As filed with the Securities and Exchange Commission
on April 7, 1999
Registration No. 333-
---------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
STATEWIDE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State of other jurisdiction of incorporation or organization)
22-3397900
(I.R.S. Employer Identification No.)
70 SIP AVENUE
JERSEY CITY, NEW JERSEY 07306
(Address of principal executive offices)
STATEWIDE SAVINGS BANK, S.L.A.
EMPLOYEE RETIREMENT PLAN
(Full title of the plan)
VICTOR M. RICHEL
CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STATEWIDE FINANCIAL CORP.
70 SIP AVENUE
JERSEY CITY, NEW JERSEY 07306
(Name and address of agent for service)
(201) 795-4000
(Telephone number, including area code of agent for service)
-----------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Price Registration
Registered (1) Share (2) (2) Fee (2)
------------ ---------- --------- ------------- -----------
Common Stock,
no par value
per share and 25,000 $20.00 $500,000 $148.00
interests of
participation
in the Plan
(1) Represents shares that are available for investment to be
purchased with employee elective deferrals under the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy
statements and other information concerning the Company filed with the
SEC may be inspected and copies may be obtained (at prescribed rates)
at the SEC's Public Reference Section, Room 1024, 450 Fifth Street,
NW, Washington, DC 20549. The Commission also maintains a Web site
that contains copies of such material. The address of the
Commission's Web site is (http://www.sec.gov).
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) the Annual Report on Form 11-K for the year ended December 31,
1997 for the Statewide Savings Bank Employee Retirement Plan;
(c) the Registrant's Current Reports on Form 8-K dated January 29,
1999, February 25, 1999 and March 25, 1999;
(d) the description of the Registrant's Common Stock, no par value
per share, contained in the Registrant's Registration Statement
on Form 8-A, as filed with the Securities and Exchange Commission
on August 1, 1995, to register the Common Stock under Section
12(g) of the Exchange Act.
In addition, all documents subsequently filed by the Registrant with
the SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange
Act after the effective date of this Registration Statement, but prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from
the respective date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is incorporated or is deemed to be incorporated by
reference herein modified or superseded such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The objective of the following indemnification provision is to assure
that indemnification can be invoked by the Registrant for its
directors, officers, employees and agents and former officers,
directors, employees and agents who incur expenses in proving their
honesty and integrity, provided they meet minimum qualifications
touching upon the concept of wrongdoing.
In accordance with the New Jersey Business Corporation Act (being
Title 14A of the New Jersey Statutes), Article XI of the Registrant's
Certificate of Incorporation provides as follows:
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any
other persons serving at the request of the Corporation as an officer,
director, employee or agent of another corporation, association,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees, judgements, fines and amounts
paid in settlement) incurred in connection with any pending or
threatened action, suit, or proceeding, whether civil, criminal,
administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened
to be made a party, to the full extent permitted by the New Jersey
Business Corporation Act. The indemnification provided herein (i)
shall not be deemed exclusive of any other right to which any person
seeking indemnification may be entitled under any by-law, agreement,
or vote of shareholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in any
other capacity, and (ii) shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation
shall have the power, but shall not be obligated, to purchase and
maintain insurance on behalf of any person or persons, enumerated
above against any liability asserted against or incurred by them or
any of them arising out of their status as corporate directors,
officers, employees, or agents whether or not the Corporation would
have the power to indemnify them against such liability under the
provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any
action, suit or proceeding referred to in this article, upon receipt
of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the
director or officer establishes that the director's or officer's acts
or omissions (i) constitute a breach of the director's or officer's
duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv)
resulted in the director or officer receiving an improper personal
benefit, or (v) were otherwise of such a character that New Jersey law
would require that such amount(s) be repaid.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration
Statement.
Exhibit
Number Description of Exhibit
------ ----------------------
4(b) Statewide Savings Bank, S.L.A. Employee Retirement
Plan, which is comprised of (a) Merrill Lynch
Special Prototype Defined Contribution Plan
Adoption Agreement for 401(k) Plan and Profit-
Sharing Plan; (b) Summary Plan Description of the
Plan and (c) Enrollment Form, including form of
Investment Election to be made available to Plan
Participants with respect to the investment of
their accounts under the Plan.
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
23(a) Consent of KPMG LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5
hereto)
-----------
The Statewide Savings Bank, S.L.A. Employee Retirement Plan has been
submitted to the Internal Revenue Service ("IRS") in a timely manner,
and the Registrant will submit any amendment to the Plan to the IRS
and will make all changes required by the IRS in order to qualify the
Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii)To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(h) insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Jersey City, State of New Jersey on April 5, 1999.
STATEWIDE FINANCIAL CORP.
---------------------------
By: /s/Bernard F. Lenihan
----------------------
BERNARD F. LENIHAN
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/Victor M. Richel Chairman of the Board, April 5, 1999
--------------------- President and Chief
VICTOR M. RICHEL Executive Officer
/s/Bernard F. Lenihan Senior Vice President and April 5, 1999
--------------------- Chief Financial Officer
BERNARD F. LENIHAN (Principal Accounting
Officer)
/s/Maria F. Ramirez Director April 5, 1999
---------------------
MARIA F. RAMIREZ
/s/Walter G. Scott Director April 5, 1999
---------------------
WALTER G. SCOTT
/s/ Thomas J. Sharkey, Sr. Director April 5, 1999
---------------------
THOMAS J. SHARKEY, SR.
/s/ Stephen R. Tilton
Director April 5, 1999
---------------------
STEPHEN R. TILTON
/s/Thomas V. Whelan Director April 5, 1999
---------------------
THOMAS V. WHELAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the
City of Jersey City, State of New Jersey, on April 7, 1999.
STATEWIDE SAVINGS BANK, S.L.A.
EMPLOYEE RETIREMENT PLAN
By: Statewide Savings Bank, S.L.A.
Plan Administrator
By: /s/Bernard F. Lenihan
----------------------------
Name: BERNARD F. LENIHAN
Title: Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX TO REGISTRATION
STATEMENT ON FORM S-8 OF STATEWIDE FINANCIAL CORP.
Exhibit
Number Description of Exhibit
------ ----------------------
4(b) Statewide Savings Bank, S.L.A. Employee Retirement
Plan, which is comprised of (a) Merrill Lynch Special
Prototype Defined Contribution Plan Adoption Agreement
for 401(k) Plan and Profit-Sharing Plan; (b) Summary
Plan Description of the Plan and (c) Enrollment Form,
including form of Investment Election to be made
available to Plan Participants with respect to the
investment of their accounts under the Plan.
5 Opinion of Jamieson, Moore, Peskin & Spicer, P.C.
23(a) Consent of KPMG LLP
23(b) Consent of Jamieson, Moore, Peskin & Spicer, P.C.
(included in the Opinion filed as Exhibit 5(a) hereto)
-------------
EXHIBIT 4(b)
MERRILL LYNCH
---------------
SPECIAL
---------------
PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT
401(k) PLAN
EMPLOYEE THRIFT PLAN
PROFIT-SHARING PLAN
Letter Serial Number: D359287b
National Office Letter Date: 6/29/93
This Prototype Plan and Adoption Agreement are important legal
instruments with legal and tax implications for which the Sponsor,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, does not assume
responsibility. The Employer is urged to consult with its own
attorney with regard to the adoption of this Plan and its suitability
to its circumstances.
Adoption of Plan
The Employer named below hereby establishes or restates a
profit-sharing plan that includes a 401(k), profit-sharing and/or
thrift plan feature (the "Plan") by adopting the Merrill Lynch Special
Prototype Defined Contribution Plan and Trust as modified by the terms
and provisions of this Adoption Agreement.
Employer and Plan Information
Employer Name:* Statewide Savings Bank SLA
Business Address: 70 Sip Avenue
Jersey City, NJ 07306
Telephone Number: (201) 795-7777
Employer Taxpayer ID Number: 22-1401536
Employer Taxable Year ends on: December 31st
Plan Name: Statewide Savings Bank
Employees' Retirement Plan
Plan Number: 002
Profit
401(k) Sharing Thrift
------ ------- ------
Effective Date of Adoption or
Restatement: 01/01/99 01/01/99 -/-/-
Original Effective Date: 01/01/92 01/01/92 -/-/-
If this Plan is a continuation or an amendment of a prior plan, all
optional forms of benefits provided in the prior plan must be provided
under this Plan to any Participant who had an account balance, whether
or not vested, in the prior plan.
__________________________________________________
* If there are any Participating Affiliates in this Plan, list below
the proper name of each Participating Affiliate.
______________
______________
______________
ARTICLE I. DEFINITIONS
A. "Compensation"
(1) With respect to each Participant, except as provided below,
Compensation shall mean the (select all those applicable for each
column):
401(k)
and/or Profit
Thrift Sharing
------ -------
X X (a) amount reported in the "Wages Tips and Other
Compensation" Box on Form W-2 for the
applicable period selected in Item 5 below.
(b) compensation for Code Section 415
safe-harbor purposes (as defined in Section
3.9.1 (H)(i) of basic plan document #03) for
the applicable period selected in Item 5
below.
(c) amount reported pursuant to Code Section
3401(a) for the applicable period selected
in Item 5 below.
(d) all amounts received (under options (a) (b)
or (c) above) for personal services rendered
to the Employer but excluding (select one):
overtime
bonuses
commissions
amounts in excess of $
other (specify).
(2) Treatment of Elective Contributions (select one):
X (a) For purposes of contributions, Compensation shall
include Elective Deferrals and amounts excludable from
the gross income of the Employee under Code Section
125, Code Section 402(e)(3), Code Section 402(h) or
Code Section 403(b) ("elective contributions").
(b) For purposes of contributions, Compensation shall not
include "elective contributions."
(3) CODA Compensation (select one):
X (a) For purposes of the ADP and ACP Tests, Compensation
shall include "elective contributions."
(b) For purposes of the ADP and ACP Tests, Compensation
shall not include "elective contributions."
(4) With respect to Contributions to an Employer Contributions
Account, Compensation shall include all Compensation (select one):
(a) during the Plan Year in which the Participant enters
the Plan.
X (b) after the Participant's Entry Date.
(5) The applicable period for determining Compensation shall be
(select one):
X (a) the Plan Year.
(b) the Limitation Year.
(c) the consecutive 12-month period ending on .
B. "Disability"
(1) Definition
Disability shall mean a condition which results in the Participant's
(select one):
(a) inability to engage in any substantial gainful
activity by reason of any medically determinable
physical or mental impairment that can be expected to
result in death or which has lasted or can be expected
to last for a continuous period of not less than 12
months.
X (b) total and permanent inability to meet the requirements
of the Participant's customary employment which can be
expected to last for a continuous period of not less
than 12 months.
(c) qualification for Social Security disability benefits.
(d) qualification for benefits under the Employer's
long-term disability plan.
(2) Contributions Due to Disability (select one):
X (a) No contributions to an Employer Contributions Account
will be made on behalf of a Participant due to his or
her Disability.
(b) Contributions to an Employer Contributions Account
will be made on behalf of a Participant due to his or
her Disability provided that: the Employer elected
option (a) or (c) above as the definition of
Disability, contributions are not made on behalf of a
Highly Compensated Employee, the contribution is based
on the Compensation each such Participant would have
received for the Limitation Year if the Participant
had been paid at the rate of Compensation paid
immediately before his or her Disability, and
contributions made on behalf of such Participant will
be nonforfeitable when made.
C "Early Retirement" is (select one):
(1) not permitted.
X (2) permitted if a Participant terminates Employment
before Normal Retirement Age and has (select one):
(a) attained age .
X (b) attained age 55 and completed 5 Years
of Service.
(c) attained age and completed Years of
Service as a Participant.
D. "Eligible Employees" (select one):
X (1) All Employees are eligible to participate in the Plan.
(2) The following Employees are not eligible to
participate in the Plan (select all those applicable):
(a) Employees included in a unit of Employees covered by
a collective bargaining agreement between the
Employer or a Participating Affiliate and the
Employee representatives (not including any
organization more than half of whose members are
Employees who are owners, officers, or executives of
the Employer or Participating Affiliate) in the
negotiation of which retirement benefits were the
subject of good faith bargaining, unless the
bargaining agreement provides for participation in
the Plan.
(b) non-resident aliens who received no earned income
from the Employer or a Participating Affiliate which
constitutes income from sources within the United
States.
(c) Employees of an Affiliate.
(d) Employees employed in or by the following specified
division, plant, location, job category or other
identifiable individual or group of Employees: .
E. "Entry Date" Entry Date shall mean (select as applicable):
401(k)
and/or Profit
Thrift Sharing
------ -------
(1) If the initial Plan Year is less than
twelve months, the day of and
thereafter:
(2) the first day of the Plan Year following
the date the Employee meets the eligibility
requirements. If the Employer elects this
option (2) establishing only one Entry
Date, the eligibility "age and service"
requirements elected in Article II must be
no more than age 20-1/2 and 6 months of
service.
(3) the first day of the month following the
date the Employee meets the eligibility
requirements.
(4) the first day of the Plan Year and the
first day of the seventh month of the Plan
Year following the date the Employee meets
the eligibility requirements.
X X (5) the first day of the Plan Year, the first
day of the fourth month of the Plan Year,
the first day of the seventh month of the
Plan Year, and the first day of the tenth
month of the Plan Year following the date
the Employee meets the eligibility
requirements.
(6) other: .
provided that the Entry Date or Dates
selected are no later than any of the
options above.
F. "Hours of Service"
Hours of Service for the purpose of determining a Participant's Period
of Severance and Year of Service shall be determined on the basis of
the method specified below:
(1) Eligibility Service: For purposes of determining whether a
Participant has satisfied the eligibility requirements, the following
method shall be used (select one):
401(k)
and/or Profit
Thrift Sharing
------ -------
X X (a) elapsed time method
(b) hourly records method
(2) Vesting Service: A Participant's nonforfeitable interest shall
be determined on the basis of the method specified below (select one):
X (a) elapsed time method
(b) hourly records method
(c) If this item (c) is checked, the Plan only provides
for contributions that are always 100% vested and this
item (2) will not apply.
(3) Hourly Records: For the purpose of determining Hours of Service
under the hourly record method (select one):
(a) only actual hours for which an Employee is paid or
entitled to payment shall be counted.
(b) an Employee shall be credited with 45 Hours of Service
if such Employee would be credited with at least 1
Hour of Service during the week.
G. "Integration Level"
X (1) This Plan is not integrated with Social Security.
(2) This Plan is integrated with Social Security. The
Integration Level shall be (select one):
(a) the Taxable Wage Base.
(b) $ (a dollar amount less than the Taxable Wage
Base).
(c) % of the Taxable Wage Base (not to exceed 100%).
(d) the greater of $10,000 or 20% of the Taxable Wage
Base.
H. "Limitation Compensation"
For purposes of Code Section 415, Limitation Compensation shall be
compensation as determined for purposes of (select one):
(1) Code Section 415 Safe-Harbor as defined in Section
3.9.1(H)(i) of basic plan document #03.
X (2) the "Wages, Tips and Other Compensation" Box on Form
W-2.
(3) Code Section 3401(a) Federal Income Tax Withholding.
I. "Limitation Year"
For purposes of Code Section 415, the Limitation Year shall be (select
one):
X (1) the Plan Year.
(2) the twelve consecutive month period ending on the
day of the month of .
J. "Net Profits" are (select one):
X (1) not necessary for any contribution. This Plan is not
integrated with Social Security.
(2) necessary for (select all those applicable):
(a) Profit-Sharing Contributions.
(b) Matching 401(k) Contributions.
(c) Matching Thrift Contributions.
K. "Normal Retirement Age"
Normal Retirement Age shall be (select one):
X (1) attainment of age 65 (not more than 65) by the
Participant.
(2) attainment of age (not more than 65) by the
Participant or the anniversary (not more than
the 5th) of the first day of the Plan Year in which
the Eligible Employee became a Participant, whichever
is later.
(3) attainment of age (not more than 65) by the
Participant or the . anniversary (not more than
the 5th) of the first day on which the Eligible
Employee performed an Hour of Service, whichever is
later.
L. "Participant Directed Assets" are:
401(k)
and/or Profit
Thrift Sharing
------ -------
X X (1) permitted.
(2) not permitted.
M. "Plan Year"
The Plan Year shall end on the 31st day of December.
N. "Predecessor Service"
Predecessor service will be credited (select one):
X (1) only as required by the Plan.
(2) to include, in addition to the Plan requirements and
subject to the limitations set forth below, service with
the following predecessor employer(s) determined as if
such predecessors were the Employer: .
Service with such predecessor employer applies [select either or both
(a) and/or (b); (c) is only available in addition to (a) and/or (b)]:
(a) for purposes of eligibility to participate;
(b) for purposes of vesting;
(c) except for the following service:
O. "Valuation Date"
Valuation Date shall mean (select one for each column, as applicable):
401(k)
and/or Profit
Thrift Sharing
------ -------
(1) the last business day of each month.
(2) the last business day of each quarter
within the Plan Year.
(3) the last business day of each semi-annual
period within the Plan Year.
(4) the last business day of the Plan Year.
X X (5) other: daily basis.
ARTICLE II. Participation
Participation Requirements
An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):
401(k)
and/or Profit
Thrift Sharing
------ -------
(1) Performance of one Hour of Service.
(2) Attainment of age (maximum 20 1/2)
and completion of (not more than 1/2)
Years of Service. If this item is
selected, no Hours of Service shall be
counted.
X X (3) Attainment of age (maximum 21) and
completion of 1 Year(s) of
Service. If more than one Year of
Service is selected, the immediate 100%
vesting schedule must be selected in
Article VII of this Adoption Agreement.
(4) Attainment of age (maximum 21) and
completion of Year(s) of Service. If
more than one Year of Service is
selected, the immediate 100% vesting
schedule must be selected in Article VII
of this Adoption Agreement.
X X (5) Each Employee who is an Eligible Employee
on 09/01/95 will be deemed to have
satisfied the participation requirements
on the effective date without regard to
such Eligible Employee's actual age
and/or service.
ARTICLE III. 401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. Elective Deferrals
If selected below, a Participant's Elective Deferrals will be (select
all applicable):
X (1) a dollar amount or a percentage of Compensation, as
specified by the Participant on his or her 401(k)
Election form, which may not exceed 15 % of his
or her Compensation.
(2) with respect to bonuses, such dollar amount or
percentage as specified by the Participant on his or
her 401(k) Election form with respect to such bonus.
B. Matching 401(k) Contributions
If selected below, the Employer may make Matching 401(k) Contributions
for each Plan Year (select one):
(1) Discretionary Formula:
Discretionary Matching 401(k) Contribution equal to such a
dollar amount or percentage of Elective Deferrals, as
determined by the Employer, which shall be allocated
(select one):
(a) based on the ratio of each Participant's Elective
Deferral for the Plan Year to the total Elective
Deferrals of all Participants for the Plan Year.
If inserted, Matching 40l(k) Contributions shall be
subject to a maximum amount of $ for each
Participant or % of each Participant's
Compensation.
(b) in an amount not to exceed % of each
Participant's first % of Compensation
contributed as Elective Deferrals for the Plan
Year. If any Matching 401(k) Contribution remains,
it is allocated to each such Participant in an
amount not to exceed % of the next % of
each Participant's Compensation contributed as
Elective Deferrals for the Plan Year.
Any remaining Matching 401(k) Contribution shall be allocated to each
such Participant in the ratio that such Participant's Elective
Deferral for the Plan Year bears to the total Elective Deferrals of
all such Participants for the Plan Year. If inserted, Matching 40l(k)
Contributions shall be subject to a maximum amount of $ for each
Participant or % of each Participant's Compensation.
X (2) Nondiscretionary Formula:
A nondiscretionary Matching 401(k) Contribution for each
Plan Year equal to (select one):
(a) % of each Participant's Compensation contributed
as Elective Deferrals. If inserted, Matching
40l(k) Contributions shall be subject to a maximum
amount of $ for each Participant or % of
each Participant's Compensation.
X (b) 50% of the first 6 % of the Participant's
Compensation contributed as Elective Deferrals and
% of the next % of the Participant's
Compensation contributed as Elective Deferrals. If
inserted, Matching 40l(k) Contributions shall be
subject to a maximum amount of $ for each
Participant or % of each Participant's
Compensation.
C. Participants Eligible for Matching 401(k) Contribution Allocation
The following Participants shall be eligible for an allocation to
their Matching 401(k) Contributions Account (select all those
applicable):
X (1) Any Participant who makes Elective Deferrals.
(2) Any Participant who satisfies those requirements
elected by the Employer for an allocation to his or
her Employer Contributions Account as provided in
Article IV Section C.
(3) Solely with respect to a Plan in which Matching 401(k)
Contributions are made quarterly (or on any other
regular interval that is more frequent than annually)
any Participant whose 401(k) Election is in effect
throughout such entire quarter (or other interval).
(quarterly, monthly or semi-annual)
D. Qualified Matching Contributions
If selected below, the Employer may make Qualified Matching
Contributions for each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified
Matching Contributions on behalf of (select one):
(a) all Participants who make Elective Deferrals in
that Plan Year.
X (b) only those Participants who are Nonhighly
Compensated Employees and who make Elective
Deferrals for that Plan Year.
(2) Qualified Matching Contributions will be contributed and
allocated to each Participant in an amount equal to
(select one):
(a) % of the Participant's Compensation contributed
as Elective Deferrals. If inserted, Qualified
Matching Contributions shall not exceed % of
the Participant's Compensation.
X (b) Such an amount, determined by the Employer, which
is needed to meet the ACP Test.
(3) In its discretion, the Employer may elect to designate all
or any part of Matching 401(k) Contributions as Qualified
Matching Contributions that are taken into account as
Elective Deferrals -- included in the ADP Test and
excluded from the ACP Test -- on behalf of (select one):
(a) all Participants who make Elective Deferrals for
that Plan Year.
X (b) Only Participants who are Nonhighly Compensated
Employees who make Elective Deferrals for that Plan
Year.
E. Qualified Nonelective Contributions
If selected below, the Employer may make Qualified Nonelective
Contributions for each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified
Nonelective Contributions on behalf of (select one):
(a) all Eligible Participants.
X (b) only Eligible Participants who are Nonhighly
Compensated Employees.
(2) Qualified Nonelective Contributions will be contributed
and allocated to each Eligible Participant in an amount
equal to (select one):
(a) % (no more than 15%) of the Compensation of each
Eligible Participant eligible to share in the
allocation.
X (b) Such an amount determined by the Employer, which is
needed to meet either the ADP Test or ACP Test.
(3) At the discretion of the Employer, as needed and taken
into account as Elective Deferrals included in the ADP
Test on behalf of (select one):
(a) all Eligible Participants.
X (b) only Eligible Participants who are Nonhighly
Compensated Employees.
F. Elective Deferrals used in ACP Test (select one):
X (1) At the discretion of the Employer, Elective Deferrals
may be used to satisfy the ACP Test.
(2) Elective Deferrals may not be used to satisfy the ACP
Test.
G. Making and Modifying a 401(k) Election
An Eligible Employee shall be entitled to increase, decrease or resume
his or her Elective Deferral percentage with the following frequency
during the Plan Year (select one):
(1) annually.
(2) semi-annually.
X (3) quarterly.
(4) monthly
(5) other (specify): .
Any such increase, decrease or resumption shall be effective as of the
first payroll period coincident with or next following the first day
of each period set forth above. A Participant may completely
discontinue making Elective Deferrals at any time effective for the
payroll period after written notice is provided to the Administrator.
ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. Profit-Sharing Contributions
If selected below, the following contributions for each Plan Year will
be made:
Contributions to Employer Contributions Accounts (select one):
X (a) Such an amount, if any, as determined by the Employer.
(b) % of each Participant's Compensation.
B. Allocation of Contributions to Employer Contributions Accounts
(select one):
X (1) Non-Integrated Allocation
The Employer Contributions Account of each Participant
eligible to share in the allocation for a Plan Year
shall be credited with a portion of the contribution,
plus any forfeitures if forfeitures are reallocated to
Participants, equal to the ratio that the Participant's
Compensation for the Plan Year bears to the Compensation
for that Plan Year of all Participants entitled to share
in the contribution.
(2) Integrated Allocation
Contributions to Employer Contributions Accounts with
respect to a Plan Year, plus any forfeitures if
forfeitures are reallocated to Participants, shall be
allocated to the Employer Contributions Account of each
eligible Participant as follows:
(a) First, in the ratio that each such eligible
Participant's Compensation for the Plan Year bears
to the Compensation for that Plan Year of all
eligible Participants but not in excess of 3% of
each Participant's Compensation.
(b) Second, any remaining contributions and forfeitures
will be allocated in the ratio that each eligible
Participant's Compensation for the Plan Year in
excess of the Integration Level bears to all such
Participants' excess Compensation for the Plan Year
but not in excess of 3%.
(c) Third, any remaining contributions and forfeitures
will be allocated in the ratio that the sum of each
Participant's Compensation and Compensation in
excess of the Integration Level bears to the sum of
all Participants' Compensation and Compensation in
excess of the Integration Level, but not in excess
of the Maximum Profit-Sharing Disparity Rate
(defined below).
(d) Fourth, any remaining contributions or forfeitures
will be allocated in the ratio that each
Participant's Compensation for that year bears to
all Participants' Compensation for that year.
The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:
(a) 2.7% or
(b) The applicable percentage determined in accordance with the
following table:
If the Integration Level is
(as a % of the Taxable Wage
Base ("TWB")). The applicable percentage is:
20% (or $10,000 if greater)
or less of the TWB 2.7%
More than 20% (but not less
than $10,001) but not more
than 80% of the TWB 1.3%
More than 80% but not less
than 100% of the TWB 2.4%
100% of the TWB 2.7%
C. Participants Eligible for Employer Contribution Allocation
The following Participants shall be eligible for an allocation to
their Employer Contributions Account (select all those applicable):
(1) Any Participant who was employed during the Plan Year.
(2) In the case of a Plan using the hourly record method
for determining Vesting Service, any Participant who
was credited with a Year of Service during the Plan
Year.
(3) Any Participant who was employed on the last day of
the Plan Year.
(4) Any Participant who was on a leave of absence on the
last day of the Plan Year.
X (5) Any Participant who during the Plan Year died or
became Disabled while an Employee or terminated
employment after attaining Normal Retirement Age.
(6) Any Participant who was credited with at least 501
Hours of Service whether or not employed on the last
day of the Plan Year.
X (7) Any Participant who was credited with at least 1,000
Hours of Service and was employed on the last day of
the Plan Year.
ARTICLE V. THRIFT CONTRIBUTIONS
A. Employee Thrift Contributions
If selected below, Employee Thrift Contributions, which are required
for Matching Thrift Contributions, may be made by a Participant in an
amount equal to (select one):
(1) A dollar amount or a percentage of the Participant's
Compensation which may not be less than % nor may
not exceed % of his or her Compensation.
(2) An amount not less than % of and not more than
% of each Participant's Compensation.
B. Making and Modifying an Employee Thrift Contribution Election
A Participant shall be entitled to increase, decrease or resume his or
her Employee Thrift Contribution percentage with the following
frequency during the Plan Year (select one):
(1) annually.
(2) semi-annually.
(3) quarterly.
(4) monthly
(5) other (specify): .
Any such increase, decrease or resumption shall be effective as of the
first payroll period coincident with or next following the first day
of each period set forth above. A Participant may completely
discontinue making Employee Thrift Contributions at any time effective
for the payroll period after written notice is provided to the
Administrator.
C. Thrift Matching Contributions
If selected below, the Employer will make Matching Thrift
Contributions for each Plan Year (select one):
(1) Discretionary Formula:
A discretionary Matching Thrift Contribution equal to
such a dollar amount or percentage as determined by the
Employer, which shall be allocated (select one):
(a) based on the ratio of each Participant's Employee
Thrift Contribution for the Plan Year to the total
Employee Thrift Contributions of all Participants
for the Plan Year. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount
of $ for each Participant or % of each
Participant's Compensation.
(b) in an amount not to exceed % of each
Participant's first % of Compensation
contributed as Employee Thrift Contributions for
the Plan Year. If any Matching Thrift Contribution
remains, it is allocated to each such Participant
in an amount not to exceed % of the next
% of each Participant's Compensation contributed as
Employee Thrift Contributions for the Plan Year.
Any remaining Matching Thrift Contribution shall be
allocated to each such Participant in the ratio that
such Participant's Employee Thrift Contributions for the
Plan Year bears to the total Employee Thrift
Contributions of all such Participants for the Plan
Year. If inserted, Matching Thrift Contributions shall
be subject to a maximum amount of $ for each
Participant or % of each Participant's
Compensation.
(2) Nondiscretionary Formula:
A nondiscretionary Matching Thrift Contribution for each
Plan Year equal to (select one):
(a) % of each Participant's Compensation contributed
as Employee Thrift Contributions. If inserted,
Matching Thrift Contributions shall be subject to a
maximum amount of $ for each Participant or
% of each Participant's Compensation.
(b) % of the first % of the Participant's
Compensation contributed as Employee Thrift
Contributions and % of the next % of the
Participant's Compensation contributed as Employee
Thrift Contributions. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount
of $ for each Participant or % of each
Participant's Compensation.
D. Qualified Matching Contributions
If selected below, the Employer may make Qualified Matching
Contributions for each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified
Matching Contributions on behalf of (select one):
(a) all Participants who make Employee Thrift
Contributions.
(b) only those Participants who are Nonhighly
Compensated Employees and who make Employee Thrift
Contributions.
(2) Qualified Matching Contributions will be contributed and
allocated to each Participant in an amount equal to:
(a) % of the Participant's Employee Thrift
Contributions. If inserted, Qualified Matching
Contributions shall not exceed % of the
Participant's Compensation.
(b) such an amount, determined by the Employer, which
is needed to meet the ACP Test.
ARTICLE VI. PARTICIPANT CONTRIBUTIONS
Participant Voluntary Nondeductible Contributions
Participant Voluntary Nondeductible Contributions are (select one):
(a) permitted.
(b) not permitted.
ARTICLE VII. VESTING
A. Employer Contribution Accounts
(1) A Participant shall have a vested percentage in his or her
Profit-Sharing Contributions, Matching 401(k) Contributions and/or
Matching Thrift Contributions, if applicable, in accordance with the
following schedule (Select one):
Matching
401(k)and/or
Matching Thrift Profit-Sharing
Contributions Contributions
(a)100% vesting immediately upon
participation.
(b)100% after (not more
than 5) years of Vesting
Service.
X X (c)Graded vesting schedule:
20% 20% after 1 year of Vesting Service;
40% 40% after 2 years of Vesting Service;
(not less than 20%) after 3 years
60% 60% of Vesting Service;
(not less than 40%) after 4 years
80% 80% of Vesting Service;
(not less than 60%) after 5 years
100% 100% of Vesting Service;
(not less than 80%) after 6 years
100% 100% of Vesting Service;
100% after 7 years of Vesting Service.
(2) Top Heavy Plan
Matching
401(k)and/or
Matching Thrift Profit-Sharing
Contributions Contributions
(a)100% vesting immediately upon
participation.
(b)100% after (not more
than 3) years of Vesting
Service.
X X (c)Graded vesting schedule:
20% 20% after 1 year of Vesting Service;
(not less than 20%) after 2 years
40% 40% of Vesting Service;
(not less than 40%) after 3 years
60% 60% of Vesting Service;
80% 80% (not less than 60%) after 4 years
of Vesting Service;
100% 100% (not less than 80%) after 5 years
of Vesting Service;
100% after 6 years of Vesting Service.
Top Heavy Ratio:
(a) If the adopting Employer maintains or has ever maintained a
qualified defined benefit plan, for purposes of establishing present
value to compute the top-heavy ratio, any benefit shall be discounted
only for mortality and interest based on the following:
Interest Rate: 8 %
Mortality Table: UP '84
(b) For purposes of computing the top-heavy ratio, the valuation date
shall be the last business day of each Plan Year.
B. Allocation of Forfeitures
Forfeitures shall be (select one from each applicable column):
Matching
401(k)and/or
Matching Thrift Profit-Sharing
Contributions Contributions
(1)used to reduce Employer
contributions for succeeding
Plan Year.
X X (2)allocated in the succeeding
Plan Year in the ratio which
the Compensation of each
Participant for the Plan Year
bears to the total
Compensation of all
Participants entitled to
share in the Contributions.
If the Plan is integrated
with Social Security,
forfeitures shall be
allocated in accordance with
the formula elected by the
Employer.
C. Vesting Service
For purposes of determining Years of Service for Vesting Service
[select (1) or (2) and/or (3)]:
X (1) All Years of Service shall be included.
(2) Years of Service before the Participant attained age
18 shall be excluded.
(3) Service with the Employer prior to the effective date
of the Plan shall be excluded.
ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS, IN-SERVICE
WITHDRAWALS AND LOANS
A. Deferral of Benefit Distributions
401(k)
and/or Profit
Thrift Sharing
------ -------
If this item is checked, a Participant's
vested benefit in his or her Employer
Accounts shall be payable as soon as
practicable after the earlier of: (1) the
date the Participant terminates Employment
due to Disability or (2) the end of the
Plan Year in which a terminated Participant
attains Early Retirement Age, if
applicable, or Normal Retirement Age.
B. In-Service Distributions
X (1) In-service distributions may be made from any of the
Participant's vested Accounts, at any time upon or after
the occurrence of the following events (select all
applicable):
X (a) a Participant's attainment of age 59-1/2.
X (b) due to hardships as defined in Section 5.9 of the
Plan.
(2) In-service distributions are not permitted.
C. Loans are:
401(k)
and/or Profit
Thrift Sharing
------ -------
X X (1) permitted.
(2) not permitted
ARTICLE IX. GROUP TRUST
If this item is checked, the Employer elects to
establish a Group Trust consisting of such Plan assets
as shall from time to time be transferred to the
Trustee pursuant to Article X of the Plan. The Trust
Fund shall be a Group Trust consisting of assets of
this Plan plus assets of the following plans of the
Employer or of an Affiliate: .
ARTICLE X. MISCELLANEOUS
A. Identification of Sponsor
The address and telephone number of the Sponsor's authorized
representative is 800 Scudders Mill Road, Plainsboro, New Jersey
08536; (609) 282-2272. This authorized representative can answer
inquiries regarding the adoption of the Plan, the intended meaning of
any Plan provisions, and the effect of the opinion letter.
The Sponsor will inform the adopting Employer of any amendments made
to the Plan or the discontinuance or abandonment of the Plan.
B. Plan Registration
1. Initial Registration
This Plan must be registered with the Sponsor, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, in order to be considered a Prototype
Plan by the Sponsor. Registration is required so that the Sponsor is
able to provide the Administrator with documents, forms and
announcements relating to the administration of the Plan and with Plan
amendments and other documents, all of which relate to administering
the Plan in accordance with applicable law and maintaining compliance
of the Plan with the law.
The Employer must complete and sign the Adoption Agreement. Upon
receipt of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Adoption Agreement will be countersigned by an authorized
representative and a copy of the countersigned Adoption Agreement will
be returned to the Employer.
2. Registration Renewal
Annual registration renewal is required in order for the Employer to
continue to receive any and all necessary updating documents. There
is an annual registration renewal fee in the amount set forth with the
initial registration material. The adopting Employer authorizes
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to debit the
account established for the Plan for payment of agreed upon annual
fee; provided, however, if the assets of an account are invested
solely in Participant-Directed Assets, a notice for this annual fee
will be sent to the Employer annually. The Sponsor reserves the right
to change this fee from time to time and will provide written notice
in advance of any change.
C. Prototype Replacement Plan
This Adoption Agreement is a replacement prototype plan for the (1)
Merrill Lynch Special Prototype Defined Contribution Plan and Trust -
401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc.,
Special Prototype Defined Contribution Plan and Trust - 401(k) Plan
Adoption Agreement #03-004.
D. Reliance
The adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Code Section 401. In order to obtain
reliance, the Employer must apply to the appropriate Key District
Director of the Internal Revenue Service for a determination letter
with respect to the Plan.
EMPLOYER'S SIGNATURE
Name of Employer: Statewide Savings Bank
By: /s/ Augustine F. Jehle
Authorized Signature
Augustine F. Jehle
Print Name
Senior Vice President
Title
Dated: December 17, 1998
TO BE COMPLETED BY MERRILL LYNCH:
Sponsor Acceptance:
Subject to the terms and conditions of the Prototype Plan and this
Adoption Agreement, this Adoption Agreement is accepted by Merrill
Lynch, Pierce, Fenner & Smith Incorporated as the Prototype Sponsor.
Authorized Signature: /s/ Joseph T. Donahue
THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE
This Trustee Acceptance and designation of Investment Committee are to
be completed only when a Merrill Lynch Trust Company is appointed as
Trustee.
To be completed by the Employer:
Designation Of Investment Committee
The Investment Committee for the Plan is (print or type names):
Name: Victor M. Richel
Name: Bernard F. Lenihan
Name: Augustine F. Jehle
To be completed by Merrill Lynch Trust Company:
Acceptance By Trustee:
The undersigned hereby accept all of the terms, conditions, and
obligations of appointment as Trustee under the Plan. If the Employer
has elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.
SEAL MERRILL LYNCH TRUST COMPANY [ ]
By: /s/ Melanie Madeira
Dated: January 1, 1999
Statewide Savings Bank
Employees' Retirement Plan
Summary Plan Description
TABLE OF CONTENTS
INTRODUCTION TO YOUR PLAN
GENERAL INFORMATION ABOUT YOUR PLAN
ELIGIBILITY AND PARTICIPATION
ELIGIBILITY
ENTRY DATE
YOUR CONTRIBUTIONS TO THE PLAN
COMPENSATION
ELECTIVE DEFERRALS
YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN
EMPLOYER MATCHING CONTRIBUTIONS
EMPLOYER PROFIT SHARING CONTRIBUTIONS
BENEFITS UNDER YOUR PLAN
NORMAL RETIREMENT AGE
DISABILITY
IN-SERVICE DISTRIBUTIONS
HARDSHIP WITHDRAWALS
LOAN AVAILABILITY
STATEMENT OF ERISA RIGHTS
CLAIMS PROCEDURES
PENSION BENEFIT GUARANTY CORPORATION
INTRODUCTION TO YOUR PLAN
Your Employer has instituted this Plan to reward efforts made by
Employees who contribute to the overall success of the Company. The
Plan is exclusively for the benefit of Participants and their
Beneficiaries. The purpose of the Plan is to help you build financial
security for your retirement and to help protect you and your
Beneficiaries in the event of your death or Disability.
This Plan is a 401(k) plan. It offers you a built in savings system
through pre-tax payroll deductions. It also offers attractive tax
advantages, the freedom to choose investments according to your needs,
the flexibility to change your investments as your needs change, and a
way to build capital for a secure retirement.
Under the terms of this Plan, you may choose to defer a portion of
your current salary, which your Employer then contributes to the plan
on a pre-tax basis. Contributions are not subject to Federal income
tax, and in most cases are also exempt from state or local income
taxes. Since your contributions are not subject to Federal income
tax, your taxable income is reduced.
The laws governing plans like this one contain many provisions that
may affect your retirement. You should contact your Plan
Administrator with any questions about the Plan before you make any
decisions related to your retirement. For specific tax advice, you
should contact your tax advisor.
This Summary Plan Description (SPD) summarizes the key features of
your Plan, and your rights, obligations and benefits under the Plan.
Some of the statements made in this SPD are dependent upon this Plan
being "qualified", or approved by the Internal Revenue Service.
Please contact your Plan Administrator with any questions you may have
after you have read this summary.
Every effort has been made to make this description as accurate as
possible. However, this booklet is not a Plan document. This SPD is
not meant to interpret, extend, or change the provisions of the Plan
in any way. The terms of the Plan are stated in and will be governed
in every respect by the Plan document. Your right to any benefit
depends on the actual facts and the terms and conditions of the Plan
document, and no rights accrue by reason of any statement in this
summary. A copy of the Plan document is available at the principal
office of your Employer for inspection. You, your Beneficiaries, or
your legal representatives may request to inspect the Plan Document at
any reasonable time.
GENERAL INFORMATION ABOUT YOUR PLAN
Employer/Plan Administrator
Statewide Savings Bank SLA
70 Sip Avenue
Jersey City, NJ 07306
(201) 795-7777
Plan Sponsor:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Plan Trustees:
Merrill Lynch Trust Company
300 Davidson Avenue
2nd Floor West
Somerset, New Jersey 08873
Employer's Tax ID Number: 22-1401536
Plan Name: Statewide Savings Bank Employees' Retirement Plan
Plan Number: 002
Plan Restatement Date: January 1, 1999
Original Effective Date: January 1, 1992
Employer Tax Year: January 1st through December 31st
Plan Year End: December 31st
Type of Record Keeping: Contract Administration
Type of Plan: 401(k) with profit sharing
The Plan Administrator keeps the records for the Plan, and is
responsible for the interpretation and administration of the Plan.
All Plan Records will be kept on the basis of the Plan Year. The Plan
Administrator may hire a third party record keeper to perform the
administrative functions of the Plan. If you have questions about the
Plan you should write to the Plan Administrator. The Plan
Administrator and the Trustees are designated as the Agents for
Service of Legal Process.
ELIGIBILITY AND PARTICIPATION
Eligibility:
All Employees of the Employer are eligible to participate in this
Plan.
Participation Requirements:
If you were employed on 09/01/95, you will become eligible to
participate in the Plan as of that date. If you were employed after
09/01/95, you will become eligible to participate in the Plan upon
completing one (1) Year of Service.
You will be credited with a Year of Service on the anniversary date of
your employment with your Employer.
If you do not meet the eligibility requirements, you will not be
eligible to participate in the Plan.
Entry Date:
You will become a Participant in the Plan on the Entry Date coincident
with or next following the date you meet the participation
requirements. The Entry Dates for this Plan are the first day of the
first, fourth, seventh and tenth month of the Plan Year.
YOUR CONTRIBUTIONS TO THE PLAN
Compensation:
Compensation means the total salary or wages paid to you as shown on
your W-2, to a maximum of $160,000*.
* Adjusted periodically for cost of living by the IRS.
For the first year you participate in the Plan, only Compensation
earned after your Entry Date will be used to determine your share of
your Employer's Contribution.
Elective Deferrals:
15% of Annual Compensation, to a maximum of $10,000* per calendar
year.
* Adjusted periodically for cost of living by the IRS.
This limitation is an aggregate limit that applies to all deferrals
you make to this Plan and to any other elective deferral plan,
including tax sheltered annuity contracts, simplified pension plans,
or other 401(k) plans.
Making and Modifying 401(k) Elections:
You may discontinue deferrals at any time, upon written notice to the
Plan Administrator. Your instructions to cease Elective Deferrals
will be implemented as of the first payroll period following the date
you notified your Plan Administrator.
To resume your Elective Deferral Contribution, you must provide
written notice to your Plan Administrator, and wait until the next
quarterly interval.
You may increase or decrease your Elective Deferral Contribution
Percentage at quarterly intervals throughout the Plan Year.
Investment of Contributions:
As a Participant in this Plan, you direct the investment of your
account(s). Your Plan provides a menu of investment options from
which you may select your investments. You may modify your investment
elections, transfer existing account balances, and obtain information
regarding your investments on a daily basis.
You should be aware that your investment decisions will ultimately
affect the retirement benefits to which you will become entitled. Your
Employer and the Plan Trustee(s) cannot provide you with investment
advice, nor are they obligated to reimburse any participant for any
investment loss that may occur as a result of his or her investment
decisions. There is no guarantee that any of the investment options
available in this Plan will retain their value or appreciate.
YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN
Employer Matching Contributions:
Your Employer will make a contribution to the Plan known as a 401(k)
Matching Contribution. Your Employer's 401(k) Matching Contribution
will be an amount equal to 50% of the first 6% of your Compensation
contributed as an Elective Deferral.
Eligibility for Employer Matching
Contributions:
Any Participant who makes an Elective Deferral Contribution will be
eligible to receive an Employer Matching Contribution.
Employer Profit Sharing Contributions:
Your Employer may make a contribution to the Plan known as a Profit
Sharing Contribution. Your share of the Employer's Profit Sharing
Contribution, if any, will be allocated to your account based on the
ratio that your Compensation bears to the total Compensation of all
Participants eligible for a share of this Contribution.
Eligibility for Employer Profit Sharing Contributions:
Any Participant who is credited with at least 1,000 Hours of Service
during the Plan Year and employed on the last day of the Plan Year
will be eligible to receive an Employer Profit Sharing Contribution.
In addition, any Participant who died, retired, or became Disabled
during the Plan Year will receive an Employer Profit Sharing
Contribution, if any.
Vesting:
Vesting means that for each Year of Service you complete, you become
entitled to all or a portion of your Employer Contributions
Account(s). For purposes of determining your vested account balance,
all of your Years of Service, beginning on your date of hire, will be
counted.
Vesting of Elective Deferrals:
You are always 100% vested in your Elective Deferrals.
Vesting Schedule for Employer 401(k) Matching and Profit Sharing
Contributions
Years of Vested Percentage
Service
1 20%
2 40%
3 60%
4 80%
5 100%
Year of Service for Vesting Defined:
You will have completed a Year of Service for vesting purposes on each
anniversary of your date of hire with your Employer.
If this is an amended or restated Plan, your vested percentage cannot
be less than your vested percentage prior to the amendment or
restatement of this Plan.
Forfeitures:
If you terminate service prior to being fully vested in your Employer
Contribution Account(s), you forfeit the amount in which you are not
vested. Forfeitures will be reallocated among remaining Participants
BENEFITS UNDER YOUR PLAN
Normal Retirement Age:
Your Normal Retirement Age is age 65.
You are 100% vested in your Employer Contribution Account(s) upon your
Normal Retirement Date.
Early Retirement Age:
This Plan also provides an Early Retirement Age, for which you are
eligible if you have attained age 55 and completed 5 Years of Service
with your Employer.
You are 100% vested in your Employer Contribution Account(s) upon your
Early Retirement Date.
Disability:
You will be considered to be disabled if your injury or medical
condition causes you to be unable to perform your usual and customary
duties for your Employer for a continuous period of at least twelve
months. Benefit payments will begin as soon as feasible after your
Disability Retirement Date.
You are 100% vested in your Employer Contribution Account(s) if you
are deemed disabled.
In-Service Distributions:
As an active Participant in the Plan, you may, upon attaining age 59
1/2, submit a written application to the Plan Administrator to
withdraw all or a portion of your vested account balance.
Hardship Withdrawals:
As an active Participant in the Plan, you may submit a written
application to the Plan Administrator for a hardship withdrawal, if
you are experiencing an immediate and heavy financial need.
Events Which Qualify For A Hardship Distribution:
1. To cover medical expenses incurred by you, your spouse or your
dependents;
2. For the purchase of a principal residence (excluding mortgage
payments);
3. For the payment of tuition and related educational fees for the
next twelve months of post-secondary education for you, your spouse,
your children or your dependents;
4. For the payment of amounts necessary to prevent eviction from or
foreclosure on your principal residence.
All other forms of financial assistance must be explored and exhausted
before a Hardship Distribution can be made.
If you take a hardship withdrawal, your Elective Deferral
Contributions will be suspended for a period of twelve months
following the date of the withdrawal.
Tax Consequences for Receiving A Distribution or Withdrawal:
Distribution or withdrawal of your vested account balance may be
subject to ordinary income taxes or early distribution penalties.
Please consult your tax advisor prior to taking any distribution or
withdrawal.
Loan Availability:
An active Participant in the Plan may request a loan from the Plan. A
loan allows you to borrow money from your account without incurring a
penalty. You must repay the loan with interest, on an after tax
basis, usually through payroll deduction.
Once you request a loan, your Employer is required to approve the
loan. After approval, you will receive a check with an attached
promissory note. By endorsing the check, you agree to the terms and
repayment conditions in the promissory note.
As an active Participant in the Plan, you may request a loan from the
Plan. The loan amount is available by calling the Voice Response
System.
Loan Requirements:
1. Loans are available to all participants in the Plan on a uniform
and nondiscriminatory basis.
2. Loans must bear a reasonable rate of interest.
3. The loan must be adequately secured.
Loan Limitations:
You may borrow any amount up to 50% of your vested account balance.
However, your loan can be no more than $50,000 minus your highest
outstanding loan amount during the prior 12 months.
Loan Repayments:
Repayment of a loan must be made at least quarterly, on an after-tax
basis, in level payments of principal and interest, and repaid within
five years, except for the purchase of a primary residence.
Tax Consequences of Plan Loans:
If you fail to make loan repayments when they are due, you may be
considered to have defaulted on the loan. Defaulting on a loan may be
considered a distribution to you from the Plan, resulting in taxable
income to you and may ultimately reduce your benefit from the Plan.
Death Benefits:
Your Employer Contribution Account(s) become 100% vested upon your
death.
Your Beneficiary will be entitled to receive your account balance.
If you are married at the time of your death, your surviving spouse is
your Beneficiary unless:
* You elect otherwise in writing (with the consent of your spouse);
* You establish to the satisfaction of the Plan Administrator that
your spouse cannot be located.
* Your spouse has validly waived any right to the death benefit.
If you want to designate a Beneficiary other than your spouse, (an
"alternate Beneficiary") you must do so on a form provided by the Plan
Administrator. You may revoke or change this designation at any time
by filing written notice with the Plan Administrator, however, your
spouse must consent, in writing, to any alternate Beneficiary. A
Notary Public or Plan official must witness your spouse's consent.
It is important that you notify the Plan Administrator of any change
in your marital status or change in your Beneficiary designation.
Distributions Upon Death:
If death occurs before Retirement Benefits begin, your Beneficiary may
choose to defer payment, or to receive payment based on the following
general guidelines:
* Payment may be made in the form of a life annuity for Participants
who transferred money from a prior plan where this option was
available;
* Payment may be made in installments payable in cash or in kind, or
part in cash and part in kind over a period not to exceed your
expected future lifetime or the joint expected future lifetime (based
on actuarial tables) of you and your spouse;
* The entire sum must be distributed no later than the last day of the
year of the fifth anniversary of your death, if your Beneficiary is
not your surviving spouse;
* If your Beneficiary is your spouse, payment may be postponed until
December 31st of the calendar year in which you would have attained
age 65;
* Payment may be made in installments, as described above, beginning
on or before the December 31st following the year in which you die.
If death occurs after Retirement Benefits begin, but before your
entire Retirement Benefit has been paid, the remaining portion of your
Retirement Benefit will continue in the same form and for the same
period as you originally elected. In any case, payments will continue
to be made at least as rapidly as such payments were being made prior
to your death.
If you fail to designate an alternate Beneficiary, or your alternate
Beneficiary does not survive you, the benefit payable from this Plan
as a result of your death will be payable to your Surviving Spouse. If
you have no Surviving Spouse, the death benefit will be paid to your
estate.
If the value of your account is $5,000 or less, death benefits will be
distributed to your Beneficiary without your Beneficiary's consent as
soon as practicable following your death.
Forms of Benefit:
The normal form of payment with respect to your vested account balance
under this Plan is a lump sum. If your account balance is $5,000 or
less, you will receive a lump sum distribution as soon as feasible
following the date you terminated employment. If your account balance
is greater than $5,000, you (and your spouse, if applicable) must give
written consent before the distribution can be made.
An optional form of payment with respect to your vested account
balance is installments payable in cash or in kind, or part in cash
and part in kind over a period not to exceed your expected future
lifetime, or the joint expected future lifetime (based on actuarial
tables) of you and your spouse.
If you transferred money from a prior plan, another form of benefit
may be available. You should consult with your tax advisor regarding
those options.
You may request that all or part of any taxable distribution you
receive from the Plan, other than an annuity, installments paid over
10 or more years, or required distributions after age 70 1/2, be
rolled over directly from the Trustees to the trustee or custodian of
an eligible retirement plan. For this purpose, an "eligible
retirement plan" includes an individual retirement account or annuity,
or your new employer's qualified plan, if the plan accepts rollovers.
The Plan Administrator will notify you if any amount to be distributed
to you is an eligible rollover distribution. Special tax withholding
rules apply to any portion of the eligible rollover distribution which
is not rolled over directly to an eligible retirement plan.
Top-Heavy Defined:
A plan becomes Top-Heavy when 60% or more of the Plan's assets are
allocated to Key Employees. Key Employees are certain owners or
officers of your Employer. If the Plan becomes Top-Heavy certain
rules apply.
Top-Heavy Rules:
A minimum contribution will be required to Non-Key Employees. This
contribution is the lesser of:
* three percent (3%) of Compensation; or
* the largest percentage of Compensation contributed by the Employer
on behalf of Key Employees.
* If you are a Participant in more than one plan maintained by your
Employer, you may not be entitled to minimum benefits in more than one
plan.
Vesting Schedule for Top-Heavy:
Vesting schedule outlined earlier will apply.
Rollovers or Transfers:
* You must submit a written request to your Plan Administrator, who
will determine whether a rollover or transfer is acceptable;
* You may make such a contribution to this Plan prior to being
eligible for the Plan;
* Any amount rolled over or transferred to this Plan cannot include
personal IRA contributions;
* Prior to making a rollover or transfer, you should consult with your
tax advisor.
Period of Severance:
Under the elapsed time method, your Years of Service for vesting
purposes run from the date you first perform an Hour of Service for
your Employer until your severance from service date. A Period of
Severance begins on the earlier of:
* The date you quit, retire, are discharged, or die.
OR
* The first anniversary of the first date of a period in which you
remain absent from service with your Employer (with or without pay)
for any reason other than quitting, retirement, discharge, or death.
These reasons include vacation, holiday, sickness, disability, leave
of absence, or layoff.
If you are absent on military leave, you will not be considered to
have a Period of Severance if you return to work within 90 days of
your release from military duty, or any longer period during which
your reemployment rights are protected by law.
If you are on an authorized leave of absence (in accordance with
standard personnel policies), you will not be considered to have a
Period of Severance if you return to work immediately upon the
expiration of such leave of absence.
If you are on a leave of absence because of maternity or paternity,
you will not be considered to have a Period of Severance until the
second anniversary of the first date of your leave. For example, if
you went on maternity leave on October 1, 1995, you would not be
considered to have severed service with your Employer if you returned
to work and performed an Hour of Service before October 1, 1997. If
you did not return to work on or before October 1, 1997, you would
incur a Period of Severance.
If you are reemployed after you incur a Period of Severance and you
were vested when you terminated employment, upon your reemployment,
you will be immediately eligible for the Plan, and you will be vested
at the same percentage as when you left.
If you are reemployed after you incur a Period of Severance and you
were not vested when you terminated employment, you will lose credit
for service you completed prior to your termination if your absence is
five years or longer.
If you are reemployed within five years after you incur a Period of
Severance, and you received a full or partial distribution (including
a "deemed" distribution if you had a $0 account balance), you may
return as a Participant at the same vested percentage as when you
left, provided you repay the amount distributed to you within five
years of the date you are reemployed. After repayment, your account
balance will be restored to its original amount as though there had
been no distribution, and any amount forfeited when you left will be
replaced by your Employer.
If you are reemployed after you incur a five-year Period of Severance,
you will not be given the opportunity to repay the amount distributed
to you and your vested percentage will be determined based on your
Years of Service beginning on your date of reemployment.
If you terminate service prior to becoming a Participant in the Plan,
you will be treated as a new employee upon your reemployment. To
participate, you must meet the Eligibility Requirements.
Qualified Domestic Relations Orders:
As a general rule, your account balance may not be assigned. This
means that your accounts cannot be sold, used as collateral for a
loan, given away, or otherwise transferred. In addition, your
creditors may not attach, garnish or otherwise interfere with your
account.
An exception to this general rule is a "qualified domestic relations
order" or QDRO. A QDRO is a court order that can require the Plan
Administrator to pay a portion of your account balance to your former
spouse, child or other dependent.
Plan Amendment or Termination:
Your Employer reserves the right to amend the Plan at any time.
However, no amendment can deprive you of any vested benefits.
Your Employer also reserves the right to terminate the Plan. If the
Plan is terminated, you will be 100% vested in your total account
balance under the Plan.
STATEMENT OF ERISA RIGHTS
As a Participant in the Plan, you are entitled to certain rights and
protection under the Employee Retirement Income Security Act of 1974
(ERISA). Your Employer may not fire you or discriminate against you
to prevent you from obtaining a benefit from the Plan or exercising
your rights under ERISA.
ERISA provides that all Plan Participants shall be entitled to:
* Examine, without charge, at your Plan Administrator's office, all
Plan documents, insurance contracts, if any, and copies of all
documents filed by your Plan with the U. S. Department of Labor, such
as annual reports and Plan descriptions.
* Obtain copies of all Plan documents and other Plan information upon
written request to your Plan Administrator. Your Plan Administrator
may impose a reasonable charge for the copies.
* Receive a summary of the Plan's annual financial report. Your Plan
Administrator is required by law to provide each Participant with a
copy of the Plan's Summary Annual Report.
* Obtain an annual statement telling you whether you have a right to
receive a benefit under the Plan, and if so, what your benefits would
be if you stop working for your Employer now. If you do not have a
right to a benefit under the Plan, the statement must tell you how
many years you have to work to get a benefit under the Plan. The Plan
may require a written request for this statement, but it must be
provided free of charge.
* File suit in Federal court if any materials requested are not
received within 30 days of your request unless the materials were not
sent because of matters beyond the control of your Plan Administrator.
The court may require your Plan Administrator to pay you up to $110
per day for each day's delay until the materials are received by you.
In addition to creating rights for Plan participants, ERISA imposes
obligations upon the persons who are responsible for the operation of
the Plan. These persons are referred to as "fiduciaries".
Fiduciaries must act solely in the interest of Plan Participants and
Beneficiaries and must exercise prudence in the performance of their
plan duties. Fiduciaries who do not comply with ERISA may be removed
and required to make good any losses they have caused the Plan.
If Plan fiduciaries are misusing the Plan's assets, as a Participant
in the Plan, you have the right to file suite in a Federal court or to
request assistance from the U.S. Department of Labor. If you are
successful in your lawsuit, the court may require the other party to
pay your legal costs, including attorney's fees. If you are
unsuccessful in your lawsuit, or the court finds your action
frivolous, the court may order you to pay these costs and fees.
CLAIMS PROCEDURES
When you terminate employment, you must complete a form that notifies
the Plan Administrator that you are making a claim for benefits. Your
Employer has a supply of these forms. Ideally this form should be
completed on or before your final day of work. This way, your
Employer can send your claim for benefits right away for processing.
If, after your claim for benefits is processed, you have questions or
disagree with the calculation of your benefit, you must notify the
Plan Administrator in writing. The Plan Administrator will, within 90
days (or within 180 days if special circumstances exist) notify you in
writing of its decision. If your claim for a Plan benefit is denied
in whole or in part, you must receive a written explanation of the
reason for the denial. That notification will include:
1. How your benefit was calculated;
2. The specific reason that your claim is denied (in whole or in part)
if it is denied;
3. Specific references to Plan provisions on which the denial is
based;
4. A description of any additional material or information necessary
for you to perfect your claim and an explanation of why such
information is necessary;
5. An explanation of the Plan's claim review procedure.
Within 60 days after you receive notice of the denial of part or your
entire claim for benefits, you may file a written appeal with the Plan
Administrator. You may seek representation by an attorney or other
representation of your choosing. You may submit written and oral
evidence and arguments in support of your claim. You may review all
relevant documents. The Plan Administrator generally makes a final
decision within 60 days of your appeal. The Plan Administrator's
decision will include the specific reasons for its decision and
specific references to Plan provisions on which the decision is based.
PENSION BENEFIT GUARANTY CORPORATION
The type of Plan your Employer has adopted is a defined contribution
plan. Therefore, the Plan is not subject to or insured by the Pension
Benefit Guaranty Corporation (PBGC).
If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest Area Office of the U.S.
Department of Labor Management Services Administration, Department of
Labor.
INITIAL ENROLLMENT FORM
Statewide Savings Bank Employees Retirement Plan Plan #:
ML201027
This form is to be utilized for initial enrollment purposes only. Do
not use this form for current participants.
EMPLOYEE INFORMATION (please print)
Name: SS#:
Address: Date of Participation:
City: State: Zip:
Date of Birth: Date of Hire: Division:
CONTRIBUTION ELECTION
I authorize my employer to make payroll deductions from my salary in
the amount indicated below to be used as my contributions
to the Plan:
I wish to contribute the following whole percentage or flat dollar
amount of my compensation to the Plan on a before-tax basis via
payroll deduction (from 0 to 15%). %
I do not wish to contribute to the Plan at this time.
INVESTMENT ELECTION: Future changes must be made by calling Merrill
Lynch at 1(800) 229-9040. This investment election will not be
applied to any existing funds you may currently have in the plan.
IF YOU FAIL TO MAKE AN ELECTION, YOUR CONTRIBUTIONS WILL BE FULLY
INVESTED IN THE ML RETIREMENT PRESERVATION TRUST
The contributions
resulting from these
elections are to be
transferred to the
Plan and invested as
follows. Your
investment election
percentages must be INVESTMENT
in multiples of 1% ELECTIONS
totaling 100%. FUND NAME PERCENTAGES
Managers International Equity Fund %
Investment Massachusetts Investors Trust A %
elections may be ML Federal Securities Trust %
modified at any ML Retirement Preservation Trust %
time by calling Statewide Financial Corp. %
Merrill Lynch at Van Kampen American Capital Emerging
1 (800) 229-9040 Growth %
TOTAL 100%
AUTHORIZATION
My signature will serve as authorization for this and all future phone
transactions I make to my accounts. I AM NOT CURRENTLY A PARTICIPANT
IN THE PLAN.
EMPLOYEE SIGNATURE DATE
FOR ADMINISTRATIVE USE ONLY:
NUMBER OF YEARS OF SERVICE (EXCLUDING THE CURRENT YEAR):
PLAN ADMINISTRATOR'S SIGNATURE DATE DATE FIRST ELIGIBLE
EXHIBIT 5
April 5, 1999
Statewide Financial Corp.
70 Sip Avenue
Jersey City, NJ 07306
Re: Statewide Financial Corp. -
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Statewide Financial Corp., a New Jersey
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 being filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to an aggregate of 25,000 shares of Common Stock, no
par value per share, of the Company (the "Shares") which may be
offered and sold pursuant to the Statewide Savings Bank, S.L.A.
Employee Retirement Plan (the "Plan").
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our
satisfaction, of the Certificate of Incorporation and Bylaws of the
Company, the Plan, and such other certificates, records instruments
and documents, and have made such other and further investigations, as
we have deemed necessary or appropriate to enable us to express the
opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that upon issuance and
delivery by the Company of the Shares pursuant to the terms of the
Plan, the Shares issued thereunder will be legally issued, fully paid
and non-assessable.
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
JAMIESON, MOORE, PESKIN & SPICER
EXHIBIT 23(A)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Statewide Financial Corp.:
We consent to the incorporation by reference in the registration
statement on Form S-8, of Statewide Financial Corp., pertaining to the
Statewide Savings Bank, S.L.A. Employee Retirement Plan, of our report
dated January 26, 1999, relating to the consolidated statements of
financial condition of Statewide Financial Corp. and subsidiary as of
December 31, 1998 and 1997 and the related consolidated statements of
income, shareholders' equity, and cash flows for the three-year ended
December 31, 1998, which report appears in the December 31, 1998
Annual Report on Form 10-K of Statewide Financial Corp.
We also consent to incorporation by reference in the above noted
registration statement, of our report dated May 15, 1998, relating to
the financial statements of Statewide Savings Bank, S.L.A. Employee
Retirement Plan as of and for the years ended December 31, 1997 and
1996, which report appears in the Plan's December 31, 1997 Annual
Report of Form 11-K.
KPMG LLP
Short Hills, New Jersey
April 7, 1999
