<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
Queens County Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
March 20, 1998
Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Queens County Bancorp, Inc., the holding company for Queens County Savings
Bank, Flushing, New York, which will be held on April 22, 1998, at 10:00 a.m.,
Eastern Standard Time, at the Sheraton LaGuardia East Hotel, 135-20 39th Avenue,
in Flushing, New York.
The attached notice of the Annual Meeting and Proxy Statement describes
the formal business to be transacted at the Annual Meeting. Directors and
officers of Queens County Bancorp, Inc., as well as a representative of KPMG
Peat Marwick LLP, the Company's independent auditors, will be present at the
Annual Meeting to respond to any questions that our shareholders may have.
The Board of Directors of Queens County Bancorp, Inc. has determined
that the matters to be considered at the Annual Meeting are in the best
interests of the Company and its shareholders. For the reasons set forth in the
Proxy Statement, the Board unanimously recommends that you vote "FOR" each
matter to be considered.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR
COOPERATION IS APPRECIATED AS A MAJORITY OF THE COMMON STOCK MUST BE
REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE
CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the
Company, I thank you for your continued interest and support.
Sincerely,
/s/ Joseph R. Ficalora
Joseph R. Ficalora
Chairman, President, and
Chief Executive Officer
<PAGE> 3
QUEENS COUNTY BANCORP, INC.
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1998
----------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Queens County Bancorp, Inc. will be held on April 22, 1998,
at 10:00 a.m., Eastern Standard Time, at the Sheraton LaGuardia East Hotel,
135-20 39th Avenue, in Flushing, New York.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of four directors to three-year terms of office
each;
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of
common stock.
3. The ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors of the Company for the fiscal year
ending December 31, 1998; and
4. Such other matters as may properly come before the meeting or
any adjournments thereof, including whether or not to adjourn
the meeting.
The Board of Directors has established March 6, 1998, as the record
date for the determination of shareholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the common stock of the Company as of the close of business on that date will
be entitled to vote at the Annual Meeting or any adjournments thereof. In the
event that there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of shareholders entitled to vote at the Annual Meeting will
be available at Queens County Bancorp, Inc., 38-25 Main Street, Flushing, New
York 11354, for a period of ten days prior to the Annual Meeting and will also
be available at the meeting itself.
By Order of the Board of Directors,
/s/ Michael J. Lincks
Michael J. Lincks
Flushing, New York Executive Vice President and
March 20, 1998 Corporate Secretary
<PAGE> 4
QUEENS COUNTY BANCORP, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
-----------------------
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to shareholders of Queens
County Bancorp, Inc. (the "Company") in connection with the solicitation by the
Board of Directors ("Board of Directors" or "Board") of proxies to be used at
the Annual Meeting of Shareholders (the "Annual Meeting"), to be held on April
22, 1998, and at any adjournments thereof. The 1997 Annual Report to
Shareholders, including consolidated financial statements for the fiscal year
ended December 31, 1997, accompanies this proxy statement, which is first being
mailed to shareholders on or about March 20, 1998.
Regardless of the number of shares of common stock owned, it is
important that holders of a majority of the shares be represented by proxy or in
person at the Annual Meeting. Shareholders are requested to vote by completing
the enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND FOR THE
RATIFICATION OF THE SPECIFIC PROPOSALS PRESENTED THEREIN.
Other than the matters listed on the attached Notice of Annual Meeting
of Shareholders, the Board of Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof, including whether or not to adjourn the meeting.
A proxy may be revoked at any time prior to its exercise by the filing
of a written notice of revocation with the Corporate Secretary of the Company,
by delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. HOWEVER, IF YOU ARE A
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE
ANNUAL MEETING.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. In addition to the solicitation of proxies by mail,
ChaseMellon Shareholder Services, L.L.C., a proxy solicitation firm, will assist
the Company in soliciting proxies for the Annual Meeting and will be paid a fee
of $4,000, plus out-of-pocket expenses. Proxies
1
<PAGE> 5
may also be solicited personally or by telephone by directors, officers, and
other employees of the Company and its subsidiary, Queens County Savings Bank
(the "Bank"), without additional compensation therefor. The Company will also
request persons, firms, and corporations holding shares in their names, or in
the name of their nominees, which are beneficially owned by others, to send
proxy material to and obtain proxies from such beneficial owners, and will
reimburse such holders for their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on March 6, 1998, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 14,883,983 shares.
As provided in the Company's Certificate of Incorporation, holders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as by, persons acting in concert with
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event that there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote for the election of the
nominees proposed by the Board of Directors, or to withhold authority to vote
for one or more of the nominees being proposed. Under Delaware law and the
Company's Bylaws, directors are elected by a plurality of votes cast, without
regard to either (i) broker non-votes, or (ii) proxies as to which authority to
vote for one or more of the nominees being proposed is withheld.
As to the approval of the amendment to the company's Certificate of
Incorporation increasing the number of authorized shares of common stock and the
ratification of the appointment of KPMG Peat Marwick LLP as independent auditors
of the Company and all other matters that may properly come before the Annual
Meeting, by checking the appropriate
2
<PAGE> 6
box, you may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" with respect to the item. Under the Company's Bylaws, unless otherwise
required by law, all such matters shall be determined by a majority of the votes
cast affirmatively or negatively, without regard to either (a) broker non-votes,
or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to ChaseMellon Shareholder
Services, L.L.C., and will be tabulated by inspectors of election designated by
the Board of Directors, who will not be employed by, or be a director of, the
Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date or as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission ("SEC"), in accordance with Sections 13(d) and 13(g) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), by such
persons and groups. Other than those persons listed below, the Company is not
aware of any person or group, as such term is defined in the Exchange Act, that
owns more than 5% of the Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Queens County Savings Bank Employee 3,077,191(1) 20.67%
Stock Ownership Plan ("ESOP")
38-25 Main Street
Flushing, New York 11354
</TABLE>
- ----------------
(1) Shares of Common Stock were acquired by the ESOP in the conversion of the
Bank from mutual to stock form (the "Conversion"), and after the Conversion,
through purchases in the open market. Harold E. Johnson, Donald M. Blake,
and Luke D. Lynch administer the ESOP as a committee (the "ESOP Committee").
An independent corporate trustee has been appointed as the trustee for the
ESOP ("ESOP Trustee"). The ESOP Trustee must vote all allocated shares held
in the ESOP in accordance with the instructions of the participants. Under
the ESOP, unallocated shares will be voted by the ESOP Trustee in a manner
calculated to most accurately reflect the instructions received from
participants regarding the allocated stock so long as such vote is in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). At March 6, 1998, 1,055,784 shares were
allocated under the ESOP and 2,021,407 were unallocated. Shares adjusted for
the 3-for-2 stock splits effective April 10, 1997 and October 1, 1997.
3
<PAGE> 7
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
All persons standing for election as director were unanimously
nominated by the Nominating Committee of the Board of Directors. No person being
nominated as a director is being proposed for election pursuant to any agreement
or understanding between any person or the Company.
Pursuant to its Bylaws, the number of directors of the Company is set
at ten (10), unless otherwise designated by the Board of Directors. The ten
members of the Board of Directors of the Company also presently serve as
directors of the Bank. Directors are elected for staggered terms of three years
each, with the term of office of only one of the three classes of directors
expiring each year. Directors serve until their successors are elected and
qualified.
The nominees proposed for election at this year's Annual Meeting are
Harold E. Johnson (1), Luke D. Lynch, Henry E. Froebel, and Howard C. Miller.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that the proxies will be voted for the
election of such other person as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any of the
persons named will be unable or unwilling to serve. UNLESS AUTHORITY TO VOTE FOR
THE NOMINEE IS WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE
ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE ELECTION
OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE ELECTION OF THE NOMINEES NAMED IN THIS
PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS, AND EXECUTIVE
OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees and of the continuing directors and executive officers, their ages, and
a brief description of their recent business experience, including present
occupations and employment, directorships held by each, the year in which each
became a director, and the year in which their terms (or in the case of the
nominees, their proposed terms) as director of the Company expire. The table
also sets forth the amount of Common Stock and the percent thereof beneficially
owned by each and all directors and executive officers as a group as of the
Record Date.
(1) In accordance with the Bylaws of the Company and the Bank, which each
provide that a director cannot serve beyond December 31st of the year
in which he attains the age of 80, Mr. Johnson will retire as a
director of the Company and the Bank effective December 31, 1998. It is
anticipated that subsequent to his retirement, Mr. Johnson will serve
as a consulting director. At such time, the Company will take
appropriate action including the consideration of reducing the number
of its Board of Directors whereby the Board of Directors shall consist
of nine members.
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- -------- -------- ------------ ----------
NOMINEES
<S> <C> <C> <C> <C> <C>
Harold E. Johnson 79 1965 2001 144,631 (3)(4) .97%
Retired Executive Vice
President, Chief Financial
Officer, and Director of
Continental Corporation, an
insurance holding company;
Director of Independence Holding
Company, a diversified holding
corporation in Connecticut.
Luke D. Lynch 76 1978 2001 114,388 (3)(4) .77
Senior partner at the law firm
of D'Amato and Lynch;
Director of Baltica-
Scandinavia Reinsurance
Company of America, Inc.;
Director of Pawadin
Reinsurance Corp., and
Merrion Insurance Company.
Henry E. Froebel 74 1984 2001 61,620 (3)(4) .41
Retired Vice Chairman of
Rollins Hudig Hall of New
York, an insurance brokerage
firm.
Howard C. Miller 74 1985 2001 52,136 (3)(4) .35
Retired Senior Vice
President-Mortgages of the
Bank.
CONTINUING DIRECTORS
Max L. Kupferberg 78 1983 1999 667,111 (3)(4)(5) 4.46
Treasurer and General
Manager of Kepco, Inc., a
manufacturer of electrical
equipment.
Dominick Ciampa 64 1995 1999 64,148 (3)(4)(5) .43
Principal, Ciampa
Organization, a local real
estate development firm.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- -------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Richard H. O'Neill 66 1995 1999 30,931 (3)(4) .21
Financial consultant;
Retired Executive Vice
President, Finance, New
York Shipping Assoc., Inc.
Donald M. Blake 73 1968 2000 133,878 (3)(4)(5) .89
President and Chief Executive
Officer of Joseph J. Blake &
Assoc., Inc. a national real
estate appraisal company.
Joseph G. Chisholm 67 1988 2000 36,028 (3)(4) .24
President, Joseph G.
Chisholm & Co.; previously
Senior Vice President of a
NYSE brokerage firm.
Joseph R. Ficalora 51 1989 2000 492,924 (6)(7)(8) 3.26
Chairman of the Board,
President, and Chief
Executive Officer of the
Company; President and
Chief Executive Officer of
the Bank since January 1,
1994 and Chairman of the
Bank since May 20, 1997;
President and Chief
Operating Officer of the Bank
from 1989 to December 31,
1993.
NAMED EXECUTIVE OFFICERS
Michael J. Lincks 40 -- -- 211,711 (6)(7)(8) 1.41
Executive Vice President and
Corporate Secretary of the
Company; Executive Vice
President of the Bank since
1992; former Senior Vice
President-Real Estate Lending
and First Vice President-
Comptrollers Department at
another financial institution;
Executive Vice President of
each of the Bank's
subsidiaries.
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL EXPIRATION COMMON STOCK
OCCUPATION AT PRESENT DIRECTOR OF TERM AS BENEFICIALLY PERCENT OF
AND FOR PAST FIVE YEARS AGE SINCE (1) DIRECTOR OWNED (2) CLASS
----------------------- --- -------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Russ DiBenedetto 55 -- -- 208,162 (6)(7)(8) 1.39
Senior Vice President of the
Company; Senior Vice
President and Auditor of the
Bank since 1991; prior to
1991, Auditor of the Bank;
Auditor of each of the Bank's
Subsidiaries.
James J. O'Donovan 55 -- -- 201,059 (6)(7)(8) 1.34
Senior Vice President of the
Company; Senior Vice
President and Mortgage
Officer of the Bank since
1987; President of each of the
Bank's subsidiaries.
Robert Wann 43 -- -- 191,051 (6)(7)(8) 1.28
Senior Vice President,
Comptroller, and Chief
Financial Officer of the
Company; Senior Vice
President and Comptroller of
the Bank since 1992; formerly
Vice President and
Comptroller of the Bank;
Treasurer of each of the
Bank's subsidiaries.
All directors and executive
officers as a group (14 2,609,778 (9) 17.41%
persons)
</TABLE>
- --------------------------------
(1) Includes years of service as a trustee or director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted). Shares adjusted for the 3-for-2 stock split
effective September 30, 1994, the 4-for-3 stock split effective August 22,
1996, and the 3-for-2 stock splits effective April 10, 1997 and October 1,
1997 (the "Stock Splits").
(3) Includes 819 shares pursuant to awards granted to each Messrs. Ciampa and
O'Neill, respectively, under the Queens County Savings Bank Recognition and
Retention Plan for Outside Directors ("Directors' RRP") which have not yet
vested. Although awards granted to Messrs. Ciampa and O'Neill under the
plan vest at a rate of 33-1/3% per year commencing October 17, 1996 and
November 21, 1996, respectively, each participant presently has voting
power as to the shares awarded. All shares awarded to Messrs. Johnson,
Blake, Lynch, Kupferberg, Froebel, Miller, and Chisholm under the
Directors' RRP were vested at November 23, 1996.
(4) Includes 92,425; 92,425; 62,425; 72,760; 30,028; 34,528; 18,028; 8,418; and
13,381 shares underlying options granted to Messrs. Johnson, Blake, Lynch,
Kupferberg, Froebel, Miller, Chisholm, Ciampa, and O'Neill, respectively,
under the Queens County Bancorp, Inc. 1993 Stock Option Plan for Outside
Directors ("Directors' Option Plan") all of which are currently
exercisable. Also includes 900 and 13,231 shares underlying options granted
to Messrs. Chisholm and O'Neill respectively, under the Queens County
Bancorp, Inc. 1997 Stock Option Plan, all of which are currently
exercisable. Excludes 18,000 shares underlying options granted each to
Messrs. Johnson, Blake, Lynch, Kupferberg, Froebel, Miller, and Ciampa,
respectively, under the Queens County Bancorp,
7
<PAGE> 11
Inc. 1997 Stock Option Plan which become exercisable July 21, 1998.
Excludes 17,100 and 4,769 shares underlying options granted to Messrs.
Chisholm and O'Neill, respectively, under the Queens County Bancorp, Inc.
1997 Stock Option Plan which become exercisable July 21, 1998.
(5) Includes 11,122 and 95,274 shares owned by spouses of Messrs. Blake and
Kupferberg, respectively, for which the directors disclaim beneficial
ownership. Also includes 2,250 shares wherein Mr. Ciampa is co-trustee
along with his spouse, of trusts for his children.
(6) Includes, 19,665; 9,834; 9,834; 9,834; and 9,834 shares pursuant to awards
granted to Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann,
respectively, under the Queens County Savings Bank Recognition and
Retention Plan for Officers and Employees ("Officers' and Employees' RRP")
which have not yet vested. Although awards granted under the Officers' and
Employees' RRP vest at a rate of 20% per year commencing January 1, 1995,
each participant presently has voting power as to the shares awarded. At
March 6,1998, four-fifths of the awards granted to the executive officers
under the Officers' and Employees' RRP had vested.
(7) Includes 215,087; 84,640; 84,425; 88,520; and 75,222 shares underlying
options granted to Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and
Wann, respectively, under the Queens County Bancorp, Inc. 1993 Incentive
Stock Option Plan ("Incentive Option Plan"), all of which are currently
exercisable. Also includes 3,030 shares underlying options granted to Mr.
DiBenedetto under the Queens County Bancorp, Inc. 1997 Stock Option Plan,
all of which are currently exercisable. Excludes 105,750; 45,000; 41,970;
45,000; and 45,000 shares underlying options granted to Messrs. Ficalora,
Lincks, DiBenedetto, O'Donovan, and Wann, respectively, under the Queens
County Bancorp, Inc. 1997 Stock Option Plan, which become exercisable on
July 21, 1998.
(8) Includes 20,947; 23,992; 20,788; 21,956; and 21,246 shares allocated under
the ESOP to the accounts of Messrs. Ficalora, Lincks, DiBenedetto,
O'Donovan, and Wann, respectively. Includes 37,414; 20,819; 31,248; 12,498
and 11,498 shares purchased by the Incentive Savings Plan of Queens County
Savings Bank trustee for the accounts of Messrs. Ficalora, Lincks,
DiBenedetto, O'Donovan, and Wann, respectively. Also includes 66,663;
23,725; 12,883; 18,002; and 14,751 shares allocated under the Queens County
Savings Bank Supplemental Benefits Plan to the accounts of Messrs.
Ficalora, Lincks, DiBenedetto, O'Donovan, and Wann, respectively.
(9) Includes 1,638 shares pursuant to awards granted to directors in the
aggregate under the Directors' RRP which are unvested. Includes 59,001
shares pursuant to awards granted to executive officers in the aggregate
under the Officers' and Employees' RRP which are unvested. Includes 424,418
shares underlying options granted to directors under the Directors' Option
Plan and 547,894 shares underlying options granted to executive officers
under the Incentive Option Plan, all of which are currently exercisable.
Includes 14,131 shares underlying options granted to directors and 3,030
shares underlying options granted to executive officers under the Queens
County Bancorp, Inc. 1997 Stock Option Plan. Also includes 108,929;
113,477; and 136,024 shares accumulated for the benefit of executive
officers in the aggregate under the ESOP, Incentive Savings Plan, and
Supplemental Benefits Plan, respectively. Excludes 430,589 shares
underlying options granted to directors and executive officers under the
Queens County Bancorp, Inc. 1997 Stock Option Plan which become exercisable
on July 21, 1998. Does not include 328,623 shares beneficially owned by the
estate of Daniel C. Maher, the former Chairman of the Board of the Bank,
who passed away in April 1997. Inclusion of such shares in the aggregate
total of shares held by the directors and executive officers as a group
would result in an increase in the percent of shares held by such group
from 17.41% to 19.59%.
8
<PAGE> 12
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company conducts its business through its
meetings and through activities of its committees. The Board of Directors of the
Company meets periodically. During 1997, the Board of Directors of the Company
held eleven (11) regular meetings. All of the directors of the Company attended
at least 75% of the total number of the Company's Board meetings held and
committee meetings on which such director served during fiscal year 1997. The
Board of Directors of the Company also maintains committees, the nature and
composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company consists of Messrs.
Kupferberg (Chairman), Lynch, and Froebel, all of whom are outside directors.
This committee meets with the Internal Auditor to review the summary of internal
audits of the Bank's quarterly results. The Audit Committee met two (2) times in
1997.
NOMINATING COMMITTEE. The Company's Nominating Committee for the 1998
Annual Meeting consisted of Messrs. Johnson (Chairman), Blake, Lynch,
Kupferberg, Froebel, and Ficalora. The committee considers and recommends the
nominees for director to stand for election at the Company's Annual Meeting of
Shareholders. The Company's Certificate of Incorporation and Bylaws provide for
shareholder nominations of directors. These provisions require such nominations
to be made pursuant to timely notice in writing to the Secretary of the Company.
The shareholder's notice of nomination must contain all information relating to
the nominee which is required to be disclosed by the Company's Bylaws and by the
Exchange Act. See "Additional Information - Notice of Business to Be Conducted
at an Annual Meeting." The members of the Nominating Committee met at the Board
meeting held on January 20, 1998.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consists of Messrs. Johnson (Chairman), Blake, and Lynch. This committee meets
to establish compensation for the executive officers and to review the incentive
compensation programs when necessary. The Compensation Committee met four (4)
times in 1997.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company do not receive any fees or
retainers for serving on the Company's Board of Directors. Outside directors of
the Bank receive an annual retainer of $15,000 and a fee of $500 per Board
meeting attended. Outside directors also receive an annual retainer for
Committee service ranging from $1,000 to $8,000, depending upon the committee,
and receive fees ranging from $250 to $500 for each committee meeting attended.
DIRECTORS' DEFERRED FEE PLAN. The Bank maintains the Queens County
Savings Bank 1993 Directors' Deferred Fee Stock Unit Plan (the "Directors'
Deferred Fee Plan"). This plan provides an opportunity for the members of the
Board of Directors of the Bank active in such capacity on the effective date of
the Plan, to defer receipt of fees otherwise currently payable to them in
exchange for the receipt at the time they cease to serve as Directors with a
benefit based on the value of the common stock of the Company, and to provide
the Bank with the use of the funds for business activities. The deferral of fees
under the Plan applies to all fees
9
<PAGE> 13
received by directors: regular meeting fees, special meeting fees, and committee
fees.
OUTSIDE DIRECTORS' CONSULTATION AND RETIREMENT PLAN. The Bank maintains
the Outside Directors' Consultation and Retirement Plan (the "Consultation
Plan") to provide benefits to outside directors and to ensure their continued
service and assistance in the conduct of the Bank's business in the future.
Under the Consultation Plan, a director who currently is not an officer or
employee of the Bank and has served as a director for at least ten years (with
credit given for prior service as a trustee of the Bank), has attained the age
of 65, and agrees to provide continuing consulting services to the Bank, will be
eligible, upon retirement, to receive an annual benefit equal to the average of
the director's annual retainer and meeting fees over the 36-month period
preceding the director's termination date, for a period equal to the lesser of
the number of months such director agrees to provide consulting services after
retirement, or ten years. The Consultation Plan is unfunded.
LIFE INSURANCE BENEFIT FOR OUTSIDE DIRECTORS. The Company provides life
insurance for outside directors of the Bank and the Company. The premiums paid
by the Company for this insurance coverage for each outside director during 1997
amounted to $4,059 and are tax deductible by the Company, assuming certain
requirements are met.
DIRECTORS' OPTION PLANS. The Company maintains the Queens County
Bancorp, Inc. 1993 Stock Option Plan for Outside Directors (Directors' Option
Plan") and the Queens County Bancorp, Inc. 1997 Stock Option Plan, the purposes
of which are to assist the Company in recruiting and retaining directors and, in
the latter case, key employees.
Under the Directors' Option Plan, in 1993, outside directors were
granted non-statutory stock options to purchase a number of shares of Common
Stock, depending upon length of Board service. Under the plan, Messrs. Johnson,
Blake, Lynch, Kupferberg, Froebel, Miller, and Chisholm were granted options to
purchase 92,425; 92,425; 92,425; 72,760; 57,028; 57,028; and 57,028 shares, as
adjusted for the Stock Splits, respectively, at an exercise price of $5.56. In
1995, Messrs. Ciampa and O'Neill were granted options to purchase 13,765 and
13,763 shares, as adjusted for the Stock Splits, at exercise prices of $13.76
and $13.24, respectively. All of these options vested one year from the date of
grant and are currently exercisable. Each option granted under the Directors'
Option Plan expires upon the earlier of ten (10) years following the date of
grant or one (1) year following the date the outside director ceases to be a
director.
Under the 1997 Queens County Bancorp, Inc. Stock Option Plan, during
1997, each outside director was granted non-statutory stock options (each with a
reload feature) to purchase 18,000 shares of Common Stock at an exercise price
of $23.45, as adjusted for the Stock Splits, which became exercisable on August
18, 1997. Pursuant to the Annual Stock Appreciation Program feature within the
plan (the "ASAP"), options generally may be exercised starting on January 21,
1998 and on each succeeding date immediately following the January Board meeting
(the "Automatic Exercise Date") thereafter until the Plan expires (for further
discussion see Executive Compensation-Stock Option Plans). The ASAP requires
each participant to make an investment in the Company by contributing to the
ASAP currently owned shares. Option exercises occur automatically when the Fair
Market Value on the Automatic Exercise Date exceeds by 5% or more the exercise
price of the lowest priced Option held by an optionee under the ASAP.
10
<PAGE> 14
BANK RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS. Under the
Directors' RRP, each outside director at the time of Conversion was awarded,
effective November 23, 1993, 19,170 shares of Common Stock, as adjusted for the
Stock Splits. Additionally, each person who was first elected as a director
subsequent to November 23, 1993, was awarded 2,457 shares of Common Stock, as
adjusted for the Stock Splits, which constituted all of the remaining shares
available in the plan. Awards to directors vest in three equal annual
installments commencing on the first anniversary of the effective date of the
award. Awards will be 100% vested upon termination of employment or service as a
director due to death, disability, or retirement of the director or following a
change in the control of the Bank or the Company. In the event that before
reaching normal retirement a director terminates service with the Bank or the
Company, the director's non-vested awards will be forfeited. When shares become
vested and are actually distributed in accordance with the Directors' RRP, the
recipients will also receive amounts equal to any accrued dividends with respect
thereto. Prior to vesting, recipients of awards may direct the voting of the
shares allocated to them.
EXECUTIVE COMPENSATION
The following report of the Compensation Committee and the stock
performance graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's chief executive officer and other
executive officers of the Company. The disclosure requirements for the chief
executive officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. The Compensation Committee
of the Company ("Compensation Committee") consists only of disinterested outside
directors. The members of the Compensation Committee also serve on the Salary
and Personnel Committee of the Bank. In fulfillment of the SEC requirement, the
Compensation Committee, at the direction of the Board of Directors, has prepared
the following report for inclusion in this Proxy Statement.
The Compensation Committee is responsible for conducting periodic
reviews of the executive compensation of senior executives, including the Chief
Executive Officer ("CEO"). The Compensation Committee determines salary levels
for senior executives and other officers and amounts of cash bonuses to be
distributed to those individuals, if and as appropriate. Grants of stock options
and restricted stock awards to senior management and key employees, under
certain of the Bank's and the Company's stock-based compensation plans, are also
determined by the Compensation Committee.
This report is submitted by the Compensation Committee and the Board of
Directors of the Company summarizing their involvement in the compensation
decisions and policies adopted by the Bank and the Company for executive
officers generally, and for the CEO, Joseph R. Ficalora, during 1997.
11
<PAGE> 15
General Policy. The executive compensation practices of the Company and
the Bank are designed to reward and provide an incentive for executives based on
the achievement of corporate and individual goals. Compensation levels for
executives are established after considering measures including, but not limited
to, financial performance and labor market conditions. Furthermore, qualitative
factors such as commitment, leadership, teamwork, and community involvement are
included in compensation deliberations. The Compensation Committee engaged the
Performance and Compensation Management Group of KPMG Peat Marwick LLP to assist
in the implementation of its Executive Compensation Plan. In its deliberations
during 1997, the Committee used these resources and publicly available
information. The Compensation Committee has complete access to all necessary
personnel records, financial reports, and other data.
Components of Compensation. In evaluating executive compensation, the
Compensation Committee concentrates on three fundamental components: salary,
annual bonus, and long-term incentive compensation.
Salary levels for senior executives and other officers are reviewed by
the Compensation Committee on an annual basis. Salary levels reflect an
individual's responsibilities and experience and the Compensation Committee's
view of competitive marketplace conditions.
Bonuses in the past have been used to provide cash distributions to
executives, depending upon a variety of factors relating to Bank performance and
individual performance. Although the Compensation Committee decisions are
discretionary and no specific goals are set, the general factors which are used
to determine bonuses are the individual's contribution to the Bank's success
since the executive's last evaluation and the demonstrated capacity to adapt to
meet future needs of the Bank. No particular weightings of the factors are used
to calculate bonuses. The Bank, however, has implemented a goal-based annual
incentive plan for its most senior executives, which is based on a full year's
performance. In preparation of the plan, data was collected on ten public banks
operating in the New York metropolitan area. The compensation paid to the
Executive officers and the financial performance of each bank comprising the
peer group were utilized in crafting the Banks' plan. This peer group is not
necessarily comprised of the same institutions which make up the peer group used
in the stock performance graph. The financial performance measures of the Bank
were within the top 10 percentile of its peers in return on average assets, net
interest rate spread and margin, total non-performing loans, net charge-offs to
average loans, and efficiency ratio.
The third component of the executive compensation strategy of the
Company and the Bank is its long-term incentive compensation program, under
which executives receive stock options which offer them the possibility of
future gains, depending on the executive's continued employment by the Company
or the Bank and the long-term price appreciation of the Company's Common Stock.
As part of the long-term program, the Bank also maintains the Officers' and
Employees' RRP which provides for grants of stock which vest over a five-year
period. In the view of the Compensation Committee, a portion of the total
compensation of senior executives over a period of years should consist of such
long-term incentive awards. The awards under these plans were granted in
connection with the Conversion, which occurred in November of 1993. Awards under
these plans consisted of both stock options and restricted stock. In addition,
options were granted to executive officers under the Queens County
12
<PAGE> 16
Bancorp, Inc. 1997 Stock Option Plan. All stock options were granted with
exercise prices equal to the fair market value on the date of grant. The
specific factors considered in determining eligibility and the number of shares
to be granted, which were weighted equally, were the executive's position and
responsibilities, contributions to the strategic goals of the Bank, and the
capacity to adjust to new and more demanding challenges.
Committee Review of Executive Compensation. The Compensation Committee,
in making its recommendations and determinations at year-end 1997 regarding
executive compensation, was influenced by numerous positive considerations. The
principal factor underlying the Compensation Committee's decisions was the
significant role of management and, in particular, key members of the senior
management team, in the Bank's financial performance. Additionally, other
accomplishments included management's ability to adapt to the demands of public
life and convey to the public markets the Banks' message in a timely and
effective manner. Still, other accomplishments, not measurable in quantitative
form but of equal importance to the Company and the Bank, included improvements
in strategic direction, strengthened internal controls, and regulatory
compliance.
Based upon the performance factors for 1997, executive officers were
eligible for the highest level of bonus under the Executive Management Bonus
Plan. However, due to the Compensation Committee's consideration of the record
appreciation of the stock in 1997 and its effect on the level of stock-based
compensation awarded under the ASAP, the Compensation Committee determined to
place more emphasis on stock-based compensation and did not pay any cash bonuses
and determined to hold overall cash compensation increases to three (3%)
percent.
Compensation of Chief Executive Officer.
In assessing appropriate types and amounts of compensation for the CEO,
the Board evaluates both corporate and individual performance. Corporate factors
included in such items are: return on average assets, the level of the
efficiency ratio, and the market performance of the Common Stock. Individual
factors include the CEO's initiation and implementation of successful business
strategies, maintenance of an effective management team, and various personal
qualities, including leadership, commitment, and professional and community
standing.
After reviewing the 1997 corporate results in the context of comparison
to corporate and individual peers, as well as his individual contributions, the
Compensation Committee concluded that the CEO, Joseph R. Ficalora, performed
with skill and diligence during 1997. The year was marked by solid financial
performance and Mr. Ficalora deserves a large measure of the credit for this
accomplishment. He assumed personal responsibility for an array of ambitious
operating strategies which were adopted and successfully pursued. Finally, the
Compensation Committee believes that Mr. Ficalora has been personally
responsible for the ongoing success of the Bank and has set the stage for the
continued success of the Bank and the Company.
13
<PAGE> 17
In consideration of the stock-based compensation paid to Mr. Ficalora
under the ASAP and consistent with the Committee's increased emphasis on
stock-based compensation, the Board determined in 1997 to increase Mr.
Ficalora's salary to $510,000 for 1998 and, although Mr. Ficalora was eligible
to receive the highest bonus under the Company's Executive Management Bonus
Plan, determined to not pay Mr. Ficalora a cash bonus under such plan.
Conclusion. The Committee believes that the compensation amounts and
awards recently established for the Bank and the Company's senior executives
reflect appropriate levels, given the significant achievements of the Bank and
the Company and the individual contributions of management in 1997. The
Compensation Committee will continue to emphasize longer term strategic
performance objectives and compensation as the Bank and the Company's success
continues.
COMPENSATION COMMITTEE OF THE BANK
Harold E. Johnson (Chairman)
Donald M. Blake
Luke D. Lynch
14
<PAGE> 18
STOCK PERFORMANCE GRAPH. The following graph shows a comparison of
total shareholder return on the Common Stock since November 23, 1993, with the
cumulative total return of both a broad-market index and peer group index. The
broad-market index chosen was the Nasdaq Stock Market and the peer group index
chosen was the Media General Industry Group, which is comprised of savings
institutions. The data was provided by Media General Financial Services. The
Company's Common Stock began trading on November 23, 1993.
COMPARISON OF CUMULATIVE TOTAL RETURNS
QUEENS COUNTY BANCORP, INC.
NOVEMBER 23, 1993 - DECEMBER 31, 1997
[GRAPH]
SUMMARY
<TABLE>
<CAPTION>
1993 1993 1994 1995 1996 1997
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Queens County Bancorp, Inc. 100 106.25 124.60 187.64 306.73 601.86
MG Group Index 100 103.18 98.83 156.53 204.29 343.49
Nasdaq Market Index 100 103.36 108.52 140.76 174.92 213.97
</TABLE>
15
<PAGE> 19
SUMMARY COMPENSATION TABLE. The following table shows, for the years
ending December 31, 1997, 1996, and 1995, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the chief executive officer and the four highest paid executive officers of the
Company and the Bank who received salary and bonus in excess of $100,000 in
fiscal year 1997 ("Named Executive Officers"). The Company does not pay any cash
compensation to Named Executive Officers of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- ---------
SECURITIES ALL
OTHER ANNUAL RESTRICTED UNDERLYING OTHER
NAME AND SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/ LTIP OMPENSATION
PRINCIPAL OFFICE YEAR ($)(1) ($) ($)(2) ($) SARS (#)(3) PAYOUTS(4) ($)(5)
---------------- ---- -------- ------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 1997 $500,000 $ -0- -- -- 105,750 None $1,020,924
Chairman of the Board, President, 1996 400,000 140,000 -- -- -- None 649,511
and Chief Executive Officer 1995 300,000 90,000 -- -- -- None 237,771
Michael J. Lincks 1997 275,000 -0- -- -- 45,000 None 533,547
Executive Vice President and 1996 225,000 61,875 -- -- -- None 345,838
Corporate Secretary 1995 175,000 39,375 -- -- -- None 130,161
James J. O'Donovan 1997 225,000 -0- -- -- 45,000 None 473,364
Senior Vice President 1996 175,000 48,125 -- -- -- None 295,099
1995 130,000 29,250 -- -- -- None 107,017
Robert Wann 1997 200,000 -0- -- -- 45,000 None 431,122
Senior Vice President, 1996 155,000 31,000 -- -- -- None 266,674
Comptroller, and Chief Financial 1995 115,000 17,250 -- -- -- None 95,702
Officer
Russ DiBenedetto 1997 165,000 -0- -- -- 45,000 None 395,604
Senior Vice President 1996 135,000 27,000 -- -- -- None 249,666
1995 105,000 15,750 -- -- -- None 91,864
</TABLE>
(1) Salary includes deferred compensation.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of any of
the Named Executive Officer's total salary and bonus for the year; (b)
payments of above-market preferential earnings on deferred compensation;
(c) payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Represents options granted under the 1997 Stock Option Plan.
(4) For the years 1997, 1996, and 1995, the Bank had no long-term incentive
plans in existence and therefore made no payouts or awards under such
plans.
(5) Includes allocations under the ESOP for 1997 of 4,114 shares each for
Messrs. Ficalora, Lincks, O'Donovan, Wann, and DiBenedetto, respectively,
which each had market values at December 31, 1997 of $166,617. Includes
allocations of 21,094; 9,060; 7,574; 6,531; and 5,654 shares, which had
market values of $854,307; $366,930; $306,747; $264,505; and $228,987,
respectively, at December 31, 1997 for Messrs. Ficalora, Lincks, O'Donovan,
Wann, and DiBenedetto, respectively, under the Queens County Savings Bank
Supplemental Benefits Plan ("SBP").
16
<PAGE> 20
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into
employment agreements with Messrs. Ficalora, Lincks, DiBenedetto, O'Donovan, and
Wann (the "Executives"). The employment agreements are intended to ensure that
the Bank and Company will be able to maintain a stable and competent management
base. The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of these executive officers.
The Bank's and the Company's employment agreements (collectively, the
"Employment Agreements") are substantially similar. The Employment Agreements
provide for initial three-year terms. Each contract provides for daily
extensions such that the term of the contract will always be three years unless
written notice is provided by either party, but, in no event, may the term of
the agreement extend beyond the last day of the month in which the Executive
attains the age of 65. The Employment Agreements provide for a base salary which
will be reviewed annually. In addition to base salary, the employment agreements
provide for, among other things, disability pay, participation in stock benefit
plans, and other benefits applicable to executive personnel. The Employment
Agreements do not preclude termination of the Executive by the Bank or the
Company for cause at any time. In the event that the Bank or the Company chooses
to terminate the executive's employment for reasons other than for cause or
disability, or in the event of the executive's resignation from the Bank and the
Company upon (i) failure to re-elect the executive to his current offices or, if
applicable, re-nominate the executive for election to the Board, (ii) a material
change in the executive's functions, duties, responsibilities, benefits or
perquisites, or relocation of his principal place of employment, (iii)
liquidation or dissolution of the Bank or the Company, or (iv) a material breach
of the Agreement by the Bank or the Company, the Executive (or in the event of
death following such termination, his beneficiary) would be entitled to
severance pay in an amount equal to the remaining salary payments under the
Employment Agreement, and other cash compensation and benefits during the
remaining term of the agreement.
If the Executive is terminated for reasons other than cause following a
change in control of the Bank or the Company, or if the Executive terminates his
employment upon a change in control following his demotion, loss of title,
office, or significant authority, a reduction in his compensation or a
relocation of his principal place of employment, the Executive (or in the event
of death following such termination, his beneficiary) would be entitled to a
payment equal to the greater of (i) the payments due under the remaining term of
the agreement or (ii) three times his average annual compensation over the three
years preceding his termination of employment. In addition, the Executive would
be entitled to continued life, health, dental, and disability coverage for the
thirty-six month period following his termination upon a change in control. In
the event that payments made to the Executive upon a change in control would
result in an "excess parachute payment" as defined under Section 280G of the
Code, an excise tax would be imposed on the Executive and the Company would be
denied a deduction for such excess. The Agreements have been amended to provide
that the Company would indemnify the Executive for any such excise taxes, and
any additional income, employment, and excise taxes imposed as a result of such
indemnification. A "change in control" is generally defined to mean, during the
term of the agreement, an event that would be reported in response to Item 1(a)
of the Current Report on Form 8-K, or the acquisition of Company or Bank stock
that would require the Federal Reserve Bank's approval under the
17
<PAGE> 21
Bank Holding Company Act, or Federal Deposit Insurance Corporation approval
under the Change in Bank Control Act, or the acquisition by a person or group of
persons of 20% or more of the Bank's or the Company's Common Stock, or a tender
offer, exchange offer, merger, or other form of business combination, sale of
assets, or contested election of directors which results in a change of a
majority of the Board of Directors. Payments to the executive under the Bank's
Agreements will be guaranteed by the Company in the event that payments or
benefits are not paid by the Bank.
1993 INCENTIVE STOCK OPTION PLAN. The company maintains the Incentive
Stock Option Plan pursuant to which options to purchase 837,937 shares of common
stock with an exercise price of $5.56, as adjusted for stock splits or stock
dividends, were granted and are outstanding to officers and employees of the
Company and its affiliates. The Incentive Stock Option Plan generally provides
that options granted under such plan will be subject to vesting, have terms no
greater than ten years and exercise prices which are at least equal to fair
market value of the Company's common stock as the date of grant.
1997 STOCK OPTION PLAN. The Company maintains the 1997 Stock Option
Plan for the benefit of directors, officers and employees of the Company and its
affiliates. Such plan authorizes the granting of options to purchase up to
787,500 shares of Company common stock, as adjusted for the stock splits,
excluding options granted for Reload Options, as discussed below, and the
granting of Reload Options for the purchase of up to 450,000 shares. Beginning
on January 1, 1999 and ending December 31, 2006, the maximum number of options
and Reload Options under the plan shall be increased annually by an amount equal
to 1% of the Company's outstanding shares. The 1997 Stock Option Plan contains
an elective feature to promote an increase in the equity interest of the
directors, officers and employees of the Company and its affiliates (the"ASAP
feature"). Pursuant to the ASAP feature, an optionee must elect to make
investment in the Company by contributing currently owned shares which will be
utilized for an automatic annual exercise of options granted under the 1997
Stock Option Plan, provided that the fair market value of the Company's common
stock has increased by 5% or more. Upon such automatic exercise, the participant
is granted a Reload Option to purchase a number of shares equal to the number of
shares used to automatically exercise the options and satisfy any tax obligation
incident to such exercise. In addition, ASAP participants are granted additional
options annually in an amount equal to the number of options granted to the
participant in February 1997, less the number of options and Reload Options the
optionee holds at the trading day following the automatic exercise date. The
exercise price of all options granted under the Plan, including Reload Options,
shall not be less than the fair market value of the Company's common stock on
the date of grant. The Board of Directors Committee administering the Plan may
provide that all options and Reload Options granted under the 1997 Stock Option
Plan become exercisable immediately upon a change of control of the Company or
the Bank. The expiration date of options and Reload Options granted under the
1997 Stock Option Plan shall be December 31, 2006.
18
<PAGE> 22
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF
NUMBERS OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATE
UNDERLYING GRANTED TO OF STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES EXERCISE EXPIRATION FOR OPTION TERM (1)
GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
------- -------------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Ficalora 105,750 37.00% $ 23.45 12/31/06 $1,561,927 $3,943,417
Michael J. Lincks 45,000 15.75% 23.45 12/31/06 664,650 1,678,050
Russ DiBenedetto 45,000 15.75% 23.45 12/31/06 664,650 1,678,050
James J. O'Donovan 45,000 15.75% 23.45 12/31/06 664,650 1,678,050
Robert Wann 45,000 15.75% 23.45 12/31/06 664,650 1,678,050
</TABLE>
(1) The amounts represent certain assumed rates of appreciation. Actual gains,
if any, on stock option exercises and Common Stock holdings are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the amounts reflected in this
table will be realized.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding stock
options held by the executive officers as of December 31, 1997. Also
reported are the values for "in-the-money" options which represent the
positive spread between the exercise price of any such existing stock
options and the year-end price of the Common Stock. The information
set forth herein reflects the Stock Splits. During 1997, 5,725; 3,900;
3,900; 1,800; and 14,500 options were exercised by Messrs. Ficalora,
Lincks, DiBenedetto, O'Donovan and Wann, respectively.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF SECURITIES UNDERLYING
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT DECEMBER 31, 1997 OPTIONS AT DECEMBER 31,1997
---------------------------- ------------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($)(1)
- ------------------- ---------------------------- ------------------------------
<S> <C> <C>
Joseph R. Ficalora 345,837 / -0- $10,191,677 / -0-
Michael J. Lincks 139,425 / -0- $ 4,066,460 / -0-
Russ DiBenedetto 139,425 / -0- $ 4,066,460 / -0-
James J. O'Donovan 141,525 / -0- $ 4,139,834 / -0-
Robert Wann 128,825 / -0- $ 3,696,096 / -0-
</TABLE>
(1) Market value of underlying securities on December 31, 1997 ($40.50) minus
the exercise or base prices of $5.56 and $23.45 per share.
19
<PAGE> 23
RETIREMENT PLAN. The Bank maintains the Queens County Savings Bank Retirement
Plan ("Retirement Plan"), a non-contributory qualified defined benefit plan, and
the SBP, an unfunded non-qualified pension plan. The following table indicates
the annual retirement benefit that would be payable under the plans upon
retirement at age 65 to a participant electing to receive his retirement benefit
in the standard form of benefit, assuming various specified levels of plan
compensation and various specified years of credited service. The benefits
listed in the retirement benefit table are not subject to any Social Security or
other offset amounts.
YEARS OF BENEFIT SERVICE AT
NORMAL RETIREMENT AGE
<TABLE>
<CAPTION>
FINAL
AVERAGE
SALARY(1) 10 15 20 25 30 40
-------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000 $ 60,000 $ 70,000
150,000 30,000 45,000 60,000 75,000 90,000 105,000
200,000 40,000 60,000 80,000 100,000 120,000 140,000
250,000 50,000 75,000 100,000 125,000 150,000 175,000
300,000 60,000 90,000 120,000 150,000 180,000 210,000
400,000 80,000 120,000 160,000 200,000 240,000 280,000
500,000 100,000 150,000 200,000 250,000 300,000 350,000
</TABLE>
- ----------------------
(1) The covered salary under the Retirement Plan and the SBP is the amount
shown in the column entitled "Salary" in the summary compensation table and
does not include amounts shown in the column entitled "Bonus" in such
table.
The following table sets forth the years of credited service (i.e., benefit
service) as of December 31, 1997 for each executive officer.
CREDITED SERVICE YEARS
----------------------
Joseph R. Ficalora......... 32
Michael J. Lincks.......... 5
Russ DiBenedetto........... 10
James J. O'Donovan....... 11
Robert Wann................ 15
SUPPLEMENTAL BENEFITS PLAN. For the year ended December 31, 1997,
supplemental retirement benefits of $161,851 were accrued for all eligible
employees. The SBP provides employees who are subject to the limitations imposed
by the Internal Revenue Code with supplemental benefits to replace, in part,
benefits which, but for the limitations, would otherwise be due or available to
them.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank does not make loans to either its executive officers or
directors. Loans made to officers and employees are made in the ordinary course
of business and are made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility or present
20
<PAGE> 24
other unfavorable features. The Bank provides loans to its officers and
employees to purchase or refinance personal residences as well as consumer
loans. The Bank provides loans for non-executive officers and employees at the
Bank at reduced loan service charges.
PROPOSAL 2. TO APPROVE AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors unanimously approved, declared advisable, and
recommends to the shareholders an amendment to the Certificate of Incorporation
to increase the number of shares of Common Stock authorized for issuance from
30,000,000 to 60,000,000. The Board of Directors believes that this proposal is
in the best interests of the Company and its shareholders and recommends a vote
FOR the proposed amendment.
Article FOURTH, Section A of the Certificate of Incorporation states:
" The total number of shares of stock of all classes which the
Corporation shall have authority to issue is Thirty-Five Million (35,000,000)
consisting of:
five million (5,000,000) shares of Preferred Stock, par value one cent
($0.01) per share (the "Preferred Stock"); and
thirty million (30,000,000) shares of Common Stock, par value one cent
($0.01) per share (the "Common Stock")."
The proposed amendment would change Article FOURTH, Section A of the
Certificate of Incorporation to increase the total number of authorized shares
of all classes of stock to Sixty-five million (65,000,000) and to provide that
Sixty million (60,000,000) of such shares shall be shares of Common Stock. The
par value of the Common Stock and Preferred Stock will remain $0.01 per share.
The proposed amendment is subject to the approval of the Company's shareholders.
PURPOSE OF AMENDMENT
The Certificate of Incorporation currently authorizes the issuance of
up to 30,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
As of the Record Date, March 6, 1998, the Company had 14,883,983 shares of
Common Stock outstanding, 5,763,250 shares of Common Stock held in Treasury,
1,799,488 shares of Common Stock reserved for issuance to directors and
employees under various compensation and benefits plans, with the remaining
7,553,279 shares being authorized, unissued and unreserved shares available for
other corporate purposes. There were no shares of Preferred Stock outstanding as
of the Record Date. While the Company currently does not have any plans to issue
or reserve additional Common Stock (other than pursuant to various compensation
and benefit plans), the Board of Directors considers the proposed increase in
the number of authorized shares desirable as it would give the Board the
necessary flexibility to issue Common Stock in connection with stock dividends
and splits, acquisitions, financing, employee benefits and for other general
corporate purposes. Without an increase in the number of authorized shares of
Common Stock, the number of available shares for issuance may be insufficient to
consummate one or more of the above transactions.
21
<PAGE> 25
Approving an increase in the number of authorized shares at this time
would enable the Company to take advantage of market conditions and favorable
opportunities at the time of the occurrence of one of the transactions described
above without the expense and delay incidental to obtaining shareholder approval
of an amendment to the Certificate of Incorporation increasing the number of
authorized shares, except as may be required by applicable law for a particular
issuance. As a result, the Board is proposing an amendment of the Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
30,000,000 to 60,000,000 which would increase the authorized, unissued and
unreserved shares of Common Stock available for issuance from 7,553,279 to
37,553,279 shares. Authorized, unissued and unreserved Common Stock may be
issued from time to time for any proper purpose without further action of the
shareholders, except as may be required by the Certificate of Incorporation,
applicable law or the listing requirements for the NASDAQ, on which the Common
Stock is listed.
Each share of Common Stock authorized for issuance has the same rights
and is identical in all respects with each other share of Common Stock. The
newly authorized shares of Common Stock will not affect the rights, such as
voting and liquidation rights, of the shares of Common Stock currently
outstanding. Shareholders will not have preemptive rights to purchase any
subsequently issued shares of Common Stock. The Company currently has no plans
to issue the newly authorized shares of Common Stock.
The ability of the Board of Directors to issue additional shares of
Common Stock without additional shareholder approval may be deemed to have an
anti-takeover effect because unissued and unreserved shares of Common Stock
could be issued by the Board of Directors in circumstances that may have the
effect of deterring takeover bids including the use of shares to implement the
Company's shareholder rights plan. Because shareholders do not have preemptive
rights under the Certificate of Incorporation, the rights of existing
shareholders may (depending on the particular circumstances in which the
additional shares of Common Stock are issued) be diluted by any such issuance.
The Board of Directors does not intend to issue any additional shares of Common
Stock except on terms that it deems in the best interests of the Company and its
shareholders.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY WILL BE VOTED FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
30,000,000 TO 60,000,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE
AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
22
<PAGE> 26
PROPOSAL 3. RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 1997 were KPMG Peat Marwick LLP. The Company's Board of Directors has
reappointed KPMG Peat Marwick LLP to continue as independent auditors for the
Bank and the Company for the year ending December 31, 1998, subject to
ratification of such appointment by the Company's shareholders.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the Annual Meeting of Shareholders to be held in 1999,
a shareholder proposal must be received by the Secretary of the Company at the
address set forth on the first page of this Proxy Statement not later than
November 20, 1998. Any such proposal will be subject to 17 C.F.R. Section
240.14a-8 of the Rules and Regulations under the Securities Exchange Act of
1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting. The shareholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting, provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder, to be timely, must be received not later than the
close of business on the tenth day following the date on which the Company's
notice to shareholders of the annual meeting date was mailed or such public
disclosure was made. The advance notice by shareholders must include the
shareholder's name and address, as they appear on the Company's record of
shareholders, a brief description of the proposed business, the reason for
conducting such business at the Annual Meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such shareholder,
and any material interest of such shareholder in the proposed business. In the
case of nominations to the Board of Directors, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any shareholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
23
<PAGE> 27
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the members of the proxy committee to vote
the shares represented thereby on such matters in accordance with their best
judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER
31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST TO QUEENS COUNTY
BANCORP, INC., MRS. ILENE A. ANGAROLA, VICE PRESIDENT, INVESTOR RELATIONS, 38-25
MAIN STREET, FLUSHING, NEW YORK 11354.
By Order of the Board of Directors,
/s/ Michael J. Lincks
Flushing, New York Michael J. Lincks
March 20, 1998 Executive Vice President and
Corporate Secretary
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU
ARE REQUESTED TO SIGN, DATE, AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
24
<PAGE> 28
REVOCABLE
PROXY QUEENS COUNTY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
10:00 A.M. EASTERN STANDARD TIME
The undersigned hereby appoints the Proxy Committee of the Board of
Directors of Queens County Bancorp, Inc. (the "Company"), with full power of
substitution, to act as attorney and proxy for the undersigned, and to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Shareholders, to be held on April 22, 1998, at
10:00 a.m., Eastern Standard Time, at the Sheraton LaGuardia East Hotel, 135-20
39th Avenue, in Flushing, New York, and at any and all adjournments thereof as
set forth on the reverse side.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated March 20, 1998, and a 1997 Annual Report to Shareholders.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 29
Please mark
your votes [X]
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" EACH OF THE LISTED PROPOSALS.
VOTE
FOR WITHHELD
1. The election as directors of all nominees [ ] [ ]
listed (except as marked to the contrary).
INSTRUCTION: To withhold your vote for any
individual nominee, write that nominee's name on
the line provided below:
Nominees: Harold E. Johnson, Luke D. Lynch,
Henry E. Froebel, and Howard C. Miller
- --------------------------------------------------------------------------------
2. The approval of an amendment to the Company's FOR AGAINST ABSTAIN
Certificate of Incorporation increasing the [ ] [ ] [ ]
number of authorized shares of common stock.
3. The ratification of the appointment of KPMG FOR AGAINST ABSTAIN
Peat Marwick LLP as independent auditors of [ ] [ ] [ ]
Queens County Bancorp, Inc. for the fiscal year
ending December 31, 1998.
YES NO
Please indicate here if you plan to attend the Annual Meeting. [ ] [ ]
Signature(s) ----------------------------------------------- Date ------------
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee, or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 30
VOTE AUTHORIZATION FORM
I, the undersigned, understand that Chase Manhattan Bank is the holder of
record and custodian of all shares of Queens County Bancorp, Inc. (the
"Company") common stock attributable to me under the Recognition and Retention
Plan and Trust. Further, I understand that my voting instructions are solicited
on behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders on April 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as marked to
the contrary):
Harold E. Johnson, Luke D. Lynch, Henry E. Froebel and Howard C.
Miller
FOR VOTE WITHHELD
__________ __________
INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:
___________________________________
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
__________ __________ __________
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1998.
FOR AGAINST ABSTAIN
__________ __________ __________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
_________________________ _________________________
Date Signature
<PAGE> 31
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 20, 1998
Dear Employee,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 1,964,533 shares (split
adjusted) of common stock of the Company for the benefit of
the Bank's employees in the conversion and an additional
1,132,704 shares (split adjusted) in the secondary market
following the conversion. The unrelated corporate trustee for
the ESOP is Oppenheimer Capital Trust Company.
3. A Recognition and Retention Plan and Trust ("RRP") was
established. The RRP purchased 983,250 shares (split adjusted)
of common stock in connection with the conversion. The
unrelated corporate trustee for the RRP is Chase Manhattan
Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1997
Annual Report, a Proxy Statement dated March 20, 1998, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it BY
NO LATER THAN MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 32
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of Queens County Bancorp, Inc.
(the "Company") common stock attributable to me under the benefit plans listed
on the reverse of this page. Further, I understand that my voting instructions
are solicited on behalf of the Company's Board of Directors for the Annual
Meeting of Stockholders on April 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as marked to
the contrary):
Harold E. Johnson, Luke D. Lynch, Henry E. Froebel and Howard C.
Miller
FOR VOTE WITHHELD
__________ __________
INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:
___________________________________
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
__________ __________ __________
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1998.
FOR AGAINST ABSTAIN
__________ __________ __________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
_____________________________ _______________________________
Print your name on this line Your signature
_____________________________
Date
Please date, sign, and return this form in the envelope provided BY NO LATER
THAN FRIDAY, MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
<PAGE> 33
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 20, 1998
Dear Former Employee with vested Queens County Bancorp, Inc. stock in an
Employee Benefit Plan,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 1,964,533 shares (split
adjusted) of common stock of the Company for the benefit of
the Bank's employees in the conversion and an additional
1,132,704 shares (split adjusted) in the secondary market
following the conversion. The unrelated corporate trustee for
the ESOP is Oppenheimer Capital Trust Company.
As a participant in one or both of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1997
Annual Report, a Proxy Statement dated March 20, 1998, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it BY
NO LATER THAN MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 34
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of Queens County Bancorp, Inc.
(the "Company") common stock attributable to me under the benefit plans listed
on the reverse of this page. Further, I understand that my voting instructions
are solicited on behalf of the Company's Board of Directors for the Annual
Meeting of Stockholders on April 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as marked to
the contrary):
Harold E. Johnson, Luke D. Lynch, Henry E. Froebel and Howard C.
Miller
FOR VOTE WITHHELD
__________ __________
INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:
___________________________________
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
__________ __________ __________
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1998.
FOR AGAINST ABSTAIN
__________ __________ __________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
_____________________________ _______________________________
Print your name on this line Your signature
_____________________________
Date
Please date, sign, and return this form in the envelope provided BY NO LATER
THAN FRIDAY, MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
<PAGE> 35
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 20, 1998
Dear Executive Officer,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 1,964,533 shares (split
adjusted) of common stock of the Company for the benefit of
the Bank's employees in the conversion and an additional
1,132,704 shares (split adjusted) in the secondary market
following the conversion. The unrelated corporate trustee for
the ESOP is Oppenheimer Capital Trust Company.
3. A Recognition and Retention Plan and Trust ("RRP") was
established. The RRP purchased 983,250 shares (split adjusted)
of common stock in connection with the conversion. The
unrelated corporate trustee for the RRP is Chase Manhattan
Bank.
4. A Supplemental Benefit Plan was established. Shares are
purchased to replace benefits not received due to limitations
imposed by the Internal Revenue Code of 1986. The unrelated
corporate trustee is Chase Manhattan Bank.
As a participant in one or more of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1997
Annual Report, a Proxy Statement dated March 20, 1998, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it BY
NO LATER THAN MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 36
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of Queens County Bancorp, Inc.
(the "Company") common stock attributable to me under the benefit plans listed
on the reverse of this page. Further, I understand that my voting instructions
are solicited on behalf of the Company's Board of Directors for the Annual
Meeting of Stockholders on April 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as marked to
the contrary):
Harold E. Johnson, Luke D. Lynch, Henry E. Froebel and Howard C.
Miller
FOR VOTE WITHHELD
__________ __________
INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:
___________________________________
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
__________ __________ __________
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1998.
FOR AGAINST ABSTAIN
__________ __________ __________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
_____________________________ _______________________________
Print your name on this line Your signature
_____________________________
Date
Please date, sign, and return this form in the envelope provided BY NO LATER
THAN FRIDAY, MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
<PAGE> 37
QUEENS COUNTY SAVINGS BANK
38-25 MAIN STREET
FLUSHING, NEW YORK 11354
March 20, 1998
Dear Retiree,
As you know, in connection with both the conversion of Queens County
Savings Bank (the "Bank") from the mutual to stock form of organization in
November 1993, and the formation of Queens County Bancorp, Inc. (the "Company")
as the parent holding company for the Bank, the following benefit plans were
either amended or established as noted:
1. The Bank's Incentive Savings Plan ("401(a) Plan") was amended
to provide participants with the ability to direct the
investment of all or a portion of their funds in an Employer
Stock Fund which invests in the common stock of the Company.
The unrelated corporate trustee for the 401(a) Plan is
Oppenheimer Capital Trust Company.
2. An Employee Stock Ownership Plan and Trust ("ESOP") was
established. The ESOP acquired 1,964,533 shares (split
adjusted) of common stock of the Company for the benefit of
the Bank's employees in the conversion and an additional
1,132,704 shares (split adjusted) in the secondary market
following the conversion. The unrelated corporate trustee for
the ESOP is Oppenheimer Capital Trust Company.
As a participant in one or both of these Plans, you may direct the voting of the
shares of the Company's common stock that have been allocated to your accounts.
The respective Trustees will vote those shares of the Company's common stock
held in the various Plans that are allocated to participants in accordance with
the instructions of the participants. Shares which have been allocated to
participant's accounts but for which no voting instructions have been received
will be voted proportionately to voting instructions received from other
participants. Furthermore, in the case of shares held in the ESOP, any
unallocated shares will be voted proportionately to voting instructions received
so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
We, the Board of Directors, are providing you with a copy of the Company's 1997
Annual Report, a Proxy Statement dated March 20, 1998, and the Vote
Authorization Form that appears on the reverse side of this letter for your use
in conveying your voting instructions to the respective Plan Trustees.
In order to direct the voting of shares allocated to your account in the various
Plans, you must fill out and sign this Vote Authorization Form and return it BY
NO LATER THAN MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354. An envelope marked "Confidential" has been provided for your convenience.
Your shares will be tallied in a confidential manner and then the respective
Trustee will vote the shares in accordance with your instructions. Should you
need any further assistance in voting the shares in these benefit plans, please
contact Human Resources.
You should also know that for any shares purchased by you or your family outside
of these Plans, you will receive a separate proxy card and mailing. This letter
and Vote Authorization Form pertain only to shares held through the Bank's
benefit plans.
Sincerely yours,
The Board of Directors
<PAGE> 38
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the aforementioned Trustees are the
holders of record and custodians of all shares of Queens County Bancorp, Inc.
(the "Company") common stock attributable to me under the benefit plans listed
on the reverse of this page. Further, I understand that my voting instructions
are solicited on behalf of the Company's Board of Directors for the Annual
Meeting of Stockholders on April 22, 1998.
Accordingly, you are to vote all shares attributable to me as follows:
1. The election as directors of all nominees listed (except as marked to
the contrary):
Harold E. Johnson, Luke D. Lynch, Henry E. Froebel and Howard C.
Miller
FOR VOTE WITHHELD
__________ __________
INSTRUCTION: To withhold your vote for any individual nominee, write the
nominee's name on the line provided below:
___________________________________
2. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common
stock.
FOR AGAINST ABSTAIN
__________ __________ __________
3. The ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of Queens County Bancorp, Inc. for the fiscal
year ending December 31, 1998.
FOR AGAINST ABSTAIN
__________ __________ __________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Trustee is hereby authorized to vote any shares attributable to me in their
capacities as indicated. I understand that if I sign this form without
indicating specific instructions, shares attributable to me will be voted FOR
the listed proposals and FOR other matters as recommended by the Board of
Directors.
_____________________________ _______________________________
Print your name on this line Your signature
_____________________________
Date
Please date, sign, and return this form in the envelope provided BY NO LATER
THAN FRIDAY, MARCH 27, 1998 to: Donald J. Powell, Vice President, Human
Resources, Queens County Savings Bank, 38-25 Main Street, Flushing, New York
11354.
