[Independence Community Bank Corp. Logo]
June 23, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Independence Community Bank Corp. The meeting will be held at the New York
Marriott Brooklyn, located at 333 Adams Street, Brooklyn, New York, on Friday,
July 23, 1999 at 9:30 a.m., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.
It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the meeting
in person. This year you may vote your shares either by telephone using the
instructions on the enclosed proxy card (if this option is available to you), OR
by marking, signing, dating and promptly returning your proxy card in the
postage-paid envelope provided, even if you plan to attend the Annual Meeting.
This will not prevent you from voting in person, but will ensure that your vote
is counted if you are unable to attend.
For the reasons set forth in the Proxy Statement, the Board recommends
that you vote "FOR" each matter to be considered at the Annual Meeting.
Your continued support of and interest in Independence Community Bank
Corp. is sincerely appreciated.
Sincerely,
/s/ Charles J. Hamm
------------------------------------
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
INDEPENDENCE COMMUNITY BANK CORP.
195 Montague Street
Brooklyn, New York 11201
(718) 722-5300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 23, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Independence Community Bank Corp. (the "Company") will be held at
the New York Marriott Brooklyn, located at 333 Adams Street, Brooklyn, New York,
on Friday, July 23, 1999 at 9:30 a.m., Eastern Time, for the following purposes,
all of which are more completely set forth in the accompanying Proxy Statement:
(1) To elect four directors for a three-year term or until their
successors are elected and qualified;
(2) To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending
March 31, 2000; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
The Board of Directors has fixed June 7, 1999 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those stockholders of record
as of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
By Order of the Board of Directors,
/s/ John K. Schnock
-----------------------------------
John K. Schnock
Corporate Secretary
Brooklyn, New York
June 23, 1999
- - --------------------------------------------------------------------------------
| YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT |
| THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN |
| IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND |
| RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU |
| ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. YOU MAY |
| ALSO VOTE BY TELEPHONE FOLLOWING THE INSTRUCTIONS PROVIDED TO YOU. ANY |
| PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME |
| PRIOR TO THE EXERCISE THEREOF. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE |
| SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL |
| DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE IN PERSON AT THE |
| ANNUAL MEETING. |
- - --------------------------------------------------------------------------------
<PAGE>
INDEPENDENCE COMMUNITY BANK CORP.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1999
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share (the "Common Stock"), of Independence Community Bank Corp. (the
"Company"), a Delaware-chartered thrift holding company for Independence
Community Bank (the "Bank"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the New York Marriott Brooklyn, located at 333
Adams Street, Brooklyn, New York, on Friday, July 23, 1999 at 9:30 a.m., Eastern
Time, and at any adjournment thereof for the purposes set forth in the Notice of
Annual Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about June 23, 1999.
Your vote is important. Because many stockholders cannot attend the
Annual Meeting in person, it is necessary that a large number be represented by
proxy. Stockholders have a choice of voting by using a toll-free telephone
number or by completing a proxy card and mailing it in the postage-paid envelope
provided. Check your proxy card or the information forwarded by your broker or
other holder of record to see which options are available to you. The telephone
voting facilities will close at 5:00 p.m., Eastern Time, on July 22, 1999.
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (mailed to the attention of John K. Schnock, Senior Vice
President, Secretary and Counsel, Independence Community Bank Corp., 195
Montague Street, Brooklyn, New York 11201); (ii) submitting a duly-executed
proxy bearing a later date; or (iii) appearing at the Annual Meeting and giving
the Secretary notice of his or her intention to vote in person. Proxies
solicited hereby may be exercised only at the Annual Meeting and any adjournment
thereof and will not be used for any other meeting.
The telephone voting procedure is designed to authenticate stockholders
by use of a control number and to allow stockholders to confirm that their
instructions have been properly recorded.
The method by which you vote will in no way limit your right to vote at
the Annual Meeting if you later decide to attend in person. If your shares are
held in the name of a broker or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record, to be able to vote at the
Annual Meeting.
VOTING
Only stockholders of record of the Company at the close of business on
June 7, 1999 (the "Voting Record Date") are entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. On the Voting Record Date,
there were 65,059,876 shares of Common Stock issued and outstanding and the
Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting.
The presence in person or by proxy of at least a majority of the issued
and outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. Abstentions are considered in
determining the presence of a quorum and will not affect the vote required for
the election of directors. Directors are elected by a
1
<PAGE>
plurality of the votes cast with a quorum present. The four persons who receive
the greatest number of votes of the holders of Common Stock represented in
person or by proxy at the Annual Meeting will be elected directors of the
Company. The affirmative vote of a majority of the total votes present in person
or by proxy at the Annual Meeting is required to ratify the appointment of Ernst
& Young LLP as the Company's independent auditors. Shares represented by a proxy
card or telephonic vote which are voted as abstaining on any of the proposals,
other than the election of directors, will be treated as shares present and
entitled to vote that were not cast in favor of a particular matter, and thus
will be counted as votes against the matter. Under the rules of the New York
Stock Exchange, the proposals for the election of directors and to ratify the
selection of Ernst & Young are considered to be "discretionary" items upon which
brokerage firms may vote in their discretion on behalf of their clients if such
clients have not furnished voting instructions and for which there will not be
"broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company ("Bylaws") presently authorize 13 directors.
The Certificate of Incorporation of the Company provides that the Board of
Directors of the Company shall be divided into three classes as nearly equal in
number as possible, with one class to be elected annually. Stockholders of the
Company are not permitted to cumulate their votes for the election of directors.
No director or executive officer of the Company is related to any other
director or executive officer of the Company by blood, marriage or adoption.
Each of the nominees currently serves as a director of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If the person or persons named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for one or more replacement nominees recommended by the Board
of Directors. At this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues.
Nominees for Director for Three-Year Term Expiring in 2002
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- - -------------------------- --------- ----------------------------------------------------------- -----------
<S> <C> <C>
Willard N. Archie 55 Director; certified public accountant and Chief Executive 1994
Officer and Managing Partner of Mitchell & Titus, LLP, an
accounting and management consulting firm in New York
City. Director of Security Equity Life Insurance and Security
Mutual Life Insurance.
Donald H. Elliott 66 Director; Partner with the law firm of Hollyer Brady Smith 1973
Troxell Rockett Hines & Mone LLP since September 1995;
previously partner with Mudge Rose Guthrie Alexander &
Ferdon LLP. Director of KeySpan Energy Corporation and
Brooklyn Union.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- - -------------------------- --------- ----------------------------------------------------------- -----------
<S> <C> <C>
Janine Luke 60 Director; Director of Windrove Service Corporation, an 1976
investment advisory firm in New York City, since 1996;
previously President of Breecom Corp., an investment
advisory firm.
Malcolm MacKay 58 Director; Managing Director of Russell Reynolds Associates, 1977
Inc., an executive placement firm in New York City.
Director of Empire Fidelity Life and Annuity Corporation,
a subsidiary of Fidelity Investment Co.
</TABLE>
The Board of Directors recommends that you vote FOR election of the
nominees for director.
Members of the Board of Directors Continuing in Office
<TABLE>
<CAPTION>
Directors Whose Terms Expire in 2000
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- - -------------------------- --------- ----------------------------------------------------------- -----------
<S> <C> <C>
Chaim Y. Edelstein 56 Director; consultant; previously Chairman of the Board of 1991
Directors of Hills Stores, Inc. from 1995 to 1998 and consultant
to Federated Department Stores from 1994 to 1995. Director of
Leslie Fay Corp.
Donald E. Kolowsky 66 Director; retired. 1989
Joseph S. Morgano 67 Director; Executive Vice President and Mortgage Officer; has 1996
served in various capacities in the mortgage area since joining
the Bank in 1972.
Wesley D. Ratcliff 56 Director; President and Chief Executive Officer of Advanced 1994
Technological Solutions, Inc., an electronics service provider
located in Brooklyn, New York, since 1993.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Directors Whose Terms Expire in 2001
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
- - --------------------------- --------- --------------------------------------------------------- -----------
<S> <C> <C>
Robert B. Catell 62 Director; Director and Chief Executive Officer of KeySpan 1984
Energy Corporation, Brooklyn, New York, since October
1997; Chairman and Chief Executive Officer of Brooklyn
Union, Brooklyn, New York since May 1996 and President and
Chief Executive Officer from 1991 to May 1996. Director of
the Houston Exploration Company.
Rohit M. Desai 60 Director; Chairman and President of Desai Capital 1992
Management, Inc., New York, New York. Director of the
Rouse Company, Sunglass Hut International, Finley
Enterprises, Inc., Penn National Insurance, American Horizon
Holdings, TeleCorp PCS and Lenders Service, Inc.
Robert W. Gelfman 67 Director; Partner with the law firm of Battle Fowler LLP, New 1988
York, New York.
Charles J. Hamm 62 Chairman of the Board, President and Chief Executive Officer. 1975
Scott M. Hand 57 Director; President of INCO Limited, a mining company 1987
headquartered in Ontario, Canada. Director of P.T.
International Nickel Indonesia Tbk.
</TABLE>
- - --------------------
(1) As of June 1, 1999.
(2) Includes service as director of the Bank.
Stockholder Nominations
Article IV, Section 4.15 of the Bylaws governs nominations for election to the
Board of Directors and requires all such nominations, other than those made by
the Board of Directors or a committee appointed by the Board, to be made at a
meeting of stockholders called for the election of directors, and only by a
stockholder who has complied with the notice provisions in that section.
Stockholder nominations must be made pursuant to timely notice in writing to the
Secretary of the Company. Generally, to be timely, a stockholder's notice must
be delivered to, or mailed, postage prepaid, to the principal executive offices
of the Company not later than 120 days prior to the anniversary date of the
mailing of proxy materials by the Company in connection with the immediately
preceding annual meeting of stockholders of the Company. Each written notice of
a stockholder nomination is required to set forth certain information specified
in the Bylaws. Any stockholder nomination with respect to this Annual Meeting
must have been delivered or received no later than the close of business on
April 16, 1999. No such nominations by stockholders were received.
Board of Directors Meetings and Committees of the Company and the Bank
Regular meetings of the Board of Directors of the Company are held
monthly. The Board may have additional special meetings. During the fiscal year
ended March 31, 1999, the Board of Directors of the Company met thirteen times.
No director attended fewer than 75% of the total number of Board meetings or
committee meetings on which he or she served that were held during fiscal 1999.
The Company has established various committees including an
4
<PAGE>
Executive Committee, an Examining Committee and a Compensation Committee. In
accordance with the Bylaws, the Board of Directors acts as the Nominating
Committee and met once in fiscal 1999 in such capacity.
Examining Committee. The Examining Committee of the Company recommends
independent auditors to the Board annually, reviews the Company's financial
statements and the scope and results of the audit performed by the Company's
independent auditors and the Company's system of internal control with
management and such independent auditors and reviews regulatory examination
reports. The Examining Committee, which is chaired by Mr. Robert W. Gelfman and
is comprised of all directors except for Messrs. Hamm and Morgano, met three
times during fiscal 1999.
Compensation Committee. The Compensation Committee of the Company
reviews and recommends compensation and benefits for the Company's employees.
The Compensation Committee, which is comprised of all the directors except for
Mr. Morgano, met five times during fiscal 1999.
The Board of Directors of the Bank meets on a monthly basis and may
have additional special meetings. During the year ended March 31, 1999, the
Board of Directors of the Bank met twelve times. The Board of Directors of the
Bank has established eight committees, including an Executive Committee,
Compensation Committee, Investment Committee and an Examining Committee. No
director attended fewer than 75% of the total number of Board meetings or
committee meetings on which he or she served that were held during fiscal 1999.
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal
occupations during the last five years for the five senior executive officers of
the Company and the Bank who do not serve as directors of the Company. No
executive officer is related to any director or other executive officer of the
Company by blood, marriage or adoption, and there are no arrangements or
understandings between a director of the Company and any other person pursuant
to which such person was elected an executive officer.
<TABLE>
<CAPTION>
Principal Occupation During
Name Age(1) the Past Five Years
- - --------------------------- --------- ---------------------------------------------------------
<S> <C>
Terence J. Mitchell 46 Executive Vice President - Director of Retail Banking since May
1998; Executive Vice President - Director of Marketing and Retail
Banking of the Bank from 1995 to May 1998; previously Senior
Vice President - Director of Marketing and Retail Banking.
John B. Zurell 57 Certified Public Accountant; Executive Vice President - Chief
Financial Officer since July 1997; Executive Vice President-
Financial Systems and Director of Commercial and Consumer
Lending for the Bank from 1994 until July 1997.
Thomas J. Brady 63 Senior Vice President and Treasurer of the Bank since 1993;
Treasurer of the Bank since 1991.
John K. Schnock 55 Senior Vice President, Secretary and Counsel of the Bank since
1996; previously First Vice President and Vice President; has served
in various capacities since joining the Bank in 1972.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation During
Name Age(1) the Past Five Years
- - --------------------------- --------- ---------------------------------------------------------
<S> <C>
Frank S. Muzio 46 Certified Public Accountant; Senior Vice President and Controller
of the Bank since 1998; previously, Senior Vice President - Planning
and Analysis, of Dime Bancorp., Inc. subsequent to its merger with
Anchor Bancorp., Inc., in January 1995 and served as Senior Vice
President and Controller of Anchor Bancorp, Inc. from 1993 to
1995.
</TABLE>
- - -------------------
(1) As of June 1, 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's officers and directors, and persons
who own more than 10% of the Company's Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and the Nasdaq Stock Market. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. The Company knows of no person who
beneficially owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that with respect to the year ended March 31, 1999, the Company's
officers and directors satisfied the reporting requirements promulgated under
Section 16(a) of the Exchange Act .
6
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of the Voting Record Date, and certain other information with respect
to (i) each person or entity, including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act, who or which was known to the Company to
be the beneficial owner of more than 5% of the issued and outstanding Common
Stock, (ii) each director of the Company, (iii) each executive officer of the
Company and (iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group June 7, 1999(1) Common Stock
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Independence Community Bank Corp. Employee
Stock Ownership Plan Trust
195 Montague Street
Brooklyn, New York 11201 5,632,870(2) 8.66%
Independence Community Foundation
195 Montague Street
Brooklyn, New York 11201 4,802,870(3) 7.38
Directors:
Willard N. Archie 78,572(4)(5)(6) *
Robert B. Catell 81,812(5) *
Rohit M. Desai 77,812(5) *
Chaim Y. Edelstein 79,812(5)(7) *
Donald H. Elliott 83,383(4)(5) *
Robert W. Gelfman 80,100(5)(8) *
Charles J. Hamm 582,895(9)(10)(14) *
Scott M. Hand 1,000 *
Donald E. Kolowsky 97,768(4)(5)(11) *
Janine Luke 78,312(5) *
Malcolm MacKay 77,112(5) *
Joseph S. Morgano 299,364(9)(10)(14) *
Wesley D. Ratcliff 77,885(4)(5) *
Other Senior Executive Officers:
Thomas J. Brady 86,450(9)(12)(13)(14) *
Terence J. Mitchell 147,420(9)(13)(14) *
Frank S. Muzio 10,500(13) *
John K. Schnock 76,201(9)(13)(14) *
John B. Zurell 145,975(9)(13)(14) *
All directors and executive officers as a group
(18 persons) 2,162,373 3.32
(Footnotes on the following page)
</TABLE>
7
<PAGE>
- - ---------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(2) The Independence Community Bank Corp. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the Independence Community
Bank Corp. Employee Stock Ownership Plan ("ESOP"). Marine Midland Bank
is the trustee ("Trustee") of the Trust. As of the Voting Record Date,
281,644 of the shares held by the ESOP had been allocated to the
accounts of participating employees. Under the terms of the ESOP, the
Trustee will generally vote the allocated shares held in the ESOP in
accordance with the instructions of the participating employees.
Unallocated shares held in the ESOP will generally be voted in the same
ratio on any matter as those allocated shares for which instructions
are given, subject in each case to the fiduciary duties of the ESOP
trustees and applicable law. Any allocated shares which either abstain
on the proposal or are not voted will be disregarded in determining the
percentage of stock voted for and against each proposal by the
participants and beneficiaries. The amount of Common Stock beneficially
owned by directors who serve as trustees of the ESOP and all directors
and executive officers as a group does not include the shares held by
the ESOP (except for shares allocated to an executive officer as a
participant).
(3) Shares of Common Stock owned by the Independence Community Foundation
are required to be voted in the same ratio as all other shares of
Common Stock on all proposals presented to stockholders for
consideration.
(4) Includes with respect to Messrs. Archie, Elliott, Kolowsky and
Ratcliff, 1,260, 6,571, 956 and 73 shares, respectively, held by the
Directors Fee Deferral Plan. Messrs. Archie, Elliott, Kolowsky and
Ratcliff each disclaims beneficial ownership of such shares except to
the extent of their personal pecuniary interest therein.
(5) Includes with respect to Messrs. Archie, Catell, Desai, Edelstein,
Elliott, Gelfman, Kolowsky, MacKay and Ratcliff, and Ms. Luke, 76,812
shares allocated to each individual in the 1998 Recognition and
Retention Plan and Trust Agreement ("Recognition Plan").
(6) Includes 500 shares owned jointly by Mr. Archie with his spouse.
(7) Includes 1,000 shares owned by Mr. Edelstein's minor child.
(8) Includes 288 shares owned by Mr. Gelfman's spouse.
(9) Includes with respect to Messrs. Hamm, Morgano, Brady, Mitchell,
Schnock and Zurell 17,151, 15,263, 10,855, 4,127, 3,662 and 2,696
shares, respectively, held in the Independence Community Bank 401(k)
Savings Plan in RSI Retirement Trust ("401(k) Plan"). Does not include
any shares contributed to the 401(k) plan on their behalf by the
Company and held in the ESOP. See Footnote 14 hereto.
<PAGE>
(10) Includes 563,287 and 281,644 shares held in the Recognition Plan for
Messrs. Hamm and Morgano, respectively, which are contingent upon the
achievement of certain performance goals established pursuant to the
terms of the Recognition Plan. Until such performance goals are
satisfied and the shares vest, such shares are voted by the trustees of
the Recognition Plan.
(Footnotes continued on following page)
8
<PAGE>
(Footnotes continued from previous page)
- - -------------------
(11) Includes 8,551 shares held in trust.
(12) Includes 750 shares owned by Mr. Brady's spouse and 2,266 shares owned
by Mr. Brady's minor child.
(13) Includes with respect to Messrs. Brady, Mitchell, Muzio, Schnock and
Zurell, 70,411, 140,822, 10,000, 70,411 and 140,822 shares,
respectively, held in the Recognition Plan which have been allocated to
such persons.
(14) Includes with respect to Messrs. Hamm, Morgano, Brady, Mitchell,
Schnock and Zurell , 2,457, 2,457, 2,168, 2,471, 2,128 and 2,457
shares, respectively, held in the ESOP which have been allocated to
such persons and includes shares contributed by the Company on their
behalf pursuant to the terms of the 401(k) Plan.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information concerning
the compensation paid by the Bank (including amounts deferred to future periods
by the officers) for services rendered in all capacities during the fiscal years
ended March 31, 1999, 1998 and 1997 to the President and Chief Executive Officer
of the Bank and the four other most highly compensated officers of the Bank (the
"named executive officers"). The named executive officers, each of whom also
serves as an executive officer of the Company, do not receive any separate
compensation from the Company.
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other Securities
Name and Fiscal Annual Restricted Underlying LTIP All Other
Principal Position Year Salary(1) Bonus Compensation(2) Stock(3) Options(4) Payouts(5) Compensation
------------------ ------ --------- ----- --------------- -------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles J. Hamm
Chairman, President and 1999 $545,012 $114,450 - - $7,498,758 1,408,218 $ - - $39,155(6)
Chief Executive Officer 1998 517,316 103,000 - - - - - - 435,210 3,000(7)
1997 488,463 139,195 - - - - - - - - 3,000(8)
Joseph S. Morgano
Executive Vice 1999 $262,990 $ 54,570 - - $3,749,386 704,109 $ - - $39,155(6)
President and 1998 250,999 50,000 - - - - - - 128,838 3,000(7)
Mortgage Officer 1997 238,500 66,278 - - - - - - - - 3,000(8)
Terence J. Mitchell
Executive Vice
President-Director of 1999 $190,000 $ 39,425 - - $1,874,693 352,054 $ - - $39,374(9)
Marketing and Retail 1998 166,923 33,000 - - - - - - 69,727 3,257(7)
Banking 1997 152,327 38,214 - - - - - - - - 5,117(8)
John B. Zurell
Executive Vice 1999 $209,000 $ 43,370 - - $1,874,693 352,054 $ - - $39,155(6)
President and Chief 1998 195,154 29,100 - - - - - - 100,967 3,000(7)
Financial Officer 1997 193,646 46,746 - - - - - - - - 4,868(8)
Frank S. Muzio
Senior Vice President 1999 $142,211 $ 29,000 - - $ 133,125 20,000 $ - - $ --
and Controller 1998 - - - - - - - - - - - - --
1997 - - - - - - - - - - - - --
</TABLE>
- - ------------------------
(1) Does not include amounts deferred by an officer in prior years (and
previously reported) and received by such officer in the current fiscal
year.
(2) Does not include amounts attributable to miscellaneous benefits
received by the named executive officer. In the opinion of management
of the Bank, the costs to the Bank of providing such benefits to the
named executive officer during the year ended March 31, 1999 did not
exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(Footnotes continued on following page)
10
<PAGE>
(Footnotes continued from previous page)
- - ---------------------
(3) Represents the grant of 563,287, 281,644, 140,822, 140,822 and 10,000
shares of restricted Common Stock to Messrs. Hamm, Morgano, Mitchell,
Zurell and Muzio, respectively, pursuant to the Recognition Plan which
were deemed to have the indicated value at the date of grant, and which
had a fair market value at March 31, 1999 of $7,252,320, $3,626,167,
$1,813,083, $1,813,083 and $128,750 for the grants to Messrs. Hamm,
Morgano, Mitchell, Zurell and Muzio, respectively. Dividends paid on
the restricted Common Stock are held in the Recognition Plan and paid
to the recipient when the restricted Common Stock vests. With respect
to Messrs. Mitchell, Zurell and Muzio, the awards vest 20% per year
from the date of grant. Messrs. Hamm and Morgano must achieve certain
performance goals, as defined in the Recognition Plan, in order for
their shares to be distributed and/or vested. Assuming such goals are
achieved, their awards will also vest at 20% per year from the date of
grant.
(4) Consists of stock options awarded pursuant to the Company's 1998 Stock
Option Plan (the "Option Plan"). The options vest 20% per year from the
date of grant.
(5) Amount reflects an award received in April 1997 pursuant to the Bank's
Executive Long-Term Incentive Plan, which plan was established in 1994
and provided for awards based upon the attainment of certain
pre-established performance goals and criteria during the period from
January 1, 1994 through December 31, 1996.
(6) Consists of $39,155, $39,155 and $39,155 allocated on behalf of Messrs.
Hamm, Morgano and Zurell, respectively, pursuant to the ESOP.
(7) Consists of contributions to the 401(k) Plan.
(8) Consists of contributions to the 401(k) Plan, the receipt of $1,000
face amount of 8% junior preferred stock of the Independence Community
Realty Corp., a wholly owned subsidiary of the Bank, and reimbursement
of certain tax payments made by the named executive officers.
(9) Consists of contributions of $219 to the 401(k) Plan and $39,155
allocated pursuant to the ESOP.
Stock Options
The following table sets forth certain information concerning grants of stock
options awarded to the named executive officers during the year ended March 31,
1999.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Options % of Total Options Exercise Expiration Fair Value of
Name Granted(1) Granted to Employees(2) Price(3) Date Options (4)
---- ---------- ----------------------- -------- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Hamm 1,408,218 23.08% $13.3125 9/25/2008 $7,280,487
Joseph S. Morgano 704,109 11.54 13.3125 9/25/2008 $3,640,244
Terence J. Mitchell 352,054 5.77 13.3125 9/25/2008 $1,820,119
John B. Zurell 352,054 5.77 13.3125 9/25/2008 $1,820,119
Frank S. Muzio 20,000 .33 13.3125 9/25/2008 $103,400
</TABLE>
- - -----------------------
(1) Consists of stock options exercisable at the rate of 20% per year from
the date of grant through September 25, 2003.
(2) Percentage of options granted to all employees during fiscal 1999.
(3) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(4) The fair value of the options granted was estimated using the
Black-Scholes Pricing Model. Under such analysis, the interest rate was
assumed to be 4.53%, the expected life of the options to be six years,
the expected volatility to be 37.5% and the dividend yield to be 1.20%
per share.
11
<PAGE>
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the year ended March 31,
1999 and options held at March 31, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised Options at
Shares Options at Year End Year End(1)
Acquired on Value -------------------------------- --------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Hamm -- -- -- 1,408,218 $ -- $ --
Joseph S. Mogano -- -- -- 704,109 -- --
Terence J. Mitchell -- -- -- 352,054 -- --
John B. Zurell -- -- -- 352,054 -- --
Frank S. Muzio -- -- -- 20,000 -- --
</TABLE>
- - --------------------
(1) Based on a per share market price of $12.875 at March 31, 1999.
Exercise price of all options reflected in table is $13.3125.
Change in Control Agreements
The Company and the Bank (collectively the "Employers") entered into
Change in Control Agreements with Messrs. Hamm, Morgano, Mitchell, Zurell, Brady
and Schnock (the "Executives"). The Change in Control Agreements have terms of
three years, which term shall be extended each year for a successive, additional
one-year period upon approval by the Board of Directors unless either the Board
of Directors or the Executive elects in writing, not less than 30 days prior to
the annual anniversary date, not to extend the term.
The Change in Control Agreements provide that if certain adverse
actions are taken with respect to the Executive's employment following a change
in control, as defined, of the Company or the Bank, the Executive will be
entitled to a cash severance payment equal to three times the Executive's annual
compensation. In addition, the Executive will be entitled to a continuation of
benefits similar to those he is receiving at the time of such termination for
the remaining term of the agreement or until he obtains full-time employment
with another employer, whichever occurs first.
A change in control generally is defined in the Change in Control
Agreements to include any change in control of the Company or the Bank required
to be reported under the federal securities laws, as well as (i) the acquisition
by any person of 20% or more of the Company's outstanding voting securities and
(ii) a change in a majority of the directors of the Company during any two-year
period without the approval of at least two-thirds of the persons who were
directors of the Company at the beginning of such period.
Each Change in Control Agreement with the Employers provides that if
the payments and benefits to be provided thereunder, or otherwise upon
termination of employment, are deemed to constitute a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), then the Executive would be reimbursed for any excise tax
liability pursuant to Sections 280G and 4999 of the Code and for any additional
income taxes imposed as a result of such reimbursement. Because the amount of
the payments and benefits that could constitute a parachute payment is dependent
upon the timing, price and structure of any change in control that may occur
12
<PAGE>
in the future, it is not possible at this time to quantify the severance
benefits payable to an Executive under the employment agreements.
Although the above-described Change in Control Agreements could
increase the cost of any acquisition of control of the Company, management of
the Company does not believe that the terms thereof would have a significant
anti-takeover effect.
The Company also adopted during fiscal 1999 a severance plan which
covers certain officers who are not otherwise covered by Change in Control
Agreements. Such plan provides certain severance benefits to participants whose
employment is terminated or whose job responsibilities are substantially reduced
in connection with or subsequent to a change in control of the Company.
Directors' Compensation
Members of the Bank's Board of Directors receive $1,500 per meeting
attended of the Board and $850 per committee meeting attended, except for
Messrs. Hamm and Morgano, who do not receive any fees. Board fees are subject to
periodic adjustment by the Board of Directors. In addition, non-employee
Directors receive an annual retainer of $20,000. In addition to fees paid to
directors for Board and committee meetings, the directors participate in the
Stock Option Plan and the Recognition Plan. In addition, Directors received
stock option grants and restricted stock awards in September 1998 subsequent to
stockholder approval of the 1998 Stock Option Plan and the Recognition Plan.
Benefits
Retirement Plan. The Company maintains a non-contributory,
tax-qualified defined benefit pension plan (the "Retirement Plan") for eligible
employees. All salaried employees who have attained at least the age of 21 and
who have completed at least one year of service are eligible to participate in
the Retirement Plan. The Retirement Plan provides for a benefit for each
participant, including the named executive officers, equal to 2% of the
participant's final average compensation (average W-2 compensation during the
highest 60 consecutive months of employment) multiplied by the participant's
years (and any fraction thereof) of eligible employment (up to a maximum of 30
years). A participant is fully vested in his or her benefit under the Retirement
Plan after five years of service. The Retirement Plan is funded by the Bank on
an actuarial basis and all assets are held in trust by the Retirement Plan
trustee.
The following table illustrates the annual benefit payable upon
retirement at age 65 (in single life annuity amounts with no offset for Social
Security benefits) at various levels of compensation and years of service under
the Retirement Plan and the Supplemental Executive Retirement Plan ("SERP")
maintained by the Bank.
13
<PAGE>
<TABLE>
<CAPTION>
Years of Service(1)(2)
Remuneration (3)(4) 15 20 25 30 35
-------------------- ---- ---- ---- ---- ---
<S> <C> <C> <C> <C> <C> <C>
$125,000.. $ 37,500 $ 50,000 $ 62,500 $75,000 $ 75,000
150,000.. 45,000 60,000 75,000 90,000 90,000
175,000.. 52,500 70,000 87,500 105,000 105,000
200,000.. 60,000 80,000 100,000 120,000 120,000
225,000.. 67,500 90,000 112,500 135,000 135,000
250,000.. 75,000 100,000 125,000 150,000 150,000
300,000.. 90,000 120,000 150,000 180,000 180,000
400,000.. 120,000 160,000 200,000 240,000 240,000
450,000.. 135,000 180,000 225,000 270,000 270,000
500,000.. 150,000 200,000 250,000 300,000 300,000
600,000.. 180,000 240,000 300,000 360,000 360,000
700,000.. 210,000 280,000 350,000 420,000 420,000
800,000.. 240,000 320,000 400,000 480,000 480,000
</TABLE>
- - --------------
(1) The annual retirement benefits shown in the table do not reflect a
deduction for Social Security benefits; there are no other offsets to
benefits.
(2) The maximum years of service credited for benefit purposes is 30 years.
(3) For the fiscal year of the Retirement Plan beginning on January 1,
1998, the average final compensation for computing benefits under the
Retirement Plan cannot exceed $160,000 (as adjusted for subsequent
years pursuant to Code provisions). Benefits in excess of the
limitation are provided through the SERP.
(4) For the fiscal year of the Retirement Plan beginning on January 1,
1998, the maximum annual benefit payable under the Retirement Plan
cannot exceed $130,000 (as adjusted for subsequent years pursuant to
Code provisions).
The following table sets forth the years of credited service and the
average annual compensation (as defined above) determined as of March 31, 1999,
for each of the named executive officers.
<TABLE>
<CAPTION>
Years of Credited Average Annual
Service Earnings
------- --------
<S> <C> <C>
Charles J. Hamm................... 14 years $757,122
Joseph S. Morgano................. 26 years 270,446
Terence J. Mitchell............... 24 years 206,281
John B. Zurell.................... 26 years 227,015
Frank S. Muzio..................... 0 years --
</TABLE>
14
<PAGE>
Supplemental Executive Retirement Plan. The Bank has adopted the SERP
to provide for eligible employee benefits that would be due under its Retirement
Plan if such benefits were not limited under the Code. SERP benefits provided
with respect to the Retirement Plan are reflected in the pension table.
Compensation Committee Interlocks and Insider Participation
In fiscal 1999, the Compensation Committee of the Board of Directors of
the Company and the Bank determined the salaries and bonuses of the Company's
and the Bank's executive officers. Mr. Hamm, Chairman, President and Chief
Executive Officer of the Company and the Bank, is a member of the Compensation
Committee. The Committee also reviews and approves the salaries and bonuses for
the Company's and the Bank's other officers and employees. The Compensation
Committee met five times during fiscal 1999. The report of the Compensation
Committee with respect to compensation for the Chief Executive Officer and all
other executive officers of the Company and the Bank and employees for the year
ended March 31, 1999 is set forth below. The standing Compensation Committee
consists of Messrs. Archie, Desai, Edelstein, Elliott, Hamm, Hand, Ratcliff and
Ms. Luke. Four other Directors (Messrs. Catell, Gelfman, Kolowsky and MacKay)
serve on a rotating basis.
REPORT OF THE COMPENSATION COMMITTEE
Under the rules of the SEC, the Company is required to provide certain
data and information in regard to the compensation and benefits provided to the
Company's President and Chief Executive Officer and certain other executive
officers of the Company for the year ended March 31, 1999. The following
discussion addresses compensation information relating to the President and
Chief Executive Officer and the other executive officers of the Company for
fiscal 1999 and sets forth the report of the Compensation Committee (the
"Committee") of the Board of Directors of the Company.
Compensation Philosophy. The Committee is responsible for administering
the compensation of all executive officers. The Committee annually reviews and
evaluates the base salary and incentive compensation for all executive officers,
including the President and Chief Executive Officer, and in conducting such
reviews of the Company's executive officers, other than the President and Chief
Executive Officer, places primary consideration upon the recommendations of the
President and Chief Executive Officer, along with the rationale for such
recommendations. The President and Chief Executive Officer does not participate
in the Committee's review of his own compensation package. The Committee
considers the objectives and performance of the Company, individual performance
and surveys of compensation practices at comparable financial institutions in
establishing executive compensation. While the Committee does not use strict
numerical formulas to determine changes in the compensation of the President and
Chief Executive Officer and the other executive officers of the Company and
while it weighs a variety of different factors in its deliberations, it
emphasizes the Company's primary objective of attaining maximum stockholder
value over time as it is affected by such factors as earnings, profitability,
capital position, income levels and efficiency ratio. It also takes into account
non-quantitative factors including such factors as the level of responsibility
and general management oversight. While various quantitative factors approved by
the Committee were considered in evaluating individual officer performance, such
factors were not assigned a specific weight in evaluating the performance of the
President and Chief Executive Officer or the other executive officers.
The purposes of the Company's executive compensation policies are to
attract and retain qualified individuals; align the interests of the Company's
executive officers with those of its stockholders; reward high performance by
the Company and the executive; and maintain compensation levels that are
competitive with other financial institutions, particularly those in the New
York metropolitan area. The compensation structure is designed to support the
achievement of the Company's performance and primary strategic objective of
maximizing stockholder value over time and to ensure that the executive
officers' interests are aligned with the success of the Company's stockholders.
The Committee makes use of compensation surveys and has on occasion retained
independent consultants to assist in the design of the Company's executive
compensation package. In light of the status of the Holding Company as a public
company, it is intended that the compensation policies of the Holding Company
and the Bank will incorporate the
15
<PAGE>
consolidated financial results of the Holding Company and other factors related
to the Holding Company's common stock.
The total compensation package of executive officers is based on the
following principles:
Link to Stock Value. Equity-based plans such as the Company's
Recognition Plan and Option Plan should comprise a significant portion of total
compensation to link executive compensation to long-term company performance and
stockholder interests.
Long-Term Orientation. Compensation for executive officers should be
based on the long-term interests of the Company's stockholders with reduced
emphasis on base salary and annual incentive pay. Awards made pursuant to the
Company's Recognition Plan and Option Plan will generally become vested at the
rate of 20% per year on each annual anniversary of the date of the grant over a
five-year period.
Competitive With Other Financial Institutions. The total compensation
package should be competitive with that of other financial institutions,
particularly those in the New York metropolitan area.
Annual Incentive Pay. Starting with the fiscal year beginning on April
1, 1999, each executive officer will participate in an annual incentive
compensation program with incentive compensation linked to achievement of
targets based on stockholder expectations over a multi-year period. Target
performance goals are designated by the Committee and approved by the Board.
Below a threshold level of performance, no awards are made. The purpose of the
program is to keep executives focused on the primary strategic objective of
attaining maximum value for stockholders over time.
Chief Executive Officer. The Committee recommended and the Board of
Directors awarded the Company's President and Chief Executive Officer an annual
salary of $545,000 effective in March 1998. The Chief Executive Officer's salary
was based on an analysis of the salaries of the Chief Executive Officers of peer
group financial institutions in the New York metropolitan area and the
significant contributions of the Chief Executive Officer to the successful
operations of the Company. No specific formula was used by the Committee to
establish the President and Chief Executive Officer's salary for fiscal 1999 nor
did the Committee set specified salary levels based on the achievement of
particular quantitative financial measures of performance targets. The Committee
again reviewed the salary of the Company's President and Chief Executive Officer
in March 1999. The base salary for Mr. Hamm was not changed for the fiscal year
beginning on April 1, 1999.
The Compensation Committee of the Company
Willard N. Archie Robert B. Catell
Rohit M. Desai Chaim Y. Edelstein
Donald H. Elliott Robert W. Gelfman
Charles J. Hamm Scott M. Hand
Donald E. Kolowsky Janine Luke
Malcolm MacKay Wesley D. Ratcliff
16
<PAGE>
Performance Graph
Pursuant to the rules and regulations of the SEC, the graph below
compares the performance of the Company's Common Stock with that of the Nasdaq
Composite Index (U.S. Companies) and the SNL $5.0 billion to $10.0 billion
Thrift Index (the "SNL Index") from March 17, 1998, the date the Company's
Common Stock began trading on the Nasdaq Stock Market, through March 31, 1999.
The SNL Index is an index created by SNL Securities, L.P., Charlottesville,
Virginia, a nationally recognized analyst of financial institutions. The graph
is based on the investment of $100 in the Company's Common Stock at its closing
price on March 17, 1998.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Period Ended
------------------------------------------------------------------
Index 3/17/98 6/30/98 9/30/98 12/31/98 3/31/99
- - --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Independence Community Bank Corp. $100.0 98.55 81.52 92.59 74.95
Nasdaq - Total U.S. $100.0 106.19 95.92 124.47 139.13
SNL $5 B - $10 B Thrift Index $100.0 97.39 73.40 84.85 77.04
</TABLE>
17
<PAGE>
Certain Relationships and Related Transactions
In accordance with applicable laws and regulations, the Bank offers
mortgage loans to its officers and employees as well as members of their
immediate families for the financing of their primary residences and certain
other loans. These loans generally are made on substantially the same terms as
those prevailing at the time for comparable transactions with non-affiliated
persons. It is the belief of management that these loans neither involve more
than the normal risk of collectibility nor present other unfavorable features.
All such loans to executive officers were current as of March 31, 1999.
Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution, such as the Bank, to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions by the savings institution
with non-affiliated parties, unless the loans are made pursuant to a benefit or
compensation program that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive officer
or principal stockholder, or certain affiliated interests of either, over other
employees of the savings institution, and must not involve more than the normal
risk of repayment or present other unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending March 31, 2000, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
The Company has been advised by Ernst & Young LLP that neither that
firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Ernst & Young LLP will have one or
more representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and who will be available to respond to
appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of Ernst & Young LLP as independent auditors for the fiscal year
ending March 31, 2000.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which currently is scheduled to be held in July 2000, must be
received at the principal executive offices of the Company, 195 Montague Street,
Brooklyn, New York 11201, Attention: John K. Schnock, Senior Vice President,
Secretary and Counsel, no later than February 24, 2000.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Section 2.14 of the Company's
Bylaws, which provides that business at an annual meeting of stockholders must
be (a) properly brought before the meeting by or at the direction of the Board
of Directors, or (b) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 120 days prior to the mailing of proxy materials with
respect to the immediately preceding annual meeting of stockholders of the
Company. No such proposals were received by such date. Such stockholder's notice
is required to set forth as to each matter the stockholder proposes to bring
before an annual meeting certain information specified in the Bylaws.
18
<PAGE>
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended March 31, 1999 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999 required to be filed under the Exchange
Act. Such written request should be directed to Alan J. Cohen, First Vice
President- Investor Relations, Independence Community Bank Corp., 195 Montague
Street, Brooklyn, New York 11201. The Annual Report on Form 10-K is not part of
these proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business that may properly come before
the Annual Meeting other than the matters described above in this Proxy
Statement. However, if any other matters should properly come before the
meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons
voting the proxies. Each proxy solicited hereby also confers discretionary
authority on the proxy holders designated by the Board of Directors of the
Company to vote the proxy with respect to the election of any person as a
director if the nominee is unable to serve or for good cause will not serve,
matters incident to the conduct of the meeting and upon such other matters as
may properly come before the Annual Meeting.
The cost of the solicitation of proxies will be borne by the Company.
The Company has retained Corporate Investor Communications, Inc., a professional
proxy solicitation firm, to assist in the solicitation of proxies. Such firm
will be paid a fee of $4,000, plus reimbursement for reasonable out-of-pocket
expenses and a fee for each stockholder contacted. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending the proxy materials to the beneficial
owners of the Common Stock. In addition to solicitations by mail, directors,
officers and employees of the Company may solicit proxies personally or by
telephone without additional compensation.
By Order of the Board of Directors,
/s/ John K. Schnock
-----------------------------------
John K. Schnock
Corporate Secretary
Brooklyn, New York
June 23, 1999
19
