SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 |_| Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERVEST BANCSHARES CORPORATION
--------------------------------
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
--------------
(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)(1) and
0-11.
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by Registration
Statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________
(2) Form, Schedule or Registration Statement No.: ________________
(3) Filing Party: ________________________________________________
(4) Date Filed: __________________________________________________
INTERVEST BANCSHARES CORPORATION
10 Rockefeller Plaza/New York, N.Y. 10020-1903
TEL: (212) 218-2800
Notice of Annual Meeting of Stockholders
To be held on Friday, May 24, 2002
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders (the
"Annual Meeting") of Intervest Bancshares Corporation (the "Company") will be
held on Friday, May 24, 2002, at 9:30 a.m., New York time, at the offices of
Intervest National Bank, One Rockefeller Plaza (Suite 300), New York, New York
for the following purposes:
1. To elect directors; and
2. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April 17 , 2002 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Class A or Class B Common Stock of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By Order of the Board of Directors
New York, New York
April 22, 2002 Jerome Dansker
Chairman of the Board
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2002
INTERVEST BANCSHARES CORPORATION
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212) 218-2800
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (sometimes referred to herein as the "Board") of
Intervest Bancshares Corporation, a Delaware corporation (the "Company") of
proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting"), to
be held on May 24, 2002, or any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. This Proxy
Statement and the accompanying proxy are being mailed to stockholders commencing
on or about April 22, 2002. The Annual Report for the year ended December 31,
2001, including financial statements, is being mailed to stockholders
concurrently with the mailing of this Proxy Statement.
You will find a form of proxy in the envelope in which you received this
Proxy Statement. Please sign and return this proxy in the enclosed postage-paid
envelope. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.
If the enclosed form of proxy is properly signed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon. Signed
proxies with no instructions thereon with respect to the proposal set forth in
the accompanying Notice of Annual Meeting will be voted FOR the election of the
nominees as director. If any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy will vote the shares
represented by such proxy on such matters as shall be determined by a majority
of the Board of Directors or its Executive Committee.
The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Class A and Class B Common Stock. Only stockholders of
record at the close of business on April 17, 2002 are entitled to notice of and
to vote at the Annual Meeting. As of March 31, 2002, there were 3,911,129 shares
of the Company's Class A Common Stock and 355,000 shares of the Company's Class
B Common Stock issued and outstanding. The holders of the outstanding shares of
Class B Common Stock are entitled to vote for the election of two-thirds of the
directors of the Company rounded up to the nearest whole number, or seven
directors. The holders of the outstanding shares of Class A Common Stock of the
Company are entitled to vote for the election of the remaining directors of the
Company, or three directors. The holders of both Class A and Class B Common
Stock as of the record date are entitled to vote on all other matters to come
before the meeting, and each is entitled to one vote for each share held on the
record date.
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
1
will have no effect on the vote. If a quorum is present, the three nominees for
election by the holders of Class A Common Stock and the seven nominees for
election by the holders of Class B Common Stock who receive the highest number
of votes cast by holders of shares of Class A Common Stock and Class B Common
Stock, respectively, will be elected as directors of the Company.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 2002 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company and (iv) all current directors and
executive officers of the Company as a group.
Class A Common Stock Class B Common Stock
-------------------- --------------------
Name of
Beneficial Holder Number of Shares Percent of Class(1) Number of Shares Percent of Class(1)
- ----------------- ---------------- ------------------- ---------------- -------------------
Helene D. Bergman 481,000(2) 13.35% 75,000 21.13%
Directors and Executive Officers
Lawrence G. Bergman, Director, 481,000(2) 13.35% 75,000 21.13%
Vice President and Secretary
Michael A. Callen, Director 50,000(3) 1.39% 0 0%
Lowell S. Dansker, Director, 962,000(4) 26.33% 150,000 42.25%
President and Treasurer
Jerome Dansker, Chairman, 1,006,965(5) 24.62% 250,000(5) 45.45%
Director, Executive Vice President
Wayne F. Holly, Director 16,200 0.46% 0 0%
Edward J. Merz, Director 5,200(6) 0.15% 0 0%
Lawton Swan, III, Director 9,105(7) 0.26% 0 0%
Thomas E. Willett, Director 6,000(8) 0.17% 0 0%
David J. Willmott, Director 98,821(9) 2.73% 0 0%
Wesley T. Wood, Director 105,142(10) 2.90% 0 0%
All directors and executive
officers as a group (10 persons) 2,740,433 61.77% 550,000 86.36%
_____________________________
<FN>
(1) Percentages have been computed based upon the total outstanding shares
of the Company plus, for each person and the group, shares that person
or the group has the right to acquire pursuant to warrants or
convertible debentures.
(2) Includes 47,500 shares of Class A common stock issuable upon the
exercise of warrants and 7,650 shares held by his children.
(3) Includes 38,750 shares of Class A common stock issuable upon the
exercise of warrants.
(4) Includes 70,000 shares of Class A common stock issuable upon the
exercise of warrants and 10,500 shares held as custodian for minor
children.
(5) Includes 533,465 shares of Class A common stock issuable upon the
exercise of warrants. Also includes 5,000 shares held by his spouse.
The shares of Class B common stock include 195,000 shares issuable upon
exercise of warrants.
(6) Includes 5,000 shares of Class A common stock issuable upon the
exercise of warrants.
(7) Includes 2,000 shares of Class A Common stock issuable upon the
exercise of warrants and 6,605 shares of Class A common stock issuable
upon the conversion of debentures.
(8) Includes 3,000 shares of Class A common stock issuable upon the
exercise of warrants.
(9) Includes 57,500 shares of Class A common stock issuable upon the
exercise of warrants and 1,321 shares of Class A common stock issuable
upon the conversion of debentures.
(10) Includes 65,000 shares of Class A common stock issuable upon the
exercise of warrants and 2,642 shares of Class A common stock issuable
upon the conversion of debentures.
</FN>
3
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, it is proposed to elect a board of 10 directors, each to
serve until the next annual meeting or until a successor is elected and
qualified. If no contrary specification is made, the persons named in the proxy
card will vote for the election of the nominees named below. If any of these
persons should decline election or should by reason of unexpected occurrence not
be able to serve, the persons named in the proxy card may exercise discretionary
authority to vote for a substitute or substitutes. All of the nominees are
presently serving as directors of the Company and were elected by the
shareholders.
The names of the nominees and certain information about them are set forth
below.
For election by the holders of Class A Common Stock:
Michael A. Callen, age 61, serves as a Director of the Company, and has
served in such capacity since May, 1994. Mr Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen is
President of Avalon Argus Associates, a financial consulting firm. Mr. Callen
had been Senior Advisor, The National Commercial Bank, Jeddah, Kingdom of Saudi
Arabia for more than five years and prior to 1993 was a Director and Sector
Executive at Citicorp/Citibank, responsible for corporate banking activities in
North America, Europe and Japan. Mr. Callen is also a Director of Intervest
National Bank and Intervest Corporation of New York, and also serves as a
Director of AMBAC, Inc.
Wayne F. Holly, age 45, serves as a Director of the Company and has served
in such capacity since June, 1999. Mr. Holly received a Bachelor of Arts degree
in Economics from Alfred University. Mr. Holly is President of Sage, Rutty &
Co., Inc., members of the Boston Stock Exchange, with offices in Rochester, New
York and Canandaigua, New York, and is also a Director of Intervest National
Bank and Intervest Corporation of New York. Mr. Holly has been an Officer and
Director of Sage, Rutty & Co., Inc. for more than five years.
Lawton Swan, III, age 59, serves as a Director of the Company and has
served in that capacity since February, 2000. Mr. Swan received a Bachelor of
Science Degree from Florida State University in Business Administration and
Insurance. Mr. Swan is President and Chairman of the Board of Interisk
Corporation, a consulting firm specializing in risk management and employee
benefit plans, which he founded in 1978. He is also a Director of Intervest
National Bank and Intervest Corporation of New York.
For election by the holders of Class B Common Stock:
Lawrence G. Bergman, age 57, serves as a Director, and as Vice President
and Secretary of the Company and has served in such capacities since the Company
was organized. Mr. Bergman received a Bachelor of Science degree and a Master of
Engineering (Electrical) degree from Cornell University, and a Master of Science
in Engineering and a Ph.D degree from The Johns Hopkins University. Mr. Bergman
is also a Director of Intervest National Bank and a Director, Vice-President and
Secretary of Intervest Corporation of New York. During the past five years, Mr.
Bergman has been actively involved in the ownership and operation of real estate
and mortgage investments.
Jerome Dansker, age 83, serves as Chairman of the Board of Directors and
Executive Vice President of the Company. He has served as Executive Vice
President since 1994 and as Chairman of the Board since 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York. Mr.
Dansker is also Chairman of the Board of Directors of Intervest National Bank
4
and Chairman of the Board of Directors and Executive Vice President of Intervest
Corporation of New York. During the past five years, Mr. Dansker has been
actively involved in the ownership and operation of real estate and mortgage
investments.
Lowell S. Dansker, age 51, serves as a Director, President and Treasurer of
the Company, and has served in such capacities since the Company was organized.
Mr. Dansker received a Bachelor of Science in Business Administration from
Babson College, a law degree from the University of Akron School of Law, and is
admitted to practice as an attorney in New York, Ohio, Florida and the District
of Columbia. Mr. Dansker is also a Director and Chief Executive Officer of
Intervest National Bank and a Director, President and Treasurer of Intervest
Corporation of New York. During the past five years, Mr. Dansker has been
actively involved in the ownership and operation of real estate and mortgage
investments.
Edward J. Merz, age 70, serves as a Director of the Company and has served
in such capacity since February, 1998. Mr. Merz received a Bachelor of Business
Administration from City College of New York and is a graduate of the Stonier
School of Banking at Rutgers University. Mr. Merz is Chairman of the Board of
Directors of the Suffolk County National Bank of Riverhead and of its parent,
Suffolk Bancorp, and has been an Officer and Director of those companies for
more than five years. He is also a Director of Intervest National Bank and
Intervest Corporation of New York and he is a Director and Treasurer of Cornell
Cooperative Extension Institute.
Thomas E. Willett, age 54, serves as a Director of the Company, and has
served in such capacity since March, 1999. Mr. Willett received a Bachelor of
Science Degree from the United States Air Force Academy and a law degree from
Cornell University School of Law. Mr. Willett has been a partner of Harris Beach
LLP, a law firm in Rochester, New York, for more than five years and is a
Director of Intervest National Bank and Intervest Corporation of New York.
David J. Willmott, age 63, serves as a Director of the Company, and has
served in such capacity since March, 1994. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago
and is a Director of Intervest National Bank and Intervest Corporation of New
York.
Wesley T. Wood, age 59, serves as a Director of the Company, and has served
in such capacity since March, 1994. Mr. Wood received a Bachelor of Science
degree from New York University, School of Commerce. Mr. Wood is a Director and
President of Marketing Capital Corporation, an international marketing
consulting and investment firm which he founded in 1973. He is also a Director
of Intervest National Bank and Intervest Corporation of New York, an Advisory
Board Member of The Center of Direct Marketing at New York University, a member
of the Trustees Advisory Committee at Fairfield University in Connecticut, and a
Trustee of St. Dominics R.C. Church in Oyster Bay, New York.
The Board of Directors recommends a vote "FOR" the election
of the foregoing nominees for director.
5
Jerome Dansker is the father of Lowell S. Dansker. Otherwise, there are no
family relationships between any director, executive officer or any person
nominated or chosen by the Board of Directors to become a director or executive
officer.
Meetings of the Board of Directors and Committees.
Regular meetings of the Board of Directors are held every other month and
special meetings of the Board of Directors are held from time to time as needed.
The Board of Directors held seven meetings in 2001. During the period that each
Director served as such, all of the Directors (except Messrs. Merz and Wood, who
each attended five of the seven meetings) attended at least 75% of the total
meetings held by the Board of Directors and by the Committees on which they
served during 2001.
Committees of the Board of Directors
Currently, the Board of Directors has the following standing committees:
Executive Committee. Members of the Executive Committee are Lawrence G.
Bergman, Jerome Dansker and Lowell S. Dansker. The Executive Committee exercises
all of the power of the Board between meetings of the Board. The Executive
Committee held six meetings in 2001.
Audit Committee. Members of the Audit Committee are Edward J. Merz,
Chairman and Lawton Swan, III, Thomas E. Willett, and David J. Willmott. The
members of the Audit Committee are independent as defined in Rule 4200(a)(14) of
the Nasdaq Stock Market. The functions of the Audit Committee and its activities
during the most recent fiscal year are described below under the heading Report
of the Audit Committee. The Audit Committee held four meetings in 2001.
Report of the Audit Committee
The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
report by reference therein.
As set forth in more detail in its charter, the Audit Committee's primary
responsibilities fall into three broad categories:
o first, the Committee is charged with monitoring the
preparation of quarterly and annual financial statements by
the Company's management, including discussions with
management and the Company's outside auditors;
o second, the Committee is responsible for matters concerning
the relationship between the Company and its auditors,
including: recommending their appointment or removal;
reviewing the scope of their audit services and related fees,
as well as any other services that may be provided to the
Company; and determining whether the outside auditors are
independent; and
o third, the Committee oversees implementation of effective
systems of internal controls, including review of policies
relating to legal and regulatory compliance, ethics and
6
conflicts of interest; and review of the activities and
recommendations of the Company's internal auditors.
In overseeing the preparation of the Company's financial statements, the
Committee discussed with both management and the Company's outside auditors all
financial statements prior to their issuance and discussed significant
accounting issues. Management advised the Committee that all financial
statements were prepared in accordance with accounting principles generally
accepted in the United States of America, and the Committee discussed the
statements with management, as well as the outside auditors of the Company and
its subsidiaries. The Committee's review included discussions with the outside
auditors of matters required to be discussed pursuant to Statement on Auditing
Standards No. 61.
On the basis of these reviews and discussions, the Committee recommended to
the Board of Directors that the Board approve the inclusion of the Company's
audited financial statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, for filing with the Securities and Exchange
Commission. The Committee also recommended that Hacker, Johnson & Smith, PA be
appointed independent auditors for the Company and for Intervest National Bank
in 2002 and that the firm of Richard A. Eisner & Company, LLP be appointed as
independent auditors for Intervest Corporation of New York, a Company
subsidiary, for 2002.
Members of the Audit Committee: Edward J. Merz, Lawton Swan, III, Thomas E.
Willett, David J. Willmott.
Compensation of Directors
Directors of the Company receive a fee of $500 per Board meeting attended.
The Chairman of the Executive and Audit Committees receive $300 per meeting
attended and the other members of the Executive and Audit Committees receive
$250 per meeting attended.
EXECUTIVE COMPENSATION
The Board of Directors does not have a compensation committee and the
compensation of the executive officers of the Company and its subsidiaries is
approved by the full Board of Directors.
While the Board of Directors evaluates the performance of the Chief
Executive Officer on an annual basis, because the Chief Executive Officer
agreed, during 2001, to serve at a salary level substantially lower than is
reflective of the scope of his duties and responsibilities, the Board of
Directors did not apply any specific factors or criteria in the establishment of
his compensation.
With respect to the remaining executive officers of the Company, the
Company's executive compensation programs are principally designed to give
executives incentives to focus on and achieve the Company's business objectives.
Key elements of its compensation programs are competitive base salaries and
annual performance-based bonuses, which seek to recognize individual performance
each year. The Company has, from time to time, granted stock purchase warrants,
which provide financial rewards to executives if there is stock price
appreciation over the period of exercisability.
The Board reviews compensation of executive officers annually in the
context of total compensation packages awarded to executives with similar
responsibilities at similar companies in the financial sector.
7
The bonuses paid to the executive officers were intended to recognize
accomplishments of the Company and its subsidiaries in the past year.
Executive Compensation Summary Table.
The following table sets forth information concerning total compensation
paid during the last three years by the Company or its subsidiaries to the
Company's Chairman, the Company's Chief Executive Officer, and to the Executive
Officers of the Company or its subsidiaries who had annual compensation in
excess of $100,000. While Messrs. Olsen, Sullivan and Arvonio serve as Executive
Officers of Intervest National Bank, they do not serve as Executive Officers of
the Company.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Principal Other Annual
Position Year Salary(1) Bonuses Compensation Awards Pay-Outs
-------- ---- --------- ------- ------------ ------ --------
Jerome Dansker 2001 $266,457 ---- ---- ---- ----
Chairman, Executive 2000 $191,585 ---- 50,000(2) ----
Vice President 1999 $193,409 $9,305 ---- ---- ----
Lowell S. Dansker, 2001 $39,594 ---- ---- ---- ----
Chief Executive 2000 $13,610 ---- ---- ---- ----
Officer 1999 $9,345 ---- ---- ---- ----
Keith A. Olsen, 2001 $138,599 $20,000 ---- ---- ----
President - Florida 2000 $130,323 $20,000 ---- ---- ----
Division of Intervest 1999 $130,867 $17,500 ---- ---- ----
National Bank
Raymond C. Sullivan 2001 $110,103 $7,500 ---- ---- ----
President - Intervest 2000 $90,192 $5,000 ---- ---- ----
National Bank 1999 $83,058 $5,000 ---- ---- ----
John J. Arvonio 2001 $106,948 $7,500 ---- ---- ----
Chief Financial 2000 $85,177 $5,000 ---- ---- ----
Officer - Intervest 1999 $74,561 $5,000 ---- ---- ----
National Bank
______________________________
<FN>
(1) Includes director and committee fees, matching contributions under the
401(K) plan and unused vacation paid by the Company and its
subsidiaries.
(2) This represents an award of 50,000 shares of Class B restricted common
stock, valued at $159,000.
</FN>
8
Employment Agreements.
Intervest Corporation of New York has an employment agreement with Jerome
Dansker that expires June 30, 2005. The agreement provides for an annual salary
in the present amount of $177,315, which is subject to increase annually by six
percent or by the percentage increase in the consumer price index, if higher.
The agreement also provides for monthly expense account payments, the use of a
car and medical benefits. In the event of Mr. Dansker's death or disability,
monthly payments of one-half of the amount which would otherwise have been paid
to Mr. Dansker will continue until the longer of (i) the balance of the term of
employment, or (ii) three years. In 1998, the agreement was modified to provide
for additional compensation of $1,000 per month for each $10 million of gross
assets of Intervest Corporation of New York in excess of $100 million.
Intervest National Bank has an employment agreement with Mr. Keith A. Olsen
that expires December 31, 2002. The agreement provides for a base annual salary
of not less than $125,000 and also provides for the payment of up to two years'
severance in certain instances upon termination of employment.
Comparison of Cumulative Total Returns.
The chart below compares the cumulative total shareholder return on the
Company's Class A Common Stock against the cumulative total return of the Nasdaq
Stock Market (U.S. companies) Index and an index for banks with total assets of
less than $500 million. The graph was prepared by SNL Financial L.C. The stock
performance graph assumes that $100 was invested on November 25, 1997, the date
on which the Company's Class A Common Stock commenced trading. The points marked
on the horizontal axis correspond to December 31 of each year. Each of the
referenced indices is calculated in the same manner.
Period Ending
------------------------------------------------------------------------------
Index 11/25/97 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- ---------------------------------------------------------------------------------------------------------------------
Intervest Bancshares Corporation 100.00 111.36 79.55 56.82 34.09 67.27
NASDAQ - Total US* 100.00 99.07 139.68 259.57 156.13 123.89
SNL <$500M Bank Index 100.00 109.15 99.66 92.25 89.00 123.11
9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's subsidiary bank has had various loan and other banking
transactions in the ordinary course of business with directors and executive
officers of the Company and its subsidiaries (or associates of such persons). In
the opinion of management, all such transactions: (i) have been or will be made
in the ordinary course of business, (ii) have been and will be made on
substantially the same terms, including interest rates and collateral on loans,
as those generally prevailing at the time for comparable transactions with
unrelated persons, and (iii) have not and will not involve more than the normal
risk of collectability or present other unfavorable features. There are no
outstanding loan transactions with the Company's Directors or Executive
Officers.
The Company, as well as Directors of the Company and entities affiliated
with certain Directors of the Company, have in the past and may in the future
participate in mortgage loans originated by the Company's subsidiary bank. Such
participations are on substantially the same terms as would apply for comparable
transactions with other persons and the interest of the participants in the
collateral securing those loans is pari passu with such bank.
The wife of the Chairman of the Board of Directors of the Company is the
sole shareholder and a Director of Intervest Securities Corporation, a
registered broker/dealer and a member firm of the NASD. Intervest Securities
Corporation has acted as a participating dealer in private placements of the
Company and Intervest Corporation of New York.
Thomas E. Willett, Esq., a Director of the Corporation, is a partner in the
law firm of Harris Beach LLP, which firm provided legal services to the Company
and its subsidiaries during 2001. Mr. Wayne F. Holly, who is a Director of the
Company, also serves as a Director and President of Sage, Rutty & Co., Inc.,
which firm has acted as underwriter or placement agent in connection with
securities offerings of the Company and one of its subsidiaries.
Except for the transactions described above and outside of normal customer
relationships, none of the directors, officers or present shareholders of the
Company and no corporations or firms with such persons or entities are
associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or with its subsidiary bank other than such as arises by virtue of such
position or ownership interest in the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and more than 10% stockholders were satisfied.
10
INDEPENDENT PUBLIC ACCOUNTANTS
General
The Board of Directors has appointed Hacker, Johnson & Smith PA as
independent auditors for the Company for the year ending December 31, 2002. The
Company has been advised by Hacker, Johnson & Smith, PA that neither the firm
nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
public accountants and clients. It is not expected that representatives of
Hacker, Johnson & Smith, PA will be present at the annual meeting.
Audit Fees
The aggregate amount of the fees billed by Hacker, Johnson & Smith, PA for
the audit of the Company's and its bank subsidiary's annual financial statements
for 2001 and its review of the Company's unaudited interim financial statements
included in reports filed by the Company under the Exchange Act during the year
was $61,000. In addition, the aggregate amount of fees billed by Richard A.
Eisner Company, LLP for the audit of the financial statements of Intervest
Corporation of New York for 2001 was $26,800. Hacker, Johnson & Smith, PA relies
upon the report of Richard A. Eisner & Company, LLP in its report.
Financial Information Systems Design and Implementation
Hacker, Johnson & Smith, PA did not provide any services to the Company for
financial information systems design and implementation during 2001.
All Other Fees
The aggregate amount of the fees billed by Hacker, Johnson & Smith for all
other services rendered by it to the Company during 2001 was $8,500. These
services consisted of assistance in the preparation of tax returns.
The Audit Committee of the Board of Directors considered the compatibility
of the non- audit services provided to the Company by Hacker, Johnson & Smith,
PA in 2001 with the independence of that firm from the Company in evaluating
whether to recommend the appointment of Hacker, Johnson & Smith, PA to perform
the audit of the Company's financial statements for the year ending December 31,
2002.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 10 Rockefeller Plaza (Suite 1015), New York, New York 10020 no
later than December 21, 2002 and (ii) must satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be included
in the Company's Proxy Statement for that meeting. The persons named in the
proxies distributed by the Company may use their discretion in voting proxies
with respect to shareholder proposals not included in the proxy statement for
the 2002 annual meeting, unless the Company received notice of such proposals
prior to March 5, 2002.
11
OTHER MATTERS
The cost of solicitation of proxies by the Company will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and regular employees, may also solicit proxies
personally or by telephone, telegraph or fax. The Company will request persons,
firms and corporations holding shares of Common Stock in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners and will reimburse
such holders for their reasonable expenses in doing so.
As of this date, the Board of Directors does not know of any business to be
brought before the meeting other than as specified above. However, if any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote in such manner as may be determined by a
majority of the Board of Directors or its Executive Committee.
Copies of the 2001 Annual Report of the Company are included in this
mailing to stockholders and additional copies may be obtained from the Secretary
of the Company, 10 Rockefeller Plaza (Suite 1015), New York, New York 10020.
By Order of the Board of Directors
Lawrence G. Bergman
Secretary
Dated: April 22, 2002
A copy of the Annual Report of the Company on Form 10-K for its most recent
fiscal year, as filed with the Securities and Exchange Commission, will be
furnished upon request and without charge to beneficial holders of the Class A
Common Stock of the Company. Written requests should be directed to: Intervest
Bancshares Corporation, Attention: Secretary, 10 Rockefeller Plaza (Suite 1015),
New York, New York 10020. Telephone inquiries should be directed to (212)
218-2800.
12
PROXY INTERVEST BANCSHARES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders On May 24, 2002
The undersigned, revoking any proxy heretofore given, hereby constitutes
and appoints Lawrence G. Bergman, Jerome Dansker and Lowell S. Dansker, or any
of them, proxies of the undersigned, each with full power of substitution, to
vote all shares of Class A Common Stock of INTERVEST BANCSHARES CORPORATION (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held Friday, May 24, 2002 at 9:30 A.M. local time (the
"Annual Meeting"), and at any adjournment or postponement thereof, as
hereinafter specified with respect to the following proposals, more fully
described in the Notice of and Proxy Statement for the Annual Meeting, receipt
of which is hereby acknowledged. The Board of Directors recommends a vote FOR
all of the director nominees.
DIRECTOR NOMINEES:
Michael A. Callen, Wayne F.Holly, Lawton Swan, III
WITHHELD
1. Election of FOR all nominees for all
Directors listed above Nominees
|_| |_|
To withhold authority to vote for any individual
nominee, print the name(s) on the lines below.
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
2. In their discretion, upon any other business which may properly come
before the Annual Meeting or any adjournment or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH
HEREIN UNLESS A CONTRARY CHOICE IS SPECIFIED. SAID PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY OTHER MATTERS WHICH PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.
Signature ____________________ Date ____________ Signature ____________________
Date__________
Note: (Please sign exactly as name appears hereon. For joint accounts, each
joint owner should sign. Executors, administrators, trustees, etc. should so
indicate when signing).
COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.