Weetamoe Bancorp
Notice Of
Special Meeting of Stockholders
And
Proxy Statement
Date:
Monday, December 9, 1996
Time:
4:30 P.M.
Place:
Banking Rooms
Slade's Ferry Trust Company
Main Office
100 Slade's Ferry Avenue
Somerset, MA 02726
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| YOUR VOTE IS VERY IMPORTANT |
| |
| You are urged to exercise your right by indicating your choices on the |
| enclosed proxy card. Please date, sign, and promptly return your proxy |
| card in the enclosed postage-paid envelope. You may, nevertheless, vote in |
| person if you attend the meeting. |
| |
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November 11, 1996
Dear Stockholder,
You are cordially invited to attend a Special Meeting of the Stockholders
of the Weetamoe Bancorp to be held on Monday, December 9, 1996 at 4:30 p.m. at
the Banking Rooms, Slade's Ferry Trust Company, Main Office, 100 Slade's Ferry
Avenue, Somerset, Massachusetts, 02726.
You are hereby notified that this Special Meeting involves a proposed
change of the Articles of Organization and Company's Bylaws. The stockholders
are asked to vote to change the name of the corporation from Weetamoe Bancorp to
Slade's Ferry Bancorp, and to vote to change the Bylaws to authorize a new
position to be established, namely, Honorary Directors.
It is very important that your shares be represented, whether or not you
are able to attend. You are urged to read the enclosed Proxy Statement and the
accompanying materials. Please sign and return the enclosed proxy in the
postage-paid envelope provided at your earliest convenience, regardless of the
number of shares you own. If you attend the Special Meeting and wish to vote in
person, you may withdraw the Proxy upon oral request.
Your Board of Directors recommends that you vote FOR the change of name of
the corporation from Weetamoe Bancorp to Slade's Ferry Bancorp and FOR the
establishment of a new position to be known as Honorary Directors.
Your Board of Directors has fixed the close of business on November 1,
1996 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Meeting and any adjournments thereof.
We look forward to seeing as many stockholders as possible at this
meeting.
Sincerely,
By: /s/ Donald T. Corrigan
-------------------------------------
Donald T. Corrigan
Chairman of the Board
WEETAMOE BANCORP, 100 Slade's Ferry Avenue, Somerset, Massachusetts 02726
(508)675-2121 FAX (508)675-1751
WEETAMOE BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of Weetamoe Bancorp
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of the
Weetamoe Bancorp will be held at the Banking Rooms of Slade's Ferry Trust
Company (Main Office), 100 Slade's Ferry Avenue, Somerset, Massachusetts, on
Monday, December 9, 1996 at 4:30 p.m. local time (the "Meeting") for the
following purposes, all as set forth in the attached Proxy Statement.
1. To amend Article I of the Articles of Organization and Article I of
the Bylaws of the corporation to change the name of the corporation
to Slade's Ferry Bancorp.
2. To amend the bylaws of the corporation by adding a new Section 6 to
Article III, Board of Directors, entitled Honorary Directors as
follows:
"Section 6. Honorary Directors". The Board of Directors may
designate and appoint such person or persons as it determines
qualified to be an Honorary Director. To qualify to be an Honorary
Director, a person must be a former Director in good standing of the
corporation. The person must have resigned as a Director or not hold
the office of Director at the time of appointment and must request
that he be designated as Honorary Director and approved by majority
vote of the Board of Directors. Appointment shall be for life
subject to termination at the discretion of the Board of Directors.
An Honorary Director shall be allowed to attend any regular or
special meeting of the Board of Directors and may participate in the
meeting subject to the control of any person in charge of the
meeting. An Honorary Director shall not have any vote as a Director,
his presence shall not count towards any necessary quorum and he
shall not be counted against the total numbers of directors. Any
Honorary Director who, acting in good faith, suffers any monetary
loss as a result of any claim, lawsuit or action arising out of any
action or activity as an Honorary Director shall be entitled to
indemnification or reimbursement by the corporation upon a vote
authorizing such indemnification or reimbursement by the Board of
Directors. An Honorary Director may be paid for attendance at any
such meeting at a fee established from time to time by the Board of
Directors.
3. To consider and act with discretionary authority upon such business,
matters or proposals as may properly come before the Meeting and any
adjournments thereof.
Your Board of Directors has fixed the close of business on November 1,
1996 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Meeting and any adjournments thereof.
Your attention is called to the accompanying Proxy Statement.
By Order of the Board of Directors,
By: /s/ Peter G. Collias
----------------------------------------
Peter G. Collias, Clerk/Secretary
Somerset, Massachusetts
November 11, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU MAY HOLD. PLEASE FILL IN, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED WITHIN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE MAILED
PROMPTLY. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY YOU AND
VOTE YOUR SHARES IN PERSON.
WEETAMOE BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF STOCKHOLDERS
December 9, 1996
Accompanying this Proxy Statement is a notice of the Special Meeting of
Stockholders of Weetamoe Bancorp to be held at the Banking Rooms of Slade's
Ferry Trust Company, Main Office, 100 Slade's Ferry Avenue, Somerset,
Massachusetts, on Monday, December 9, 1996 at 4:30 p.m. local time. Also
enclosed is a form of proxy for the Meeting and any adjournment thereof. This
Proxy Statement and the enclosed form are furnished in connection with the
solicitation of proxies by the board of Directors of the Corporation and are
first being sent to stockholders on or about November 11, 1996. The enclosed
proxy is for the use of holders of the Corporation's common stock, $.01 par
value per share (the "Common Stock"), of record at the close of business on
November 1, 1996. Shares cannot be voted at the Meeting unless the owner of
record is present to vote or is represented by proxy.
The solicitation of proxies will be by mail except that further
solicitation may be made in writing, by person, or by telephone contact with
some stockholders after the original mailing. Such further solicitation will be
made by regular employees of the corporation who will not be additionally
compensated therefor. All the costs incurred in connection with the solicitation
of proxies will be paid by the Corporation.
Date, Time and Place of Special Meeting
- ---------------------------------------
The Special Meeting of Stockholders will be held at the Banking Rooms of
Slade's Ferry Trust Company, Main Office, 100 Slade's Ferry Avenue, Somerset,
Massachusetts, on Monday, December 9, 1996 at 4:30 p.m. local time.
Purpose of the Special Meeting
- ------------------------------
The purpose of the Meeting is: (1) to amend Article I of the Articles of
Organization and Article I of the Bylaws of the corporation to change the name
of the corporation to Slade's Ferry Bancorp, effective January 1, 1997; (2) to
amend the Bylaws of the corporation by adding a new Section 6 to Article III,
Board of Directors, entitled Honorary Directors.
Stockholders Entitled to Vote; Outstanding Shares
- -------------------------------------------------
The Board of Directors has fixed the close of business of November 1, 1996
as the record date (the "Record Date") for the determination of stockholders
entitled to receive notice of, and to vote at, the Meeting or any adjournments
thereof. Only holders of record of the Corporation's common stock at the close
of business on the Record Date will be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof. However, the legal representative of a
deceased stockholder is entitled to vote the shares owned of record by such
deceased stockholder.
At the close of business on the Record Date, there were 2,776,921.001
shares of the Corporation's common stock issued and outstanding. Each
stockholder is entitled to one vote for each share owned and a proportionate
vote for a fractional share. As of such date, there were approximately 851
holders of record of the Corporation's common stock.
VOTING PROCEDURE
If you sign, date and return the enclosed proxy in time for the Meeting,
your shares will be voted (unless you otherwise instruct) on all matters that
may properly come before it. The proxy contains spaces in which you may insert
instructions as to how your shares are to be voted with regard to each of the
proposals. Your shares will be voted in accordance with your instructions. If no
instructions are specified, your shares will be voted FOR the the proposed
amendments and changes to the Company's Bylaws as defined herein.
Your proxy may be revoked at any time before it is exercised. Any
stockholder attending the Meeting may vote in person even though he/she may have
previously filed a proxy. Your proxy may be revoked by written notice to the
Corporation prior to the Meeting or at the Meeting in person prior to a vote.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of common stock of the Corporation is necessary to
constitute a quorum for the transaction of business at the Meeting. A quorum
being present, the affirmative vote of a majority of the shares issued and
outstanding is necessary to approve the proposed amendments and changes to the
Company's Bylaws. Abstentions are treated as negative votes for purposes of
determining whether a majority vote has been received. Broker nonvotes are not
considered to be represented by proxy and are not taken into account.
On November 1, 1996, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 20.88% of the issued and
outstanding shares of the Corporation's common stock which may be voted at the
Meeting.
PROPOSAL ONE
CHANGE NAME OF CORPORATION
To amend Article I of the Articles of Organization and Article I of the
Bylaws to change the name of the corporation and applicable seal from Weetamoe
Bancorp to Slade's Ferry Bancorp, effective January 1, 1997.
Name recognition is important in business and particularly in banking.
Slade's Ferry Trust Company has built up name recognition for quality banking
for the last 35 years. Slade's Ferry Trust Company has for the last four years
used the name Slade's Ferry Bank to establish firmly that our Bank represents a
full service bank enterprise.
Our holding company, however, has the name Weetamoe Bancorp. Because of
this name, the identity of the holding company with Slade's Ferry Bank is weak,
and the benefit of Slade's Ferry's reputation is lost on the general public and
potential investors in the holding company's stock. The proposed change in name
in the holding company will rectify this problem.
The Board of Directors of the Corporation recommends that the stockholders
vote FOR the name change of the corporation.
PROPOSAL TWO
ESTABLISH HONORARY DIRECTORS
To amend the bylaws of the corporation by adding a new Section 6 to
Article III, Board of Directors, entitled Honorary Directors as follows:
"Section 6. Honorary Directors". The Board of Directors may designate and
appoint such person or persons as it determines qualified to be an
Honorary Director. To qualify to be an Honorary Director, a person must be
a former Director in good standing of the corporation. The person must
have resigned as a Director or not hold the office of Director at the time
of appointment and must request that he be designated as Honorary Director
and approved by majority vote of the Board of Directors. Appointment shall
be for life subject to termination at the discretion of the Board of
Directors. An Honorary Director shall be allowed to attend any regular or
special meeting of the Board of Directors and may participate in the
meeting subject to the control of any person in charge of the meeting. An
Honorary Director shall not have any vote as a Director, his presence
shall not count towards any necessary quorum and he shall not be counted
against the total numbers of directors. Any Honorary Director who, acting
in good faith, suffers any monetary loss as a result of any claim, lawsuit
or action arising out of any action or activity as an Honorary Director
shall be entitled to indemnification or reimbursement by the corporation
upon a vote authorizing such indemnification or reimbursement by the Board
of Directors. An Honorary Director may be paid for attendance at any such
meeting at a fee established from time to time by the Board of Directors.
The Board of Directors consists of twelve members who are also the
Directors of the wholly owned subsidiary, Slade's Ferry Trust Company. A number
of the Directors go back in service to the original incorporation of the Bank.
Their service over the 35 year history of the Slade's Ferry Trust Company has
been crucial to the Bank's success. However, retirement and absence from the
area during the colder months has made it difficult for some of the Directors to
attend all of the board meetings. This has led to the decision of the Board to
propose the position of Honorary Director to lessen the burden of responsibility
while preserving for the corporation the benefit of the Honorary Directors'
advice and relationship.
Weetamoe Bancorp was incorporated in 1988. At that time the Directors of
the Slade's Ferry Trust Company were elected to serve as directors of Weetamoe.
The original directors of Weetamoe Bancorp were exempt from the provision which
currently requires any director to retire at age 70. Only one director of
Weetamoe Bancorp has been elected since 1988 and he is the only one required to
retire from service as a director at age 70. The remaining eleven directors
enjoy "grandfather" status, so called, and can seek reelection after age 70.
Based on this, the Board submits for approval the category of Honorary
Director, a post which can be occupied by a former Director. This will allow the
holding company and the Bank the best of both worlds - the preservation of the
talent, and the allowance to the Director of greater freedom in retirement. As
an incident to the program, vacancies on the Board of Directors can be filled
with Directors who can represent the greater reach of the Company's service
area.
The Board of Directors of the Corporation recommends that the stockholders vote
FOR the amendment to the Bylaws to include a new classification, Honorary
Directors.
ADDITIONAL MATTERS
As of the date of this Proxy Statement, management knows of no matters
that will be presented for determination at the special meeting other than those
referred to herein. If any other matters properly come before the special
meeting calling for a vote of stockholders, it is intended that the shares
represented by the proxies solicited by the Board of Directors will be voted by
the persons named therein in accordance with their best judgements.
By Order of the Board of Directors,
By: /s/ Peter G. Collias
----------------------------------------
Peter G. Collias
Clerk/Secretary
Dated: November 11, 1996