LITTLE FALLS BANCORP, INC.
86 Main Street
Little Falls, New Jersey 07424
March 17, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Little Falls
Bancorp, Inc. (the "Company"), I cordially invite you to attend the Annual
Meeting of Stockholders to be held at the main office of the Company, located at
86 Main Street, Little Falls, New Jersey on Thursday, April 17, 1997 at 3:30
p.m. The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we will report on the operations of the Company. Directors and officers
of the Company, as well as a representative of Radics & Co., LLC, certified
public accountants, will be present to respond to any questions stockholders may
have.
The matters to be considered by stockholders at the Annual Meeting are
described in the accompanying Notice of Annual Meeting and Proxy Statement. The
Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting 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.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Annual Meetin, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Leonard G. Romaine
Leonard G. Romaine
President
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LITTLE FALLS BANCORP, INC.
86 MAIN STREET
LITTLE FALLS, NEW JERSEY 07424
(201) 256-6100
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 17, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Little Falls Bancorp, Inc. (the "Company") will be held at the main office of
the Company, located at 86 Main Street, Little Falls, New Jersey on April 17,
1997, at 3:30 p.m. A proxy card and a proxy statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of three directors of the Company;
2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of the Company for the fiscal year ending December 31, 1997; and
3. The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on 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. Stockholders of record at the close
of business on February 28, 1997 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE
HIS 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/Anne Bracchitta
---------------------------------
Anne Bracchitta
Secretary
Little Falls, New Jersey
March 17, 1997
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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
LITTLE FALLS BANCORP, INC.
86 MAIN STREET
LITTLE FALLS, NEW JERSEY 07424
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 1997
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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 Little Falls Bancorp, Inc. (the "Company")
to be used at the 1997 Annual Meeting of Stockholders of the Company which will
be held at the main office of the Company, located at 86 Main Street, Little
Falls, New Jersey on April 17, 1997, at 3:30 p.m. local time (the "Meeting").
The accompanying Notice of Annual Meeting of Stockholders and this Proxy
Statement are being first mailed to stockholders on or about March 17, 1997. The
Company is the parent company of Little Falls Bank (the "Bank"). The Company was
formed as a New Jersey corporation in August 1995 at the direction of the Bank
to acquire all of the outstanding stock of the Bank issued in connection with
the Bank's mutual-to-stock conversion on January 5, 1996 (the "Conversion").
Prior to January 5, 1996, the Company had no stockholders and no operations.
Therefore, information prior to January 5, 1996 involves information of the
Bank.
At the Meeting, stockholders will consider and vote upon (i) the election
of three directors and (ii) the ratification of the appointment of Radics & Co.,
LLC as independent auditor of the Company for the fiscal year ending December
31, 1997. The Board of Directors of the Company (the "Board" or 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 proxy holder 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.
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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 in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the nominees for directors set
forth below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein 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 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 February 28, 1997
(the "Voting Record Date"), are entitled to one vote for each share of common
stock of the Company (the "Common Stock") then held. As of the Voting Record
Date, the Company had 2,745,180 shares of Common Stock issued and outstanding.
The certificate of incorporation of the Company ("Certificate of
Incorporation") provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Certificate of Incorporation and includes
shares beneficially owned by such person or any of his or her affiliates or
associates (as such terms are defined in the Certificate of Incorporation),
shares which such person or his or her affiliates or associates have the right
to acquire upon the exercise of conversion rights or options, and shares as to
which such person and his or her affiliates or associates have or share
investment or voting power, but shall not include shares beneficially owned by
any employee stock ownership plan or similar plan of the issuer or any
subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any 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 (the "Broker Non-Votes") will not 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 being provided by
the Board enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.
As to the ratification of independent auditors (Proposal II) and all other
matters that may properly come before the Meeting, by checking the appropriate
box, a stockholder may: vote "FOR" the item, (ii) vote "AGAINST" the item, or
(iii) vote to "ABSTAIN" on such item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain 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 Voting Record Date, persons or groups who own more than 5% of
the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Voting Record Date.
-2-
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404 390,000(1) 14.21%
First Manhattan
437 Madison Avenue
New York, New York 10022 300,000(2) 10.93%
Little Falls Bank
Employee Stock Ownership Plan
86 Main Street, Little Falls, New Jersey 07424 243,340(3) 8.86%
Bay Pond Partners, L.P.
75 State Street
Boston, Massachusetts 02109 211,100(4) 7.69%
John Hancock Mutual Life Insurance Company
P.O. Box 111
Boston, Massachusetts 02199 255,000(5) 9.29%
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(1) Information provided is based on a Schedule 13G dated December 1996.
(2) Information provided is based on a Schedule 13D dated January 5, 1996 filed
by First Manhattan Co. with the Company in accordance with federal
securities laws. The Company does not verify this information. Includes
150,000 shares beneficially owned by First Save Associates, L.P. and
150,000 shares beneficially owned by Second First Save Associates, L.P.
First Manhattan Co. is general partner of both First Save Associates, L.P.
and Second First Save Associates, L.P.
(3) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and will be allocated among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The Board of
Directors has appointed a committee consisting of John P. Pullara, Leonard
G. Romaine and Della Talerico to serve as the ESOP administrative committee
("ESOP Committee") and Directors Barton, Parker and Seugling to serve as
the ESOP trustees ("ESOP Trustees"). The ESOP Committee or the Board
instructs the ESOP Trustees regarding investment of ESOP plan assets. The
ESOP Trustees must vote all shares allocated to participant accounts under
the ESOP as directed by participants. Unallocated shares and shares for
which no timely voting direction is received will be voted by the ESOP
Trustees as directed by the ESOP Committee. As of the Voting Record Date,
no shares have been allocated under the ESOP to participant accounts.
(4) Information provided is based on a Schedule 13D/A dated January 24, 1997.
The filing was made on behalf of Bay Pond Partners, L.P. ("Pond"), a
Delaware limited partnership, Wellington Hedge Management Limited
Partnership ("WHMLP"), a Massachusetts limited partnership, the sole
general partner of Bay Pond, and Wellington Hedge Management, Inc. ("WHM"),
the sole general partner of WHMLP. WHM is a Massachusetts corporation of
which Robert W. Doran, John R. Ryan, and Duncan M. McFarland serve as
executive officers, serving as Chairman and Vice Chairman, respectively.
Wellington Management Company is a Massachusetts general partnership and is
registered as an investment adviser under the Investment Advisers Act of
1940.
-3-
(5) Information provided is based on a Schedule 13G dated February 5, 1995.
This filing was made on behalf of John Hancock Mutual Life Insurance
Company ("JHMLICO"), JHMLICO's direct, wholly-owned subsidiary, John
Hancock Subsidiaries, Inc. ("JHSI"), JHSI's direct, wholly-owned
subsidiary, John Hancock Asset Management ("JHAM"), JHAM's wholly-owned
subsidiary, The Berkeley Financial Group ("TBFG") and TBFG's wholly-owned
subsidiary, John Hancock Advisers, Inc. ("JHA").
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The officers and directors of the Company and beneficial owners of greater than
10% of the Common Stock ("10% beneficial owners") are required to file reports
on Forms 3, 4, and 5 with the Securities and Exchange Commission ("SEC")
disclosing changes in beneficial ownership of the Common Stock. Based on the
Company's review of such ownership reports, to the Company's knowledge, except
for Anne Bracchitta, no executive officer, director, or 10% beneficial owner of
the Company failed to file such ownership reports on a timely basis for the
fiscal year ended December 31, 1996. Ms. Bracchitta was late in filing her
initial Form 3 upon becoming Secretary of the Company.
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PROPOSAL I -- ELECTION OF DIRECTORS
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Election of Directors
The Certificate of Incorporation requires that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. The Board of Directors currently consists of seven members. Three
directors will be elected at the Meeting to serve for three-year terms or until
a successor has been elected and qualified.
C. Evan Daniels, Norman A. Parker and Edward J. Seugling have been
nominated by the Board of Directors to serve as directors. Messrs. Daniels,
Parker and Seugling are currently members of the Board and have been nominated
for three-year terms to expire in 2000. If a nominee 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 knows of no reason
why a nominee might be unavailable to serve.
The following table sets forth the nominees and the directors continuing
in office, their name, age, the year they first became a director of the Company
or the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned as of the
Voting Record Date. Each director of the Company is also a member of the Board
of Directors of the Bank.
-4-
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Percent
Name Age(1) Appointed Expire Owned(2)(3)(4) of Class
- ---- ------ --------- ------ -------------- --------
Board Nominees For Term To Expire In 2000
C. Evan Daniels 87 1949 1997 10,000(5) *
Norman A. Parker 83 1953 1997 15,200(6)(7) *
Edward J. Seugling 60 1970 1997 7,500(7)(8) *
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS
NOMINEES BE ELECTED AS DIRECTORS
Directors Continuing In Office
Raoul G. Barton 72 1970 1998 19,959(7)(9) *
Albert J. Weite 62 1976 1998 19,000(10) *
John P. Pullara 65 1995 1999 15,000(11)(12) *
George Kuiken 76 1954 1999 16,000(13) *
All Directors and 123,669(14) 4.50%
Executive Officers as a
Group (10 persons)
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* Less than 1.0%.
(1) As of December 31, 1996.
(2) As of the Voting Record Date.
(3) Pursuant to rules promulgated under the 1934 Act, an individual is
considered to beneficially own shares of Common Stock if he or she directly
or indirectly has or shares (1) voting power, which includes the power to
vote or to direct the voting of the shares; or (2) investment power, which
includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, a director has sole voting power and sole
investment power with respect to the indicated shares.
(4) Includes shares of Common Stock that have been awarded under the Management
Stock Bonus Plan ("MSBP") which are subject to forfeiture under certain
circumstances.
(5) Includes 10,000 shares held jointly with Mr. Daniels' son, with whom voting
and dispositive power is shared.
(6) Includes 15,000 shares held in trust, which Mr. Parker may be deemed to
beneficially own, and 200 shares held jointly with Mr. Parker's wife, with
whom voting and dispositive power is shared.
(7) Excludes 243,340 unallocated shares of Common Stock held under the ESOP for
which such individual serves as one of three ESOP trustees. Beneficial
ownership is disclaimed with respect to such ESOP shares held in a
fiduciary capacity.
(8) Includes 7,390 shares held by Mr. Seugling's IRA and 110 shares held by
Custom Graphics & Design, Inc., which Mr. Seugling may be deemed to
beneficially own.
(9) Includes 4,793 shares held by Mr. Barton's IRA, 4,894 shares held by the
IRA of Mr. Barton's wife and 118 shares held by Mr. Barton's wife, which
Mr. Barton may be deemed to beneficially own.
-5-
(10) Includes 14,000 shares held jointly with Mr. Weite's wife, with whom voting
and dispositive power is shared, and 5,000 shares held by Mr. Weite's IRA,
which Mr. Weite may be deemed to beneficially own. Does not include 6,000
shares owned by DOB&K, LLC, a partnership between Mr. Weite's children, of
which Mr. Weite disclaims beneficial ownership.
(11) Excludes 243,340 unallocated shares of Common Stock held under the ESOP for
which such individual serves as one of three members of the ESOP Committee.
Beneficial ownership is disclaimed with respect to such ESOP shares held in
a fiduciary capacity.
(12) Includes 15,000 shares held jointly with Mr. Pullara's wife, with whom
voting and dispositive power is shared.
(13) Includes 5,000 shares held jointly with Mr. Kuiken's son and 5,000 shares
jointly held with Mr. Kuiken's daughter, with whom voting and dispositive
power is shared, and 1,000 shares owned by Mr. Kuiken's wife, which Mr.
Kuiken may be deemed to beneficially own.
(14) Excludes 243,340 unallocated shares of Common Stock held under the Employee
Stock Ownership Plan ("ESOP") for which an individual in this group serves
as a member of the ESOP Committee or Trustee Committee. Such individuals
disclaim beneficial ownership with respect to such shares held in a
fiduciary capacity.
The following table sets forth the non-director executive officers of the
Company, their name, age, the year they first became an officer of the Company
or the Bank, and their current position with the Company. Executive officers
serve for a one-year term at the determination of the Board of Directors.
Year First
Appointed as Position with
Name of Individual Age(1) Officer(2) the Company or Bank
- ------------------ ------ ---------- -------------------
Leonard G. Romaine 50 1967 President and Chief
Executive Officer
Richard A. Capone 47 1995 Vice President, Chief
Financial Officer
Anne Bracchitta 57 1996 Corporate Secretary
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(1) As of December 31, 1996.
(2) Refers to the year the individual first became an officer of the Company or
the Bank.
Biographical Information
The business experience of each nominee for director, director and
executive officer of the Company is set forth below. All persons have held their
present positions for five years unless otherwise stated.
Directors
---------
Raoul G. Barton was elected Director of the Bank in 1970 and served as
Chairman from 1982 to 1994. Mr. Barton is a member of the Little Falls Masonic
Lodge. In 1990, Mr. Barton retired as owner of Barton Jewelers which he founded
in 1949.
C. Evan Daniels has served as Director of the Bank since 1949. Mr. Daniels
is a retired attorney and served as the Bank's legal counsel until 1995. Mr.
Daniels is a member of the American, New Jersey State and Passaic County Bar
Associations. He is also a member of the Little Falls Masonic Lodge.
-6-
George Kuiken has served as Director of the Bank since 1954. Mr. Kuiken
retired as President of New Jersey Rental Equipment, Inc.
Norman A. Parker has served as a Director since 1953. Mr. Parker was
Chairman of the Board of the Bank from 1973 to 1981 and President of the Bank
from 1965 to 1977. Mr. Parker is a retired funeral director. Mr. Parker is also
past President of the Passaic County Funeral Directors Association, past
President and charter member of the Passaic Valley Rotary Club, past member of
the Passaic Valley School Board, Elder of the First Reformed Church, charter
member of the Little Falls Parking Authority, charter member of the Mayor's
Committee for Senior Citizens and member of the Little Falls Masonic Lodge.
John P. Pullara was with the Bank from March 1955, serving as its President
from 1977 until his retirement on October 5, 1996. Mr. Pullara was elected
Director of the Bank in June of 1995. Mr. Pullara is also Director and Treasurer
of the Passaic County Historical Society, Director of the Garden State Concert
Band, Treasurer of the Little Falls Historical Society, Chairman of the Little
Falls Parking Authority and a member of the Little Falls Business Association.
Edward J. Seugling has served as a Director of the Bank since 1970 and
became the Vice Chairman of the Board of Directors in 1994. Mr. Seugling is a
retired teacher at Passaic Valley High School and the sole owner of the Little
Falls Journal. He is a member of the Little Falls Business Association, the
Little Falls Masonic Lodge, the Little Falls Historical Society, and the New
Jersey Education Association. He is a member of the First Reformed Church of
Little Falls, and he has served as an elder and deacon of the First Reformed
Church. He was formerly Chairman of the Little Falls Rent Leveling Board and was
an associate member of the Little Falls Main Street Development Corp.
Albert J. Weite has served as Chairman of the Board of Directors of the
Bank since 1994 and as a Director since 1976. Mr. Weite is a real estate
investor.
Executive Officers who are not Directors
----------------------------------------
Leonard G. Romaine has been employed by the Bank since 1967. He served as
Treasurer and Secretary of the Company and as Senior Vice President, Secretary
and Treasurer of the Bank until he was appointed President of the Bank and
Company on October 6, 1996. Mr. Romaine is a member of the Passaic County
Attorney Ethics Committee.
Richard A. Capone became employed by the Bank and Company in November 1995
as Chief Financial Officer. Prior to that, Mr. Capone was controller or
Treasurer at four different local financial institutions over the past 20 years.
Anne Bracchitta has been employed by the Bank since 1980. She was appointed
Corporate Secretary in 1996.
Stockholder Nominations
Pursuant to Article XI of the Certificate of Incorporation, nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the Company as set
forth in Section 15 of the Company's bylaws ("Bylaws"). To be timely, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders of
the Company.
-7-
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director and
as to the stockholder giving the notice (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of Common Stock which are
beneficially owned by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors pursuant to Regulation 14A under the 1934 Act; and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Company's books, of such stockholder and any other stockholders known by such
stockholder to be supporting such nominees and (ii) the class and number of
shares of Common Stock which are beneficially owned by such stockholder on the
date of such stockholder notice and, to the extent known, by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder notice. At the request of the Board of Directors, any
person nominated by, or at the direction of, the Board for election as a
director at an annual meeting shall furnish to the Secretary of the Company that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Bylaws. If the presiding
officer at the meeting determines that a nomination was not made in accordance
with the terms of the Bylaws, he shall so declare at the annual meeting, and the
defective nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings of
the Board and through activities of its committees. During the year ended
December 31, 1996, the Board of Directors of the Company held five regular
meetings and one special meeting and the Board of Directors of the Bank held 12
regular meetings and no special meetings. No director attended fewer than 75% of
the total meetings of the Board of Directors of the Company and the Bank and
committees on which such director served during the fiscal year ended December
31, 1996.
The Audit Committee consists of the entire Board of Directors. The
Committee meets as needed to select independent auditor and to review audit
reports. The Committee further meets to review and approve internal controls for
financial reporting.
The Company's full Board of Directors act as a nominating committee for
selecting the management nominees for election as directors in accordance with
the Company's Bylaws. In its deliberations, the Nominating Committee considers
the candidate's knowledge of the banking business and involvement in community,
business and civic affairs. While the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited recommendations from
the Company's stockholders for nominees or, subject to the procedural
requirements set forth in the Company's Articles of Incorporation and Bylaws,
established any procedures for this purpose. During fiscal year 1996, the Board
of Directors met once as the Nominating Committee.
-8-
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
Directors Fees. For fiscal year 1996, each member of the Board of
Directors received an attendance fee of $1,100 per regular meeting. Committee
members received an additional $500 per meeting attended. No Committee fees are
paid to Board members who are employees. For the year ended December 31, 1996,
total fees paid by the Company and the Bank to directors were $188,000.
Directors also are provided with broad medical insurance coverage.
Directors Retirement and Consultation Plan. The Bank's Board adopted a
Directors' Consultation and Retirement Plan (the "Consultation Plan") on May 9,
1995. Such Consultation Plan provides retirement benefits to directors.
Management believes the Consultation Plan will help to insure that the Bank has
the continued services of these persons as directors to assist in the conduct of
the Bank's business affairs in the future. A director who has served as a
director for at least twenty years shall be a participant in the Consultation
Plan. A consulting director shall be paid a monthly retirement benefit under the
Consultation Plan equal to half of the director fee in effect at the time of
such retirement until the month following the date of death of the consulting
director. At the expiration of the period for which the participant is entitled
to benefits, his status as a consulting director shall cease. All benefits
payable under the plan will be paid by the Bank from current assets. There are
no tax consequences to either the director or the Bank prior to payment of
benefits. Upon receipt of payment of benefits, the director will recognize
taxable ordinary income in the amount of such payment received and the Bank will
be entitled to recognize a tax-deductible compensation expense. In addition, the
Bank has a policy of continuing medical benefits for its retired directors. For
the year ended December 31, 1996, no benefits were paid under the Consultation
Plan and approximately $45,000 was accrued as an expense for the Consultation
Plan and the continuation of such medical benefits.
Stock Awards. On July 9, 1996, the stockholders of the Company approved
the Little Falls Bancorp 1996 Stock Option ("1996 Stock Option Plan") and the
Little Falls Bank Management Stock Bonus Plan ("MSBP"). Pursuant to the terms of
the 1996 Stock Option Plan, each non-employee director (i.e., Directors Weite,
Seugling, Daniels, Parker, Barton and Kuiken) received on the date of
stockholder approval options to purchase 15,208 shares of Common Stock. Under
the MSBP, the same non-employee directors received 6,083 shares of restricted
stock on the date of stockholder approval. The options granted to these
non-employee directors become first exercisable at a rate of 20% one year from
the date of grant and 20% annually thereafter. Restricted stock granted to these
non-employee directors will vest 20% one year from the date awarded and an
additional 20% annually, thereafter.
-9-
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid to the chief executive officer during the fiscal year ended
December 31, 1996. All compensation paid to directors, officers and employees is
paid by the Bank. Except as listed below, no other executive officer received
cash compensation in excess of $100,000 during the fiscal year ended December
31, 1996.
Long Term Compensation
Annual Compensation(1) Awards
----------------------------------------- --------------------------
Securities
Restricted Underlying All
Name and Other Annual Stock Options/ Other
Principal Position Year Salary Bonus Compensation(2) Awards($) SARs(#) Compensation
- ------------------ ---- ------ ----- --------------- ---------- ------- ------------
John P. Pullara, 1996 $139,496 $10,000 $19,000 $ 193,906(4) 30,417(4) $ --
President and 1995 $129,012 $21,000 $10,600 -- -- --
CEO (3) 1994 120,432 16,000 -- -- -- --
Leonard G. Romaine, 1996 $ 89,420 $ 7,750 $15,000 $129,274(4) 30,417(4) --
President and CEO
- ---------------------
(1) All compensation set forth above was paid by the Bank.
(2) Consists of Board of Director's fees. For fiscal year 1996, there were no
(a) perquisites over the lesser of $50,000 or 10% of the named executive
officer's total salary and bonuses for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long term incentive plans prior to settlement
or maturity: (d) tax payment reimbursements; or (e) preferential discounts
on stock.
(3) President Pullara retired on October 5, 1996. President Romaine was
appointed on October 6, 1996.
(4) Messrs. Pullara and Romaine received awards of stock options and restricted
stock under the 1996 Stock Option Plan and MSBP, effective upon stockholder
approval of such plans at a special meeting of stockholders held on July 9,
1996. See "--Other Compensation -- 1996 Stock Option Plan" and
"--Management Stock Bonus Plan."
Employment Agreements. In December 1995, the Bank entered into an
employment agreement with John P. Pullara, President of the Bank ("Agreement").
The Agreement expired in December 1996. Mr. Pullara served to serve as President
of the Bank until October 5, 1996, at which time he retired as President of the
Bank and the Company. He continued as an employee through December 31, 1996. Mr.
Pullara's base compensation under the Agreement was approximately $129,000.
Under the Agreement, Mr. Pullara's employment may have been terminated by the
Bank for "just cause" as defined in the Agreement. If the Bank terminated Mr.
Pullara ("Employee") without just cause, Mr. Pullara would have been entitled to
a continuation of his salary from the date of termination through the remaining
term of the Agreement. In the event there was an involuntary termination of
employment in connection with any change in control of the Bank during the term
of the Agreement, Mr. Pullara would have been paid in a lump sum an amount equal
to 2.99 times the five year average of his annual compensation. In the event
there was a change in control at December 31, 1996, Mr. Pullara would have been
entitled to a lump sum payment of approximately $406,000. The Bank also entered
into a similar employment agreement with Leonard Romaine, Senior Vice President,
with a term of three years. Upon the retirement of Mr. Pullara as President, the
Board of Directors of the Company and the Bank appointed Mr. Romaine as
President of the Company and the Bank. The Bank also entered into employment
agreements with six officers of the Bank, with terms of two years and severance
protection upon a termination of employment following a change in control with
such payment equalling two times the current annual compensation of such
individuals. Upon a change in control, payment to all executive officers as a
group (seven persons), excluding Mr. Pullara, as of December 31, 1996, would
have equaled approximately $982,000.
-10-
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the year ended December 31,
1996 consisted of Directors Weite, Barton, Pullara and Seugling, all members of
the Board of Directors of the Company. Until October 5, 1996, Mr. Pullara was
the President and Director of the Company and the Bank. Mr. Pullara was not a
member of the Compensation Committee at December 31, 1996. Mr. Romaine was
appointed to the Compensation Committee in December 1996. Messrs. Pullara and
Romaine did not participate in matters involving their personal compensation.
Report of the Compensation Committee on Executive Compensation
The Bank Compensation Committee meets annually to review compensation paid
to the chief executive officer. The Committee reviews various published surveys
of compensation paid to employees performing similar duties for depository
institutions and their holding companies, with a particular focus on the level
of compensation paid by comparable stockholder institutions in and around the
Bank's market area, including institutions with total assets of between $100
million and $300 million. Although the Committee does not specifically set
compensation levels for executive officers based on whether particular financial
goals have been achieved by the Bank, the Committee does consider the overall
profitability of the Bank when making these decisions.
During the year ended December 31, 1996, John P. Pullara, President
received an increase in his base salary from $129,012 to $139,496 due to his
increased duties as a president of a publicly owned company. Upon Mr. Pullara's
retirement as President in October 1996, Leonard G. Romaine was appointed
President. Upon his appointment, Mr. Romaine was given an increase in base
salary from $79,976 to $89,420 for the same reasons given for Mr. Pullara's
increase. The Committee will consider the annual compensation paid to the
presidents and chief executive officers of publicly owned financial institutions
nationally, in the State of New Jersey and surrounding Northeastern states with
assets of between $100 million and $300 million and the individual job
performance of such individual in consideration of its specific salary increase
decision with respect to compensation to be paid to the president and chief
executive officers in the future.
Compensation Committee:
Albert J. Weite Edward J. Seugling
Raoul G. Barton Leonard G. Romaine
Other Compensation
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan, the ESOP, for the exclusive benefit of participating employees.
Participating employees are employees who have completed one year of service
with the Bank or its subsidiary and have attained the age 21.
The ESOP is to be funded by contributions made by the Bank in cash or the
Common Stock. Benefits may be paid either in shares of the Common Stock or in
cash. The ESOP borrowed funds with which to acquire 243,340 shares of the Common
Stock issued in the Conversion, representing 8.0% of the Common Stock
outstanding. The loan is secured by the shares purchased and earnings of ESOP
assets. Shares purchased with such loan proceeds will be held in a suspense
account for allocation among participants as the loan is repaid. This loan is
expected to be fully repaid in approximately 15 years. For the 1996 fiscal year,
the Bank recognized an expense of $178,000 regarding the ESOP.
-11-
The Board of Directors has appointed Directors Seugling, Barton and Parker
to serve as the ESOP Trustees. The ESOP Committee to administer the ESOP
consists of Mr. Pullara, Mr. Romaine and Ms. Talerico. The Board of Directors or
the ESOP Committee may instruct the ESOP Trustees regarding investments of funds
contributed to the ESOP. The ESOP Trustees must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Unallocated shares and allocated shares for which no timely direction is
received will be voted by the ESOP Trustees as directed by the Board of
Directors or the ESOP Committee, subject to the Trustees' fiduciary duties. At
December 31, 1996, no shares were allocated under the ESOP to participants.
1996 Stock Option Plan. The Company's Board of Directors has adopted the
1996 Stock Option Plan, which was approved by the Company's stockholders on July
9, 1996. Pursuant to the 1996 Stock Option Plan, a number of shares equal to 10%
of the Common Stock issued in the Company's initial public offering (i.e.,
304,175 shares of Common Stock) were reserved for issuance by the Company upon
exercise of stock options to be granted to officers, directors, and key
employees of the Company (or any present of future parent or subsidiary of the
Company), from time to time under the 1996 Stock Option Plan. The purpose of the
1996 Stock Option Plan is to provide additional incentive to certain officers,
directors, and key employees by facilitating their purchase of a stock interest
in the Company. The 1996 Stock Option Plan became effective on July 9, 1996 and
provides for a term of ten years, after which no awards may be made, unless
earlier terminated by the Board of Directors pursuant to the terms of the 1996
Stock Option Plan.
An initial grant of stock options under the 1996 Stock Option Plan was
made to officers, directors, and key employees upon the Company's receipt of
stockholder approval on July 9, 1996, and the option exercise price is the
closing price of the Common Stock on the date of stockholder approval. The
initial grant of stock options were the only options granted to officers,
directors, and key employees during the fiscal year ended December 31, 1996. As
of the Record Date, no stock options have been exercised pursuant to the 1996
Stock Option Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
- ---------------------------------------------------------------------------------------------------
Percent of Potential Realizable
Number of Total Options/ Value at Assumed
Securities SARs Granted Annual Rate of Stock
Underlying to Employees Exercise or Price Appreciation for
Options/SARs in Fiscal Base Price Option Term
Name Granted (#) Year ($/Sh) Expiration Date 5%($) | 10%($)
- ---------------------------------------------------------------------------------------------------
John P. Pullara 30,417 $10.625 July 9, 2006 $203,247 $515,063
Leonard G. Romaine 30,417 $10.625 July 9, 2006 $203,423 $515,063
-12-
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ----------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ----------------------------------------------------------------------------------------------
John P. Pullara 0 $0 10 $0 / $64,636
Leonard G. Romaine 10 $0 / $64,636
- -----------------
(1) Based on an exercise price of $10.625 and the closing price of the Common
Stock on December 31, 1996 of $12.75.
Management Stock Bonus Plan. The board of directors of the Bank has
adopted the MSBP as a method of providing executive officers and key employees
of the Bank with a proprietary interest in the Company in a manner designed to
encourage such persons to remain in the employment or service with the Bank.
Awards under the MSBP were made in recognition of prior and expected future
services to the Bank to those executive officers and key employees of the Bank
responsible for implementation of the policies adopted by the board of directors
of the Bank, the profitable operation of the Bank, and as a means of providing a
further retention incentive and direct link between compensation and the
profitability of the Bank. Awards under the MSBP vest at a rate of 20% per year
beginning on the anniversary date of the date of grant. An initial grant of
82,732 shares of restricted stock was made on July 9, 1996, the date of
stockholder approval of the MSBP. No additional awards of restricted stock under
the MSBP have been made since that time.
Defined Benefit Plan. The Bank has a defined benefit pension plan covering
substantially all of its employees. The benefits are based on years of service
and employees' compensation. The Bank's funding policy is to fund pension costs
accrued. Contributions are intended to provide not only for benefits attributed
to service to date but also for those expected to be earned in the future.
All full-time employees of the Bank are eligible to participate after one
year of service and attainment of age 21. A qualifying employee becomes fully
vested in the Pension Plan upon completion of five years service or when the
normal retirement age of 65 is attained. The Pension Plan is intended to comply
with the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual allowance payable under the
Pension Plan is equal to 25% of an employee's average monthly salary, up to
$650, plus 40% of average monthly salary in excess of $650, reduced for less
than 25 years of service, plus 1/4 of 1% of average monthly salary times years
of service. If benefits are paid prior to age 65, the benefit specified will be
reduced by 1/15 for each of the first five years and 1/30 for each of the next
five years and reduced actuarially for each additional year by which the
starting date of such benefit precedes age 65. There is a minimum monthly
benefit equal to 2% of monthly salary, times years of service up to 10 years.
The Pension Plan also provides for payments in the event of disability or death.
At December 31, 1996, Messrs. Pullara and Romaine had 42 and 27 years of
credited service under the Pension Plan. The Bank had a pension expense of
$208,000 for the fiscal year 1996. At December 31, 1996, the Pension Plan had
projected benefit obligations greater than plan assets of approximately
$697,000.
-13-
The following table shows the estimated annual benefits payable under the
Pension Plan in calendar year 1996 based on the respective employee's years of
benefit service and applicable average annual salary, as calculated under the
Pension Plan. Benefits under the Pension Plan are not subject to offset for
Social Security benefits.
Years of Benefit Service
------------------------
15 20 25 30 35
-- -- -- -- --
$ 20,000........... $ 4,848 $ 6,464 $ 8,080 $ 8,330 $ 8,680
40,000........... 10,398 13,864 17,330 17,830 18,330
60,000........... 15,948 21,264 26,580 27,330 28,080
80,000........... 21,498 28,664 35,830 36,830 37,830
100,000........... 27,048 36,064 45,080 46,330 47,580
120,000........... 32,598 43,464 54,330 55,830 57,330
150,000........... 40,823 54,564 68,205 70,080 71,955
Long Term Incentive Plans
The Company does not sponsor any long term incentive plans and made no
awards or payments under any such plans during the fiscal year ended December
31, 1996.
-14-
Performance Graph
Set forth below is a stock performance graph comparing the cumulative
total shareholder return on the Common Stock with (a) the cumulative total
stockholder return on stocks included in the Nasdaq Stock Market index and (b)
the cumulative total stockholder return on stocks included in the Nasdaq Bank
index, as prepared for Nasdaq by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 as of January 5, 1996 (the date of initial issuance of
the Common Stock). All of these cumulative total returns are computed assuming
the reinvestment of dividends. In the graph below, the periods compared were
January 5, 1996 and the Company's fiscal year end of December 31, 1996.
There can be no assurance that the Company's future stock performance will
be the same or similar to the historical stock performance shown in the graph
below. The Company neither makes nor endorses any predictions as to stock
performance.
[GRAPHIC OMITTED]
================================================
1/5/96 12/31/96
------------------------------------------------
CRSP Nasdaq U.S. Index $100.00 $131.00
------------------------------------------------
CRSP Nasdaq Bank Index $100.00 $120.00
------------------------------------------------
Little Falls Bancorp, Inc. $100.00 $113.00
================================================
-15-
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Except as indicated below, no directors, executive officers, or immediate
family members of such individuals were engaged in transactions with the Bank or
any subsidiary involving more than $60,000 during the year ended December 31,
1996. Furthermore, the Bank had no "interlocking" relationships existing during
the year ended December 31, 1996 in which (i) any executive officer is a member
of the Board of Directors/Trustees of another entity, one of whose executive
officers is a member of the Bank's Board of Directors, or where (ii) any
executive officer is a member of the compensation committee of another entity,
one of whose executive officers is a member of the Bank's Board of Directors.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive officers and directors of the Bank have been made in the ordinary
course of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. Recent
legislation permits savings institutions to make loans to executive officers,
trustees and principal shareholders ("insiders") on preferential terms, provided
the extension of credit is made pursuant to a benefit or compensation program of
the Bank that is widely available to employees of the Bank or its affiliates and
does not give preference to any insider over other employees of the Bank or
affiliate. All loans by the Bank to its directors and executive officers are
subject to OTS regulations restricting loans and other transactions with
affiliated persons of the Bank. Loans to executive officers and directors of the
Bank, the Company and their affiliates amounted to approximately $1,168,277 or
4.05% of the Bank's retained earnings at December 31, 1996.
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------
The Board of Directors has approved the selection of Radics & Co., LLC as
its auditor for the 1997 fiscal year, subject to ratification by the Company's
stockholders. A representative of Radics & Co., LLC is expected to be present at
the Meeting to respond to stockholders' questions and will have the opportunity
to make a statement if he or she so desires.
In the event the appointment of Radics & Co., LLC is not ratified by
stockholders, the Board of Directors will consider the results of the vote and
determine the next course of action.
Ratification of the appointment of the auditor requires the approval of a
majority of the votes cast affirmatively or negatively by the stockholders of
the Company at the Meeting. The Board of Directors recommends that stockholders
vote "FOR" the ratification of the appointment of Radics & Co., LLC as the
Company's auditor for the 1997 fiscal year.
-16-
- --------------------------------------------------------------------------------
ANNUAL REPORTS AND FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1996, as filed with the SEC, will be furnished without charge
to stockholders as of the record date upon written request to the Secretary,
Little Falls Bancorp, Inc., 86 Main Street, Little Falls, New Jersey 07424.
The Company's 1996 Annual Report to Stockholders, including financial
statements, will be mailed with this Proxy Statement on March 17, 1997 to all
stockholders of record as of the close of business on February 28, 1997. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, 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.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at 86
Main Street, Little Falls, New Jersey 07424, no later than November 18, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Anne Bracchitta
--------------------------------------------
Anne Bracchitta
Secretary
Little Falls, New Jersey
March 17, 1997
-17-
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects 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 March 17, 1997 and an Annual Report to Stockholders.
Please check here if you
Dated: , 1997 |_| plan to attend the 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.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
APPENDIX A
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 to ss. 240.14a-11(c) or ss. 240.14a-12
LITTLE FALLS BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
APPENDIX B
- --------------------------------------------------------------------------------
LITTLE FALLS BANCORP, INC.
86 MAIN STREET
LITTLE FALLS, NEW JERSEY 07424
(201) 256-6100
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 17, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Little Falls
Bancorp, Inc. (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 1997 Annual Meeting of Stockholders (the "Meeting"), to be held at the
main office of the Company, 86 Main Street, Little Falls, New Jersey on April
17, 1997, at 3:30 p.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below: |_| |_|
C. Evan Daniels
Norman A. Parker
Edward J. Seugling
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
2. The ratification of the appointment of FOR AGAINST ABSTAIN
Radics & Co., LLC as independent
auditors of Little Falls Bancorp, Inc., for
the fiscal year ending December 31, 1997. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS 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.
- --------------------------------------------------------------------------------