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:
[X] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LAKEVIEW FINANCIAL CORP.
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(Name of Registrant as Specified in Its Charter)
LAKEVIEW FINANCIAL CORP.
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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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[Letterhead of Lakeview Financial Corp.]
October 29, 1998
To Our Stockholders:
On behalf of the Board of Directors and management of Lakeview
Financial Corp. (the "Corporation"), I cordially invite you to attend the 1998
Annual Meeting of Stockholders to be held at The Valley Regency located at 1129
Valley Road, Clifton, New Jersey on Tuesday, November 24, 1998 at 10:00 a.m.,
Eastern time. The attached Notice of Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Meeting. During the Meeting, I will
also report on the operations of the Corporation. Directors and officers of the
Corporation, as well as representatives of KPMG Peat Marwick LLP, the
Corporation's independent public accountant, will be present to respond to any
questions stockholders may have.
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 Meeting, but will assure that your vote is counted if
you are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
------------------------------------------
Kevin J. Coogan
President and Chief Executive Officer
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07424
(973) 742-3060
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Lakeview Financial Corp. (the "Corporation"), will be held at The
Valley Regency, 1129 Valley Road, Clifton, New Jersey 07013 on Tuesday, November
24, 1998 at 10 a.m., Eastern time. The Meeting is for the purpose of considering
and acting upon the following matters:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors of the Corporation for the fiscal year
ending July 31 1999; and
3. The approval of a Certificate of Amendment to the
Corporation's Certificate of Incorporation increasing the
number of authorized shares of common stock, par value $2.00
per share, from 10,000,000 shares to 30,000,000 shares; and
4. 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 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.
Stockholders of record at the close of business on October 13, 1998, 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 CORPORATION A WRITTEN REVOCATION OR
A DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE
MEETING MAY REVOKE HIS PROXY AND VOTE PERSONALLY 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 PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Sandra L. Coulthart
Acting Secretary
Paterson, New Jersey
October 29, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. 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
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07424
(973) 742-3060
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ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 24, 1998
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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 Lakeview Financial Corp. (the
"Corporation") to be used at the 1998 Annual Meeting of Stockholders of the
Corporation (the "Meeting") which will be held at The Valley Regency, 1129
Valley Road, Clifton, New Jersey on Tuesday, November 24, 1998 at 10 a.m., local
time. The accompanying Notice of Meeting and this Proxy Statement are being
first mailed to stockholders on or about October 29, 1998.
At the Meeting, stockholders will consider and vote upon (i) the
election of three directors, (ii) the ratification of the appointment of KPMG
Peat Marwick LLP as independent auditors of the Corporation for the fiscal year
ending July 31, 1999; (iii) to approve a certificate of amendment to the
Corporation's Certificate of Incorporation increasing the number of authorized
shares of common stock, par value $2.00, from 10,000,000 shares to 30,000,000
shares, and (iv) such other matters as may properly come before the Meeting or
any adjournments thereof. The Board of Directors of the Corporation (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 delivered in person or mailed to the Secretary of the Corporation at the
address of the Corporation shown 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 of the Corporation 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. 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 October 13, 1998
("Record Date") are entitled to one vote for each share of common stock ("Common
Stock") then held. As of the Record Date, the Corporation had __________ shares
of Common Stock issued and outstanding.
The Certificate of Incorporation of the Corporation ("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 (as
such terms are defined in the Certificate of Incorporation), or which such
person or any of his or her affiliates has the right to acquire upon the
exercise of conversion rights or options and shares as to which such person or
any of his or her affiliates or associates have or share investment or voting
power, but neither any employee stock ownership or similar plan of the
Corporation or any subsidiary, nor any trustee with respect thereto or any
affiliate of such trustee (solely by reason of such capacity of such trustee),
shall be deemed, for purposes of the Certificate of Incorporation, to
beneficially own any Common Stock held under any such plan.
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 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 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 as set forth in Proposal
II, and the proposal to increase the number of common shares, as set forth in
Proposal III, by checking the appropriate box a shareholder may: (i) vote "FOR"
the item, (ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such item.
Unless otherwise required by law, Proposals II and III shall be determined by a
majority of the total votes cast affirmatively or negatively without regard to
(a) broker non-votes or (b) proxies for which the "ABSTAIN" box is selected as
to the matter.
Unless otherwise required by law, all other matters shall be determined
by a majority of the total votes cast affirmatively or negatively without regard
to (a) broker non-votes or (b) proxies for which the "ABSTAIN" box is selected
as to the 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 Record Date, persons or groups who own more
2
than 5% of the Common Stock and the ownership of all executive officers and
directors of the Corporation 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 Record Date.
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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Lakeview Savings Bank Employee 765,102 __________%
Stock Ownership Plan ("ESOP")
1117 Main Street
Paterson, New Jersey 07424(1)
Kevin J. Coogan, President 665,489 __________%
and Chief Executive Officer
989 McBride Avenue
Paterson, New Jersey 07503(2)
All Directors and Executive Officers 1,943,644 __________%
as a Group (9 persons)(3)
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(1) The ESOP purchased such shares for the exclusive benefit of ESOP
participants with funds borrowed from a third-party lender. For further
information with respect to voting and investment power regarding
shares held by the ESOP, see "Proposal I - Information with Respect to
Nominees for Directors; Directors Whose Terms Continue and Executive
Officers."
(2) Includes 664,918 shares over which Mr. Coogan has sole voting and
dispositive power, and 571 over which he holds joint voting and
dispositive power with his wife.
(3) Includes stock options to purchase 433,378 shares of Common Stock. Also
includes 66,280 shares of Common Stock held by the ESOP which are
allocated to executive officers. Excludes shares which are unallocated
to participating employees. For further information, see Proposal I -
"Information with Respect to Nominees for Directors; Directors Whose
Terms Continue and Executive Officers."
3
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Corporation'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, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Corporation.
Based upon a review of the copies of the forms furnished to the
Corporation, or written representations from certain reporting persons, the
Corporation believes that all Section 16(a) filing requirements applicable to
its executive officers and directors, were complied with during the fiscal year
ended July 31, 1998.
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PROPOSAL I
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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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
Corporation 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 each to serve for a
three-year term or until their successors have been elected and qualified.
Kevin J. Coogan, Michael R. Rowe and Vincent A. Scola have been
nominated by the Board of Directors to serve as directors. Messrs. Coogan, Rowe
and Scola are currently members of the Board and have been nominated for a
three-year term to expire in 2001. It is intended that the persons named in the
proxies solicited by the Board will vote for the election of the named nominees.
If any of the nominees are 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 the nominees might be
unavailable to serve.
The following table sets forth information with respect to the nominees
and the directors continuing in office, their name, age, the year they first
became a director of the Corporation or the Savings Bank, the expiration date of
their current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Each director of the Corporation is also a
member of the Board of Directors of the Savings Bank. Beneficial ownership of
executive officers and directors of the Corporation, as a group, is shown in the
table under "Voting Securities and Principal Holders Thereof."
4
Year First Common Stock Beneficially
Elected Term to Owned (2)
Name Age(1) Director Expire Shares % of Class
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
Kevin J. Coogan 49 1986 2001 665,489 (3)
Michael R. Rowe 48 1987 2001 197,212 (4)(11)
Vincent A. Scola 63 1995 2001 65,188 (5)
DIRECTORS CONTINUING IN OFFICE
Leo J. Costello 73 1955 1999 168,525 (6)(11)
Leo J. Dean 82 1981 1999 175,714 (7)(11)
Robert J. Davenport 60 1994 2002 52,880 (8)
Dennis D. Pedra 45 1994 2002 78,602 (8)
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Kevin M. McCloskey 40 -- -- 238,548 (9)
Anthony G. Gallo 45 -- -- 235,845 (10)
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(1) At July 31, 1998.
(2) As of Record Date, October 13, 1998.
(3) Includes 664,918 shares over which Mr. Coogan has sole voting and
dispositive power and 571 shares over which he holds in joint ownership
with his wife.
(4) Includes 34,248 shares which may be purchased through the exercise of stock
options.
(5) Includes 35,460 shares which may be purchased through the exercise of stock
options and 9,278 shares which he holds in joint ownership with his wife.
(6) Includes 121,218 shares which may be purchased through the exercise of
stock options and includes 10,000 shares over which Mr. Costello has shared
voting and investment power as co-trustee of the Lakeview Savings Bank
Pension Plan.
(7) Includes 101,890 shares which may be purchased through the exercise of
stock options and 19,964 shares which Mr. Dean holds in joint ownership
with his wife.
(8) Includes 35,460 shares which may be purchased through the exercise of stock
options.
(9) Includes 237,750 shares over which Mr. McCloskey has sole voting and
investment power and 798 shares over which he has beneficial ownership.
(10) Includes 219,251 shares over which Mr. Gallo has sole voting and
dispositive power, 6,594 shares over which he exercises shared voting and
dispositive power with his spouse. Also, includes 10,000 shares over which
Mr. Gallo has shared voting and dispositive power as a co-trustee of the
Lakeview Savings Bank Pension Plan.
(11) Excludes 765,102 shares of Common Stock held under the ESOP for which such
individual serves as either a member of the ESOP Committee or as an ESOP
Trustee. Such individual disclaims beneficial ownership with respect to
shares held in a fiduciary capacity. The ESOP purchased such shares for the
exclusive benefit of ESOP participants with funds borrowed from a third
party lender. 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 Messrs. Rowe,
Costello, and Dean to serve on the ESOP Committee and to serve as ESOP
Trustees. The ESOP Committee or the Board instructs the ESOP Trustee
regarding investment of ESOP plan assets. The ESOP Trustees must vote all
shares allocated to participant accounts under the ESOP as directed by ESOP
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.
5
Biographical Information
The principal occupation during the past five years of each nominee and
director of the Corporation is set forth below.
Kevin J. Coogan has been the President and Chief Executive Officer of
the Savings Bank since 1986. Mr. Coogan began his service as an officer with the
Savings Bank in 1982. Mr. Coogan has served as a director since 1987.
Michael R. Rowe has served as a director of the Savings Bank since
1987. Mr. Rowe has been President of the New Jersey Nets since 1996. Prior to
this position Mr. Rowe served as the General Manager of the New Jersey Sports
and Exhibition Authority, which properties include Giant Stadium, the
Meadowlands Arena and Racetrack.
Vincent A. Scola was appointed to the Board of Directors in January
1995. Mr. Scola retired from his position as Senior Vice President of First
Fidelity Bank, Newark, New Jersey in 1994.
Leo J. Costello has been a director of the Savings Bank since 1955 and
was the President and Chief Executive Officer of the Savings Bank from 1959 and
1986. Mr. Costello has served as the Chairman of the Board since 1986.
Leo J. Dean has been a director of the Savings Bank since 1981. He is
the retired owner of an automotive parts and service business and has also
worked with civic organizations.
Robert J. Davenport currently serves as the Executive Director of the
Passaic Valley Sewerage Commissioners, a public company. He has been employed by
the Passaic Valley Sewerage Commissioners since 1972.
Dennis D. Pedra has served as the President and CEO of N.E. Restaurant
Co. located in Westborough, Massachusetts, a 30 unit restaurant company since
1991.
Executive Officers Who Are Not Directors
Kevin M. McCloskey has been the Vice President and Chief Operating
Officer of the Savings Bank since 1989. In 1984, Mr. McCloskey began his
services with the Savings Bank as an officer.
Anthony G. Gallo has been the Vice President and Chief Financial
Officer of the Savings Bank since 1989.
Nominations for Directors
Pursuant to Article II, Section 15 of the Corporation's Bylaws,
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to a notice in writing to the Secretary of the
Corporation that is delivered to, or mailed and received at, the principal
executive offices of the Corporation not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders of
the Corporation; provided, however, that with respect to the first scheduled
annual meeting, notice by the stockholder must be so delivered or received no
later than the close of business on the tenth day following the day on which
notice of the date of the scheduled meeting
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must be delivered or received no later than the close of business on the fifth
day preceding the date of the meeting.
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; and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Corporation'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 Corporation 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
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 Corporation's Board of Directors conducts its business through
meetings of the Board, Board committees and committees of the Savings Bank.
During the fiscal year ended July 31, 1998, the Board of Directors of the
Corporation held twelve (12) regular meetings and two (2) special meetings. No
director attended fewer than 75% of the total meetings of the Board of Directors
of the Corporation and the Savings Bank and committees on which such director
served during the fiscal year ended July 31, 1998.
The Personnel and Salary Committee consists of Leo J. Dean (Chairman)
and Messrs. Pedra and Rowe. This standing committee determines the compensation
and benefits of all officers and employees of the Corporation and Savings Bank.
During fiscal 1998, the Personnel and Salary Committee met one time.
The Audit and Control Committee consists of Michael R. Rowe (Chairman)
and Messrs. Davenport and Scola. This standing committee meets quarterly and
reviews the actions and reports of the internal audit department, and the
independent auditor. The Committee also provides direction to the internal
auditor. During fiscal 1998, this committee met four times.
The Corporation's full Board of Directors acts as a Nominating
Committee. This non-standing committee met once during the 1998 fiscal year.
7
Director Compensation
Directors' Fees. During the fiscal year ended July 31, 1998, each
member of the Board of Directors of the Corporation received $500 per meeting
upon attendance. Members of the Board of Directors of the Savings Bank receive
an annual retainer of $15,000. The Chairman of the Board of the Savings Bank
received an annual retainer fee of $27,500. No additional fees are paid for
committee meetings. Directors emeritus receive a fee of $5,000 per year. For the
year ended July 31, 1998, the Corporation paid a total of $160,000 in directors'
fees.
Executive Compensation
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
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Securities All Other
Fiscal Other Annual Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Compensation(1) Options(#) ($)
- ----------------------------- ------- ---------- --------- --------------- -------------- ------------
Kevin J. Coogan 1998 350,000 60,610 - 156,650 (2)
President, and Chief Executive 1997 300,000 62,700 -- 4,000 147,377 (3)
Officer 1996 270,000 50,000 -- 15,400 116,736 (4)
Kevin M. McCloskey 1998 173,000 30,305 - 61,424 (2)
Vice President and 1997 148,000 31,350 -- 4,000 97,790 (3)
Chief Operating Officer 1996 133,000 25,000 -- 15,400 69,848 (4)
Anthony G. Gallo 1998 162,000 30,305 - 53,406 (2)
Vice President and 1997 137,000 31,350 -- 4,000 92,201 (3)
Chief Financial Officer 1996 122,000 25,000 -- 15,400 65,440 (4)
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(1) Except as otherwise disclosed, for fiscal years 1998, 1997 and 1996,
there were no (a) prerequisites over the lesser of $50,000 or 10% of
any of such executive officers' total salary and bonus 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 of maturation; (d) tax payment
reimbursement; or (e) preferential discounts on stock.
(2) Includes the value of 1,085 shares allocated under the ESOP for each
named executive officer, which had a market value of $23.50 per share
at July 31, 1998. Also includes $131,152, $35,926, and $27,908 of
accrued benefits under the SERP Plan for Messrs. Coogan, McCloskey and
Gallo, respectively.
(3) Includes the value of 4,848 shares allocated under the ESOP for each
named executive which had a market value of $16.50 per share at July
31, 1997. Also includes $67,385, $17,798, and $12,209 of accrued
benefits under the SERP Plan for Messrs. Coogan, McCloskey and Gallo,
respectively.
(4) Includes the value of 5,464 shares allocated under the ESOP for each
named executive which had a market value of $10.25 per share at July
31, 1996. Also includes $60,730, $13,842, and $9,434 of accrued
benefits under the SERP Plan for Messrs. Coogan, McCloskey and Gallo,
respectively.
Employment Agreements
The Savings Bank entered into employment agreements (the "Agreements")
with Messrs. Coogan, McCloskey and Gallo for terms of three years, renewable
monthly. Under the Agreements, the employees may be terminated for "just cause"
as defined in the Agreements. If the employees are terminated "without just
cause," the employees are entitled to a continuation of salary for a period of
8
three years thereafter. In the event of the termination of employment in
connection with any change of control of the Savings Bank, the employees will be
paid a lump sum amount equal to 2.99 times the prior five year average of the
employees' annual taxable compensation. In the event of a change in control at
July 31, 1998, and subsequent termination of employment, Messrs. Coogan,
McCloskey, and Gallo would have been entitled to severance payments of
approximately $1,047,000, $517,000, and $484,000, respectively.
Benefits
Pension Plan. The Savings Bank sponsors a tax-qualified defined benefit
pension plan (the "Pension Plan"). All full-time employees of the Savings 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 of service. 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 (age 62). The annual benefit payable as a life
annuity under the Pension Plan is equal to the sum of the participants accrued
benefit as of January 31, 1995, and the benefit which can be provided by the
actuarial accumulations of the contributions made on the participant's behalf
each year. For Participant's with one to five years of service, the contribution
is equal to 2.25% of compensation up to the Social Security taxable wage base
for the plan year of reference plus 4.5% of compensation in excess of the Social
Security taxable wage base for the plan year of reference. For participants with
six to ten years of service, the contribution is equal to 3.00% of compensation
up to the Social Security taxable wage base for the plan year of reference plus
6.00% of compensation in excess of the Social Security taxable wage base for the
plan year of reference. For participants with more than ten years of service,
the contributions equal to 4.00% of compensation up to the Social Security
taxable wage base for the plan year of reference plus 8.00% of compensation in
excess of the Social Security Taxable Wage Base for the plan year of reference.
A participant may elect an early retirement at age 60 with 20 years of service
and may elect to receive a reduced monthly benefit. At July 31, 1998, Messrs.
Coogan, McCloskey, and Gallo had 15, 13 and 9 years of credited service,
respectively, under the Pension Plan. Upon normal retirement at age 62, Messrs.
Coogan, McCloskey, and Gallo would each receive an annual benefit of $62,957,
$80,430, and $48,257, respectively.
Supplemental Executive Retirement Plan. The Savings Bank has adopted a
supplemental executive retirement plan ("SERP") for the benefit of Messrs.
Coogan, McCloskey and Gallo. The purpose of the SERP is to furnish each
participant with supplemental post-retirement benefits in addition to those
which will be provided under the Savings Bank's pension plan and other
retirement benefits. The SERP will provide a supplemental benefit necessary to
furnish the pension benefits based upon the formula contained in the Pension
Plan, without regard to the limitations under the Code regarding maximum
benefits levels. Payments under the SERP will be accrued for financial reporting
purposes based upon the vesting of such benefits. The SERP shall be unfunded.
There are no tax consequences to either the participant or the Savings Bank
related to the SERP prior to payment of benefits. Upon receipt of payment of
benefits, the participant will recognize taxable ordinary income in the amount
of such payments received and the Savings Bank will be entitled to recognize a
tax-deductible compensation expense at that time. Benefits under the SERP shall
be immediately payable upon death or disability of the participant, or upon
termination of participant within one year of a change in control of the Savings
Bank. Upon normal retirement at age 62, Messrs. Coogan, McCloskey and Gallo
would each receive an annual benefit of $247,155, $162,191, and $70,615,
respectively.
9
Stock Option Plan. In connection with the Savings Bank's conversion
from mutual to stock form in December 1993 (the "Conversion") and acquisition of
the outstanding stock of the Bank by the Corporation, (the "Reorganization"),
the Corporation's Board of Directors adopted the 1993 Stock Option Plan (the
"Option Plan"), which was ratified by stockholders of the Corporation on May 26,
1994 at a special meeting of stockholders. Pursuant to the Option Plan, 539,382
shares of Common Stock are reserved for issuance upon exercise of stock options
granted or to be granted to officers, directors and key employees of the
Corporation from time to time. The purpose of the Option Plan is to provide
additional incentive to certain officers, directors and key employees by
facilitating their purchase of a stock interest in the Corporation. The Option
Plan, which became effective upon the Reorganization, provides for a term of ten
years, after which no awards may be made, unless earlier terminated by the Board
of Directors pursuant to the Option Plan. Options become immediately vested in
the event of death, disability or a "change-in-control" of the Corporation or
the Savings Bank. Each named executive officer did not receive any stock options
during fiscal 1998.
Option/SAR Exercises and Fiscal Year End Value Table
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
--------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#) at -End ($) (1)
------------- ---------------
Shares Acquired Exercisable/ Exercisable
Name on Exercise (#) Value Realized ($) (1) Unexercisable Unexercisable
- ---- --------------- ---------------------- -------------- ---------------
Kevin J. Coogan 260,876 5,031,841 0 / 0 0
Kevin M. McCloskey 98,024 1,817,142 0 / 0 0
Anthony G. Gallo 98,024 1,817,142 0 / 0 0
- ------------------------------
(1) Based upon the closing price of the Common Stock as of July 31, 1998 of
$23.50 per share.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Corporation consists of Director Dean
- - Chairman, and Directors Pedra and Rowe. The committee serves as the
Compensation Committee for the Savings Bank. Members of the committee are
non-employee directors of the Corporation and the Savings Bank. The committee
meets annually to review the performance of the Savings Bank's officers and
employees, and to determine compensation programs and salary actions for the
Savings Bank and its personnel.
Board Compensation Committee Report on Executive Compensation
The Savings Bank's Compensation Committee met once during the fiscal
year ended July 31, 1998 to review compensation paid to executive officers and
to determine the level of any increases in the salary budget for executive
officers to take effect during the following year. As to each executive officer,
the committee first considers recommendations presented by the Chief Executive
Officer. The committee reviews various published surveys of compensation paid to
executives performing similar duties for depository institutions and their
holding companies, with a particular focus on the level of compensation
10
paid by comparable institutions in and around the Savings Bank's market area.
During the fiscal year ended July 31, 1998, the committee looked at institutions
with total assets of $300 million to $600 million. Although the committee does
not set compensation levels for executive officers based on whether particular
financial goals have been achieved by the Corporation, the committee does
consider the overall profitability of the Corporation when making these
decisions. With respect to each particular executive officer, his or her
particular contributions to the Corporation over the past year are also
evaluated.
The Compensation Committee has the following goals for compensation
programs impacting the executive officers of the Corporation and the Bank:
o to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the future value of the
Corporation's stock:
o to retain the executive officers who have led the Corporation to
build its existing market franchise and to allow the Bank to attract high
quality executive officers in the future by providing total compensation
opportunities which are consistent with competitive norms of the industry and
the Corporation's level of performance; and
o to maintain reasonable fixed compensation costs by targeting base
salaries at a competitive average.
For the fiscal year ended July 31, 1998, Kevin J. Coogan, President and
Chief Executive Officer, received an increase in salary from $300,000 to
$350,000, Kevin McCloskey, Vice President and Chief Operating Officer received
an increase in salary from $148,000 to $173,000, and Anthony G. Gallo, Vice
President and Chief Financial Officer received an increase from $137,000 to
$162,000. Messrs. Coogan, McCloskey and Gallo received awards of stock options,
as disclosed in the Summary Compensation Table. The committee considered the
annual compensation paid to chief executive officers of financial institutions
with assets of $300 million to $600 million and the individual job performance
of such other executive officers in consideration of its specific salary
increase decision with respect to compensation paid to Messrs. Coogan, McCloskey
and Gallo.
The Compensation Committee is comprised of Messrs. Dean - Chairman,
Pedra, and Rowe.
Performance Graph
Set forth on the following page 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 $100 as of December 22, 1993 (the date of
initial issuance of the Common Stock). All of these cumulative total returns are
computed assuming the reinvestment of dividends.
11
There can be no assurance that the Corporation's stock performance will
continue into the future with the same or similar trends depicted in the graph
below. The Corporation will not make nor endorse any predictions as to future
stock performance.
[GRAPHIC OMITTED]
1993 ($) 1994 ($) 1995 ($) 1996 ($) 1997 ($) 1998 ($)
--------- -------- -------- -------- -------- --------
CRSP Nasdaq U.S. Index 100.00 93.19 130.86 142.55 210.42 248.25
CRSP Nasdaq Bank Index 100.00 108.12 126.11 154.83 263.88 329.77
Lakeview Financial Corp. 100.00 170.18 199.10 256.38 458.11 657.38
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Savings Bank has followed a policy of not granting loans to
officers, directors and employees. However, loans may be made to members of the
immediate families of officers, directors and employees. The loans have been
made in the ordinary course of business and on substantially the same terms and
conditions, including interest rates and collateral, that apply to the Savings
Bank's other customers, and do not involve more than the normal risk of
collectibility, or present other unfavorable features.
12
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PROPOSAL II
RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
KPMG Peat Marwick LLP was the Corporation's independent public
accountant for the 1998 fiscal year. The Board of Directors of the Corporation
presently intends to renew the Corporation's arrangement with KPMG Peat Marwick
LLP to be its auditors for the fiscal year ended July 31, 1999. A representative
of KPMG Peat Marwick LLP is expected to be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if the
representative so desires.
Ratification of the appointment of the auditors requires the approval
of a majority of the votes cast by the stockholders of the Corporation at the
Meeting. The Board of Directors recommends the stockholders vote FOR" the
ratification of the appointment of the KPMG Peat Marwick LLP as the
Corporation's auditors for the fiscal year ended July 31, 1999.
- --------------------------------------------------------------------------------
PROPOSAL III
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
- --------------------------------------------------------------------------------
The Board of Directors approved a proposal to amend the Corporation's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 10,000,000 shares to 30,000,000 shares and further decreed
that the proposal be submitted to the shareholders with the recommendation that
the amendment be approved. The text of the proposed amendment is set forth in
Appendix A to this Proxy Statement.
At this time, the Corporation has no present plans, understandings, or
agreements for the issuance or use of the proposed additional shares of Common
Stock. Nevertheless, the Board of Directors believes that the proposal is
desirable so that, as the need may arise, the Corporation will have more
financial flexibility and be able to issue shares of Common Stock, without the
expense and delay of a special shareholders' meeting, in connection with future
opportunities for expanding the business through investments or acquisitions,
possible stock splits or stock dividends, equity financing, management incentive
and employee benefit plans, and for other general corporate purposes.
Authorized but unissued shares of the Corporation's Common Stock may be
issued at such times, for such purposes and for such consideration as the Board
of Directors may determine to be appropriate without further authority from the
Corporation's stockholders, except as otherwise required by applicable corporate
law or stock exchange policies.
Approval of this proposal requires an affirmative vote of at least a
majority of the votes cast by the shareholders of the Corporation at the
Meeting. The Board of Directors recommends a vote "FOR" the adoption of the
Certificate of Amendment to the Certificate of Incorporation.
- --------------------------------------------------------------------------------
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
The audited financial statements of the Corporation for the fiscal year
ended July 31, 1998, prepared in conformity with generally accepted accounting
principles, are included in the Corporation's
13
1998 Annual Report to Stockholders, which accompanies this Proxy Statement. Any
stockholder who has not received a copy of the Corporation's Annual Report may
obtain a copy by writing to the Secretary of the Corporation. The Annual Report
is not to be treated as a part of the Corporation's proxy solicitation materials
or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Corporation'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 Corporation's
executive offices at 989 McBride Avenue, West Paterson, New Jersey, 07424, no
later than July 1, 1999.
In the event the Corporation receives notices of a stockholder proposal
to take action at next year's annual meeting of stockholders that is not
submitted for inclusion in the Corporation's proxy material, or is submitted for
inclusion but is properly excluded from the proxy material, the persons named in
the proxy sent by the Corporation to its stockholders intend to exercise their
discretion to vote on the stockholder proposal in accordance with their best
judgment if notice of the proposal is not received at the Corporation's main
office by July 1, 1999. The Articles of Incorporation provide that if notice of
a stockholder proposal to take action at next year's annual meeting is not
received at the Corporation's main office by July 1, 1999, the proposal will not
be eligible for presentation at the meeting.
- --------------------------------------------------------------------------------
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 person or persons voting the proxies.
- --------------------------------------------------------------------------------
SOLICITATION OF PROXIES
- --------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation 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. In addition to solicitations
by mail, directors, officers, and regular employees of the Corporation may
solicit proxies personally or by telegraph or telephone without payment of
additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Sandra L. Coulthart
Acting Secretary
Paterson, New Jersey
October 29, 1998
14
Appendix A
DESCRIPTION OF THE AMENDMENT
TO CERTIFICATE OF INCORPORATION
The opening paragraph of Article VII of the Corporation's Certificate
of Incorporation, which paragraph now reads as follows:
The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 10,000,000 shares of common stock,
$2.00 par value per share. The shares may be issued by the Corporation from time
to time as approved by the board of directors of the Corporation without the
approval of the stockholders except as otherwise provided in this Certificate or
the rules of a national securities exchange if applicable. The consideration for
the issuance of the shares shall be paid to or received by the Corporation in
full before their issuance and shall not be less than the par value per share.
The consideration for the issuance of the shares may be paid in whole or in
part, in cash, real property, in tangible or intangible personal property,
including stock of another corporation, in labor or services actually performed
for the corporation or in its formation, or as otherwise permitted by New Jersey
law. In the absence of actual fraud in the transaction, the judgment of the
board of directors or the stockholders as the case may be as to the value of
such consideration shall be conclusive. Upon payment of such consideration such
shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, the part of the surplus of the Corporation which is transferred
to stated capital upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for their issuance.
shall be amended so that from and after adoption of the Amendment, said
paragraph shall read as follows:
The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 30,000,000 shares of common stock,
$2.00 par value per share. The shares may be issued by the Corporation from time
to time as approved by the board of directors of the Corporation without the
approval of the stockholders except as otherwise provided in this Certificate or
the rules of a national securities exchange if applicable. The consideration for
the issuance of the shares shall be paid to or received by the Corporation in
full before their issuance and shall not be less than the par value per share.
The consideration for the issuance of the shares may be paid in whole or in
part, in cash, real property, in tangible or intangible personal property,
including stock of another corporation, in labor or services actually performed
for the corporation or in its formation, or as otherwise permitted by New Jersey
law. In the absence of actual fraud in the transaction, the judgment of the
board of directors or the stockholders as the case may be as to the value of
such consideration shall be conclusive. Upon payment of such consideration such
shares shall be deemed to be fully paid and nonassessable. In the case of a
stock dividend, the part of the surplus of the Corporation which is transferred
to stated capital upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for their issuance.
APPENDIX B
- --------------------------------------------------------------------------------
LAKEVIEW FINANCIAL CORP.
1117 MAIN STREET
PATERSON, NEW JERSEY 07424
(973) 742-3060
ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
November 24, 1998
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Lakeview
Financial Corp. ("Corporation"), 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 Corporation which the undersigned is entitled to
vote at the Annual Meeting of Stockholders ("Meeting"), to be held at The Valley
Regency, 1129 Valley Road, Clifton, New Jersey, on Tuesday, November 24, 1998 at
10 a.m., and at any and all adjournments thereof, as follows:
VOTE FOR VOTE WITHHELD
-------- -------------
1. The election as a director of the three
nominees listed below for terms to |_| |_|
expire in 2001 (except as marked to the
contrary).
Kevin J. Coogan
Michael R. Rowe
Vincent A. Scola
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of
KPMG Peat Marwick LLP as
independent auditors for the |_| |_| |_|
Corporation for the fiscal year ending
July 31, 1999.
3. The approval of a Certificate of
Amendment to the Corporation's Certificate |_| |_| |_|
of Incorporation increasing the number of
authorized shares of Common Stock to 30,000,000 shares.
The Board of Directors recommends a vote "FOR" the above listed
proposition.
- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE 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
Corporation 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 notifying the Secretary of the
Corporation of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of the Meeting, a Proxy Statement dated
October 29, 1998, and the 1998 Annual Report to Stockholders.
Dated: , 1998
----------------
- ---------------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ---------------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. 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.
- --------------------------------------------------------------------------------