<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
Bancorp Connecticut, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A.
(2) Aggregate number of securities to which transaction applies: N/A.
(3) Per unit price of 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): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
- -- 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: N/A.
(2) Form, Schedule or Registration Statement No.: N/A.
(3) Filing Party: N/A.
(4) Date Filed: N/A.
<PAGE>
Bancorp Connecticut, Inc.
Parent of Southington Savings Bank
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of the
Shareholders of Bancorp Connecticut, Inc. (the "Company") to be held on
Wednesday, May 13, 1998. Matters scheduled for consideration at the Meeting are
the election of directors, and the ratification of the appointment of the
Company's independent accountants for 1998.
Please give the enclosed Proxy Statement your prompt and careful
attention. A copy of the Company's 1997 Annual Report to Shareholders also is
enclosed. If you need an additional copy of the Company's Annual Report, please
call Lesley A. DeAngelo at 860-620-5295.
It is important that your shares be represented at the Meeting. To
ensure that your shares will be represented, please sign and promptly return the
enclosed proxy in the envelope provided, regardless of whether you plan to
attend the Meeting. If you attend the Meeting, you may vote in person even if
you previously have mailed in your proxy.
Sincerely,
/s/ Robert D. Morton
ROBERT D. MORTON
President
121 Main Street, Southington, Connecticut 06489-2533
Phone (860) 628-0351 Fax (860) 276-9429
http://www.bkct.com
<PAGE>
BANCORP CONNECTICUT, INC.
121 MAIN STREET
SOUTHINGTON, CONNECTICUT 06489
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF
BANCORP CONNECTICUT, INC.
TO BE HELD MAY 13, 1998
TO THE SHAREHOLDERS OF BANCORP CONNECTICUT, INC.:
Notice is hereby given that the 1998 Annual Meeting of the Shareholders
(the "Meeting") of Bancorp Connecticut, Inc. (the "Company") will be held at
2:00 p.m. on Wednesday, May 13, 1998, at The Aqua Turf Club, 556 Mulberry
Street, Southington, Connecticut, for the following purposes:
(1) To elect four directors to serve until the 2001 annual
meeting of shareholders and until their successors are elected and have
qualified;
(2) To ratify the appointment of Coopers & Lybrand L.L.P.
as the Company's independent accountants for the fiscal year ending
December 31, 1998; and
(3) To transact such other business as may properly
come before the Meeting or any adjournment thereof.
Only shareholders of record of outstanding shares of Common Stock of
the Company at the close of business on March 18, 1998, are entitled to notice
of, and to vote at, the Meeting or any adjournment or postponement thereof.
A list of the Company's shareholders will be open to the examination of
any shareholder, for any purpose germane to the Meeting, during ordinary
business hours, for at least 10 days prior to the Meeting, at the offices of the
Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Anthony Priore, Jr.
Anthony Priore, Jr.
Secretary
Southington, Connecticut
April 10, 1998
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU ATTEND THE MEETING, YOU MAY
THEN REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE>
BANCORP CONNECTICUT, INC.
121 MAIN STREET
SOUTHINGTON, CONNECTICUT 06489
(860) 628-0351
------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING
TO BE HELD MAY 13, 1998
-----------------------------------
INTRODUCTION
This Proxy Statement is furnished to shareholders of Bancorp
Connecticut, Inc., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company (the
"Board") for use at the Annual Meeting of Shareholders of the Company to be held
on Wednesday, May 13, 1998, at 2:00 p.m., local time, at The Aqua Turf Club, 556
Mulberry Street, Southington, Connecticut 06489 and any adjournment or
postponement thereof (the "Meeting"). The Company is the holding company for
Southington Savings Bank, a Connecticut-chartered capital stock savings bank
(the "Bank").
At the Meeting, shareholders will be asked to consider and vote upon
two proposals: (1) the election of four directors to serve as directors of the
Company until the 2001 annual meeting of shareholders ("Proposal Number One");
and (2) the ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the fiscal year ending December 31, 1998
("Proposal Number Two").
This Proxy Statement is dated April 10, 1998, and is first being mailed
to shareholders along with the related form of proxy on or about April 10, 1998.
If a proxy in the accompanying form is properly executed and returned
to the Company in time for the Meeting and is not revoked prior to the time it
is exercised, the shares represented by the proxy will be voted in accordance
with the directions specified therein for the matters listed on the proxy card.
Unless the proxy specifies that it is to be voted against or voting authority is
to be withheld on a listed proposal, such proxy will be voted FOR each nominee
listed in Proposal Number One and FOR Proposal Number Two, and otherwise in the
discretion of the proxy holders as to any other matter that may come before the
Meeting.
Voting by those present during the Meeting will be by ballot. Votes
will be counted by tellers of the election. These tellers will canvas the
shareholders present at the Meeting, count their votes and count the votes
represented by proxies presented. Abstentions and broker nonvotes are counted
for purposes of determining the number of shares represented at the Meeting, but
are deemed not to have voted on the applicable proposal. Abstentions and broker
nonvotes will therefore have the same effect as a negative vote. Broker nonvotes
occur when a broker nominee, holding shares in street name for the beneficial
owner thereof, has not received voting instructions from the beneficial owner
and does not have discretionary authority to vote such shares.
<PAGE>
REVOCABILITY OF PROXY
Any shareholder of the Company who has given a proxy may revoke such
proxy at any time before it is voted by either (i) filing a written revocation
or a duly executed proxy bearing a later date with Anthony Priore, Jr.,
Secretary of the Company, at Bancorp Connecticut, Inc., 121 Main Street,
Southington, Connecticut 06489, or (ii) attending the Meeting and voting in
person before the proxy is voted. Attendance at the Meeting will not in and of
itself constitute the revocation of a proxy.
RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED
The Board has fixed the close of business on March 18, 1998 as the
record date (the "Record Date") for determining holders of outstanding shares of
the Company's Common Stock, par value $1.00 per share ("Common Stock") who are
entitled to notice of and to vote at the Meeting. As of the Record Date,
5,097,048 shares of Common Stock were issued and outstanding. Each share of
Common Stock is entitled to one vote, and a majority of the outstanding shares
of Common Stock will constitute a quorum for the transaction of business at the
Meeting. No other class of securities of the Company is outstanding or entitled
to vote at the Meeting.
The election of each nominee listed in Proposal Number One as a
director of the Company requires the affirmative vote of a plurality of the
shares of Common Stock which are present or represented at the Meeting. The
approval of Proposal Number Two requires the affirmative vote of a majority of
the shares of Common Stock which are present or represented at the Meeting.
The Company expects that the officers and directors of the Company will
vote the shares of Common Stock held by them (representing approximately 7.25%
of the shares of Common Stock issued and outstanding) in favor of each nominee
listed in Proposal Number One and in favor of Proposal Number Two.
PRINCIPAL SHAREHOLDERS
As of the Record Date, there were no persons or groups (as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the
Company who own or may be deemed to own beneficially more than five percent of
the outstanding Common Stock.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation (the "Certificate") provides
for a Board of Directors of not less than seven and not more than fifteen
members, as fixed from time to time by the Board pursuant to the Company's
Bylaws. The Certificate also provides that the Board is divided into three
classes, as nearly equal in number as the then total number of directors
constituting the entire Board permits, with the term of office of one class
expiring each year at the annual meeting. Each class of directors is elected for
a term of three years except in the case of elections to fill vacancies or newly
created directorships.
The Board presently consists of the twelve persons indicated below as
either nominees for director or continuing directors. Four individuals are to be
elected to serve for a term of three years and until the election and
qualification of their successors. Unless a shareholder WITHHOLDS AUTHORITY, the
holders of proxies representing shares of Common Stock will vote FOR the
election of Norbert H. Beauchemin, Walter J. Hushak, Frederick E. Kuhr, and
Joseph J. LaPorte as directors to serve until the Company's 2001 annual meeting
and until their successors are elected and have qualified. The Board has no
<PAGE>
reason to believe that any of the nominees will decline or be unable to serve as
a director of the Company. However, if any such nominee shall be unavailable for
any reason, then proxies will be voted for the election of such person or
persons as may be recommended by the Board.
The following tables set forth, as of February 28, 1998, certain
information about each nominee director, each director continuing in office and
each executive officer of the Company and the Bank who is not a director. Unless
otherwise stated, all nominees, directors continuing in office, and executive
officers have held the positions described for the past five years. The
Company's executive officers serve at the pleasure of the Board. Each nominee
and continuing director also serves as a director of the Bank.
Nominees Age Director Since Term Expiring*
-------- --- -------------- --------------
Norbert H. Beauchemin 61 1995 2001
Walter J. Hushak 74 1994 2001
Frederick E. Kuhr 60 1994 2001
Joseph J. LaPorte 64 1994 2001
Continuing Directors Age Director Since Term Expiring
-------------------- --- -------------- -------------
Michael J. Karabin 51 1994 1999
David P. Kelley 56 1994 1999
Ralph G. Mann 68 1994 1999
Anthony S. Pizzitola 67 1994 1999
Andrew J. Meade 59 1994 2000
Frank R. Miller 59 1994 2000
Robert D. Morton 57 1994 2000
Dennis J. Stanek 55 1994 2000
* Assumes election at the Meeting.
NORBERT H. BEAUCHEMIN, CPA, is Vice President of the accounting firm of
Dudzik & Beauchemin, P.C., CPAs, located in Southington, Connecticut.
WALTER J. HUSHAK has served as Chairman of the Board of Directors of
the Bank (the "Bank Board") since May, 1994 and prior to that as Vice Chairman
of the Bank Board since 1982. He is Senior Vice President of Janazzo Services,
Inc., which is located in Southington, Connecticut.
MICHAEL J. KARABIN is President of Acme-Monaco Spring Corporation, a
manufacturer of springs, stampings, wire forms, orthodontic hardware and medical
assemblies located in New Britain, Connecticut.
DAVID P. KELLEY is a partner in the law firm of Kelley, Crispino &
Kania, Southington, Connecticut. He has been the Southington Town Attorney since
November, 1993. He is also Counsel to the Bank.
FREDERICK E. KUHR is President and controlling shareholder of
Evergreen Nursery, Inc., Southington, Connecticut.
<PAGE>
JOSEPH J. LAPORTE retired in 1996 as a Manufacturers Representative of
the BCS Company, a distributor of industrial metal finishing chemicals and
equipment, located in Thompson, Connecticut. Since December, 1992, he has been
President of JNF Associates Inc., developers of real estate.
RALPH G. MANN retired as President and Chief Executive Officer of the
Bank on December 31, 1991. He was associated with the Bank as an officer or
employee for 37 years, including 10 years as Chief Executive Officer.
ANDREW J. MEADE has served as Vice Chairman of the Bank Board
since May, 1994. He is President of International Security Products,
Inc. (doing business as Lori Lock), a manufacturer of security products located
in Southington, Connecticut. He also is President of Delta Controls, a
subsidiary of International Security Products. Mr. Meade also has been the
Chairman of the Southington Town Council since 1993.
FRANK R. MILLER, CPA, is the Managing Partner of the accounting firm of
Miller, Moriarty and Company, L.L.C., located in New Britain, Connecticut.
ROBERT D. MORTON has been the President of the Company since its
formation on March 31, 1994. Mr. Morton has also been President and Chief
Executive Officer of the Bank since January, 1992.
ANTHONY S. PIZZITOLA retired as President and Treasurer of Pizzitola
Electric Co., Inc., an electrical contractor located in Southington,
Connecticut, in October, 1994.
DENNIS J. STANEK is Senior Vice President-Investments of Tucker
Anthony Incorporated, an investment banking firm. Mr. Stanek is based in
such firm's Hartford, Connecticut office.
COMPANY AND BANK EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Mr. Anthony Priore, Jr. is the Company's only executive officer
other than Mr. Morton. The other persons listed below are executive officers
of the Bank.
Name Age Position
---- --- --------
Anthony Priore, Jr. 45 Secretary and Treasurer of the Company;
Senior Vice President, Treasurer and Chief
Financial Officer of the Bank
Barry J. Abramowitz 38 Chief Information Officer of the Bank
William DellaVecchia 54 Senior Vice President - Business
Development of the Bank
Charles J. DeSimone, Jr. 54 Chief Credit Officer of the Bank
Richard A. Fracasso 55 Senior Vice President - Consumer Banking
of the Bank
William Taylor 56 Senior Vice President - Commercial Banking
of the Bank
Robert P. Vocelli 53 Financial Services Manager of the Bank
<PAGE>
ANTHONY PRIORE, JR. has been the Treasurer and Secretary of the
Company since its formation on March 31, 1994. Mr. Priore has served as
Senior Vice President, Treasurer and Chief Financial Officer of the Bank
since 1992.
BARRY J. ABRAMOWITZ has been Chief Information Officer of the Bank
since September, 1996. Prior to joining the Bank, he served from 1995 to 1996 as
Senior Manager for Arthur Andersen, LLP and from 1990 to 1995 as Senior Vice
President of Corporate Systems and Operations for Northeast Savings, FA.
WILLIAM DELLAVECCHIA has served as Senior Vice President-Business
Development of the Bank since April, 1997. Prior to that, Mr. DellaVecchia
served as Senior Vice President of Commercial Lending since December 1990.
CHARLES J. DESIMONE, JR. has been the Chief Credit Officer of the Bank
since June, 1993. Prior to joining the Bank, he served as Founder and President
of William Charles Investment Management, Inc., a Hartford, Connecticut-based
investment banking company from 1984 to 1993.
RICHARD A. FRACASSO has served as Senior Vice President-Consumer
Banking of the Bank since July, 1992.
WILLIAM TAYLOR has served as Senior Vice President-Commercial Banking
of the Bank since April, 1997. Prior to joining the Bank, he served from July,
1994 to April, 1997 as Manager of the Central Connecticut Commercial Lending
Group of Webster Bank and from January, 1993 to July, 1994 as Real Estate Center
Manager for Shawmut Bank.
ROBERT P. VOCELLI has been the Financial Services Manager of the Bank
since January, 1995. Prior to joining the Bank he served as Senior Vice
President of "The Private Bank" of the Bank of Boston Connecticut from 1990 to
1994.
THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES
The Board has a standing Audit and Compliance Committee whose members
are appointed annually. The Audit and Compliance Committee currently consists of
Messrs. Beauchemin, Hushak, Karabin, Kelley, Meade and Miller. The Audit and
Compliance Committee reviews the report of the Company's internal auditor and
compliance officer, recommends annually to the Board the appointment of the
independent certified public accountants for the Company, reviews the scope and
the cost of the prospective annual audit and reviews the results thereof with
the Company's independent certified public accountants, reviews management's
procedures and policies relative to the adequacy of the Company's internal
accounting controls, and reviews compliance with federal and state laws relating
to accounting practices. The members of the Audit and Compliance Committee are
also members of the Bank's Audit and Compliance Committee.
The Board has a Compensation Committee that meets jointly with the
Compensation Committee of the Bank Board because the Company has no paid
employees. The Compensation Committee is responsible for developing the
Company's overall compensation philosophy and recommending the compensation of
the Bank's executive officers to the Bank Board and the Company Board. Mr.
Morton does not participate in any Board or Bank Board discussions concerning
his compensation. The Compensation Committee currently consists of Messrs.
Hushak, Karabin, Kelley, LaPorte, Meade, Miller, and Pizzitola. See
"Compensation Committee Report on Executive Compensation" for a more detailed
description of the Compensation Committee's function.
The Board has not established a standing nominating committee. The
Board as a whole operates as
<PAGE>
a nominating committee. A shareholder's right to nominate individuals for
election to the Board is set forth in the Company's Bylaws. Pursuant to the
Bylaws, a shareholder must deliver written notice of such shareholder's intent
to make such a nomination to, or mail such notice so that it is received by,
the Company's Secretary at the Company's principal executive offices not less
than 20 days nor more than 130 days prior to the applicable meeting. The Bylaws
further require that the written notice set forth (1) as to each person whom
the shareholder proposes to nominate (a) such person's name, age, business
address and residence address, (b) such person's principal occupation or
employment, (c) the class and number of shares of the Company such person
beneficially owns, and (d) any other information required by law; and (2) as to
the shareholder giving such notice (a) such shareholder's name and address as
they appear on the Company's records, (b) the class and number of shares of the
Company such shareholder beneficially owns, (c) a representation that the
shareholder is a holder of record of stock of the Company entitled to vote at
the applicable meeting and intends to appear in person or by proxy at such
meeting to nominate the person or persons specified in the notice, and (d) a
description of all arrangements or understandings between the shareholder and
each nominee specified in the notice and any other person or persons (naming
such other person or persons) pursuant to which the shareholder will make such
nomination or nominations. A copy of the Company's Bylaws will be provided
without charge to any shareholder of the Company upon such shareholder's
written request to Lesley A. DeAngelo, Bancorp Connecticut, Inc., 121 Main
Street, Southington, Connecticut 06489.
During 1997, the Board held 13 meetings, the Audit and Compliance
Committee held 1 meeting, and the Compensation Committee held 3 meetings. During
1997, each director of the Company attended at least 75% of the meetings of the
Board and all committees upon which he served, except Mr. Pizzitola who attended
69% of such meetings.
STOCK OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth as of February 28, 1998, the number of
shares of Common Stock beneficially owned by (a) each director, nominee for
director and the individuals named in the Summary Compensation Table of the
Company; and (b) all directors, nominees and executive officers of the Company
as a group.
Name of Beneficial Amount and Nature of Percent of
Owner Beneficial Ownership (1) Class (2)
------------------ ------------------------ ----------
Robert D. Morton 175,069 (3) 2.95%
Walter J. Hushak 80,562 (4) 1.36%
Anthony S. Pizzitola 63,484 (5) 1.07%
Joseph J. LaPorte 59,914 (6) 1.01%
Anthony Priore, Jr. 59,456 (7) 1.00%
Ralph G. Mann 57,566 (8) *
Norbert H. Beauchemin 54,845 (9) *
Andrew J. Meade 54,416 (10) *
Michael J. Karabin 53,084 (11) *
Frederick E. Kuhr 47,642 (12) *
David P. Kelley 38,582 (13) *
Dennis J. Stanek 36,296 (14) *
<PAGE>
Frank R. Miller 23,884 (15) *
All directors, nominees and
executive officers as a group
(14 persons) 804,800 (16) 13.58%
* Less than one percent.
- ----------------------------------------------
(1) Except as otherwise noted, each person named in the table has sole
voting and investment power over the number of shares of Common Stock
listed opposite his name. The Company's directors and principal
officers hold options to purchase shares of Common Stock pursuant to
the Company's Stock Option Plans. For the purpose of the table, shares
subject to those options which may be exercised within the next 60 days
("currently exercisable options") are deemed beneficially owned by the
individuals holding such options. Until such time as the options are
exercised, no person will have voting or investment power over the
shares subject to the options.
(2) For the purpose of computing the percentage of outstanding Common Stock
owned by each person named in the table, shares subject to currently
exercisable options held by such person pursuant to the Company's Stock
Option Plans are deemed to be outstanding.
(3) Includes beneficial ownership of 30,299 shares purchased by Mr. Morton
for himself; and 9,050 shares purchased by Mr. Morton's wife over which
Mr. Morton has no voting or investment power and of which Mr. Morton
disclaims beneficial ownership. Includes 135,720 shares issuable upon
the exercise of currently exercisable options.
(4) Includes 26,040 shares issuable upon exercise of currently exercisable
options.
(5) Includes beneficial ownership of 22,376 shares purchased by Mr.
Pizzitola for himself and 18,028 shares purchased by Mr. Pizzitola's
wife over which Mr. Pizzitola has no voting or investment power.
Includes 23,080 shares issuable upon the exercise of currently
exercisable options.
(6) Includes 33,474 shares purchased jointly by Mr. LaPorte and his wife
over which Mr. LaPorte has shared voting and investment power. Includes
26,440 shares issuable upon exercise of currently exercisable options.
(7) Includes 48,800 shares issuable upon exercise of currently exercisable
options.
(8) Includes 36,586 shares purchased jointly by Mr. Mann and his wife over
which Mr. Mann has shared voting and investment power. Includes 20,980
shares issuable upon the exercise of currently exercisable options.
<PAGE>
(9) Includes 3,904 shares purchased by Mr. Beauchemin for himself; 300
shares purchased jointly by Mr. Beauchemin and his sister over which
Mr. Beauchemin has shared voting and investment power; 3,529 shares
purchased by Mr. Beauchemin's wife over which Mr. Beauchemin has no
voting or investment power and of which Mr. Beauchemin disclaims
beneficial ownership; 31,680 shares purchased by Dudzik & Beauchemin,
P.C. CPA's Profit Sharing Trust over which Mr. Beauchemin has no voting
or investment power and of which Mr. Beauchemin disclaims beneficial
ownership; and 432 shares purchased by Dudzik & Beauchemin, P.C. CPA's
over which Mr. Beauchemin has no voting or investment power and of
which Mr. Beauchemin disclaims beneficial ownership. Includes 15,000
shares issuable upon exercise of currently exercisable options.
(10) Includes beneficial ownership of 11,776 shares purchased by Mr. Meade
for himself; 961 shares purchased by Mr. Meade's wife; 10,185 shares
purchased by Mr. Meade for the Meade Trust; and 5,054 shares purchased
jointly by Mr. Meade and his wife. Includes 26,440 shares issuable upon
the exercise of currently exercisable options.
(11) Includes beneficial ownership of 4,612 shares purchased by Mr. Karabin
for himself; 2,570 shares purchased by Mr. Karabin's wife for their
daughters over which Mr. Karabin has no voting or investment power;
2,002 shares purchased by Mr. Karabin's wife for their sons over which
Mr. Karabin has no voting or investment power; and 22,920 shares
purchased by Acme-Monaco Spring Corporation (Profit Sharing), of which
Mr. Karabin is President, over which Mr. Karabin has shared voting and
investment power. Includes 20,980 shares issuable upon the exercise of
currently exercisable options.
(12) Includes beneficial ownership of 21,202 shares purchased jointly by Mr.
Kuhr and his wife over which Mr. Kuhr has shared voting and investment
power. Includes 26,440 shares issuable upon the exercise of currently
exercisable options.
(13) Includes 26,440 shares issuable upon exercise of currently exercisable
options.
(14) Includes 26,440 shares issuable upon exercise of currently exercisable
options.
(15) Includes beneficial ownership of 11,180 shares purchased by Mr. Miller
for himself; and 104 shares purchased by Mr. Miller's wife as custodian
for an unrelated third party over which Mr. Miller has no voting or
investment power and of which Mr. Miller disclaims beneficial
ownership. Includes 12,600 shares issuable upon the exercise of
currently exercisable options.
(16) Includes 435,400 shares issuable upon the exercise of currently
exercisable options.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
its Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission") and the National
Association of Securities Dealers, Inc. Officers, directors and greater than ten
percent shareholders are required by the Commission to furnish the Company with
copies of all Section 16(a) forms that they file. The Company is not aware of
any person or group that owns in excess of five percent of the outstanding
Common Stock. See "Principal Shareholders."
<PAGE>
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no reports on
Form 5 were required for those persons, the Company believes that during 1997
all filing requirements applicable to its officers and directors were complied
with.
EXECUTIVE COMPENSATION
The following tables set forth information with respect to Mr.
Morton's and Mr. Priore's compensation. Mr. Morton is the Company's Chief
Executive Officer and Mr. Priore is the Company's Treasurer and Secretary and
they are the only officers of the Company whose salary and bonus exceeded
$100,000 in 1997. All amounts listed below were paid by the Bank to Mr.
Morton in his capacity as the Bank's President and Chief Executive Officer
and to Mr. Priore in his capacity as the Bank's Senior Vice President and Chief
Financial Officer.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
---------------------- ---------------
Awards
---------------
Securities
Name Underlying All Other
and Salary Bonus(1) Options/SARs(2) Compensation
Principal Position Year ($) ($) (#) ($)
- --------------------------------------------------------------------------------
Robert D. Morton, 1997 $163,028 $40,000 25,000 $ 4,750 (3)
President 1996 $156,180 $30,000 12,500 $ 4,500 (3)
1995 $147,340 $26,000 10,000 $22,655 (4)
- --------------------------------------------------------------------------------
Anthony Priore, Jr., 1997 $ 83,558 $20,000 8,000 $ 3,017 (5)
Treasurer and
Secretary 1996 $ 81,000 $17,000 4,000 $ 2,850 (5)
1995 $ 77,500 $14,000 4,000 $ 2,715 (5)
- --------------------------------------------------------------------------------
(1) Consists of cash distributions under the Bank's profit sharing plan.
(2) Consists only of securities underlying options. Neither the Company nor
the Bank has any plan pursuant to which Stock Appreciation Rights
("SARs") may be granted to any person.
(3) Consists of contributions made by the Bank to the Bank's savings plan
for Mr. Morton's benefit.
(4) Consists of an $18,035 reimbursement by the Bank for relocation
expenses and contributions of $4,620 made by the Bank to the Bank's
savings plan for Mr. Morton's benefit.
(5) Consists of contributions made by the Bank to the Bank's savings plan
for Mr. Priore's benefit.
Stock Options Granted in 1997.
The following table sets forth certain information regarding stock
options granted to the individuals named in the Summary Compensation Table
during 1997. In addition, in accordance with the Commission's rules, the table
also shows a hypothetical potential realizable value of such options based on
assumed rates of annual compounded stock price appreciation of 5% and 10% from
the date the options were granted over the full option term. The assumed rates
of growth were selected by the Company for illustration purposes only, and are
not intended to predict future stock prices, which will depend upon market
conditions and the Company's future performance and prospects. Based upon the
closing stock price and the number of common shares outstanding at the end of
1997, an assumed annual stock price appreciation of 10% would produce a
corresponding aggregate pretax gain over the full option term of approximately
$170.4 million for the Company's common shareholders.
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
- --------------------------------------------------------------------------------------
Individual Grants Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
For Option Term(2)
- --------------------------------------------------------------------------------------
Percent of
Total
Options/
Number of SARs
Securities Granted
underlying to
Options/SARs Employees Exercise or
Granted in Fiscal Base Price Expiration 5% 10%
Name (#) Year ($/Sh) Date (3) ($) ($)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert D. 25,000 20.33 19.375 12/24/07 304,619 771,967
Morton,
President
- --------------------------------------------------------------------------------------
Anthony 8,000 6.50 19.375 12/24/07 97,478 247,030
Priore, Jr.,
Treasurer
- --------------------------------------------------------------------------------------
<FN>
(1) Neither the Company nor the Bank has any plan pursuant to which SARs
may be granted to any person.
(2) Potential Realizable Value is based on the assumed annual growth
rates for each of the grants shown over their ten-year option term.
Actual gains, if any, on stock option exercises are dependent on the
future performance of the Company's Common Stock. There can be no
assurance that the amounts reflected in this table will be achieved.
(3) None of the options granted to either of the named executives can be
exercised until December 24, 1998.
</TABLE>
Aggregated Option Exercises in 1997 and Option Values at December 31,
1997. The following table sets forth certain information concerning stock option
exercises by the individuals named in the Summary Compensation Table during
1997, including the aggregate value of gains on the date of exercise. In
addition, this table includes the number of shares covered by both exercisable
and non-exercisable stock options as of December 31, 1997. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the closing market
price of the Common Stock at December 31, 1997.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES (1)
- --------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised in-
Options/SARs at Fiscal the-Money Options/SARs
on Value Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) ------------------------- -------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------
Robert D.
Morton, 0 0 135,720/25,000 2,016,836/40,625
President
- --------------------------------------------------------------------------------
Anthony
Priore, Jr. 0 0 48,800/8,000 734,388/13,000
Treasurer
- --------------------------------------------------------------------------------
(1) Mr. Morton and Mr. Priore do not hold any SARs.
PENSION PLAN
The Bank maintains a noncontributory defined benefit pension plan that
has been qualified under the Internal Revenue Code of 1986, as amended (the
"Code"), and the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The pension plan covers full-time employees of the Bank who have
attained the age of 21 and have completed at least one year of service with the
Bank. In general, the pension plan provides for monthly payments to or on behalf
of each covered employee upon such employee's normal retirement date after the
later of reaching the age of 65 or the fifth anniversary of the employee's
participation in the plan. The plan also provides the option of receiving early
retirement benefits, provided that the participant has reached the age of 55 and
has at least 10 years of service with the Bank.
Effective for benefits earned after June 30, 1989, benefit payments to
a participant are based upon (i) the employee's number of years of credited
service (up to a maximum of 30), (ii) his average cash compensation (excluding
bonuses and other special pay) for the 60 consecutive calendar months of highest
earnings during the last 120 consecutive calendar months preceding the
employee's retirement date, and (iii) his Social Security covered compensation.
A participant may choose from a variety of monthly payment options, including
payments for the participant's lifetime only, or for the participant's lifetime
and the lifetime of his surviving spouse.
Under the pension plan, the Bank makes an annual contribution for the
benefit of eligible employees to meet the funding requirements of the Code and
ERISA. Such contributions are computed on an actuarial basis. All of the
contributions to and all of the expenses involved in administering the pension
plan are paid entirely by the Bank. Although the Bank's employees no longer
contribute to the pension plan to help fund their benefits, they have previously
made such contributions.
<PAGE>
SOUTHINGTON SAVINGS BANK
DEFINED BENEFIT PENSION PLAN
ANNUAL PENSION BENEFITS
BASED ON YEARS OF SERVICE
- --------------------------------------------------------------------------------
Years of Service
- --------------------------------------------------------------------------------
Remuner-
ation 10 15 20 25 30 35
- --------------------------------------------------------------------------------
$ 20,000 $ 3,000 $ 4,500 $ 6,000 $ 7,500 $ 9,000 $ 9,000
- --------------------------------------------------------------------------------
25,000 3,750 5,625 7,500 9,375 11,250 11,250
- --------------------------------------------------------------------------------
35,000 5,731 8,597 11,462 14,328 17,193 17,193
- --------------------------------------------------------------------------------
50,000 8,956 13,434 17,912 22,390 26,868 26,868
- --------------------------------------------------------------------------------
75,000 4,331 21,497 28,662 35,828 42,993 42,993
- --------------------------------------------------------------------------------
100,000 19,706 29,559 39,412 49,265 59,118 59,118
- --------------------------------------------------------------------------------
125,000 25,081 37,622 50,162 62,703 75,243 75,243
- --------------------------------------------------------------------------------
150,000 30,456 45,684 60,912 76,140 91,368 91,368
- --------------------------------------------------------------------------------
175,000 35,831 53,747 71,662 89,578 107,493 107,493
- --------------------------------------------------------------------------------
200,000 41,206 61,809 82,412 103,015 123,618 123,618
- --------------------------------------------------------------------------------
The above table reflects the benefit formula that is currently in effect for
those earning benefits after June 30, 1989. Effective for benefits earned on and
after June 30, 1994, the limit on an individual's compensation is $150,000, with
future indexing, under Section 401(a)(17) of the Code. The limit for 1995 and
1996 was $150,000. The limit for 1997 was $160,000. The limit for 1998 is
indexed at $160,000.
The pension plan covers a participant's cash compensation (excluding
bonuses and other special pay), which is approximately equivalent to the annual
compensation reported in the column entitled "Salary" in the "Summary
Compensation Table" above. The above table illustrates annual pension benefits
for an employee who retired at age 65 in 1997 and elects to have equal payments
paid over his lifetime, with no continuation to a spouse. The benefits listed in
the table are not subject to a deduction for Social Security or any other offset
amount. For the purposes of the pension plan, at June 30, 1997, Mr. Morton had 6
years of service and Mr. Priore had 20 years of service.
SUPPLEMENTAL PENSION PLAN
Effective January 1, 1996, the Bank adopted a supplemental executive
retirement plan ("SERP") for Mr. Morton. Under the terms of the SERP, Mr. Morton
will receive a supplemental pension benefit at retirement equal to the excess
benefit which would have accrued if the Bank's defined benefit pension plan
benefit were calculated without regard to the compensation and benefit limits of
Sections 401(a)(17) and 415 of the Code.
Retirement benefits payable under the SERP may be paid in any form
permitted under the Bank's defined benefit pension plan, a lump sum payout, or a
fixed number of equal annual installments commencing when Mr.
Morton begins receipt of his benefits under the defined benefit pension plan.
The bank has funded its obligations under the SERP by purchasing a
cash surrender value life insurance policy on Mr. Morton.
<PAGE>
SAVINGS PLAN
In 1987, the Bank adopted a contributory defined contribution profit
sharing plan that is intended to be qualified under the Code and ERISA, and is
further intended to comply with the requirements of Section 401(k) of the Code.
The plan covers employees who have attained the age of 21 and have completed at
least one year of service with the Bank. Eligible employees may elect to defer
from 1% to 15% of their compensation (but, for 1997, not in excess of $9,500) by
means of payroll deduction. For employees earning over $80,000, the amount which
they may contribute may be further limited in any year to enable the savings
plan to meet certain tests imposed by the Code. Participants who work at least
500 hours during a calendar year also receive a Bank matching contribution equal
to, in the Bank's discretion, no more than 6% of their compensation for the
calendar year. Such participants received Bank matching contributions of 3% of
their compensation for 1997. Such participants will receive matching
contributions of 3% of their compensation for 1998. Participants are always 100%
vested in their contributions and Bank matching contributions.
Contributed sums are held in trust and invested by the trustee.
Participants receive a proportionate share of plan earnings or losses based upon
their investment selection and their account balances. Participants may request
a loan from their accounts in the plan subject to certain restrictions.
Generally, the amount of the loan may not exceed one-half of their interest in
the plan. Participants may request a withdrawal of their contributions in
certain circumstances. Otherwise, upon a participant's retirement, death,
disability or termination of employment, the participant's accounts may be paid
out in a lump sum.
EMPLOYMENT AGREEMENT
The Bank and Robert D. Morton, President and Chief Executive Officer of
the Company and the Bank, are parties to a three-year employment agreement,
which expires January 1, 2000. The term of the employment agreement extends
automatically for one additional year on each January 1, so that there are
successive three-year terms of employment, unless 90-days advance notice is
given by either party. The agreement provides, among other things, for an annual
review of Mr. Morton's salary, for merit increases at the discretion of the Bank
Board, and for participation in bonuses and employee benefit plans and fringe
benefits which are or may be adopted by the Bank for its executive employees.
The Bank Board may terminate Mr. Morton's employment agreement at any
time with or without cause. If he were terminated without cause, Mr. Morton
would be entitled to receive either a monthly payment over the remaining term of
the agreement or a lump sum amount equal to Mr. Morton's then current salary for
the remaining term of the agreement, discounted by one-half of one percent for
each month of the remaining term of the agreement. Such amounts would not be
reduced by any compensation which Mr. Morton might receive from new employment.
If Mr. Morton's employment is terminated within one year of a change in control
of the Company, either involuntarily by action of the Bank or by Mr. Morton, the
agreement provides for a lump sum severance payment to Mr. Morton on or before
his last day of employment with the Bank equal to three times the highest
compensation paid or payable to Mr. Morton with respect to any twelve
consecutive month period during the three years ending with the date of Mr.
Morton's termination. Severance payments would be reduced by any liability of
the Bank for any payments made for termination without cause but not for
compensation received for any new employment. The employment agreement also
contains a two-year covenant not to compete if Mr. Morton terminates his
employment without the consent of the Bank Board or more than one year after a
change in control of the Company and/or the Bank.
<PAGE>
TRANSACTIONS WITH MANAGEMENT
There has been no transaction or series of transactions since January
1, 1997, and no transactions are proposed, to which the Company or the Bank is a
party in which the amount involved exceeds $60,000 and in which any director,
nominee, executive officer or member of their immediate families has an
interest.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Dennis J. Stanek, a member of the Board, is a Senior Vice President
- - Investments of Tucker Anthony Incorporated ("Tucker Anthony"), which firm
provides securities brokerage services to the Bank. Mr. Stanek did not receive
any portion of the fees paid by the Bank to Tucker Anthony in connection with
these services during 1997. Tucker Anthony will continue to perform such
services in 1998.
For information concerning Mr. Kelley's relationship with the Bank, see
"Compensation Committee Interlocks and Insider Participation" below.
In the opinion of management, the services described in this section
and under "Transactions With Management" were provided on terms at least as
favorable as could be obtained from independent parties. The Company and the
Bank expect to continue to use the services of each of the above persons and
entities in the future.
INDEBTEDNESS OF MANAGEMENT AND OTHERS
The Bank has engaged and expects to engage in the future in banking
transactions in the ordinary course of business with directors and executive
officers of the Company and their associates and members of their respective
families. Such transactions are made on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others and do not involve more than the normal risk
of collectibility or present other unfavorable features.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company provides no cash compensation to its executive officers.
Instead, the Bank provides such compensation.
The Compensation Committee of the Company is responsible for reviewing
and approving the Company's overall compensation philosophy and, together with
the Compensation Committee of the Bank, recommending the compensation of the
Bank's executive officers. The Compensation Committee's recommendations on
executive compensation are presented to the Bank Board and the Board for review
and approval.
The Bank's compensation program is comprised of a base salary, stock
options, an annual cash profit sharing program and customary retirement,
insurance and vacation benefits.
In establishing executive compensation, one of the Compensation
Committee's primary considerations is its review of industry data from peer
group surveys of salary ranges and incentive pay. The Bank's peer group is
determined based on company asset size, number of employees and geographical
considerations. The Compensation Committee exercises discretion and makes
judgments after considering all factors that are relevant to the success of the
Bank, including the achievement of objective targets relating to the Bank's
management and financial performance. The Compensation Committee considered the
following guidelines in establishing Mr. Morton's compensation: overall
leadership of the Bank and the Company; development of future strategies for the
Bank and the Company; implementation of strategic plans; achievement of
performance targets that reflect the continued financial success of the Bank and
the
<PAGE>
Company and overall shareholder value. Mr. Morton received an annual merit
increase of $6,848 for 1997 (or 4.3% of his 1996 salary).
The Compensation Committee establishes a profit sharing pool each year.
The size of the pool, which ranges from 0-8% of the Bank's net operating income,
is based on an analysis of the Bank's net operating results relative to its peer
group as well as the Bank's annual performance in attaining budgeted financial
goals. Distributions from the profit sharing pool are determined by grade levels
and individual performance. All executives and employees share in the
distribution of the pool. The Compensation Committee relies heavily on the same
criteria used to recommend salary levels to recommend distributions from the
profit sharing pool. Mr. Morton and the Bank's executives are treated as a
"group" within the pool distribution and receive a discretionary payout from
this pool in line with their performance and level of accountability for the
Bank's performance. Mr. Morton received $40,000 in the first quarter of 1998
based on the Bank's performance during 1997, which amounts to 9.1% of the total
pool distributed to all of the Bank's employees.
Stock options are granted to employees at all levels of the
organization. In recommending option grants for 1997, the Compensation Committee
reviewed all ownership of options and distributed new options to all officers,
based on their grade as well as total past options granted. In 1997, Mr. Morton
received options to purchase 25,000 shares of the Company's common stock,
representing 20.3% of the total options distributed to all employees during
1997.
The Compensation Committee believes that executive compensation levels
during fiscal 1998 adequately reflect the Bank's compensation goals, policies
and philosophies. Effective for 1998, Mr. Morton's total compensation award
reflects the Compensation Committee's judgment based on its evaluation of Mr.
Morton's contribution to the Bank's 1997 operating results.
Walter J. Hushak David P. Kelley Frank R. Miller
Michael J. Karabin Joseph L. LaPorte Anthony S. Pizzitola
Andrew J. Meade
* * * *
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hushak, Karabin, Kelley, LaPorte, Meade, Miller and Pizzitola
served as members of the Compensation Committee of the Company and the Bank
Board during the fiscal year ended December 31, 1997. As part of the Boards'
review of the Compensation Committee's recommendations, Mr. Morton participated
in the Boards' deliberations concerning executive officer compensation. Mr.
Morton did not participate in any such deliberations relating to his own
compensation.
Mr. Kelley is a partner of the law firm of Kelley, Crispino & Kania. He
received a retainer of $17,000 for acting as Bank Counsel in 1997. In 1997, the
Bank paid Kelley, Crispino & Kania fees for additional legal representation on
various matters. Mr. Kelley will receive a $17,000 retainer for acting as Bank
counsel in 1998. Kelley, Crispino & Kania continues to represent the Bank on
various legal matters.
Mr. Morton is the President of the Company and President and Chief
Executive Officer of the Bank.
COMPENSATION OF DIRECTORS
The directors of the Company are also directors of the Bank. In 1997,
each director of the Bank, other than the President, received a fee of $400 for
attendance at each regular meeting of the Bank Board,
<PAGE>
$500 for attendance at each director/officer seminar, and $300 for attendance
at each meeting of a committee of the Bank Board. Company board and committee
meetings normally immediately follow Bank meetings, and directors receive no
additional compensation for their services at such meetings. When a Company
meeting does not occur on the same day as a Bank meeting, the Company pays
non-officer directors for each meeting based upon the same rate schedule in
effect for the Bank.
In addition to his fees for attendance at Bank Board and committee
meetings, the Bank in 1997 also paid Walter J. Hushak $17,000 for services
rendered as Bank Chairman.
Directors who are not employees of the Company may participate in the
1997 Stock Option Plan (the "1997 Plan") and be awarded non-qualified stock
options ("NQSO's"). Nonemployee directors were previously eligible to be awarded
NQSO's pursuant to the 1993 Stock Option Plan which terminated on May 14, 1997
upon the approval of the 1997 Stock Option Plan. The exercise price of these
NQSO's may never be less than the fair market value of the underlying Common
Stock on the date the NQSO's are granted.
Pursuant to the 1993 Plan, on January 15, 1997 Messrs. Beauchemin,
Hushak and Miller were each granted NQSO's to purchase 2,000 shares of Common
Stock, Messrs. Karabin and Mann were each granted NQSO's to purchase 8,000
shares of Common Stock and Mr. Meade was granted NQSO's to purchase 9,500 shares
of Common Stock. These options are currently exercisable at an exercise price of
$11.25 per share and expire on January 15, 2007. Pursuant to the 1997 Plan, on
December 24, 1997, Messrs. Beauchemin, Hushak, Karabin, Kelley, Kuhr, LaPorte,
Mann, Meade, Miller, Pizzitola and Stanek were each granted NQSO's to purchase
7,500 shares of Common Stock. These options become exercisable on December 24,
1998 at an exercise price of $19.375 per share and expire on December 24, 2007.
SHAREHOLDER RETURN PRESENTATION
The following graph compares the change in the Company's cumulative
total return on its Common Stock to (a) the change in the cumulative total
return on the stocks included in the Standard and Poor's 500 Index and (b) the
change in the cumulative total return on the stocks included in the Keefe,
Bruyette & Woods, Inc. New England Bank Index assuming an investment of $100
made on December 31, 1992, in the Bank, the Company's sole subsidiary, and
comparing relative values on December 31, 1997. All of these cumulative total
returns are computed assuming the reinvestment of dividends at the frequency
with which dividends were paid during the period. Note that the Common Stock
price performance shown below should not be viewed as being indicative of future
performance.
<PAGE>
Bancorp Connecticut, Inc. (BKCT) Vs. The Five Year Total Return for the KBW New
England Bank Index and S&P 500 Index
INDEX OF TOTAL RETURN (12/31/92 = 100)
S&P 500 KBW New England BKCT Price Plus
DATE INDEX Bank Index Indexed Cumulative Dividends
- --------------------------------------------------------------------------------
12/31/92 100.00 100.00 100.00 $3.383
3/31/93 104.35 110.93 116.19 $3.931
6/30/93 104.85 104.57 126.31 $4.273
9/30/93 107.52 135.41 153.74 $5.201
12/31/93 110.02 133.51 172.03 $5.819
- --------------------------------------------------------------------------------
3/31/94 105.87 140.44 199.00 $6.732
6/30/94 106.33 165.45 206.86 $6.998
9/30/94 111.53 157.97 195.69 $6.620
12/31/94 111.51 134.40 171.34 $5.796
- --------------------------------------------------------------------------------
3/31/95 122.33 150.90 173.45 $5.867
6/30/95 133.97 171.43 225.84 $7.640
9/30/95 144.58 196.16 253.56 $8.578
12/31/95 153.26 209.77 244.40 $8.268
- --------------------------------------------------------------------------------
3/31/96 161.48 210.20 284.90 $9.638
6/30/96 168.71 222.95 380.43 $12.869
9/30/96 173.88 250.54 381.52 $12.906
12/31/96 188.36 289.74 384.91 $13.021
- --------------------------------------------------------------------------------
3/31/97 193.44 300.88 401.25 $13.574
6/30/97 227.14 361.53 443.88 $15.016
9/30/97 244.13 426.65 622.30 $21.051
12/31/97 251.12 498.12 740.62 $25.054
- --------------------------------------------------------------------------------
Source: KEEFE, BRUYETTE WOODS, INC.
<PAGE>
THE ELECTION OF EACH NOMINEE REQUIRES THE AFFIRMATIVE VOTE OF A
PLURALITY OF THE SHARES PRESENT OR REPRESENTED AT THE MEETING. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL
NOMINEES.
PROPOSAL NUMBER TWO
RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P.
AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1998
The Board has entered into an agreement with Coopers & Lybrand L.L.P.,
independent certified public accountants, to be the Company's independent
accountants for the fiscal year ending December 31, 1998, subject to
ratification by the Company's shareholders. Coopers & Lybrand L.L.P. has been
the Company's independent certified public accountants since the Company's
formation on March 31, 1994, and the Bank's independent certified public
accountants since August, 1993. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the Meeting to respond to appropriate questions and
will have the opportunity to make a statement if he or she desires to do so.
Unless otherwise directed, proxies will be voted in favor of ratification of the
appointment of Coopers & Lybrand L.L.P.
THE APPOINTMENT OF THE COMPANY'S INDEPENDENT ACCOUNTANTS MUST BE
RATIFIED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
PRESENT OR REPRESENTED AT THE MEETING. THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS
THE COMPANY'S INDEPENDENT ACCOUNTANTS.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the proxy statement and form
of proxy relating to the Company's 1999 annual meeting, any proposal by a record
holder of Common Stock must be received by the Company at its principal
executive offices located at 121 Main Street, Southington, Connecticut 06489 on
or before December 11, 1998. A proponent of such a proposal must comply with the
proxy rules under the Securities Exchange Act of 1934.
SOLICITATION
The Company will bear all costs and expenses associated with soliciting
management proxies. In addition to the use of the mails, proxies may be
solicited by the directors, officers and regular employees of the Company and/or
the Bank by personal interview, telephone or telegram. Such directors, officers
and employees will not be additionally compensated for such solicitation but may
be reimbursed for out-of-pocket expenses incurred in connection therewith.
Arrangements will also be made with custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Common Stock
held of record by such persons, and the Company will reimburse such custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in
connection therewith.
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board is not aware of any
other business or matters to be presented for consideration at the Meeting other
than as set forth in the Notice of Meeting attached to this Proxy Statement.
However, if any other business shall come before the Meeting or any adjournment
or postponement thereof and be voted upon, the enclosed proxy shall be deemed to
confer discretionary authority on the individuals named to vote the shares
represented by such proxy as to any such matters.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER OF
ITS COMMON STOCK ON THE RECORD DATE, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997, AS FILED WITH THE COMMISSION. ANY SUCH REQUEST SHOULD
BE MADE IN WRITING TO LESLEY A. DEANGELO, BANCORP CONNECTICUT, INC., 121 MAIN
STREET, SOUTHINGTON, CONNECTICUT 06489.
Southington, Connecticut
April 10, 1998
<PAGE>
BANCORP CONNECTICUT, INC.
121 Main Street
Southington, Connecticut 06489
Proxy for the Annual Meeting of Shareholders
to be held at 2:00 p.m. on May 13, 1998
Aqua Turf Club, 556 Mulberry Street, Southington, Connecticut
The undersigned hereby appoints Anthony Priore, Jr., Secretary and
Treasurer, and Stephan M. Settino, or any of them, attorneys and proxies for
the undersigned with power of substitution, to act and to vote, with the same
force and effect as the undersigned, all shares the undersigned is entitled to
vote at the Annual Meeting of Shareholders of Bancorp Connecticut, Inc. to be
held on May 13, 1998, and any and all adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark, sign and date your proxy on the reverse side.
<PAGE>
Please Detach and Mail in the Envelope Provided
/X/ Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE BELOW PROPOSALS.
Proposal 1.
Election of
Directors for a
three year term
expiring in 2001.
WITHHOLD AUTHORITY
FOR FOR ALL NOMINEES
/ / / /
Norbert H. Beauchemin, Walter J. Hushak, Frederick E. Kuhr, Joseph J. LaPorte
TO WITHHOLD AUTHORITY FOR INDIVIDUAL NOMINEE(S). Write individual
nominee(s) name(s) below.
- -----------------------------------------------------------------
Proposal 2. Ratification of the appointment of Coopers
& Lybrand LLP as independent accountants.
FOR AGAINST ABSTAIN
/ / / / / /
Such persons (or their substitutes) are directed to vote as indicated in this
proxy and are authorized to vote in their discretion upon any other business
which properly comes before the meeting or any adjournment thereof.
IF NO CHOICE IS SPECIFIED, SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
ALL NOMINEES AND PROPOSAL 2.
Please sign and date this proxy and promptly return it in the envelope
provided.
I WILL ATTEND THE ANNUAL MEETING / /
Signature(s) Date
-------------------------------------------------- ----------
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
