SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [X]
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Check the appropriate box:
|_| Preliminary proxy statement
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(as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-12
West Essex Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11:
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was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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[West Essex Bancorp, Inc. Letterhead]
March 26, 2001
Dear Stockholders:
You are cordially invited to attend the 2001 annual meeting of
stockholders of West Essex Bancorp, Inc. (the "Company"), the holding company
for West Essex Bank (the "Bank"), which will be held on April 25, 2001 at 10:00
a.m., local time, at the Radisson Hotel, Route 46, Fairfield, New Jersey.
The attached notice of annual meeting and the proxy statement describe
the business to be transacted at the annual meeting. Directors and officers of
the Company as well as a representative of Radics & Co., LLC, the Company's
independent auditors, will be present at the annual meeting to respond to any
questions that our stockholders may have regarding the business to be
transacted.
Please sign and return the enclosed proxy card promptly. Your
cooperation is appreciated since a majority of the outstanding common stock must
be represented, either in person or by proxy, to constitute a quorum for the
conduct of business at the annual meeting.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely yours,
/s/ Leopold W. Montanaro
Leopold W. Montanaro
Chairman of the Board, President
and Chief Executive Officer
WEST ESSEX BANCORP, INC.
417 Bloomfield Avenue
Caldwell, New Jersey 07006
(973) 226-7911
Notice of Annual Meeting of Stockholders
West Essex Bancorp, Inc. will hold its annual meeting of stockholders at
the Radisson Hotel, Route 46, Fairfield, New Jersey on Wednesday, April 25,
2001. The meeting will begin at 10:00 a.m., local time.
At the annual meeting stockholders will consider and vote on the following:
1. The election of two directors to a three-year term of office;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors of the Company for the fiscal year ending
December 31, 2001; and
3. Such other business as may properly come before the meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Only stockholders of record at the close of business on March 9, 2001 are
entitled to receive notice of the annual meeting and to vote at the annual
meeting and at any adjournments or postponements of the annual meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
By Order of the Board of Directors
/s/ Craig L. Montanaro
Craig L. Montanaro
Senior Vice President, Secretary and
Treasurer
Caldwell, New Jersey
March 26, 2001
WEST ESSEX BANCORP, INC.
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of West Essex Bancorp, Inc. (the "Company") to
be used at the 2001 annual meeting of stockholders of the Company. The Company
is the holding company of West Essex Bank (the "Bank"). The annual meeting will
be held at the Radisson Hotel, Route 46, Fairfield, New Jersey on Wednesday,
April 25, 2001 at 10:00 a.m., local time. This proxy statement and the enclosed
proxy card are being first mailed to stockholders of record on or about March
26, 2001.
Voting and Proxy Procedure
Who Can Vote at the Meeting
You are entitled to vote your Company common stock only if the records of
the Company show that you held your shares as of the close of business on March
9, 2001. As of the close of business on March 9, 2001, a total of 3,986,991
shares of the Company's common stock were outstanding, including 2,350,121
shares of common stock issued to and held by West Essex Bancorp, M.H.C., the
mutual holding company parent of the Company and the Bank (the "Mutual Holding
Company"). Each share of common stock has one vote. As provided in the Company's
Charter, record holders of the Company's common stock (other than the Mutual
Holding Company) who beneficially own, either directly or indirectly, in excess
of 10% of the Company's outstanding shares are not entitled to any vote in
respect of the shares held in excess of the 10% limit.
Vote Required
The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote (after
subtracting any shares in excess of the 10% limit) is represented at the
meeting. If you return valid proxy instructions or attend the meeting in person,
your shares will be counted for purposes of determining whether there is a
quorum, even if you abstain from voting. Broker non-votes also will be counted
for purposes of determining the existence of a quorum. A broker non-vote occurs
when a broker, bank or other nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received voting
instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non- votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of Radics &
Co., LLC as independent auditors, you may vote in favor of the proposal, vote
against the proposal or abstain from voting. The ratification of the appointment
of Radics & Co., LLC as independent auditors will be decided by the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
on the matter. On this matter, abstentions will have the effect as a vote
against the proposal and broker non-votes will have no effect on the voting.
1
The Mutual Holding Company owns 58.94% of the shares of common stock
entitled to vote at the annual meeting. The Mutual Holding Company has indicated
to the Company that it intends to vote such shares of common stock "FOR" both
proposals thereby ensuring a quorum at the annual meeting, and the likelihood of
election of the Company's nominees for director and the ratification of the
appointment of the independent auditors.
Voting by Proxy
The Board of Directors of the Company is sending you this proxy statement
for the purpose of requesting that you allow your shares of the Company's common
stock to be represented at the annual meeting by the persons named in the
enclosed proxy card. All shares of the Company's common stock represented at the
annual meeting by properly executed proxies will be voted according to the
instructions indicated on the proxy card. If you sign, date and return a proxy
card without giving voting instructions, your shares will be voted as
recommended by the Company's Board of Directors. The Board of Directors
recommends a vote "FOR" each of the nominees for director and "FOR" ratification
of Radics & Co., LLC as independent auditors.
If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
best judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the annual meeting in order to solicit additional proxies.
If the annual meeting is postponed or adjourned, your Company common stock may
be voted by the persons named in the proxy card on the new annual meeting date
as well, unless you have revoked your proxy. The Company does not know of any
other matters to be presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Company common stock is held by a broker, bank or other nominee
(i.e. in "street name") you will receive instructions from your broker, bank or
other nominee that you must follow in order to have your shares voted. Your
broker or bank may allow you to deliver your voting instructions via the
telephone or the Internet. Please see the instruction form provided by your
broker, bank or other nominee that accompanies this proxy statement.
Participants in the Bank's ESOP or 401(k) Plan
If you participate in the West Essex Bank Employee Stock Ownership Plan
("ESOP") or if you hold shares through the West Essex Bank 401(k) Savings Plan
in the RSI Retirement Trust ("401(k) Plan"), you will receive a vote
authorization form for each plan that reflects all shares you may vote under the
plans. Under the terms of the ESOP, all shares held by the ESOP are voted by the
ESOP trustee, but each participant in the ESOP may direct the trustee how to
vote the shares of Company common stock allocated to his or her account.
Unallocated shares of common stock held by the ESOP and allocated shares for
which no timely voting instructions are received will be voted by the ESOP
trustee in the same proportion as shares for which the trustee has received
voting instructions, subject to the exercise of his or her fiduciary duties.
Under the terms of the 401(k) Plan, participants may direct the trustee of the
West Essex Bancorp, Inc. Stock Fund ("Stock Fund") how to vote shares of Company
common stock credited to their account in the plan. The Stock Fund trustee will
vote all shares for which no directions are given or for which timely
instructions
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were not received in the same proportion as shares for which the trustee
received voting instructions. The deadline for returning your voting
instructions to each plan's trustee is April 18, 2001.
Stock Ownership
The following table provides 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 9, 2001 or as disclosed in certain reports
received to date regarding such ownership filed by such persons with the Company
and with the Securities and Exchange Commission. Other than those persons listed
below, the Company is not aware of any person that owns more than 5% of the
Company's common stock as of March 9, 2001. A person may be considered to own
any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investment power.
Percent of
Number of Common Stock
Name and Address of Beneficial Owner Shares Owned Outstanding
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West Essex Bancorp, M.H.C. 2,350,121(1) 58.94%
417 Bloomfield Avenue
Caldwell, New Jersey 07006
The Baupost Group, L.L.C. 264,700(2) 6.64%
44 Brattle Street
Cambridge, Massachusetts 02138
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(1) Shares of common stock were acquired by the Mutual Holding Company in the
Bank's mutual holding company reorganization, completed on October 2, 1998.
The members of the Board of Directors of the Company and the Bank also
constitute the Board of Directors of the Mutual Holding Company.
(2) Based on information in a Schedule 13G filed on February 14, 2001.
3
The following table provides information about the shares of Company common
stock that may be considered to be owned by each director or nominee for
director of the Company, by the executive officers named in the Summary
Compensation Table and by all directors and executive officers of the Company as
a group as of March 9, 2001. A person may be considered to own any shares of
common stock over which he or she has, directly or indirectly, sole or shared
voting or investment power. Unless otherwise indicated, each of the named
individuals has sole voting and investment power with respect to the shares
shown.
Number of Shares
Number of That May Be
Shares Acquired Within
Owned 60 Days By Percent of Common
Name (excluding options)(1) Exercising Options Stock Outstanding(2)
- - -------------------------------------- -------------------------- --------------------- ---------------------
David F. Brandley..................... 13,694(3) 3,749 *
John J. Burke......................... 73,694(4) 3,749 1.94%
Charles E. Filippo.................... 35,894(5) 8,996 *
William J. Foody...................... 13,694(6) 3,749 *
Everett N. Leonard.................... 11,194 3,749 *
Craig L. Montanaro.................... 15,233 8,996 *
Leopold W. Montanaro.................. 97,173(7) 18,742 2.89
Dennis A. Petrello.................... 28,836(8) 11,246 *
James P. Vreeland..................... 10,694(9) 3,749 *
All Executive Officers and
Directors as a Group (9
persons)............................ 300,106 66,725 9.05%
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* Less than 1% of shares outstanding
(1) Includes unvested shares awarded under the Company's 1999 Stock-Based
Incentive Plan ("Incentive Plan"), as amended and restated, for Messrs.
Brandley, Burke, Filippo, Foody, Leonard, Craig L. Montanaro, Leopold W.
Montanaro, Petrello and Vreeland, as to which the holder has voting power
but not investment power, as follows: 2,955 shares, 2,955 shares, 7,093
shares, 2,955 shares, 2,955 shares, 7,093 shares, 14,777 shares, 8,866
shares and 2,955 shares, respectively. Includes 192 and 2,763 shares
allocated under the supplemental executive retirement plan for Messrs.
Filippo, and Leopold Montanaro as to which the holder has voting power
but not investment power. Also includes shares allocated under the ESOP
for Messrs. Filippo, Craig Montanaro, Leopold Montanaro and Petrello, as
to which the holder has voting power but not investment power, as
follows: 2,479 shares, 1,581 shares, 2,479 shares and 2,479 shares,
respectively.
(2) Percentages with respect to each person or group of persons have been
calculated on the basis of 3,986,991 shares of Company's common stock,
which includes the number of shares of the Company's common stock
outstanding and entitled to vote as of March 9, 2000, plus the number of
shares of the Company's common stock which such person or group of
persons has the right to acquire within 60 days after March 9, 2001, by
the exercise of stock options.
(3) Includes 4,000 shares owned by Mr. Brandley's spouse.
(4) Includes 35,000 shares owned by Mr. Burke's spouse.
(5) Includes 3,000 shares owned by Mr. Filippo's spouse and 500 shares owned
by Mr. Filippo's son.
(6) Includes 5,000 shares owned by Mr. Foody's spouse.
(7) Includes 35,000 shares owned by Mr. Leopold Montanaro's spouse.
(8) Includes 30 shares owned by Mr. Petrello's spouse.
(9) Includes 2,000 shares owned by Mr. Vreeland's spouse.
4
Proposal 1 - Election of Directors
The Board of Directors of the Company consists of six (6) directors and is
divided into three classes. Each of the six members of the Board of Directors
also presently serves as a director of the Bank and the Mutual Holding Company.
Directors are elected for staggered terms of three years each, with the term of
office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The two nominees proposed for election at the annual meeting are John J.
Burke and James P. Vreeland. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding between any
such person and the Company.
In the event that any such nominee is unable to serve 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 may be
designated by the present 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. Unless authority to vote for the directors is withheld, it is intended
that the shares represented by the enclosed proxy card will be voted "FOR" the
election of all nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.
Information regarding the Board of Directors' nominees, directors
continuing in office and the executive officers named in the summary
compensation table who are not also directors is provided below. The age
indicated for each individual is as of March 9, 2001. The indicated period of
service as a director includes the period of service as a director of the Bank.
Board Nominees for Election of Directors
John J. Burke is the President of J.J. Burke & Associates, Inc., a
financial services, insurance consulting firm. Age 54. Director since 1992.
James P. Vreeland is a retired New Jersey State Senator. Age 91. Director
since 1977.
Directors Continuing in Office
The following directors have terms ending in 2002:
David F. Brandley is a partner in the law firm of Brandley & Kleppe. Age
74. Director since 1959.
Everett N. Leonard is a retired Verona, New Jersey Borough Administrator.
Age 87. Director since 1969.
5
The following directors have terms ending in 2003:
William J. Foody is managing partner in the real estate firm of Crow Family
Holdings and Trammell Crow Co. Mr. Foody is currently Chairman of the Board of
Directors of the Bank. Age 73. Director since 1983.
Leopold W. Montanaro has served as Chairman, President and Chief Executive
Officer of the Company and President and Chief Executive Officer of the Bank
since 1998 and 1972, respectively. Mr. Leopold Montanaro is the father of Mr.
Craig Montanaro. Age 61. Director since 1972.
Executive Officers Who Are Not Also Directors
Dennis A. Petrello, age 50, has served as Executive Vice President and
Chief Financial Officer of the Company and the Bank since 1998 and 1984,
respectively.
Charles E. Filippo, age 60, has served as Executive Vice President of the
Company since 1998 and has served as Executive Vice President and Chief Lending
Officer of the Bank since 1994.
Craig L. Montanaro, age 34, has served as Senior Vice President, Corporate
Secretary and Treasurer of the Company and the Bank since 1998 and 1997,
respectively. Mr. Craig Montanaro has been employed by the Bank since 1988. Mr.
Craig Montanaro is the son of Mr. Leopold Montanaro.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors of the Company conducts business through meetings
of the Board of Directors and through the activities of its committees. The
Board of Directors of the Company generally meets on a monthly basis and may
have additional meetings as needed. During the year ended December 31, 2000, the
Board of Directors of the Company, held 13 meetings. All of the directors of the
Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during the
year ended December 31, 2000.
Audit Committee. The Audit Committee consists of Messrs. Burke, Brandley
and Foody, who are all outside Directors. This committee is responsible for the
review of audit reports and management's actions regarding the implementation of
audit findings and review compliance with all relevant laws and regulations. The
Audit Committee met three time(s) during 2000.
Nominating Committee. The Company's Nominating Committee for the 2001
Annual Meeting consists of Messrs. Foody, Brandley, Leonard and Leopold
Montanaro. The committee considers and recommends the nominees for director to
stand for election at the Company's annual meeting of stockholders. The
Company's Charter and Bylaws provide for stockholder nominations of directors.
See "Stockholder Proposals and Nominations." The Nominating Committee met on
February 20, 2001.
Compensation Committee. The Compensation Committee of the Company consists
of the entire Board of Directors of the Company. This Committee is responsible
for all matters regarding compensation and fringe benefits for officers and
employees of the Company and the Bank and meet on an as needed basis. The
Compensation Committee of the Company met two time(s) in fiscal 2000.
6
Directors' Compensation
Directors' Fees. Directors of the Company do not receive any fees or
retainer for serving on the Company's Board of Directors. Non-employee directors
of the Bank, other than the Chairman of the Board, currently receive a quarterly
retainer fee of $3,000 and $700 for each regular board meeting. The Chairman of
the Bank receives an quarterly retainer fee of $3,750 and $825 for each regular
board meeting. Directors do not receive any fees for special board meetings or
committee meetings. Mr. Burke received loan review fees of $75 in 2000 and Mr.
Leonard received inspection fees of $275 in 2000. In addition, all directors,
including retired directors, receive medical and dental benefits. At this time,
only one retired director is receiving such benefits in addition to the active
directors.
Executive Compensation
Summary Compensation Table
The following information is furnished for Messrs. Leopold Montanaro,
Petrello, Filippo and Craig Montanaro. No other executive officer of the Company
and the Bank received salary and bonus in excess of $100,000 in 2000.
Annual Compensation Long-Term Compensation Awards
--------------------------------- --------------------------------------
Other Securities
Annual Restricted Underlying All Other
Name and Principal Fiscal Compensation Stock Awards Options/SARs Compensation
Positions Year Salary($) Bonus($) ($)(1) ($)(2) (#) ($)(3)(4)(5)
- - --------------------------------- ------ --------- --------- ------------- ----------- ------------ ------------
Leopold W. Montanaro............. 2000 $275,000 $100,000 -- -- -- $118,545
Chairman of the Board, 1999 275,000 100,000 -- $175,475 46,853 110,202
President and Chief Executive 1998 275,000 75,000 -- -- -- 95,601
Officer
Dennis A. Petrello............... 2000 $140,000 $ 42,000 -- -- -- $ 17,880
Executive Vice President and 1999 140,000 38,000 -- $105,289 28,112 23,246
Chief Financial Officer 1998 140,000 30,000 -- -- -- 11,677
Charles E. Filippo............... 2000 $140,000 $ 30,000 -- -- -- $ 49,925
Executive Vice President 1999 140,000 30,000 -- $ 84,227 22,489 53,053
1998 140,000 25,000 -- -- -- 37,771
Craig L. Montanaro............... 2000 $100,000 $ 25,000 -- -- -- $ 13,157
Senior Vice President, 1999 90,000 15,000 -- $ 84,227 22,489 14,830
Corporate Secretary and 1998 85,000 10,000 -- -- -- 6,964
Treasurer
- - -------------------------------
(1) Does not include the aggregate amount of perquisites and other personal
benefits, which did not exceed the lesser of $50,000 or 10% of any
individual's total salary and bonus for the year.
(2) Includes 18,471, 11,083, 8,866 and 8,866 shares of restricted stock granted
to Messrs. Leopold Montanaro, Petrello, Filippo and Craig Montanaro,
respectively, under the Incentive Plan which began vesting in five equal
annual installments on April 30, 2000. When shares become vested and are
distributed from the trust in which they are held, the recipients will also
receive an amount equal to the accumulated cash and stock dividends (if
any) paid with respect thereto, plus earnings thereon. Based on the closing
price of $12.25 on December 29, 2000, the market values of the unvested
shares of restricted stock held by Messrs. Leopold Montanaro, Petrello,
Filippo and Craig Montanaro were $181,018, $108,609, $86,889 and $86,889,
respectively.
(3) Includes employer contributions of $85,785 and $31,337 to Messrs. Leopold
Montanaro and Filippo, respectively, pursuant to the Bank's supplemental
income agreements. These payments are made to pay premiums on split-dollar
life insurance policies
7
the Bank has purchased on the lives of Messrs. Leopold Montanaro and
Filippo in connection with the supplemental income agreements. Upon the
death of Messrs. Leopold Montanaro and Filippo, the Bank expects to retain
proceeds from the insurance policies sufficient to cover all prior
contributions made to the supplemental income agreements.
(4) Includes employee stock ownership plan allocations for Messrs. Leopold
Montanaro, Petrello, Filippo and Craig Montanaro which have a market value
of $17,271, $17,271, $17,271 and $13,157, respectively.
(5) Includes employer contributions of $15,489, $609 and $1,317 credited under
the Bank's supplemental executive retirement plan for Messrs. Leopold
Montanaro, Petrello and Filippo, respectively.
Compensation Arrangements
Employment Agreements. Effective February 1999, the Bank and the Company
entered into employment agreements with Mr. Leopold Montanaro. The employment
agreements provide for three-year terms and are renewable on an annual basis
following a review of Mr. Montanaro's performance by the Board of Directors.
Under the employment agreements, the current base salary for Mr. Montanaro is
$300,000, which amount is paid by the Bank and reviewed by the Board of
Directors on an annual basis. In addition to the base salary, the employment
agreements provide for, among other things, participation in various employee
benefit plans and stock-based compensation programs, as well as furnishing
fringe benefits available to similarly-situated executive personnel.
The employment agreements provide for termination by the Bank or the
Company for cause, as defined in the employment agreements, at any time. If the
Bank or the Company chooses to terminate the executive's employment for reasons
other than for cause, or if Mr. Montanaro resigns from the Bank or the Company
after specified circumstances that would constitute constructive termination,
Mr. Montanaro or, if Mr. Montanaro dies, his beneficiary, would be entitled to
receive an amount equal to the remaining base salary payments due to Mr.
Montanaro and the contributions that would have been made on his behalf to any
employee benefit plans of the Bank and the Company during the remaining term of
the employment agreement. The Bank and the Company would also continue and/or
pay for Mr. Montanaro's life, medical, dental and long-term disability coverage
for the remaining term of the employment agreement. The employment agreements
restrict Mr. Montanaro's right to compete against the Bank or the Company for a
period of one year from the date of termination of the agreement if his
employment is terminated without cause, except if termination follows a change
in control.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank, Mr. Montanaro or, in the event of his death, Mr.
Montanaro's beneficiary would be entitled to a severance payment or liquidated
damages, or both, in a sum equal to three times the average of the five
preceding taxable years' "annual compensation" (as defined in the agreements).
The Bank or the Company would also continue the Mr. Montanaro's life, medical,
dental and long-term disability coverage for thirty- six months. Even though
both the Bank and Company employment agreements provide for a severance payment
if a change in control occurs, Mr. Montanaro would not receive duplicative
payments or benefits under the agreements.
The maximum present value of the severance benefits under the employment
agreement's is 2.99 times Mr. Montanaro's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base amount"). The agreements also provide for continued coverage under the
Bank's life, medical, dental and long-term disability programs for a 36-month
period following a change in control.
Payments to Mr. Montanaro under the Bank's employment agreement will be
guaranteed by the Company if payments or benefits are not paid by the Bank.
Payment under the Company's employment
8
agreement would be made by the Company. All reasonable costs and legal fees paid
or incurred by Mr. Montanaro under any dispute or question of interpretation
relating to the employment agreements shall be paid by the Bank or Company,
respectively, if Mr. Montanaro is successful on the merits in a legal judgment,
arbitration or settlement. The employment agreements also provide that the Bank
and Company shall indemnify Mr. Montanaro to the fullest extent legally
allowable.
Change in Control Agreements. Effective February 2, 1999, the Company and
the Bank entered into three-year Change in Control Agreements (the "CIC
Agreements") with Messrs. Petrello, Filippo and Craig Montanaro. Commencing on
the first anniversary date of a CIC Agreement and continuing on each anniversary
thereafter, the Board of Directors may renew the agreement for an additional
year following a review of each officer's performance for the year. Each CIC
Agreement provides that in the event voluntary or involuntary termination
follows a change in control of the Bank or the Company, as the case may be, the
officer covered by the agreement will receive a severance payment equal to three
times the officer's average annual compensation for the five preceding taxable
years. The Bank or the Company will also continue to pay for the officer's life,
health and disability coverage for 36 months following termination.
Management Supplemental Executive Retirement Plan. The Bank maintains a
non-qualified deferred compensation arrangement known as a "Management
Supplemental Executive Retirement Plan" (the "MSERP"). The MSERP makes up lost
ESOP benefits to designated participants who retire or terminate employment in
connection with a change in control prior to the complete repayment of the ESOP
loan. Generally, upon the retirement of an eligible individual (designated by
the Board of Directors of the Bank or the Company or upon a change in control of
the Bank or the Company prior to complete repayment of the ESOP Loan), the MSERP
will provide the individual with a benefit determined by first (i) projecting
the number of shares that would have been allocated to the individual under the
ESOP if the individual had remained employed throughout the term of the ESOP
loan (measured from the individual's first date of ESOP participation) and (ii)
reducing that number by the number of shares actually allocated to the
individual's account under the ESOP; and second, by multiplying the number of
shares that represent the difference between such figures by the average fair
market value of the Common Stock over the preceding five years. The individual's
benefits become payable upon the participant's retirement or upon the change in
control of the Bank or the Company.
Supplemental Income Agreements. The Bank currently sponsors non-qualified
supplemental executive retirement plans for Messrs. Leopold Montanaro and
Filippo. The plans generally provide benefits to the two executives otherwise
lost under the Bank's pension plan as a result of limitations imposed by the
Internal Revenue Code ("Code") on the amount of compensation the Bank can
consider under the pension plan in determining benefits. The non-qualified
arrangements for Messrs. Leopold Montanaro and Filippo are "funded" through the
use of secular trusts and life insurance policies, under which the Bank will
recover the entire cost of its contribution to the plans upon the deaths of
Messrs. Leopold Montanaro and Filippo.
9
Option Value at Fiscal Year End
The following table provides certain information with respect to the number
of shares of common stock represented by outstanding options held by Messrs.
Leopold Montanaro, Petrello, Filippo and Craig Montanaro as of December 31,
2000. Also reported are the values for "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.
Fiscal Year-End Option Value
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End(#) at Fiscal Year-End($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
- - --------- ------------- ---------------- ------------- -----------------
Leopold W. Montanaro................ 9,371 37,482 $25,770 $103,076
Dennis A. Petrello.................. 5,623 22,489 15,463 61,845
Charles E. Filippo.................. 4,498 17,991 12,370 49,475
Craig L. Montanaro.................. 4,498 17,991 12,370 49,475
- - -------------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2000 less the option
exercise price. Options are in-the-money if the market value of shares
covered by the options is greater than the exercise price.
Transactions With Management
Federal regulations require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of the Bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
Board of Directors.
The Bank offers directors, officers and full-time employees of the Bank who
satisfy certain criteria and the general underwriting standards of the Bank,
loans with interest rates which are 2% over the Bank's cost of deposits, as
reported to the Board of Directors from the previous month, rounded either up or
down to the nearest 1/8th percent, the Employee Mortgage Rate ("EMR"). The EMR
is limited to owner-occupied residential mortgage loans, owner-occupied home
improvement loans, owner-occupied home equity loans and owner-occupied
construction loans. Loan application fees, including points, are waived for all
EMR loans. The EMR remains in effect as long as the officer or employee remains
at the Bank. In the event the director, officer or employee leaves the Bank for
any reason other than a change in control, the interest rate reverts to the
contract rate in effect at the time that the loan was originated. All other
terms and conditions contained in the original mortgage and note continue to
remain in effect. With the exception of EMR loans, the Bank currently makes
loans to its executive officers, directors and employees on the same terms and
conditions offered to the general public. Loans made by the Bank to its
directors and executive officers are made in the ordinary course of business, on
substantially the same terms (except for EMR loans), including collateral, as
those prevailing at the time for comparable transactions with other persons and
do not involve
10
more than the normal risk of collectibility or present other unfavorable
features. All such loans were made by the Bank in the ordinary course of
business, with no favorable terms (except for EMR loans) and such loans do not
involve more than the normal risk of collectibility or present unfavorable
features.
The Company intends that all transactions in the future between the
Company and its executive officers, directors, holders of 10% or more of the
shares of any class of its common stock and affiliates thereof, will contain
terms no less favorable to the Company than could have been obtained by it in
arm's length negotiations with unaffiliated persons and will be approved by a
majority of independent outside directors of the Company not having any interest
in the transaction.
Set forth below is certain information as of December 31, 2000, with
respect to loans made by the Bank on preferential terms to executive officers
whose aggregate indebtedness to the Bank exceeded $60,000 at any time since
January 1, 2000.
Maturity Largest Amount Balance as of Interest Rate as
Date Date Outstanding Since December 31, of December 31, Type
Name and Position of Loan of Loan January 1, 2000 2000 2000 of Loan
- - ------------------------------- -------- ----------- ----------------- ------------- ---------------- ---------
William J. Foody 12/26/97 01/01/28 $488,172 $481,369 6.125 Mortgage
Chairman of the Board
Dennis A. Petrello 06/08/98 07/01/18 129,901 125,999 6.125 Mortgage
Executive Vice President and
Chief Financial Officer
Charles E. Filippo 04/08/96 05/01/26 238,436 228,990 6.875 Mortgage
Executive Vice President and
Chief Lending Officer
Craig C. Montanaro 08/01/97 09/01/27 220,825 217,690 6.125 Mortgage
Senior Vice President, Corporate
Secretary of Treasurer
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that each of its executive officers and
directors has complied with applicable reporting requirements for transactions
in Company common stock during the fiscal year ended December 31, 2000.
11
Proposal 2 -- Ratification of Appointment
of Independent Auditors
The Company's independent auditors for the fiscal year ended December 31,
2000 were Radics & Co., LLC. The Company's Board of Directors has reappointed
Radics & Co., LLC to continue as independent auditors for the Bank and the
Company for the fiscal year ending December 31, 2001, subject to ratification of
such appointment by the stockholders.
Representatives of Radics & Co., LLC will be present at 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 marked to the contrary, the shares represented by the enclosed proxy
card will be voted "FOR" ratification of the appointment of Radics & Co., LLC as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF RADICS & CO., LLC AS THE INDEPENDENT AUDITORS OF THE COMPANY.
Audit Fees
The aggregate fees the Company paid to Radics & Co., LLC for the annual
audit and for the related services regarding the Company's Forms 10-KSB and
10-QSB for the fiscal year 2000 totaled $50,100.
All Other Fees
The aggregate fees the Company paid to Radics & Co., LLC for all other
non-audit services during fiscal year 2000 totaled $33,000.
The Audit Committee has determined that the non-audit fees paid to Radics &
Co., LLC are compatible with maintaining Radics & Co., LLC's independence.
Audit Committee Report
The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Audit Committee of the Board of Directors is responsible for assisting
the Board of Directors in fulfilling its responsibility to the stockholders
relating to corporate accounting, reporting practices and the quality and
integrity of the financial reports of the Company. Additionally, the Audit
Committee selects the auditors and reviews their independence and their annual
audit. The Audit Committee is comprised of three directors, each of whom is
independent under National Association of Securities Dealer's listing standards.
The Audit Committee acts under a written charter adopted by the Board of
Directors, a copy of which is attached to this proxy statement as Appendix A.
12
The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussions, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000 for
filing with the Securities and Exchange Commission.
Members of the Audit Committee:
John J. Burke
David F. Brandley
William J. Foody
Stockholders Proposals And Nominations
Stockholder Proposals
The Company must receive proposals that stockholders seek to include in the
proxy statement for the Company's next annual meeting no later than November 26,
2001. If next years annual meeting is held on a date more than 30 calendar days
from April 25, 2002, a stockholder proposal must be received by a reasonable
time before the Company begins to print and mail its proxy solicitation for such
annual meeting. Any stockholder proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.
Notice of Business to be Conducted at a Special or Annual Meeting
The Company's Bylaws provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 90 days before the
date of the annual meeting; provided that if less than 100 days' notice or prior
public disclosure of the date of the annual meeting is given to stockholders,
such notice must be delivered not later than the close of the tenth day
following the day on which notice of the date of the annual meeting was mailed
to stockholders or prior public disclosure of the meeting date was made. A copy
of the Bylaws may be obtained from the Company.
Miscellaneous
The cost of solicitation of proxies on behalf of the Board will be borne by
the Company. Proxies may be solicited personally or by telephone by directors,
officers and other employees of the Company and the Bank without any additional
compensation. The Company 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, the beneficial owners, and will reimburse those record holders for their
reasonable expenses in doing so.
13
The Company's Annual Report to Stockholders has been mailed to stockholders
as of the close of business on March 9, 2001. Any stockholder who has not
received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated herein by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended December 31,
2000, as filed with the Securities and Exchange Commission will be furnished
without charge to stockholders as of the close of business on March 9, 2001 upon
written request to Craig L. Montanaro, Corporate Secretary, West Essex Bancorp,
Inc., 417 Bloomfield Avenue, Caldwell, New Jersey 07006.
By Order of the Board of Directors
/s/ Craig L. Montanaro
Craig L. Montanaro
Senior Vice President, Corporate Secretary and
Treasurer
Caldwell, New Jersey
March 26, 2001
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
14
Appendix A
WEST ESSEX BANCORP, INC.
AUDIT COMMITTEE CHARTER
Mission Statement
The committee's role is to assist the board of directors in overseeing all
material aspects of West Essex Bancorp, Inc.'s (the "Company") financial
reporting, internal control, and audit function, including a particular focus on
the qualitative aspects of financial reporting to stockholders, on compliance
with significant applicable accounting, legal, ethical, and regulatory
requirements and to ensure the objectivity of the financial statements. The role
also includes maintenance of strong, positive working relationships with
management, external and internal auditors, counsel, and other committee
advisors.
Organization
Committee Composition. The committee shall consist of at least three board
members, a majority of whom shall be independent of management and the Company.
In the event the composition of the committee was to change, no more than one
non-independent director is permitted. Committee appointments, including
selection of the committee chairperson, shall be approved annually by the full
board.
Each member shall be familiar with the Company's business. Each member
shall have a basic financial literacy, which means "the ability to read and
understand the Company's fundamental financial statements, balance sheet, income
statement and cash flow statements." Each member must be willing to devote the
time necessary to understand the Company and prepare for meetings, ready to ask
pertinent questions about the Company's financial condition and its internal
accounting. For those members who request such, the company will provide sources
for training that will enhance the member(s) financial literacy and make it
possible for the member(s) to fulfill their fiduciary responsibilities.
Meetings. The committee shall meet at least quarterly. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. A
quorum of the committee shall be declared when a majority of the appointed
members of the committee are in attendance.
External Resources. The committee shall be authorized to access internal
and external resources, as the committee requires, to carry out its
responsibilities.
Roles and Responsibilities
Communication with the Board of Directors and Management
o The chairperson and others on the committee shall, to the extent
appropriate, have contact throughout the year with senior management,
the board of directors, external and internal auditors and legal
counsel, as applicable, to strengthen the committee's knowledge of
relevant current and prospective business issues, risks and exposures.
This will include requests by the committee that members of
A-1
management, counsel, the internal and external auditors, as applicable,
participate in committee meetings, as necessary, to carry out the
committee's responsibilities.
o The committee, with input from management and other key committee
advisors, shall develop an annual plan, which shall include an agenda
and procedures for the review of the Company's quarterly financial
data, its year end audit, the procedures and results of the internal
audit and the review of the independence of its accountants.
o The committee, through the committee chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the
full board.
o The committee shall make recommendations to the full board regarding
the compensation to be paid to the external auditors and its views
regarding the retention of the auditors for the upcoming fiscal year.
Review of the Internal Audit
o The internal audit function shall be responsible to the board of
directors through the committee.
o The committee shall review and assess the annual internal audit plan,
including the activities and organizational structure of the internal
audit function.
o The committee shall meet with the internal auditors, at least
semi-annually, to review the status of the internal audit activities,
any significant findings and recommendations by the internal auditors
and management's response.
o The committee should inquire of the internal auditors as to whether
they have identified any significant issues relative to the overall
board responsibility that have been communicated to management but, in
their judgment, have not been adequately addressed, they shall
communicate these issues to the committee.
Review of the External Audit
o The committee shall meet at least semi-annually with the external
auditors who shall report all relevant issues to the committee.
o The external auditors, in their capacity as independent public
accountants, shall be responsible to the board of directors and the
audit committee as representatives of the stockholders.
o The committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review should
include a determination of whether the annual financial statements are
consistent with the information known to committee members. This review
shall also include a review of key financial statement issues and
risks, their impact or potential effect on reported financial
information, the processes used by management to address such matters,
related auditor views, and the basis for audit conclusions. Any
important conclusions on concerning the year-end audit work should be
discussed well in advance of the public release of the annual financial
statements.
A-2
o The committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The committee
shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards
Board. Additionally, the committee shall discuss with the auditor
relationships or services that may affect auditor objectivity or
independence. If the committee is not satisfied with the auditors'
assurances of independence, it shall take or recommend to the full
board appropriate action to ensure the independence of the external
auditor.
o The committee shall review any important recommendations on financial
reporting, controls and other matters, as well as management's
response to the same.
o The committee should inquire of the external auditors as to whether
they have identified any significant issues relative to the overall
board responsibility that have been communicated to management but, in
their judgement, have not been adequately addressed.
Reporting to Stockholders
o The committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any
important issues on interim financial statements should be discussed
well in advance of the public release of the interim financial
statements.
o The committee will ensure that management requires that the external
auditors review the financial information included in the Company's
interim financial statements before the Company files its quarterly
reports with the Securities and Exchange Commission.
o The committee shall review all major financial reports in advance of
filings or distribution, including the annual report.
o The committee shall annually provide a written report of its
activities and findings, a copy of which shall be included within the
proxy statement for the annual meeting. The report shall appear over
the names of the audit committee. Such report shall be furnished to
and approved by the full board of directors prior to its inclusion in
the proxy statement. The report will state whether the committee: (i)
has reviewed and discussed the audited financial statements with
management; (ii) has discussed with the independent auditors the
matters to be discussed by Statement of Auditing Standards No. 61;
(iii) has received the written disclosures and the letter from the
independent auditors regarding the auditor's independence required by
Independence Standards Board Standard No. 1; (iv) has discussed with
the auditors their independence; and (v) based on the review and
discussion of the audited financial statements with management and the
independent auditors, has recommended to the board of directors that
the audited financial statements be included in the Company's annual
report on Form 10-KSB.
o The Company shall disclose that the committee is governed by a written
charter, a copy of which has been approved by the full board of
directors. The committee shall review the charter annually, assess its
adequacy and propose appropriate amendments to the full board of
directors. A copy of the charter shall be filed as an appendix to the
proxy statement at least every three years.
Regulatory Examinations
A-3
o The committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.
Committee Self Assessment and Education
o The committee shall review, discuss, and assess its own performance as
well as the committee role and responsibilities, seeking input from
senior management, the full board, and others.
o The Committee shall review significant accounting and reporting issues,
including recent professional and regulatory pronouncements and
understand their impact on the Company's business, results of operation
and financial statements.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.
A-4
REVOCABLE PROXY
WEST ESSEX BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2001
10:00 a.m. Local Time
-------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of West Essex
Bancorp, Inc. (the "Company") with full power of substitution, to act as proxy
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,
to be held on April 25, 2001, at 10:00 a.m. local time, at the Radisson Hotel,
Route 46, Fairfield, New Jersey and at any and all adjournments thereof, with
all of the powers the undersigned would possess if personally present at such
meeting as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
John J. Burke and James P. Vreeland
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
|_| |_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
- - --------------------------------------------------------------------------------
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors of West Essex Bancorp, Inc. for the fiscal year
ending December 31, 2001.
FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted "FOR" Proposals 1 and 2. If any other
business is presented at the annual meeting, including whether or not to adjourn
the meeting, this proxy will be voted by the proxy committee in its best
judgment. At the present time, the Board of Directors knows of no other business
to be presented at the annual meeting. This proxy also confers discretionary
authority on the proxy committee to vote with respect to the election of any
person as director where the nominees are unable to serve or for good cause will
not serve and matters incident to the conduct of the meeting.
Dated:______________________________
------------------------------------
SIGNATURE OF STOCKHOLDER
------------------------------------
SIGNATURE OF CO-HOLDER (IF ANY)
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a notice of annual meeting of stockholders and of a
proxy statement for the annual meeting of stockholders and of the annual report
to stockholders.
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.
-----------------------------
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
WEST ESSEX BANK LETTERHEAD
Dear ESOP Participant:
On behalf of the Board of Directors, I am forwarding to you the attached
green vote authorization form for the purpose of conveying your voting
instructions to RSI Trust Company (the "ESOP Trustee") on the proposals
presented at the Annual Meeting of Stockholders of West Essex Bancorp, Inc. (the
"Company") on April 25, 2001. Also enclosed is a Notice and Proxy Statement for
the Company's Annual Meeting of Stockholders and a West Essex Bancorp, Inc.
Annual Report to Stockholders.
As of the Record Date, March 9, 2001, the West Essex Bank Employee Stock
Ownership Plan (the "ESOP") Trust held ______ shares of Common Stock, _______ of
which had been allocated to participants' accounts. These allocated shares of
Company common stock will be voted as directed by the ESOP participants;
provided timely instructions from the participants are received by the ESOP
Trustee. The unallocated shares of Company common stock in the ESOP Trust and
the allocated shares of Company common stock for which no instructions are
provided, or for which no timely instructions are received by the ESOP Trustee
will be voted by the ESOP Trustee in a manner calculated to most accurately
reflect the instructions the ESOP Trustee has received from participants
regarding the shares of Company common stock allocated to their accounts, so
long as such vote is in accordance with the Employee Retirement Income Security
Act of 1974, as amended.
At this time, in order to direct the voting of the shares allocated to your
account under the ESOP, please complete and sign the enclosed green vote
authorization form and return it in the enclosed postage-paid envelope no later
than April 18, 2001. Your vote will not be revealed, directly or indirectly, to
any officer, employee or director of the Company or West Essex Bank. The votes
will be tallied by the ESOP Trustee and the ESOP Trustee will use the voting
instructions it receives to vote the shares of Company common stock in the ESOP
Trust.
Sincerely,
/s/ Dennis A. Petrello
Dennis A. Petrello
Executive Vice President and
Chief Financial Officer
Name:_____________________
Shares:___________________
VOTE AUTHORIZATION FORM
I, the undersigned, understand that RSI Trust Company, the ESOP Trustee, is
the holder of record and custodian of all shares attributed to me of West Essex
Bancorp, Inc. (the "Company") common stock under the West Essex Bank Employee
Stock Ownership Plan. I understand that my voting instructions are solicited on
behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders to be held on April 25, 2001.
Accordingly, you are to vote my shares as follows:
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
John J. Burke and James P. Vreeland
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
|_| |_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
- - --------------------------------------------------------------------------------
2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of West Essex Bancorp, Inc. for the fiscal year ending December
31, 2001.
FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The ESOP Trustee is hereby authorized to vote any shares attributed to me
in its trust capacity as indicated above.
- - ------------------------------ ---------------------------------------
Date Signature
Please date, sign and return this form in the enclosed postage-paid envelope no
later than April 18, 2001.
WEST ESSEX BANK LETTERHEAD
Dear 401(k) Plan Participant:
On behalf of the Board of Directors, I am forwarding to you the attached
yellow vote authorization form for the purpose of conveying your voting
instructions to RSI Trust Company (the "Employer Stock Fund Trustee") on the
proposals presented at the Annual Meeting of Stockholders of West Essex Bancorp,
Inc. (the "Company") on April 25, 2001. Also enclosed is a Notice and Proxy
Statement for the Company's Annual Meeting of Stockholders and a West Essex
Bancorp, Inc. Annual Report to Stockholders.
As a 401(k) Plan Participant investing in the West Essex Bancorp, Inc.
Stock Fund, you are entitled to direct the Employer Stock Fund Trustee as to the
voting of Company common stock credited to your accounts. The Employer Stock
Fund Trustee will vote all shares of Company common stock for which no
directions are given or for which timely instructions were not received in a
manner calculated to most accurately reflect the instructions the Employer Stock
Fund Trustee received from participants regarding shares of Company common stock
in their 401(k) Plan accounts.
At this time, in order to direct the voting of Company common stock
credited to your account in the Employer Stock Fund, you must fill out and sign
the enclosed yellow vote authorization form and return it to the Employer Stock
Fund Trustee in the accompanying postage-paid envelope by April 18, 2001. Your
vote will not be revealed, directly or indirectly, to any officer, employee or
director of the Company or West Essex Bank. The votes will be tallied by the
Employer Stock Fund Trustee and the Employer Stock Fund Trustee will use the
voting instructions it receives to vote the shares of Company common stock held
in the Employer Stock Fund Trust.
Sincerely,
/s/ Dennis A. Petrello
Dennis A. Petrello
Executive Vice President and
Chief Financial Officer
Name:_____________________
Shares:___________________
VOTE AUTHORIZATION FORM
I, the undersigned, understand that RSI Trust Company, the Employer Stock
Fund Trustee, is the holder of record and custodian of all shares attributed to
me of West Essex Bancorp, Inc. (the "Company") common stock under the West Essex
Bank 401(k) Plan. I understand that my voting instructions are solicited on
behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders to be held on April 25, 2001.
Accordingly, you are to vote my shares as follows:
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
John J. Burke and James P. Vreeland
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
|_| |_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
- - --------------------------------------------------------------------------------
2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of West Essex Bancorp, Inc. for the fiscal year ending December
31, 2001.
FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Employer Stock Fund Trustee is hereby authorized to vote any shares
attributed to me in its trust capacity as indicated above.
- - ------------------------------ ---------------------------------------
Date Signature
Please date, sign and return this form in the enclosed postage-paid envelope no
later than April 18, 2001.
WEST ESSEX BANCORP, INC. LETTERHEAD
Dear Stock Award Recipient:
On behalf of the Board of Directors, I am forwarding to you the attached
blue vote authorization form for the purpose of conveying your voting
instructions to RSI Trust Company (the "Incentive Plan Trustee") on the
proposals presented at the Annual Meeting of Stockholders of West Essex Bancorp,
Inc. (the "Company") on April 25, 2001. Also enclosed is a Notice and Proxy
Statement for the Company's Annual Meeting of Stockholders and a West Essex
Bancorp, Inc. Annual Report to Stockholders.
As of the Record Date, March 9, 2001, __________ shares of West Essex
Bancorp, Inc. common stock had been granted to participants. The Incentive Plan
Trustee will vote those shares of the Company common stock held in the Incentive
Plan Trust in accordance with instructions of the stock award recipients.
At this time, in order to direct the voting of Company common stock awarded
to you under the Incentive Plan, you must complete and sign the enclosed blue
vote authorization form and return it in the accompanying postage-paid envelope
no later than April 18, 2001. Your vote will not be revealed, directly or
indirectly, to any officer, employee or director of the Company or West Essex
Bank. The votes will be tallied by the Incentive Plan Trustee and the Incentive
Plan Trustee will use the voting instructions it receives to vote the shares of
Company common stock held in the Incentive Plan Trust.
Sincerely,
/s/ Dennis A. Petrello
Dennis A. Petrello
Executive Vice President and
Chief Financial Officer
Name:_____________________
Shares:___________________
VOTE AUTHORIZATION FORM
I understand that my voting instructions are solicited on behalf of the
Company's Board of Directors for the Annual Meeting of Stockholders to be held
on April 25, 2001.
Accordingly, you are to vote my shares as follows:
1. The election as directors of all nominees listed (unless the "For All
Except" box is marked and the instructions below are complied with).
John J. Burke and James P. Vreeland
FOR ALL
FOR VOTE WITHHELD EXCEPT
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INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.
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2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of West Essex Bancorp, Inc. for the fiscal year ending December
31, 2001.
FOR AGAINST ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The Incentive Plan Trustee is hereby authorized to vote any shares attributed to
me in its trust capacity as indicated above.
- - ------------------------------ ---------------------------------------
Date Signature
Please date, sign and return this form in the enclosed postage-paid envelope no
later than April 18, 2001.