SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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>
[LETTERHEAD OF BANCORP CONNECTICUT, INC.]
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of the
Shareholders of Bancorp Connecticut, Inc. (the "Company") to be held on Friday,
April 28, 2000. 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 2000.
Please give the enclosed Proxy Statement your prompt and careful
attention. A copy of the Company's 1999 Annual Report to Shareholders also is
enclosed. If you need an additional copy of the Company's Annual Report, please
call Thomas A. Sebastian at 860-620-6580.
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 and Chief Executive Officer
<PAGE>
BANCORP CONNECTICUT, INC.
121 MAIN STREET
SOUTHINGTON, CONNECTICUT 06489
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS OF
BANCORP CONNECTICUT, INC.
TO BE HELD APRIL 28, 2000
TO THE SHAREHOLDERS OF BANCORP CONNECTICUT, INC.:
Notice is hereby given that the 2000 Annual Meeting of the Shareholders
(the "Meeting") of Bancorp Connecticut, Inc. (the "Company") will be held at
2:00 p.m. on Friday, April 28, 2000, at The Aqua Turf Club, 556 Mulberry Street,
Plantsville, Connecticut, for the following purposes:
(1) To elect four directors to serve until the 2003 annual
meeting of shareholders and until their successors are elected and
have qualified;
(2) To ratify the appointment of PricewaterhouseCoopers LLP
as the Company's independent accountants for the fiscal year ending
December 31, 2000; 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 1, 2000, 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/ Phillip J. Mucha
----------------------------------------
Phillip J. Mucha
Secretary
Southington, Connecticut
March 27, 2000
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 APRIL 28, 2000
-----------------------------------
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 Friday, April 28, 2000, at 2:00 p.m., local time, at The Aqua Turf Club, 556
Mulberry Street, Plantsville, Connecticut 06479 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 2003 annual meeting of shareholders ("Proposal Number One");
and (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the fiscal year ending December 31, 2000
("Proposal Number Two").
This Proxy Statement is dated March 27, 2000, and is first being mailed
to shareholders along with the related form of proxy on or about March 27, 2000.
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.
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 Phillip J. Mucha, 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.
-1-
<PAGE>
RECORD DATE, OUTSTANDING SECURITIES AND VOTES REQUIRED
The Board has fixed the close of business on March 1, 2000 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,
5,232,018 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 10.00%
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 nominee 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 Andrew J. Meade, Frank R. Miller, Robert D. Morton and Dennis J.
Stanek as directors to serve until the Company's 2003 annual meeting and until
their successors are elected and have qualified. The Board has no 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.
-2-
<PAGE>
The following tables set forth, as of March 1, 2000, 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*
-------- --- -------------- -------------
Andrew J. Meade 61 1994 2003
Frank R. Miller 61 1994 2003
Robert D. Morton 59 1994 2003
Dennis J. Stanek 57 1994 2003
CONTINUING DIRECTORS AGE DIRECTOR SINCE TERM EXPIRING
-------------------- --- -------------- -------------
Norbert H. Beauchemin 63 1995 2001
Walter J. Hushak 76 1994 2001
Frederick E. Kuhr 62 1994 2001
Joseph J. LaPorte 66 1994 2001
Michael J. Karabin 53 1994 2002
David P. Kelley 58 1994 2002
Ralph G. Mann 70 1994 2002
Anthony S. Pizzitola 69 1994 2002
* Assumes election at the Meeting.
NORBERT H. BEAUCHEMIN, CPA, retired January 1, 2000 as 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 retired in April 1998 as 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 served 6 terms as the Southington Town
Attorney from November 1993 to 1999. He is also Counsel to the Bank.
FREDERICK E. KUHR is President and controlling shareholder of Evergreen
Nursery, Inc., Southington, Connecticut.
JOSEPH J. LAPORTE retired in 1996 as a Manufacturers Representative of
the B.C.S. Company, a distributor of industrial metal finishing chemicals and
equipment, located in Thompson, Connecticut. From 1992 to 1998, he was President
of JNF Associates, Inc., developers of real estate.
-3-
<PAGE>
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. Since 1999, he has been consultant to International Security Products,
Inc. (doing business as Lori Lock), a manufacturer of security products located
in Southington, Connecticut. He retired as President of International Security
Products, Inc. in 1999, a position he held since 1991. Mr. Meade also has been a
member of the Southington Town Council since 1969 and served as Chairman from
1993 to 1999.
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 and Chief Executive Officer 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 in October 1994 as President and Treasurer
of Pizzitola Electric Co., Inc., an electrical contractor located in
Southington, Connecticut.
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 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Mr. Phillip J. Mucha is the Company's only executive officer other than
Mr. Morton.
NAME AGE POSITION
Phillip J. Mucha 52 Chief Financial Officer and Treasurer/Secretary
of the Company; Senior Vice President and
Treasurer of the Bank
PHILLIP J. MUCHA has been the Chief Financial Officer and
Treasurer/Secretary of the Company since August 1999. He has also been Senior
Vice President and Treasurer of the Bank since August 1999. He served as a
consultant to the Bank during much of 1998 and joined the Bank in May of 1999 as
Acting Chief Financial Officer. He was formerly Executive Vice President and
Chief Financial Officer of Lafayette American Bank and Trust Company,
Bridgeport, Connecticut from 1992 to 1996.
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. Hushak, Chairman, Beauchemin, Karabin, Kelley, Meade and Miller. The
Audit and Compliance Committee reviews the report of the Company's internal
audit function and compliance function, 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 Company's Audit
and Compliance Committee are also members of the Bank's Audit and Compliance
Committee, and meet jointly.
-4-
<PAGE>
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.
Meade, Chairman, Hushak, Karabin, Kelley, LaPorte, 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 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 Thomas A. Sebastian, Bancorp Connecticut,
Inc., 121 Main Street, Southington, Connecticut 06489.
During 1999, the Board held 16 meetings, the Audit and Compliance
Committee held 13 meetings, and the Compensation Committee held 3 meetings.
During 1999, 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 73.7% of such meetings.
-5-
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth as of March 1, 2000, 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 198,269 (3) 3.69%
Walter J. Hushak 95,562 (4) 1.82%
Michael J. Karabin 84,708 (5) 1.61%
Anthony S. Pizzitola 76,084 (6) 1.44%
Joseph J. LaPorte 74,914 (7) 1.42%
Ralph G. Mann 73,566 (8) 1.40%
Andrew J. Meade 71,124 (9) 1.35%
Frederick E. Kuhr 63,931 (10) 1.21%
David P. Kelley 53,582 (11) 1.02%
Dennis J. Stanek 46,368 (12) *
Frank R. Miller 39,547 (13) *
Norbert H. Beauchemin 31,986 (14) *
All directors, nominees and 912,839 (15) 15.94%
executive officers as a group (13
persons)
* 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 43,819 shares purchased by Mr. Morton
for himself; and 9,270 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 145,180 shares issuable upon
the exercise of currently exercisable options.
-6-
<PAGE>
(4) Includes 32,400 shares issuable upon exercise of currently exercisable
options.
(5) 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, and
of which Mr. Karabin disclaims beneficial ownership of 1,528 shares;
2,002 shares purchased by Mr. Karabin's wife for their sons over which
Mr. Karabin has no voting or investment power, and of which Mr. Karabin
disclaims beneficial ownership; 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; and
19,024 shares purchased by the Helen Karabin Family Limited
Partnership, of which Mr. Karabin's mother and brother and Mr. Karabin
are partners, over which Mr. Karabin has shared voting and investment
power and maintains a controlling interest. Includes 33,580 shares
issuable upon the exercise of currently exercisable options.
(6) Includes beneficial ownership of 30,376 shares purchased by Mr.
Pizzitola for himself and 10,028 shares purchased by Mr. Pizzitola's
wife over which Mr. Pizzitola has no voting or investment power.
Includes 35,680 shares issuable upon the exercise of currently
exercisable options.
(7) Includes 39,234 shares purchased jointly by Mr. LaPorte and his wife
over which Mr. LaPorte has shared voting and investment power. Includes
35,680 shares issuable upon exercise of currently exercisable options.
(8) Includes 37,586 shares purchased jointly by Mr. Mann and his wife over
which Mr. Mann has shared voting and investment power. Includes 35,980
shares issuable upon the exercise of currently exercisable options.
(9) Includes beneficial ownership of 12,132 shares purchased by Mr. Meade
for himself; 1,019 shares purchased by Mr. Meade's wife; 18,122 shares
purchased by Mr. Meade for the Meade Trust; and 14,851 shares purchased
jointly by Mr. Meade and his wife. Includes 25,000 shares issuable upon
the exercise of currently exercisable options.
(10) Includes beneficial ownership of 24,937 shares purchased jointly by Mr.
Kuhr and his wife over which Mr. Kuhr has shared voting and investment
power. Includes 38,994 shares issuable upon the exercise of currently
exercisable options.
(11) Includes 35,680 shares issuable upon exercise of currently exercisable
options.
(12) Includes 35,680 shares issuable upon exercise of currently exercisable
options.
(13) Includes beneficial ownership of 11,843 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 27,600 shares issuable upon the exercise of
currently exercisable options.
(14) Includes beneficial ownership of 4,136 shares purchased by Mr.
Beauchemin for himself; 3,738 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; 7,112 shares
purchased by Dudzik & Beauchemin, P.C. CPA's Profit Sharing Trust that
are in the process of being transferred to an IRA for Mr. Beauchemin.
Includes 17,000 shares issuable upon exercise of currently exercisable
options.
(15) Includes 495,140 shares issuable upon the exercise of currently
exercisable options.
-7-
<PAGE>
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."
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 1999
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
compensation. Mr. Morton is the Company's President and Chief Executive Officer
and is the only officer of the Company whose salary and bonus exceeded $100,000
in 1999. All amounts listed below were paid by the Bank to Mr. Morton in his
capacity as the Bank's President and Chief Executive Officer.
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
Annual Compensation Long-Term
Compensation
-------------------- ---------------
Awards
---------------
Securities
Name Underlying All Other
and Salary Bonus Options/SARs(2) Compensation
Principal Position Year ($) ($) (#) ($)
------ ---------- ----------- --------------- -------------
- ------------------- ------ ---------- ----------- --------------- -------------
Robert D. Morton, 1999 $238,500 $35,000 8,000 $20,615 (3)
President 1998 $186,879 $0 7,500 $10,062 (4)
1997 $163,028 $40,000(1) 25,000 $4,750 (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) Includes aggregate contributions of $5,423 made by the Bank to the
Bank's savings plan for Mr. Morton's benefit and $15,192 for automobile
allowance.
(4) Includes aggregate contributions of $4,800 made by the Bank to the
Bank's savings plan for Mr. Morton's benefit and $5,262 for automobile
allowance, which began in August, 1998.
(5) Includes aggregate contributions made by the Bank to the Bank's savings
plan for Mr. Morton's benefit.
-8-
<PAGE>
STOCK OPTIONS GRANTED IN 1999.
-----------------------------
The following table sets forth certain information regarding stock
options granted to the individual named in the Summary Compensation Table during
1999. 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
1999, an assumed annual stock price appreciation of 10% would produce a
corresponding aggregate pretax gain over the full option term of approximately
$128.6 million for the Company's common shareholders.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
- --------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation For Option
Individual Grants Term(2)
- ------------------ ----------------- --------------- --------------- --------------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Percent of
Total
Options/
Number of SARs
Securities Granted
underlying to
Options/SARs Employees Exercise or
Granted in Fiscal Base Price Expiration 5% 10%
Name (#) Year ($/Sh) Date (3) ($) ($)
- ------------------ ----------------- --------------- --------------- --------------------- ---------------- --------------
Robert D. Morton, 8,000 15.7% 15.00 12/15/09 75,467 191,249
President
- ------------------ ----------------- --------------- --------------- --------------------- ---------------- --------------
</TABLE>
(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) The options granted to Mr. Morton cannot be exercised until December
15, 2000.
AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES AT DECEMBER 31,
1999. The following table sets forth certain information concerning stock option
exercises by the individual named in the Summary Compensation Table during 1999,
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, 1999. Also reported are the
values for "in-the-money" options that 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, 1999.
<TABLE>
-9-
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
<CAPTION>
OPTION/SAR VALUES (1)
- -------------------------- ---------------- ------------------- ------------------------------ ---------------------------------
<S> <C> <C> <C> <C>
Number of Securities
Shares Acquired Underlying Unexercised Value of Unexercised
on Exercise Options/SARs at Fiscal in-the-Money Options/SARs at
(#) Value Realized Year-End Fiscal Year-End
Name ($) (#) ($)
Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------- ---------------- ------------------- ------------------------------ ---------------------------------
Robert D. Morton, 23,040 261,596 145,180/8,000 997,259/4,000
President
- -------------------------- ---------------- ------------------- ------------------------------ ---------------------------------
(1) Mr. Morton does not hold any SARs.
</TABLE>
PENSION PLAN
The Bank maintains a trusteed 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, if required, 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.
<TABLE>
<CAPTION>
-10-
<PAGE>
SOUTHINGTON SAVINGS BANK
DEFINED BENEFIT PENSION PLAN
ANNUAL PENSION BENEFITS
BASED ON YEARS OF SERVICE
- ------------------ ---------------------------------------------------------------------------------------------------
Years of Service
- ------------------ ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Final Average
Earnings 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 5,380 8,070 10,760 13,450 16,140 16,140
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
50,000 8,605 12,908 17,210 21,513 25,815 25,815
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
75,000 13,980 20,970 27,960 34,950 41,940 41,940
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
100,000 19,355 29,033 38,710 48,388 58,065 58,065
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
125,000 24,730 37,095 49,460 61,825 74,190 74,190
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
150,000 30,105 45,158 60,210 75,263 90,315 90,315
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
175,000* 32,255 48,383 64,510 80,638 96,765 96,765
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
200,000* 32,255 48,383 64,510 80,638 96,765 96,765
- ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
* Compensation limited to $160,000
</TABLE>
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, 1998, and 1999 was $160,000. The limit
for 2000 is indexed at $170,000.
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 1999 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, 1999, Mr. Morton had 8
years of credited 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.
-11-
<PAGE>
Effective December 21, 1998, the Bank adopted another SERP for Mr.
Morton, which in combination with current and prior other employer provided
retirement benefits would provide upon Mr. Morton's retirement a benefit equal
to 60% of his final average compensation. The benefits under the Plan will not
vest until Mr. Morton's death, disability or completion of 10 years service with
the Bank (on June 30, 2000), except for a change of control, in which event his
benefits will immediately vest. In December 1999, the Bank made its first
funding obligation under this plan with assets purchased by the Bank in the
amount of $100,000. The assets are held in a grantor trust.
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 1999, not in excess of $10,000)
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 1999. Such participants will receive matching
contributions of 4% of their compensation for 2000. 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, 2003. 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 either party gives 90-days
advance notice. 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 that 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.
-12-
<PAGE>
TRANSACTIONS WITH MANAGEMENT
There has been no transaction or series of transactions since January
1, 1999, 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 or executive officer of the Company, or member of their immediate
families, has an interest, which is required to be disclosed under the proxy
rules.
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 1999. Tucker Anthony will continue to perform such
services in 2000.
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, cash performance awards, and customary retirement, insurance and
vacation benefits.
-13-
<PAGE>
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 Company and overall shareholder value. Mr. Morton received a cash
performance award of $35,000 in 2000 based on his 1999 performance.
Although, in previous years, the Compensation Committee had established
a profit sharing pool, the Compensation Committee decided for the year ended
1998 to phase out a portion of the profit sharing pool by 1999, and to utilize
some of the accrued dollars in the pool to adjust base salaries and ranges to
make them more competitive.
Although certain employees were paid a percentage of 1998's profit
sharing payout the Board of Directors voted not to pay Mr. Morton a profit
sharing pool payout in 1998, but, instead increased his base salary in 1999 to
make it more in line with that of his peer group. Mr. Morton received an
increase of $53,500 for 1999 representing the base salary adjustment and his
annual merit increase.
Stock options are granted to employees at all levels of the
organization. In recommending option grants for 1999, the Compensation Committee
reviewed all ownership of options and distributed new options to certain
officers. In 1999, Mr. Morton received options to purchase 8,000 shares of the
Company's common stock, representing 15.7% of the total options distributed to
those employees during 1999.
The Compensation Committee believes that executive compensation levels
during fiscal 2000 adequately reflect the Bank's compensation goals, policies
and philosophies. Effective for 2000, 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 1999 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, 1999. 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 $20,000 for acting as Bank Counsel in 1999. In 1999, the
Bank paid Kelley, Crispino & Kania fees for additional legal representation on
various matters. Mr. Kelley will receive a $22,000 retainer for acting as Bank
counsel in 2000. Kelley, Crispino & Kania continues to represent the Bank on
various legal matters.
Mr. Morton is the President and Chief Executive Officer of the Company
and the Bank.
-14-
<PAGE>
COMPENSATION OF DIRECTORS
The directors of the Company are also directors of the Bank. In 1999,
each director of the Bank, other than the President, received a fee of $450 for
attendance at each regular meeting of the Bank Board, $500 for attendance at
each director/officer seminar, and $350 for attendance at each meeting of a
committee of the Bank Board. For 2000, these amounts have changed to $500, $600,
and $400, respectively. 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 1999 also paid Walter J. Hushak $20,000 for services
rendered as Bank Chairman. Mr. Hushak will receive $22,000 for services rendered
as Bank Chairman in 2000.
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 that 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.
No NQSO's were granted to nonemployee directors during 1999.
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, 1994 and comparing relative values on December 31, 1999.
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.
-15-
<PAGE>
Performance Graph
INDEX OF TOTAL RETURN (12/31/94 = 100)
- ------------- --------------- ------------------- --------------- --------------
Price Plus
S&P 500 KBW New England BKCT Cumulative
Date Index Bank Index Indexed Dividends
- ------------- --------------- ------------------- --------------- --------------
12/31/94 100.00 100.00 100.00 $5.417
3/31/95 109.71 112.27 101.18 $5.481
6/30/95 120.15 127.55 131.75 $7.136
9/30/95 129.66 145.95 147.92 $8.012
12/31/95 137.45 156.08 142.42 $7.715
- ------------- --------------- ------------------- --------------- --------------
3/31/96 144.82 156.40 166.20 $9.003
6/30/96 151.30 165.88 221.93 $12.021
9/30/96 155.94 186.41 222.57 $12.056
12/31/96 168.92 215.58 224.54 $12.163
- ------------- --------------- ------------------- --------------- --------------
3/31/97 173.48 223.86 234.07 $12.679
6/30/97 203.70 268.99 258.94 $14.026
9/30/97 218.94 317.44 363.03 $19.664
12/31/97 225.21 370.62 432.05 $23.403
- ------------- --------------- ------------------- --------------- --------------
3/31/98 256.55 393.17 421.87 $22.851
6/30/98 265.00 383.42 401.37 $21.741
9/30/98 238.69 300.56 346.85 $18.787
12/31/98 289.43 342.49 318.15 $17.233
- ------------- --------------- ------------------- --------------- --------------
3/31/99 303.84 313.67 299.91 $16.245
6/30/99 325.22 353.23 372.75 $20,190
9/30/99 304.95 319.14 359.78 $19.488
12/31/99 350.26 303.96 341.36 $18.490
Source: KEEFE, BRUYETTE & WOODS, INC.
-16-
<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 PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000
The Board has entered into an agreement with PricewaterhouseCoopers
LLP, independent certified public accountants, to be the Company's independent
accountants for the fiscal year ending December 31, 2000, subject to
ratification by the Company's shareholders. PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP.
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 PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY'S INDEPENDENT ACCOUNTANTS.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal at the Company's 2001
annual meeting of shareholders, and seeks to have the proposal included in the
Company's proxy statement and form of proxy relating to that annual meeting,
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, the
proposal must be received by the Company at its principal executive offices
located at 121 Main Street, Southington, Connecticut 06489 on or before the
close of business November 28, 2000. If a shareholder wishes to present a matter
at the 2001 annual meeting that is outside of the processes of Rule 14a-8, the
Company's bylaws state that notice to the Company must be given to the Company
no later than 20 days prior to the annual meeting date which, if such date is
April 28, 2001, is April 8, 2001. After that date, the proposal will be
considered untimely and the Company's proxies will have discretionary voting
authority with respect to such matter. Any proposals, as well as any related
questions, should be directed to the Secretary of the Company.
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.
-17-
<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, 1999, AS FILED WITH THE COMMISSION. ANY SUCH REQUEST SHOULD
BE MADE IN WRITING TO THOMAS A. SEBASTIAN, BANCORP CONNECTICUT, INC., 121 MAIN
STREET, SOUTHINGTON, CONNECTICUT 06489.
Southington, Connecticut
March 27, 2000
-18-
<PAGE>
BANCORP CONNECTICUT, INC.
121 Main Street
Southington, CT 06489
Proxy for the Annual Meeting of Shareholders
To be held at 2:00 p.m. on April 28, 2000
Aqua Turf Club, 556 Mulberry Street, Plantsville, Connecticut
The undersigned hereby appoints Phillip J. Mucha, Secretary and Treasurer, and
Thomas A. Sebastian, 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 April 28,
2000, 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.
-19-
<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 2003.
WITHHOLD AUTHORITY
FOR FOR ALL NOMINEES
/ / / /
Andrew J. Meade, Frank R. Miller, Robert D. Morton, Dennis J. Stanek
TO WITHHOLD AUTHORITY FOR INDIVIDUAL NOMINEE(S). Write individual
nominee(s) name(s) below.
- --------------------------------------------------------------------------------
Proposal 2. Ratification of the appointment of PricewaterhouseCoopers 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.
-20-
