SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Staten Island Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
N/A
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
N/A
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
N/A
________________________________________________________________________________
5) Total fee paid:
N/A
________________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
N/A
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
N/A
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3) Filing Party:
N/A
________________________________________________________________________________
4) Date Filed:
N/A
________________________________________________________________________________
[Staten Island Bancorp, Inc. Letterhead]
March 30, 2001
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Staten Island Bancorp, Inc. The meeting will be held at the Excelsior Grand,
located at 2380 Hylan Boulevard, Staten Island, New York, on Thursday, May 10,
2001 at 10:00 a.m., Eastern Time. The matters to be considered by stockholders
at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Staten Island Bancorp, Inc.
is sincerely appreciated.
Sincerely,
/s/Harry P. Doherty
-------------------
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
STATEN ISLAND BANCORP, INC.
15 Beach Street
Staten Island, New York 10304
(718) 447-7900
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 10, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Staten Island Bancorp, Inc. (the "Company") will be held at the
Excelsior Grand, located at 2380 Hylan Boulevard, Staten Island, New York, on
Thursday, May 10, 2001 at 10:00 a.m., Eastern Time, for the following purposes,
all of which are more completely set forth in the accompanying proxy statement
("Proxy Statement"):
(1) To elect three (3) directors for a three-year term or until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Arthur
Andersen L.L.P. as the Company's independent auditors for the fiscal year ending
December 31, 2001;
(3) To consider and vote upon a stockholder proposal, if presented at
the Annual Meeting; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed March 12, 2001 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Patricia A. Smith
--------------------
Patricia A. Smith
Corporate Secretary
Staten Island, New York
March 30, 2001
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
STATEN ISLAND BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of Staten Island Bancorp, Inc. (the
"Company"), the Delaware-chartered thrift holding company for SI Bank & Trust
(the "Savings Bank"). Proxies are being solicited on behalf of the Board of
Directors of the Company to be used at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Excelsior Grand, located at 2380 Hylan
Boulevard, Staten Island, New York, on Thursday, May 10, 2001 at 10:00 a.m.,
Eastern Time, for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This Proxy Statement is first being mailed to stockholders on or
about March 30, 2001.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for directors described herein,
for ratification of the appointment of Arthur Andersen L.L.P. ("Arthur Andersen
") for fiscal 2001, against the stockholder proposal and, upon the transaction
of such other business as may properly come before the meeting, in accordance
with the best judgment of the persons appointed as proxies. Any stockholder
giving a proxy has the power to revoke it at any time before it is exercised by
(i) filing with the Secretary of the Company written notice thereof (Patricia A.
Smith, Corporate Secretary, Staten Island Bancorp, Inc., 15 Beach Street, Staten
Island, New York 10304); (ii) submitting a duly-executed proxy bearing a later
date; or (iii) appearing at the Annual Meeting and giving the Secretary notice
of his or her intention to vote in person. Proxies solicited hereby may be
exercised only at the Annual Meeting and any adjournment thereof and will not be
used for any other meeting.
VOTING
Only stockholders of record at the close of business on March 12, 2001
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 33,758,687 shares of Common Stock outstanding and
the Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting. Directors are elected by a plurality of the
votes cast with a quorum present. The three persons who receive the greatest
number of votes of the holders of Common Stock represented in person or by proxy
at the Annual Meeting will be elected directors of the Company. Abstentions are
considered in determining the presence of a quorum and will not affect the vote
required for the election of directors. The affirmative vote of the holders of a
majority of the total votes present in person or by proxy at the meeting and
entitled to vote is required to ratify the appointment of the independent
auditors and to approve the stockholder proposal. Abstentions will be counted as
present and entitled to vote and will have the effect of a vote against such
proposals. Under rules of the New York Stock Exchange ("NYSE"), each of the
proposals, except for the stockholder proposal, is considered a "discretionary"
item upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions and, accordingly,
there will be no "broker non-votes" with respect to the election of directors
and the ratification of the Company's independent auditors. Stockholder
proposals are considered "non-discretionary" items and brokerage firms which
have received no instructions from their clients will have no discretion with
respect to voting on such items. Broker non-votes will have no effect on the
stockholder proposal.
1
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
There currently are 10 directors of the Company. In accordance with the
Company's Bylaws, two current directors, Messrs. Charles Bartels and Kenneth
Nelson, are retiring and will not stand for re-election. The Company's Board of
Directors has adopted a resolution that, as of the Annual Meeting, the Board
will be reduced in size to nine members. The Company's Certificate of
Incorporation provides that the Board of Directors of the Company shall be
divided into three classes as nearly equal in number as possible, with one class
to be elected annually. Stockholders of the Company are not permitted to
cumulate their votes for the election of directors.
At the Annual Meeting, stockholders of the Company will be asked to
elect one class of directors, consisting of three directors, for a three-year
term expiring in 2004, and until their successors are elected and qualified.
No director or executive officer of the Company is related to any other
director or executive officer of the Company by blood, marriage or adoption, and
each of the nominees, except Mr. Allan Weissglass, currently serves as a
director of the Company. Mr. Weissglass has served as a director of the Savings
Bank since November 2000.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If the person or persons named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
nominate and vote for one or more replacement nominees recommended by the Board
of Directors. At this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues.
Nominees for Director for a Three-Year Term Expiring in 2004
- ------------------------------------------------ -------------------- ---------------------------
Director
Name and Position Age(1) Since(2)
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
James R. Coyle 54 1990
Director, President and Chief Operating Officer
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
John R. Morris 62 1986
Director
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
Allan Weissglass 66 2000
- ------------------------------------------------ -------------------- ---------------------------
The Board of Directors recommends that you vote FOR the election of the above
nominees for director.
Members of the Board of Directors Continuing in Office - Directors Whose Terms Expire in 2002
- ---------------------------------------------------- ------------------ -------------------------
Director
Name and Position Age(1) Since(2)
- ---------------------------------------------------- ------------------ -------------------------
- ---------------------------------------------------- ------------------ -------------------------
Harold Banks 77 1983
Director
- ---------------------------------------------------- ------------------ -------------------------
- ---------------------------------------------------- ------------------ -------------------------
Denis P. Kelleher 62 1988
Director
- ---------------------------------------------------- ------------------ -------------------------
- ---------------------------------------------------- ------------------ -------------------------
Julius Mehrberg 71 1996
Director
- ---------------------------------------------------- ------------------ -------------------------
(Continued on next page)
2
Directors Whose Terms Expire in 2003
- ------------------------------------------------ -------------------- ---------------------------
Director
Name and Position Age(1) Since(2)
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
Harry P. Doherty 58 1989
Chairman of the Board and Chief Executive
Officer
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
William G. Horn 77 1968
Director
- ------------------------------------------------ -------------------- ---------------------------
- ------------------------------------------------ -------------------- ---------------------------
William E. O'Mara 70 1994
Director
- ------------------------------------------------ -------------------- ---------------------------
- -------------------
(1) At March 12, 2001.
(2) Includes service as a director of the Savings Bank.
Information concerning the principal position with the Company and the
Savings Bank and principal occupation of each nominee for director and members
of the Board continuing in office during the past five years is set forth below.
Harold Banks. Mr. Banks is a cemetarian and has been Executive
Director, Secretary and Treasurer of Ocean View The Cemetery Beautiful, Staten
Island, New York, since 1979. Mr. Banks also serves on the Boards of the Elmweir
Cemetery Association and Mt. Zion Cemetery.
James R. Coyle. Mr. Coyle has served as President and Chief Operating
Officer of the Savings Bank since June 1990. Previously, Mr. Coyle served as
Executive Vice President from 1987 to 1990 and as Chief Financial Officer from
1989 to 1990. Mr. Coyle has been employed by the Savings Bank since 1970. Mr.
Coyle is a member of the Board of the Center for Financial Studies, Fairfield,
Connecticut, and is a member of Community Bankers Association of New York State
("CBANYS").
Harry P. Doherty. Mr. Doherty has served as Chairman of the Board and
Chief Executive Officer of the Savings Bank since May 1990. Previously, Mr.
Doherty served as President and Chief Operating Officer from 1989 to 1990 and
Executive Vice President from 1987 to 1989. Mr. Doherty has been employed by the
Savings Bank since 1966. Mr. Doherty serves as a director of the Institutional
Investors Capital Appreciation Mutual Fund as well as the MSB Fund. Mr. Doherty
serves as a director of both CBANYS and America's Community Bankers.
William G. Horn. Mr. Horn is currently retired. Previously, Mr. Horn
was a Senior Account Agent for the Allstate Insurance Company.
Denis P. Kelleher. Mr. Kelleher is Chief Executive Officer of Wall
Street Access (formerly Wall Street Investors Services), a financial services
company and member firm of the NYSE, located in New York City. Mr. Kelleher also
serves as a director of the Irish Investment Fund, a closed end investment
company listed on the NYSE having a main investment focus in Irish-based
securities.
Julius Mehrberg. Mr. Mehrberg is a principal and partner in various
real estate development and management companies, primarily Fingerboard Estates
Corp., located in Staten Island, New York.
John R. Morris. Mr. Morris retired from Merrill Lynch in May 1997 where
he served as a Vice President of the Capital Markets and Private Client groups.
Mr. Morris has over 35 years of experience in the financial services area. Mr.
Morris currently is a private investor and is self-employed as a consultant.
3
William E. O'Mara. Mr. O'Mara is an employee with the firm of Wohl and
O'Mara, civil engineers and land surveyors, located in Staten Island, New York.
Prior to January 2, 1998, he served as a partner in the firm.
Allan Weissglass. Mr. Weissglass is the President and Chief Executive
Officer of Magruder Color Company, Inc., a family-owned organic pigments
manufacturer, located in Elizabeth, New Jersey.
Stockholder Nominations
Article IV, Section 4.15 of the Company's Bylaws governs nominations
for election to the Board of Directors and requires all such nominations, other
than those made by the Board of Directors or committee appointed by the Board,
to be made at a meeting of stockholders called for the election of directors,
and only by a stockholder who has complied with the notice provisions in that
section. Stockholder nominations must be made pursuant to timely notice in
writing to the Secretary of the Company. Generally, to be timely, a
stockholder's notice must be delivered to, or mailed, postage prepaid, to the
principal executive offices of the Company not later than 120 days prior to the
anniversary date of the mailing of proxy materials by the Company in connection
with the immediately preceding annual meeting of stockholders of the Company.
Each written notice of a stockholder nomination is required to set forth certain
information specified in the Bylaws. Any such nomination by a stockholder must
have been delivered or received no later than the close of business on November
30, 2000 with respect to the Annual Meeting. No such nominations by stockholders
were received with respect to the Annual Meeting.
Board of Directors Meetings and Committees of the Company and the Savings Bank
Regular meetings of the Board of Directors of the Company are held as
necessary. Through the fiscal year ended December 31, 2000, the Board of
Directors of the Company met 14 times. No director of the Company attended fewer
than 75% of the total number of Board meetings or committee meetings on which he
served that were held during this period. The entire Board of Directors of the
Company acts as a Nominating Committee. The Board of Directors of the Company
has established the following committees:
Audit Committee. The Audit Committee of the Company recommends independent
auditors to the Board annually and reviews the Company's financial statements
and the scope and results of the audit performed by the Company's independent
auditors and the Company's system of internal control with management and such
independent auditors and reviews regulatory examination reports. On February 1,
2000, the Audit Committee adopted an Audit Committee Charter, a copy of which is
attached hereto as Appendix A. The Audit Committee, which is comprised of
Messrs. Morris (Chairman), Horn, Kelleher and O'Mara, met four times during
fiscal 2000.
Compensation and Benefits Review Committee. The Compensation and Benefits
Review Committee (the "Compensation Committee") of the Company reviews and
recommends compensation and benefits for the Company employees. The Compensation
Committee, which is comprised of Messrs. Horn (Chairman), Kelleher and Morris,
met four times during fiscal 2000.
The Board of Directors of the Savings Bank meets on a monthly basis,
and may have additional special meetings. During the fiscal year ended December
31, 2000, the Board of Directors of the Savings Bank met 12 times. The Board of
Directors of the Savings Bank has established nine committees, including an
Executive Committee, Compensation Committee, Investment Committee, Loan Review
and Loan Real Estate Investment Committee. No director of the Savings Bank
attended fewer than 75% of the total number of Board meetings or committee
meetings on which he served that were held during this period.
Report of the Audit Committee
The Audit Committee of the Board is responsible for providing
independent, objective oversight of the Company's accounting function and
internal controls. Management is responsible for the Company's internal controls
4
and financial reporting process. The Company's independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing standards
and to issue a report thereon.
The Audit Committee is composed of directors all of whom are
independent as defined by the NYSE listing requirements. The Audit Committee is
governed by an Audit Committee Charter which specifies, among other things, the
scope of the Committee's responsibilities and how those responsibilities are to
be performed. A copy of such charter is attached to this Proxy Statement as
Appendix A. The responsibilities of the Audit Committee include recommending to
the Board an accounting firm to be engaged as the Company's independent
auditors.
The Audit Committee has reviewed and discussed the audited financial
statements with management. In addition, in compliance with applicable
provisions of the Audit Committee Charter, the Audit Committee has discussed
with the Company's independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 "Communication with Audit Committees."
The Audit Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
and has discussed with the independent auditors the independent auditors'
independence. Based on the review and discussions referred to above in this
report, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report to
Shareholders, which financial statements were incorporated into the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 for
filing with the Securities and Exchange Commission (the "Commission "). The
Audit Committee also recommended the selection of Arthur Andersen as the
Company's independent auditors for the year ended December 31, 2001.
John R. Morris, Committee Chairman
William G. Horn, Director
Denis P. Kelleher, Director
William E. O'Mara, Director
Executive Officers Who Are Not Directors
Set forth below is information concerning the executive officers of the
Company and the Savings Bank who do not serve on the Board of Directors of the
Company. All executive officers are elected by the Board of Directors and serve
until their successors are elected and qualified. No executive officer is
related to any director or other executive officer of the Company by blood,
marriage or adoption, and there are no arrangements or understandings between a
director of the Company and any other person pursuant to which such person was
elected an executive officer.
John P. Brady. Age 49 years. Mr. Brady has served as Executive Vice President
and Chief Lending Officer of the Savings Bank since May 1987. Mr. Brady has been
employed by the Savings Bank since 1982 and previously served as Vice President
and mortgage officer and as the Community Reinvestment Act officer for the
Savings Bank.
Ira Hoberman. Age 54 years. Mr. Hoberman has served as Executive Vice President
of the Savings Bank since July 2000, and served as President of the New Jersey
Division of the Savings Bank from January 2000 to July 2000. Prior to the merger
of First State Bank with the Savings Bank in January 2000, Mr. Hoberman served
as President and Chief Executive Officer of First State Bank since 1983.
Frank J. Besignano. Age 46 years. Mr. Besignano has served as Senior Vice
President of the Savings Bank for Marketing, Business Development and Compliance
since May 1991. Mr. Besignano has been employed by the Savings Bank since 1982
and previously served as Vice President and marketing officer.
5
Edward J. Klingele. Age 48 years. Mr. Klingele has served as Senior Vice
President and Chief Financial Officer of the Savings Bank since May 1990 and of
the Company since its inception. Mr. Klingele has been employed by the Savings
Bank since 1976 and previously served as Controller of the Savings Bank from
1984 to 1990.
Deborah Pagano. Age 46 years. Ms. Pagano has served as Senior Vice President -
Branch Administration for the Savings Bank since May 1989. Ms. Pagano has been
employed by the Savings Bank since 1976 and previously served as Vice President
of the Savings Bank from 1984 to 1989.
Donald C. Fleming. Age 52 years. Mr. Fleming has served as Senior Vice President
of the Savings Bank for Strategic Planning and Technical Services since January
1997. Previously, Mr. Fleming served as Director, Executive Vice President and
Chief Financial Officer of North Side Savings Bank, Floral Park, New York, from
1988 to 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of the Common Stock, to file reports of ownership and changes
in ownership with the Commission and the NYSE. Officers, directors and greater
than 10% stockholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file. The Company knows of no person who
owns 10% or more of the Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that with respect to fiscal year 2000, the Company's officers and
directors satisfied the reporting requirements promulgated under Section 16(a)
of the Exchange Act, except that Mr. Kelleher did not timely file a Form 4
reporting purchases of Common Stock and Mr. Coyle did not timely file a Form 5
reporting a change in ownership.
6
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Exchange Act, who or which was known to the Company to be the beneficial owner
of more than 5% of the issued and outstanding Common Stock; (ii) the directors
and director nominees of the Company; (iii) certain executive officers of the
Company and the Savings Bank; and (iv) all directors, director nominees and
certain executive officers of the Company and the Savings Bank as a group.
- -----------------------------------------------------------------------------------------------
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group March 12, 2001(1) Common Stock
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Staten Island Bancorp, Inc. 3,403,894(2) 10.1%
Employee Stock Ownership Plan
15 Beach Street
Staten Island, New York 10304
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Directors and Director Nominees:
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Harold Banks 111,066(3) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Charles J. Bartels 78,585(4) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
James R. Coyle 287,777(5) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Harry P. Doherty 394,181(6) 1.2
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
William G. Horn 65,383(7) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Denis P. Kelleher 115,689(8) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Julius Mehrberg 75,950(9) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
John R. Morris 97,400(10) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Kenneth W. Nelson 130,000(11) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
William E. O'Mara 64,000(12) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Allan Weissglass 102,072(13) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Certain Executive Officers:
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Frank J. Besignano 112,284(14) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
John P. Brady 126,613(15) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Donald C. Fleming 102,562(16) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Ira Hoberman 30,000(17) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Deborah Pagano 107,447(18) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
Edward J. Klingele 110,781(19) *
- -------------------------------------------------------------------------------- --------------
- -------------------------------------------------------------------------------- --------------
All directors, director nominees and certain executive 2,111,790(20) 6.2
officers of the Company and the Savings Bank as a group (17
persons)
- -------------------------------------------------------------------------------- --------------
-----------------
* Represents less than 1% of the outstanding stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals.
(Footnotes continued on following page)
7
Under regulations promulgated pursuant to the Exchange Act, shares of
Common Stock are deemed to be beneficially owned by a person if he or
she directly or indirectly has or shares (i) voting power, which
includes the power to vote or to direct the voting of the shares, or
(ii) investment power, which includes the power to dispose or to direct
the disposition of the shares. Unless otherwise indicated, the named
beneficial owner has sole voting and dispositive power with respect to
the shares.
(2) The Staten Island Bancorp, Inc. Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Staten Island Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and Messrs. Coyle, Doherty, Horn, Kelleher and O'Mara who act
as trustees of the plan ("Trustees"). As of the Voting Record Date,
2,746,849 shares of Common Stock held in the Trust were unallocated and
657,045 shares had been allocated to the accounts of participating
employees. Under the terms of the ESOP, the Trustees will generally
vote the allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares held in
the ESOP will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, subject in
each case to the fiduciary duties of the ESOP trustees and applicable
law. Any allocated shares which either abstain on the proposal or are
not voted will be disregarded in determining the percentage of stock
voted for and against each proposal by the participants and
beneficiaries. The amount of Common Stock beneficially owned by
directors who serve as Trustees of the ESOP and by all directors and
executive officers as a group does not include the shares held by the
ESOP (except for shares allocated to an executive officer as a
participant).
(3) Includes 24,000 shares held in the Company's Recognition and Retention
Plan Trust ("Recognition Plan") allocated to Mr. Banks, 20,000 shares
subject to stock options which are exercisable within 60 days of the
Voting Record Date and 48,566 shares held by the retirement fund of
Ocean View The Cemetery Beautiful, of which Mr. Banks is the Executive
Director. Mr. Banks disclaims beneficial ownership with respect to such
shares held in the Ocean View The Cemetery Beautiful retirement fund.
(4) Includes 2,459 shares held individually by Mr. Bartels' spouse, 24,000
shares held in the Recognition Plan allocated to Mr. Bartels, 20,000
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 1,290 shares held in trust for Mr. Bartels'
grandchildren of which he is custodian.
(5) Includes 67,024 shares held jointly with Mr. Coyle's spouse, 36,885
shares held by the Savings Bank's 401(k) Plan, 1,935 shares held by the
Directors' Deferred Compensation Plan, 82,800 shares held in the
Recognition Plan allocated to Mr. Coyle, 90,000 shares subject to stock
options which are exercisable within 60 days of the Voting Record Date
and 9,133 shares allocated to him pursuant to the ESOP.
(6) Includes 77,605 shares held jointly with Mr. Doherty's spouse, 1,750
shares held by children of Mr. Doherty who reside with him, 51,493
shares held by the Savings Bank's 401(k) Plan, 4,200 shares held by the
Directors' Deferred Compensation Plan, 120,000 shares held in the
Recognition Plan allocated to Mr. Doherty, 130,000 shares subject to
stock options which are exercisable within 60 days of the Voting Record
Date and 9,133 shares allocated to him pursuant to the ESOP.
(7) Includes 4,010 shares held by the Directors' Deferred Compensation
Plan, 24,000 shares held in the Recognition Plan allocated to Mr. Horn,
20,000 shares subject to stock options which are exercisable within 60
days of the Voting Record Date and 5,600 shares held in trust for Mr.
Horn's grandchildren.
(8) Includes 1,343 shares held individually by Mr. Kelleher's spouse,
29,346 shares held by the Directors' Deferred Compensation Plan, 20,000
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 24,000 shares held in the Recognition Plan
allocated to Mr. Kelleher.
(Footnotes continued on following page)
8
(9) Includes 10,000 shares held individually by Mr. Mehrberg's spouse,
7,950 shares held by the Directors' Deferred Compensation Plan, 20,000
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 24,000 shares held in the Recognition Plan
allocated to Mr. Mehrberg.
(10) Includes 45,000 shares held jointly with Mr. Morris' spouse, 3,400
shares held individually by Mr. Morris' spouse, 20,000 shares subject
to stock options which are exercisable within 60 days of the Voting
Record Date and 24,000 shares held in the Recognition Plan allocated to
Mr. Morris.
(11) Includes 18,000 shares held individually by Mr. Nelson's spouse, 24,000
shares held by Tech Product, Inc. of which Mr. Nelson is a controlling
shareholder, 24,000 shares held in the Recognition Plan allocated to
Mr. Nelson, 2,000 shares held in trust for Mr. Nelson's children and
grandchildren as to which he is custodian, 20,000 shares subject to
stock options which are exercisable within 60 days of the Voting Record
Date and 10,000 shares held by the Margaret M. Nelson Realty Trust for
which Mr. Nelson serves as a trustee. Mr. Nelson disclaims beneficial
ownership with respect to such shares held in trust.
(12) Includes 24,000 shares held in the Recognition Plan allocated to Mr.
O'Mara and 20,000 shares subject to stock options which are exercisable
within 60 days of the Voting Record Date.
(13) Includes 25,000 shares owned by Magruder Color Company, Inc. of which
Mr. Weissglass is President and Chief Executive Officer, 14,091 shares
owned by KCW Associates of which Mr. Weissglass is a general partner,
25,000 shares owned by JC&O Investments, LLC of which Mr. Weisglass is
a general partner and 12,981 shares held by the Weissglass Charitable
Trust of which Mr. Weissglass is a trustee. Mr. Weissglass disclaims
beneficial ownership with respect to the shares owned by Magruder Color
Company, Inc.
(14) Includes 13,052 shares held jointly with Mr. Besignano's spouse, 434
shares held in his Individual Retirement Account, 27,007 shares held by
the Savings Bank's 401(k) Plan, 33,120 shares held in the Recognition
Plan allocated to Mr. Besignano, 31,600 shares subject to stock options
which are exercisable within 60 days of the Voting Record Date and
7,071 shares allocated to Mr. Besignano pursuant to the ESOP.
(15) Includes 24,156 shares held by the Savings Bank's 401(k) Plan, 43,200
shares held in the Recognition Plan allocated to Mr. Brady, 41,200
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 9,133 shares allocated to him pursuant to
the ESOP.
(16) Includes 32,080 shares held jointly with Mr. Fleming's spouse, 33,120
shares held in the Recognition Plan allocated to Mr. Fleming, 31,600
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 5,762 shares allocated to him pursuant to
the ESOP.
(17) Includes 25,000 shares held in the Recognition Plan allocated to Mr.
Hoberman and 5,000 shares subject to stock options which are
exercisable within 60 days of the Voting Record Date.
(18) Includes 25,707 shares held jointly with Ms. Pagano's spouse, 37,740
shares held in the Recognition Plan allocated to Ms. Pagano, 36,000
shares subject to stock options which are exercisable within 60 days of
the Voting Record Date and 8,000 shares allocated to her pursuant to
the ESOP.
(19) Includes 9,090 shares held jointly with Mr. Klingele's spouse, 5,750
shares held in trust for children of Mr. Klingele who reside with him,
11,885 shares held by the Savings Bank's 401(k) Plan, 39,000 shares
held in the Recognition Plan allocated to Mr. Klingele, 37,200 shares
subject to stock options which are exercisable within 60 days of the
Voting Record Date and 7,856 shares allocated to him pursuant to the
ESOP.
(20) Includes 605,980 shares granted pursuant to the Recognition Plan, which
may be voted by directors and executive officers pending vesting and
distribution, 56,088 shares allocated to executive officers pursuant to
the ESOP and 562,600 shares which may be acquired by directors and
executive officers upon the exercise of stock options exercisable
within 60 days of the Voting Record Date.
9
Summary Compensation Table
The following table sets forth a summary of certain information
concerning the compensation paid by the Company and the Savings Bank (including
amounts deferred to future periods by the named executive officers) for services
rendered in all capacities during the last three fiscal years to the Chief
Executive Officer and the four other most highly compensated named executive
officers. All cash compensation is paid by the Savings Bank; the Company does
not pay any additional cash amounts for services provided by the below named
executive officers.
Annual Compensation Long Term Compensation
-------------------------------------------- -------------------------------------
Awards Payouts $
--------------------------- ---------
Name and Other Securities LTIP
Principal Annual Restricted Underlying Payouts All Other
Position Year Salary Bonus Compensation(1) Stock(2) Options $ Compensation(3)
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
Harry P. Doherty 2000 $592,000 $90,975 -- $ -- -- -- $143,658
Chairman and Chief 1999 562,015 389,813 -- -- -- -- 148,224
Executive Officer 1998 519,426 -- -- 4,050,000 325,000 -- 120,331
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
James R. Coyle 2000 423,000 52,020 -- -- -- -- 115,680
President and Chief 1999 402,972 222,750 -- -- -- -- 114,359
Operating Officer 1998 373,923 -- -- 2,794,500 225,000 -- 101,806
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
Ira Hoberman 2000 328,230 175,000 -- 442,188 25,000 -- --
Executive Vice
President (4)
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
John P. Brady 2000 173,669 10,906 -- -- -- -- 72,864
Executive Vice 1999 164,693 60,660 -- -- -- -- 65,418
President 1998 161,554 -- -- 1,458,000 103,000 -- 73,257
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
- ----------------------------- ------------- ------------- ----------------- ------------ -------------- ---------- ----------------
Edward J. Klingele 2000 157,815 12,255 -- -- -- -- 61,641
Senior Vice 1999 149,846 38,808 -- -- -- -- 54,749
President 1998 145,497 -- -- 1,316,250 93,000 -- 58,084
============================= ============= ============= ================= ============ ============== ========== ================
- ---------------
(1) Does not include amounts attributable to miscellaneous benefits
received by the named executive officer. In the opinion of management
of the Savings Bank, the costs to the Savings Bank of providing such
benefits to the named executive officer during the fiscal year ended
December 31, 2000 did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.
(2) Represents the grant of 200,000, 138,000, 25,000, 72,000 and 65,000
shares of restricted Common Stock to Messrs. Doherty, Coyle, Hoberman,
Brady and Klingele, respectively, pursuant to the Recognition Plan,
which were deemed to have had the indicated value at the date of grant.
The portion of the grants which remain unvested had a fair market value
at December 31, 2000 of $2,565,000, $1,769,850, $534,375, $923,400 and
$833,625 for the grants to Messrs. Doherty, Coyle, Hoberman, Brady and
Klingele, respectively. The awards vest 20% per year from the date of
grant. Dividends paid on the restricted Common Stock are held in a
Recognition Plan Trust and paid to the recipient when the restricted
stock vests.
(3) In fiscal year 2000, consists of the Savings Bank's contributions to
the Savings Bank's 401(k) plan of $10,200, $10,200, $10,200 and $6,905
for the account of Messrs. Doherty, Coyle, Brady and Klingele,
respectively, $70,794 and $42,816 allocated to Messrs. Doherty and
Coyle, respectively, pursuant to the Savings Bank's Supplemental
10
Executive Retirement Plan ("SERP"), and $62,664, $62,664, $62,664 and
$54,736 allocated on behalf of Messrs. Doherty, Coyle, Brady and
Klingele, respectively, pursuant to the ESOP.
(4) Mr. Hoberman became an executive officer of the Savings Bank in January
2000 in connection with the merger of First State Bank with the Savings
Bank.
Stock Options
The following table sets forth certain information concerning grants of
stock options awarded to the named executive officer during the fiscal year
ended December 31, 2000.
Option Grants in Last Fiscal Year
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation
Individual Grants for Option Term(3)
------------------------------------------------------------ ---------------------------
Options % of Total Options Exercise Expiration
Name Granted(1) Granted to Employees Price(2) Date 5% 10%
------------------------ ----------- ------------------------- --------- ------------ ------------- -------------
Ira Hoberman 25000 56% $17.6875 1/14/10 $278,089 $704,733
- ---------------
(1) Consists of stock options exercisable at the rate of 20% per year from the
date of grant.
(2) The exercise price was based on the fair market value of a share of Common
Stock on the date of grant.
(3) Assumes compounded rates of return for the remaining life of the options
and future stock prices of $28.8111 and $45.8768 at compounded rates of
return of 5% and 10%, respectively.
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the fiscal year ended
December 31, 2000 and options held at December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised Options at
Shares Options at Year End Year End(1)
Acquired on Value ----------------------------- ----------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Harry P. Doherty -- -- 130,000 195,000 $ -- $ --
- ---------------------------------- --------------- -------------- ----------------------------- --------------- -------------------
James R. Coyle -- -- 90,000 135,000 -- --
- ---------------------------------- --------------- -------------- ----------------------------- --------------- -------------------
Ira Hoberman -- -- -- 25,000 -- 92,188
- ---------------------------------- --------------- -------------- ----------------------------- --------------- -------------------
John P. Brady -- -- 41,200 61,800 -- --
- ---------------------------------- --------------- -------------- ----------------------------- --------------- -------------------
Edward J. Klingele -- -- 37,200 55,800 -- --
- ---------------
(1) Based on a per share market price of $21.375 at December 31, 2000.
11
Employment Agreements
In December 1997, the Company and the Savings Bank (the "Employers")
entered into employment agreements with each of Messrs. Doherty, Coyle, Brady,
Besignano, Klingele and Fleming and Ms. Pagano (collectively, the "Senior
Executive Officers"). The Employers have agreed to employ each Senior Executive
Officer for a term of three years, in each case in their current respective
positions. The employment agreements are reviewed annually, and are extended
each year for a successive additional one-year period upon the approval of the
Employers' Boards of Directors, unless either party elects, not less than 30
days prior to the annual anniversary date, not to extend the employment term.
Each of the employment agreements are terminable with or without cause
by the Employers. The Senior Executive Officers have no right to compensation or
other benefits pursuant to the employment agreements for any period after
voluntary termination or termination by the Employers for cause. The agreements
provide for certain benefits in the event of the Senior Executive Officer's
death, disability or retirement. In the event that (i) the Senior Executive
Officer terminates his or her employment because of failure to comply with any
material provision of the employment agreement or the Employers change the
Senior Executive Officer's title or duties or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the executive as a result of certain adverse actions which are taken
with respect to the executive's employment following a change in control of the
Company, as defined, Messrs. Doherty and Coyle will be entitled to a cash
severance amount equal to three times their average annual compensation, as
defined, plus an amount to reimburse Messrs. Doherty and Coyle for certain tax
obligations, and the five other Senior Executive Officers will be entitled to a
cash severance amount equal to two times their average annual compensation, as
defined.
A change in control is generally defined in the employment agreements
to include any change in control of the Company required to be reported under
the federal securities laws, as well as (i) the acquisition by any person of 20%
or more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any three-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
With respect to the employment agreements with the five other Senior
Executive Officers, each employment agreement provides that, in the event that
any of the payments to be made thereunder or otherwise upon termination of
employment are deemed to constitute "excess parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), then such payments and benefits received thereunder shall be reduced by
the amount which is the minimum necessary to result in the payments not
exceeding three times the recipient's average annual compensation from the
employer which was includable in the recipient's gross income during the most
recent five taxable years. Recipients of excess parachute payments are subject
to a 20% excise tax on the amount by which such payments exceed the base amount,
in addition to regular income taxes, and payments in excess of the base amount
are not deductible by the employer as compensation expense for federal income
tax purposes.
In January 2000, the Savings Bank entered into an employment agreement
with Mr. Hoberman. The Savings Bank has agreed to employ Mr. Hoberman for a term
of three years. The employment agreement is terminable with or without cause by
the Savings Bank. Mr. Hoberman has no right to receive his salary or other
severance benefits pursuant to the employment agreement for any period after
termination by the Savings Bank for cause. The agreement provides that Mr.
Hoberman is entitled to continue to receive his salary for the remaining term of
the agreement in the event of death, illness, disability or incapacity, or if he
is terminated without cause. Mr. Hoberman's employment agreement contains a
non-compete provision effective for a period of two years after the termination
of the agreement. Mr. Hoberman is entitled to receive a payment equal to his
annual salary, as stated in the employment agreement, as consideration for the
non-compete provision.
Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management of the Company
does not believe that the terms thereof would have a significant anti-takeover
effect. The Company and/or the Savings Bank may determine to enter into similar
employment agreements with other officers in the future.
12
Director's Compensation
Directors of the Company, except for Messrs. Doherty and Coyle, receive
$1,800 per meeting attended of the Board and $1,200 per committee meeting
attended ($600 in the case of each Savings Bank Loan Review Committee). The
Chairman of each committee of the Board also receives $1,500 per meeting
attended ($750 in the case of the Savings Bank Loan Review Committee). In
addition, each non-employee director received an annual retainer of $5,000 for
fiscal 2000. Beginning January 1, 2001, each non-employee director will receive
an annual retainer of $20,000. Board fees are subject to periodic adjustment by
the Board of Directors. In addition to fees paid to directors for Board and
Committee meetings, directors of the Company participate in the Company's 1998
Stock Option Plan and the Recognition Plan. Stock option grants and restricted
stock awards were issued to directors in July 1998. Such stock options and grant
awards vest 20% per year.
Retirement Plan
The Savings Bank has maintained a non-contributory, tax-qualified
defined benefit pension plan (the "Retirement Plan") for eligible employees. The
Savings Bank froze the Retirement Plan as of December 31, 1999. Subsequent to
December 31, 1999, there have been no new enrollments and no further benefit
accruals in the Retirement Plan. Credited service ceases to accrue after
December 31, 1999, however, vesting continues for periods of employment
subsequent to such date. The Retirement Plan provides for a benefit for each
participant, including executive officers named in the Executive Compensation
Table above, equal to 2% of the participant's final average compensation
(highest average annual compensation during the 36 consecutive calendar months
during the 120 consecutive calendar months prior to the date the Retirement Plan
was frozen) multiplied by the participant's years (and any fraction thereof) of
eligible employment (up to a maximum of 30 years). A participant is fully vested
in his or her benefit under the Retirement Plan after five years of service. The
Retirement Plan is funded by the Savings Bank on a actuarial basis and all
assets are held in trust by the Retirement Plan trustee.
The following table illustrates the annual benefit payable to eligible
employees upon normal retirement at age 65 at various levels of compensation and
years of service under the Retirement Plan and the SERP maintained by the
Savings Bank. The annual retirement benefits shown in the table are single life
annuity amounts with no offset for Social Security benefits, and there are no
other offsets to benefits.
Final Average
Compensation (1) Years of Service (2)(3)
- ------------------------ -------------------------------------------------------------------------------------------
15 20 25 30 35
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
$125,000 $37,500 $50,000 $62,500 $75,000 $75,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
150,000 45,000 60,000 75,000 90,000 90,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
175,000 52,500 70,000 87,500 105,000 105,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
200,000 60,000 80,000 100,000 120,000 120,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
225,000 67,500 90,000 112,500 135,000 135,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
250,000 75,000 100,000 125,000 150,000 150,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
300,000 90,000 120,000 150,000 180,000 180,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
400,000 120,000 160,000 200,000 240,000 240,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
450,000 135,000 180,000 225,000 270,000 270,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
500,000 150,000 200,000 250,000 300,000 300,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
550,000 165,000 220,000 275,000 330,000 330,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
600,000 180,000 240,000 300,000 360,000 360,000
----------------------- ------------------ ------------------ ---------------- ----------------- ------------------
- ---------------
(1) For the fiscal year of the Retirement Plan beginning on January 1,
1999, the average final compensation for computing benefits under the
Retirement Plan cannot exceed $160,000 (as adjusted for subsequent
years pursuant to Code provisions). Benefits in excess of the
limitation are provided through the SERP. For the fiscal year of the
Retirement Plan beginning on January 1, 1999, the maximum annual
benefit payable under the Retirement Plan cannot exceed $135,000 (as
adjusted for subsequent years pursuant to Code provisions).
(Footnotes continued on following page)
13
(2) The annual retirement benefits shown in the table are single life
annuity amounts with no offset for Social Security benefits, and there
are no other offsets to benefits.
(3) The maximum years of service credited for benefit purposes is 30 years.
The following table sets forth the years of credited service and the
average annual earnings determined as of December 31, 2000, the end of the 2000
plan year, for each of the individuals named in the Executive Compensation
Table, except Mr. Hoberman.
Years of Credited Average Annual
Service Earnings(1)
------------------------- --------------------- ----------------
Harry P. Doherty......... 35 $505,349
------------------------- --------------------- ----------------
James R. Coyle........... 31 366,407
------------------------- --------------------- ----------------
John P. Brady............ 19 162,151
------------------------- --------------------- ----------------
Edward J. Klingele....... 23 143,319
------------------------- --------------------- ----------------
- ---------------
(1) Average Annual Earnings are frozen as of December 31, 1999 for purposes of
calculating benefits under the Retirement Plan.
Supplemental Executive Retirement Plan
The Savings Bank has adopted the SERP to provide for eligible employees
benefits that would be due under its Retirement Plan and 401(k) Plan if such
benefits were not limited under the Code. SERP benefits provided with respect to
the Retirement Plan are reflected in the pension table. The Board of Directors
of the Savings Bank also has adopted an amendment to the SERP to provide
eligible employees with benefits that would be due under the ESOP if such
benefits were not limited under the Code.
Transactions With Certain Related Persons
In accordance with applicable federal laws and regulations, the Savings
Bank offers mortgage loans to its directors, officers and employees as well as
members of their immediate families for the financing of their primary
residences and certain other loans. Until November 1996, the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 required that all
loans or extensions of credit to executive officers and directors 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
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 Savings 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.
Except as hereinafter indicated, all loans made by the Savings Bank to
its executive officers and directors are made in the ordinary course of
business, are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.
In accordance with applicable regulations, the Savings Bank extends
residential first mortgage loans to its directors and executive officers secured
by their primary residence pursuant to a benefit program that is widely
available to employees of the Savings Bank and does not give preference to any
executive officer or director over other employees of the Savings Bank. Under
the terms of such loans, the interest rate is 1% below that charged on similar
loans to non-employees and certain fees and charges are waived. Set forth in the
following table is certain information relating to such preferential loans to
executive officers and directors which were outstanding at December 31, 2000.
14
Largest Amount of
Indebtedness between
January 1, 2000 Balance as of Interest
Name Year Loan Made and December 31, 2000 December 31, 2000 Rate
---- -------------- --------------------- ----------------- ----
Harry P. Doherty 1999 $419,391 395,804 5.375%
John P. Brady 1998 58,350 0 5.250
2000 220,000 218,416 6.625
Frank J. Besignano 1999 327,536 323,795 6.125
Donald C. Fleming 1998 195,950 193,192 5.875
Edward J. Klingele 1998 167,000 164,336 5.625
Deborah Pagano 1998 120,764 115,038 5.250
Report of the Compensation Committee
The purpose of the Compensation Committee is to determine and oversee
the compensation practices of the Company and the Savings Bank. In 1998, the
Committee retained the services of William M. Mercer, Inc. to review these
compensation practices and to assist in the development of an annual incentive
program. The purpose of the annual incentive program is to reinforce a formal
and objective pay-for-performance framework that ties the achievement of annual
strategic and operating goals with incentive compensation and to provide
competitive total cash compensation opportunities with upside (and downside)
potential.
The objectives of the Company's compensation program are to attract,
develop and retain strong executive officers that are capable of maximizing the
Company's performance. The total compensation program provides competitive
compensation opportunities that are aligned with the financial performance of
the Company. Key compensation elements include base salary, annual incentives,
and long- term incentives. Base salary levels are based on individual
performance and targeted to approximate the competitive median salaries among
the Company's relative peer group of public savings banks located in the New
York metropolitan area. Annual incentives are targeted to deliver competitive
cash compensation opportunities when performance is at expectation. The size of
the actual awards vary within a range based on the Company's financial and
operating performance as well as the achievement of certain individual goals
that contribute to the overall success of the Company. Long-term incentive
awards (stock options and restricted stock grants) are targeted to provide
competitive compensation opportunities and to align executive awards with the
creation of shareholder value. It is intended that variable compensation levels
(annual plus long-term incentives) eventually will comprise the majority of
total compensation opportunities for the senior executive team.
Based upon the above factors, the Compensation Committee increased Mr.
Doherty's base salary by approximately $29,000 or 5% to $606,500. The
Compensation Committee provided for an average 4.9% increase for the six other
Senior Executive Officers. All such increases reflect contributions to the goals
and objectives of the Company and the increased cost of living within the market
from which the Company draws its workforce.
The annual incentive program for 2000 provided for target incentives
for the Chief Executive Officer equal to fifty percent (50%) of his base salary,
forty percent (40%) of base salary for the President and Chief Operating Officer
and thirty percent (30%) of base salary for the five other Senior Executive
Officers. The total amount of the individual awards to the Chief Executive
Officer and the President and Chief Operating Officer is based upon the
Company's consolidated financial performance. The other Senior Executive
Officers awards were similarly computed with the Company's consolidated
financial performance comprising forty percent (40%) of the award and individual
performance comprising sixty percent (60%). Individual performance awards are
not paid unless the Company's consolidated financial targets are met.
The measurements utilized for the financial performance portion of such
awards were as follows: (i) thirty percent (30%) of the financial performance
measure was based upon the diluted earnings per share of the Common Stock; (ii)
forty percent (40%) was based upon the return on average shareholders' equity of
the Company; and (iii) thirty percent (30%) was based upon the return on average
assets of the Company. For each of the financial performance measurements, as
well as the individual performance measurements, a series of achievement levels
was established.
15
Each level was assigned a percentage award from zero percent (0%) up to one
hundred percent (100%). The zero percent (0%) award represented performance
below a threshold level of achievement deemed reasonable. If the range of
performance specified for a one hundred percent (100%) award was exceeded, the
executive could be paid an award of up to one hundred fifty percent (150%)of the
financial performance and individual performance awards.
For fiscal year 2000, the Company's financial performance resulted in
awards of thirty percent (30%) of target amounts for financial performance. The
Senior Executive Officers also received approximately fifty-five percent (55%)
of their individual performance awards.
Following review and approval of the Compensation Committee, all issues
pertaining to executive compensation are submitted to the full Board of
Directors for their approval. No officer of the Company participates in the
review of his or her respective compensation.
William G. Horn, Committee Chairman
Denis P. Kelleher, Director
John R. Morris, Director
16
Performance Graph
The following graph demonstrates comparison of the cumulative total
returns for the Common Stock, Standard and Poor's 500 Index and the SNL
Securities All Thrift Index for the period commencing on December 22, 1997, the
date the Common Stock began trading on the NYSE, and December 31, 2000.
Total Return Performance
[GRAPHIC-GRAPH PLOTTED TO DATA POINTS LISTED BELOW]
Period Ending
------------------------------------------------------------------------------------------------
Index 12/22/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99 06/30/2000 12/31/2000
- ------------------------------------------------------------------------------------------------------------------------------------
Staten Island Bancorp, Inc. 100.00 109.84 119.71 105.80 96.51 97.66 96.97 119.39
S&P 500 100.00 101.81 119.84 130.87 147.07 158.41 157.74 143.98
Thrifts (All) 100.00 102.51 105.75 90.16 89.71 73.65 75.44 117.61
The above graph represents $100 invested in the Common Stock at
$19.0625 per share, the closing price per share as of December 22, 1997, the
date it commenced trading on the NYSE. The cumulative total returns include the
payment of dividends by the Company.
17
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending December 31, 2001, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
The Company has been advised by Arthur Andersen that neither that firm
nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Arthur Andersen will have one or more
representatives at the Annual Meeting who will have an opportunity to make a
statement, if they so desire, and who will be available to respond to
appropriate questions.
Audit Fees
Aggregate amount of the fees billed by Arthur Andersen for its audit of
the Company's annual financial statements for fiscal 2000 and for its review of
the Company's unaudited interim financial statements included in reports filed
by the Company under the Exchange Act during such year was $235,000 of which
$188,000 had been billed through December 31, 2000.
Financial Information Systems Design and Implementation
The Company did not engage or pay any fees to Arthur Andersen with
respect to the provision of financial information systems design and
implementation services during fiscal 2000.
Other Fees
The aggregate amount of fees billed by Arthur Andersen for all other
services rendered to the Company during fiscal 2000 was $18,600 all of which
were paid in fiscal 2001. These services consisted primarily of due diligence
services and other tax planning related services.
The Board of Directors and its Audit Committee considered the
compatibility of the non-audit services provided to the Company by Arthur
Andersen in fiscal 2000 on the independence of Arthur Andersen from the Company
in evaluating whether to appoint Arthur Andersen to perform the audit of the
Company's financial statements for the year ending December 31, 2001.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of Arthur Andersen as independent auditors for the fiscal year
ending December 31, 2001.
STOCKHOLDER PROPOSAL
The Company has been notified that Jewelcor Management, Inc., 100 North
Wilkes-Barre Boulevard, Wilkes-Barrie, Pennsylvania 18702, which is the record
owner of 150 shares of Common Stock and the beneficial owner of 134,850 shares
of Common Stock, intends to present the following stockholder proposal for
consideration at the Annual Meeting. For the reasons stated under "Response by
Your Board of Directors," the Board of Directors believes that approval of the
stockholder proposal is not in the best interests of the Company or its
stockholders and recommends a vote "AGAINST" the stockholder proposal.
18
Shareholder Proposal
--------------------
Resolved, it is recommended that the Board of Directors of Staten
Island Bancorp, Inc. (the "Company") take the steps necessary to implement the
following actions to remove the "anti-takeover" defenses from the Company's
Certificate of Incorporation and Bylaws, unless precluded by state or federal
law.
1. Repeal the following Articles of the Company's Certificate of
Incorporation:
a. Repeal Article 7 (A) which segregates the Board of
Directors into three separate classes with staggered
terms of office and prohibits cumulative voting for
the election of directors. (This proposed action is
intended only to affect elections of directors that
occur after Article 7 (A) is repealed).
b. Repeal Article 8 which prohibits shareholder action by
written consent and prohibits the shareholders from
calling a special meeting.
c. Repeal Article 11 which requires the affirmative vote
of at least 80% of shares entitled to vote in an
election of directors ("Voting Shares") to approve a
business combination not recommended by two-thirds of
the Board of Directors.
d. Repeal Article 12 which prohibits the acquisition of
10% of the Company's equity securities except in
certain circumstances, including where approved by the
Board of Directors.
e. Repeal Article 13 which prohibits changes by the
shareholders to the Company's Certificate of
Incorporation without the affirmative vote of the
holders of 80% of Voting Shares and which also
requires the affirmative vote of at least 80% of
Voting Shares to change Sections 2.4, 2.14, 4.1, 4.2,
4.3, 4.4, and 4.15 and Article VI of the Company's
Bylaws.
2. Repeal the following Sections of the Company's Bylaws:
a. Repeal Section 2.4 which prohibits shareholders from
calling a special meeting.
b. Repeal Section 11.1 which prohibits changes to the
Company's Bylaws other than as set forth in the
Company's Certificate of Incorporation.
3. Amend Section 4.2 of the Company's Bylaws to remove all
language regarding the segregation of the Board of Directors
into three separate classes.
Supporting Statement of Jewelcor Management, Inc.
-------------------------------------------------
The Company's Certificate of Incorporation and Bylaws presently contain
provisions which restrict the ability of the shareholders to effectuate a
proposed acquisition of the Company that has not been approved by the Board of
Directors. Moreover, these provisions restrict the shareholders' ability to act
by written consent and to alter the composition of the majority of the Board of
Directors. If the above actions were effectuated, we shareholders would have a
greater ability to affect the management of the Company. It is the opinion of
this shareholder, that we shareholders should be given more of a voice in the
future of the Company. Please vote YES on this proposal.
Please note that any amendments to the Certificate of Incorporation
approved by the Board of Directors must subsequently be approved by the
shareholders in order to be implemented.
19
Response of Your Board of Directors
Your Board of Directors unanimously recommends that you VOTE AGAINST
the above stockholder proposal for the reasons set forth below.
Your Board is Committed to Enhancing Shareholder Value
The Board of Directors is committed to enhancing shareholder value and
acting in accordance with its fiduciary duties to ALL shareholders. Based upon
our experience and track record, we urge you to support us in our ongoing
efforts to enhance shareholder value.
In connection with our recommendation that you vote against the
stockholder proposal, we urge you to consider the following accomplishments:
o Our net income has increased in each of the last three years.
For the year ended December 31, 2000, we increased our
earnings per share to $1.61 compared to $1.40 and $1.06 in
1999 and 1998, respectively. Our core cash earnings per share
increased 21.0% in 2000 compared to 1999.
o We have increased our dividends per share each year since our
initial public offering in December 1997. During 2000 we
increased our quarterly cash dividend twice - from $0.12 to
$0.13 and then to $0.14 per share.
o Our assets and deposits have substantially increased in each
of the last four years. During 2000 we completed the
acquisition of First State Bancorp, Inc., with $374.0 million
in assets and six branch offices, and of four branch offices
of Unity Bank with $41.0 million in deposits.
o We continue to be an active purchaser of the Company's common
stock. Through December 31, 2000, we have completed five stock
repurchase programs in which we have bought back 10.2 million
shares, almost a quarter of the shares issued in our initial
public offering.
o Our share price has increased significantly during the past
year. We believe that the market has given some consideration
to the above factors, among others, and our stock price has
improved. In March 2000, our common stock traded as low as
$16.50 per share. On March 26, 2001, our common stock closed
at $24.70 per share. We believe the increase in our stock
price provides some affirmation of the Company's efforts and
management's course of action during the past year.
We believe that we are continuing to increase the franchise value of
the Company. Your Board believes that shareholders have been well served by the
Board's leadership and guidance, and the Board believes that it is in a much
better position than the proponent to determine what is in the best interests of
ALL shareholders.
While your Board of Directors is not aware of any effort that might be
made to obtain control of the Company, the Board of Directors believes that it
is appropriate to include certain provisions as part of the Certificate of
Incorporation and Bylaws to protect the interests of the Company and its
shareholders from hostile takeovers that the Board of Directors might conclude
are not in the best interests of the Company's shareholders. It should be noted
that at the time of our initial public stock offering, our prospectus fully
disclosed the provisions of the Certificate of Incorporation and Bylaws that
might be deemed to have an anti-takeover effect. This disclosure was made prior
to any purchase of stock by any shareholder, past or current, of the Company,
and we have not amended our Certificate of Incorporation or Bylaws to add any
additional anti-takeover provisions since such time.
20
Your Board Believes That It is in the Best Position to Negotiate on Behalf of
All Shareholders
The Board of Directors believes that the provisions which Jewelcor
proposes to eliminate are in fact in the best interests of the Company and its
shareholders. In the opinion of the Board of Directors, the Board is in the best
position to determine the true value of the Company and to negotiate more
effectively on behalf of all shareholders. Accordingly, the Board believes that
it is in the best interests of the shareholders to encourage potential acquirors
to negotiate directly with the Board of Directors and that these provisions
encourage such negotiations while discouraging hostile takeover attempts which
may not be in the best interests of all the shareholders. It is also the view of
the Board of Directors that these provisions in the Certificate of Incorporation
and Bylaws should not discourage persons from proposing a merger or other
transaction at prices reflective of the true value of the Company and which is
in the best interests of all of the shareholders.
Attempts to take control of financial institutions have become more
common. Takeover attempts which have not been negotiated with and approved by
the Board of Directors present shareholders with the risk of a takeover on terms
which may be less favorable than might otherwise be available. A transaction
which is negotiated and approved by the Board of Directors, on the other hand,
can be carefully planned and undertaken at an opportune time in order to obtain
maximum value for the Company and its shareholders.
Repeal of the Provisions Could Be Detrimental to Shareholders
The proposed repeal of Article 7(A) of our Certificate of Incorporation
could result in a shareholder group acquiring control of your Company through a
proxy contest, without paying any control premium to any of the other
shareholders. The repeal of Article 8 would allow the proxy contest to occur
without having an annual meeting of shareholders. Your Board of Directors
believes that anyone seeking control of the Company should have to pay a premium
to ALL shareholders, and that the proposed repeal of these provisions is not in
your best interests.
In addition, an unsolicited takeover proposal can seriously disrupt the
business and management of a corporation and cause it great expense. Although a
tender offer or other takeover attempt may be made at a price above current
market prices, such offers are sometimes made for less than all of the
outstanding shares of a target company. As a result, shareholders may be
presented with the alternative of partially liquidating their investment at a
time that may be disadvantageous, or retaining their investment in an enterprise
which is under different management and whose objective may not be similar to
those of the remaining shareholders. Accordingly, the Board of Directors
believes that these provisions in the Certificate of Incorporation and Bylaws
provide benefits to all of the shareholders of the Company and should not be
removed.
The Board of Directors has a fiduciary responsibility to act in the
best interests of ALL shareholders and accordingly has a legal duty to oppose
unfair takeover offers. Anti-takeover measures are intended to (a) provide the
Board with adequate time and flexibility to negotiate on behalf of the
shareholders and (b) enhance the Board's ability to negotiate with a potential
acquiror, develop alternatives which may better maximize shareholder values,
preserve the long-term value of the Company for the shareholders, and ensure
that all shareholders are treated fairly and equally. The purpose of
anti-takeover defenses in general is to protect shareholders against abusive
takeover practices.
Your Board Believes That the Proposal Is Vague
Your Board of Directors believes that this proposal is inherently vague
and indefinite and is subject to varying interpretations by Jewelcor, the
Company and other shareholders. Your Board believes that the proposal is vague
and indefinite because the repeal of the various provisions referenced in the
proposal will not result in the removal of the "anti-takeover" defenses.
21
For example, the repeal of Article 7(A) of our Certificate of
Incorporation will not result in cumulative voting being available in the
election of directors. Under Section 214 of the Delaware General Corporation
Law, cumulative voting is not available unless it is expressly provided for in
the Certificate. In addition, the repeal of Article 8 of our Certificate of
Incorporation will not result in shareholders being able to call special
meetings under Section 211(d) of the Delaware General Corporation Law. With
respect to the proposed repeal of Article 12 of our Certificate of
Incorporation, the proponent failed to indicate that federal banking laws
prohibit anyone from acquiring more than 10% of our Common Stock without first
obtaining the requisite regulatory approval.
Under our Certificate of Incorporation, repeal of certain of the
provisions in our Certificate of Incorporation and Bylaws subject to the
shareholder proposal require the affirmative vote of a majority of the Board of
Directors and then must be approved by the holders of 80% or more or the
outstanding voting shares (unless approved by two-thirds of the entire Board of
Directors, which would then require approval by a majority of the outstanding
voting shares). Thus, in order to effect the changes suggested by the
stockholder proposal, approval of the Board of Directors and subsequent approval
by stockholders at a future meeting would be required. Accordingly, even if the
stockholder proposal is approved at the Annual Meeting , additional action at a
future meeting of stockholders with a more onerous vote standard would be
necessary to amend our Certificate of Incorporation and Bylaws in the manner
proposed.
For the reasons set forth above, the Board of Directors believes that
stockholder proposal is not in the best interests of the Company and its
shareholders. Accordingly, the Board of Directors unanimously recommends that
you VOTE AGAINST the stockholder proposal.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which currently is scheduled to be held in April 2002, must be
received at the principal executive offices of the Company, 15 Beach Street,
Staten Island, New York 10304, Attention: Patricia A. Smith, Corporate
Secretary, no later than November 30, 2001.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Section 2.14 of the Company's
Bylaws, which provides that business at an annual meeting of stockholders must
be (a) properly brought before the meeting by or at the direction of the Board
of Directors, or (b) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 120 days prior to the mailing of proxy materials with
respect to the immediately preceding annual meeting of stockholders of the
Company.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 2000 accompanies this Proxy Statement. Such annual
report is not part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 2000 required to be filed under the Exchange Act. Such written
requests should be directed to Donald C. Fleming, Staten Island Bancorp, Inc.,
15 Beach Street, Staten Island, New York 10304. The Form 10-K is not part of the
proxy solicitation materials.
22
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the election
of any person as a director if the nominee is unable to serve or for good cause
will not serve, matters incident to the conduct of the meeting, and upon such
other matters as may properly come before the Annual Meeting. Management is not
aware of any business that may properly come before the Annual Meeting other
than the matters described above in this Proxy Statement. However, if any other
matters should properly come before the meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Common Stock. The Company has retained
Georgeson Shareholder Communications, Inc. to assist with the solicitation of
proxies for a fee not to exceed $4,500, plus reimbursement for out-of-pocket
expenses. In addition to solicitations by mail, directors, officers and
employees of the Company or the Savings Bank may solicit proxies personally or
by telephone without additional compensation.
By Order of the Board of Directors
/s/Patricia A. Smith
--------------------
Patricia A. Smith
Corporate Secretary
March 30, 2001
23
APPENDIX A
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
STATEN ISLAND BANCORP INC.
CHARTER
I PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Bancorp to any
governmental body and the public; Bancorp's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and Bancorp's auditing (internal and external),
accounting and financial reporting processes. Consistent with this function, the
Audit Committee should encourage continuous improvement of, and should foster
adherence to, Bancorp's policies, procedures and practices at all levels. The
Audit Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to monitor
Bancorp's financial reporting process and internal control
system.
o Review and appraise the audit efforts of Bancorp's independent
accountants and internal auditing department.
o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.
II COMPOSITION
The Audit Committee shall be comprised of four (4) or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.
The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors shall be
duly elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.
A-1
III MEETINGS
The Committee shall meet a least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management, the
director of the internal auditing department and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believe should be discussed privately. In addition, the Committee
or at least its Chair should meet with the independent accountants and
management quarterly to review Bancorp's financials.
IV RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
- ------------------------
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's quarterly and annual financial statements and
any reports or other financial information submitted to any
governmental body, and the public, including any certification, report,
opinion, or review rendered by the independent accountants.
3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.
4. Review all reports issued by Bancorp's independent accountants to
Bancorp management.
Independent Accountants
- -----------------------
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with
Bancorp to determine the accountant's independence.
6. Confer with the independent accountants and the internal auditors
concerning the scope of their examination of the books and records of
Bancorp and its subsidiaries; reviewing and approving the independent
accountants' annual engagement letter; reviewing and approving
Bancorp's internal audit charter, annual audit plans and budgets;
directing the special attention of the auditors to specific matters or
areas deemed by the Committee or the auditors to be of special
significance; and authorizing the auditors to perform such supplemental
reviews or audits as the Committee may deem desirable.
A-2
7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness and
accuracy of the organization's financial statements the quality of
Bancorp's financial accounting.
8. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
Financial Reporting Processes
- -----------------------------
9. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external, in order to ensure
continued compliance with generally accepted auditing standards.
10. Consider the independent accountants' judgments about the quality and
appropriateness of Bancorp's accounting principles as applied in its
financial reporting.
11. Consider and approve, if appropriate, major changes to Bancorp's
auditing and accounting principles and practices as suggested by the
independent accountants, management, or the internal auditing
department.
Processes Improvement
- ---------------------
12. Establish separate systems of reporting to the Audit Committee by each
of management, the independent accountants and the internal auditors
regarding any significant judgements made in management's preparation
of the financial statements and the view of each as to appropriateness
of such judgements.
13. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access
to required information.
14. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.
15. Review with the independent accountants, the internal auditing
department and management, the extent to which changes or improvements
in financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted at
an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee.)
A-3
Ethical and Legal Compliance
- ----------------------------
16. Review periodically the Code of Ethical Conduct and ensure that
management has established a system to enforce this Code.
17. Review management's monitoring of Bancorp's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Bancorp's financial statements,
reports and other financial information disseminated to governmental
organizations and the public satisfy legal requirements.
18. Review activities, organizational structure, and qualifications of the
internal audit department.
19. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
20. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
21. Review correspondence from outside legal counsel, which is submitted to
Bancorp's independent auditors in connection with the audit process.
22. Review the programs and policies of Bancorp designed to ensure
compliance with applicable laws and regulations and monitoring the
results of these compliance efforts.
23. Report through its Chairman to the Board of Directors following the
meetings of the Audit Committee.
24. Maintain minutes or other records of meetings and activities of the
Audit Committee.
25. Conducting or authorizing investigations into any matters within the
Audit committee's scope of responsibilities. The Audit Committee shall
consider whether the retention of independent counsel, accountants, or
others would be appropriate to assist it in the conduct of
investigation of specific matters of substantial concern. Unless
approved or ratified by the full Board of Directors, retention of any
third parties by the Audit committee must be approved by unanimous vote
of the members of the Audit Committee.
26. Perform any other activities consistent with this Charter, Bancorp's
by-laws and governing law, as the Committee or the Board deems
necessary or appropriate.
Charter Amendments
- ------------------
27. This charter may be amended by vote of a majority of the members of the
Audit Committee. Any amendment to this charter is subject to
ratification by the full Board of Directors.
A-4
STATEN ISLAND BANCORP, INC.
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2001
To: Participants in the SI Bank & Trust 401(k) Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on May 10, 2001. We hope you
will take advantage of the opportunity to direct the manner in which shares of
Common Stock of the Company allocated to your account under the SI Bank & Trust
401(k) Plan (the "Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, a voting instruction card, which will permit you to
vote the shares allocated to your account, an Annual Report to Stockholders and
a return envelope. After you have reviewed the Proxy Statement, we urge you to
vote your shares held pursuant to the Plan by marking, dating, signing and
returning the enclosed voting instruction card to the inspector of elections,
Registrar & Transfer Company, in the accompanying envelope or you may vote by
telephone or via the Internet.
We urge each of you to vote as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the Plan are not
received, the shares allocated to your account will be voted in proportion to
all affirmative and negative votes cast by Plan participants. While I hope that
you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been allocated to your account under the Plan. You have or will receive
other voting material for those shares owned by you individually and not under
the Plan.
Sincerely,
/s/ Harry P. Doherty
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
STATEN ISLAND BANCORP, INC.
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2001
To: Participants in the Staten Island Bancorp, Inc.
1998 Recognition and Retention Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on May 10, 2001. We hope you
will take advantage of the opportunity to direct the manner in which shares of
Common Stock of the Company granted to you under the 1998 Recognition and
Retention Plan (the "Recognition Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, a voting instruction card, which will permit you to
vote the shares granted to you, an Annual Report to Stockholders and a return
envelope. After you have reviewed the Proxy Statement, we urge you to vote your
shares held pursuant to the Recognition Plan by marking, dating, signing and
returning the enclosed voting instruction card to the Human Resources Department
in the accompanying envelope.
We urge each of you to vote as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the Recognition
Plan are not received, the shares awarded to you pursuant to the plan will be
voted by the Trustees of the Recognition Plan as directed by the Plan
Administrators in their discretion. While I hope that you will vote in the
manner recommended by the Board of Directors, the most important thing is that
you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been granted to you under the Recognition Plan. You will receive other
voting material for those shares owned by you individually and not under the
Recognition Plan.
Sincerely,
/s/ Harry P. Doherty
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
STATEN ISLAND BANCORP, INC.
15 BEACH STREET
STATEN ISLAND, NEW YORK 10304
(718) 447-7900
March 30, 2001
To: Participants in the Staten Island Bancorp, Inc. Employee Stock Ownership
Plan
As described in the attached materials, your voting instructions are being
solicited in connection with the proposals to be considered at the Company's
upcoming Annual Meeting of Stockholders to be held on May 10, 2001. We hope you
will take advantage of the opportunity to direct the manner in which shares of
Common Stock of the Company granted to you under the Employee Stock Ownership
Plan ("ESOP") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, a voting instruction card, which will permit you to
vote the shares granted to you, an Annual Report to Stockholders and a return
envelope. After you have reviewed the Proxy Statement, we urge you to vote your
shares held pursuant to the ESOP by marking, dating, signing and returning the
enclosed voting instruction card to the inspector of elections, Registrar &
Transfer Company, in the accompanying envelope or you may vote by telephone or
via the Internet.
We urge each of you to vote as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted in the same
proportion as the allocated shares under the ESOP have been voted. While I hope
that you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been allocated to your account under the ESOP. You will receive other
voting material for those shares owned by you individually and not under the
ESOP.
Sincerely,
/s/ Harry P. Doherty
Harry P. Doherty
Chairman of the Board
and Chief Executive Officer
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
REVOCABLE VOTING
STATEN ISLAND BANCORP, INC.
COMMON
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STATEN ISLAND
BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY
10, 2001 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby instructs the Trustees of the trust created pursuant to
the 1998 Recognition and Retention Plan ("Recognition Plan") of Staten Island
Bancorp, Inc. (the "Company") to vote the shares of Common Stock of the Company
granted to me as of March 12, 2001 under the Recognition Plan upon the proposals
to be presented at the Annual Meeting of Stockholders to be held on Thursday,
May 10, 2001, at 10:00 a.m., Eastern Time, and any adjournment thereof.
_________________________________________
Please be sure to sign and date Date
this Proxy in the box below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
DIRECTORS 1. ELECTION OF DIRECTORS (except as marked to the contrary below):
RECOMMEND
"FOR" Nominees for three-year term expiring in 2004:
James R. Coyle, John R. Morris and Allan Weissglass
For All
For Withhold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
DIRECTORS 2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as
RECOMMEND the Company's independent auditors for the year ending December
"FOR" 31, 2001.
For Against Abstain
[_] [_] [_]
DIRECTORS 3. STOCKHOLDER'S PROPOSAL, if presented at the Annual Meeting.
RECOMMEND
"AGAINST"
For Against Abstain
[_] [_] [_]
4. In their discretion, the Trustees are authorized to vote upon
such other business as may properly come before the meeting.
Please sign this voting instruction card exactly as your name(s) appear(s)
on this card. When signing in a representative capacity, please give title. When
shares are held jointly, only one holder need sign.
=> Detach above card mark, sign, date and return using the enclosed envelope. =>
STATEN ISLAND BANCORP, INC.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY'S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTOR'S NOMINEES FOR DIRECTOR,
FOR THE PROPOSAL TO RATIFY THE AUDITORS, AGAINST EACH STOCKHOLDER PROPOSAL AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
REVOCABLE VOTING INSTRUCTION CARD
THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STATEN ISLAND BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
10:00 a.m., Eastern Time
The undersigned hereby instructs the Trustee of the trust created pursuant
to the Employee Stock Ownership Plan ("ESOP") of Staten Island Bancorp, Inc.
(the "Company") to vote the shares of Common Stock of the Company allocated to
my account as of March 12, 2001 under the ESOP upon the proposals to be
presented at the Annual Meeting of Stockholders to be held on Thursday, May 10,
2001, at 10:00 a.m., Eastern Time, and any adjournment thereof.
COMMON
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
=> FOLD AND DETACH HERE =>
STATEN ISLAND BANCORP, INC.-- ANNUAL MEETING, MAY 10, 2001
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-877-210-0269 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call;
or
2. Via the Internet at www.proxyvoting.com/sibk and follow the instructions;
or
3. Mark, sign and date your voting instruction card and return it promptly in
the enclosed envelope.
PLEASE VOTE
1. ELECTION OF DIRECTORS (except as marked to the contrary).
Nominees for three-year term expiring in 2004:
(01) James R. Coyle (02) John R. Morris
(03) Allan Weissglass
For All
For Withhold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" the election of
the nominees listed above.
- --------------------------------------------------------------------------------
Please be sure to sign and date Date this voting instruction card in the
box below.
_________________________________________
Please be sure to sign and date this Date
voting instruction card in the box
below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
Please Mark your
votes as indicated [X]
in this example
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the
Company's independent auditors for the year ending December 31, 2001.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" Proposal 2.
- --------------------------------------------------------------------------------
3. STOCKHOLDER'S PROPOSAL, if presented at the Annual Meeting.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "AGAINST" Proposal 3.
- --------------------------------------------------------------------------------
4. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the Annual Meeting.
COMMON
Please sign this voting instruction card exactly as your name(s) appear(s) on
this card. When signing in a representative capacity, please give title. When
shares are held jointly, only one holder need sign.
- --------------------------------------------------------------------------------
x x x IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ
THE INSTRUCTIONS BELOW x x x
- --------------------------------------------------------------------------------
=> FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTING INSTRUCTION CARD BY
MAIL =>
VOTE BY TELEPHONE/INTERNET
[TELEPHONE] QUICK o o o EASY o o o IMMEDIATE [COMPUTER]
Your telephone/Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your voting instruction
card.
Please have this card handy when you call. You will need this card in front of
you to complete the voting process.
VOTE BY Call toll-free 1-877-210-0269. You will be asked to enter the
PHONE: Control Number (look below at right).
OPTION A: To vote as the Board of Directors recommends on ALL proposals,
press 1. Your vote will be confirmed.
OPTION B: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9. To vote FOR ALL NOMINEES EXCEPT
for certain of the nominees, press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Item 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Your vote will be confirmed.
VOTE BY INTERNET: The web address is www.proxyvoting.com/sibk
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or Internet, DO NOT mail back your voting card.
TELEPHONE/INTERNET VOTING DEADLINE: 12 midnight-May 9, 2001
FOR TELEPHONE/INTERNET VOTING:
CONTROL NUMBER
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
REVOCABLE VOTING INSTRUCTION CARD
STATEN ISLAND BANCORP, INC.
RRP
THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF STATEN ISLAND BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
10:00 a.m., Eastern Time
The undersigned hereby instructs the Trustees of the trust created pursuant to
the 1998 Recognition and Retention Plan ("Recognition Plan") of Staten Island
Bancorp, Inc. (the "Company") to vote the shares of Common Stock of the Company
granted to me as of March 12, 2001 under the Recognition Plan upon the proposals
to be presented at the Annual Meeting of Stockholders to be held on Thursday,
May 10, 2001, at 10:00 a.m., Eastern Time, and any adjournment thereof.
_________________________________________
Please be sure to sign and date Date
this Proxy in the box below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
DIRECTORS 1. ELECTION OF DIRECTORS (except as marked to the contrary below):
RECOMMEND
"FOR" Nominees for three-year term expiring in 2004:
James R. Coyle, John R. Morris and Allan Weissglass
For All
For Withhold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
DIRECTORS 2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as
RECOMMEND the Company's independent auditors for the year ending December
"FOR" 31, 2001.
For Against Abstain
[_] [_] [_]
DIRECTORS 3. STOCKHOLDER'S PROPOSAL, if presented at the Annual Meeting.
RECOMMEND
"AGAINST"
For Against Abstain
[_] [_] [_]
4. In their discretion, the Trustees are authorized to vote upon
such other business as may properly come before the meeting.
Please sign this voting instruction card exactly as your name(s) appear(s)
on this card. When signing in a representative capacity, please give title. When
shares are held jointly, only one holder need sign.
=> Detach above card mark, sign, date and return using the enclosed envelope. =>
STATEN ISLAND BANCORP, INC.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
REVOCABLE VOTING INSTRUCTION CARD
THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STATEN ISLAND BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
10:00 a.m., Eastern Time
The undersigned hereby instructs the Trustee of the trust created pursuant
to the Employee Stock Ownership Plan ("ESOP") of Staten Island Bancorp, Inc.
(the "Company") to vote the shares of Common Stock of the Company allocated to
my account as of March 12, 2001 under the ESOP upon the proposals to be
presented at the Annual Meeting of Stockholders to be held on Thursday, May 10,
2001, at 10:00 a.m., Eastern Time, and any adjournment thereof.
ESOP
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
=> FOLD AND DETACH HERE =>
STATEN ISLAND BANCORP, INC.-- ANNUAL MEETING, MAY 10, 2001
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-877-210-0269 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call;
or
2. Via the Internet at www.proxyvoting.com/sibk and follow the instructions;
or
3. Mark, sign and date your voting instruction card and return it promptly in
the enclosed envelope.
PLEASE VOTE
1. ELECTION OF DIRECTORS (except as marked to the contrary).
Nominees for three-year term expiring in 2004:
(01) James R. Coyle (02) John R. Morris
(03) Allan Weissglass
For All
For Withhold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" the election of
the nominees listed above.
- --------------------------------------------------------------------------------
Please be sure to sign and date Date this voting instruction card in the
box below.
_________________________________________
Please be sure to sign and date this Date
voting instruction card in the box
below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
Please Mark your
votes as indicated [X]
in this example
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the
Company's independent auditors for the year ending December 31, 2001.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" Proposal 2.
- --------------------------------------------------------------------------------
3. STOCKHOLDER'S PROPOSAL, if presented at the Annual Meeting.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "AGAINST" Proposal 3.
- --------------------------------------------------------------------------------
4. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the Annual Meeting.
ESOP
Please sign this voting instruction card exactly as your name(s) appear(s) on
this card. When signing in a representative capacity, please give title. When
shares are held jointly, only one holder need sign.
- --------------------------------------------------------------------------------
x x x IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ
THE INSTRUCTIONS BELOW x x x
- --------------------------------------------------------------------------------
=> FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTING INSTRUCTION CARD BY
MAIL =>
VOTE BY TELEPHONE/INTERNET
[TELEPHONE] QUICK o o o EASY o o o IMMEDIATE [COMPUTER]
Your telephone/Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your voting instruction
card.
Please have this card handy when you call. You will need this card in front of
you to complete the voting process.
VOTE BY Call toll-free 1-877-210-0269. You will be asked to enter the
PHONE: Control Number (look below at right).
OPTION A: To vote as the Board of Directors recommends on ALL proposals,
press 1. Your vote will be confirmed.
OPTION B: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9. To vote FOR ALL NOMINEES EXCEPT
for certain of the nominees, press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Item 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Your vote will be confirmed.
VOTE BY INTERNET: The web address is www.proxyvoting.com/sibk
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or Internet, DO NOT mail back your voting card.
TELEPHONE/INTERNET VOTING DEADLINE: 12 midnight-May 9, 2001
FOR TELEPHONE/INTERNET VOTING:
CONTROL NUMBER
REVOCABLE VOTING INSTRUCTION CARD
THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STATEN ISLAND BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001
10:00 a.m., Eastern Time
The undersigned hereby instructs the Trustee of the trust created pursuant
to the SI Bank & Trust 401(k) Plan (the "Plan") to vote the shares of Common
Stock of Staten Island Bancorp, Inc. (the "Company") allocated to my account as
of March 12, 2001 under the Plan upon the proposals to be presented at the
Annual Meeting of Stockholders to be held on Thursday, May 10, 2001, at 10:00
a.m., Eastern Time, and any adjournment thereof.
401-K
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
=> FOLD AND DETACH HERE =>
STATEN ISLAND BANCORP, INC.-- ANNUAL MEETING, MAY 10, 2001
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-877-210-0269 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call;
or
2. Via the Internet at www.proxyvoting.com/sibk and follow the instructions;
or
3. Mark, sign and date your voting instruction card and return it promptly in
the enclosed envelope.
PLEASE VOTE
1. ELECTION OF DIRECTORS (except as marked to the contrary).
Nominees for three-year term expiring in 2004:
(01) James R. Coyle (02) John R. Morris
(03) Allan Weissglass
For All
For Withhold Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" the election of
the nominees listed above.
- --------------------------------------------------------------------------------
Please be sure to sign and date Date this voting instruction card in the
box below.
_________________________________________
Please be sure to sign and date this Date
voting instruction card in the box
below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
Please Mark your
votes as indicated [X]
in this example
2. PROPOSAL to ratify the appointment of Arthur Andersen L.L.P. as the
Company's independent auditors for the year ending December 31, 2001.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "FOR" Proposal 2.
- --------------------------------------------------------------------------------
3. STOCKHOLDER'S PROPOSAL, if presented at the Annual Meeting.
For Against Abstain
[_] [_] [_]
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote "AGAINST" Proposal 3.
- --------------------------------------------------------------------------------
4. In their discretion, the Trustee is authorized to vote upon such other
business as may properly come before the Annual Meeting.
401-K
Please sign this voting instruction card exactly as your name(s) appear(s) on
this card. When signing in a representative capacity, please give title. When
shares are held jointly, only one holder need sign.
- --------------------------------------------------------------------------------
x x x IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ
THE INSTRUCTIONS BELOW x x x
- --------------------------------------------------------------------------------
=> FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTING INSTRUCTION CARD BY
MAIL =>
VOTE BY TELEPHONE/INTERNET
[TELEPHONE] QUICK o o o EASY o o o IMMEDIATE [COMPUTER]
Your telephone/Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your voting instruction
card.
Please have this card handy when you call. You will need this card in front of
you to complete the voting process.
VOTE BY Call toll-free 1-877-210-0269. You will be asked to enter the
PHONE: Control Number (look below at right).
OPTION A: To vote as the Board of Directors recommends on ALL proposals,
press 1. Your vote will be confirmed.
OPTION B: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9. To vote FOR ALL NOMINEES EXCEPT
for certain of the nominees, press 0 and listen to the
instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Item 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Your vote will be confirmed.
VOTE BY INTERNET: The web address is www.proxyvoting.com/sibk
You will be asked to enter the Control Number (look below at right).
If you vote by telephone or Internet, DO NOT mail back your voting card.
TELEPHONE/INTERNET VOTING DEADLINE: 12 midnight-May 9, 2001
FOR TELEPHONE/INTERNET VOTING:
CONTROL NUMBER