<PAGE>
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 1999 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 28, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders (the
"Meeting") of First Savings Bancorp, Inc. (the "Company") will be held on
Thursday, October 28, 1999, 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 2002 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, 2000; 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 1, 1999, 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/ William A. Roberts
William A. Roberts
Secretary
Southern Pines, North Carolina
September 24, 1999
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 28, 1999, 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 24, 1999.
Other than the matters listed on the attached Notice of 1999 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 material
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.
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 1, 1999, has been
fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders of
<PAGE>
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 3,482,327.
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, 2000, 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 5% 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 5% of the
Common Stock.
<TABLE>
<CAPTION>
Amount and Nature Percentage
Name and Address of Beneficial Ownership of Class/(1)/
---------------- ----------------------- -----------
<S> <C> <C>
Dimensional Fund Advisors, Inc. 190,500/(2)/ 5.49%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William E. Samuels, Jr. 175,776/(3)/ 5.05%
</TABLE>
_________________________________________________
(1) Based upon a total of 3,482,327 shares of the Common Stock outstanding at
the Record Date.
2
<PAGE>
(2) Based upon the Schedule 13G dated February 11, 1999, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, is deemed
to beneficially own 190,500 shares of First Savings Bancorp, Inc. stock as
of December 31, 1998, 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.
(3) Includes 22,000 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 70,355 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 7,973 shares have been
allocated to Mr. Samuels under the Employee Stock Ownership Plan.
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 10,500/(3)/ 10,500 0 .30%
H. David Bruton 70,684/(4)/ 66,884/(3)/ 3,800 2.03%
John F. Burns 140,522/(5)/ 65,527 74,995 4.04%
Felton J. Capel 11,500/(3)/ 10,000 1,500 .33%
J. E. Causey 79,942/(6)/ 68,342/(3)/ 11,600 2.30%
Henry A. Clayton 62,416/(7)/ 62,416/(3)/ 0 1.80%
Frank G. Hardister 36,668/(8)/ 36,668/(3)/ 0 1.05%
W. Harrell Johnson 57,839/(9)/ 55,509/(3)/ 2,330 1.66%
Joe Montesanti, Jr. 73,448/(10)/ 63,348/(3)/ 10,100 2.11%
Thomas F. Phillips 59,212/(11)/ 58,061/(3)/ 1,151 1.70%
William E. Samuels, Jr. 175,776/(12)/ 87,421/(5)/ 88,355 5.05%
Nominees, directors and all
executive officers of the Company 794,074/(13)/ -- -- 22.80%
as a group (12 persons)
</TABLE>
________________________________________________
/(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 3,482,327 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 10,000 shares which could be purchased pursuant to the exercise
of stock options granted to the named beneficial owner.
/(4)/ Includes 36,500 shares which could be purchased pursuant to the exercise
of stock options granted to Dr. Bruton.
/(5)/ Includes 27,000 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 70,355 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
6,226 shares have been allocated to Mr. Burns under the Employee Stock
Ownership Plan.
/(6)/ Includes 37,500 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Causey.
/(7)/ Includes 35,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Clayton.
/(8)/ Includes 25,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Hardister.
/(9)/ Includes 36,950 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Johnson.
/(10)/ Includes 35,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Montesanti.
3
<PAGE>
/(11)/ Includes 45,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Phillips.
/(12)/ Includes 22,000 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 70,355 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
7,973 shares have been allocated to Mr. Samuels under the Employee Stock
Ownership Plan.
/(13)/ Includes 349,600 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 6,400 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 70,355
allocated and unallocated shares held by the First Savings Bank of Moore
County, Inc., SSB Employee Stock Ownership Plan. William E. Samuels, Jr.,
Chairman of the Board of Directors and an executive officer, and John F.
Burns, a director and an executive officer, are trustees of such Plan and
have certain voting and investment power over such shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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, 1999,
all of its executive officers and directors complied with all applicable Section
16(a) filing requirements.
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 ten 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 2002 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 four 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 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 is eligible for election or
re-election to the Board of Directors.
4
<PAGE>
The Board of Directors recommends a vote FOR all of the following nominees
---
for election as directors.
The following tables set forth as to each nominee and each director whose
term is continuing, his or her name, age, principal occupation during the last
five years and the year he or she was first elected as a director.
<TABLE>
<CAPTION>
Age on Principal Occupation During Director
Name June 30, 1999 Last Five Years Since
---- ------------- ---------------------- -----
Nominees for Three-Year Term Expiring in 2002
---------------------------------------------
<S> <C> <C> <C>
Virginia C. Brandt 47 Certified Public Accountant, Holden, 1997
Brandt & Longfellow, P.C.
H. David Bruton, M.D. 64 Secretary of North Carolina 1979
Department of Health and Human
Services; Physician, Sandhills
Pediatrics, Inc. until December 31,
1996
Frank G. Hardister 64 President of Powell Funeral Home in 1990
Southern Pines, North Carolina
Directors with Three-Year Term Expiring in 2001
-----------------------------------------------
J. E. Causey 84 Retired contractor and realtor 1960
Henry A. Clayton 76 Retired merchant 1954
William E. Samuels, Jr. 68 Chairman of the Board of Directors 1977
of the Company and Senior Vice
President of the Bank; retired
President and Chief Executive
Officer of the Company and the Bank
Directors with Three-Year Term Expiring in 2000
-----------------------------------------------
John F. Burns 51 President and Chief Executive 1995
Officer of the Company and the Bank
Felton J. Capel 72 Owner of Century Associates of N.C., 1997
Southern Pines, North Carolina, a
distributor of cookware and other
housewares
W. Harrell Johnson 75 Retired dentist 1959
Thomas F. Phillips 53 Automobile dealer and owner of 1985
Phillips Motor Company, Carthage,
North Carolina
</TABLE>
5
<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 12 meetings in the fiscal year ended June
30, 1999. No director attended fewer than 75% of the total number of Board
meetings and meetings of Board committees on which he or she served during the
year ended June 30, 1999.
The Executive Committee consists of W.E. Samuels, Jr., Chairman, H. David
Bruton, Frank G. Hardister, Joe Montesanti, Jr., John F. Burns, and J.E. Causey.
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. During the fiscal
year ended June 30, 1999 the committee met two 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, W. Harrell
Johnson, John F. Burns and Timothy S. Maples. The Audit Committee met one time
during the fiscal year ended June 30, 1999.
The Compensation Committee determines the compensation of the executive
officers and the Bank's other employees. During the fiscal year ended June 30,
1999, the Compensation Committee consisted of H. David Bruton, Chairman, Felton
J. Capel,William E. Samuels, Jr., J.E. Causey, Thomas F. Phillips and John F.
Burns. Mr. Burns is also President and Chief Executive Officer of the Company
and the Bank. Mr. Burns participates in decisions of the Bank's executive
committee and board of directors regarding compensation of all executive
officers of the Bank other than himself. The Compensation Committee met two
times during the fiscal year ended June 30, 1999.
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, 1999 is: Thomas F. Phillips, Chairman, H. David Bruton,
Frank G. Hardister, H.A. Clayton, and W. Harrell Johnson. 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 board of directors of First Savings Bank of Moore County (the "Bank")
has appointed three other standing committees to which certain responsibilities
have been delegated--the Investment Committee, the Loan Committee, and the
Compliance Committee. The Board of Directors and the Bank's board of directors
appoint other committees of its members to perform certain more 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.
Board of Directors of the Bank
The Bank has also had an eleven-member board of directors which is composed
of the same persons who are now directors of the Company. However, Joe
Montesanti, Jr. is retiring from the board of directors of the Bank and the
Company effective as of the 1999 Annual Meeting and the vacancy created by his
retirement will not be filled. Therefore, the Bank and the Company will each
have a ten-member board of directors after the 1999 Annual Meeting.
Directors' Compensation
Directors' Fees. During the fiscal year ended June 30, 1999, each member of
the Board of Directors received annual fees of $12,500 plus $250.00 for each
committee meeting attended except for W.E. Samuels, Jr., chairman of the Board
of Directors, who received $15,000, and J.E. Causey, former Chairman of the
Board of Directors, who received $15,500 in annual fees plus $250.00 for each
committee meeting attended. Beginning July 1, 1999, each member of the Board of
Directors receives an annual retainer of $7,000 plus $500.00 for each board
meeting attended and $250.00 for each committee meeting attended. Mr. Samuels,
Chairman of the Board of Directors, receives an annual retainer of $12,000 plus
$500.00 for each meeting attended. Mr. Burns and Mr. Samuels do not receive any
additional compensation for attending committee meetings.
6
<PAGE>
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 "First Directors Plan"). Pursuant to the
First 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 First 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 C. Brandt and Felton J. Capel. Ms. Brandt and
Mr. Capel were each granted options to purchase 10,000 shares of the Common
Stock on June 30, 1999 pursuant to the First Savings Bancorp Inc. Second
Nonqualified Stock Option Plan for Directors (the "Second Directors Plan," and
collectively, with the First Directors Plan, the "Directors Plans"). Mr. Samuels
and Mr. Burns received no options under either 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 First Directors Plan and the Second Directors
Plan have an exercise price of $10.00 and $20.00 per share, respectively, the
fair market value of the underlying securities on the date the options were
granted. Options granted under the Directors Plans have a term of ten years and
are not transferable except upon death. However, under the First Directors Plan,
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 Plans became vested in the recipients and nonforfeitable when they
were granted. The Bank's board of directors can amend the First Directors Plan
at any time and the Company's Board of Directors can amend the Second Directors
Plan at any time; however, no changes may be made to either plan 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 First Directors Plan. In addition, if the Bank
desires for the Directors Plans to continue to satisfy the requirements of Rule
16b-3 under the Exchange Act, shareholder approval is required for certain
amendments to the Directors Plans.
Options granted pursuant to the Directors Plans 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.
7
<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>
Name Age on Positions and Occupations Employed By
- ---- June 30, 1999 During Last Five Years the Company
------------- ---------------------- Since
-----
<S> <C> <C> <C>
John F. Burns 51 President and Chief Executive Officer of 1972
the Company and the Bank
William E. Samuels, Jr. 68 Chairman of the Board of Directors of 1967
the Company and Senior Vice President of
the Bank; Retired President and Chief
Executive Officer of the Company and the
Bank
Timothy S. Maples 38 Vice President, Chief Financial Officer 1993
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, 1999, 1998, and 1997, 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 1999, for services in all capacities.
8
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
------------------- ---------------------------------
Securities Underlying
Restricted Options/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>
William E. Samuels, Jr., 1999 $131,750/(1)/ $25,542 $ $
Chairman of the Board of 1998 166,250/(1)/ 23,328 -- -- --
Directors of the Company 1997 160,257/(1)/ 43,091(2) -- -- --
and Senior Vice President of
the Bank; Retired President,
Chief Executive Officer of
the Company and Bank
John F. Burns, 1999 $130,500/(1)/ $17,402 $ $
Chief Executive Officer and 1998 120,000/(1)/ 15,629 -- -- --
President of the Company 1997 102,473/(1)/ 24,768/(4)/ -- -- --
and Bank
<CAPTION>
All Other Compensation
---------------------------
Name and
Principal Position
------------------
<S> <C>
William E. Samuels, Jr., $17,469/(3)/
Chairman of the Board of 19,200/(3)/
Directors of the Company 18,000/(3)/
and Senior Vice President of
the Bank; Retired President,
Chief Executive Officer of
the Company and Bank
John F. Burns, $16,290/(5)/
Chief Executive Officer and 14,902/(5)/
President of the Company and Bank 14,909/(5)/
</TABLE>
- ----------------------------------
(1) Includes directors' fees from the amount of $15,000 for Mr. Samuels for the
year ended June 30, 1999 and $12,000 for the years ended June 30, 1998 and
1997; and $12,500, $12,000 and $3,000 for Mr. Burns for the years ended
June 30, 1999, 1998 and 1997 respectively.
(2) Includes annual bonus of $23,040 under Bonus Compensation Plan in fiscal
1997 and other discretionary bonuses.
(3) Includes $10,985, $11,724, and $10,356 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and $6,484,
$7,476, and $7,644 contributed by the Bank pursuant to the Bank's Employee
Stock Ownership Plan during fiscal 1999, 1998 and 1997, respectively. A
total of 1,523 shares of Common Stock with a market value of $30,460 or
$20.00 per share as of June 30, 1999, were allocated to Mr. Samuels under
the Employee Stock Ownership Plan during the year ended June 30, 1999.
(4) Includes annual bonus of $11,520 under Bonus Compensation Plan in fiscal
1997 and other discretionary bonuses.
(5) Includes $10,244, $9,100, and $8,578 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and $6,046,
$5,802, and $6,331 contributed by the Bank pursuant to the Bank's Employee
Stock Ownership Plan during fiscal 1999, 1998 and 1997, respectively. A
total of 1,276 shares of Common Stock with a market value of $25,520 or
$20.00 per share as of June 30, 1999, were allocated to Mr. Burns under the
Employee Stock Ownership Plan during the year ended June 30, 1999.
9
<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. Thirteen officers of
the Bank have been granted options to purchase 290,000 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. Ten thousand of Mr. Samuels' remaining 13,200 unvested
options will vest on January 6, 2000, and the remaining 3,200 options will vest
on January 6, 2001. Mr. Burns' remaining 1,600 options vested 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, 1999. 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, 1999 as reported on the Nasdaq National Market. Mr. Samuels
exercised 40,000 shares and Mr. Burns exercised 4,500 shares during the fiscal
year ended June 30, 1999.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Shares Underlying Unexercised in-the-Money
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, Jr. 40,000 $535,000 8,800/0 13,200/0 $176,000/$0 $264,000/$0
John F. Burns 4,500 $ 61,875 27,000/0 0/0 $540,000/$0 $0/$0
- ---------------------------
</TABLE>
(1) The exercise price of the stock options is $10.00. On June 30, 1999, the
last sale price for the Common Stock as reported on the Nasdaq National
Market was $20.00.
Employment Agreements. The Bank has entered into employment agreements with
John F. Burns, President and Chief Executive Officer, and William E. Samuels,
Jr., Chairman of the Board of Directors of the Company and Senior Vice President
of the Bank, 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 Bank's
board of directors after conducting a performance evaluation of the employee.
Mr. Burns' agreement now provides for an annual base salary of $125,000 and Mr.
Samuels' agreement now provides for an annual base salary of $75,000. The
agreements also provide that the base salary shall be reviewed by the Board of
Directors
10
<PAGE>
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
Compensation Committee determines the compensation of the executive officers and
the Bank's other employees. During the fiscal year ended June 30, 1999, the
Compensation Committee consisted of H. David Bruton, Chairman, Felton J.
Capel,William E. Samuels, Jr., J.E. Causey, Thomas F. Phillips and John F.
Burns. Mr. Burns is also President and Chief Executive Officer of the Company
and the Bank. Mr. Burns participates in decisions of the Bank's executive
committee and board of directors regarding compensation of all executive
officers of the Bank other than himself.
Report of Compensation Committee on Executive Compensation. 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. Burns, 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
Felton J. Capel
William E. Samuels, Jr.
J.E. Causey
Thomas F. Phillips
John F. Burns
11
<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, 1999.
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 August 6, 1999 including data to June 30, 1999
12
<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 substantially
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, 1999 and has been selected as the Company's independent auditor for the
year ending June 30, 2000. 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.
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, 2000.
PROPOSALS FOR 2000 ANNUAL SHAREHOLDERS' MEETING
It is presently anticipated that the 2000 Annual Meeting of Shareholders
will be held in October of 2000. 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 May 20, 2000, and meet all other applicable requirements
for inclusion therein.
In the alternative, if a shareholder follows the Securities and Exchange
Commission's proxy solicitation rules, the shareholder may commence his own
proxy solicitation and present a proposal from the floor at the 2000 Annual
Meeting of Shareholders of the Company. In order to do so, the shareholder must
notify the Secretary of the Company in writing, at the Company's principal
executive office no later than August 5, 2000, of his proposal. If the
shareholder does not notify the Secretary of the Company by August 5, 2000, the
Company may vote proxies under the discretionary authority granted by the
proxies solicited by the Board of Directors for such Annual Meeting.
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.
13
<PAGE>
MISCELLANEOUS
The Annual Report of the Company for the year ended June 30, 1999, 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: TIMOTHY S.
MAPLES.
By Order of the Board of Directors,
/s/ William A. Roberts
William A. Roberts
Secretary
Southern Pines, North Carolina
September 24, 1999
14
<PAGE>
REVOCABLE PROXY
FIRST SAVINGS BANCORP, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 1999
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 28, 1999, at 10:00am., 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:
----------------------
Please be sure to sign and date Date
this Proxy in the box below.
- ---------------------------------------------------------------
- ------Stockholder sign above----Co-holder (if any) sign above--
With- For All
For hold Except
1. Election of Directors: [_] [_] [_]
Term Ending at 2002 Annual Meeting:
Virginia C. Brandt
H. David Bruton, M.D.
Frank G. Hardister
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
For Against Abstain
2. To ratify the selection of Dixon Odom [_] [_] [_]
PLLC as the independent auditor for the
company for the fiscal year ending June 30,
2000.
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.
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 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 JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED 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.
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST SAVINGS BANCORP, INC.
- --------------------------------------------------------------------------------
The above signed 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.
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.
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
[_] Please mark box if an address change
or comment has been noted below.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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