55 1997 2002
Peter Paskowski 76 1971 2002 Retired; former President
and Executive Vice President of Bank
Kenneth R. Rezendes 66 1978 2002 President and Chief Executive Officer
of the Corporation
William J. Sullivan 60 1985 2000
Charles Veloza 74 1979 2002
David F. Westgate 59 1997 2001
Ralph S. Borges 64 ---- ---- Executive Vice President and
Treasurer of Bank;
Treasurer of the Corporation
Susan R. Hajder 52 ---- ---- Senior Vice President and
Operations Officer of Bank
Charlene J. Jarest 49 ---- ---- Vice President/Corporate
Services of the Bank
Carol A. Martin 54 ---- ---- Senior Vice President/Branch
Administrator of the Bank
Manuel J. Tavares 52 ---- ---- 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 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 1994.
William Q. MacLean Jr: Vice President of Cornish & Company, Inc.
Insurance in New Bedford, Massachusetts since prior to 1994.
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 1994.
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 1994.
Shaun O'Hearn Sr.: President of Bolger & O'Hearn, Inc., a color and
chemicals company in Fall River, Massachusetts, since prior to 1994.
Lawrence J. Oliveira, DDS: Orthodontist from New Bedford and
Mattapoisett, Massachusetts since prior to 1994. 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 prior to
1994.
Charles Veloza: President and Director of Charlie's Oil Co., a
heating and fuel oil distribution business of Fall River,
Massachusetts since prior to 1994.
David F. Westgate: President of Quequechan Management Corp., a
management consulting firm in Fall River, Massachusetts since prior to
1994. 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, 1999.
Beneficial ownership includes any shares that the individual has the right
to acquire within 60 days of February 25, 2000 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 62,860.011(1) 1.79
958 Regan Road
Somerset, MA 02726
James D. Carey 20,289.745(2) .58
311 Pearse Road
Swansea, MA 02777
Peter G. Collias 18,466.249(3) .52
254 French Street
Fall River, MA 02720
Donald T. Corrigan 62,099.145(4) 1.76
95 Captain's Way
Somerset, MA 02726
Melvyn A. Holland 2,726.152 .08
16 Hidden Bay Drive
So. Dartmouth, MA 02748
William Q. MacLean Jr. 19,317.979(5) .55
349 Dana Farm
Fairhaven, MA 02719
Francis A. Macomber 120,159.404(6) 3.41
27 Cypress Road
Somerset, MA 02726
Majed Mouded MD 61,457.000(7) 1.75
111 Pontiac Road
Somerset, MA 02726
Shaun O'Hearn Sr. 5,732.587(8) .16
1567 Gardners Neck Road
Swansea, MA 02777
Lawrence J. Oliveira, DDS 10,845.427(9) .31
20 Holly Lane
Mattapoisett, MA 02739
Peter Paskowski 28,150.000(10) .80
113 Cusick Lane
Somerset, MA 02726
Kenneth R. Rezendes 126,433.926(11) 3.59
Sammy's Lane
Assonet, MA 02702
Bernard T. Shuman (Honorary Director) 4,246.290 .12
293 Seaview Avenue
Swansea, MA 02777
William J. Sullivan 37,996.756(12) 1.08
308 New Boston Road
Fall River, MA 02720
Charles Veloza 110,751.000 3.14
100 Plymouth Blvd.
Westport, MA 02790
David F. Westgate 2,837.815 .08
47 Water Street
Mattapoisett, MA 02739
<FN>
NOTES:
<F1> Includes 49,920.528 shares held jointly with Mr. Almy's wife.
<F2> Includes 7,808.606 shares held jointly with Mr. Carey's wife,
2,652.996 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 5,229 shares held through
brokers.
<F5> Includes 15,340.156 shares held in revocable trust.
<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.
<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, and
1,302 shares held through brokers.
<F12> Includes 16,089.309 shares held jointly with Mr. Sullivan's wife,
497.613 shares held jointly with children, and 210 shares held jointly
with parent.
</FN>
</TABLE>
<TABLE>
Executive Officers:
<S> <C> <C>
James D. Carey See Above See Above
Kenneth R. Rezendes See Above See Above
Manuel J. Tavares 9,455.413 .27
All Executive Officers and 703,824.899 shs 19.99%
Directors as a Group
</TABLE>
Includes all outstanding options exercisable within 60 days awarded
under the stock option plan.
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.
Rezendes.
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. In 1999, there were 132 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-four 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, excluding Mr. Carey, reviews the
performance of the President of the Bank. This review is qualitative in
nature and takes into consideration such factors as overall performance of
the Bank, improvement in shareholder value, preservation and 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 President'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 fall below target. The target excludes
extraordinary income and expense items and gains or losses recognized on the
sales 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 1999 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.
Compensation Committee:
Kenneth R. Rezendes, Chairman
Francis A. Macomber
James D. Carey
William J. Sullivan
Donald T. Corrigan
David F. Westgate
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 1999 191,599 9,975 -0- 2,000 20,108(1)
President/CEO-Bank 1998 175,008 7,729 -0- 2,000 15,685(1)
Exec Vice President- 1997 160,010 4,353 -0- 2,100(4) 13,525(1)
Bancorp
Kenneth R. Rezendes 1999 -0- -0- 18,050(5) 2,000 716(2)
President/CEO-Bancorp 1998 -0- -0- 11,200(5) 2,000 565(2)
1997 -0- -0- 11,685(5) 2,100(4) -0-
Manuel J. Tavares 1999 103,492 6,000 -0- 1,500 5,971(3)
Senior Vice President 1998 97,348 4,969 -0- 1,500 5,915(3)
Senior Lending Officer 1997 92,714 4,353 -0- 1,575(4) 5,499(3)
<FN>
<F1> Includes $17,280, $12,193, and $11,290 accrual in 1999, 1998, and 1997
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 $3,000 per month for 120
months, and insurance premiums for directors life insurance and group
life insurance of $2,828 for 1999, $3,492 for 1998, and group life
insurance of $2,235 for 1997.
<F2> Represents premium for directors life insurance.
<F3> Includes $4,876, $4,515, and $4,180 accrual in 1999, 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 $1,095, $1,400 and $1,319
for 1999, 1998, and 1997 respectively.
<F4> Options granted in 1997 became subject to a 5% stock dividend declared
in 1998.
<F5> Director's fees (see Compensation of Directors)
<F6> Additional compensation benefits will accrue under the Company's
Profit Sharing Plan established in 1998 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. The Plan was
adopted in 1998 and contributions to the plan consisted of $111,750 in
1999 and $80,000 in 1998. Contributions to the Plan are determined
each year by the Board of Directors.
</FN
</TABLE>
Stock Options Granted in 1999
The following table illustrates certain information for the Executive
Officers named regarding stock option grants made in 1999 under the
Company's 1996 Stock Option Plan (the "Plan"). No stock appreciation rights
("SAR's") were granted in 1999 and none are outstanding.
Individual Grants
<TABLE>
<CAPTION>
Potential Realizable Value
Number of % of Total At Assumed Annual Rate of
Securities Options Granted Stock Price Appreciation
Underlying to Employees in Exercise Price Expiration for Option Term(3)
Name Options Granted(4) 1999 Per Share ($/sh)(4) Date 5% 10%
- ---- ------------------ --------------- ------------------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
James D. Carey 2,000(1) 22.22% $13.50 4/14/04 $80 $6,020
Kenneth R. Rezendes 2,000(2) 06.67% $13.50 4/14/04 $80 $6,020
Manuel J. Tavares 1,500(1) 16.67% $13.50 4/14/04 $60 $4,515
<FN>
<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, 2004. The Company's per
share stock price would be $13.54 and $16.51 if increased 5% and 10%
respectively, compounded annually over the remaining life of the stock
options, based on the closing price per share of $11.00 at December
31, 1999.
<F4> The number of shares underlying outstanding options granted under the
Plan and the exercise price of those options are subject to adjustment
to reflect any stock split, stock dividend, or other changes in
capitalization affecting the outstanding common stock.
</FN>
</TABLE>
The following table presents certain information for the named
executive officers relating to the exercise of stock options during 1999
and, in addition, information relating to the value of unexercised stock
options.
Aggregated Option Exercises in the Last Fiscal Year
And Fiscal Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options In-The-Money Options at
12/31/99 12/31/99(1)
Shares --------------------------- ---------------------------
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
# ($) # # $ $
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James D. Carey -0- -0- 6,100 -0- $4,410.00 -0-
Kenneth R. Rezendes -0- -0- 4,000 -0- -0- -0-
Manuel J. Tavares -0- -0- 4,575 -0- $3,307.50 -0-
<FN>
<F1> The value of unexercised In-The-Money Options is expressed as the
market value of the common stock at December 31, 1999 at $11.00 per
share over the exercise price of each option.
</FN>
</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 had worked over 1000 hours in the twelve month
period beginning on their date of hire and had attained age twenty-one were
eligible to participate in the Plan as of the next January 1 or July 1, the
Plan entry dates. The Plan covered all employees who met the eligibility
provisions, except employees covered by a collective bargaining agreement
and non-resident aliens. In addition, benefit accruals and Plan
participation were 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, 1999, 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.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
In 1995, Mr. Carey entered into a Supplemental Retirement Agreement
(SERP) which provided for a payment to Mr. Carey upon his retirement of
$2,500 per month for 120 months. Effective January 1, 1999, the agreement
was amended to provide Mr. Carey with $3,000 per month for 120 months upon
his retirement.
In 1996, Mr. Tavares entered into a Supplemental Retirement Agreement
(SERP) which provides a payment to Mr. Tavares of $1,500 per month for 120
months upon his retirement.
The Company does not have any termination of employment or change-in-
control arrangements with any of its Executive officers.
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.
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.
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Slade's Ferry Bancorp 100.00 103.42 108.62 206.84 192.37 153.70
NASDAQ--Total US 100.00 141.33 173.99 213.07 300.25 542.43
SNL $250M-$500M Bank Index 100.00 134.95 175.23 303.07 271.41 252.50
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation have selected Shatswell,
MacLeod and Company, P.C. to continue as their independent certified public
accountants for 2000. 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, 1999 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. The Bank also utilized in
1999 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, 1999, 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
Clerk/Secretary
Dated: March 10, 2000
SLADE'S FERRY BANCORP
SOMERSET, MASSACHUSETTS
Proxy Solicited on Behalf of the
Board of Directors
Annual Stockholders Meeting
April 10, 2000
- ---------------------------------------------------------------------------
The undersigned hereby appoint Donald T. Corrigan, Kenneth R. Rezendes, and
James D. Carey 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 25, 2000, 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
10, 2000 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 Thomas B. Almy, Peter G. Collias, Melvyn A.
Holland, Shaun O'Hearn, Sr. and William J. Sullivan
as Class Two 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.)
[ ] [ ] (2) To elect Peter G. Collias as Clerk/Secretary for a
term of one year.
[ ] [ ] (3) To amend the Corporations Articles of Organization to
increase the number of authorized shares of common
stock of the Corporation, par value $.01 per share
from 5,000,000 shares to 10,000,000 shares.
[ ] [ ] (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
Please date, sign and return this In signing, please write name(s)
proxy in the enclosed envelope exactly as appearing in the imprint
promptly. 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.
MAILING INSTRUCTIONS - Fold the form along lines as
indicated and insert in the envelope provided.
