SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 (S)240.14a-11(c) or (S)240.14a-12
AFFILIATED COMMUNITY BANCORP, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AFFILIATED COMMUNITY BANCORP, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
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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:
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(4) Date Filed:
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AFFILIATED COMMUNITY BANCORP, INC.
716 MAIN STREET
WALTHAM, MASSACHUSETTS 02254
March 20, 1997
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Affiliated Community Bancorp, Inc. (the "Company"), to be held at the Sheraton
Tara Lexington Inn, 727 Marrett Road, Route 2A, Lexington, Massachusetts, on
Wednesday, April 23, 1997, at 9:30 a.m.
At the Annual Meeting, you will be asked to elect two nominees to the Board
of Directors of the Company and consider a proposal to amend and restate the
Company's 1995 Stock Option Plan and such other business as may properly come
before the Annual Meeting or any adjournments or postponements thereof. The
Board of Directors unanimously recommends that stockholders vote in favor of
each of the nominees and in favor of the proposal to amend and restate the
Company's 1995 Stock Option Plan.
Enclosed is a Notice of Annual Meeting of Stockholders and a Proxy Statement
which provide information relating to the matters to be considered at the
Annual Meeting. The Board of Directors has fixed March 3, 1997 as the record
date for the Annual Meeting. All stockholders 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 adjournments or postponements thereof.
A form of proxy solicited by the Board of Directors is enclosed for your
convenience. Please mark, sign, date and return the enclosed proxy card
promptly. Stockholders of record who attend the Annual Meeting may vote in
person at the meeting, even if they have previously delivered a signed proxy.
I, along with the other members of management and the Board of Directors,
look forward to greeting you at the Annual Meeting.
Very truly yours,
/s/ Timothy J. Hansberry
------------------------------
Timothy J. Hansberry
President and Chief Executive
Officer
IMPORTANT:
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. THE
PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE OF FURTHER REQUESTS FOR
PROXIES IN ORDER TO ENSURE A QUORUM. AN ADDRESSED ENVELOPE IS PROVIDED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
AFFILIATED COMMUNITY BANCORP, INC.
716 MAIN STREET
WALTHAM, MASSACHUSETTS 02254
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 23, 1997
NOTICE IS HEREBY GIVEN THAT the 1997 Annual Meeting of Stockholders of
Affiliated Community Bancorp, Inc. ("AFCB") will be held at the Sheraton Tara
Lexington Inn, 727 Marrett Road, Route 2A, Lexington, Massachusetts, on
Wednesday, April 23, 1997, at 9:30 a.m., for the following purposes:
(1) To elect two Directors of AFCB, each for a three-year term to continue
until the 2000 Annual Meeting of Stockholders and until the Director's
successor is duly elected and qualified;
(2) To approve the amendment and restatement of AFCB's 1995 Stock Option
Plan, including an increase in the number of available shares by
250,000, which is equal to approximately 4.8 percent of AFCB's
outstanding shares; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 3, 1997 as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors
/s/ Quentin J. Greeley, Esq.
------------------------------
Quentin J. Greeley, Esq.
Corporate Clerk
Waltham, Massachusetts
March 20, 1997
AFFILIATED COMMUNITY BANCORP, INC.
716 MAIN STREET
WALTHAM, MASSACHUSETTS 02254
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 23, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Affiliated Community
Bancorp, Inc. ("AFCB") for use at the 1997 Annual Meeting of Stockholders of
AFCB (the "Annual Meeting") to be held at the Sheraton Tara Lexington Inn, 727
Marrett Road, Route 2A, Lexington, Massachusetts, on Wednesday, April 23, 1997
at 9:30 a.m., or any adjournments or postponements thereof.
At the Annual Meeting, the stockholders of AFCB will be asked to consider
and vote upon the following matters:
1. The election of two Directors of AFCB, each for a three-year term to
continue until the 2000 Annual Meeting of Stockholders and until the
Director's successor is duly elected and qualified;
2. To approve the amendment and restatement of AFCB'S 1995 Stock Option
Plan, including an increase in the number of available shares by
250,000, which is equal to approximately 4.8 percent of AFCB'S
outstanding shares; and
3. Such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
GENERAL
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of AFCB on or about March 20, 1997 in connection with
the solicitation of proxies for the Annual Meeting. The Board has fixed the
close of business on March 3, 1997 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting (the
"Record Date"). Only registered holders of common stock on the Record Date
will be entitled to notice of and to vote at the Annual Meeting. As of the
Record Date, there were 5,165,166 shares of AFCB's common stock, par value
$.01 per share ("Common Stock"), outstanding and entitled to vote at the
Annual Meeting. Each holder of Common Stock outstanding as of the close of
business on the Record Date will be entitled to one vote for each share held
of record on each matter to be voted upon at the Annual Meeting.
The representation, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock of AFCB is necessary to constitute a quorum
at the Annual Meeting. Proxies received with abstentions and broker non-votes,
if any, are counted for purposes of determining whether a quorum is present at
the Annual Meeting.
STOCKHOLDERS OF AFCB ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. SHARES OF COMMON STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY AFCB AND NOT REVOKED WILL
BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN, PROPERLY EXECUTED PROXIES WILL
BE VOTED "FOR" THE ELECTION OF JACK E. CHAPPELL AND FRED C. BAILEY AS
DIRECTORS OF AFCB AND TO APPROVE THE AMENDMENT AND RESTATEMENT OF AFCB'S 1995
STOCK OPTION PLAN. IT IS NOT ANTICIPATED THAT ANY OTHER MATTER WILL BE
PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES WILL
BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked at any time before it is voted
on any matter by giving written notice of such revocation to the Corporate
Clerk of AFCB, Quentin J. Greeley, Esq., at the address above, or by signing
and duly delivering a proxy bearing a later date, or by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not, by
itself, revoke a proxy.
The 1996 Annual Report of AFCB, including financial statements for the
fiscal year ended December 31, 1996, is being mailed to AFCB stockholders
concurrently with this Proxy Statement. However, the Annual Report is not a
part of the proxy solicitation material.
AFCB is a Massachusetts corporation formed as a holding company in 1995 in
order to effect an affiliation (the "Affiliation") between The Federal Savings
Bank ("TFSB"), a federally-chartered savings bank based in Waltham,
Massachusetts, and Lexington Savings Bank ("LSB"), a Massachusetts-chartered
savings bank based in Lexington, Massachusetts. The Affiliation became
effective at the close of business on October 18, 1995. On that date, TFSB and
LSB became wholly-owned bank subsidiaries of AFCB.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Board of AFCB consists of six members and is divided into three classes,
with each class consisting of two members. Directors serve for staggered
three-year terms, with one class of Directors being elected at each annual
meeting of AFCB stockholders.
At the Annual Meeting, two Directors will be elected to serve until the 2000
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. The Board has nominated JACK E. CHAPPELL and FRED C. BAILEY for
election as Directors at the Annual Meeting. Messrs. Chappell and Bailey have
agreed to stand for election and to serve if elected as Directors. However, if
either Mr. Chappell or Mr. Bailey fails to stand for election or is unable to
accept election, properly executed proxies not marked to the contrary will be
voted for the election of such other person as the Board may recommend.
A quorum being present at the Annual Meeting, the affirmative vote of a
plurality of the votes cast is required to elect a nominee as a Director.
Abstentions and broker non-votes, if any, will have no effect on the outcome
of the election of Directors.
2
Set forth below is certain information regarding Mr. Chappell and Mr.
Bailey, as well as the continuing Directors, based on information furnished by
them to AFCB.
NAME AGE* DIRECTOR SINCE TERM TO EXPIRE
---- ---- -------------- --------------
Fred C. Bailey............................... 71 1995 2000+
Kendrick G. Bushnell......................... 67 1995 1999
Jack E. Chappell............................. 69 1995 2000+
Timothy J. Hansberry......................... 53 1995 1998
Edward S. Heald.............................. 50 1995 1998
James E. McCobb, Jr.......................... 54 1995 1999
- --------
* As of March 1, 1997
+ If elected at the Annual Meeting
MR. BAILEY is Chairman of the Board of Directors of LSB and has been a
member of the LSB Board since 1986. Prior to his retirement in 1991, he was a
Group Executive and Consultant for Teledyne, Inc., an engineering and
manufacturing firm.
MR. BUSHNELL is Chairman of the Executive Committee of the Board of
Directors of LSB and has been a member of the LSB Board since 1986. He is an
independent management consultant.
MR. CHAPPELL has served as Chairman of the Board of Directors of AFCB since
the Affiliation in October 1995 and was a Director of TFSB from 1980 until
1995. From 1987 to 1990, he was President and Chief Executive Officer of TFSB.
From TFSB's conversion to stock form in 1993 until the Affiliation, Mr.
Chappell also served as Chairman of Main Street Community Bancorp, Inc.
("MSCB"), the holding company of TFSB prior to the Affiliation.
MR. HANSBERRY has been President, Chief Executive Officer and a Director of
AFCB since its formation in April 1995. Mr. Hansberry served as the President
& Chief Executive Officer of LSB from 1992 to 1995. Prior to joining LSB, Mr.
Hansberry served as President and Chief Executive Officer of Randolph Savings
Bank from 1990 to 1992, and prior to that, as Executive Vice President of
Shawmut Bank, N.A.
MR. HEALD is Corporate Vice President and Branch Manager of A.G. Edwards &
Sons, Inc., Newton, Massachusetts, a financial services firm, where he has
been employed since 1982. He has been a Director of TFSB since 1987 and was a
Director of MSCB from 1993 until the Affiliation.
MR. MCCOBB has served as President, Chief Executive Officer and Director of
TFSB since August 1994. Mr. McCobb also served as Senior Vice President and
Chief Financial Officer of TFSB from 1991 to 1994. Mr. McCobb was President
and Chief Executive Officer and a Director of MSCB from 1994 until the
Affiliation. Prior to joining TFSB, Mr. McCobb was employed from 1984 to 1991
by Andover Bank, a Massachusetts-chartered stock savings bank and a subsidiary
of Andover Bancorp, Inc., where he served as Executive Vice President, Chief
Financial Officer and a Director.
MEETINGS OF THE BOARD AND COMMITTEES
During 1996 the Board held eight meetings. Each Director attended at least
75% of the aggregate of: (1) the total number of meetings of the Board; and
(2) the total number of meetings held by all committees of the Board on which
the Director served.
3
The Board has four standing committees, the Audit & Compliance Committee,
the Compensation Committee, the Option Committee and the Asset/Liability
Committee. There is no separate standing nominating committee.
The Audit & Compliance Committee includes Messrs. Bailey (Chairman) and
Chappell. In addition, the Committee has four non-voting advisory members,
each of whom is a Director of a subsidiary bank. The advisory members are
Edwin B. Cox and Gerald W. Howell from LSB and Patricia M. Flynn and Anthony
A. Mangini from TFSB. The purpose of this committee is to meet with AFCB's
independent auditors regarding the results of the annual audit and to monitor
the adequacy of AFCB's internal accounting controls and the results of audits
performed by AFCB's internal audit function. During 1996, this Committee met
four times.
The Compensation and Option Committees include Messrs. Bushnell (Chairman),
Chappell and Heald. In addition, F. David Wells, Jr., a Director of LSB, is an
advisory member. The purpose of the Compensation Committee is to monitor and
review management salaries and fringe benefits. During 1996, the Compensation
Committee met two times. The purpose of the Option Committee is to administer
the AFCB 1995 Stock Option Plan, taking into consideration in its
deliberations the recommendations of the Boards of Directors of both LSB and
TFSB. During 1996, the Option Committee met one time.
The members of the Asset/Liability Committee ("ALCO") include Messrs. McCobb
(Chairman), Hansberry, Bernard R. Horn, Jr., a Director of LSB, and Douglas H.
Sears, a Director of TFSB, as well as John G. Fallon and James A. Morgan, who
are officers of AFCB. The purpose of this committee is to optimize net
interest margin while monitoring interest rate risk and ensuring maintenance
of proper capital and liquidity levels. During 1996, this committee met four
times.
EXECUTIVE OFFICERS
Each of AFCB's executive officers serves at the discretion of the Board. Set
forth below is certain information as of March 1, 1997 regarding all of the
current executive officers of AFCB.
NAME AGE POSITION
---- --- --------
Timothy J. Hansberry....... 53 President, Chief Executive Officer and Director
John G. Fallon............. 50 Executive Vice President and Chief Financial Officer
Quentin J. Greeley, Esq. .. 54 Executive Vice President, General Counsel and Clerk
MR. HANSBERRY has been President, Chief Executive Officer and a Director of
AFCB since its formation in April 1995. (See additional biographical
information on page 3.)
MR. FALLON has been Executive Vice President and Chief Financial Officer of
AFCB since its formation in April 1995 and formerly served as Executive Vice
President of LSB. Prior to joining LSB in 1993, Mr. Fallon was a Senior Vice
President at Shawmut Bank, N.A.
MR. GREELEY has been Executive Vice President, General Counsel and Clerk of
AFCB since its formation in April 1995 and also has been Vice President,
General Counsel and Secretary of TFSB from 1990 to the present.
4
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the annual compensation paid to the five highest
paid executive officers of either AFCB, LSB or TFSB who received cash
compensation in excess of $100,000 for 1996. Under the terms of a cost
allocation agreement among AFCB, TFSB and LSB, the compensation and benefits
of AFCB executives are paid either by TFSB or LSB with subsequent
reimbursement by AFCB to TFSB or LSB as appropriate.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ -----------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) ($)(2) (#)(3) ($)
------------------ ---- ---------- ------------ ------------ ---------- ------------
Timothy J. Hansberry...... 1996 228,750 75,000 -- 15,000 3,472(5)(6)
President & CEO 1995 194,376 66,000 -- -- 1,022(6)
(AFCB) 1994 184,692 45,000 -- -- --
James E. McCobb, Jr. ..... 1996 167,500 60,000(8) -- 8,000 21,895(4)(5)
President & CEO 1995 150,769 60,000 -- -- 20,802(4)(5)
(TFSB) 1994 130,750 39,617 -- 8,000 17,334(4)(5)
William J. Gaddis, Jr. ... 1996 140,000 50,000(7) -- 7,000 2,828(5)(6)
President & CEO 1995 123,385 25,000 -- -- 427(6)
(LSB) 1994 117,000 20,000 -- 18,000 --
John G. Fallon............ 1996 142,500 45,000 -- 7,000 2,899(5)(6)
Executive V. P. & CFO 1995 123,000 31,000 -- -- 561(6)
(AFCB) 1994 117,000 20,000 -- 18,000 --
Richard E. Green.......... 1996 110,750 26,000(8) -- 4,500 18,542(4)(5)
Senior V.P. & 1995 102,000 22,000 -- -- 15,311(4)(5)
Chief Lending Officer 1994 93,825 16,035 -- -- 13,096(4)(5)
(TFSB)
- --------
(1) Bonus compensation includes any cash incentive payments (including total
incentive compensation and/or profit sharing plans). Amounts reported for
each year include payments made in the subsequent fiscal year that relate
back to the year reported.
(2) There were none of the following: (a) payment of above-market or
preferential earnings on restricted stock, options or stock appreciation
rights ("SARs"), or deferred compensation; (b) deferred payments of
earnings with respect to long-term incentive plans; (c) tax payment
reimbursements; (d) preferential discounts on purchases of Common Stock;
or (e) perquisites over the lesser of $50,000 or 10% of the individual's
aggregate salary and bonus for the year.
(3) Represents the number of stock options granted under the AFCB 1995 Stock
Option Plan in 1996 and the applicable MSCB or LSB option plan in 1994.
Outstanding options of MSCB and LSB were assumed by AFCB in the
Affiliation.
(4) Includes amount of contributions to TFSB's tax-exempt profit sharing plan
that is qualified under Section 401(k) of the Internal Revenue Code of
1986, as amended.
(5) Includes dollar value determined by multiplying the number of shares of
AFCB Common Stock or the Common Stock of MSCB in 1994, allocated to the
account of the executive under TFSB's or LSB's Employees' Stock Ownership
Plan ("ESOP") for each fiscal year by the closing price of such Common
Stock as listed on the NASDAQ National Market System on the last trading
date of such year. The aggregate number of allocated shares with respect
to any of the above executives as of December 31, 1996 is as follows: Mr.
Hansberry--107; Mr. McCobb--2,691; Mr. Gaddis--107; Mr. Fallon--107 and
Mr. Green--2,162.
(6) Includes insurance benefits attributable to the LSB Supplemental Executive
Retirement Plan.
(7) In addition to the above, Mr. Gaddis received $36,647 as reimbursement for
1996 re-location expenses.
(8) In addition, as a result of Internal Revenue Service rules relating to
maximum employee contributions to 401(k) plans, $2,945 and $2,218 in
discretionary 401(k) payments and $3,199 and $2,215 in match 401(k)
payments were paid in cash to Mr. McCobb and Mr. Green respectively.
5
OPTION GRANTS IN LAST FISCAL YEAR
The following table describes stock options granted during 1996 to the
executive officers set forth in the Summary Compensation Table above. There
were none granted in 1995.
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATE OF
SECURITIES TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM($)(2)
GRANTED EMPLOYEES PRICE EXPIRATION ------------------
NAME (#)(1) IN 1996 ($/SH) DATE 5% 10%
---- ---------- ---------- -------- ---------- -------- ---------
Timothy J. Hansberry.... 15,000 18.3% 16.9375 4-17-06 159,779 404,910
James E. McCobb, Jr..... 8,000 9.8% 16.9375 4-17-06 85,215 215,954
William J. Gaddis, Jr... 7,000 8.5% 16.9375 4-17-06 74,563 188,958
John G. Fallon.......... 7,000 8.5% 16.9375 4-17-06 74,563 188,958
Richard E. Green........ 4,500 5.5% 16.9375 4-17-06 47,934 121,473
- --------
(1) All are incentive stock options under the AFCB 1995 Stock Option Plan (the
"Option Plan"). These options were granted on April 18, 1996 and vest
ratably over the first three anniversaries of the grant date.
(2) Net gains from potential stock option exercises are estimated based on
assumed rates of stock price appreciation over the options' terms, as set
forth in rules promulgated by the Securities and Exchange Commission, and
are not intended to forecast future appreciation of the Common Stock. The
actual net gains, if any, are dependent on the actual future performance
of the Common Stock and overall stock market conditions.
6
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END VALUES
The following table sets forth certain information concerning the number and
value of exercised and unexercised options to purchase AFCB's Common Stock at
December 31, 1996. AFCB has never granted any SARs.
VALUE OF UNEXERCISED
NUMBER OF SHARES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS
OPTIONS AT YEAR-END(#) AT YEAR-END($)(1)
SHARES ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------------ ----------- ----------- ------------- ----------- -------------
Timothy J. Hansberry.... 3,000 41,250 33,000 15,000 424,875 66,563
James E. McCobb, Jr. ... -- -- 17,333 10,667 168,498 51,502
William J. Gaddis,
Jr. ................... -- -- 18,000 7,000 101,250 31,063
John G. Fallon.......... -- -- 18,000 7,000 101,250 31,063
Richard E. Green........ -- -- 12,000 4,500 136,500 19,969
- --------
(1) Represents the market value of shares of Common Stock covered by in-the-
money options on December 31, 1996, less the aggregate option exercise
price. Options are in-the-money if the market value of the shares covered
thereby is greater than the option exercise price. The closing market
price of the Common Stock on December 31, 1996 was $21.375 per share.
PENSION PLANS
Each of AFCB's subsidiary banks, TFSB and LSB, maintains a pension plan. The
following tables show estimated annual benefits payable upon retirement in
specified compensation and years of service classifications for each of TFSB
and LSB.
TFSB PENSION PLAN
YEARS OF SERVICE
---------------------------------
REMUNERATION 10 20 30 40
- ------------ ------- ------- -------- --------
$ 60,000................................... $ 9,000 $18,100 $ 27,100 $ 36,900
80,000................................... 12,500 25,100 37,600 50,900
100,000................................... 16,000 32,100 48,100 64,900
120,000................................... 19,500 39,100 58,600 78,900
150,000................................... 24,800 49,600 74,400 99,900
200,000................................... 33,500 67,100 100,600 113,636(1)
- --------
(1) Represents maximum amount payable under the pension plan in 1996. Above
figures do not reflect the change in maximum compensation limit from
$235,840 to $150,000 effective July 1, 1994. Benefits accrued prior to
July 1, 1994 are based on the prior compensation limit.
7
LSB PENSION PLAN
YEARS OF SERVICE
-----------------------------------
REMUNERATION 10 15 20 25 AND AFTER
- ------------ ------- ------- ------ ------------
60,000.................................... 9,445 14,168 18,891 23,614
80,000.................................... 13,145 19,718 26,291 32,864
100,000.................................... 16,845 25,268 33,691 42,114
120,000.................................... 20,545 30,818 41,091 51,364
150,000(2)................................. 26,095 39,143 52,191 65,239
- --------
(2) Federal law does not permit defined benefit pension plans to recognize
compensation in excess of $150,000 for plan years beginning in 1994.
To determine the annual amount to be received by an individual under the
pension plan, the three highest yearly amounts of cash compensation are
averaged to determine the individual's "Remuneration" for purposes of the
table. The individual's annual pension plan payments then are ascertained by
locating the person's years of service on the table. Benefits are not subject
to any deduction for Social Security.
The years of service of each executive for purposes of the table are as
follows: Mr. Hansberry (LSB)--4, Mr. McCobb (TFSB)--5, Mr. Gaddis (LSB)--3,
Mr. Fallon (LSB)--3 and Mr. Green (TFSB)--5.
REPORT ON EXECUTIVE COMPENSATION
General
The overall cash and equity compensation policies for the executive officers
of AFCB and its bank subsidiaries, as well as specific compensation
determinations for the executive officers of AFCB (namely, Messrs. Hansberry,
Fallon and Greeley), and the Presidents of the Subsidiary Banks (namely, Mr.
McCobb and Mr. Gaddis), are made by the AFCB Compensation Committee (the "AFCB
Compensation Committee") and the AFCB Option Committee (the "Option
Committee"). Cash compensation determinations for the other executive officers
of AFCB's bank subsidiaries are made by the compensation or salary committee
of the bank employing such executive officer (TFSB, in the case of Mr. Green).
Thus, total compensation may be determined by a combination of action by
committees of the parent and subsidiary Boards of Directors. As the Chairmen
of each of the committees of the subsidiary banks are also members of the AFCB
Compensation and Option Committees (Mr. Wells is Chairman of the LSB
Compensation Committee; Mr. Heald is Chairman of the TFSB Compensation
Committee), this report is made by the AFCB Compensation and Option
Committees.
AFCB. The compensation of AFCB's executive officers consists of two primary
elements: (1) cash compensation in the form of base salary and bonuses, and
(2) long-term incentives in the form of AFCB stock options. With respect to
the former, the AFCB Compensation Committee approves the compensation policies
and procedures and establishes compensation levels for the executive officers.
The Option Committee administers and grants awards under the Option Plan. The
AFCB Compensation and Option Committees include Messrs. Bushnell (as
Chairman), Chappell, and Heald, all of whom are non-employee Directors of
AFCB, and Mr. Wells from the LSB Board, as an advisory member.
8
SUBSIDIARIES. Similarly, the compensation of subsidiary bank executive
officers consists of cash compensation in the form of base salary and bonuses,
and long-term incentives in the form of AFCB stock options. In addition, LSB
has established an ESOP, a profit sharing plan for the benefit of all eligible
employees and a Senior Management Incentive Plan. TFSB has established an ESOP
and a 401(k) plan for the benefit of all eligible employees and an incentive
compensation program for key staff and other significant contributors. The
Compensation Committees of each of LSB and TFSB consist of Directors who are
not employees of either LSB or TFSB. The Compensation Committees of the
subsidiary banks meet during the year, as appropriate.
Base Salary and Bonuses
BASE SALARIES. The Compensation Committees of AFCB and its subsidiaries each
share similar philosophies with respect to cash compensation. The focus is on
attracting and retaining qualified management by providing levels of
compensation competitive within the local marketplace. In this regard, the
Compensation Committees reviewed the compensation policies of a number of
Massachusetts banks and holding companies of similar size when evaluating the
appropriate salary range of the executive officers for 1996. All of these peer
institutions are included in the Stockholder Return Comparison set forth
below. Actual salary levels for all executive officers, including the Chief
Executive Officer, were then set by subjective determination after giving due
consideration to the foregoing and to the executive's individual performance.
BONUSES. Cash bonuses are earned under the respective incentive compensation
plans by key staff, which includes executive officers, primarily through their
performances, both as a group and individually, in achieving annual planning
goals of AFCB and/or the subsidiary banks as developed by the respective
Compensation Committees. For each of AFCB, LSB and TFSB in 1996 these included
achieving targeted return on assets, return on equity, earnings per share,
loan growth, deposit growth, leveraging equity and efficiency (cost control)
ratios.
In addition,
(a) the LSB committee included a qualitative evaluation of progress
relative to community banking activities and regulatory rating; and
(b) the TFSB committee included a comparison with a group of
Massachusetts banks (all of which are included in the Stockholder Return
Comparison below) with regard to various performance ratios.
The 1996 bonuses as subjectively determined by the respective committees and
reported in the Summary Compensation Table reflect the fact that AFCB, LSB and
TFSB met or substantially met all of these goals.
Stock Options
As of the effective date of the Affiliation, the prior LSB and MSCB option
plans were terminated except as to the administration of outstanding options,
and no further options will be granted under these plans. Immediately prior to
the effective date, an aggregate of 175,720 shares of common stock would have
been available for future option grants under these plans. In lieu of future
option grants under the LSB and MSCB plans, AFCB adopted the Option Plan as a
replacement, pursuant to which options for 175,720 shares of AFCB Common Stock
may be granted. Both incentive and non-qualified stock options may be granted
under this plan. Options are granted at fair market value of the Common Stock
at the grant date and expire ten years from such date.
9
No options were granted to any of the executive officers of AFCB, LSB or
TFSB in 1995. In 1996 options were granted to the executive officers as shown
in the Summary Compensation Table and also to other officers and employees of
AFCB, LSB and TFSB and directors of each entity in recognition of progress
towards completing strategic and financial goals, and evaluation of the size
and frequency of past awards.
As the available shares under the Option Plan have been substantially
depleted, the AFCB Board has amended and restated the Option Plan, subject to
stockholder approval at the Annual Meeting, to add an additional 250,000
shares of Common Stock to the Option Plan in order to continue to utilize
equity incentives in the future.
This report was submitted by the following:
Affiliated Community Bancorp, Inc.
Compensation and Option Committees
Kendrick G. Bushnell, Chairman
Jack E. Chappell
Edward S. Heald
F. David Wells, Jr., Advisory Member
DIRECTOR COMPENSATION
AFCB Director compensation levels were initially approved in December 1995.
In summary, Director's fees were established as follows: AFCB's Directors
(other than employees of AFCB) are paid a retainer of $1,250 per quarter
(annually, $5,000) and $500 for each Board meeting attended. For membership on
each Committee they are paid a further retainer of $500 per quarter (annually,
$2,000) and $350 per meeting. The Chairman of the Board of Directors is paid
an annual retainer of $3,000 per quarter (annually, $12,000) and receives no
other retainer fees. Each Chairman of a Committee receives $750 per quarter
(annually, $3,000) in lieu of the regular Committee retainer. During 1996 a
total of $54,700 was paid to Directors for various meetings.
SPECIAL TERMINATION AND SEVERANCE AGREEMENTS
AFCB has entered into special termination agreements with Messrs. Hansberry,
Fallon and Greeley. These agreements provide for the payment of certain
severance benefits if any such officer's employment with AFCB is terminated
(other than for cause), or if such officer terminates his employment under
certain circumstances, within three years after a change of control of AFCB.
With respect to Mr. Hansberry, the payment is equal to two times his
annualized includible compensation and one and one-half times for Messrs.
Fallon and Greeley. For purposes of each of the special termination
agreements, a "change of control" is generally deemed to have occurred (i)
when any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), becomes a
"beneficial owner" (as such term is defined in Rule 13d-3 promulgated under
the 1934 Act), directly or indirectly, of securities of AFCB representing 25%
or more of the total number of votes that may be cast for the election of
Directors; or (ii) if, as a result of, or in connection with, any tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions, the
persons who were Directors of AFCB immediately before such transaction shall
cease to constitute a majority of the Board of Directors of AFCB or of any
successor institution.
10
AFCB has also entered into a severance agreement with Mr. Hansberry which
would enable him to receive certain termination payments and benefits in the
event his employment were terminated, whether or not as a result of a change
in control. In such event, Mr. Hansberry's salary would continue to be paid
for a period of eighteen months.
Mr. McCobb has a severance agreement with TFSB similar to that noted above
for Mr. Hansberry calling for continuation of salary payments for a period of
twelve months in the event his employment were terminated. Messrs. McCobb,
Green and Gaddis also have special termination agreements with their
respective bank employers similar to those of Messrs. Hansberry, Fallon and
Greeley noted above, providing for payments equivalent to two times annualized
includible compensation for Mr. McCobb and Mr. Green and one and one-half
times for Mr. Gaddis.
If the existing special termination agreements were triggered, based on 1996
salary paid and 1996 bonus levels for the six executive officers involved, the
amounts payable under such agreements (assuming no set-off from other
employment) would be as follows: Mr. Hansberry--$607,500; Mr. McCobb--
$456,000; Mr. Gaddis--$285,000; Mr. Fallon--$281,250; Mr. Green--$274,500; and
Mr. Greeley--$177,750.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Beginning in 1995, LSB offered a Supplemental Executive Retirement Plan
("SERP") to certain key executives. The SERP is funded through life insurance
policies with the policy benefits accruing to LSB and the executives. The SERP
provides for yearly retirement benefits based on the return on certain
insurance policies purchased by LSB in excess of the yield on an alternative
investment of an equal amount deemed the opportunity cost as outlined in the
plan, if any. Upon retirement, the annual earnings in excess of the
opportunity cost, if any, are paid to the executives each year in addition to
the benefit accrued to the retirement date, if any. The cash surrender value
of the policies in the aggregate is approximately $1,710,000 as of December
31, 1996. Insurance benefits attributable to this plan for 1996 for Mr.
Hansberry were $1,189; for Mr. Gaddis $545; and for Mr. Fallon $616,
respectively.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
Directors, officers, and employees of AFCB, TFSB and LSB are eligible to
apply for mortgage, home equity, and savings account loans. Management
believes these loans involve no more than the normal risk of collectability
and do not present any unfavorable features. These loans are made in the
ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions
with the general public. Furthermore, under regulations applicable to TFSB,
the interest rate charged on such loans may not be below the institution's
current cost of funds. Employees who have a specified number of years of
continuous employment and who are not key staff members may receive
preferential treatment on a portfolio mortgage for their primary residence.
Preferential treatment includes waiver of points, application fees and credit
fees. Moreover, all loans to executive officers and Directors must be approved
by the Loan Committee and the Board of Directors of the respective bank.
LSB leases office space for its lending function at 57 Bedford Street in
Lexington, Massachusetts from Lumber Yard Realty Trust. LSB made payments of
approximately $166,000 to Lumber Yard Realty Trust in 1996. In addition, LSB
made payments of approximately $26,000 to R.W. Connelly Associates in 1995 for
improvements to its Lexington Center office. Robert W. Connelly, a director of
LSB through September 1996, is the owner of Lumber Yard Realty Trust and R.W.
Connelly Associates.
11
STOCKHOLDER RETURN COMPARISON
The following table compares the total return since the effective date of
the Affiliation of AFCB's Common Stock to the NASDAQ Stock Market total return
indices for all U.S. Companies and for Bank Stocks as prepared for NASDAQ by
the Center for Research in Security Prices (CRSP) at the University of Chicago
and listed on the Bloomberg System. The graph lines represent quarterly index
levels derived from compounded daily returns that include all dividends. The
indices are reweighed daily, using the market capitalization on the previous
trading day.
[GRAPH APPEARS HERE]
- ------------------------------------------------------------------------------------------------
10/19/95 12/31/95 03/31/96 06/30/96 09/30/96 12/31/96
- ------------------------------------------------------------------------------------------------
AFCB $100.000 $103.851 $106.657 $105.881 $124.507 $131.373
NASDAQ Comp. $100.000 $100.629 $105.335 $113.927 $117.984 $123.782
NASDAQ Bank $100.000 $102.629 $106.706 $108.483 $120.210 $135.662
- ------------------------------------------------------------------------------------------------
12
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, to the best knowledge and belief of AFCB,
certain information as of March 3, 1997, regarding the beneficial ownership of
the Common Stock by (i) each of AFCB's continuing Directors and nominees; (ii)
each of AFCB's executive officers and the named executive officers in the
Summary Compensation Table above; (iii) AFCB's subsidiary bank ESOPs, (iv)
AFCB's subsidiary banks' Directors and executive officers as a group; and (v)
each person (including any "group," as that term is used in Section 13(d)(3)
of the 1934 Act) known to AFCB to own more than 5% of the outstanding Common
Stock.
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED(1) CLASS
- ------------------------ ------------ ----------
Fred C. Bailey...................................... 13,723(2) *
Kendrick G. Bushnell................................ 9,000(3) *
Jack E. Chappell.................................... 30,001(4) *
Timothy J. Hansberry................................ 52,125(5) 1.0%
Edward S. Heald..................................... 4,501(6) *
James E. McCobb, Jr................................. 25,691(7) *
William J. Gaddis, Jr............................... 53,302(8) 1.0%
John G. Fallon...................................... 23,468(9) *
Quentin J. Greeley.................................. 17,824(10) *
Richard E. Green.................................... 18,230(11) *
Directors and executive officers as a group (10
persons)........................................... 247,865(12) 4.7%
Subsidiary bank ESOPs............................... 180,575(13) 3.5%
Other directors and executive officers of subsidiary
banks as a group (25 persons)...................... 210,414(14) 4.0%
------- ----
Total of the above................................ 638,854 11.7%
Brandes Investment Partners, Incorporated .......... 312,888(15) 6.1%
12750 High Bluff Drive
San Diego, CA 92130
First Manhattan Co. ................................ 284,900(16) 5.5%
437 Madison Avenue
New York, NY 10022
Kennedy Capital Management, Inc .................... 261,300(17) 5.1%
10829 Olive Blvd.
St. Louis, MO 63141
- --------
* Less than 1%.
(1) Beneficial ownership is determined pursuant to Rule 13d-3 under the 1934
Act. Accordingly, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares the power to vote
such security or the power to dispose of such security. The amounts set
forth above as beneficially owned include shares owned, if any, by
spouses and relatives living in the same home, as to which beneficial
ownership may be disclaimed. The percent of class calculation for each
line is made assuming options on that line are exercised, thus these do
not sum to the total.
(2) Includes 2,723 shares owned by Mr. Bailey jointly with his wife and 7,500
shares as to which Mr. Bailey holds currently exercisable options or
options exercisable within 60 days.
13
(3) Includes 7,500 shares to which Mr. Bushnell holds currently exercisable
options or options exercisable within 60 days.
(4) Includes 2,000 shares held by Mr. Chappell's spouse as to which he
disclaims beneficial ownership, and 7,000 shares as to which Mr. Chappell
holds currently exercisable options or options exercisable within 60
days.
(5) Includes 2,400 shares held jointly with Mr. Hansberry's spouse. Also
includes 38,000 shares as to which Mr. Hansberry holds currently
exercisable options or options exercisable within 60 days and 107 shares
allocated to Mr. Hansberry under the LSB ESOP.
(6) Includes 4,000 shares as to which Mr. Heald holds currently exercisable
options or options exercisable within 60 days.
(7) Includes 2,500 shares held jointly with Mr. McCobb's spouse, 20,000
shares, as to which Mr. McCobb holds currently exercisable options or
options exercisable within 60 days and 2,691 shares allocated to Mr.
McCobb under the TSFB ESOP.
(8) Includes 10,535 shares owned by Mr. Gaddis jointly with his wife, 20,333
shares as to which Mr. Gaddis holds currently exercisable options or
options exercisable within 60 days and 107 shares allocated to Mr. Gaddis
under the LSB ESOP.
(9) Includes 20,333 shares as to which Mr. Fallon holds currently exercisable
options or options exercisable within 60 days and 107 shares allocated to
Mr. Fallon under the LSB ESOP.
(10) Includes 2,380 shares held jointly with Mr. Greeley's spouse and 253
shares held by him as custodian for his son as to which he disclaims
beneficial ownership. Also includes 13,000 shares as to which Mr. Greeley
holds currently exercisable options or options exercisable within 60 days
and 1,920 shares allocated to Mr. Greeley under the TSFB ESOP.
(11) Includes 13,500 shares as to which Mr. Green holds currently exercisable
options or options exercisable within 60 days and 2,162 shares allocated
to Mr. Green under the TSFB ESOP.
(12) Includes 151,166 shares subject to currently exercisable options or
options exercisable within 60 days and 7,094 shares allocated under TFSB
or LSB ESOP plans.
(13) Excludes the 7,094 ESOP shares allocated to named executive officers in
the Summary Compensation Table.
(14) Excludes the 10 individuals named in the above table. Includes 134,165
shares subject to exercisable options or options exercisable within 60
days.
(15) Based on a Schedule 13G filed under the 1934 Act dated February 12, 1997,
indicating that the reporting person, a registered investment adviser,
has sole voting power over all shares and shares dispositive power with
respect to 312,588 shares and has sole dispositive power over 300 shares.
(16) Based on a Schedule 13G filed under the 1934 Act dated January 30, 1997,
indicating that the reporting person, a registered investment adviser,
has sole voting and dispositive power with respect to 234,426 shares, has
shared voting and dispositive power with respect to 24,974 shares and has
shared dispositive power with respect to 25,500 shares.
(17) Based on a Schedule 13G filed under the 1934 Act dated February 10, 1997,
indicating that the reporting person, a registered investment adviser,
has sole voting and dispositive power with respect to 221,750 shares and
sole dispositive power with respect to 39,550 shares.
The table includes the beneficial holdings of Directors and executive
officers of LSB and TFSB, the two wholly owned subsidiaries. Certain of such
persons may file reports with the Securities and Exchange Commission regarding
their Common Stock ownership under Section 16(a) of the 1934 Act for
informational purposes only.
14
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires AFCB's executive officers, Directors
and greater than 10% shareholders ("Reporting Persons") to file certain
reports with respect to their beneficial ownership of Common Stock. Based
solely on a review of the Section 16 reports furnished by the Reporting
Persons and, where applicable, any written representation by any of them that
Annual Statements of Changes in Beneficial Ownership on Form 5 were not
required, AFCB believes that all Section 16(a) filing requirements applicable
to the Reporting Persons during and with respect to 1996 have been complied
with on a timely basis.
PROPOSAL NUMBER 2
AMENDMENT AND RESTATEMENT
OF 1995 STOCK OPTION PLAN
BACKGROUND OF THE PLAN AND REASONS FOR AMENDMENT
When LSB and MSCB became affiliated in 1995 there were between them an
aggregate of 175,720 shares available for stock option grants. At that time,
AFCB adopted the 1995 Stock Option Plan (the "Plan") in connection with the
Affiliation, in lieu of making any future option grants under the existing LSB
and MSCB option plans, and no additional authorization for option shares was
sought. The original number of shares of Common Stock subject to the Plan was
175,720, which was equal to the aggregate number of available shares remaining
under the existing plans. Only 42,720 of the shares originally authorized
under the Plan remain available for grant. AFCB's Board anticipates that
additional option shares will be needed as a long-term incentive for employees
and directors of AFCB and its bank subsidiaries.
The Plan was structured to conform to the requirements of Rule 16b-3 under
the 1934 Act as in effect at the time of the Affiliation, which required,
among other things, that option grants to members of the Option Committee not
be discretionary but be made pursuant to a formula set forth in the Plan.
Effective April 18, 1996, the AFCB Board amended the Plan, subject to
stockholder approval, to provide for the grant of a non-qualified option to
purchase 1,000 shares of Common Stock to each of the members of the Option
Committee. Effective November 1, 1996, the Securities and Exchange Commission
amended Rule 16b-3 to eliminate many of the prior restrictions from the rule,
including the requirement of formula rather than discretionary grants for
members of the Option Committee. Therefore, a number of the Plan's provisions,
including the restriction against making discretionary option grants to
members of the Option Committee, were no longer necessary for grants under the
Plan to comply with Rule 16b-3.
PROPOSED AMENDMENT AND RESTATEMENT OF THE PLAN
SUMMARY. As a result of the foregoing developments, on January 16, 1997, the
AFCB Board voted to amend and restate the Plan, subject to stockholder
approval at the Annual Meeting. The complete text of the Plan, as amended and
restated, is attached as Exhibit A to this Proxy Statement, and this
discussion is qualified in its entirety by reference to the Plan. The Plan, as
amended and restated, includes the following provisions: (i) the grant of an
option to purchase 1,000 shares of Common Stock to each member of the Option
Committee, effective as of April 18, 1996; (ii) certain administrative changes
to conform the Plan to the provisions of new Rule 16b-3; and (iii) the
addition of 250,000 shares of Common Stock to the shares available for
issuance under the Plan. The additional 250,000 shares represent approximately
4.8 percent of the number of shares of Common Stock currently outstanding.
DESCRIPTION OF AMENDMENTS. With the additional 250,000 shares, the aggregate
number of shares of Common Stock that may be issued pursuant to stock options
or stock appreciation rights under the amended and
15
restated Plan has been increased from 175,720 to 425,720. The balance of the
1997 amendments to the Plan are designed principally to conform the Plan to
the more flexible provisions of new Rule 16b-3. Accordingly, the Plan's prior
restriction against discretionary option grants to members of the Option
Committee has been deleted, as have (i) the requirement that options not be
exercisable for at least six months from the grant date, and (ii) the
restrictions on the timing of elections to exercise stock appreciation rights
or to have shares withheld to satisfy tax obligations upon the exercise of
options. The amended and restated Plan includes the April, 1996 provision for
1,000-share option grants to the member of the Option Committee as well as the
original provision for automatic 3,000-share option grants to new directors of
TFSB and LSB, while deleting a provision, required under old Rule 16b-3, that
such formula grants not be amended more than once in any six-month period.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The AFCB Board recommends a vote "FOR" approval of the amendment and
restatement of the Plan. The Board believes that the changes to the Plan, and
in particular the additional 250,000 shares of Common Stock, are necessary to
permit AFCB and its existing and proposed bank subsidiaries to continue to
attract and retain the high caliber of employees and directors that future
growth will require.
A quorum being present at the Annual Meeting, the affirmative vote of the
holders of a majority of the shares of Common Stock voting in person or by
proxy on the proposal shall be required for its approval. Thus, abstentions
will have the effect of a vote against the proposal, while broker non-votes
(if any) will have no effect.
INDEPENDENT AUDITORS
The consolidated financial statements of AFCB including its two
subsidiaries, TFSB and LSB, for the year ended December 31, 1996 have been
audited and reported upon by Arthur Andersen LLP. In connection with its
independent audit function, Arthur Andersen LLP also reviewed certain
regulatory filings, and issued reports in specific areas, including internal
control, compliance with procedures, and the accuracy of computations as
required by agreement, local law or management. Neither Arthur Andersen LLP
nor any of its partners has any direct or indirect financial interest in, or
any connection (other than as independent auditors) with, AFCB or any of
AFCB's subsidiaries.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting. This representative will be afforded the opportunity to make a
statement if he or she desires to do so, and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
For a proposal of a stockholder to be included in AFCB's proxy statement for
its 1998 Annual Meeting, it must be received at the principal executive
offices of AFCB on or before November 20, 1997. Such a proposal also must
comply with the requirements as to form and substance established by the
Securities and Exchange Commission for such a proposal to be included in the
proxy statement.
In addition, AFCB's By-laws provide that any stockholder wishing to nominate
a Director or have a stockholder proposal considered at an annual meeting must
provide written notice of such nomination or proposal and appropriate
supporting documentation, as set forth in the By-laws, to AFCB at its
principal executive offices
16
not less than 60 days nor more than 120 days prior to the anniversary of the
immediately preceding annual meeting of stockholders (the "Anniversary Date");
provided, however, that in the event that the annual meeting is scheduled to
be held more than 30 days prior to the Anniversary Date or 60 days after the
Anniversary Date, such nominations or proposals must be delivered to AFCB not
later than the earlier of 60 days prior to the scheduled date of the annual
meeting or 10 days after the first public disclosure of the meeting date.
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
borne by AFCB. In addition to the solicitation of proxies by mail, Directors,
officers and employees may also solicit proxies personally, by telephone, by
fax or other means, although they will receive no additional compensation for
these services. AFCB's management also will request persons, firms, banks and
corporations holding shares in their own names or in the names of their
nominees, which shares are beneficially owned by others, to send proxy
materials to, and to obtain proxies from, such beneficial owners and will
reimburse such holders for their reasonable expenses in doing so. AFCB has
retained Morrow & Company, Inc., a proxy solicitation firm, to assist in the
solicitation of proxies at an estimated fee of $4,500 plus reimbursement of
reasonable out-of-pocket expenses.
OTHER MATTERS
The Board does not know of any matter other than as described in this Proxy
Statement which will be presented for action at the Annual Meeting. If other
matters are duly presented, proxies will be voted in accordance with the best
judgment of the proxy holders.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. IF YOU DESIRE TO VOTE YOUR STOCK IN PERSON AT THE MEETING, YOUR
PROXY MAY BE REVOKED.
17
EXHIBIT A
AFFILIATED COMMUNITY BANCORP, INC.
1995 STOCK OPTION PLAN
AS AMENDED AND RESTATED JANUARY 16, 1997
1. PURPOSES
This Stock Option Plan (the "Plan") is intended as a performance incentive
for directors, officers, employees and other key persons of Affiliated
Community Bancorp, Inc. (the "Corporation") and its Subsidiaries (as
hereinafter defined) to enable the persons to whom options are granted (the
"Optionees") to acquire or increase a proprietary interest in the success of
the Corporation. The Corporation intends that this purpose will be effected by
the granting of "incentive stock options" ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options ("Non-qualified Options") and stock appreciation
rights under the Plan. The term "Subsidiaries" includes The Federal Savings
Bank ("Federal"), Lexington Savings Bank ("Lexington"), and any other banking
institution, corporation or entity in which stock or other securities
possessing fifty percent (50%) or more of the total combined voting power of
all classes of securities is owned directly or indirectly by the Corporation.
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
(a) Options granted under the Plan may be either Incentive Options or Non-
qualified Options.
(b) The Plan shall be administered by a committee (the "Option Committee")
of not less than two directors of the Corporation appointed by the Board of
Directors of the Corporation. It is the intention of the Corporation that each
member of the Option Committee shall be a "non-employee director" as that term
is defined and interpreted pursuant to Rule 16b-3 or any successor rule
thereto promulgated under the Securities Exchange Act of 1934, as amended (the
"1934 Act"). Action by the Option Committee shall require the affirmative vote
of a majority of all its members.
(c) Subject to the terms and conditions of the Plan, the Option Committee
shall have the power:
(i) To determine from time to time the persons to be granted options from
among those persons eligible under the Plan and the type and number of
options to be granted to such persons and the shares of stock of the
Corporation covered thereby, and to prescribe the terms and provisions
(which need not be identical) of each option granted under the Plan to such
persons, taking into account as the Option Committee may deem appropriate
the recommendations of members of the Boards of Directors of the
Corporation or of any Subsidiary thereof;
(ii) To construe and interpret the Plan and options granted thereunder
and to establish, amend and revoke rules and regulations for administration
of the Plan. In this connection, the Option Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or
in any option agreement, in the manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective. All decisions and
determinations by the Option Committee in the exercise of this power shall
be final and binding upon the Corporation and the Optionees; and
(iii) Generally, to exercise such powers and to perform such acts as are
deemed necessary or expedient to promote the best interests of the
Corporation with respect to the Plan.
A-1
3. STOCK
(a) The stock subject to the options granted under the Plan shall be shares
of the Corporation's authorized but unissued common stock, par value $0.01 per
share (the "Common Stock"). The total number of shares that may be issued
pursuant to options or stock appreciation rights granted under the Plan shall
not exceed an aggregate of 425,720 shares of Common Stock. Such number shall
be subject to adjustment as provided in Section 8 hereof.
(b) Whenever any outstanding option under the Plan expires, is canceled or
is otherwise terminated (other than by exercise), the shares of Common Stock
allocable to the unexercised portion of such option may again be the subject
of options under the Plan, except for options surrendered as provided in
Section 7 hereof.
4. ELIGIBILITY
(a) Incentive Options may be granted only to officers and other full-time
employees of the Corporation or its Subsidiaries, including members of the
Board of Directors who are also employees of the Corporation or its
Subsidiaries. Non-qualified Options may be granted to officers, employees, or
other key persons of the Corporation or its Subsidiaries and to members of the
Board of Directors of the Corporation or its Subsidiaries (regardless of
whether they are also employees).
(b) If an employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Corporation or any
subsidiary or parent corporation, the purchase price per share of Common Stock
subject to any Incentive Option granted to such employee shall be not less
than 110% of the fair market value of the Common Stock on the grant date.
(c) The aggregate fair market value (determined as of the time the option is
granted) of the stock with respect to which Incentive Options (under all
option plans of the Corporation and its parent and subsidiary corporations
under Section 424 of the Code) become exercisable for the first time by any
individual during any calendar year shall not exceed $100,000. Any option
granted under the Plan in excess of the foregoing limitations shall be deemed
to be a Non-qualified Option.
(d) Each person who first becomes a non-employee member of the Board of
Directors of the Corporation, Federal or Lexington following the "Effective
Time" of the "Affiliation" of Federal and Lexington as subsidiaries of the
Corporation, as such terms are defined in the Affiliation Agreement and Plan
of Reorganization dated March 14, 1995 by and between Main Street Community
Bancorp, Inc. and Lexington (except any person who then served or has served
as a director of the Corporation, Federal or Lexington), shall automatically
be granted, upon the date such person first became such a director, one Non-
qualified Option to purchase 3,000 shares of Common Stock. Each member of the
Option Committee shall automatically be granted, on April 18, 1996, one Non-
qualified Option to purchase 1,000 shares of Common Stock. Each such option
shall be fully vested as of the date of grant. The other terms of such
options, including without limitation the purchase price per share of Common
Stock thereunder, shall be determined as set forth in Section 5 hereof. The
provisions of this Section 4(d) shall apply only to automatic grants of
options to non-employee directors, and shall not be deemed to modify, limit or
otherwise apply to any other provisions of the Plan or to any option granted
thereunder to any other participant, including options granted to non-employee
directors otherwise than pursuant to this Section 4(d).
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5. TERMS OF OPTION AGREEMENTS
Each option agreement shall contain such provisions as the Option Committee
shall from time to time deem necessary or expedient. Each option granted under
the Plan shall be subject to the following provisions:
(a) Expiration. Notwithstanding any other provision of the Plan
(including without limitation the last sentence of Section 9) or of any
option agreement, each option shall expire on the date specified in the
option agreement, which date shall not be later than the tenth anniversary
of the date on which the option was granted.
(b) Minimum Shares Exercisable. The minimum number of shares with respect
to which an option may be exercised at any one time shall be 100 shares, or
such lesser number of shares as is subject to exercise under the option at
the time.
(c) Vesting and Termination of Employment.
(i) Each option shall become vested and exercisable in such
installments (which need not be equal) and on such dates as may be
designated by the Option Committee at the time such option is granted
under the Plan or otherwise. To the extent not exercised, installments
shall accumulate and be exercisable, in whole or in part, at any time
after becoming exercisable, but not later than the date the option
expires.
(ii) In the event of a Change in Control of the Corporation (as
defined in Section 5(f) below), all options outstanding under the Plan
as of the date of such Change in Control shall become immediately
exercisable in full, notwithstanding any vesting or other provisions of
the option agreement.
(iii) The Option Committee may in its discretion specify, at the time
an option is granted under the Plan or otherwise, a period or periods
within which such option may be exercised following retirement of the
Optionee or termination of the Optionee's employment with the
Corporation or its Subsidiaries for any reason.
(d) Purchase Price. The purchase price per share of Common Stock under
each option shall be not less than the fair market value of the Common
Stock on the date the option is granted. For the purposes of the Plan, the
fair market value of the Common Stock on such date shall be determined in
good faith by the Option Committee; provided, however, that (i) if the
Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") System on the date the
option is granted, the fair market value shall not be less than the average
of the highest bid and lowest asked prices reported for the Common Stock on
NASDAQ for the last trading day preceding the grant date, or (ii) if the
Common Stock is admitted to trading on a national securities exchange or
the NASDAQ National Market on the date the option is granted, the fair
market value shall not be less than the closing price reported for the
Common Stock on such exchange or market for the last trading day preceding
the grant date.
(e) Rights of Optionees. No Optionee shall be deemed for any purpose to
be the owner of any shares of Common Stock subject to any option unless and
until (i) the option shall have been exercised pursuant to the terms
thereof, (ii) the Corporation shall have issued and delivered the shares to
the Optionee, and (iii) the Optionee's name shall have been entered as a
stockholder of record on the books of the Corporation. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Common Stock.
(f) Change in Control. For purposes of the Plan, a "Change in Control"
shall be deemed to have occurred in either of the following events: (i)
when any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act) becomes a "beneficial owner" (as such term is defined in Rule
13d-3
A-3
promulgated under the 1934 Act), directly or indirectly, of securities of
the Corporation representing twenty-five percent (25%) or more of the total
number of votes that may be cast for the election of directors of the
Corporation; or (ii) if, as a result of, or in connection with, any tender
or exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions, the
persons who were directors of the Corporation immediately before such
transaction shall cease to constitute at least fifty percent (50%) of the
Board of Directors of the Corporation or of any successor institution.
(g) Transfer. No options or stock appreciation rights shall be
transferable by the Optionee other than by will or by the laws of descent
and distribution. Options and stock appreciation rights may be exercised
during the Optionee's lifetime only by the Optionee, his or her guardian or
legal representative.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
(a) Any option granted under the Plan may be exercised by the Optionee by
delivering to the Corporation on any business day a written notice specifying
the number of shares of Common Stock the Optionee then desires to purchase
(the "Notice").
(b) Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either (i) in cash, check or other
instrument acceptable to the Corporation equal to the option price for the
number of shares specified in the Notice (the "Total Option Price"), or (ii)
if authorized by the applicable option agreement, in shares of Common Stock of
the Corporation having a fair market value on the date of exercise, determined
as provided in Section 5(d) hereof, equal to or less than the Total Option
Price, plus cash in an amount equal to the excess, if any, of the Total Option
Price over the fair market value of such shares of Common Stock. In addition,
payment for the shares of Common Stock may be made, if permitted by the
Corporation, by the Optionee delivering the Notice to the Corporation together
with irrevocable instructions to a broker to promptly deliver to the
Corporation the Total Option Price in cash or by check or other instrument
acceptable to the Corporation; provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Corporation shall prescribe as a condition of such
payment procedure. Payment instruments will be received subject to collection.
The delivery of certificates representing shares of Common Stock to be
purchased pursuant to the exercise of an option will be contingent upon
receipt by the Corporation of the Total Option Price for such shares and the
fulfillment of any other applicable requirements (including payment of any
amount required to be withheld by the Corporation pursuant to any applicable
law).
7. STOCK APPRECIATION RIGHTS
(a) The Option Committee may, but shall not be obligated to, include stock
appreciation rights in tandem with any option granted under the Plan, on such
terms and conditions as it deems appropriate in each case. Such stock
appreciation rights shall permit the Optionee, at his or her election, to
surrender to the Corporation the right to exercise such option (or portion
thereof) in consideration for the payment by the Corporation of an amount
equal to the excess of the fair market value on the date of surrender,
determined as provided in Section 5(d) hereof, of the shares of Common Stock
subject to such option (or portion thereof) surrendered over the option
exercise price of such shares. Such payment may be made, at the discretion of
the Option Committee, in shares of Common Stock valued at the fair market
value thereof on the date of such surrender, determined as provided in Section
5(d) hereof, or in cash, or any combination thereof.
(b) Any option surrendered as provided in this Section 7 shall be canceled
by the Corporation and shall not be subject to further grant.
A-4
8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
(a) If the shares of the Corporation's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Corporation, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to the Plan, and in the
number, kind and per share exercise price of shares subject to unexercised
options or portions thereof granted prior to any such change. In the event of
any such adjustment in an outstanding option, the Optionee thereafter shall
have the right to purchase the number of shares under such option at the per
share price, as so adjusted, which the Optionee could purchase at the total
purchase price applicable to the option immediately prior to such adjustment.
(b) The Option Committee shall have the discretion and power in the case of
any event specified in Section 8(a) to determine and to make effective
provision for acceleration of the time or times at which any option or portion
thereof shall become exercisable. No fractional shares of Common Stock shall
be issued under the Plan on account of any adjustment specified herein.
(c) Adjustments under this Section 8 shall be determined by the Option
Committee and such determination shall be conclusive.
9. EFFECT OF CERTAIN TRANSACTIONS
In the case of (i) the dissolution or liquidation of the Corporation, (ii) a
reorganization, merger or consolidation in which the Corporation is acquired
by another entity (other than a holding company formed by the Corporation) or
in which the Corporation is not the surviving entity, or (iii) the sale of all
or substantially all of the assets of the Corporation to another entity, the
Plan and the options issued hereunder shall terminate, unless provision is
made in connection with such transaction for the assumption of options
theretofore granted, or the substitution for such options of new options of
the successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, as provided in
Section 8. In the event of such termination, all outstanding options under the
Plan shall be exercisable in full for at least fifteen (15) days prior to the
date of such termination whether or not otherwise exercisable during such
period.
10. TAX WITHHOLDING
(a) Payment by Optionee. Each Optionee shall, no later than the date as of
which the value of any option or stock appreciation right granted hereunder or
of any shares issued upon the exercise of such option or stock appreciation
right first becomes includable in the gross income of the Optionee for federal
income tax purposes (the "Tax Date"), pay to the Corporation, or make
arrangements satisfactory to the Corporation regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld with
respect to such income.
(b) Payment in Shares. Subject to the approval of the Option Committee, an
Optionee may elect to have such tax withholding obligation satisfied, in whole
or in part, by (i) authorizing the Corporation to withhold from shares to be
issued to the Optionee a number of shares with an aggregate fair market value
(determined by the Option Committee in accordance with Section 5(d) as of the
date the withholding is effected) that would satisfy the withholding amount
due, or (ii) transferring to the Corporation shares owned by the Optionee with
an aggregate fair market value (determined by the Option Committee in
accordance with Section 5(d) as of the date the withholding is effected) that
would satisfy the withholding amount due.
A-5
11. AMENDMENT OF THE PLAN
The Board of Directors of the Corporation may amend the Plan at any time,
and from time to time, subject to any required regulatory approval and to the
limitation that, except as provided in Sections 8 and 9 hereof, no amendment
shall be effective unless approved by the stockholders of the Corporation in
accordance with applicable law and regulations at an annual or special meeting
held before or after the date of adoption of such amendment, where such
amendment will:
(a) increase the number of shares of Common Stock as to which options may
be granted under the Plan;
(b) change in substance Section 4 hereof relating to eligibility to
participate in the Plan;
(c) reduce the minimum option price; or
(d) otherwise materially increase the benefits accruing to participants
under the Plan.
Except as provided in Sections 8 and 9 hereof, rights and obligations under
any option granted before any amendment of the Plan shall not be altered or
impaired by any such amendment in a manner adverse to an Optionee, except with
the consent of the Optionee.
12. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors of the
Corporation nor the submission of the Plan to the stockholders of the
Corporation for approval shall be construed as creating any limitations on the
power of the Board of Directors of the Corporation to adopt such other
incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific
cases. The Plan or the granting of options thereunder shall not be deemed to
confer upon any employee of the Corporation or its Subsidiaries any right to
continued employment.
13. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
(a) The obligation of the Corporation to sell and deliver shares of Common
Stock with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities and tax laws, and the obtaining of all such approvals from
governmental agencies as may be deemed necessary or appropriate by the Option
Committee.
(b) The Plan shall be governed by Massachusetts law, except to the extent
that such law is preempted by federal law.
14. EFFECTIVE DATE OF PLAN
The Plan first became effective as of the Effective Date of the Affiliation.
It was amended, subject to stockholders' approval, as of April 18, 1996, to
provide for grant of options to members of the Option Committee. It was
further amended and restated, subject to stockholders' approval, on January
16, 1997. No option may be granted under the Plan after the tenth anniversary
of the effective date of the Plan.
A-6
DETACH HERE
REVOCABLE PROXY/VOTING INSTRUCTION CARD
AFFILIATED COMMUNITY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1997
P
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
R
The undersigned hereby constitutes and appoints Jack E. Chappell and
O Timothy J. Hansberry, or either of them, as Proxies of the undersigned, with
full power to appoint his substitute, and authorizes each of them to
X represent and to vote all shares of Common Stock of Affiliated Community
Bancorp, Inc. (the "Company") held by the undersigned as of the close
Y of business on March 3, 1997 at the Annual Meeting of Stockholders to be held
at the Sheraton Tara Lexington Inn, 727 Marrett Road, Route 2A, Lexington,
Massachusetts, on Wednesday, April 23, 1997 at 9:30 a.m., or at any
adjournments or postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1 AND 2. IN THEIR DISCRETION, THE PROXIES
ARE EACH AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. A
stockholder wishing to vote in accordance with the Board of Directors'
recommendation need only sign and date this proxy and return it in the
enclosed envelope.
The undersigned hereby acknowlege(s) receipt of a copy of the
accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement
with respect thereto, and a copy of the Company's 1996 Annual Report, and
hereby revoke(s) any proxy or proxies heretofore given. This proxy may be
revoked at any time before it is exercised.
(CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE) [SEE REVERSE SIDE]
AFFILIATED COMMUNITY BANCORP, INC.
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you
can be sure your shares are represented at the meeting by promptly returning
your proxy in the enclosed envelope.
1996 FINANCIAL HIGHLIGHTS
. On a comparable basis:
--fully diluted 1996 earnings per share were up 32% from 1995
--1996 return on equity was 9.96% versus 7.83% in 1995
--1996 return on assets was 1.01% versus 0.92% in 1995
--1996 expense efficiency ratio was 50.8%, improving further
from 55.5% in 1995
(Note: 1996 figures exclude charge for FDIC SAIF recapitalization;
1995 figures exclude merger costs.)
. Fourth quarter 1996 dividend was up 25% from 1995.
. Year-end 1996 loans were up $110 million (20%) from 1995.
. Year-end 1996 deposits were up $69 million (12%) from 1995.
. Year-end 1996 assets were $1.03 billion, up 18% from 1995.
See the Company's 1996 Annual Report (enclosed) for additional information.
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
PLEASE MARK BOXES IN BLUE OR BLACK INK.
1. Proposal to elect Jack E. Chappell and Fred C. Bailey as
Directors, each for a three-year term to continue until the
2000 Annual Meeting of Stockholders and until each Director's
successor is elected and qualified.
FOR WITHHELD
[_] [_]
[_]________________________________________
For, except vote withheld as noted above
2. Proposal to approve the amendment and restatement of the
Company's 1995 Stock Option Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
MARK HERE MARK HERE
FOR ADDRESS [_] IF YOU PLAN [_]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign name exactly as shown. Where there is more than one
holder, EACH should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly
authorized person, stating his or her title or authority.
Signature:_________________________________ Date:____________
Signature:_________________________________ Date:____________