JEFFERSONVILLE BANCORP
4866 State Route 52
Jeffersonville, New York 12748
PROXY STATEMENT
- -------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 2000
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Jeffersonville Bancorp, a New York corporation, for use at the
Annual Meeting of Stockholders (the "Annual Meeting"), to be held on April
25, 2000 at 3:00 p.m., Jeffersonville, New York time, at The First National
Bank of Jeffersonville, 4866 State Route 52, Jeffersonville, New York, and
any adjournment thereof. The purposes of the Annual meeting are (a) to elect
five directors to the Board of Directors of the Company (b) to ratify KPMG
LLP as independent auditors for the Company for its year ending
December 31, 2000 (c) and to transact such other business as may properly
come before the Annual Meeting or any adjournment thereof.
Solicitation of proxies may be made in person or by mail, telephone or
telegraph, by directors, officers and regular employees of the Company. The
Company may also request banking institutions, brokerage firms, custodians,
nominees and fiduciaries to forward solicitation material to the beneficial
owners of Common Stock held of record by such persons, and the Company will
reimburse the forwarding expenses. The cost of solicitation of proxies will
be paid by the Company. This Proxy Statement was first mailed to stockholders
on or about March 24, 2000.
The Company has its principal executive offices at 4866 State Route 52,
Jeffersonville, New York 12748; telephone (914) 482-4000.
<PAGE>
TABLE OF CONTENTS
Page
----
New Business 2
Nomination of Directors 2
Quorum and Voting 2
Action to be Taken Under Proxy 3
Election of Directors 3
Ratification of Appointment of Auditors 3
Security Ownership of Certain Beneficial Owners and Management 4-5
Directors and Executive Officer Information 6
Committees of the Board of Directors 6
Remuneration of Management and Others 7
Report of the Personnel Committee 10
Transactions with Management 10
Comparative Stock Performance Graph 11
Other Matters 12
Documents Incorporated by Reference 12
<PAGE>
JEFFERSONVILLE BANCORP
4866 State Route 52
Jeffersonville, New York 12748
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 25, 2000
Dear Stockholder:
Notice is hereby given that the Annual Meeting of the Stockholders of
Jeffersonville Bancorp (the "Company") will be held in the Company's Board
Room at The First National Bank of Jeffersonville (the "Bank") 4866 State
Route 52, Jeffersonville, New York at 3:00 p.m., Jeffersonville, New York
Time, on April 25, 2000 for the following purposes:
(1) To elect five directors to the Board of Directors; and
(2) To ratify the appointment of KPMG LLP as independent auditors
for the Company for its year ending December 31, 2000.
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only those holders of record of common stock of the Company, par value
$0.50 per share (the "Common Stock"), at the close of business on March 17,
2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
You are cordially invited and urged to attend the Annual Meeting in
person, but if you are unable to do so, please date, sign and promptly return
the enclosed proxy in the enclosed, self-addressed stamped envelope. If you
attend the Annual Meeting and desire to revoke your proxy and vote in person,
you may do so, In any event, a proxy may be revoked at any time before it is
exercised.
By Order of the Board of Directors
Arthur E. Keesler, President
Jeffersonville, New York
March 24, 2000
<PAGE>
The Company was organized as a New York corporation on January 12, 1982
for the purpose of becoming a registered bank holding company under the Bank
Holding Company Act of 1956, as amended. Effective June 30, 1982, the Company
became the registered bank holding company for the Bank which was chartered
in 1913 and organized under the National Banking Laws of the United States.
The Company does not pay any compensation to directors or officers and
the compensation payments and benefit plans described in this proxy are paid
by the Bank. The same members make up the Board of Directors of both the
Company and the Bank.
NEW BUSINESS
At an annual meeting of stockholders, only such new business shall be
conducted and only proposals with respect to such new business shall be
considered or acted upon, as shall have been brought before such meeting by
or at the direction of the Board of Directors or by any stockholder of the
Company who gives timely notice in writing to the Secretary of the Company as
set forth in Section 2.13 of the Company's Bylaws. For new business to be
properly brought before an annual meeting of stockholders by a stockholder,
the stockholder must deliver notice to, or mailed and received at, the
Company's principal executive office not less than 120 calendar days in
advance of the date of the Company's proxy statement sent to stockholders in
connection with the previous year's annual meeting of stockholders, except
that, if no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, such notice
shall be received by the Company in a reasonable time before the solicitation
is made. A stockholder's notice must be addressed to the Secretary of the
Company. A stockholder's notice to the Secretary shall set forth, as to each
matter of business the stockholder proposes to bring before the meeting, (i)
a brief description of the matter desired to be brought before the meeting
and the reasons for conducting such business at the meeting; (ii) the name
and address as they appear on the Company's books, of the stockholder
proposing such proposal; (iii) the class and number of shares of the
Company's stock that are beneficially owned by the stockholder on the date of
such stockholder notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder
notice; and (iv) any financial interest of the stockholder in such proposal.
NOMINATION OF DIRECTORS
Nomination of candidates for election as directors at any annual meeting
of stockholders may be made by the Board of Directors or by any stockholder
entitled to vote at such annual meeting. Only persons nominated in accordance
with the procedures set forth in Section 2.12 of the Company's Bylaws shall
be eligible for election as directors at an annual meeting.
Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company as set forth in Section 2.12 of the Company's
Bylaws. To be timely, a stockholder's notice shall be delivered to, or mailed
and received at, the principal executive offices of the Company no later than
November 25, 1999.
QUORUM AND VOTING
At the close of business on March 17, 2000, the Company had issued and
outstanding 1,525,329 shares of Common Stock. Only holders of record of
Common Stock at the close of business on March 14, 2000, are entitled to
notice of and vote on matters to come before the Annual Meeting or any
adjournment thereof.
The presence in person or by proxy of the holders of a majority of
outstanding shares of common stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting or any adjournment
thereof. The record holders the Common Stock are entitled to one vote in
person or by proxy in respect to each such share on each matter to come
before the Annual Meeting.
2
<PAGE>
ACTION TO BE TAKEN UNDER PROXY
Each proxy unless stockholder otherwise indicates therein, will be voted
"FOR" the election of the five persons named in the Proxy Statement as the
Board of Directors' nominees for election to the Board of Directors and "FOR"
the ratification of KPMG LLP as independent auditors. In each case where the
stockholder appropriately specified how the proxy is to be voted, it will be
voted in accordance with his or her specification. Stockholders may designate
a person or persons other than those named in the enclosed proxy to vote
their shares at the Annual Meeting or any adjournment thereof. As to any
other matter of business which may be brought before the Annual Meeting or
any adjournment thereof, a vote may be cast pursuant to the accompanying
proxy in accordance with the judgment of the persons voting the same, but the
Board does not know of any such other matters of business. Any stockholder
has the power to revoke his or her proxy at any time, insofar as it has not
been exercised, by written notice or subsequently dated proxy sent to Charles
E. Burnett at the Company, P.O. Box 398, Jeffersonville, New York 12748, or
by oral revocation given by the stockholder in person at the Annual Meeting
or any adjournment thereof.
ELECTION OF DIRECTORS
Pursuant to the Company Bylaws, the Board of Directors has, by
resolution, fixed the number of directors at 12. The Board is divided into
three classes (I, II, III), and each director typically serves a three-year
term. A director will initially serve less than three years if the term of
office for the Class in which he is elected expires prior to the director's
third year in service. In this case, the director will stand for reelection
with the other Class members for a full three-year term.
The terms of office of Class II directors expires in 2000. The five
Class II directors have been nominated to serve for three-year terms as
members of Class II. The Board of Directors has nominated to serve as
directors John W. Galligan, Solomon Katzoff, Arthur E. Keelser, Earle A. Wilde
and Raymond Walter for Class II directorship. There are no shareholder
nominees for Class II directors. All nominees are currently members of the
Board. It is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted
for the election of such substitute as the Board of Directors may recommend
or the Board of Directors may determine to decrease the size of the Board to
eliminate the vacancy at any time. The Board knows of no reason why any
nominee might be unable to serve if elected.
The Board of Directors recommends that shareholders vote "For" the
approval of the five nominees to the Board of Directors, after consideration
of the information contained herein. Your appointed proxies will vote your
shares "For" the five nominees unless you instruct otherwise in the proxy
form.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG LLP as independent
auditor of the Company for the fiscal year ending December 31, 2000, subject
to ratification of such appointment by the stockholders. Representatives of
KPMG LLP are expected to be present at the Annual Meeting and are expected to
make a statement if they desire to do so and/or be available to respond to
appropriate questions.
The Board of Directors recommends that stockholders vote "For" the
ratification of KPMG LLP as independent auditors.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The name and address, position, age, number of shares owned and
principal occupation of the executive officers, directors and 5% stockholders
of the Company as of March 17, 2000, are as follows:
<TABLE>
<CAPTION>
Shares of
Common Owned
Name and Address Position (Class) Age Stock Owned Percentage Principal Occupation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arthur E. Keesler President and 68 21,120.000 <F1> 1.38 Board Chairman of
Callicoon Center Director (II) the Company
NY, 12724 Director since 1982
Raymond L. Walter Vice President 53 10,087.869 <F7> 0.66 President of the Bank
Box 159 and Director (II)
Yulan Director since 1994
NY, 12792
John K. Gempler Secretary and 57 20,596.000 <F2> 1.35 Corporate Secretary
Box 323 Director (I) Insurance Company
Kenoza Lake Director since 1982
NY, 12750
John M. Riley Treasurer 56 1,123.327 0.07 Executive Vice President
9 Delaware Avenue Chief Lending Officer
Liberty
NY, 12754
Hon. Lawrence Director (I) 86 7,220.000 0.47 Attorney
H. Cooke Director since 1985
Monticello
NY, 12701
John W. Galligan Director (II) 63 13,535.000 0.89 Land Surveyor
P.O. Box 71 Director since 1982
Monticello
NY, 12701
Douglas A. Heinle Director (III) 70 16,975.000 1.11 Retired
Cochecton Center Director since 1982
NY, 12727
Solomon Katzoff Director (II) 74 24,941.000 <F3> 1.64 Real Estate Broker
Lake Huntington Director since 1982
NY, 12752
Gibson E. McKean Director (I) 65 31,949.822 2.09 Real Estate Broker
Highland Lake Director since 1982
NY, 12743
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Included in this number are 6,600 shares owned jointly by Mr. Keesler and his wife Jane Keesler and 4,620
shares owned by Jane Keesler.
<F2> Included in this number are 1,122 shares owned jointly by Mr. Gempler and his wife Lorraine Gempler.
<F3> Included in this number is 4,587 shares owned by Mr. Katzoff's wife Gertrude Katzoff.
<F4> Included in this number is 1,526 shares owned by Mr. Sykes' wife Joyce Sykes.
<F5> These shares are registered in the name of Gilbert Weiss and Eleanor Weiss Family Trust.
<F6> Included in this number is 4,620 shares owned by Mr. Wilde's wife Elizabeth J. Wilde.
<F7> Included in this number are 1,262 shares owned jointly by Mr. Walter and his wife Nancy Walter and 2,313.869
shares owned by Raymond L Walter custodian for Janelle D. Walter.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Owned
Name and Address Position (Class) Age Stock Owned Percentage Principal Occupation
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James F. Roche Director (III) 66 32,738.000 2.15 Automobile Dealer
Callicoon Director since 1982
NY, 12723
Edward T. Sykes Director (I) 55 23,593.000 <F4> 1.55 Insurance Broker
Callicoon Director since 1982
NY, 12723
Gilbert E. Weiss Director (III) 77 52,800.000 <F5> 3.46 Retired
RD1 Box 1374 Director since 1982
Beach Lake
PA, 18405
Earle A. Wilde Director (II) 71 21,351.001 <F6> 1.40 Agricultural
Consultant
P.O. Box 386 Director since 1982
Jeffersonville
NY, 12748
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<FN>
<F1> Included in this number are 6,600 shares owned jointly by Mr. Keesler and his wife Jane Keesler and 4,620
shares owned by Jane Keesler.
<F2> Included in this number are 1,122 shares owned jointly by Mr. Gempler and his wife Lorraine Gempler.
<F3> Included in this number is 4,587 shares owned by Mr. Katzoff's wife Gertrude Katzoff.
<F4> Included in this number is 1,526 shares owned by Mr. Sykes' wife Joyce Sykes.
<F5> These shares are registered in the name of Gilbert Weiss and Eleanor Weiss Family Trust.
<F6> Included in this number is 4,620 shares owned by Mr. Wilde's wife Elizabeth J. Wilde.
<F7> Included in this number are 1,262 shares owned jointly by Mr. Walter and his wife Nancy Walter and 2,313.869
shares owned by Raymond L Walter custodian for Janelle D. Walter.
</FN>
</TABLE>
There are no beneficial owners who own 5% or more of the outstanding
common stock.
5
<PAGE>
DIRECTOR AND EXECUTIVE OFFICER INFORMATION
Each director and executive officer has served with or been employed by
the Company and/or the Bank continuously for the past five years.
No director or executive officer sits on the board of directors of any
corporation with a class of securities registered with the Securities and
Exchanges Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, subject to the requirements of Section 15 (d) of such act,
or any company registered under the Investment Company Act of 1940, as
amended.
There are no family relationships among or between any of the directors
or executive officers of the Company.
All reporting requirements of Section 16 (a) of the Exchange Act were met.
COMMITTEES OF THE BOARD OF DIRECTORS
The Bank's Board Committees are described below.
The Board of Directors has a standing Examining Committee on which board
membership is rotated annually. It was composed of Messrs. Roche (Chairman),
Katzoff and Weiss on December 31, 1999. The function of the Examining
Committee is to institute, oversee and assist the internal and external bank
auditors. The Audit Committee had four regularly scheduled meetings during
1999.
The Board of Directors does not have a standing Nominating Committee.
Nominations are made by resolution at a Board of Directors meeting.
The Board of Directors has a standing Salary and Personnel Committee on
which board membership is rotated annually. It was composed of Messrs. Heinle
(Chairman), Keesler, Gempler, Galligan, Cooke and Walter on December 31,
1999. The function of the Salary and Personnel Committee is to review the
compensation and benefits of the directors, officers and executive officers
of the Company. The Salary and Personnel Committee had four regularly
scheduled meetings during 1999.
The Board of Directors has a standing Loan Committee on which board
membership is rotated monthly. It was composed of Messrs. Keesler (Chairman),
Walter, Galligan, Heinle and Katzoff on December 31, 1999. The function of
this committee is to review loan applications for new credit extensions. The
Loan Committee had 24 scheduled meetings during 1999.
The Strategic Planning Committee of the Board of Directors is also
rotated annually. It was composed of Messrs. McKean (chairman), Keesler,
Sykes, Wilde, Walter and Rhodes on December 31, 1999. The function of this
committee is to look ahead to prepare for future trends and changes. They
also serve as the Data Processing Committee reviewing future changes and
enhancements in the Bank's data processing applications. This committee had
four meetings during 1999.
The Board of Directors has a standing Compliance Committee on which
board membership is rotated annually. It was composed of Messrs. Keesler
(Chairman), Gempler, Walter, Bodenstein (Compliance Officer) and Bertot
(Auditor) on December 31, 1999. The function of the Compliance Committee is
to review any and all compliance issues of the bank. The Compliance Committee
had five meetings during 1999.
The Board of Directors has a Building Committee that meets on an ad hoc
basis. Members are appointed for specific meetings as called by the Board
Chairman or President.
The Company had 13 regularly scheduled Board meetings during 1999. Each
director has attended at least 75% of the of the Board of Directors meetings.
The Bank had 13 regularly scheduled meetings during 1999. Each director has
attended at least 75% of the of the Board of Directors meetings.
6
<PAGE>
REMUNERATION OF MANAGEMENT AND OTHERS
EXECUTIVE COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
- ----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) <F1> <F2>
Restricted
Profit Other Annual Stock Options LTIP All Other
Name and Salary Sharing Compensation Award(s) SARs Payouts Compensations
Principal Position Years ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Raymond L. Walter 1999 178,904 39,800 13,300 0 0 0 0
President 1998 173,328 31,689 12,100 0 0 0 0
1997 158,439 12,580 11,300 0 0 0 0
K. Dwayne Rhodes 1999 135,906 24,243 9,700 0 0 0 0
Exec. Vice President 1998 126,346 20,297 10,500 0 0 0 0
1997 119,852 9,180 10,500 0 0 0 0
John M. Riley<F1> 1999 92,549 18,390 6,500 0 0 0 0
Senior Vice President 1998 90,919 14,516 7,300 0 0 0 0
- ---------
<FN>
<F1> Mr. Riley's compensation did not reach the reportable level until 1998.
<F2> Does not include the value of perquisites and other personal benefits because the aggregate of such compensation,
if any, does not exceed the lesser of $50,000 or 10% of the total amount of annual salary and bonus for the individual
for that year.
</FN>
</TABLE>
The Bank pays members of its Board of Directors an honorarium of $500
per meeting of the Board attended, with two absences per year also paid and
$400 per meeting attended for members who serve on each of the Examining
Committee, Personnel Committee, Strategic Planning Committee and Loan
Committee. The Chairman of the Board is paid a $60,000 annual fee in addition
to regular meeting fees. The Board Secretary is paid $500 per meeting in
addition to regular meeting and committee fees. The Company pays no
honorariums to its Board of Directors.
Employee Benefit Plans
Tax-Deferred Savings Plan
The Company maintains a qualified 401K plan for all employees, which
permits tax-deferred employee contributions up to 15% of salary and provides
for matching contributions by the Company: In 1998, the Company matched 100%
of employee contributions up to 4% of the employee's salary and 25% of the
next 2% of the employee's salary. The Company contributed approximately
$107,000 in 1999, $111,000 in 1998, and $117,000 in 1997. During 1999 the
Bank contributed $7,200, $6,657 and $5,022 for Messrs. Walter, Rhodes and
Riley, respectively, which amounts are included in the Executive Compensation
Table.
7
<PAGE>
Pension Plan
The Bank has a defined benefit pension plan (using the New York State
Bankers Retirement Plan Protoype) (the "Pension Plan") covering substantially
all of its employees. The benefits are based on years of service and the
employee's average compensation during the five consecutive years in the last
10 years of employment affording the highest such average. All W-2
compensation paid by the Bank to its employees up to $150,000 per year is
covered by the Pension Plan, but this limitation of $150,000 may be higher
due to increases in the Consumer Price Index. Participants in the Pension
Plan may choose the following benefit option: one-sum payment, automatic
joint and survivor annuity, life annuity with 120 stipulated payments, or
full cash refund annuity. The Bank's funding policy is to contribute annually
the maximum amount that can be deducted for Federal income tax purposes.
Contributions are intended to provide not only benefits attributed to service
to date but also for those expected to be earned in the future.
The following table sets forth the estimated annual benefits payable
upon retirement to persons who have earned the specified average annual
compensation and who have completed the specified years of creditable
service:
<TABLE>
<CAPTION>
Annual Years of Creditable Service
Average
Compensation 15 20 25 30 35 40
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 25,000 $ 4,725 $ 6,300 $ 7,875 $ 9,450 $ 11,025 $ 12,275
$ 50,000 10,695 14,260 17,825 21,390 24,955 27,455
$ 75,000 17,258 23,010 28,763 34,515 40,268 44,018
$100,000 23,820 31,760 39,700 47,640 55,580 60,580
$150,000 36,945 49,260 61,575 73,890 86,205 93,705
$200,000 50,070 66,760 83,450 100,140 116,830 126,830
</TABLE>
The single plan maximum benefit limit under Internal Revenue Code
Section 415 as of January 1, 1999 is $130,000.
The maximum annual compensation allowed under a qualified plan is
$160,000 for 1999. The benefits above were computed assuming that (i) the
normal form of payment to a single participant is used and (ii) the employee
turns 65 in December 1999.
The estimated creditable years of service until retirement for Messrs.
Walter and Rhodes (the two executive officers in the proceeding Executive
Compensation Table, who participate in the Pension Plan) are 37 and 32 years,
respectively.
Profit Sharing Plan
The Bank has a profit sharing plan (the "Profit Sharing Plan") in which
all employees of the Bank with one complete year of service as of November 30
may participate for that fiscal year. Employees with less than one year of
service are eligible for 1/12 of their normal share for each month of
service. A profit sharing percentage is developed for each employee of the
Bank ranging firm 7% to 13% of base salary, as determined by the Personnel
Evaluation Committee of four senior members of management. During 1998, the
Bank paid Messrs. Walter, Rhodes and Riley $32,600 or 18.2%, $17,586 or
11.5%, and $13,368 or 12.1%, respectively, pursuant to the Profit Sharing
Plan, which amounts are included in the preceeding Executive Cash
Compensation Table.
8
<PAGE>
Change of Control Severance Payment Plan
The Board of Directors of the Company decided in 1996, that it would be
in the best interest of the Company and the Bank to institute certain
policies and procedures that would have the effect of securing the continued
services of highly competent and dedicated senior officers of the Bank while
discouraging hostile or unsolicited takeover attempts. As a result, the Board
of Directors adopted through a resolution that Certain Change of Control
Severance Payment Plan (the "Plan"), on January 19, 1996.
The Plan applies to senior management officers of the Bank (the
"Executives") and becomes effective when any Executive experiences a
Termination Event (as defined below) within 18 months following the date of a
Change of Control (a defined below). The Plan defines a "Termination Event"
to mean, (a) a termination of the Executive's employment with the Company
and/or the Bank; (b) a failure to renew the Executive's employment with the
Company and/or the Bank; (c) a decrease in the Executive's total
compensation; and (d) an adverse change in the Executive's place of
employment. The Plan defines "Change of Control" to mean, (i) a merger or
consolidation of the Bank or the Company with or into another entity,
immediately after which the equity holders of the Company immediately prior
to the Change of Control (the "Historic Shareholders") own, in the aggregate
less than 50% of the outstanding equity securities of the surviving entity;
(ii) a sale of outstanding or newly issued equity securities of either the
Company or the Bank with the result that the Historic Shareholders own, in
the aggregate less than 50% of the outstanding equity securities of the
Company or the Bank; or (iii) a sale or exchange of more than 50% of the
gross assets of either the Company or the Bank.
The Plan provides that if any Executive experiences a Termination Event
within 18 months following the date of a Change of Control, then the Company,
the Bank , or any successor in interest thereof, shall pay to the Executive a
severance payment in cash equal to three times such Executive's highest
yearly aggregate salary and cash bonus during the three years immediately
preceding the year in which the Termination Event occurs.
The Plan is not the subject of a contract or an agreement entered into
between the Company and any Executive, but is merely a reflection of the
Board's policy currently in effect. The Plan may be amended, modified, or
rescinded at any item prior to a Change of Control by the affirmative vote of
80% or more of the directors sitting on the Board of Directors. In addition,
it should be noted that the Plan specifically defines "Executive" to mean any
senior management officer of the Bank. Any executive or senior management
officer of the Company, therefore, who is not also a senior management
officer of the Bank, would not be covered by the Plan.
Bank Owned Life Insurance
Life insurance coverage is provided for executive officers on an
endorsement split dollar arrangement. The economic benefit (the imputed
income amount of the split dollar plan ) is included in column (c) of the
executive compensation table.
Life insurance coverage is being provided to directors under an
endorsement split dollar arrangement The following are the directors and the
economic value of their respective life insurance coverage: John Galligan
$557; John Gempler $317; Douglas Heinle $1,007; Arthur Keesler
$716; Gibson McKean $519; Edward Sykes $188; and Gilbert Weiss $1,647.
9
<PAGE>
REPORT OF THE PERSONNEL COMMITTEE
DATED FEBRUARY 6, 1998
This Committee establishes policies relating to the compensation of
employees, officers and executive officers. All decisions by the Personnel
Committee are ratified by the Board of Directors
Compensation levels for officers and executive officers from March 1,
1999 through February 29, 2000 were fixed by the Board of Directors based on
recommendations of the Committee. The base compensation to be paid to the
executive officers in 2000 was, on the average, approximately 9.0% above that
paid in 1998.
The compensation recommended and approved for executive officers is
intended to further the earnings and financial strength of the Company
through the focus of attention on efficient and productive operations in an
increasingly competitive environment. To achieve this goal, the Company's
Executive Compensation Policy integrates annual base compensation with profit
sharing based on corporate performance and individual initiatives. In
evaluating annual executive compensation, the Committee examines net income,
earnings per share, return on equity, asset growth, and total return to
shareholders.
The Bank's management performance was satisfactory in 1998-1999 despite
the difficult economic conditions.
In making its recommendations for executive officer compensation,
including that for the Chief Executive Officer, the Committee considers a
number of factors, including an appraisal of the officer's performance, the
earnings performance of the Company, and information supplied by a regionally
recognized compensation consulting firm.
The base compensation of the Chief Executive Officer, Raymond Walter,
was increased in 1999 by $10,556 over 1998 and following a base increase from
1997 to 1998 of $7,018.
The Committee based its recommendation largely on Mr. Walter's
performance as President in 1994-99, as well as past performance, and the
Committee believes he has shown the ability to effectively lead the Company
and respond to a difficult and changing business environment.
Douglas Heinle, Chairman
Salary and Personnel Committee
TRANSACTIONS WITH MANAGEMENT
In the ordinary course of its banking business, the Bank has had and
anticipates it will continue to have transactions with various of its
executive officers, directors and their associates, including corporations in
which such directors own a beneficial interest. To the extent such
transactions consisted of extensions of credit of any material amount, such
transactions have been made in the ordinary course of the Bank's business, on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other Bank
customers, and do not involve more than the normal risk of collectability or
other unfavorable features.
10
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph on the following page sets forth the cumulative total
shareholder return on the Company's Common Stock for the last five fiscal
years, assuming the investment of $100 on December 31, 1994 and the
reinvestment of all dividends since that date to December 31, 1999. The graph
also contains for comparison purposes the NASDAQ Financial Companies Index
and the NASDAQ Total US Index. The Data used was obtained from published
sources and is believed to be accurate.
Comparison of Five-Year Cumulative Return
Fiscal Year Ended December 31
[GRAPH]
<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>
Jeffersonville Bancorp 100.00 91.94 99.23 115.29 130.30 145.88
NASDAQ--Total US 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ Financial Index 100.00 145.68 187.03 286.11 277.72 274.02
</TABLE>
11
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that the proxies in the accompanying form will
be voted in respect thereof in accordance with the judgment of those voting
the proxies.
DOCUMENTS INCORPORATED BY REFERENCE
1. Item 7 Form 10-K, Management's Discussion and Analysis of Financial
Condition and Results of Operations.
2. Jeffersonville Bancorp's 1999 Annual Report to Stockholders.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 will be supplied to stockholders without charge, upon
written request directed to Charles E. Burnett, P.O. Box 398, Jeffersonville,
New York 12748.
BY THE ORDER OF THE BOARD OF DIRECTORS
Arthur E. Keesler
President
12
<PAGE>
Jeffersonville Bancorp
P.O. Box 398, Jeffersonville, New York 12748
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF JEFFERSONVILLE BANCORP
The undersigned hereby appoints, Allan Sommer, Salvatore Princiotta, and
Barbara Hahn with full power of substitution and resubstitution, proxies of
the undersigned, with all of the powers that the undersigned would possess if
personally present to cast all the votes which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders ("Annual Meeting") of
Jeffersonville Bancorp to be held on Tuesday, April 25, 2000 at The First
National Bank of Jeffersonville, 4866 State Route 52, Jeffersonville, New
York commencing at 3:00 p.m., Jeffersonville, New York time, and any and all
adjournments thereof, including (without limiting the generality of the
foregoing) to vote and act as indicated on the reverse side.
In their discretion, the proxies are authorized to vote upon such
business as may properly come before the Annual Meeting. This Proxy will be
voted at the Annual Meeting or any adjournment thereof in accordance with the
instructions set forth on the reverse, or in the event no instructions are
set forth, this Proxy will be voted FOR each of the nominees for director and
FOR the ratification of the appointment of KPMG LLP as independent auditors.
(continued on the back)
<PAGE>
1. ELECTION OF DIRECTORS
a. Nominees to serve three-year terms expiring at 2003 Annual Meeting.
____ FOR the nominees listed below. (Except as indicated to the contrary)
____ WITHHOLD AUTHORITY to vote for the nominees listed below.
John W. Galligan, Solomon Katzoff, Arthur E. Keesler, Earle A. Wilde and
Raymond Walter Instruction: To withhold authority for an individual
nominee(s), write the name(s) here:
- -------------------------------------------------------------------------------
2. Proposal to ratify the appointment of the firm of KPMG LLP as independent
auditors of Jeffersonville Bancorp for the fiscal year ending December 31,
2000.
FOR_________ AGAINST_________ ABSTAIN_________
3. In their discretion, the proxies to vote upon such other business as may
properly come before the Annual Meeting.
IMPORTANT: Please date this proxy and sign exactly as your name appears to
the left. If shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give title
as such. If a corporation, please sign in full corporate name by president of
or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Date:______________________________________________________, 2000
Signed:__________________________________________________________
Please complete, sign, date and return promptly this Proxy in the enclosed
stamped, addressed return envelope.
