Slade's Ferry Bancorp
(formerly Weetamoe Bancorp)
Notice Of
Annual Meeting of Stockholders
And
Proxy Statement
Date:
Monday, April 14, 1997
Time:
7:30 P.M.
Place:
Venus de Milo Restaurant
75 Grand Army Highway
Swansea, MA 02777
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
March 10, 1997
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of the
Stockholders of Slade's Ferry Bancorp to be held on Monday, April 14, 1997
at 7:30 p.m. at the Venus de Milo Restaurant, 75 Grand Army Highway,
Swansea, Massachusetts, 02777.
At the Annual Meeting we will review the activities of the past year
and you will be asked to vote upon (1) the election of a Clerk/Secretary of
the Corporation and (2) the election of four Class Two Directors of the
Corporation to serve for a three-year term.
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 Annual
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 election of
Peter G. Collias as Clerk/Secretary, and FOR the election of Thomas B. Almy,
Peter G. Collias, Edward S. Machado, and William J. Sullivan as Class Two
Directors for a term of three years.
Your Board of Directors has fixed the close of business on February
28, 1997 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,
/s/ Donald T. Corrigan
Donald T. Corrigan
Chairman of the Board
SLADE'S FERRY BANCORP, 100 Slade's Ferry Avenue, Somerset, Massachusetts 02726
TEL (508)675-2121 *** FAX (508)675-1751
SLADE'S FERRY BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of Slade's Ferry Bancorp
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
the Slade's Ferry Bancorp will be held at the Venus de Milo Restaurant, 75
Grand Army Highway, Swansea, Massachusetts, on Monday, April 14, 1997 at
7:30 p.m. local time (the "Meeting") for the following purposes, all as set
forth in the attached Proxy Statement.
1. To elect a Clerk/Secretary of the Corporation to hold office until
the next annual meeting of stockholders or special meeting of
stockholders in lieu thereof, and until his or her successor is
elected and qualified.
2. To elect four Class Two Directors, each to hold office until the
2000 Annual Meeting of the stockholders of Slade's Ferry Bancorp or
special meeting of stockholders in lieu thereof, and until his or
her successor is elected and qualified.
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 February
28, 1997 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,
/s/ Peter G. Collias
Peter G. Collias, Clerk/Secretary
Somerset, Massachusetts
March 10, 1997
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.
SLADE'S FERRY BANCORP
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
(508)675-2121
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
April 14, 1997
Accompanying this Proxy Statement is a Notice of the Annual Meeting of
Stockholders of Slade's Ferry Bancorp to be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
14, 1997 at 7:30 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 March 10, 1997. 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 February 28, 1997.
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 Annual Meeting
- --------------------------------------
The Annual Meeting of Stockholders will be held at the Venus de Milo
Restaurant, 75 Grand Army Highway, Swansea, Massachusetts, on Monday, April
14, 1997 at 7:30 p.m. local time.
Purpose of the Annual Meeting
- -----------------------------
The purpose of the Meeting is: (1) the election of a Clerk/Secretary
of the Corporation, (2) the election of four Class Two Directors of the
Corporation to serve for a three-year term, and to consider and act with
discretionary authority upon such other business, matters or proposals as
may properly come before the Meeting and any adjournments thereof.
Stockholders Entitled to Vote Outstanding Shares
- ------------------------------------------------
The Board of Directors has fixed the close of business of February 28,
1997 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 2,797,202.019
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 623
holders of record of the Corporation's common stock.
PROPOSALS OF STOCKHOLDERS
-------------------------
Any proposals of stockholders intended to be presented at the next
annual meeting of stockholders must be received by the Corporation at its
principal executive offices not later than November 3, 1997 for inclusion in
the Corporation's proxy statement and form of proxy relating to that
meeting. Any stockholder submitting such a proposal must be the record or
beneficial owner of at least $1,000 in market value of Slade's Ferry stock,
have held such stock for at least one year and continue to own such stock
through the date on which the stockholders' meeting is held. A stockholder
may submit no more than one proposal and an accompanying statement of not
more than 500 words for inclusion in the Corporation's proxy materials. The
Corporation assumes no responsibility for such a proposal or the
accompanying statement and may include an opposition statement in the proxy
statement if it so chooses. The Corporation may omit proposals and any
supportive statement under certain circumstances set forth in SEC Rule 14a-
8.
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 election as Directors of the nominees named herein and FOR
the election as Clerk/Secretary of the nominee named 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 present and voting, in person or by proxy, is necessary to approve
the election of the class of Directors to be elected, and the election of a
Clerk/Secretary of the Corporation. 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.
As of February 28, 1997, the Directors and Executive Officers of the
Corporation beneficially owned in the aggregate 21% of the issued and
outstanding shares of the Corporation's common stock which may be voted at
the Meeting.
PROPOSAL ONE
Election of Clerk/Secretary
Under Massachusetts law, the Clerk of the Corporation is to be elected
by the stockholders at an annual meeting or special meeting duly called for
that purpose. At the Meeting, the stockholders of the Corporation are being
asked to elect Attorney Peter G. Collias, the nominee proposed by the Board
of Directors, as Clerk/Secretary of the Corporation to serve until the next
annual meeting of stockholders, or special meeting in lieu thereof, and
until his successor is elected and qualified.
Mr. Collias is the principal in the law office of Peter G. Collias and
has been Clerk/Secretary of the Corporation since its inception and of
Slade's Ferry Bank since 1973.
The Board of Directors of the Corporation recommends that the
stockholders vote FOR the election of Peter G. Collias as Clerk/Secretary of
the Corporation.
PROPOSAL TWO
Election of Class Two Directors
The Bylaws of the Corporation provide that the Board of Directors must
consist of at least seven but not more than twenty-five members. All of the
Directors must own a certain minimum value of the Corporation's stock. The
Corporation's Directors are divided into three approximately equal classes
which initially serve staggered terms of one, two and three years and
thereafter are elected to three-year terms such that only one class
(approximately one-third of the Directors) is elected each year.
At the Meeting, stockholders of the Corporation are being asked to
elect four Class Two Directors of the Corporation to serve until the 2000
annual meeting of stockholders and until their successors are elected or
qualified.
The names of the nominees for Class Two Directors and certain
information concerning them are set forth below. All of the nominees are
currently Directors of the Corporation and each has consented to serve if
elected. If any nominee shall become unavailable for any reason, the shares
represented by the enclosed Proxy will be voted in favor of such other
person as the Board of Directors of the Corporation may at the time
recommend. The table lists the name of each nominee, his age, period of
service as a director of the Corporation (and Slade's Ferry Bank), positions
with the Corporation (and Slade's Ferry Bank), principal occupation and
other directorships held.
Positions Director
With Bancorp of Bancorp Occupation and
Name and Bank and Bank Since Directorship
- ------------------------------------------------------------------------------------
Thomas B. Almy Director 1/27/64 Architect
958 Regan Road I. T. Almy Associates
Somerset, MA 02726
Age 62
Peter G. Collias Secretary/Clerk 1/09/73 Attorney - Law Office
254 French Street Director Peter G. Collias
Fall River, MA 02720
Age 65
Edward S. Machado Director 1/23/68 Retired
125 Perron Avenue Past President of Bank
Somerset, MA 02726
Age 75
William J. Sullivan Director 2/11/85 President
308 New Boston Road Sullivan Funeral Homes
Fall River, MA 02720
Age 57
The Board of Directors of the Corporation recommends that the stockholders
vote FOR the election of the four nominees as Directors of the Corporation.
The other current members of the Board of Directors, together with
their class and the year in which their term expires, who are not up for re-
election at this meeting, are as follows:
1998 - CLASS THREE
James D. Carey Francis A. Macomber Majed Mouded, MD Bernard T. Shuman
457 Fairway Drive 27 Cypress Road 111 Pontiac Avenue 911 Langley Street
Somerset, MA 02726 Somerset, MA 02726 Somerset, MA 02726 Fall River, MA 02720
1999 - CLASS ONE
Donald T. Corrigan Peter Paskowski Kenneth R. Rezendes Charles Veloza
95 Captains Way 113 Cusick Lane Sammy's Lane 100 Plymouth Blvd.
Somerset, MA 02726 Somerset, MA 02726 Assonet, MA 02702 Westport, MA 02790
HONORARY DIRECTORS
In addition to the Board of Directors, the Corporation also has
Honorary Directors. To serve as an Honorary Director, a person must be a
former director. Currently, there are no individuals serving as Honorary
Director.
DIRECTORS AND EXECUTIVE OFFICERS
The Corporation, as the holding company for Slade's Ferry Bank, has
the same board of directors as the Bank and some of its executive officers
are also executive officers employed by the Bank. The following table sets
forth certain information about the directors and executive officers of the
Corporation and the Bank.
Bank and
Director Corporation
of Bank Term Position or Office with
Name Age Since Expires the Bank and the Corporation
- ---- --- -------- ----------- ----------------------------
Thomas B. Almy 62 1964 1997
James D. Carey 54 1988 1998 President and Chief Executive Officer
of the Bank; Executive Vice President
of the Corporation
Peter G. Collias 65 1973 1997 Secretary and Clerk of the Bank and
the Corporation
Donald T. Corrigan 66 1959 1999 Retired; Chairman of the Board of the
Bank and of the Corporation
Edward S. Machado 75 1968 1997 Retired; former President of the Bank
Francis A. Macomber 67 1980 1998
Majed Mouded, MD 55 1992 1998
Peter Paskowski 73 1971 1999 Retired; former President and Executive
Vice President of the Bank
Kenneth R. Rezendes 63 1978 1999 President and Chief Executive Officer
of the Corporation
Bernard T. Shuman 76 1959 1998
William J. Sullivan 57 1985 1997
Charles Veloza 71 1979 1999
Ralph S. Borges 61 ---- ---- Senior Vice President/Treasurer of the
Bank; Treasurer of the Corporation
Susan R. Hajder 49 ---- ---- Senior Vice President and Operations
Officer of the Bank
Charlene J. Jarest 46 ---- ---- Vice President/Corporate Services of
the Bank
Carol A. Martin 51 ---- ---- Senior Vice President and Branch
Administrator of the Bank
Manuel J. Tavares 49 ---- ---- Senior Vice President and Senior Loan
Officer of the Bank
- --------------------
The following is a description of the business experience during the last 5
years of the Directors and Executive Officers:
Thomas B. Almy: Architect with I. T. Almy Associates of Somerset,
Massachusetts since 1963.
James D. Carey: President and Chief Operating Officer of the Bank since
07/01/88 and Chief Executive Officer of the Bank since 01/01/96; Treasurer
of the Corporation since its inception to March 12, 1996, and Executive Vice
President of the Corporation since March 12, 1996. Mr. Carey was Executive
Vice President of the Bank from 05/01/88 to 06/30/88 and Senior Vice
President and Chief Financial Officer of First Cheshire National Bank of
Keene, New Hampshire from 09/1986 to 05/1988.
Peter G. Collias: Attorney with law firm of Peter G. Collias since 1992;
attorney with law firm of McGuire, Collias and Horvitz, Inc. of Fall River,
Massachusetts since prior to 1987.
Donald T. Corrigan: Chairman of the Board of Directors of the Bank since
1984 and of the Corporation since March 12, 1996; Chief Executive Officer of
the Bank from 1969 to his retirement December 31, 1995; President of the
Corporation from its inception in 1989 until March 12, 1996, and President
of the Bank from 1969 to 1984. Retired Rear Admiral U.S. Navy Reserve;
member and director of Fall River Line Pier, Inc., Incorporator U.S.S.
Massachusetts Memorial; Associate Charlton Memorial Hospital; and member of
Board of Directors of Independent Bankers Association of America.
Edward S. Machado: President of the Bank from 1984 until his retirement on
12/31/87.
Francis A. Macomber: President, Treasurer and a Director of LeComte's Dairy
of Somerset, Massachusetts since prior to 1987.
Majed Mouded: Physician and endocrinologist, Chief of Medicine at St.
Anne's Hospital in Fall River, Massachusetts from 1995-1996, on active staff
since prior to 1991.
Peter Paskowski: President of the Bank from 01/01/88 until his retirement
on 06/30/88 and Executive Vice President of the Bank from 1984 to 1987.
Kenneth R. Rezendes: President of K. R. Rezendes, Inc., a heavy
construction firm since 1965. Also President of K. R. Management Corp. and
Assonet Land Development Corp. President and Chief Executive Officer of the
Corporation since March 12, 1996.
Bernard T. Shuman: President and Treasurer of Needlecraft Dress
Manufacturing Corporation until his retirement in 1985.
William J. Sullivan: President and Director of Sullivan Funeral Homes, Inc.
of Fall River and Somerset, Massachusetts since 1962.
Charles Veloza: President and Director of Charlie's Oil Co., a heating and
fuel oil distribution business of Fall River, Massachusetts since 1962.
Ralph S. Borges: Senior Vice President of the Bank since 1991, Treasurer of
the Bank since 1987, and Treasurer of the Corporation since March 12, 1996.
Employed by Bank since 1969.
Susan R. Hajder: Senior Vice President of the Bank since 1990 and
Operations Officer of the Bank since 1986. Employed by Bank since 1973.
Charlene J. Jarest: Vice President/Corporate Services of the Bank since
1993. Employed by Bank since 1991.
Carol A. Martin: Senior Vice President of the Bank since 1996 and Branch
Administrator of the Bank since 1989. Employed by the bank since 1963.
Manuel J. Tavares: Senior Vice President and Senior Loan Officer of the
Bank since 1989. Employed by Bank since 1987.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the information concerning beneficial
ownership of the Corporation's common stock by each director and nominee of
the Corporation, by the Chief Executive Officer and the executive officers
other than the Chief Executive Officer, and by the executive officers and
directors as a group as of December 31, 1996.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
Directors and Nominees:
Thomas B. Almy 50,420.503(1) 1.81
958 Regan Road
Somerset, MA 02726
James D. Carey 19,799.098(2) .71
457 Fairway Drive
Somerset, MA 02726
Peter G. Collias 10,810.769(3) .39
84 North Main Street
Fall River, MA 02722
Donald T. Corrigan 45,778.262(4) 1.64
95 Captain's Way
Somerset, MA 02726
Edward S. Machado 27,592.000(5) .99
125 Perron Avenue
Somerset, MA 02726
Francis A. Macomber 96,245.941(6) 3.45
27 Cypress Road
Somerset, MA 02726
Majed Mouded MD 42,622.000(7) 1.53
111 Pontiac Road
Somerset, MA 02726
Peter Paskowski 20,339.000(8) .73
113 Cusick Lane
Somerset, MA 02726
Kenneth R. Rezendes 105,865.805(9) 3.79
P.O. Box 879
Assonet, MA 02702
Bernard T. Shuman 27,888.491(10) 1.00
911 Langley Street
Fall River, MA 02720
William J. Sullivan 26,573.204(11) .95
550 Locust Street
Fall River, MA 02720
Charles Veloza 89,668.000 3.21
100 Plymouth Blvd.
Westport, MA 02790
NOTES:
- ------
<F1> Includes 44,344.797 shares held jointly with Mr. Almy's wife.
<F2> Includes 6,487.147 shares held jointly with Mr. Carey's wife, 5,983.425
shares held jointly with children, 2,156.521 shares held jointly with
another, 2,205.155 shares as custodian for other family members, and
592.566 shares as custodian for others.
<F3> Includes 5,862.332 shares held jointly with Mr. Collias' wife.
<F4> Includes 472 shares held with another family member, 2,916.270 shares
held as custodian for other family members, and 11,808.992 shares held
as cotrustee in trust for other family members.
<F5> Includes 19,939 shares held jointly with Mr. Machado's wife, 646 shares
held with another family member, 5,864 shares held by wife as
custodian for other family members, and 762 shares held by wife
jointly with children.
<F6> Includes 4,390.082 shares held by a pension trust of LeComte's Dairy,
61,955.093 shares held by Mr. Macomber's wife, and 2,514.282 shares
held as custodian for other family members.
<F7> Includes 41,499 shares held jointly with Dr. Mouded's wife.
<F8> Includes 14,644 shares held jointly with Mr. Paskowski's wife.
<F9> Includes 36,811.397 shares held jointly with Mr. Rezendes' wife,
41,998.257 shares held in IRA with F & Co as custodian, 18,612.893
shares held by wife in IRA with F & Co. as custodian, and 2,284.469
shares held by wife as custodian for other family members.
<F10> Includes 27,674.000 shares held in Shuman Family Irrevocable Trust.
<F11> Includes 13,167.014 shares held jointly with Mr. Sullivan's wife and
457.288 shares held jointly with children.
EXECUTIVE OFFICERS:
James D. Carey See Above See Above
Donald T. Corrigan See Above See Above
Kenneth R. Rezendes See Above See Above
Ralph S. Borges 5,789.000 .21
268 Lawton Street
Fall River, MA 02721
Susan R. Hajder 2,710.081 .10
9 Bark Circle
Swansea, MA 02777
Charlene J. Jarest 1,537.247 .06
14 Apple Hill Drive
Cranston, RI 02921
Carol A. Martin 6,651.604 .24
130 George Street
Somerset, MA 02726
Manuel J. Tavares 3,906.490 .14
P.O. Box 1401
Westport, MA 02790
All Executive Officers and 584,197.495 20.95
Directors as a Group
The directors and executive officers of the Corporation are subject to
the reporting requirements of Section 16 of the Securities Exchange Act of
1934 as a result of the required registration of the Corporation's Common
Stock under that Act. Regulations under the Act require that each director
and executive officer file initial reports of beneficial holdings of the
Corporation's securities, periodic reports of any changes in beneficial
holdings and annual reports except where all required transactions have
previously been reported. All of the required reports have been filed with
the SEC.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
A regular directors meeting is held each month and, when necessary,
special directors meetings are held. During 1996, the directors held twelve
monthly meetings and three special meetings for a total of fifteen meetings.
In addition to membership on the board, members may also serve on one or
more Standing Committees or subcommittees. The Standing Committees of the
Company consist of the Executive Committee, Audit Committee, and
Compensation Committee.
The Executive Committee met twenty-eight times, and generally acts on
most matters between meetings of the regular board. Its members are Donald
T. Corrigan, Chairman; Thomas B. Almy, James D. Carey, Edward S. Machado,
Peter Paskowski, Kenneth R. Rezendes, Bernard T. Shuman and William J.
Sullivan. In the event of extended absences occurring on the Executive
Committee, other director(s) serve as temporary replacement(s).
The Audit Committee is responsible for matters relating to accounting
policies, financial reporting, and internal control. It recommends the
selection of independent auditors, reviews the audit plan and results of the
independent audit, and reviews the audit function practices and findings of
the internal audit department. The Audit Committee held four meetings
during the past year. Its members are Peter G. Collias, Chairman; Francis
A. Macomber, Peter Paskowski and Charles Veloza.
The Compensation Committee reviews the compensation and benefits of
the executives and officers of the Corporation and the Bank, as well as
industry trends in this area. The Committee met four times in 1996. Its
members are Kenneth R. Rezendes, Chairman; James D. Carey, Donald T.
Corrigan, Francis A. Macomber, and William J. Sullivan. In addition, the
members of the Compensation Committee, exclusive of Mr. Carey, also serve on
the Stock Option Plan Committee.
The subcommittees consist of the Community Reinvestment Act (CRA)
Committee, Budget Committee, Building Committee, and the Insurance
Committee. The Corporation does not have a Nominating Committee.
The overall attendance at the regular meetings and special meetings
was 85%. Directors whose attendance was less than 75% of the total number
of meetings of the Board, and committees of which each is a member, were
Edward S. Machado, 70%; Peter Paskowski, 74%; Bernard T. Shuman and Charles
Veloza, 72%.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Corporation have selected Shatswell,
MacLeod and Company to continue as their independent certified public
accountants for 1997. Shatswell, MacLeod and Company is expected to have a
representative available at the annual stockholders meeting, who will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
EXECUTIVE COMPENSATION
The following table sets forth the dollar value of all compensation
paid during the last three fiscal years to the Corporation's and the Bank's
highest paid executive officers including the Chief Executive Officer, whose
compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
------------------------------
Directors All Other
Salary Bonus Fees Compensation(1)
Name and Position Year $ $ $ $
- ----------------- ---- ------ ----- --------- ---------------
James D. Carey 1996 160,010 15,000 -0- 12,689
President/CEO - Bank; 1995 146,754 8,550 10,840 11,179
Exec. Vice President - Bancorp 1994 139,766 7,927 9,460 2,131
Donald T. Corrigan 1996 -0- -0- 10,450 57,018
Chairman of the Board - Bank 1995 117,832 7,950 10,890 54,024
Chairman of the Board - Bancorp 1994 112,221 7,397 9,570 46,235
Kenneth R. Rezendes 1996 -0- -0- 10,400 -0-
President/CEO - Bancorp 1995 -0- -0- 9,415 -0-
1994 -0- -0- 9,530 -0-
<F1> Includes $10,454 and $9,307 accrued in 1996 and 1995 respectively in
connection with the Supplemental Retirement Agreement (SERP) entered
into with Mr. Carey in 1995 which provides for the payment to Mr.
Carey upon his retirement of $2,500 per month for 120 months, and
insurance premiums for group life insurance of $2,235, $1,872, and
$2,131 for 1996, 1995 and 1994 respectively.
Includes $51,052, $47,271 and $42,206 accrued in 1996, 1995 and 1994
respectively in connection with the Supplemental Retirement Agreement
(SERP) entered into with Mr. Corrigan in 1994, which provides for the
payment to Mr. Corrigan of $2,148 per month for 120 months and
insurance premiums for group life insurance of $5,966, $6,753 and
$4,029 for 1996, 1995 and 1994 respectively.
Directors are paid $200.00 for each Board of Directors meeting
attended. In addition, directors are paid $200.00 for each standing
committee and subcommittee meeting attended, plus an annual fee of $200.00
for serving on the committee; except for the chairman of such committee, who
is paid $400.00 for chairing the committee.
Salaried directors or employees of the Corporation or the Bank do not
receive any fees for attendance at board or committee meetings. The
practice of paying directors fees to salaried directors or employees was
discontinued January 1, 1996.
The Corporation adopted a Stock Option Plan in 1996 pursuant to which
discretionary grants of options may be made to key employees, including
officers, by the Stock Option Plan Committee of the Board of Directors to
purchase shares of the Corporation's common stock, and an automatic grant
will be made each year of an option for 2000 shares to each eligible non-
employee director of the Corporation or its subsidiaries on the day after
the Annual Shareholder's Meeting. Each option granted under the Plan is
exercisable under the terms of the Plan at a price equal to 100% of the fair
market value per share of the common stock on the grant date and is subject
to the other terms and conditions of the Plan. No options have been granted
under the Plan to date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the Corporation's and Bank's directors, executive officers,
and members of their families are at present, as in the past, customers of
the Bank and have transactions with the Bank in the ordinary course of
business. In addition, certain of the directors are at present, as in the
past, also directors, officers, or stockholders of corporations, trustees of
trusts, or members of partnerships which are customers of the Bank, and
which have transactions with the Bank in the ordinary course of business.
Such transactions with the directors, executive officers, members of their
families and with such corporations, trusts, and partnerships were on
substantially the same terms, including rates and collateral, as those
prevailing at the time for comparable transactions with other persons and
did not involve more than normal risk of collectability, or present other
features unfavorable to the Bank.
During the fiscal year ended December 31, 1996 and in prior years, the
Corporation and/or the Bank retained the legal services of Peter G. Collias,
a director and Clerk/Secretary of the Bank and Bancorp; and the legal
services of Thomas H. Tucker of McGowan, Engel, Tucker, Garrett & Schultz,
who is the son-in-law of Donald T. Corrigan, a Director and Chairman of the
Board. The Bank also utilized in 1996 the services of Director Thomas B.
Almy of I. T. Almy Associates for architectural services. Various goods and
materials were also purchased from Charlie's Oil Company, of which Director
Charles Veloza is President, and from LeComte's Dairy, of which Director
Francis A. Macomber is President.
ADDITIONAL MATTERS
The Annual Report of the Corporation for the fiscal year ended
December 31, 1996, including financial statements, is enclosed herewith.
As of the date of this Proxy Statement, management knows of no matters
that will be presented for determination at the Annual Meeting other than
those referred to herein. If any other matters properly come before the
Annual 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
judgement.
By Order of the Board of Directors,
/s/ Peter G. Collias
Peter G. Collias
Clerk/Secretary
Dated: March 10, 1997
SLADE'S FERRY BANCORP Proxy Solicited on Behalf of the
(Formerly Weetamoe Bancorp) Board of Directors
SOMERSET, MASSACHUSETTS Annual Stockholders Meeting
April 14, 1997
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The undersigned hereby appoint Donald T. Corrigan, James D. Carey, and
Kenneth R. Rezendes or any one of them as my/our true and lawful attorney,
with full power of substitution, for me/us and in my/our name to vote, as
designated below, all the shares of common stock of Slade's Ferry Bancorp
held of record by the undersigned on February 28, 1997, at the Annual
Meeting of the stockholders of said company to be held at the Venus de Milo
Restaurant 75 Grand Army Highway, Swansea, Massachusetts on Monday, April
14, 1997 at 7:30 p.m. or at any adjournment thereof, with all powers I/we
should possess if personally present, hereby revoking all previous proxies.
For Against
[ ] [ ] (1) To elect Peter G. Collias as Clerk/Secretary for a
term of one year.
[ ] [ ] (2) To elect Thomas B. Almy, Peter G. Collias, Edward
S. Machado, and William J. Sullivan as Class Two
Directors for a term of three years. (Authority to
vote for the election of a specifically named
individual may be withheld by crossing out the name
of such individual.)
(3) In their discretion, the proxies are authorized to consider and act
upon such other business matters or proposals as may properly come before
the meeting.
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The shares represented by the proxy will be voted as directed by the
undersigned. It is the intention of proxies to vote "FOR" the proposals set
forth under Items 1 and 2 if no contrary instruction is indicated.
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Signature Date
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Signature Date
Please date, sign In signing, please write name(s) MAILING INSTRUCTIONS
and return this exactly as appearing in the imprint - Fold the form
proxy in the on this proxy. If signing as Executor, along lines as
enclosed envelope or in any other representative indicated and
promptly. capacity, or as an officer of a insert in the
corporation, please indicate your full envelope provided.
title as such.