<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
[_] 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-12
First Savings Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
^^ ^^
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(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:
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Notes:
<PAGE>
FIRST SAVINGS BANCORP, INC.
POST OFFICE BOX 1657
205 S.E. BROAD STREET
SOUTHERN PINES, NORTH CAROLINA 28388-1657
(910) 692-6222
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders (the
"Meeting") of First Savings Bancorp, Inc. (the "Company") will be held on
Thursday, October 29, 1998, at 10:00 a.m., Eastern Time, at the Holiday Inn,
U.S. Highway 1 By-Pass, Southern Pines, North Carolina.
The Meeting is for the purpose of considering and voting upon the following
matters:
1. To elect three persons who will serve as directors of the Company
until the 2001 Annual Meeting of Shareholders or until their
successors are duly elected and qualify;
2. To ratify the selection of Dixon Odom PLLC as the independent auditor
for the Company for the fiscal year ending June 30, 1999; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be considered at the Meeting.
The Board of Directors has established September 2, 1998, as the record
date for the determination of shareholders entitled to notice of and to vote at
the 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 Meeting or any adjournments thereof. In the event there are not
sufficient shares present in person or by proxy to constitute a quorum at the
time of the Meeting, the Meeting may be adjourned in order to permit further
solicitation of proxies by the Company.
By Order of the Board of Directors
/s/ John F. Burns
John F. Burns
Secretary
Southern Pines, North Carolina
September 28, 1998
A FORM OF PROXY IS ENCLOSED TO ENABLE YOU TO VOTE YOUR SHARES AT THE MEETING.
YOU ARE URGED, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY PROMPTLY. A RETURN ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
FIRST SAVINGS BANCORP, INC.
PROXY STATEMENT
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
GENERAL
This Proxy Statement is being furnished to shareholders of First Savings
Bancorp, Inc. (the "Company") in connection with the solicitation by the board
of directors of the Company (the "Board of Directors") of proxies to be used at
the Annual Meeting of Shareholders (the "Meeting") to be held on Thursday,
October 29, 1998, at 10:00 a.m., Eastern Time, at the Holiday Inn, U.S. Highway
1 By-Pass, Southern Pines, North Carolina, and at any adjournments thereof. This
Proxy Statement and the accompanying form of proxy were first mailed to
shareholders on September 28, 1998.
Other than the matters listed on the attached Notice of 1998 Annual Meeting
of Shareholders, the Board of Directors knows of no matters that will be
presented for consideration at the 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 Meeting or any adjournments thereof.
REVOCABILITY OF PROXY
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
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 recordholder to vote personally at the Meeting.
SOLICITATION
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may be solicited personally or by
telephone or telegraph by directors, officers and regular employees of the
Company, without additional compensation therefor. The Company also will 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 materials
to, and obtain proxies from, such beneficial owners and will reimburse such
holders for their reasonable out-of-pocket expenses in doing so.
VOTING SECURITIES AND VOTE REQUIRED FOR APPROVAL
Regardless of the number of shares of the Company's common stock, no par
value (the "Common Stock") owned, it is important that shareholders be
represented by proxy or be present in person at the 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. Any shareholder
may vote for, against, or abstain from voting on any matter to come before the
Meeting. If the enclosed proxy is properly marked, signed, dated and returned,
and not revoked, it will be voted in accordance with the instructions therein.
If no instructions are given, the proxy will be voted FOR the nominees for
---
election to the Board of Directors named in this Proxy Statement and FOR the
---
other matters described in this Proxy Statement calling for a vote of the
shareholders. If instructions are given with respect to some but not all
proposals, such instructions as are given will be followed, but the proxy will
be voted FOR the proposals on which no instructions are given.
---
<PAGE>
The securities which may be voted at the Meeting consist of shares of the
Common Stock, with each share entitling its owner to one vote on all matters to
be voted on at the Meeting. The close of business on September 2, 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
Meeting and any adjournments thereof. The total number of shares of the Common
Stock outstanding on the Record Date was 3,724,580.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of the Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum at the Meeting. Since many of our
shareholders cannot attend the Meeting, it is necessary that a large number be
represented by proxy. Accordingly, the Board of Directors has designated proxies
to represent those shareholders who cannot be present in person and who desire
to be so represented. In the event there are not sufficient votes for a quorum
or to approve or ratify any proposal at the time of the Meeting, the Meeting may
be adjourned in order to permit the further solicitation of proxies.
In the election of directors, a nominee need only receive a plurality of
the votes cast in the election of directors in order to be elected. As a result,
those persons nominated who receive the largest number of votes will be elected
as directors. Accordingly, shares not voted for any reason respecting any one or
more nominees, including abstentions, will not be counted as votes against such
nominees. No shareholder has the right to cumulatively vote his or her shares in
the election of directors.
The proposal to ratify the appointment of the Company's independent auditor
for the fiscal year ending June 30, 1999, will be approved if the votes cast in
favor of the proposal exceed the votes cast opposing the proposal. Shares not
voted for any reason respecting the appointment of Dixon Odom PLLC will not be
counted as a vote against such appointment.
Abstentions will be counted for purposes of determining whether a quorum is
present at the Meeting. Broker non-votes will not be counted either for
determining the existence of a quorum or for tabulating votes cast on any
proposal.
Proxies solicited hereby will be returned to the Board of Directors, and
will be tabulated by one or more inspectors of voting designated by the Board of
Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that any person or group who acquires the beneficial ownership of more
than five percent of the Common Stock notify the Securities and Exchange
Commission (the "SEC") and the Company. Following is certain information, as of
the Record Date, regarding all persons or groups, as defined in the Exchange
Act, who held of record or who are known to the Company to own beneficially more
than five percent of the Common Stock.
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS/(1)/
---------------- ----------------------- -------------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 189,000/(2)/ 5.07%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
_______________________
/(1)/ Based upon a total of 3,724,580 shares of the Common Stock outstanding at
the Record Date.
/(2)/ Based upon the Schedule 13G dated February 6, 1998, Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed
to beneficially own 189,000 shares of First Savings Bancorp, Inc. stock
as of December 31, 1997, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
Set forth below is certain information as of the Record Date regarding
beneficial ownership of the Common Stock by each of the members of the Board of
Directors (including nominees for election at the Meeting), certain executive
officers of the Company, and the nominees, directors and all executive officers
of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF SOLE VOTING/ SHARED VOTING/ PERCENTAGE
BENEFICIAL INVESTMENT INVESTMENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP/(1)/ POWER POWER CLASS/(2)/
- ------------------------ -------------- ------------ -------------- -----------
<S> <C> <C> <C> <C>
Virginia C. Brandt 500 500 0 .01%
H. David Bruton 76,984/(3)/ 73,184/(3)/ 3,800 2.04%
John F. Burns 135,527/(4)/ 60,730/(4)/ 74,797 3.61%
Felton J. Capel 1,500 0 1,500 .04%
J. E. Causey 83,342/(3)/ 68,342/(3)/ 15,000 2.21%
Henry A. Clayton 62,416/(3)/ 62,416/(3)/ 0 1.66%
Frank G. Hardister 56,668/(3)/ 56,668/(3)/ 0 1.50%
W. Harrell Johnson 61,839/(3)/ 59,509/(3)/ 2,330 1.64%
Joe Montesanti, Jr. 87,628/(3)/ 77,528/(3)/ 10,100 2.32%
Thomas F. Phillips 59,212/(3)/ 58,061/(3)/ 1,151 1.57%
William E. Samuels, Jr. 185,555/(5)/ 102,898/(5)/ 82,657 4.93%
Nominees, directors and all 751,586/(6)/ -- -- 18.05%
executive officers of the Company
as a group (12 persons)
</TABLE>
___________________
3
<PAGE>
/(1)/ Unless otherwise noted, all shares are owned directly of record by the
named individuals, by their spouses and minor children, or by other
entities controlled by the named individuals.
/(2)/ Based upon a total of 3,724,580 shares of the Common Stock outstanding at
the Record Date. Assumes the exercise of only those stock options
included with respect to the designated recipients.
/(3)/ Includes 45,000 shares which could be purchased pursuant to the exercise
of stock options granted to the named beneficial owner.
/(4)/ Includes 29,900 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Burns which are vested and
nonforfeitable. The number stated includes 70,657 allocated and
unallocated shares held by the First Savings Bank of Moore County, Inc.,
SSB Employee Stock Ownership Plan. Mr. Burns is a trustee of such Plan
and has certain voting and investment power over such shares. A total of
4,950 shares have been allocated to Mr. Burns under the Employee Stock
Ownership Plan.
/(5)/ Includes 42,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Samuels which are vested and
nonforfeitable. The number stated includes 70,657 allocated and
unallocated shares held by the First Savings Bank of Moore County, Inc.,
SSB Employee Stock Ownership Plan. Mr. Samuels is a trustee of such Plan
and has certain voting and investment power over such shares. A total of
6,450 shares have been allocated to Mr. Samuels under the Employee Stock
Ownership Plan.
/(6)/ Includes 440,450 shares which could be purchased pursuant to the exercise
of stock options granted to directors and executive officers. This amount
does not include options to purchase 10,150 shares issued in the
aggregate to executive officers which are not yet vested and which will
only become vested upon death, disability, satisfaction of requirements
for retirement and subsequent retirement, or satisfaction of requirements
with respect to length of employment. The number stated includes 70,657
allocated and unallocated shares held by the First Savings Bank of Moore
County, Inc., SSB Employee Stock Ownership Plan. William E. Samuels, Jr.,
a director and an executive officer, and John F. Burns, an executive
officer, are trustees of such Plan and have certain voting and investment
power over such shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater than ten percent beneficial owners are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended June 30, 1998,
all of its executive officers and directors complied with all applicable Section
16(a) filing requirements.
4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation of the Company provides that the
number of directors of the Company shall not be less than seven nor more than
fifteen. The exact number of directors shall be fixed or changed from time to
time by the Board of Directors. The Board of Directors has currently fixed the
size of the Board at eleven members.
So long as the total number of directors is nine or more, the
directors shall be divided into three classes. Each class of directors shall be
elected for terms of three years each, or until their earlier death,
resignation, retirement, removal, or disqualification or until their successors
shall be elected and shall qualify.
The Board of Directors has nominated the three persons named below for
election as directors to serve until the 2001 Annual Meeting of Shareholders or
until their earlier death, resignation, retirement, removal or disqualification
or until their successors shall be elected and shall qualify.
The persons named in the accompanying form of proxy intend to vote any
shares of the Common Stock represented by valid proxies received by them to
elect the three nominees listed below as directors, unless authority to vote is
withheld or such proxies are revoked. In the event that any of the nominees
should become unavailable to accept nomination or election, it is intended that
the proxyholders will vote to elect in his/her stead such other person as the
present Board of Directors may recommend. The present Board of Directors has no
reason to believe that any of the nominees named herein will be unable to serve
if elected to office.
No person who is 75 years of age or older and who is not an employee
of the Company is eligible for election or re-election to the Board of
Directors; however, this provision does not apply to persons who were directors
of the Company at the time of the Company's acquisition of First Savings Bank of
Moore County, Inc., SSB (the "Bank") in September of 1995, which includes all
directors and nominees except Virginia C. Brandt and Felton J. Capel.
5
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING
---
NOMINEES FOR ELECTION AS DIRECTORS.
The following tables set forth certain information as to each nominee
and each director whose term is continuing.
<TABLE>
<CAPTION>
AGE ON PRINCIPAL OCCUPATION DURING DIRECTOR
NAME JUNE 30, 1998 LAST FIVE YEARS SINCE
- ------------------------- ------------- -------------------------------- --------
NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2001
<S> <C> <C> <C>
J. E. Causey 83 Owner of Causey Construction and 1960
Causey Realty
Henry A. Clayton 75 Retired merchant 1954
William E. Samuels, Jr. 67 President and Chief Executive 1977
Officer of the Company and the
Bank
DIRECTORS WITH THREE-YEAR TERM EXPIRING IN 2000
John F. Burns 50 Executive Vice President 1995
and Secretary of the
Company and the Bank
Felton J. Capel 71 Owner of Century 1997
Associates of N.C.,
Southern Pines, NC, a
distributor of cookware and
other housewares
W. Harrell Johnson 74 Retired dentist 1959
Thomas F. Phillips 52 Automible dealer and 1985
owner of Phillips Motor
Company, Carthage, North
Carolina
DIRECTORS WITH THREE-YEAR TERM EXPIRING IN 1999
Virginia C. Brandt 46 Certified Public Accountant, 1997
Holden, Brandt, & Longfellow,
P.C.
H. David Bruton, M.D. 63 Secretary of North Carolina 1979
Department of Health and Human
Services; Physician, Sandhills
Pediatrics, Inc. until December 31,
1996
Frank G. Hardister 63 President of Powell Funeral Home 1990
in Southern Pines, North Carolina
Joe Montesanti, Jr. 78 Retired pharmacist 1962
</TABLE>
6
<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. The Board of Directors
has regular monthly meetings, and held 17 meetings in the fiscal year ended June
30, 1998. No director attended fewer than 75% of the total number of Board
meetings and meetings of Board committees on which he/she served during the year
ended June 30, 1998.
Until December 31, 1997, the Executive Committee met weekly, with its
primary responsibility being loan approvals. This committee consists of Joe
Montesanti, Jr., Chairman, H. David Bruton, Frank G. Hardister, W. E. Samuels
and John F. Burns. This committee has the power to act on behalf of the full
Board of Directors in the absence of a meeting of the entire Board of Directors
and meets when necessary. During the fiscal year ended June 30, 1998 the
committee met sixteen times.
The Audit Committee is responsible for supervising and consulting with the
internal auditor for the Company, maintaining proper internal controls and
meeting with the Company's independent auditing firm. This committee is
composed of directors Frank G. Hardister, Chairman, Virginia C. Brandt, Joe
Montesanti, Jr., John F. Burns and Timothy S. Maples. The Audit Committee met
one time during the fiscal year ended June 30, 1998.
In addition, the Board of Directors appoints a Nominating Committee each
year prior to the annual meeting of shareholders to nominate persons for
election to the Board of Directors. The composition of this committee for the
year ended June 30, 1998 is: Thomas F. Phillips, Chairman, H. David Bruton,
Frank G. Hardister and H. A. Clayton. The Company's bylaws provide that, in
order to be eligible for consideration at the annual meeting of shareholders,
all nominations of directors, other than those made by the Company's Board of
Directors, must be made in writing and must be delivered to the Secretary of the
Company not less than 30 days nor more than 50 days prior to the meeting at
which such nominations will be made; provided, however, if less than 21 days
notice of the meeting is given to shareholders, such nominations must be
delivered to the Secretary of the Company not later than the close of business
on the seventh day following the day on which the notice of meeting was mailed.
The Bank's board of directors has appointed four other standing committees
to which certain responsibilities have been delegated--the Investment Committee,
the Loan Committee, the Compliance Committee and the Compensation Committee.
The Board of Directors and the Bank's board of directors appoint other
committees of its members to perform certain limited functions from time to time
and have appointed committees to administer the various employee and director
benefit plans which have been established by the Bank.
7
<PAGE>
BOARD OF DIRECTORS OF THE BANK
The Bank also has an eleven-member Board of Directors which is composed of
the same persons who are now directors of the Company.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Board of Directors
are also directors of the Bank. Up until January 1, 1998, each member of the
Bank's board of directors received annual fees of $12,000 except for (i) J. E.
Causey, Chairman of the board of directors who received annual fees of $35,000
and (ii) the other members of the Executive Committee, H. David Bruton and Joe
Montesanti, Jr., who received annual fees of $26,000.
The Board of Directors reorganized its committee structure and directors'
fees in January, 1998. Each director receives annual board fees of $12,000 per
year plus $250.00 for each committee meeting attended. J. E. Causey, Chairman
of the Board of Directors receives $18,000 per year, plus $250 per committee
meeting attended. Mr. Samuels and Mr. Burns do not receive additional
compensation for serving on the Executive Committee.
DIRECTORS STOCK OPTION PLAN. Members of the Board of Directors are
eligible recipients under the First Savings Bank of Moore County, Inc., SSB Non-
qualified Stock Option Plan for Directors (the "Directors Plan"). Pursuant to
the Directors Plan, 360,000 shares of the Common Stock have been reserved for
issuance upon the exercise of stock options which were granted to non-employee
directors under the Directors Plan. Of this amount, options to purchase 45,000
shares of the Common Stock have been granted to each member of the Board of
Directors, other than Virginia Brandt and Felton Capel. Mr. Samuels and Mr.
Burns received no options under the Directors Plan. The options were granted to
directors in recognition of their past service to the Bank and as an incentive
for their continued performance. No cash consideration was paid for the
options.
Options granted under the Directors Plan have an exercise price of $10.00
per share, the fair market value of the underlying securities on the date the
options were granted. Options granted under the Directors Plan have a term of
ten years and are not transferable except upon death. However, if an optionee
ceases to be a director of the Bank for any reason other than death or
disability and prior to attaining age 70, he must exercise his options, if at
all, within three months thereafter. The options granted under the Directors
Plan became vested in the recipients and nonforfeitable when they were granted.
The Bank's Board of Directors can amend the Directors Plan at any time; however,
the Bank's Board of Directors cannot make any change which would deprive an
existing option holder of any of his rights without his consent. There are
limitations on the number of amendments which may occur with respect to certain
provisions of the Directors Plan. In addition, if the Bank desires for the Plan
to continue to satisfy the requirements of Rule 16b-3 under the Exchange Act,
shareholder approval is required for certain amendments to the Directors Plan.
Options granted pursuant to the Directors Plan do not qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and are therefore non-qualified stock options. In general,
the holder of a non-qualified stock option will recognize compensation income
equal to the amount by which the fair market value of the Common Stock received
on the date of exercise exceeds the sum of the exercise price and any amount
paid for the non-qualified stock option. If the optionee elects to pay the
exercise price in whole or in part with the Common Stock, the optionee generally
will not recognize any gain or loss on the Common Stock surrendered in payment
of the exercise price. The Bank generally will not recognize any income or be
entitled to claim any deduction upon the grant of a non-qualified stock option.
At the time the optionee is required to recognize compensation income upon the
exercise of the non-qualified stock option, the Bank generally will be entitled
to claim a deduction in the amount equal to such compensation income.
8
<PAGE>
EXECUTIVE OFFICERS
The Company has three executive officers (as such term is defined in the
federal securities laws). The following table sets forth certain information
with respect to those persons.
<TABLE>
<CAPTION>
EMPLOYED BY
AGE ON POSITIONS AND OCCUPATIONS THE COMPANY
NAME JUNE 30, 1998 DURING LAST FIVE YEARS SINCE
- ---- ------------- ---------------------- -----
<S> <C> <C> <C>
William E. Samuels, Jr. 67 President and Chief Executive Officer 1967
of the Company and the Bank
John F. Burns 50 Executive Vice President and Secretary 1972
of the Company and the Bank
Timothy S. Maples 37 Vice President, Chief Financial 1993
Officer and Treasurer of the Company and
the Bank
</TABLE>
__________________________
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE. Employees of the Company receive no
compensation for their service. However, the following table shows, for the
three fiscal years ending June 30, 1998, 1997, and 1996, the cash compensation
paid by the Bank, as well as certain other compensation paid or accrued for
those years, to (i) the Chief Executive Officer of the Bank and (ii) all other
executive officers of the Bank whose cash compensation exceeded $100,000 in
fiscal 1998, for services in all capacities.
9
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards All Other Compensation
--------------------------------- ----------------------------- ----------------------
Securities Underlying
Restricted Option/Stock
Name and Other Annual Stock Appreciation Rights
Principal Position Year Salary Bonus Compensation Awards ("SARs") (in shares)
- ------------------ ---- -------- ------- ------------ ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Samuels, Jr., 1998 $166,250/(1)/ $23,328 $ -- $ -- -- $19,200/(3)/
President, Chief Executive 1997 160,257/(1)/ 43,091/(2)/ -- -- -- 18,000/(3)/
Officer and Director of the 1996 150,000/(1)/ 55,738/(2)/ -- -- -- 18,000/(3)/
Company and Bank
John F. Burns, 1998 $120,000/(1)/ $15,629 $ -- $ -- -- $14,902/(5)/
Executive Vice President and 1997 102,473/(1)/ 24,768/(4)/ -- -- -- 14,909/(5)/
Secretary of the Company and 1996 93,000 30,852/(4)/ -- -- -- 14,921/(5)/
Bank
</TABLE>
- ----------------------------
/(1)/ Includes directors' fees from the Bank in the amount of $12,000 for Mr.
Samuels for each of the years ended June 30, 1998, 1997 and 1996; and
$12,000 and $3,000 for Mr. Burns for the years ended June 30, 1998 and
1997, respectively.
/(2)/ Includes annual bonus of $23,040 and $36,000 under Bonus Compensation
Plan in fiscal 1997 and 1996, respectively, and other discretionary
bonuses.
/(3)/ Includes $11,724, $10,356 and $10,164 contributed or allocated by the
Bank pursuant to the Bank's defined contribution profit sharing plan and
$7,476, $7,644 and $7,836 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1998, 1997 and 1996,
respectively. A total of 1,540 shares of Common Stock with a market
value of $37,730 or $24.50 per share as of June 30, 1998, were allocated
to Mr. Samuels under the Employee Stock Ownership Plan during the year
ended June 30, 1998.
/(4)/ Includes annual bonus of $11,520 and $18,000 under Bonus Compensation
Plan in Fiscal 1997 and 1996, respectively, and other discretionary
bonuses.
/(5)/ Includes $9,100, $8,578 and $8,425 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$5,802, $6,331 and $6,496 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1998, 1997 and 1996,
respectively. A total of 1,192 shares of Common Stock with a market
value of $29,204 or $24.50 per share as of June 30, 1998, were allocated
to Mr. Burns under the Employee Stock Ownership Plan during the year
ended June 30, 1998.
10
<PAGE>
EMPLOYEES STOCK OPTION PLAN. Pursuant to the First Savings Bank of Moore
County, Inc., SSB Employee Stock Option Plan (the "Employees Plan"), 360,000
shares of the Common Stock have been reserved for issuance upon the exercise of
options which could be granted under the Employees Plan. Eleven officers of the
Bank have been granted options to purchase 270,000 shares of the Common Stock.
Options granted under the Employees Plan have a vesting schedule which
provides that 20% of the options granted vested automatically on January 6,
1994, and 10% vested or will vest on each subsequent anniversary date, so that
the options would be completely vested in eight years. Options become 100%
vested at retirement, death or disability, if earlier. In addition, options
granted under the Employees Plan immediately vest and may be exchanged for cash
payments upon a "change in control" of the Bank. The definition of "change in
control" in the Employees Plan is similar to that described below under the
heading "-- Employment Agreements." The Board of Directors amended the vesting
schedule for all of Mr. Samuels' and Mr. Burns' remaining unvested stock options
on December 12, 1996. Mr. Samuels' remaining 23,200 unvested options will vest
in increments of 10,000 options on January 6, 1999 and 2000, and the remaining
3,200 options will vest on January 6, 2001. Mr. Burns' remaining 1,600 options
will vest on January 6, 1999.
The following table provides certain information with respect to the number
of shares of the Common Stock represented by outstanding stock options held by
Messrs. Samuels and Burns as of June 30, 1998. Also reported are the value for
"in-the-money" options which represents the positive spread between the exercise
price of existing stock options and the last sales price of the Common Stock as
of June 30, 1998 as reported on the Nasdaq National Market. Mr. Samuels
exercised 10,000 shares and Mr. Burns exercised 4,500 shares during the fiscal
year ended June 30, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME ON EXERCISE REALIZED FISCAL YEAR END FISCAL YEAR END(1)
- ----------------- -------------------- ------------ ------------------------------- -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William E. Samuels 10,000 145,000 38,800/0 23,200/0 $950,600/$0 $568,400/$0
John F. Burns 4,500 67,500 29,900/0 1,600/0 $732,550/$0 $ 39,200/$0
</TABLE>
- ---------------------------
(1) The exercise price of the stock options is $10.00. On June 30, 1998, the
last sale price for the Common Stock as reported on the Nasdaq National
Market was $24.50.
EMPLOYMENT AGREEMENTS. The Bank has entered into employment agreements
with William E. Samuels, Jr., President and Chief Executive Officer, and John F.
Burns, Executive Vice President and Secretary, in order to establish their
duties and compensation and to provide for their continued employment with the
Bank. Each of the agreements provides for an initial term of employment of three
years. Commencing on the first anniversary date and continuing on each
anniversary date thereafter, the agreements will be extended for an additional
year so that the remaining term will be three years unless written notice of
non-renewal is given by the
11
<PAGE>
Bank's board of directors after conducting a performance evaluation of the
employee. Mr. Samuels' agreement now provides for an annual base salary of
$158,500 and Mr. Burns' agreement now provides for an annual base salary of
$111,000. The agreements also provide that the base salary shall be reviewed by
the Board of Directors not less often than annually. In the event of a change in
control (as defined below), the employees' base salaries must be increased by at
least 5% annually. In addition, the employment agreements provide for
profitability and discretionary bonuses and participation in other pension,
profit-sharing or retirement plans maintained by the Bank, as well as fringe
benefits normally associated with such employees' offices. The employment
agreements provide that they may be terminated by the Bank for cause, as defined
in the agreements, and that they may otherwise be terminated by the Bank
(subject to vested rights) or by the employees.
The employment agreements provide that if employment is terminated in
connection with, or within 24 months after, a change in control or if the nature
of the employees' compensation, duties or benefits are diminished following a
change in control, and the employees terminate their employment, the employees
will be entitled to receive compensation equal to 2.99 times their average
annual compensation for income tax purposes for the most recent five tax years
prior to the change in control, payable in lump sum or in equal monthly
payments. For purposes of the employment agreement, a change in control
generally will occur if (i) after the effective date of the employment
agreement, any "person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of the Company, or acquires in any manner control of the
election of a majority of the directors of the Company, (ii) the Company
consolidates or merges with or into another corporation, association or entity,
or is otherwise reorganized, where the Company is not the surviving corporation
in such transaction, or (iii) all or substantially all of the assets of the
Company are sold or otherwise transferred to or are acquired by any other entity
or group.
Payments under the employment agreements in the event of a change in
control may constitute excess parachute payments under Section 280G of the Code
resulting in the imposition of excise taxes on the recipients and denial of a
deduction to the Bank for all amounts in excess of the executives' average
annual compensation for the five tax years preceding the change in control.
Each agreement provides that benefits payable to the employee as a result of a
change in control will be modified or reduced to the extent deemed to be
necessary by the Bank's Board of Directors to avoid the imposition of excise
taxes on the employee or the disallowance of a deduction to the Bank.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Board
of Directors appointed a Compensation Committee to determine the compensation of
the executive officers and the Bank's other employees. During the fiscal year
ended June 30, 1998, the Compensation Committee consisted of H. David Bruton,
Chairman, Virginia C. Brandt, Felton J. Capel and William E. Samuels, Jr. Mr.
Samuels is also President and Chief Executive Officer of the Company and the
Bank. Mr. Samuels participates in decisions of the Bank's Compensation
Committee and Board of Directors regarding compensation of all executive
officers of the Bank other than himself.
REPORT OF COMPENSATION COMMITTEE. It is the responsibility of the
Bank's Compensation Committee to review and evaluate performance of the Bank's
executive officers. The salary of each executive officer, including Mr.
Samuels, the Chief Executive Officer, is determined based upon the executive
officer's contributions to the Bank's overall profitability, maintenance of
regulatory compliance standards, professional leadership, and management
effectiveness in meeting the needs of day-to-day operations. In addition, the
executive officers of the Bank are eligible to receive discretionary bonuses
based on profit--as are all other employees -- declared by the Bank's Board of
Directors based upon after-tax net income of the Bank.
H. David Bruton
Virginia C. Brandt
Felton J. Capel
William E. Samuels, Jr.
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative shareholder return
on the Common Stock with a Nasdaq (U.S. companies) index and with a savings
institution peer group whose stock is quoted on Nasdaq. The graph was prepared
using data through June 30, 1998.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Performance Report for
First Savings Bancorp, Inc.
Prepared by the Center for Research in Security Prices
Produced on July 29, 1998 including data to June 30, 1998
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
- ---- ------------- ------------ ----------
<S> <C> <C> <C>
06/30/93 90.043 84.979
07/30/93 90.149 90.988
08/31/93 94.809 95.828
09/30/93 97.632 100.135
10/29/93 99.826 100.745
11/30/93 96.851 97.718
12/31/93 99.551 100.547
01/06/94 100.000 100.000 100.000
01/31/94 100.893 102.573 103.044
02/28/94 102.679 101.615 101.904
03/31/94 101.786 95.366 98.362
04/29/94 107.143 94.129 101.712
05/31/94 108.929 94.358 109.043
06/30/94 126.087 90.907 112.167
07/29/94 131.491 92.771 114.744
08/31/94 135.093 98.686 117.490
09/30/94 140.756 98.433 115.155
10/31/94 129.441 100.368 108.527
11/30/94 122.199 97.038 101.481
12/30/94 116.565 97.310 102.558
01/31/95 114.744 97.856 107.954
02/28/95 118.387 103.031 114.853
03/31/95 122.837 106.086 115.549
04/28/95 120.087 109.426 119.822
05/31/95 122.837 112.250 121.984
06/30/95 134.160 121.346 126.067
07/31/95 134.160 130.266 131.263
08/31/95 141.614 132.907 144.466
09/29/95 144.371 135.964 147.334
10/31/95 149.996 135.185 145.306
11/30/95 146.246 138.359 150.313
12/29/95 134.494 137.621 153.722
01/31/96 145.347 138.300 152.082
02/29/96 138.741 143.563 155.159
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
- ---- ------------- ------------ -----------
<S> <C> <C> <C>
03/29/96 138.953 144.039 157.922
04/30/96 145.615 155.989 160.474
05/31/96 146.567 163.152 161.486
06/28/96 143.751 155.797 163.520
07/31/96 129.280 141.924 160.665
08/30/96 131.209 149.877 168.926
09/30/96 140.258 161.340 173.475
10/31/96 141.232 159.558 180.814
11/29/96 148.050 169.422 192.476
12/31/96 147.463 169.269 197.149
01/31/97 147.463 181.300 207.279
02/28/97 153.361 171.272 221.910
03/31/97 155.917 160.091 216.036
04/30/97 156.910 165.096 217.589
05/30/97 158.897 183.805 230.761
06/30/97 178.285 189.433 250.329
07/31/97 188.301 209.429 265.359
08/29/97 165.264 209.109 273.329
09/30/97 193.136 221.480 299.848
10/31/97 188.080 210.010 310.347
11/28/97 197.180 211.062 316.237
12/31/97 208.243 207.688 341.977
01/30/98 210.275 214.204 327.067
02/27/98 192.931 234.314 351.941
03/31/98 210.390 242.955 368.401
04/30/98 183.576 247.072 377.682
05/29/98 191.826 233.561 363.584
06/30/98 204.202 250.040 355.655
</TABLE>
The index level for all series was set to 100.00 on 01/06/94.
<TABLE>
<CAPTION>
LEGEND
Symbol CRSP Total Returns Index for: 06/30/93 06/30/94 06/30/95 06/28/96 06/30/97 06/30/98
- ------ ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
_________ . First Savings Bancorp, Inc. 126.1 134.2 143.8 178.3 204.2
..._____... * Nasdaq Stock Market (US Companies) 90.0 90.9 121.3 155.8 189.4 250.0
- -------------- NASDAQ Stocks (SIC 6030-6039 US 85.0 112.2 126.1 163.5 250.3 355.7
Companies)
Savings Institutions
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 01/06/94.
14
<PAGE>
CERTAIN INDEBTEDNESS AND TRANSACTIONS OF MANAGEMENT
The Bank makes loans to its executive officers and directors in the
ordinary course of its business. These loans are currently made on the same
terms, including interest rates, collateral and repayment terms, as those then
prevailing for comparable transactions with nonaffiliated persons, and do not
involve more than the normal risk of collectibility or present any other
unfavorable features. Applicable regulations prohibit the Bank from making
loans to its executive officers and directors at terms more favorable than could
be obtained by persons not affiliated with the Bank. The Bank's policy
concerning loans to executive officers and directors currently complies with
such regulations.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
Dixon Odom PLLC was the Company's independent auditor for the year ended
June 30, 1998 and has been selected as the Company's independent auditor for the
year ending June 30, 1999. Such selection is being submitted to the Company's
shareholders for ratification. A representative of Dixon Odom PLLC is expected
to attend the Meeting and will be afforded an opportunity to make a statement,
if he so desires, and to respond to appropriate questions from shareholders.
As of August 29, 1996, Dixon Odom PLLC was engaged as the Company's new
independent auditor. Prior to that time, Deloitte & Touche LLP served as the
Company's independent auditor. The decision to change independent auditors was
based on several factors, including location and cost, and was approved by the
Executive Committee. Deloitte & Touche LLP's report on the Company's financial
statements for the fiscal years ended June 30, 1996 and 1995 did not contain an
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During such year and the
subsequent interim period through August 29, 1996, there were no disagreements
between the Company and Deloitte & Touche LLP on any matter of accounting
principles of practice, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of such auditor, would have
caused it to make reference to the subject of such disagreement in connection
with its reports. During its two most recent fiscal years and the subsequent
interim period ended August 29, 1996, the Company has not consulted Dixon Odom
PLLC with regard to either: (i) application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, or (ii)
any matter that was either the subject of a disagreement or a reportable event.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
---
RATIFICATION OF THE SELECTION OF DIXON ODOM PLLC AS INDEPENDENT AUDITOR FOR THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
15
<PAGE>
PROPOSALS FOR 1999 ANNUAL SHAREHOLDERS' MEETING
It is presently anticipated that the 1999 Annual Meeting of Shareholders
will be held in October of 1999. In order for shareholder proposals to be
included in the proxy materials for that meeting, such proposals must be
received by the Secretary of the Company at the Company's principal executive
office not later than July 1, 1999, and meet all other applicable requirements
for inclusion therein.
The Company's bylaws provide that, in order to be eligible for
consideration at the annual meeting of shareholders, all nominations of
directors, other than those made by the Company's Board of Directors, must be
made in writing and must be delivered to the Secretary of the Company not less
than 30 days nor more than 50 days prior to the meeting at which such
nominations will be made; provided, however, if less than 21 days notice of the
meeting is given to shareholders, such nominations must be delivered to the
Secretary of the Company not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed.
OTHER MATTERS
Management knows of no other matters to be presented for consideration at
the Meeting or any adjournments thereof. If any other matters shall properly
come before the Meeting, it is intended that the proxyholders named in the
enclosed form of proxy will vote the shares represented thereby in accordance
with their judgment, pursuant to the discretionary authority granted therein.
MISCELLANEOUS
The Annual Report of the Company for the year ended June 30, 1998, which
includes financial statements audited and reported upon by the Company's
independent auditor, is being mailed along with this Proxy Statement; however,
it is not intended that the Annual Report be a part of this Proxy Statement or a
solicitation of proxies.
THE FORM 10-K FILED BY THE COMPANY WITH THE SEC, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WILL BE PROVIDED FREE OF CHARGE UPON WRITTEN
REQUEST DIRECTED TO: FIRST SAVINGS BANCORP, INC., POST OFFICE BOX 1657, 205
S.E. BROAD STREET, SOUTHERN PINES, NORTH CAROLINA 28388-1657, ATTENTION:
WILLIAM E. SAMUELS, JR.
By Order of the Board of Directors,
/s/ John F. Burns
---------------------------------------
John F. Burns
Secretary
Southern Pines, North Carolina
September 28, 1998
16
<PAGE>
[X]PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C>
- --------------------------------- 1. Election of Directors,
FIRST SAVINGS BANCORP, INC. Term Ending at 2001 Annual Meeting: For All With- For All
- --------------------------------- Nominees hold Except
J.E. Causey [_] [_] [_]
Henry A. Clayton
William E. Samuels, Jr.
Mark box at right if an address change [_] NOTE: If you do not wish your shares voted "For" a particular nominee,
or comment has been noted mark the "For All Except" box and strike a line through the name(s) of
on the reverse side of this card. the nominee(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. To ratify the selection of Dixon, Odom, & Co., [_] [_] [_]
L.L.P. as the independent auditor for the Company
for the fiscal year ending June 30, 1999.
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof. The Board of Directors is not aware of any
other business to be considered at the Meeting.
-----------
Please be sure to sign and date this Proxy Date
- -----------------------------------------------------------
- ---Stockholder sign here---------------Co-owner sign here--
</TABLE>
<PAGE>
FIRST SAVINGS BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1998
The undersigned hereby appoints the members of the Board of Directors and each
or any of them proxies, with power of substitution, to vote all shares of the
undersigned at the Annual Meeting of Stockholders of First Savings Bancorp, Inc.
(the "Company") to be held on October 29, 1998, at 10:00 a.m. at the Holiday
Inn, U.S. Highway 1 By-Pass, Southern Pines, N.C. or at any adjournment thereof,
upon the matters set forth in the Proxy Statement for such meeting, and in their
discretion, on such other business as may properly come before the meeting, as
follows on the reverse side.
IF PROPERLY MARKED, DATED, SIGNED AND RETURNED, THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS STATED. IF INSTRUCTIONS ARE GIVEN WITH RESPECT TO SOME BUT NOT ALL
PROPOSALS, SUCH INSTRUCTIONS AS ARE GIVEN WILL BE FOLLOWED, BUT THE PROXY WILL
BE VOTED FOR THE PROPOSALS AS TO WHICH NO INSTRUCTIONS ARE GIVEN, IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH 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 PRESENT AT 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 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.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: When shares are held by joint tenants, both should sign. Persons signing
as Executor, Administrator, Trustee, etc. should so indicate. Please sign
exactly as the name appears on the proxy.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
