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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Independence Community Bank Corp.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
N/A
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
N/A
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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>
[INDEPENCENCE COMMUNITY BANK CORP. LOGO]
June 23, 2000
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 Brooklyn
Botanic Garden, 1000 Washington Avenue, Brooklyn, New York 11225, on Friday,
July 28, 2000 at 9:00 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. 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
--------------------
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 28, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Independence Community Bank Corp. (the "Company") will be held at
the Brooklyn Botanic Garden, 1000 Washington Avenue, Brooklyn, New York 11225,
on Friday, July 28, 2000 at 9:00 a.m., Eastern Time, for the following purposes,
all of which are more completely set forth in the accompanying Proxy Statement:
(1) To elect five 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, 2001; 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 9, 2000 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, 2000
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 BY 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 28, 2000
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 Brooklyn Botanic Garden, 1000 Washington
Avenue, Brooklyn, New York 11225, on Friday, July 28, 2000 at 9:00 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, 2000.
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 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 telephone voting facilities will close at 5:00 p.m.,
Eastern Time, on July 27, 2000.
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.
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) filing a later dated proxy
(using a proxy card or the telephone voting procedure); 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.
VOTING
Only stockholders of record of the Company at the close of business on
June 9, 2000 (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 65,719,845 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 but will not affect the vote required for
the election of directors. Directors are
1
<PAGE>
elected by a plurality of the votes cast with a quorum present. The five 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
the ratification of the appointment of Ernst & Young, LLP, will be treated as
shares present and entitled to vote that were not cast in favor of such
appointment, 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 LLP 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
By resolution of the Board of Directors, the Company presently is
authorized to have 16 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.
2
<PAGE>
Nominees for Director for Three-Year Term Expiring in 2003
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
-------------------------- --------- ------------------------------------------------------------------ -----------
<S> <C> <C> <C>
Chaim Y. Edelstein 57 Director; consultant; previously Chairman of the Board of Directors 1991
of Hills Stores, Inc. from 1995 to 1998 and consultant to Federated
Department Stores from 1994 to 1995.
Donald E. Kolowsky 67 Director; retired; formerly, President of Pfizer Chemical Division 1989
from 1987 to 1991.
Joseph S. Morgano 68 Director; Executive Vice President - Commercial Real Estate 1996
Lending Division; has served in various capacities in the mortgage
lending area since joining the Bank in 1972.
Wesley D. Ratcliff 57 Director; President and Chief Executive Officer of Advanced 1994
Technological Solutions, Inc., an electronics service provider
located in Brooklyn, New York, since 1993.
Victor M. Richel 62 Vice Chairman of the Board; previously, Chairman, President and 2000
Chief Executive Officer of Statewide Financial Corp., Jersey City,
New Jersey, from 1995 to 2000 prior to its merger with the
Company in January 2000.
</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
Directors Whose Terms Expire in 2001
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
--------------------------- --------- ---------------------------------------------------------------- ----------
<S> <C> <C> <C>
Robert B. Catell 63 Director; Chairman and Chief Executive Officer of KeySpan Energy 1984
Corporation, Brooklyn, New York, since August 1998; 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 61 Director; Chairman and President of Desai Capital Management, 1992
Inc., New York, New York. Director of the Rouse Company,
Sunglass Hut International, Finley Enterprises, Inc., American
Horizon Holdings, TeleCorp PCS and Lenders Service, Inc.
Robert W. Gelfman 68 Director; Of Counsel with the law firm of Battle Fowler LLP, New 1988
York, New York, since August 1999; partner from 1974 to August
1999.
Charles J. Hamm 63 Chairman of the Board, President and Chief Executive Officer. 1975
Scott M. Hand 58 Director; Director and President of INCO Limited, a mining 1987
company headquartered in Ontario, Canada. Director of P.T.
International Nickel Indonesia Tbk.
Maria Fiorini Ramirez 52 Director; Chief Executive Officer, Maria Fiorini Ramirez, Inc., New 2000
York, New York, a global economic consulting firm since 1992.
</TABLE>
3
<PAGE>
Directors Whose Terms Expire in 2002
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since(2)
-------------------------- --------- ----------------------------------------------------------- -----------
<S> <C> <C> <C>
Willard N. Archie 56 Director; certified public accountant and Chief Executive Officer and 1994
Managing Partner of Mitchell & Titus, LLP, New York, New York,
an accounting and management consulting firm. Director of Security
Equity Life Insurance and Security Mutual Life Insurance.
Donald H. Elliott 67 Director; Partner with the law firm of Hollyer Brady Smith Troxell 1973
Rockett Hines & Mone LLP, New York, New York, since 1998, and
Of Counsel from September 1995 to 1998; previously, partner with
Mudge Rose Guthrie Alexander & Ferdon LLP. Director of KeySpan
Energy Corporation and Brooklyn Union.
Donald M. Karp 63 Vice Chairman of the Board; previously, Chairman and Chief 1999
Executive Officer of Broad National Bancorporation, Newark, New
Jersey, from 1991 to 1999 prior to its merger with the Company in
July 1999.
Janine Luke 61 Director; Director of Windrove Service Corporation, New York, New 1976
York, an investment advisory firm since 1996; previously, President
of Breecom Corp., an investment advisory firm.
Malcolm MacKay 59 Director; Managing Director of Russell Reynolds Associates, Inc., 1977
New York, New York, an executive placement firm. Director of
Empire Fidelity Life and Annuity Corporation, a subsidiary of
Fidelity Investment Co.
</TABLE>
--------------------
(1) As of June 9, 2000.
(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
February 24, 2000. 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, 2000, the Board of Directors of the Company met fifteen 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 2000.
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 2000 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, reviews the Company's system of internal control with
management and such independent auditors, receives periodic reports from the
internal auditors and reviews regulatory examination reports. The Examining
Committee, which is chaired by Mr. Gelfman and is comprised of all directors
except for Messrs. Hamm, Karp, Morgano and Richel and Ms. Ramirez, met three
times during fiscal 2000.
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 and Ms. Ramirez, met twice during fiscal 2000.
The Board of Directors of the Bank meets on a monthly basis and may
have additional special meetings. During the year ended March 31, 2000, the
Board of Directors of the Bank met fifteen 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 2000.
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal
occupations during the last five years for the six 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> <C>
John A. Dorman 61 Executive Vice President-Business Banking since August 1999; previously,
President of Broad National Bancorporation from 1992 to 1999 prior to its
merger with the Company in July 1999.
Terence J. Mitchell 47 Executive Vice President - Consumer 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; joined the Bank in 1974.
John B. Zurell 58 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; joined the Bank in 1972.
Thomas J. Brady 64 Senior Vice President and Treasurer of the Bank since 1993; has served in
various capacities since joining the Bank in 1970.
John K. Schnock 56 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.
Frank S. Muzio 47 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 9, 2000.
5
<PAGE>
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 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 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 fiscal year ended March 31, 2000, 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 9, 2000(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) 8.6%
Private Capital Management, Inc.
3003 Tamiami Trail North
Naples, Florida 34103(3) 4,105,527 6.2%
Directors:
Willard N. Archie 117,140(4)(5)(6) *
Robert B. Catell 120,498(5)(7) *
Rohit M. Desai 116,498(5)(7) *
Chaim Y. Edelstein 118,217(5)(8) *
Donald H. Elliott 116,320(4)(5)(7) *
Robert W. Gelfman 118,786(5)(9) *
Charles J. Hamm 868,593(10)(11)(12)(13) 1.3%
Scott M. Hand 48,405(7) *
Donald M. Karp 831,014(14) 1.2%
Donald E. Kolowsky 142,117(4)(5)(7) *
Janine Luke 116,998(5)(7) *
Malcolm MacKay 115,517(5)(7) *
Joseph S. Morgano 443,202(10)(11)(12)(13) *
Maria Fiorini Ramirez -- *
Wesley D. Ratcliff 116,473(4)(5)(7) *
Victor M. Richel 30,325(10) *
Other Senior Executive Officers:
Thomas J. Brady 125,380(10)(12)(15)(17) *
John A. Dorman 199,181(12)(16) *
Terence J. Mitchell 196,004(10)(12)(13)(17) *
Frank S. Muzio 15,328(10)(12)(17)(18) *
John K. Schnock 109,782(10)(12)(13)(17) *
John B. Zurell 218,988(10)(12)(13)(17) *
All directors and executive officers as a group (22
persons) 4,284,766(19) 6.4%
</TABLE>
(Footnotes on the following page)
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 or entities. Under regulations
promulgated pursuant to the Exchange Act, shares of Common Stock are
deemed to be beneficially owned by a person if he, she or it 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"). RSGroup Trust
Company is the trustee ("Trustee") of the Trust. As of the Voting
Record Date, 563,287 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 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) This information is based on a Schedule 13F filed with the SEC for the
quarter ended March 31, 2000.
(4) Includes with respect to Messrs. Archie, Elliott, Kolowsky and
Ratcliff, 1,277, 11,103, 1,619 and 73 shares, respectively,
representing deferred directors' fees held by the Independence
Community Bank Corp. Deferred Compensation Plan (the "Deferred
Compensation 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 Mrs. Luke, 61,449
shares allocated to each individual in the 1998 Recognition and
Retention Plan and Trust Agreement ("Recognition Plan") but which have
not vested. Messrs. Archie, Catell, Desai, Gelfman, Kolowsky and
Ratcliff and Mrs. Luke deferred receipt of 8,146, 15,644, 15,644,
15,644, 15,644, 10,183 and 15,644 shares, respectively, previously
allocated to them pursuant to the Recognition Plan and each of them
disclaims beneficial ownership of such shares except to the extent of
their personal pecuniary interests therein. Such deferred shares, which
are included in the amounts set forth in the table, are held in the
Deferred Compensation Plan.
(6) Includes 500 shares owned jointly by Mr. Archie with his spouse and
38,405 shares subject to stock options which are currently or will
first become exercisable within 60 days of June 9, 2000.
(7) Includes 38,405 shares subject to stock options which are currently or
will first become exercisable within 60 days of June 9, 2000.
(8) Includes 1,000 shares owned by Mr. Edelstein's minor child and 38,405
shares subject to stock options which are currently or will first
become exercisable within 60 days of June 9, 2000. Mr. Edelstein
disclaims beneficial ownership with respect to the 1,000 shares owned
by his minor child.
(9) Includes 288 shares owned by Mr. Gelfman's spouse and 38,405 shares
subject to stock options which are currently or will first become
exercisable within 60 days of June 9, 2000. Mr. Gelfman disclaims
beneficial ownership with respect to the 288 shares owned by his
spouse.
(Footnotes continue on the following page)
8
<PAGE>
(10) Includes with respect to Messrs. Hamm, Morgano, Richel, Brady,
Mitchell, Muzio, Schnock and Zurell 17,030, 15,135, 9,625, 12,600
4,100, 421, 4,057 and 2,669 shares, respectively, held in the
Independence Community Bank 401(k) Savings Plan in RSI Retirement Trust
(the "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 17 hereto.
(11) Includes 450,630 and 225,315 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. Messrs. Hamm and Morgano deferred receipt of
114,718 and 57,359 shares, respectively, previously allocated to each
of them pursuant to the Recognition Plan and each of them disclaims
beneficial ownership of such shares except to the extent of their
personal pecuniary interests therein. Such deferred shares as held in
the Deferred Compensation Plan.
(12) Includes with respect to Messrs. Hamm, Morgano, Brady, Dorman,
Mitchell, Muzio, Schnock and Zurell,4,572, 4,572, 4,046, 723, 4,591,
1,236, 4009 and 4,572 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.
(13) Includes with respect to Messrs. Hamm, Morgano, Brady, Mitchell,
Schnock and Zurell, 281,643, 140,821, 35,205, 70,410, 35,205 and 70,410
shares, respectively, subject to stock options which are currently or
will first become exercisable within 60 days of June 9, 2000.
(14) Includes 316,447 shares held in various trusts of which Mr. Karp's
spouse is the trustee, 38,988 shares owned by Mr. Karp's spouse, 67
shares owned by a company of which Mr. Karp is a director, 23,113
shares subject to stock options which are currently or will first
become exercisable within 60 days of June 9, 2000 and 71,948 shares
held in various trusts of which Mr. Karp is the trustee.
(15) Includes 750 shares owned by Mr. Brady's spouse and 760 shares owned
jointly by Mr. Brady with his spouse.
(16) Includes 73,793 shares owned jointly by Mr. Dorman with his spouse,
74,474 shares owned by Mr. Dorman's spouse, 45,337 shares subject to
stock options which are currently or will first become exercisable
within 60 days of June 9, 2000 and 4,104 shares held in the Deferred
Compensation Plan. Mr. Dorman disclaims beneficial ownership with
respect to the 4,104 shares held in the Deferred Compensation Plan
except to the extent of his personal pecuniary interests herein.
(17) Includes with respect to Messrs. Brady, Mitchell, Muzio, Schnock and
Zurell, 56,328, 112,658, 8,000, 56,328 and 112,658 shares,
respectively, held in the Recognition Plan which have been allocated to
such persons but which have not yet vested. Messrs. Brady, Schnock and
Zurell deferred receipt of 14,341, 10,183 and 28,679 shares,
respectively, previously allocated to each of them pursuant to the
Recognition Plan and each of them disclaims beneficial ownership of
such shares except to the extent of their personal pecuniary interests
therein.
(18) Includes 1,171 shares owned jointly by Mr. Muzio with his spouse and
4,000 shares subject to stock options which are currently or will first
become exercisable within 60 days of June 9, 2000.
(19) Includes 1,636,407 shares held by the Recognition Plan, which may be
voted by directors and executive officers pending vesting and
distribution, 28,321 shares allocated to executive officers, pursuant
to the ESOP and 1,124,599 shares which may be acquired by directors and
executive officers upon the exercise of stock options which are
currently or will first become exercisable within 60 days of June 9,
2000.
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, 2000, 1999 and 1998 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.
<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(2) Compensation(3) Stock(4) Options(5) Payouts(6) Compensation
------------------ --------- -------- --------------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles J. Hamm 2000 $545,008 $171,133 - - $ - - - - $ - - $23,630(7)
Chairman, President and 1999 545,012 114,450 - - 7,498,758 1,408,218 - - 39,155(8)
Chief Executive Officer 1998 517,316 103,000 - - - - - - 435,210 3,000(9)
Joseph S. Morgano 2000 $262,990 $ 82,579 - - $ - - - - $ - - $23,630(7)
Executive Vice President- 1999 262,990 54,570 - - 3,749,386 704,109 - - 39,155(8)
Commercial Real Estate 1998 250,999 50,000 - - - - - - 128,838 3,000(9)
Lending Division
Terence J. Mitchell 2000 $200,000 $ 62,800 - - $ - - - - $ - - $23,681(7)
Executive Vice President- 1999 190,000 39,425 - - 1,874,693 352,054 - - 39,374(8)
Consumer Banking 1998 166,923 33,000 - - - - - - 69,727 3,257(9)
John B. Zurell 2000 $219,000 $ 68,766 - - $ - - - - $ - - $23,630(7)
Executive Vice 1999 209,000 43,370 - - 1,874,693 352,054 - - 39,155(8)
President and Chief 1998 195,154 29,100 - - - - - - 100,967 3,000(9)
Financial Officer
Frank S. Muzio 2000 $152,000 $ 47,728 - - $ - - - - - - $13,947(7)
Senior Vice President 1999 142,211 29,000 - - 133,125 20,000 - - - -
and Controller 1998 - - - - - - - - - - - - - -
========================== ===== ========== =========== ================ ============ ================ ============= =============
</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) Includes $41,421, $19,987, $15,200, $16,644 and $11,552 with respect to
Messrs. Hamm, Morgano, Mitchell, Zurell and Muzio, respectively, which
represents a portion of the bonuses earned by such named executive
officers in fiscal 2000 but which will be paid in future periods.
(3) 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 fiscal year ended March 31, 2000 did
not exceed the lesser of $50,000 or 10% of the total of annual salary
and bonus reported for the individual.
(Footnotes continue on the following page)
10
<PAGE>
(4) Represents the grant in September 1998 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, 2000 of
$6,266,568, $3,133,290, $1,566,645, $1,566,645 and $111,250 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.
(5) Consists of stock options awarded in September 1998 pursuant to the
Company's 1998 Stock Option Plan (the "Option Plan"). The options vest
20% per year from the date of grant.
(6) 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.
(7) Consists of $23,630, $23,630, $23,681, $23,630 and $13,947 allocated on
behalf of Messrs. Hamm, Morgano, Mitchell, Zurell and Muzio,
respectively, pursuant to the ESOP (such allocation includes ESOP
dividend share allocations of $8,791, $8,791, $8,842 and $8,791 for
Messrs. Hamm, Morgano, Mitchell and Zurell, respectively) and
contributions of $3,000 to the 401(k) Plan for each of Messrs. Hamm,
Morgano, Mitchell and Zurell and $1,500 for Muzio.
(8) Consists of $39,155, $39,155, $39,155 and $39,155 allocated on behalf
of Messrs. Hamm, Morgano, Mitchell and Zurell, respectively, pursuant
to the ESOP, and a contribution of $219 to the 401(k) Plan for Mr.
Mitchell.
(9) Consists of contributions to the 401(k) Plan.
Stock Options
The following table sets forth certain information concerning grants of
stock options awarded to Mr. Muzio during the fiscal year ended March 31, 2000.
No other named executive officer was granted stock options during fiscal 2000.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
% of Total Options
Options Granted to Employees (2) Exercise Expiration Date Fair Value of
Name Granted (1) Price (3) Options (4)
<S> <C> <C> <C> <C> <C>
Frank S. Muzio 5,000 4.13% $11.25 3/24/10 $19,987
===================== ============== =========================== ================ ================== ===================
</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 2000.
(3) 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 6.55%, the expected life of the options to be six years,
the expected volatility to be 34.66% and the dividend yield to be 2.49%
per share.
11
<PAGE>
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the fiscal year ended
March 31, 2000 and options held at March 31, 2000. Except for Mr. Muzio, no
options were granted to the named executive officers during fiscal year 2000.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
-----------------------------------------------------------------------------------------------------------------------------
Number of Value of
Shares Unexercised Unexercised
Acquired on Value Options at Year End Options at
Name Exercise Realized Year End(1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Charles J. Hamm -- -- 281,644 1,126,574 $ -- $ --
Joseph S. Mogano -- -- 140,822 563,287 -- --
Terence J. Mitchell -- -- 70,411 281,643 -- --
John B. Zurell -- -- 70,411 281,643 -- --
Frank S. Muzio -- -- 4,000 21,000 -- --
========================= ================= =============== ================= ================ ============ =============
</TABLE>
--------------------
(1) Based on a per share market price of $11.125 at March 31, 2000. Except
for the 5,000 options granted to Mr. Muzio during fiscal 2000, the
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, Schnock and Dorman (the "Executives") in November 1998, except with
respect to Mr. Dorman which was entered into in July 1999 in connection with the
acquisition of Broad National Bancorporation. 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 (other than Mr. Dorman's) 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
12
<PAGE>
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 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. The
severance plan uses the same definition of change in control as the Change in
Control Agreements.
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, directors of the Company at the time
of the adoption of the Option Plan participated in the Option Plan and the
Recognition Plan. Stock option grants and restricted stock awards were issued to
directors in September 1998 subsequent to stockholder approval of the Option
Plan and the Recognition Plan.
Benefits
Retirement Plan. The Bank 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.
13
<PAGE>
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")
(discussed below) maintained by the Bank.
<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
900,000 ..... 270,000 360,000 450,000 540,000 540,000
</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,
1999, 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,
1999, the maximum annual benefit payable under the Retirement Plan
cannot exceed $135,000 (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 the end of the 2000
fiscal year for each of the named executive officers.
Years of Credited Average Annual
Service Earnings
----------------- --------------
Charles J. Hamm................... 15 years $752,357
Joseph S. Morgano................ 27 years 329,795
Terence J. Mitchell............... 25 years 225,233
John B. Zurell.................... 27 years 269,207
Frank S. Muzio..................... 1 year 184,844
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 2000, 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 twice during fiscal 2000. 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 fiscal year
ended March 31, 2000 is set forth below. The standing Compensation Committee
consists of Messrs. Archie, Desai, Edelstein, Elliott, Hamm, Hand, Ratcliff and
Richel and Mrs. Luke. Five other Directors (Messrs. Catell, Gelfman, Karp,
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 fiscal year ended March 31, 2000. The following
discussion addresses compensation information relating to the President and
Chief Executive Officer and the other executive officers of the Company for
fiscal 2000 and sets forth the report of the Compensation Committee (the
"Committee") of the Board of Directors of the Company.
Compensation Philosophy. The Committee of the Board of Directors of the
Company is responsible for administering the executive compensation program of
the Company, annually reviewing and evaluating the base salary and incentive
compensation for all executive officers, including the President and Chief
Executive Officer, and recommending to the Board, which has final
responsibility, the appropriate level of compensation for the Company's
executive officers.
In conducting its review, the Committee places primary consideration on
the recommendations of the President and Chief Executive Officer with respect to
the compensation of executive officers other than himself. 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, level of responsibility and compensation
practices at comparable financial institutions in establishing appropriate
executive compensation levels.
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 and all other officers with the interests 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 operating in the New York metropolitan area.
The compensation structure is designed to support the achievement of the
Company's performance and the primary strategic objective of enhancing
stockholder value over time and to ensure that executive officers interests are
aligned with those of the Company's stockholders.
The total compensation package of the Company's executive officers is based
on the following principles:
1. Link to Stock Value - Equity-based plans such as the Recognition Plan and
Option Plan should comprise a significant portion of total compensation so as to
link executive compensation to long-term Company performance and stockholder
interests.
15
<PAGE>
2. Long-Term Orientation- Compensation for executive officers should be based on
long-term interests of the Company's stockholders with reduced emphasis on base
salary. Awards made pursuant to the Recognition Plan and Option Plan will
generally vest at the rate of 20% per year on each annual anniversary of the
date of the grant over five-year period. As discussed, below, the Company's
annual incentive compensation plan also includes a component of long-term
compensation.
3. 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. The Company's annual incentive compensation
program is designed to provide additional annual compensation over base salary
based on improvement during the fiscal year in Economic Value Added ("EVA") (EVA
is a registered trademark of Stern Stewart & Co. ("Stern Stewart")), an
operating performance measure closely linked to changes in stockholder value.
All officers of the Company are eligible to participate in the EVA incentive
compensation program, which was developed with the assistance of Stern Stewart,
a nationally recognized consulting firm.
EVA-related compensation is based on achievement of performance targets
approved by the Committee and the Board of Directors. In general EVA is a
measure of the Company's economic earnings after taxes less a charge for the
cost of capital. The capital charge was determined in consultation with Stern
Stewart and is intended to represent the return expected by the Company's
stockholders and to take into account the risk and cost of providing the
capital.
For fiscal year 2000, achievement of the EVA target established by the
Committee and the Board would have resulted in an incentive compensation payment
of 20% of base salary to executive officers. As EVA targets for fiscal year 2000
were exceeded, EVA awards to executive officers were 31.4% of base salary. Of
such amount, approximately 75% was distributed with the remaining 25% being held
in an incentive reserve account. The EVA plan provides that two-thirds of EVA
incentive compensation which is derived from performance in excess of target
shall be held in an incentive reserve bank which is paid out in future years and
is based on future EVA improvement.
The Committee is of the view that EVA improvement is a measure of
performance closely linked to the increase of shareholder value over time. A
significant portion of management's compensation (both annual and long-term
compensation) is thus closely aligned with stockholder interests.
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 1999. 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 2000 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 2000. The base salary for Mr. Hamm was not changed for the fiscal year
beginning on April 1, 2000.
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 M. Karp Janine Luke
Donald E. Kolowsky Wesley D. Ratcliff
Malcolm MacKay Victor M. Richel
16
<PAGE>
Performance Graph
Pursuant to the rules and regulations of the SEC, the graph below
compares the performance of the Common Stock with that of the Nasdaq Composite
Index (U.S. Companies) and the SNL All Thrift Index (the "SNL Index") from March
17, 1998, the date the Common Stock began trading on the Nasdaq Stock Market,
through March 31, 2000. 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 Common Stock
at its closing price on March 17, 1998. The cummulative returns include the
payment of dividends by the Company.
[GRAPHIC - PLOTTED POINTS LISTED BELOW]
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------
03/17/98 09/30/98 03/31/99 09/30/99 03/31/00
Index
-------------------------------------------------------------------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Independence Community Bank Corp. 100.00 81.52 74.95 69.96 65.86
NASDAQ - Total US 100.00 95.84 139.65 156.48 259.27
SNL All Thrift Index 100.00 76.25 83.48 72.63 66.18
</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, 2000.
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 fiscal year ending March 31, 2001, 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, 2001.
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 2001, 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 23, 2001.
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. Proposals to be presented at the 2000 Annual Meeting had to be
submitted to the Company by February 24,
18
<PAGE>
2000. 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.
ANNUAL REPORTS
A copy of the Company's Summary Annual Report to Stockholders and a
copy of the Company's Annual Report to Stockholders on Form 10-K for the fiscal
year ended March 31, 2000 accompanies this Proxy Statement. Such annual reports
are 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, 2000 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, 2000
19
<PAGE>
REVOCABLE PROXY
2000 ANNUAL MEETING OF STOCKHOLDERS
INDEPENDENCE COMMUNITY BANK CORP.
195 Montague Street
Brooklyn, New York 11201
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, being a stockholder of Independence Community Bank Corp.
(the "Company") as of June 9, 2000, hereby authorizes Charles J. Hamm and
Terence J. Mitchell, or any of their successors, as proxies, with full powers of
substitution, to represent the undersigned at the Annual Meeting of Stockholders
to be held at the Brooklyn Botanic Garden, 1000 Washington Avenue, Brooklyn, New
York, on Friday, July 28, 2000 at 9:00 a.m., Eastern Time, and at any
adjournment of said meeting, and thereat to act with respeci to all votes that
the undersigned would be entitled to cast, if then personally present, as set
forth on the reverse hereof.
(Continued, and to be marked, dated and signed, on the other side)
FOLD AND DETACH HERE
INDEPENDENCE COMMUNITY BANK CORP. - ANNUAL MEETING, JULY 28, 2000
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll free 1-800-213-6370 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
--
2. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
PLEASE VOTE
<PAGE>
The Board of Directors recommends a vote "FOR" The Board's nominees and Proposal
2.
Item 1. Election of Directors
(01) Chaim Y. Edelstein
(02) Donald E. Kolowsky
(03) Joseph S. Morgano
(04) Wesley D. Ratcliff
(05) Victor M. Richel
With- For All
For [_] hold [_] Except [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
Please be sure to sign and date
this Proxy in the box below
------------------------------------
Date
------------------------------------
Shareholder sign above
------------------------------------
Co-holder (if any) sign above
-------------------------------------------------------------------------------
Please Mark Your [X]
votes as indicated
in this example
Item 2. Proposal to Ratify the Appointment of Ernst & Young LLP as the
Company's Independent Auditors for the Year Ending March 31,2001.
For [_] Against [_] Abstain [_]
This proxy is solicited on behalf of the Board of Directors of the company
for use at the Annual Meeting of Stockholders to be held on July 28, 2000 and
at any adjournment thereof.
Shares of the Company's common stock will be voted as specified. If returned,
but not otherwise specified, this proxy shall be voted for the election of the
Board of directors' nominees to the Board of Directors, FOR ratification of the
company's independent auditors, and otherwise at the discretion of the Proxies,
you may revoke this proxy at any time prior to the time it is voted at the
Annual Meeting. In their discretion, the proxies are authorized to vote on such
other business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of Notice of the Annual Meeting and
the accompanying Proxy Statement and other materials prior to signing this
Proxy.
Please check this box if you plan to attend the Annual Meeting [_]
Please sign exactly as your name appears on the stock certificate(s). If signing
as attorney, executor, administrator, trustee or guardian, give full title as
such. A corporation should sign by an authorized officer and affix its seal. A
partnership should sign in the partnership name by an authorized person. When
shares are held jointly, only one holder need sign.
*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE FOLLOW THE INSTRUCTIONS BELOW ***
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
VOTE BY TELEPHONE
QUICK * * * EASY * * * IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card
Please have this card handy when you call. You'll need it in front of you in
order to complete the voting process.
You will be asked to enter the Control Number (look below at right).
--------
OPTION 1 To vote as the Board of Directors recommends on ALL proposals,
-------- press 1. When asked, please confirm by Pressing 1. END OF CALL.
-------- If you choose to vote on each proposal separately. You will hear
OPTION 2 these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL NOMINEE, PRESS 0 and
listen to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by Pressing 1.
OR
Mark, sign and date your proxy card and return it promptly in the enclosed
envelope. If you vote by telephone, DO NOT mail back your proxy.
-- ---
THANK YOU FOR VOTING
Call * * * Toll Free * * * On a Touch Tone Telephone FOR TELEPHONE VOTING
CONTROL NUMBER
--------------------
1-800-213-6370 - 24 hours a day - 7 days a week
--------------------
There is NO CHARGE to you for this call
