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 (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 toss.240.14a-11(c) orss.240.14a-12
ASB Holding Company
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(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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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ASB Holding Company
December 26, 2003
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of ASB Holding
Company (the "Company"), we invite you to attend our first Annual Meeting of
Stockholders (the "Meeting") to be held at The Oakeside-Bloomfield Cultural
Center, 240 Belleville Avenue, Bloomfield, New Jersey, on January 20, 2004, at
4:00 p.m. The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the Meeting.
The Board of Directors of the Company has determined that the matters
to be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, are in the best interest of the Company and its
stockholders. The Board of Directors unanimously recommends a vote "FOR" each
matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE- PAID RETURN
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting.
IF YOU PLAN TO ATTEND:
Please note attendance is limited to stockholders as of the record date
only. Each stockholder may be asked to present valid picture identification,
such as a driver's license or passport. If you are a stockholder whose shares
are not registered in your own name (e.g., held in a brokerage account), you
will need to bring documentation from your record holder. Examples of such
documentation include a brokerage statement, letter or other record confirming
your ownership of ASB Holding Company stock as of the record date.
Sincerely,
/s/Joseph Kliminski
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Joseph Kliminski
President and Chief Executive Officer
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ASB HOLDING COMPANY
365 BROAD STREET
BLOOMFIELD, NEW JERSEY 07003
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of ASB Holding Company (the "Company") will be held at The Oakeside-Bloomfield
Cultural Center, 240 Belleville Avenue, Bloomfield, New Jersey, on January 20,
2004, at 4:00 p.m. The Meeting is for the purpose of considering and acting upon
the following matters:
1. The election of three directors of ASB Holding Company; and
2. The ratification of the appointment of Crowe Chizek and
Company LLC as the Company's independent auditor for the
fiscal year ending September 30, 2004.
The transaction of such other business as may properly come before the
Meeting, or any adjournments thereof, may also be acted upon. The Board of
Directors is not aware of any other business to come before the Meeting.
The Board of Directors of the Company has determined that the matters
to be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
Action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Company's Bylaws, the Board of Directors has fixed the close of business on
November 28, 2003, as the record date for determination of the stockholders
entitled to vote at the Meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY
REVOKE YOUR PROXY BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT
THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT
BEFORE THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Richard M. Bzdek
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Richard M. Bzdek
Secretary
Bloomfield, New Jersey
December 26, 2003
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
ASB HOLDING COMPANY
365 BROAD STREET
BLOOMFIELD, NEW JERSEY 07003
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ANNUAL MEETING OF STOCKHOLDERS
January 20, 2004
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of ASB Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at The Oakeside-Bloomfield Cultural Center, 240 Belleville Avenue, Bloomfield,
New Jersey, on January 20, 2004, at 4:00 p.m. (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about December 26, 2003.
At the Meeting, stockholders will consider and vote upon (i) the
election of three directors of the Company, and (ii) the ratification of the
appointment of Crowe Chizek and Company LLC as the Company's independent auditor
for the fiscal year ending September 30, 2004.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholder the discretionary authority to vote the
shares represented by such proxy in accordance with their best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.
The Company is the parent company of American Savings Bank of NJ (the
"Bank"). The Company was formed in June 2003 as a corporation chartered by the
Office of Thrift Supervision for the purpose of being a holding company for the
Bank. The Company is the majority-owned subsidiary of American Savings, MHC, a
federally-chartered mutual holding company. Because American Savings, MHC owns
approximately 70% of the Company's outstanding common stock, the votes cast by
American Savings, MHC will be determinative in the voting on Proposal I
(election of directors) and Proposal II (ratification of auditors).
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted as
specified thereon. If no specification is made, signed proxies will be voted
"FOR" the nominees for director as set forth herein, and "FOR" the ratification
of Crowe Chizek and Company LLC as the Company's independent auditor for the
fiscal year ending September 30, 2004. The proxy confers discretionary authority
on the persons named thereon to vote with respect to the election of any person
as a director where the nominee is unable to serve, or for good cause will not
serve, and with respect to matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on November 28, 2003
(the "Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Record Date, the Company had 5,554,500 shares of Common
Stock issued and outstanding.
As provided in the Charter of the Company, for a period of five years
from October 3, 2003, the date of the completion of the Company's stock
offering, no person, except for American Savings, MHC, is permitted to
beneficially own in excess of 10% of the Company's outstanding common stock (the
"Limit"), and any shares acquired in violation of this Limit, are not entitled
to any vote. A person or entity is deemed to beneficially own shares owned by an
affiliate of, as well as persons acting in concert with, such person or entity.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. With respect to any matter, broker non- votes (i.e.,
shares for which a broker indicates on the proxy that it does not have
discretionary authority as to such shares to vote on such matter) will be
considered present for purposes of determining whether a quorum is present. In
the event there are not sufficient votes for a quorum or to ratify any proposals
at the time of the Meeting, the Meeting may be adjourned in order to permit the
further solicitation of proxies.
As to the election of directors (Proposal I), the proxy provided by the
Board of Directors allows a stockholder to vote for the election of the nominees
proposed by the Board of Directors, or to withhold authority to vote for the
nominees being proposed. Under the Company's bylaws, directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes or (ii)
proxies as to which authority to vote for the nominees being proposed is
withheld.
Concerning all other matters that may properly come before the Meeting,
including the ratification of the independent auditors (Proposal II), by
checking the appropriate box, a shareholder may: (i) vote "FOR" the item, (ii)
vote "AGAINST" the item, or (iii) "ABSTAIN" with respect to the item. Unless
otherwise required by law, all such matters shall be determined by a majority of
votes cast affirmatively or negatively without regard to (i) broker non-votes or
(ii) proxies marked "ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the outstanding shares of
Common Stock are required to file reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, the ownership of the Company's employee
stock ownership plan and the ownership of all executive officers and directors
of the Company. Management knows of no person or group that owns more than 5% of
the outstanding shares of Common Stock at the Record Date other then American
Savings, MHC.
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Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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American Savings MHC 3,888,150 70.0%
365 Broad Street
Bloomfield, New Jersey 07003
American Savings Bank of NJ Employee Stock 133,308 (1) 8.0%
Ownership Plan Trust (the "ESOP")
365 Broad Street
Bloomfield, New Jersey 07003
All directors and executive officers of the
Company as a group (nine persons) 211,049(2) 3.8%
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(1) These shares are held in a suspense account and are allocated among
participants annually on the basis of compensation as the ESOP debt is
repaid. As of the Record Date, no shares have been allocated to ESOP
participants. The Board of Directors appointed all non-employee directors
to serve as ESOP Trustees and as members of the ESOP Plan Committee. The
ESOP Plan Committee directs the vote of all unallocated shares and shares
allocated to participants if timely voting directions are not received for
such shares.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership. Excludes 133,308
shares held by the ESOP.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the Common Stock, to file reports of ownership and changes in
ownership of the Common Stock with the Securities and Exchange Commission and to
provide copies of those reports to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock. To the Company's knowledge, all Section 16(a) filing
requirements applicable to its officers and directors were complied with during
the 2003 fiscal year.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Company's charter requires that the Board of Directors be divided
into three classes, as nearly equal in number as possible, each class to serve
for a three-year period, with approximately one-third of the directors elected
each year. The Board of Directors currently consists of seven members. Three
directors will be elected at the Meeting, each to serve for a three-year term
and until their successors have been elected and qualified.
Joseph Kliminski, Robert A. Gaccione and James H. Ward, III have been
nominated by the Board of Directors to serve as directors. Each of the nominees
is currently a member of the Board of Directors. It is intended that proxies
solicited by the Board of Directors will, unless otherwise specified, be voted
for the election of the named nominees. If any of the nominees is unable to
serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this time, the Board of
Directors knows of no reason why any of the nominees might be unavailable to
serve.
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The following table sets forth the names, ages, terms of, length of
board service and the number and percentage of shares of Common Stock
beneficially owned by the nominees, the directors continuing in office and the
executive officers of the Company.
Shares of
Age at Year First Current Common Stock Percent
September 30 Elected or Term to Beneficially of
Name 2003 Appointed(1) Expire Owned(2) Class
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Board Nominees for Term to Expire in 2007
Joseph Kliminski 60 1986 2004 40,000 *
Robert A. Gaccione 62 2003 2004 15,000 *
James H. Ward, III 54 1991 2004 40,000 *
Directors Continuing in Office
Stanley Obal 81 1981 2005 10,000 *
Vincent S. Rospond 71 1981 2005 40,000 *
W. George Parker 78 1967 2006 28,044 *
H. Joseph North 71 1991 2006 2,000 *
Executive Officers of the Company
Richard M. Bzdek 50 N/A N/A 32,035 *
Eric B. Heyer 41 N/A N/A 3,970 *
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* Less than 1%
(1) Refers to the year the individual first became a director of the Bank.
Upon formation of the Company in June 2003, each director of the Bank
at that time became a director of the Company.
(2) Beneficial ownership as of the Record Date. Includes shares of Common
Stock held directly as well as by spouses or minor children, in trust,
and other indirect beneficial ownership.
Biographical Information
Directors and Executive Officers of the Company. Set forth below is the
business experience for the past five years of each of the directors, nominees
and executive officers of the Company.
Joseph Kliminski has been a member of the Board since 1986. He has been
employed by the Bank since 1967 and became President and Chief Executive Officer
of the Bank in 1987 and President and Chief Executive Officer of the Company
upon its formation in June 2003. Mr. Kliminski serves as president of the
Bloomfield Lions Club, as president of the Advisory Board to the Bloomfield Town
Council, as chairman of the Bloomfield Education Foundation, and as chairman of
the Deborah Hospital Children of the World Golf Tournament. Mr. Kliminski also
serves on the Executive Committee of the Bloomfield Center Alliance, and is a
member and former president of the Board of Trustees of the Bloomfield Public
Library. He is also a member of the Board of Governors of the New Jersey League
of Community Bankers, and past president of the Essex County Savings League.
Robert A. Gaccione has been a member of the Board since 2003. He has
been a senior partner of the law firm of Gaccione, Pomaco & Malanga, P.C. in
Belleville, New Jersey for thirty years. He is a former Federal Bureau of
Investigation agent. Mr. Gaccione also serves as the Essex County Tax Board
Commissioner. He served as a director of Franklin Community Bank, a commercial
bank located in Nutley, New Jersey for three years. Mr. Gaccione is a member and
the past president of the Belleville Rotary Club, is the president of the Clara
Maass Foundation and is a member of the Belleville Foundation.
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James H. Ward, III has been a member of the Board since 1991 and Vice
Chairman since 2003. From 1998 to 2000, he was the majority stockholder and
Chief Operating Officer of Rylyn Group, which operated a restaurant in
Indianapolis, Indiana. Prior to that, he was the majority stockholder and Chief
Operating Officer of Ward and Company, an insurance agency in Springfield, New
Jersey, where he was employed from 1968 to 1998. He is now a retired investor.
Stanley Obal has been a member of the Board since 1981. Mr. Obal
retired in 1982 and was the owner of Obal's Inn, a tavern and restaurant in
Bloomfield, New Jersey.
Vincent S. Rospond has been a member of the Board since 1981. He is an
attorney and the majority stockholder of the law firm of Rospond, Rospond &
Conte, P.A. in Bloomfield, New Jersey. Rospond, Rospond & Conte serves as
general counsel to the Bank. Mr. Rospond is the president and a trustee of
United Way of Bloomfield, is a member and the former legal counsel of Bloomfield
Chamber of Commerce, and is a member and the treasurer of North Jersey
Manufacturer's & Businessmen Association. He is also a member of the Cornell
Club of New Jersey, the Essex County Bar Association, the Newark Art Museum, the
Bloomfield Music Federation and the New Jersey Bar Association.
W. George Parker has been a member of the Board since 1967 and Chairman
since 1990. Mr. Parker is the owner, president and chief executive officer of
Adco Chemical Company, located in Newark, New Jersey.
H. Joseph North has been a member of the Board since 1991. Mr. North
retired in 1987 as Town Administrator of Bloomfield, New Jersey after 20 years
of service as the municipality's chief administrative officer. Mr. North is a
past president and a lifetime member of the New Jersey Municipal Management
Association and is a former member of the International City Management
Association. Mr. North is also a former president of the Bloomfield Lions Club,
Bloomfield Fifth Quarter Club and Bloomfield Tennis Federation.
Richard M. Bzdek is the Bank's Executive Vice President, Chief
Operating Officer and Secretary and became Executive Vice President, Chief
Operating Officer and Secretary of the Company upon its formation in June 2003.
He has been employed by the Bank since 1975. Mr. Bzdek is the former president
and a current director of the Bloomfield Chamber of Commerce. He is a member of
the Financial Managers Society and serves as Vice Chairman on the Operations and
Technology Committee of the New Jersey League of Community Bankers. He is also
the treasurer and a trustee of United Way of Bloomfield and is a director and
co-founder of the Bloomfield Center Alliance.
Eric B. Heyer has been the Bank's Senior Vice President, Treasurer and
Chief Financial Officer since 1997 and became Chief Financial Officer of the
Company upon its formation in June 2003. Mr. Heyer has been employed by the Bank
since 1993. He was previously the chief financial officer of Monarch Savings
Bank in Kearny, New Jersey, where he was employed from 1986 to 1993. Mr. Heyer
is a member of the Financial Managers Society. He has previously served as a
trustee of Kingston United Methodist Church and currently serves on the finance
committee of Princeton United Methodist Church.
Meetings and Committees of the Board of Directors
The Company was not formed until June 2003 and all of the information
set forth below regarding meetings and committees relates to the Bank. The Board
of Directors conducts its business through meetings of the Board and through
activities of its committees. During the fiscal year ended September 30, 2003,
the Board of Directors met eleven times, including regularly scheduled and
special meetings. No director
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attended fewer than 75% of the total aggregate meetings of the Board of
Directors plus meetings of committees on which he served during the year ended
September 30, 2003. The Board maintains an Audit Committee and a Compensation
Committee, as well as a Building and Grounds Committee and a Bylaws Committee.
The entire Board of Directors serves as a Nominating Committee to select persons
to be nominated to serve as directors of the Company and met one time in such
capacity during the year ended September 30, 2003. The Nominating Committee is
not required to consider nominees recommended by stockholders of the Company.
The Compensation Committee consists of the full Board of Directors. Mr.
Kliminski does not participate in committee discussions regarding his own
compensation. This committee met one time during the year ended September 30,
2003. The responsibilities of this committee include appraisal of the
performance of officers of the Bank, administration of management incentive
compensation plans and review of the directors' compensation. This committee
reviews industry compensation surveys and reviews the recommendations of
management on employee compensation matters.
The Audit Committee consists of Directors Parker, Obal and Ward, each
of whom is independent under the rules of Nasdaq. This committee meets
periodically as needed with the internal auditor and the external auditors and
met six times during the year ended September 30, 2003. This committee's main
responsibilities include oversight of the internal auditor and the external
auditors and monitoring of management and staff compliance with the Board's
audit policies, and applicable laws and regulations. This committee has adopted
a written charter, a copy of which is attached hereto as Appendix A.
Report of the Audit Committee. For the fiscal year ended September 30,
2003, the Audit Committee: (i) reviewed and discussed the Company's audited
financial statements with management, (ii) discussed with the Company's
independent auditor, Crowe Chizek and Company LLC ("Crowe Chizek"), all matters
required to be discussed under Statement on Auditing Standards No. 61, and (iii)
received from Crowe Chizek disclosures regarding Crowe Chizek's independence as
required by Independence Standards Board Standard No. 1 and discussed with Crowe
Chizek its independence. Based on the foregoing review and discussions, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2003.
Audit Committee:
W. George Parker
Stanley Obal
James H. Ward, III
Audit Fees. The aggregate fees billed by Crowe Chizek for professional
services rendered for the audit of the Company's annual consolidated financial
statements and for the review of the consolidated financial statements included
in the Company's Quarterly Reports on Form 10-QSB for the fiscal years ended
September 30, 2003 and 2002 were $42,000 and $38,500, respectively.
Audit Related Fees. The aggregate fees billed by Crowe Chizek for
assurance and related services related to the Company's Form 10-KSB for the
years ended September 30, 2003 and 2002 were $7,500 and $0, respectively.
Tax Fees. The aggregate fees billed by Crowe Chizek for professional
services rendered for tax compliance, tax advice and tax planning for the years
ended September 30, 2003 and 2002 were $8,700 and $7,200, respectively. Such
tax-related services consisted in both years of tax return preparation and
consultation.
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All Other Fees. The aggregate fees billed by Crowe Chizek for
professional services rendered for services or products other than those listed
under the captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" totaled
$150,800 and $0, respectively, for the years ended September 30, 2003 and 2002,
and consisted of expenses related to the Company's initial public offering.
Certain Relationships and Related Transactions
Other than as disclosed below, no directors, officers or their
immediate family members were engaged in transactions with the Company or any
subsidiary involving more than $60,000 (other than through a loan with the Bank)
during the two years ended September 30, 2003.
Director Vincent S. Rospond is the majority stockholder of the law firm
of Rospond, Rospond & Conte, P.A., which serves as general counsel to the Bank
and to which the Bank paid approximately $25,000 and $30,000 in legal fees
during the years ended September 30, 2003 and 2002. In addition, the Bank
engages this law firm in connection with loan closings, and fees paid by
borrowers in loan closings handled by such law firm totaled approximately
$86,000 and $66,000 during fiscal 2003 and 2002.
Management believes that the transactions described above were on terms
at least as favorable to the Bank as the Bank would have received in
transactions with an unrelated party.
The Bank makes loans to its officers, directors and employees in the
ordinary course of business. The Bank waives its application fee for mortgages
to officers and employees on single-family owner- occupied homes or second
homes. It also reduces its application fee for mortgages on 2-4 family owner-
occupied homes by the amount of the application fee for single family home
mortgages and reduces its modification fee for 1-4 family owner-occupied home
mortgages or second home mortgages by the amount of the application fee for
single family home mortgages. Other than such application fee waivers and
reductions to officers and employees, such loans are on substantially the same
terms and conditions as those of comparable transactions prevailing at the time
with other persons. Such loans also do not include more than the normal risk of
collectibility or present other unfavorable features.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Compensation of Directors
Board Fees. Directors are currently paid a fee of $225 per Board
meeting attended, and no fees are paid for committee meetings. For fiscal year
2003, each director received an additional annual fee of $25,000. The aggregate
fees paid to the directors for the fiscal year ended September 30, 2003 were
$159,450. Directors who also serve as employees do not receive compensation as
directors.
Directors Consultant and Retirement Plan. The Directors Consultant and
Retirement Plan provides retirement benefits to directors on their retirement
date. "Retirement date" means the date of termination of service as a director
following a participant's completion of not less than twelve years of service as
a director, or not less than six years of service following a change in control;
provided however, the retirement date with regard to directors serving as of
August 27, 1996 who have completed not less than five years of service as of
August 27, 1996 shall be the date of termination of service as a director
without regard to whether the twelve years of service requirement has been
fulfilled. Upon death or disability, a director shall be deemed to have
terminated service as of such date.
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If a director agrees to become a consulting director to our board upon
retirement, he will receive a monthly payment for 144 months equal to 0.08333333
times the average of the annual retainers paid (exclusive of payment of fees for
special meetings) for the highest three yearly periods during the immediately
prior ten-year period. In the event of a change in control, all directors will
be presumed to have reached the retirement date and each director will receive a
lump sum payment equal to the present value of future benefits payable.
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation awarded to or earned by the Company's President and Chief Executive
Officer and certain other executive officers for the fiscal years ended
September 30, 2003, 2002 and 2001. No other executive officer of the Company
received a total annual salary and bonus in excess of $100,000 during the
reporting period.
Annual Compensation
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All Other
Name and Principal Position Year Salary Bonus Compensation
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Joseph Kliminski, President 2003 $242,255 $73,228 $212,140 (1)
and Chief Executive Officer 2002 197,447 35,455 90,427
2001 196,079 25,042 15,722
Richard M. Bzdek, Executive 2003 162,244 30,492 46,498 (2)
Vice President, Chief 2002 156,047 29,698 24,525
Operating Officer and Secretary 2001 151,565 19,791 14,913
Eric B. Heyer, Senior Vice 2003 139,615 50,322 31,019 (3)
President, Treasurer and Chief 2002 122,308 24,283 15,724
Financial Officer 2001 112,308 14,136 10,162
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(1) Consists of (i) an accrual of $187,498 under Mr. Kliminski's executive
salary continuation agreement, (ii) an employer matching contribution
to the 401(k) Plan for Mr. Kliminski of $5,953, and (iii) an employer
contribution to the Profit Sharing Plan for Mr. Kliminski of $18,689.
(2) Consists of (i) an accrual of $25,178 under Mr. Bzdek's executive
salary continuation agreement, (ii) an employer matching contribution
to the 401(k) Plan for Mr. Bzdek of $5,151, and (iii) an employer
contribution to the Profit Sharing Plan for Mr. Bzdek of $16,175.
(3) Consists of (i) an accrual of $13,737 under Mr. Heyer's executive
salary continuation agreement, (ii) an employer matching contribution
to the 401(k) Plan for Mr. Heyer of $5,546, and (iii) an employer
contribution to the Profit Sharing Plan for Mr. Heyer of $11,736.
Employment Agreements. The Bank has entered into employment agreements
with Mr. Kliminski, Mr. Bzdek and Mr. Heyer. Mr. Kliminski's, Mr. Bzdek's and
Mr. Heyer's current base salaries are $250,000, $164,147 and $145,000,
respectively. Mr. Kliminski's employment agreement has a term of three years
while Mr. Bzdek's and Mr. Heyer's agreements have a term of two years. Each of
the agreements provides for an annual one-year extension of the term of the
agreement upon determination of the Board of Directors that the executive's
performance has met the requirements and standards of the Board, so that the
remaining term of the agreement continues to be three years, in the case of Mr.
Kliminski, and two years, in the case of Mr. Bzdek and Mr. Heyer. If the Bank
terminates Mr. Kliminski without "just cause"as defined in the agreement, he
will be entitled to a continuation of his salary from the date of termination
through the remaining term of the agreement, but in no event for a period of
less than two years.
-8-
If the Bank terminates Mr. Bzdek or Mr. Heyer without "just cause" as defined in
the agreement, that individual will be entitled to a continuation of his salary
from the date of termination through the remaining term of the agreement. Mr.
Kliminski's employment agreement provides that if Mr. Kliminski's employment is
terminated without just cause within twenty-four months of a change in control,
he will be paid an amount equal to 2.999 times his five-year average annual
taxable cash compensation in either a lump sum or, at his option, in periodic
payments over a three-year period or the remaining term of the agreement,
whichever is less. Mr. Bzdek's and Mr. Heyer's employment agreements provide
that if their employment is terminated without just cause within twelve months
of a change in control, they will be paid an amount equal to 2.0 times their
five-year average annual taxable cash compensation in either a lump sum or, at
their option, in periodic payments over a two-year period or the remaining term
of the agreement, whichever is less. If change in control payments had been made
under the agreements as of September 30, 2003, the payments would have equaled
approximately $608,032, $299,729 and $215,171 to Kliminski, Bzdek and Heyer,
respectively.
The Company has entered into an employment agreement with Mr.
Kliminski, the terms of which are substantially the same as Mr. Kliminski's
employment agreement with the Bank. The agreement with the Company provides that
if Mr. Kliminski's employment is terminated without just cause as defined in the
agreement, he will be entitled to a continuation of his salary for three years
from the date of termination. Any payments to Mr. Kliminski under the employment
agreement with the Company will be reduced to the extent that payments are made
to Mr. Kliminski under his agreement with the Bank.
Executive Salary Continuation Agreements. The Bank has implemented
executive salary continuation agreements for the benefit of Messrs. Kliminski,
Bzdek and Heyer. The executive salary continuation agreements will provide
benefits at age 65 that would be comparable to approximately 50% of Mr.
Kliminski's average base salary based upon the average of the three highest out
of the last five years of employment, and 30% of average salary for Messrs.
Bzdek and Heyer. The benefits will be paid in equal monthly installments until
the death of the participant. If a participant terminates employment prior to
age 65, then the target retirement benefits equal to the accrued balance of the
participant's liability reserve account multiplied by a vested percentage (100%
for Messrs. Kliminski and Bzdek and 33% per year for Mr. Heyer beginning January
1, 2002). Upon disability, the participant will receive 100% of the
participant's accrued liability balance payable either in a lump sum or in 180
monthly installments. Upon a change in control of the Bank, and the
participant's termination, the participant will be deemed to reach age 65 and
will receive full retirement benefits. As long as such agreement remains in
effect, upon the death of a participant, the participant's beneficiary will be
paid a death benefit under the terms of the Endorsement Method Split Dollar Life
Insurance Agreement between the participant and the Bank.
For fiscal 2003, we accrued $187,498 under Mr. Kliminski's executive
salary continuation agreement, $25,178 under Mr. Bzdek's executive salary
continuation agreement and $13,737 under Mr. Heyer's executive salary
continuation agreement. These accruals reflect the scheduled accruals under the
plan in order for the retirement benefit provided by the plan to be fully
accrued at the expected retirement date. The accrual for Mr. Kliminski is higher
than for Messrs. Bzdek and Heyer due to the fewer number of months left to
accrue the full retirement benefit that will be payable to Mr. Kliminski at his
expected retirement date in 2008 and also reflects a higher average base salary
for Mr. Kliminski and a higher percentage of such base provided under the plan,
50% versus 30% for Messrs. Bzdek and Heyer. When the plan was established in
February 2002, there were 78 months until the expected retirement date for Mr.
Kliminski, compared to 196 months and 300 months for Messrs. Bzdek and Heyer.
The amounts required to accrue the present value of the retirement benefit
provided for each individual are based upon assumptions for both discount rate
and salary projections. These assumptions are reviewed at least annually and
provide
-9-
the basis upon which monthly benefit accruals are recorded. Such accruals are
generally recorded in equal amounts from month to month with changes made to
such amounts as required by assumption changes.
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PROPOSAL III - RATIFICATION OF APPOINTMENT OF AUDITORS
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The Board of Directors of the Company has appointed Crowe Chizek and
Company LLC as the Company's independent auditor for the fiscal year ending
September 30, 2004, subject to ratification by the Company's stockholders. A
representative of Crowe Chizek and Company LLC is expected to be present at the
Meeting, will have the opportunity to make a statement if he so desires, and is
expected to be available to respond to appropriate questions.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast, in person or by proxy, by the
stockholders of the Company at the Meeting. The Board of Directors recommends
that stockholders vote "FOR" the ratification of the appointment of Crowe Chizek
and Company LLC as the Company's auditors for the 2004 fiscal year.
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STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the annual meeting, will only be considered
at such meeting if the stockholder submits notice of the proposal to the Company
at the above address by at least five days before the date of the annual
meeting. Stockholder proposals must meet other applicable criteria as set forth
in the Company's bylaws in order to be considered at the annual meeting.
In order to be considered for inclusion in the Company's proxy
materials for the annual meeting of stockholders to be held in 2005, all
stockholder proposals must be received at the Company's executive office at 365
Broad Street, Bloomfield, New Jersey 07003 by August 28, 2004. Stockholder
proposals must meet other applicable criteria as set forth in the Company's
bylaws in order to be considered for inclusion in the Company's proxy materials.
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any other matters to come before
the Meeting. However, if any other matters should properly come before the
Meeting or any adjournments, it is intended that proxies in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
persons named in the accompanying proxy.
-10-
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FORM 10-KSB
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A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended September 30, 2003 will be furnished without charge to stockholders
as of the Record Date upon written request to the Secretary, ASB Holding
Company, 365 Broad Street, Bloomfield, New Jersey 07003.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Richard M. Bzdek
----------------------
Richard M. Bzdek
Secretary
-11-
APPENDIX A
ASB HOLDING COMPANY
AUDIT COMMITTEE CHARTER
This Audit Committee Charter (Charter) has been adopted by the Board of
Directors (the Board) of ASB Holding Company (the Company). The Audit Committee
of the Board (the Committee) shall review and reassess this charter annually and
recommend any proposed changes to the Board for approval.
Role and Independence: Organization
The Committee assists the Board in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company. It may also have such other duties
as may from time to time be assigned to it by the Board. The membership of the
Committee shall consist of at least three directors, who are each free of any
relationship that, in the opinion of the Board, may interfere with such member's
individual exercise of independent judgment. Each Committee member shall also
meet the independence and financial literacy requirements for serving on audit
committees, as established by the Board and as set forth in applicable rules of
either the OTC Bulletin Board, the BBX or other applicable stock exchange. For
purposes hereof, "independent" shall mean a director who meets the definition of
"independence" as used in Item 7(d)(3)(iv) of Schedule 14A of the Securities
Exchange Act of 1934 ("Exchange Act"). The Company's annual report on Form
10-KSB shall disclose the inclusion or absence of an audit committee expert, as
required by the Exchange Act.
The Committee shall maintain free and open communication with the independent
auditors, the internal auditors and Company management. In discharging its
oversight role, the Committee is empowered to investigate any matter relating to
the Company's accounting, auditing, internal control or financial reporting
practices brought to its attention, with full access to all Company books,
records, facilities and personnel.
One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO, the lead independent
audit partner and the director of internal audit.
The Committee shall meet approximately four times a year, or more frequently as
the Committee considers necessary. At least once each year the Committee shall
have separate private meetings with the independent auditors, management and the
internal auditors.
Responsibilities
Although the Committee may wish to consider other duties from time to time, the
general recurring activities of the Committee in carrying out its oversight role
are described below. The responsibilities of the Committee shall include, but
not be limited to:
o Recommend to the Board of Directors, and evaluate, the firm of independent
certified public accountants to be appointed as auditors of the Company,
which firm shall be ultimately accountable to the Board of Directors
through the Committee.
o Be directly responsible for the appointment, compensation and oversight of
the Company's independent auditors and internal auditors.
A-1
o Review and discuss with the outside auditors their audit procedures,
including the scope, fees and timing of the audit, and the results of the
annual audit examination and any accompanying management letters, and any
reports of the outside auditors with respect to interim periods.
o Review and discuss the written statement from the outside auditor of the
Company concerning any relationships between the auditor and the Company or
any other relationships that may adversely affect the independence of the
auditor and, based on such review, assess the independence of the outside
auditor.
o Review and discuss with management and the outside auditors the financial
statements of the Company, including an analysis of the auditors' judgment
as to the quality of the Company's accounting principles.
o Recommend to the Board of Directors whether, based on the review and
discussions described in the paragraphs above, that the financial
statements should be included in the Annual Report on Form 10-KSB.
o Review and discuss with management and the outside auditors: (a) any
material financial or non-financial arrangements of the Company which do
not appear on the financial statements of the Company; and (b) any
transactions or courses of dealing with parties related to the Company
which transactions are significant in size or involve terms or other
aspects that differ from those that would likely be negotiated with
independent parties, and which arrangements or transactions are relevant to
an understanding of the Company's financial statements.
o Review and discuss with management and the outside auditors the adequacy of
the Company's internal controls.
o Review and discuss with management and the outside auditors the accounting
policies which may be viewed as critical, and review and discuss any
significant changes in the accounting policies of the Company and
accounting and financial reporting proposals that may have a significant
impact on the Company's financial reports.
o Establish policies and procedures for the engagement of the outside auditor
to provide non-audit services, and consider whether the outside auditor's
performance of information technology and other non-audit services is
compatible with the auditor's independence.
o Review material pending legal proceedings involving the Company and other
contingent liabilities.
o Obtain reports from management, the Company's senior internal auditing
executive and independent auditor that the Company and its subsidiary
affiliated entities are in conformity with applicable legal requirements
and the Company's Code of Ethics for Senior Financial Officers. Review
reports and disclosures of insider and affiliated party transactions.
Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the
Company's Code of Ethics for Senior Financial Officers.
o Establish procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls
or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.
A-2
o Establish procedures to coordinate the procedures of the Committee with the
Company's Disclosure Committee responsible for overseeing the accuracy of
the Company's filings under the Exchange Act.
The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management (including the internal audit staff) and the
independent auditors have more resources and time, and more detailed knowledge
and information regarding the Company's accounting, auditing, internal control
and financial reporting practices than the Committee does; accordingly the
Committee's oversight role does not provide any expert or special assurance as
to the financial statements and other financial information provided by the
Company to its shareholders and others.
Outside Advisors and Funding
The Committee shall have the appropriate funding and authority to retain such
outside counsel, experts, and other advisors as it determines appropriate to
assist in the full performance of its functions.
Investigations
The Committee shall have the authority to conduct or authorize investigations
into any matters within its scope of responsibilities and shall have the
authority to retain outside advisors to assist it in the conduct of any
investigation.
Adopted on July 29, 2003
A-3
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ASB HOLDING COMPANY
365 BROAD STREET
BLOOMFIELD, NEW JERSEY 07003
ANNUAL MEETING OF STOCKHOLDERS
January 20, 2004
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of ASB Holding
Company (the "Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Company, which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at The Oakeside-Bloomfield
Cultural Center, 240 Belleville Avenue, Bloomfield, New Jersey, on January 20,
2004, at 4:00 p.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as director of the nominees
listed with terms to expire in 2006
(except as marked to the contrary below): |_| |_|
Joseph Kliminski
Robert A. Gaccione
James H. Ward, III
INSTRUCTIONS: To withhold your vote for any nominee, write the nominee's name on
- -------------
the line provided below.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment
of Crowe Chizek and Company LLC as
the Company's independent auditor for the
fiscal year ending September 30, 2004. |_| |_| |_|
The Board of Directors recommends a vote "FOR" all of the above listed
nominees and proposal.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND THE
PROPOSAL STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 26, 2003 and the 2003 Annual Report to Stockholders.
[_] Check Box if You Plan
Dated: to Attend the Annual Meeting.
---------------------------------
- ---------------------------------------- -------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ---------------------------------------- -------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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