SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
JSB Financial, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11
1) Title of each class of securities to which transactions applies: ............
2) Aggregate number of securities to which transaction applies: ................
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): ................
4) Proposed maximum aggregate value of transaction: ...........................
5) Total fee paid: ............................................................
[ ] 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: .....................................................
2) Form, Schedule or Registration Statement No.: ...............................
3) Filing Party: ...............................................................
4) 4) Date Filed: ..............................................................
JSB Financial, Inc. Logo
303 Merrick Road
Lynbrook, New York 11563
(516) 887-7000
March 27, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of JSB Financial, Inc. (the "Company"), the holding
company for Jamaica Savings Bank FSB, which will be held on May 12, 1998 at
10:00 a.m., at the Long Island Marriott Hotel and Conference Center, 101 James
Doolittle Boulevard, Uniondale, New York 11553. (For directions see inside back
cover.)
The attached Notice of the Annual Meeting and the Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of JSB Financial, Inc. as well as a representative of KPMG Peat
Marwick LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our stockholders may have.
There are three matters to be considered at the Annual Meeting. The
Board of Directors of JSB Financial, Inc. has determined that each of these
matters to be considered at the Annual Meeting is in the best interests of the
Company and our stockholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends a vote "FOR" each of these items.
YOUR VOTE IS IMPORTANT. You are urged to vote by one of the following
methods: (i) signing, dating and promptly returning the enclosed proxy in the
postage-paid envelope provided, or (ii) by using a toll-free telephone number as
described on the enclosed proxy card. If you attend the Annual Meeting, you may
vote in person even if you have already mailed in your proxy card or used the
telephone voting system.
On behalf of the Board of Directors and our employees, I wish to thank
you for your continued support. We appreciate your interest.
Sincerely yours,
PARK T. ADIKES
Chairman of the Board
and Chief Executive Officer
JSB FINANCIAL, INC.
303 Merrick Road
Lynbrook, New York 11563
(516) 887-7000
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 12, 1998
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of JSB Financial, Inc. ("JSB Financial" or the "Company") will
be held at the Long Island Marriott Hotel and Conference Center, 101 James
Doolittle Boulevard, Uniondale, New York 11553, on May 12, 1998, at 10:00 a.m.
The Annual Meeting is for the purpose of considering and voting upon the
following matters:
1. Election of four Directors for terms of three years each;
2. Ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the year ending December
31, 1998;
3. The approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of
common stock from 30,000,000 shares to 65,000,000 shares; and
4. Such other matters as may properly come before the Annual
Meeting or any adjournment thereof.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 16, 1998, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and at any adjournments
thereof. Only record holders of the common stock of the Company as of the close
of business on that date will be entitled to vote at the Annual Meeting or any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at Jamaica Savings Bank FSB, 303 Merrick Road,
Lynbrook, New York, for a period of ten days prior to the Annual Meeting and
also will be available for inspection at the Annual Meeting.
By Order of the Board of Directors
JOANNE CORRIGAN
Secretary
Lynbrook, New York
March 27, 1998
JSB FINANCIAL, INC.
303 Merrick Road
Lynbrook, New York 11563
(516) 887-7000
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 12, 1998
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Solicitation and Voting of Proxy
This Proxy Statement ("Proxy Statement") is being furnished to
stockholders of JSB Financial, Inc. ("JSB Financial" or the "Company") in
connection with the solicitation by the Board of Directors of proxies to be used
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Long Island Marriott Hotel and Conference Center, 101 James Doolittle Boulevard,
Uniondale, New York 11553, on May 12, 1998, at 10:00 a.m., and at any
adjournments thereof. The 1997 Annual Report to Stockholders, including the
financial statements for the year ended December 31, 1997, accompanies this
Proxy Statement.
This Proxy Statement and the accompanying proxy card are initially being
mailed to stockholders on or about March 27, 1998.
Regardless of the number of shares of common stock of JSB Financial (the
"Common Stock") owned, it is important that stockholders be represented by proxy
or present in person at the Annual Meeting. Stockholders are requested to vote
by one of the following methods: (i) signing, dating and promptly returning the
enclosed proxy in the postage-paid envelope provided or (ii) by using a
toll-free telephone number as described on the enclosed proxy card. Stockholders
are urged to indicate their vote in the spaces provided on the proxy card or by
voting by telephone. Proxies solicited by the Board of Directors of JSB
Financial will be voted in accordance with the directions given therein. Where
no instructions are indicated, proxies will be voted "FOR" the election of each
of the nominees for Director named in this Proxy Statement, "FOR" the
ratification of the appointment of KPMG Peat Marwick LLP as independent auditors
of the Company for the year ending December 31, 1998 and "FOR" the approval of
an amendment to the Company's Certificate of Incorporation increasing the number
of authorized shares of Common Stock.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy or
voting by telephone, however, confers on the designated proxyholders
discretionary authority to vote the shares in accordance with their best
judgment on such other business, if any, that may properly come before the
Annual Meeting or any adjournments thereof.
Stockholders of record can vote their shares by calling the toll-free
number on the proxy card or by mailing their signed proxy card. The automated
telephone voting system is designed to authenticate Stockholders by use of a
personal identification number. The procedure allows Stockholders to vote their
shares and to confirm that their instructions have been properly recorded.
A proxy may be revoked at any time prior to its exercise by the filing
of written notice of revocation with the Secretary of the Company, by delivering
to the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting, filing a notice of revocation with the Secretary and voting in
person. However, if you are a stockholder whose shares are not registered in
your own name, you will need additional documentation from your recordholder to
vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will
be borne by JSB Financial. Proxies may be solicited personally or by telephone
or telegraph by Directors, officers and employees of the Company or Jamaica
Savings Bank FSB (the "Bank"), without additional compensation therefor. JSB
Financial will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so. In addition to the solicitation of proxies
2
by mail, two companies have been retained to assist the Company in soliciting
proxies for the Annual Meeting: (i) Morrow & Co., Inc., a proxy solicitation
firm, will be paid a fee estimated to be $4,000, plus out-of-pocket expenses and
(ii) ChaseMellon Shareholder Services, the Company's transfer agent, will be
paid a fee of $750 for using the automated telephone voting system, plus out of
pocket expenses.
Voting Securities
The securities which may be voted at the Annual Meeting consist of
shares of the Common Stock, with each share entitling its owner to one vote on
all matters to be voted on at the Annual Meeting except as described below. The
close of business on March 16, 1998 has been fixed by the Board of Directors as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. The total number of shares of Common Stock outstanding on the Record
Date was 9,882,547 shares.
Record holders of Common Stock who beneficially own in excess of 10% of
the outstanding shares of Common Stock (the "Limit") are not entitled to vote
any shares held in excess of the Limit, as determined in accordance with the
Company's Certificate of Incorporation. The presence, in person or by proxy, of
at least a majority of the total number of shares of Common Stock, entitled to
vote (after subtracting any shares held in excess of the Limit pursuant to the
provisions of Article Fourth of the Company's Certificate of Incorporation) is
necessary to constitute a quorum at the Annual Meeting. In the event there are
not sufficient votes for a quorum at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
As to Proposal 1, the election of Directors, a stockholder may: (i) vote
"FOR" the election of the nominees proposed by the Board; or (ii) "VOTE
WITHHELD" for one or more of the nominees being proposed. Under Delaware law and
the Company's Bylaws, Directors are elected by a plurality of votes cast,
without regard to either (i) broker non-votes, or (ii) proxies marked "VOTE
WITHHELD".
As to Proposal 2, the ratification of independent auditors and
concerning all other matters that may properly come before the Annual Meeting, a
stockholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" from voting on such item. Under the Company's Bylaws, unless otherwise
required by law, all matters, other than the election of Directors, shall be
determined by a majority of the votes cast, without regard to either (a) broker
non-votes, or (b) proxies marked "ABSTAIN".
As to Proposal 3, the approval of an amendment to the Company's
Certificate of Incorporation increasing the number of authorized shares of
Common Stock, a stockholder may: (i) vote "FOR" the item; (ii) vote "AGAINST"
the item; or (iii) "ABSTAIN" with respect to the item. Under Delaware law, an
affirmative vote of holders of a majority of the shares of Common Stock entitled
to vote at the Annual Meeting is required to constitute stockholder approval of
this proposal. As a result, both broker non-votes and proxies marked "ABSTAIN"
are equivalent to a vote "AGAINST" the proposed amendment to the Company's
Certificate of Incorporation.
Proxies solicited hereby will be returned to the proxy solicitors or the
Company's transfer agent, and will be tabulated by inspectors of election,
designated by the Board of Directors, who will not be employees or Directors of
the Company or any of its affiliates. After the Annual Meeting, the proxies will
be returned to the Company for safekeeping.
3
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on March 4, 1998. Persons and groups owning
in excess of 5% of the Company's Common Stock are required to file certain
reports regarding such ownership with the Company and with the Securities and
Exchange Commission ("SEC"), in accordance with the Securities Exchange Act of
1934 (the "Exchange Act"). Other than listed below, the Company is not aware of
any person or group that owned more than 5% of the Company's Common Stock as of
March 4, 1998.
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class(1)
- -------------- ------------------- -------------------- ----------
Common Stock.......... Jamaica Savings Bank FSB 987,926(2) 10.0%
Employee Stock Ownership
Plan and Trust ("ESOP")
C/O Jamaica Savings Bank FSB
303 Merrick Road
Lynbrook, New York 11563
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<FN>
(1) The total number of shares of Common Stock outstanding on March 4, 1998 was
9,881,322 shares.
(2) An unrelated corporate trustee, Marine Midland Bank, has been appointed for
the ESOP. The ESOP trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of the
participating employees. As of March 4, 1998, 972,664 shares have been allocated
to participants' accounts. Under the ESOP, unallocated shares held in the
suspense account will be voted in a manner calculated to most accurately reflect
the instructions it has received from participants regarding the allocated
stock, so long as such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
</FN>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The number of Directors of JSB Financial is currently set at eleven
(11). All eleven members of the Board of Directors of JSB Financial also serve
as Directors of the Bank. Directors are elected for staggered terms of three
years each, with a term of office of only one class of Directors expiring in
each year. Directors serve until their successors are elected and qualified. No
person being nominated as a Director is being proposed for election pursuant to
any agreement or understanding between any person and JSB Financial, other than
as described under "Executive Compensation - Employment Agreements".
The four nominees proposed for election at the Annual Meeting are
Messrs. Park T. Adikes, Richard M. Cummins, Richard W. Meyer and Arnold B.
Pritcher, who have been nominated for a three year term which will expire at the
Annual Meeting of stockholders in the year 2001, and when their successors are
elected and qualified. All four of the nominees named are also presently
Directors of the Bank. It is intended that the shares represented by the
enclosed proxy, if executed and returned, or voted through the telephone voting
system, will be voted "FOR" the election of all four nominees, unless otherwise
indicated by a "VOTE WITHHELD". In the event that any such nominee is unable or
declines to serve for any reason, it is intended that proxies will be voted
"FOR" the election of the balance of those nominees named and "FOR" such other
persons as shall be designated by the Board of Directors. The Board of Directors
has no reason to believe that any of the persons named will be unable or
unwilling to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF ALL NOMINEES NAMED IN THE PROXY STATEMENT
4
Information With Respect to Nominees and Continuing Directors
The following table sets forth the names of nominees and continuing
Directors, their ages, a brief description of their recent business experience,
including occupations and employment, certain directorships held by each and the
year in which each became a Director of the Company.
Name and Principal Occupation at Expiration
Present and for the Past Five Years Director of Current Age at
Directorships Since Term 12/31/97
- ------------------------------------------------------------------------------------------------------------------
Nominees:
Park T. Adikes 1990 1998 66
Mr. Adikes is Chairman of the Board and Chief
Executive Officer of the Company and the Bank. He
has been a Director of the Bank since 1964 and
Chairman of the Bank since 1975. Mr. Adikes joined
the Bank in 1954 and became the Chief Executive
Officer of the Bank in 1970.
Richard M. Cummins 1998 1998 60
Mr. Cummins is a Director of the Company and
the Bank. In September 1997, Mr. Cummins retired as
a Partner of and remains a consultant to Coopers &
Lybrand LLP, an accounting and consulting firm, a
position he held from 1977. Mr. Cummins is the
President of Coopers & Lybrand Financial Advisors
LLC, a position he has held since 1996. He is also a
board member for The New York Mets, Nicklaus Golf
Equipment Co. and Thomson Industries. Mr. Cummins
is Chairman of the U.S. Luge Foundation, a member of
the Bar in New York and Arizona and a Certified
Public Accountant.
Richard W. Meyer 1990 1998 78
Mr. Meyer is a Director of the Company and has
been a Director of the Bank since 1963. He retired as
a director of USLife Income Fund, Inc. during 1991.
Arnold B. Pritcher 1990 1998 72
Mr. Pritcher is a Director of the Company and
has been a Director of the Bank since 1971. He is
President of International Gem Corporation, a
position he has held since 1950.
Continuing Directors:
Joseph C. Cantwell 1996 1999 67
Mr. Cantwell has been a Director of the
Company and the Bank since 1996. He retired as
Vice President of Bankers Trust Company in 1988.
Mr. Cantwell is currently a consultant to a number
of firms in the financial services industry.
Howard J. Dirkes, Jr. 1990 2000 66
Mr. Dirkes is a Director of the Company and has
been a Director of the Bank since 1972. He is the
President of Lo Temp Sales Corporation, an importer
and marketing distributor of commercial refrigeration
equipment, a position he has held since 1956.
5
Name and Principal Occupation at Expiration
Present and for the Past Five Years Director of Current Age at
Directorships Since Term 12/31/97
- ------------------------------------------------------------------------------------------------------------------
Cynthia Gibbons* 1997 2000 41
Ms. Gibbons is a Director of the Company and
the Bank. She is a Vice President of Koeppel Tener Real
Estate Services, Inc., a firm specializing in real estate
consulting, appraisal and due diligence services. Prior,
Ms. Gibbons was an Appraisal Associate for Chemical
Bank, and Vice President of J.A. Cowan & Associates,
Inc., a real estate valuation firm. Ms. Gibbons holds a
MBA and a MAI designation from the Appraisal Institute.
James E. Gibbons, Jr.* 1990 1999 80
Mr. Gibbons is a Director of the Company and
has been a Director of the Bank since 1963. He is
President of Sackman-Gibbons Associates, a real
estate consulting firm in East Meadow, New York.
He is also a Director of Eastern Realty Investment
Corporation.
Edward P. Henson 1990 1999 58
Mr. Henson is President and a Director of the
Company and the Bank and has served in both these
capacities since 1990. Mr. Henson served as the
Bank's Executive Vice President from 1987 to 1990.
Alfred F. Kelly 1990 2000 67
Mr. Kelly is a Director of the Company and has
been a Director of the Bank since 1971. He retired as
President of Canada Life Insurance Company of New
York in 1992, where he continues as a director.
Paul R. Screvane 1990 1999 83
Mr. Screvane is a Director of the Company
and has been a Director of the Bank since 1967. He
retired as Chairman and Chief Executive Officer of
Federal Metal Maintenance Inc. during 1992.
<FN>
* Cynthia Gibbons is the daughter of James E. Gibbons, Jr., both of whom are Directors of the Company.
</FN>
Meetings of the Board and Committees of the Board
During 1997, the Board of Directors of the Company held twelve regular
meetings. The Board of Directors of the Company meets monthly and may have
additional special meetings upon the request of one third of the Directors or
the Chairman. The Board of Directors of the Company maintains various committees
either at the Bank or Company level, including, but not limited to, the
Executive Committee, Audit Committee, Nominating Committee and Compensation
Committee, which are discussed below. All Directors of the Company attended more
than 75% of the aggregate of the total number of Board meetings held during
their term and the total number of committee meetings on which such Director
served during 1997, except Mr. Cummins, who was appointed to the Board of
Directors on November 13, 1997, and did not serve on any committee during 1997.
Executive Committee - The Executive Committee, comprised of Directors J.
Gibbons, Kelly, Meyer and Screvane, meets as needed and is authorized to act for
the Board between regular meetings with most powers of the Board. The Executive
Committee did not meet in 1997.
6
Audit Committee - The Audit Committee, comprised of Directors Kelly
(Chairman), Cantwell, Dirkes and C. Gibbons, meets on call and is responsible
for reviewing and reporting to the Board on the Company's financial condition
and reviewing the audit reports from its internal and independent auditors. The
Audit Committee held six meetings during 1997.
Nominating Committee - The Nominating Committee for the 1998 Annual
Meeting, comprised of Directors Adikes, Dirkes and J. Gibbons, reviews any
nominations to the Board of Directors made by stockholders of the Company and
recommends to the Board of Directors, nominees for election to the Board. The
Company's Bylaws also provide for stockholder nominations of Directors and
require such nominations to be made pursuant to timely written notice to the
Secretary of the Company. Such notice must contain all information relating to
the nominee required to be disclosed by the Company's Bylaws and by SEC
disclosure requirements. See "Additional Information - Notice of Business to be
Conducted at the Annual Meeting". The Nominating Committee met once for the
nominations discussed herein, for this Annual Meeting.
Compensation Committee - The Compensation Committee was comprised of
eight of the Company's outside Directors for 1997, including, Directors; J.
Gibbons (Chairman), Cantwell, Dirkes, C. Gibbons, Kelly, Meyer, Pritcher and
Screvane, who have never been employed by the Company or the Bank. The
Compensation Committee presents to the Board for ratification, the compensation
of the Company's Chief Executive Officer, and approves the compensation paid to
other senior executives. The Compensation Committee met once in 1997. See
"Report of the Compensation Committee on Executive Compensation".
PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
The Company's independent auditors for the year ended December 31, 1997,
were KPMG Peat Marwick LLP. The Company's Board of Directors has reappointed
KPMG Peat Marwick LLP to continue as independent auditors for JSB Financial for
the year ending December 31, 1998, subject to ratification of such appointment
by the stockholders. Representatives of KPMG Peat Marwick LLP are expected to
attend the Annual Meeting. They will be given an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions from stockholders present at the Annual Meeting.
Unless otherwise indicated, the shares represented by the enclosed Proxy
will be voted "FOR" ratification of KPMG Peat Marwick LLP as the independent
auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY
PROPOSAL 3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
At a regular meeting of the Board of Directors held on February 10,
1998, the Board of Directors unanimously adopted and agreed to recommend that
the Company's stockholders approve an amendment to the Company's Certificate of
Incorporation that would increase the number of authorized shares of Common
Stock of the Company from the 30,000,000 shares presently authorized to an
authorization of 65,000,000 shares. For the reasons set forth below, the Board
of Directors believes that this proposal is in the best interests of the Company
and its stockholders and recommends a vote "FOR" this proposal.
Paragraph A of Article Fourth of the Company's Certificate of
Incorporation states:
A. The total number of shares of all classes of stock which the Corporation
shall have authority to issue is forty-five million (45,000,000) consisting
of:
1. Fifteen million (15,000,000) shares of Preferred Stock, par value one
cent ($.01) per share (the "Preferred Stock"); and
2. Thirty million (30,000,000) shares of Common Stock, par value one cent
($.01) per share.
7
The proposed amendment would change Paragraph A of Article Fourth of the
Certificate of Incorporation to increase the total number of authorized shares
of all classes of stock to eighty million (80,000,000) and further provide that
sixty-five million (65,000,000) of such shares shall be shares of Common Stock.
The par value of the Common Stock will remain $.01 per share. The proposed
amendment is subject to the approval of stockholders of the Company by the
affirmative vote of a majority of the outstanding shares of Common Stock as of
the Record Date.
As of the Record Date, the Company had 30,000,000 shares of Common Stock
authorized, of which 9,882,547 were outstanding and 6,117,453 were held in the
Treasury. The Company has reserved 891,970 of such Treasury shares as available
for issuance upon the exercise of common stock options granted to directors,
officers and employees. Therefore, as of the Record Date, the Company had an
aggregate of 19,225,533 shares of the Common Stock (5,225,483 of the shares held
in Treasury and 14,000,000 shares authorized and unissued), available for other
corporate purposes. There were no shares of Preferred Stock outstanding as of
the Record Date and the proposed amendment will not affect the number of shares
of Preferred Stock authorized.
The Board of Directors considers the proposed increase in the number of
authorized shares desirable because it would provide the Board with the ability
to issue Common Stock in connection with potential stock dividends and splits,
acquisitions, financings, employee benefits and for other general corporate
purposes, should the Board determine to so consider these actions. If the
proposed amendment is approved by stockholders, the Board expects, subject to
market conditions, to consider a stock dividend or split and to make a
determination concerning the advisability of such a stock dividend or split;
however, no assurance can be given that any of the aforementioned actions will
be taken.
Each additional share of Common Stock authorized for issuance by the
passing of the proposed amendment would have the same rights and privileges as
each share of Common Stock currently authorized. The newly authorized shares of
Common Stock will not affect the rights, such as voting and liquidation rights,
of the currently authorized shares of Common Stock. Stockholders will not have
preemptive rights to purchase any subsequently issued shares of Common Stock.
Stockholders should note that certain disadvantages may result from the
authorization of additional shares of Common Stock. For example, the issuance of
a significant amount of Common Stock could have the effect of diluting earnings
per share and the market price per share and/or voting power of the holders of
Common Stock. Moreover, the ability of the Board of Directors to issue
additional shares of Common Stock without further stockholder approval may be
deemed to have an anti-takeover effect since unissued and unreserved shares of
Common Stock could be issued by the Board of Directors in circumstances that may
have the effect of delaying or preventing a change in control of the Company.
The proposed amendment to the Company's Certificate of Incorporation is not
being recommended in response to any specific effort of which the Company is
aware to obtain control of the Company and the Board of Directors does not
intend to issue any additional shares of Common Stock except on terms that it
deems in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
8
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 4, 1998, as to
shares of Common Stock beneficially owned by Directors, nominees named under
"Election of Directors" and "Named Executive Officers" (as defined on page 12,
herein) individually and by Executive Officers and Directors as a group.
Ownership information is based upon information furnished by the respective
individuals.
Shares of Common Stock Percent of
Name Beneficially Owned (1) Class (2)
---- -------------------------- -----------
Directors:
Park T. Adikes ........................................ 419,150 (3) 4.2%
Joseph C. Cantwell .................................... 13,400 (4) - (5)
Richard M. Cummins .................................... 200 (6) - (5)
Howard J. Dirkes, Jr. ................................. 51,201 (4) - (5)
Cynthia Gibbons ....................................... 10,200 (4) - (5)
James E. Gibbons, Jr. ................................. 63,201 (4) - (5)
Edward P. Henson ...................................... 126,753 (3) 1.3
Alfred F. Kelly ....................................... 28,701 (4) - (5)
Richard W. Meyer ...................................... 34,901 (4) - (5)
Arnold B. Pritcher .................................... 58,389 (4) - (5)
Paul R. Screvane ...................................... 41,516 (4) - (5)
Named Executive Officers:
Ronald C. Spielberger ................................. 75,835 (3) - (5)
John F. Bennett ....................................... 86,042 (3) - (5)
Thomas R. Lehmann ..................................... 44,667 (3) - (5)
All Executive Officers and Directors of the
Company as a group (20 persons) ...................... 1,341,062 (7) 7.9(8)
- ------------
<FN>
(1) Each person effectively exercises sole (or shared with spouse or other
immediate family member) voting and dispositive power as to shares reported.
Excluded are 193,723 shares held by a trust which was established for the
Benefit Restoration Plan (the "Restore Plan") in connection with the Company's
benefit plans. Shares held in this trust are voted at the direction of the
Employee Benefits Committee of the Bank's Board of Directors. The assets held by
the trust, including the Company's shares, are subject to the claims of the
general creditors of the Company and the Bank. The above table does not include
the 164,000 options granted to Executive Officers and Directors pursuant to the
1996 Stock Option Plan (the "1996 Option Plan"), on January 1, 1998, which
shares are not exercisable until they vest on July 1, 1998, as detailed in Notes
3, 4 and 6 below.
(2) The total number of shares of Common Stock outstanding on March 4, 1998 was
9,881,322.
(3) Includes 170,396, 32,000, 20,000, 49,293 and 20,000 shares for Messrs.
Adikes, Henson, Spielberger, Bennett and Lehmann, respectively, which may be
acquired through the exercise of stock options granted and exercisable under the
JSB Financial, Inc. 1990 and 1996 Stock Option Plans. Does not include 20,000,
16,000, 10,000, 10,000 and 10,000 options granted on January 1, 1998, to Messrs.
Adikes, Henson, Spielberger, Bennett and Lehmann, respectively, which vest on
July 1, 1998.
(4) Includes 13,000, 30,500, 9,000, 8,000, 20,500, 23,000, 25,500 and 33,000
shares for Directors Cantwell, Dirkes, C. Gibbons, J. Gibbons, Kelly, Meyer,
Pritcher and Screvane, respectively, which may be acquired through the exercise
of stock options granted and exercisable under the Company's stock option plans.
Does not include 4,000 options granted on January 1, 1998, which vest on July 1,
1998.
(5) Is less than 1.0% of the Company's voting securities, when rounded to the
nearest tenth.
(6) Does not include 4,000 options granted on January 1, 1998, which will vest
on July 1, 1998, nor 6,000 options granted on November 13, 1997, which vest on
May 13, 1998.
(7) Includes 563,565 shares subject to exercisable options.
(8) Percent calculated without regard to 563,565 shares subject to exercisable
options.
</FN>
9
DIRECTORS' COMPENSATION
Directors' Fees. During 1997, all Directors and the Director Emeritus of
the Bank received a fee of $1,000 for each monthly Board meeting attended and
for the Annual Meeting. All Directors, except those who are officers of the Bank
or the Company and the Director Emeritus, received a flat fee of $6,000 per
quarter. The Chairman of the Audit Committee received a flat annual fee of
$10,000 while members of that committee received a flat annual fee of $7,000. In
addition to the Chairman of the Bank's Mortgage Committee receiving an annual
fee of $10,000, the Chairman and the Bank's Mortgage Committee members received
a fee of $750 for each meeting attended. All members of the Bank's Community
Reinvestment Act Committee received a fee of $750 for each meeting attended. The
Chairman of the Bank's Employee Benefits Committee received an annual fee of
$2,500 while members received an annual fee of $1,500. The Chairman of the
Compensation Committee received a flat annual fee of $2,500 while members of the
Compensation Committee received a flat annual fee of $1,500.
Outside Directors' Consultation and Retirement Plan. Under the 1990
Jamaica Savings Bank FSB Outside Directors' Consultation and Retirement Plan
(the "Consultation Plan"), any Director who has served as an outside Director of
the Company or the Bank for 15 years is a participant in the Consultation Plan.
A consulting Director shall be paid his/her annual benefit under the
Consultation Plan in equal monthly installments for the lesser of (a) the number
of months which such participant has agreed to act as a consulting Director or
(b) one-half of the number of months such participant has served as an outside
Director for the Bank up to a maximum of 120 months. The annual benefit shall be
an amount equal to the Director's retainer fee and the fees payable for
attendance at 12 regular Directors' meetings determined as of the participant's
termination date.
The 1990 Stock Option Plan for Outside Directors. Under the JSB
Financial, Inc. 1990 Stock Option Plan for Outside Directors (the "1990
Directors' Option Plan"), certain outside Directors were granted, effective June
27, 1990, non-statutory stock options to purchase 25,000 shares of Common Stock.
In addition, the active Director Emeritus was granted non-statutory stock
options to purchase 10,000 shares of Common Stock. The exercise price per share
of each option granted under the 1990 Directors' Option Plan is $10.00 per
share. The remaining 146,750 unexercised options granted under the 1990
Directors' Option Plan were exercisable at December 31, 1997. There were no
options available for grant under the 1990 Directors' Option Plan during 1997.
The 1996 Option Plan. Under the 1996 Option Plan, on an annual basis,
each member of the Board of Directors, who is neither an officer nor an employee
of the Company or the Bank, is granted nonstatutory common stock options to
purchase 4,000 shares of the common stock, each active Director Emeritus is
granted 2,000 options and individuals who first become directors are granted
between 6,000 and 9,000 options, the amount of which is determined by the
calendar quarter during which the appointment to the Board is made. On January
1, 1997, members of the Board of Directors and the active Director Emeritus of
the Company were granted options to purchase an aggregate of 34,000 shares (with
dividend equivalent rights ("DERs") discussed below) at an exercise price of
$38.00, (the market closing price of the Company's Common Stock on the business
day prior to grant). These options became exercisable on July 1, 1997. During
1997, there were two additional grants from the 1996 Option Plan as a result of
the Company adding two new members to its Board of Directors. On March 11, 1997,
9,000 options were granted at an exercise price of $40.750, which became
exercisable on September 11, 1997. On November 13, 1997, 6,000 options were
granted at an exercise price of $47.875, and will become exercisable on May 13,
1998. See Stock Ownership of Management, on page 8, herein. Simultaneously with
the grant of options, "limited rights" with respect to the shares covered by the
options were granted. These limited rights are subject to terms and conditions
and can be exercised only in the event of a change in control, as defined in the
1996 Option Plan, of the Company. Upon the exercise of a limited right, the
holder shall receive from the Company a cash payment equal to the difference
between the exercise price of the option and the fair market value of the
underlying shares of Common Stock. The Company amended the 1996 Option Plan, as
originally adopted, to allow for the cash payment for the DER to option holders
rather than have the DER reduce the exercise price of the option. This change
separated the cost of the DER from the cost of the option, and is expected to
result in less expense volatility. The option period for each option grant will
expire no later than ten years from the date of the grant.
10
Directors' Stock Program. To further align the outside Directors' interest
with those of the Company's stockholders, on December 9, 1997, the Board of
Directors of the Company authorized the issuance of up to 20,000 shares of the
Company's Common Stock to the Company's non-employee directors, pursuant to the
Jamaica Savings Bank FSB Directors' Stock Program (the "Directors' Stock
Program"). Pursuant to the Directors' Stock Program, each December, the Chairman
of the Board will determine and recommend for approval by the Board, the rate of
annual retainer to be paid to each outside Director for the next succeeding
calendar year. Unless the Board shall elect otherwise, one third (1/3) of the
annual rate of outside Director's fees will be paid to each outside Director in
shares of Common Stock effective as of January 1st and the balance of the fees
will be paid in cash, in three installment payments, on April 1st, July 1st and
October 1st in such dollar amounts to be determined and approved by resolution
of the Board. Payment of outside Director's fees in shares of Common Stock will
be accomplished through the Company's issuance of shares of Common Stock having
a fair market value, determined as of December 31st, equal to one third (1/3) of
the rate of the annual retainer payable to each Director. Directors do not have
the option to receive cash rather than stock in payment of the portion of their
fees subject to the Directors' Stock Program. The maximum number of shares to be
issued to any eligible Director during 1998 is not expected to exceed 200
shares.
EXECUTIVE COMPENSATION
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to the Company's Chief Executive Officer and other Executive Officers of the
Company. The disclosure requirements for the Chief Executive Officer and other
Executive Officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental compensation decisions
affecting those individuals. The members of the Compensation Committee of the
Board of Directors of the Company also serve as the Compensation Committee of
the Bank. In fulfillment of this requirement, the executive compensation
committee of the Bank (the "Compensation Committee"), at the direction of the
Company's Board of Directors has prepared the following report for inclusion in
this Proxy Statement.
Report of the Compensation Committee on Executive Compensation
All Executive Officers of the Company also serve as Executive Officers
of the Bank. Such Executive Officers receive compensation for their services to
the Bank and do not receive cash compensation from the Company. The Compensation
Committee of the Board of Directors of the Bank is responsible for establishing
the compensation levels and benefits for Executive Officers of the Bank. For
1997, all independent outside Directors, except Mr. Cummins, who was appointed
to the Board of Directors on November 13, 1997, were members of the Compensation
Committee. The Compensation Committee is also responsible for establishing the
policies which govern employee annual compensation and stock ownership programs.
The compensation structure is aimed at establishing levels of compensation
designed to reward performance and to retain and provide incentive to the
Company's Executive Officers. The Compensation Committee believes that any
compensation in excess of $1.0 million to Executive Officers is not expected to
result in any significant loss of tax benefits to the Company.
Each Executive Officer has an employment agreement with the Bank, that has
been guaranteed by the Company. See "Employment Agreements". The Compensation
Committee approves any perquisites to Executive Officers.
Base Salaries and Performance Bonuses. In determining salary levels of
the Executive Officers, the Compensation Committee considers the entire
compensation package, including stock plans. Rather than establishing specific
performance goals, salary levels and performance bonuses are aimed at reflecting
the overall financial performance of the Company and the performance of each
Executive Officer over time, which evaluation is subjective. The Compensation
Committee reviews various published surveys of compensation paid to executives
performing similar duties for financial institutions and their holding
companies, with focus placed on financial institutions in the Bank's market
area. Thus, the peer group utilized for comparison of compensation includes
some, but not all, of the companies included in the peer group for the Stock
Performance Graph. While salary levels are not targeted to correspond to any
high, median or low end of the companies surveyed, these surveys serve as a
guide for the Compensation Committee in determining salary levels. In December
of each year, the Compensation Committee determines the level of salary
adjustment, if any, to take effect on January 1 of the following year for all
officers of the Bank.
11
Performance bonuses, if any, are based on a combination of a percentage
of salary and dollar amounts, and at the discretion of the Compensation
Committee, may vary. The Compensation Committee granted a midyear performance
bonus to all employees, including Executive Officers based on 5.0% of annual
salary. In addition, a year end performance bonus was granted to all employees,
including Executive Officers, except Mr. Adikes and Mr. Henson, based on 15.0%
of annual salary. Mr. Adikes received a year-end performance bonus of $250,000
or 35.7% of his 1997 salary and Mr. Henson received a year-end performance bonus
of $75,000 or 20.0% of his 1997 salary.
Stock Programs. The Board of Directors of JSB Financial, Inc., the
Compensation Committee and management believe that significant employee stock
ownership is a major incentive in maximizing Company profitability and
therefore, aligning the interests of employees and stockholders. Therefore, the
Company sponsors an ESOP and has implemented stockholder approved Option Plans.
Contributions to the ESOP are currently based on approximately 6% of employees'
base salary.
On January 1, 1997, 126,000 options were granted under the 1996 Option
Plan to all Executive Officers as a group. Such options were granted at the
closing market price of the Common Stock, as of December 31, 1996, of $38.00.
These options became exercisable on July 1, 1997, six months from the date of
grant. Stock options under such plan were allocated by the Employee Benefits
Committee of the Bank, on a discretionary basis, after considering the practices
of other financial institutions, as verified by external surveys, and reviewing
the Executive Officers' level of responsibility and contributions to the Company
and the Bank. See "Option/SAR Grants in 1997". All options granted under the
1996 Option Plan will expire no later than ten years from the date on which the
option was granted. The Compensation Committee considers prior grants when
determining stock compensation.
Compensation. In determining salary level and performance bonuses for
Mr. Adikes, the Compensation Committee reviews indicators of the Company's
financial strength, efficiency, and profitability. The Compensation Committee
exercises its judgment and discretion, rather than attempting to set absolute
targets for any of the ratios reviewed in connection with the above indicators,
in determining salary and/or performance bonus.
Mr. Adikes' 1997 salary of $700,000 and total performance bonuses of
$285,000 have continued at the same level since 1994. Mr. Adikes 1997 total
bonuses were comprised of a $250,000 special year-end performance bonus and a
$35,000 midyear performance bonus. The Compensation Committee determined Mr.
Adikes' performance bonus based on the criteria discussed above which
encompassed his overall performance. The Compensation Committee believes the
placement of Mr. Adikes' salary and performance bonus at the high end of
salaries of the companies surveyed, as supported by evaluation of his services
and performance, is appropriate and in the best interest of our stockholders.
The 1997 Compensation Committee:
James E. Gibbons, Jr. - Chairman
Joseph C. Cantwell
Howard J. Dirkes, Jr.
Cynthia Gibbons
Alfred F. Kelly
Richard W. Meyer
Arnold B. Pritcher
Paul R. Screvane
12
Summary Compensation Table
The following table sets forth the compensation paid by the Bank for
services rendered during the three years ended December 31, 1997, 1996 and 1995,
respectively, to the Chief Executive Officer and the four highest paid Executive
Officers who received more than $100,000 in salary and bonus (the "Named
Executive Officers"). JSB Financial has not paid any compensation other than
through the Bank.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Restricted Underlying All Other
Stock Options/ Compensa-
Name and Principal Position Year Salary Bonus Awards(1) SARs(#)(2) tion(3)
- --------------------------- ---- ------ ----- --------- ---------- ----------
Park T. Adikes 1997 $700,000 $285,000 - 20,000 $320,932
Chairman of the Board, Chief 1996 700,000 285,000 - 20,000 263,932
Executive Officer and Director 1995 700,000 285,000 $54,622 - 210,050
Edward P. Henson 1997 375,000 93,750 - 16,000 72,324
President and Director 1996 350,000 77,500 - 16,000 61,584
1995 325,000 76,250 9,223 - 55,101
Ronald C. Spielberger 1997 122,000 24,400 - 10,000 16,975
Senior Vice President 1996 115,000 23,000 - 10,000 13,738
1995 110,000 22,000 7,687 - 13,061
John F. Bennett 1997 119,000 23,800 - 10,000 17,476
Senior Vice President 1996 115,000 23,000 - 10,000 15,102
1995 110,000 22,000 7,992 - 14,230
Thomas R. Lehmann 1997 103,000 20,600 - 10,000 8,733
Senior Vice President 1996 97,000 19,400 - 10,000 7,476
1995 87,000 17,400 2,597 - 7,448
<FN>
(1) On April 11, 1995, awards were made from the Bank Recognition and Retention
Plans and Trusts ("BRRPs") consisting primarily of forfeited shares. The value
of shares awarded and immediately vested during 1995 under the BRRPs plus
accrued dividends and interest totaled $55,222, $9,325, $7,771, $8,080, and
$2,626 for Messrs. Adikes, Henson, Spielberger, Bennett and Lehmann,
respectively, at December 31, 1995. At December 31, 1995, all shares awarded
pursuant to the BRRPs were vested. The BRRPs were terminated during 1995.
(2) All options presented in the table below were exercisable prior to December
31, 1997.
(3) Items included in other compensation for 1997 pertain to the following
items: (i) ESOP; $7,500, $12,768, $9,713, $9,513 and $8,211 for Messrs. Adikes,
Henson, Spielberger, Bennett and Lehmann, respectively, (ii) the Restore Plan in
connection with the ESOP; $266,733, $45,206, $5,156 and $5,857 for Messrs.
Adikes, Henson, Spielberger and Bennett, respectively, (iii) the Restore Plan in
connection with the Incentive Savings Plan ("ISP"); $30,188 for Mr. Adikes, (iv)
life insurance premiums; $3,511, $1,350, $2,106, $2,106 and $522 for Messrs.
Adikes, Henson, Spielberger, Bennett and Lehmann, respectively, and (v)
Director's Fees; $13,000 each to Messrs. Adikes and Henson.
</FN>
13
Employment Agreements. The Bank and the Company maintain employment
agreements with Messrs. Adikes, Henson and Spielberger and the Bank maintains
employment agreements with Messrs. Bennett and Lehmann. The original employment
agreements each provided for a three-year term. Commencing on the first
anniversary date and continuing each anniversary date thereafter, the agreements
extend for an additional year so that the remaining terms shall be three years,
provided, however, that the Board of Directors has determined to renew the
agreements. The agreements provide that the base salary of the executive will be
reviewed annually. In addition to the base salary, the agreements provide for,
among other things, disability pay, participation in stock benefit plans and
other fringe benefits applicable to executive personnel. The agreements provide
for termination by the Bank or the Company for cause at any time. In the event
the Bank or the Company chooses to terminate the executive's employment for
reasons other than for cause, or in the event of the executive's resignation
from the Bank and the Company upon (i) failure to reelect the executive to
his/her current office or board membership, (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of his/her
principal place of employment, (iii) liquidation or dissolution of the Bank or
the Company, or (iv) a breach of the agreement by the Bank or the Company, or if
termination, voluntary or involuntary, results from a change in control, as
defined in the employment agreements ("Change in Control"), of the Bank or the
Company, the executive or, in the event of death, his/her beneficiary, would be
entitled to a severance payment equal to the greater of the payments due for the
remaining term of the agreement or three times his/her average annual
compensation over the past three years of employment with the Bank. The
agreements also provide for a lump sum cash payment for the executive's life,
medical, dental and disability coverage for the remaining unexpired term of the
agreements, however, if termination is due to a Change in Control, then the
executive is entitled to a lump sum cash payment for the benefits covering 36
months. Payments to the executive under the Bank's agreements are guaranteed by
the Company.
Payments under the employment agreements, in the event of a Change in
Control, including other payments that might be made as a result of a Change in
Control, may constitute an excess parachute payment under Section 280G of the
Internal Revenue Code (the "Code") of 1986, as amended, resulting in the
imposition of an excise tax on the recipient and denial of a tax deduction for
such excess amounts to the Company and the Bank. If any amounts payable in
connection with a Change in Control are determined to be "excess parachute
payments" under Section 280G of the Code resulting in the imposition of the 20%
excise tax on such payments under Section 4999 of the Code, each officer will
receive from the Company an additional amount, a gross up amount (which amount
is included in the payments under the employment agreements indicated below)
such that the effect of the imposition of that excise tax is effectively
eliminated.
These agreements provide for an annual base salary to be paid in 1998 by
the Bank or the Company in lieu of the Bank of $700,000, $400,000, $135,000,
$125,000 and $115,000 to Messrs. Adikes, Henson, Spielberger, Bennett and
Lehmann, respectively. Based upon current compensation which includes salary,
bonuses and benefits under employee benefit plans, including tax gross up
amounts, payments pursuant to these agreements upon a Change in Control would be
approximately $3,278,143, $2,060,664, $671,604, $645,065 and $557,517 to Messrs.
Adikes, Henson, Spielberger, Bennett and Lehmann, respectively. Actual required
payments in the event of a future Change in Control, based on calculations under
the agreements at the time, could vary significantly from such amounts. In
addition to the above payments, the gross up for the acceleration of stock
options would also be payable; however, such amounts would be affected by the
market value of the Company's Common Stock at the time such acceleration, if
any, may be triggered.
Stock Option Plans. The Company maintains two option plans, the 1990
Option Plan and the 1996 Option Plan. During 1996, the Company's stockholders
approved the 1996 Option Plan. No awards were granted under the 1990 Option Plan
during 1996.
14
OPTION/SAR* GRANTS IN 1997
The following table shows all grants of options under the JSB Financial,
Inc. 1996 Option Plan to the Named Executive Officers during 1997 and contains
certain information about the present value of the option on the date of grant.
Individual Grants
---------------------------------------------------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Executive Base price Expiration Present
Name Granted (1) Officers (2) Per Share Date Value (3)
- ---- ------------ ------------ --------- ---------- ----------
Park T. Adikes 20,000 15.87% $38.00 12/31/06 $164,600
Edward P. Henson 16,000 12.70 38.00 12/31/06 131,680
Ronald C. Spielberger 10,000 7.94 38.00 12/31/06 82,300
John F. Bennett 10,000 7.94 38.00 12/31/06 82,300
Thomas R. Lehmann 10,000 7.94 38.00 12/31/06 82,300
- ------------
<FN>
*SAR - Stock appreciation rights.
(1) All options granted on January 1, 1997 were granted at an exercise price of
$38.00, the market closing price of the Company's Common Stock on the business
day before grant. The option period during which an individual may exercise such
option will generally commence six months after the date of grant and expire no
later than ten years from the date of the grant. Options granted under the 1996
Option Plan provide for limited rights and DERs, as more fully discussed under
Directors' Compensation - The 1996 Option Plan on page 9, herein.
(2) Based upon a total of 126,000 options granted to Executive Officers during
1997. There were no options granted to employees other than Executive Officers
during 1997.
(3) In accordance with SEC rules, the Black-Scholes option pricing model was
chosen to estimate the grant date present value of the options set forth in this
table. The stock option value of $8.23 was determined based on the following
assumptions: volatility rate of 20.9%; risk-free interest rate of 6.28%;
historic annual dividend yield on underlying stock of 3.63%; estimated option
term of six years.
</FN>
15
The following table shows options exercised by Named Executive Officers
during 1997, including the aggregate value of gains on the date of exercise and
certain information with respect to the number of shares of Common Stock
represented by outstanding options held by such persons as of December 31, 1997.
Also reported are the values of "in-the-money" options which represent the
positive spread between the exercise price of any such existing stock options
and the year end price of the Common Stock of $50.0625.
AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR
ENDED DECEMBER 31, 1997 AND YEAR-END OPTION/SAR VALUES
Number of Value of Unexercised In-the-
Shares Underlying Securities Money Options/SARS
Acquired Value Options/SARs at Year-End(#) at Year-End (1)
Name on Exercise(#) Realized(2) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ----------- ----------- ------------- ----------- -------------
Park T. Adikes - $ - 170,396 - $5,833,990 $ -
Edward P. Henson - - 32,000 - 488,000 -
Ronald C. Spielberger - - 20,000 - 305,000 -
John F. Bennett - - 49,293 - 1,478,551 -
Thomas R. Lehmann 6,400 220,800 20,000 - 305,000 -
- ------------
<FN>
(1) Options are subject to limited rights pursuant to which the options, to the
extent outstanding for at least six months, may be exercised in the event of a
Change in Control of the Company or the Bank. Upon the exercise of limited
rights, the optionee would receive cash payments equal to the difference between
the exercise price of the related option on the date of the grant and the fair
market value of the underlying shares of Common Stock on the date the limited
rights are exercised.
(2) Market value of underlying securities at exercise, minus the exercise price
of $10.00 per share pursuant to the 1990 Option Plan. No options granted
pursuant to the 1996 Option Plan were exercised.
</FN>
16
Stock Performance Graph
The following graph, which is required by the SEC, compares the
Company's five-year cumulative return to stockholders (stock price appreciation
plus dividends) from December 31, 1992 through December 31, 1997, with the
return for the New York Stock Exchange (the "NYSE"), the Nasdaq Stock Market and
an index of performance for peer group companies, as compiled by Media General
Financial Services. Effective August 7, 1997, the Company's Common Stock began
trading on the NYSE. Prior to listing on the NYSE, the Company's Common Stock
was listed on the Nasdaq Stock Market. Therefore, in the future, for purposes of
the stock performance graph, the Company intends to present the NYSE Market
Index in lieu of the Nasdaq Stock Market Index. The performance of the peer
group, the NYSE and the Nasdaq National Market include the impact of stock price
run-ups resulting from acquisition activity. In addition, the significant volume
of initial public stock offerings made by financial institutions and the price
escalations that generally followed, further skew the return data in favor of
the peer group and the broad market indexes presented.
JSB FINANCIAL, INC.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
JSB Financial, Inc., The NYSE Market Index, The Nasdaq Stock Market Index, and Peer Group Index
Years Ending December 31,
(Performance Graph)
- -----------------------------------------------------------------------------------------------------------------------
1992* 1993 1994 1995 1996 1997
----- ---- ---- ---- ---- ----
JSB Financial Inc. 100.00 112.93 119.50 164.62 204.91 278.92
The NYSE Market
Index 100.00 113.54 111.33 144.36 173.90 228.78
Media General S&L
Peer Group Index (1) 100.00 124.00 118.78 188.13 245.52 412.81
The Nasdaq Stock
Market Index 100.00 119.95 125.94 163.35 202.99 248.30
- -----------------------------------------------------------------------------------------------------------------------
<FN>
*Assumes $100.00 invested on December 31, 1992.
(1) The peer group, as compiled by Media General Financial Services, consists of
all thrifts publicly traded on the NYSE, American Stock Exchange and the Nasdaq
Stock Market at December 31, 1997.
</FN>
17
Pension and Pension Restoration Plan. The Bank maintains the Retirement
Plan of Jamaica Savings Bank FSB (the "Retirement Plan"), a defined benefit plan
for eligible employees of the Bank. In addition, the Bank maintains the Restore
Plan, an unfunded non-qualified plan, to compensate participants in any of the
Bank's qualified plans for benefits which would have accrued under such plans
absent the limitations of Sections 415 and 401(a)(17) of the Code. As of
December 31, 1997 all of the Named Executive Officers were eligible to
participate in the Restore Plan, but only Messrs. Adikes and Henson had accrued
supplemental pension benefits thereunder. Estimated annual benefits payable
under the Retirement Plan and the supplemental retirement benefits payable
pursuant to the Restore Plan, are reflected in the following table. The
supplemental retirement benefit payable under the Restore Plan is determined
upon the participant's retirement and will be paid in the manner designated by
the retiree.
The following table sets forth, in straight life annuity amounts, the
estimated annual benefits payable upon retirement at age 65 in calendar year
1997, expressed in the form of a single life annuity, in the final average
salary and creditable service classifications specified.
PENSION AND PENSION RESTORATION PLAN TABLE
------------------------------------------
Years of Service
----------------
Remuneration 15 20 25 30 35(1)
- ------------ ----------------------------------------------------------------------------------
$ 25,000 $ 5,300 $ 7,100 $ 9,600 $ 12,100 $ 14,600
50,000 12,400 16,500 21,500 26,500 30,000
75,000 19,900 26,500 34,000 41,500 45,000
100,000 27,400 36,500 46,500 56,500 60,000
150,000 42,400 56,500 71,500 86,500 90,000
200,000(3) 57,400 76,500 96,500 116,500 120,000
250,000(3) 72,400 96,500 121,500 146,500(2) 150,000(2)
300,000(3) 87,400 116,500 146,500(2) 176,500(2) 180,000(2)
350,000(3) 102,400 136,500(2) 171,500(2) 206,500(2) 210,000(2)
400,000(3) 117,400 156,500(2) 196,500(2) 236,500(2) 240,000(2)
500,000(3) 147,400(2) 196,500(2) 246,500(2) 296,500(2) 300,000(2)
600,000(3) 177,400(2) 236,500(2) 296,500(2) 356,500(2) 360,000(2)
700,000(3) 207,400(2) 276,500(2) 346,500(2) 416,500(2) 420,000(2)
800,000(3) 237,400(2) 316,500(2) 396,500(2) 476,500(2) 480,000(2)
- ------------
<FN>
(1) The maximum benefit under the Retirement Plan's formula is 60% of final
average salary.
(2) These are hypothetical benefits based upon the Retirement Plan's normal
benefit formula. The maximum annual benefit permitted under Section 415 of the
Code for 1997 was $125,000, or, if higher, a participant's current accrued
benefit as of December 31, 1982 (but not more than $136,425). The $125,000
ceiling will be adjusted for increases in the cost of living in $5,000
increments in 1998 and succeeding years. The Bank maintains a non-qualified
Restore Plan for the purpose of providing the benefits that would normally be
paid under the Retirement Plan, but are precluded from being paid due to this
limitation.
(3) The maximum annual salary permitted under the Code for 1997 was $160,000.
Benefits accrued as of December 31, 1993 on the basis of compensation limits
prior to 1994 are preserved. The $160,000 compensation limitation will be
adjusted for increases in the cost of living in $10,000 increments in 1998 and
succeeding years. The Bank maintains a non-qualified Restore Plan for the
purpose of providing the benefits that would normally be paid under the
Retirement Plan, but are precluded from being paid due to this limitation.
</FN>
18
Compensation utilized for the pension formula is the average of the highest
salaried three consecutive years of creditable service. For 1997, the final
average annual salary for the Named Executive Officers was based on the salaries
presented in the "Summary Compensation Table" for 1997, 1996 and 1995. The
resulting average salaries are as follows: Mr. Adikes, $700,000; Mr. Henson,
$350,000; Mr. Spielberger, $115,667; Mr. Bennett, $114,667 and Mr. Lehmann,
$95,667. Benefit amounts are not subject to any deduction for Social Security
benefits or other offset amounts.
The following table sets forth the years of creditable service as of
December 31, 1997 for each of the individuals named in the compensation table.
Creditable Service
------------------
Years Months
-----------------------
Park T. Adikes ......................... 43 1
Edward P. Henson ....................... 37 7
Ronald C. Spielberger .................. 38 7
John F. Bennett ........................ 37 11
Thomas R. Lehmann ...................... 28 3
Indebtedness of Management and Transactions With Certain Related Persons
All loans or extensions of credit to Executive Officers and Directors
are made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral as those prevailing at the time, for
comparable transactions with other persons and do not involve more than the
normal risk of repayment or present other unfavorable features.
ADDITIONAL INFORMATION
Stockholder Proposals for 1999 Annual Meeting
To be considered for inclusion in the Proxy Statement and proxy relating
to the Annual Meeting of Stockholders to be held in 1999, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
first page of the Proxy Statement, not later than November 27, 1998. Any such
proposal will be subject to 17 C.F.R. Section 240.14a-8 of the Rules and
Regulations of the SEC.
Notice of Business to be Conducted at the Annual Meeting
The Bylaws of the Company provide an advance notice procedure for
certain business to be brought before an annual meeting. In order for a
stockholder to properly bring business before an annual meeting, the stockholder
must give written notice to the Secretary of the Company not less than ninety
(90) days before the time originally fixed for such meeting; provided, however,
that in the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the annual
meeting was mailed or such public disclosure was made. The notice must include
the stockholders' name and address, as it appears on the Company's record of
stockholders, a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, the class and number of shares of the Company's capital stock that are
beneficially owned by such stockholder and any material interest of such
stockholder in the proposed business.
19
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at this Annual Meeting, you are
urged to return your proxy promptly or use the telephone voting system. If you
are present at this Annual Meeting and wish to vote your shares in person, your
proxy may be revoked upon request.
A COPY OF THE FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997, AS FILED
WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, JSB FINANCIAL, INC., 303 MERRICK
ROAD, LYNBROOK, NEW YORK 11563.
By Order of the Board of Directors
JOANNE CORRIGAN
Secretary
Lynbrook, New York
March 27, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR
NOT YOU HAD PLANNED TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PAID
ENVELOPE OR USE THE TELEPHONE VOTING SYSTEM.
- --------------------------------------------------------------------------------
LONG ISLAND MARRIOTT
HOTEL AND CONFERENCE CENTER
101 JAMES DOOLITTLE BOULEVARD
UNIONDALE, NEW YORK 11553
(516) 794-3800
From Manhattan and Points West:
Midtown Tunnel to Long Island Expressway (Route 495) East to Exit 38
Northern State Parkway to Exit 31A Meadowbrook Parkway South to Exit M4 West,
Hempstead Turnpike (Route 24W) continue 100 yards to Hotel on right.
From Eastern Long Island (North Shore):
Long Island Expressway (Route 495) West to Exit 42 Northern State Parkway
to Exit 31A Meadowbrook Parkway South to Exit M4 West, Hempstead Turnpike (Route
24W) continue 100 yards to Hotel on right.
or alternatively:
Long Island Expressway (Route 495) West to Exit 39 Glen Cove Road South to Old
Country Road. Turn left (East) one mile to Merrick Avenue. Turn right to
Hempstead Turnpike (Route 24). Turn right, Hotel is 200 yards on the right.
From Eastern Long Island (South Shore):
Sunrise Highway to Southern State Parkway to Exit 22N. Meadowbrook Parkway
North to Exit M4 Hempstead Turnpike West (Route 24W). Follow road to Hempstead
Turnpike, Hotel is 100 yards on the right.
From Kennedy Airport:
JFK Expressway East to Belt Parkway East (becomes Southern State Parkway at
Nassau County border) Southern State Parkway East to Exit 22N Meadowbrook
Parkway North to Exit M4 Hempstead Turnpike West (Route 24). Follow road to
Hempstead Turnpike, Hotel is 100 yards on the right.
From Laguardia Airport:
Grand Central Parkway (Eastern L.I.) becomes the Northern State Parkway at
Nassau County border to Exit 31A Meadowbrook Parkway South to Exit M4 West,
Hempstead Turnpike (Route 24W) continue 100 yards to Hotel on right.
From Hempstead Turnpike (West to East):
Just past Hofstra University, make a left onto Earl Ovington Boulevard.
Follow road around the Nassau Coliseum, right onto James Doolittle Boulevard.
Hotel will be on the right.
JSB FINANCIAL, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
-------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 12,1998
10:00 A.M.
----------
The undersigned hereby appoints the official proxy committee of the
Board of Directors of JSB Financial, Inc. (the "Company") consisting of James E.
Gibbons, Jr., Edward P. Henson and Alfred F. Kelly, each with full power of
substitution, to act as attorneys and proxies for the undersigned, and to vote
all shares of Common Stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders (the "Annual Meeting"), to be
held at the Long Island Marriott Hotel and Conference Center, 101 James
Doolittle Boulevard, Uniondale, New York 11553, on May 12, 1998 at 10:00 a.m.,
and at any and all adjournments thereof.
This proxy is continued on the reverse side.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Call toll free 1-800-840-1208 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
postage-paid envelope.
PLEASE VOTE
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR Proposals 1, 2 and 3. If any other
matters to be voted on are presented at the Annual Meeting, this proxy will be
voted by those named in this proxy in their best judgment. At the present time,
the Board of Directors knows of no other matters to be voted on at the Annual
Meeting.
Please mark your votes as indicated in this example X
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 and 3.
VOTE
FOR WITHHELD
Proposal 1. Election as directors of all nominees
listed (except as marked to the contrary below). ___ ___
1. Park T. Adikes
2. Richard M. Cummins
3. Richard W. Meyer
4. Arnold B. Pritcher
Instruction: To withhold your vote for any individual nominee,
write that nominee's name on the line provided below.
- -------------------------------
Proposal 2. Ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the year ending December 31, 1998.
FOR AGAINST ABSTAIN
--- --- ---
Proposal 3. Approval of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common Stock from
30,000,000 shares to 65,000,000 shares.
FOR AGAINST ABSTAIN
--- --- ---
PLEASE CAST YOUR VOTE BY TELEPHONE AS INSTRUCTED BELOW OR COMPLETE, DATE, SIGN
AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting and of a Proxy Statement dated March
27, 1998.
WILL ATTEND MEETING ___
Signature(s) __________________________________________ Date _____________
NOTE: Please sign exactly as your name appears on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
- --------------------------------------------------------------------------------
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BEOW
VOTE BY TELEPHONE
QUICK - EASY - TOLL FREE - 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.
You will be asked to enter a Control Number which is located in the box in the
lower right hand corner of this form.
OPTION #1:
To vote as the Board of Directors recommends on All proposals:Press 1.
When asked, please confirm your vote by Pressing 1.
OPTION #2:
If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
Proposal 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.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm your vote by pressing 1.
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY PHONE
Call Toll Free Anytime From a Touch Tone Telephone
1-800-840-1208
There is NO CHARGE to you for this call
JAMAICA SAVINGS BANK FSB
EMPLOYEE STOCK OWNERSHIP PLAN
VOTE AUTHORIZATION FORM
I, the undersigned, acknowledge that Marine Midland Bank is the Trustee and the
holder of record and custodian of the shares of JSB Financial, Inc. (the
"Company") common stock under the Jamaica Savings Bank FSB Employee Stock
Ownership Plan and Trust (the "ESOP"). I understand that the above number of
shares of Company stock have been allocated to me as of 12/31/97. Further, I
understand that my voting instructions are solicited on behalf of the Company's
Board of Directors for the Annual Meeting of Stockholders on May 12, 1998.
Accordingly, I direct the Trustee to vote my shares as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 and 3.
FOR VOTE WITHHELD
(1) The election as Directors of all nominees
listed except as marked to the ----- -----
contrary below).
Park T. Adikes
Richard M. Cummins
Richard W. Meyer INSTRUCTION: To withhold your
Arnold B. Pritcher vote for any individual nominee,
write that nominee's name(s) on
the line provided below.
--------------------------------
(2) The ratification of KPMG Peat Marwick as
independent auditors of the Company for
the fiscal year ending December 31, 1998.
FOR AGAINST ABSTAIN
----- ----- -----
(3) The approval of an amendment to the
Company's Certificate ofIncorporation
increasing the number of authorized shares
of Common Stock from 30,000,000 to
65,000,000 shares. FOR AGAINST ABSTAIN
----- ----- -----
The ESOP Trustee is hereby authorized to vote my shares as indicated above. I
understand that if I sign this form without indicating specific instructions, my
shares will be voted as unallocated shares. I understand that my voting
instructions will be confidential.
-------------------
Signature
- --------- -------------------
Date Print your name
Please date, sign and submit this form to Marine Midland Bank in the enclosed
postage paid envelope by April 20, 1998.
TO: Participants in the Jamaica Savings Bank FSB Employee
Stock Ownership Plan (the "ESOP")
FROM: John J. Conroy, for the ESOP Plan Administrator
RE: Vote Authorization Form
DATE: March 27, 1998
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Jamaica Savings Bank FSB (the "Bank") instituted an Employee Stock Ownership
Plan in connection with its conversion from the mutual to the stock form of
organization and the formation of its holding company, JSB Financial, Inc. (the
"Company").
As you know, shares of Company stock have been allocated to your ESOP account on
an annual basis. You have the right to vote these shares in your account
concerning the matters that come before the Annual Meeting of Stockholders on
May 12, 1998.
Attached you will find a Vote Authorization Form, an Annual Report and a Proxy
Statement in connection with the Annual Meeting. The management of the Bank
requests that you read this material and complete and sign the Vote
Authorization Form. We urge you to forward your response to the Trustee of the
ESOP who will be voting the Shares held by the ESOP. All replies should be
mailed directly to the Trustee, Marine Midland Bank, Trust & Investment
Management Group, 140 Broadway, 11th Floor, New York, N. Y. 10269-0080 by April
20, 1998 using the postage paid envelope provided. Your Vote Authorization Form
will be held confidential.
JAMAICA SAVINGS BANK FSB
INCENTIVE SAVINGS PLAN
VOTE AUTHORIZATION FORM
I understand that my proportionate interest in the JSB Stock Fund ("Fund D") of
the Jamaica Savings Bank FSB Incentive Savings Plan (the "Plan") is as stated
above. I further understand that I have the right to direct Bankers Trust
Company, the Trustee of the Plan, to vote my proportionate interest in Fund D.
I have been advised that my voting instructions are solicited on behalf of the
Board of Directors of JSB Financial, Inc. (the "Company") for the Annual Meeting
of Stockholders on May 12, 1998.
Accordingly, I direct the Trustee, to vote my Plan Shares as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 and 3.
FOR VOTE WITHHELD
(1) The election as Directors of all nominees
listed except as marked to the ----- -----
contrary below).
Park T. Adikes
Richard M. Cummins
Richard W. Meyer INSTRUCTION: To withhold your
Arnold B. Pritcher vote for any individual nominee,
write that nominee's name(s) on
the line provided below.
--------------------------------
(2) The ratification of KPMG Peat Marwick as
independent auditors of the Company for
the fiscal year ending December 31, 1998.
FOR AGAINST ABSTAIN
----- ----- -----
(3) The approval of an amendment to the
Company's Certificate ofIncorporation
increasing the number of authorized shares
of Common Stock from 30,000,000 to
65,000,000 shares. FOR AGAINST ABSTAIN
----- ----- -----
Bankers Trust Company, the Trustee of the Jamaica Savings Bank FSB Incentive
Savings Plan and Trust, is hereby authorized to vote my proportionate interest
in Fund D as indicated above. I understand that my voting instructions will be
confidential.
-------------------
Signature
- --------- -------------------
Date Print your name
Please date, sign and submit this form to Bankers Trust Co. in the enclosed
postage paid envelope by April 20, 1998.
TO: Participants in Fund D (the "JSB Stock Fund") of the Jamaica Savings
Bank Incentive Savings Plan
FROM: John J. Conroy, Administrator of the Plan
RE: Vote Authorization Form
DATE: March 27, 1998
- - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - -
As you know, Jamaica Savings Bank FSB (the "Bank") amended the Incentive Savings
Plan (the "Plan") to provide for a means by which participants in the Plan could
invest funds in the common stock of JSB Financial, Inc., the parent holding
company of the Bank. As a participant in the JSB Stock Fund you have the right
to vote your proportionate interest.
As the Administrator of the Plan, it is my responsibility to provide to you a
Vote Authorization Form for use in directing Bankers Trust Co., the Trustee, in
voting your proportionate interest in the JSB Stock Fund in regard to the Annual
Meeting of Stockholders which will be held on May 12, 1998.
The management of Jamaica Savings Bank FSB requests that you read the attached
Annual Report and Proxy Statement with regard to this meeting and sign the
enclosed Vote Authorization Form. This form should be sent to the Trustee,
Bankers Trust Company, Post Office Box 2626 Jersey City N. J. 07303-2626,
Attention: Ernest Horvath, 4th Floor, M. S. 3048 JSB in the attached postage
paid envelope by April 20, 1998. Your Vote Authorization Form will be kept
confidential.