SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
1ST BERGEN BANCORP
- --------------------------------------------------------------------------------
(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)(4) 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:*
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4) Proposed maximum aggregate value of transaction:
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[ ] 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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4) Date Filed:
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1ST BERGEN BANCORP
250 Valley Boulevard
Wood-Ridge, New Jersey 07075
April 9, 1998
Dear 1st Bergen Bancorp Shareholder:
You are cordially invited to attend the annual meeting of shareholders (the
"Annual Meeting") of 1st Bergen Bancorp (the "Company") to be held on April 28,
1998, at 10:00 a.m., at the Fiesta, Route 17 South, Wood-Ridge, New Jersey
07075.
At the Annual Meeting, shareholders will be asked to elect two members to
the Board of Directors, each to serve for three-year terms of office. The Board
of Directors of the Company unanimously recommends that you vote "FOR" the
election of the two directors.
Your cooperation is appreciated since a majority of the common stock must
be represented, either in person or by proxy, to constitute a quorum for the
conduct of business. Whether or not you expect to attend, please sign, date and
return the enclosed proxy card promptly in the postage-paid envelope provided so
that your shares will be represented.
On behalf of the Board of Directors and all of the employees of the
Company, I thank you for your continued interest and support.
Sincerely yours,
WILLIAM M. BRICKMAN
President and Chief Executive Officer
1ST BERGEN BANCORP
250 Valley Boulevard
Wood-Ridge, New Jersey 07075
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1998
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of 1st Bergen Bancorp (the "Company") will be held on April 28, 1998,
at 10:00 a.m., at the Fiesta, Route 17 South, Wood-Ridge, New Jersey 07075.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. Election of two directors each to three-year terms of office; and
2. Such other matters as may properly come before the Annual Meeting and
at any adjounments thereof, including whether or not to adjourn the
meeting.
The Board of Directors has established April 1, 1998, as the record date
for the determination of shareholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only record holders of
the common stock of the Company as of the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors
ROBERT C. MAISON
Secretary
Wood-Ridge, New Jersey
April 9, 1998
1ST BERGEN BANCORP
250 Valley Boulevard
Wood-Ridge, New Jersey 07075
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1998
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SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of 1st Bergen
Bancorp (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the annual meeting of shareholders (the
"Annual Meeting") to be held on April 28, 1998, at 10:00 a.m., at the Fiesta,
Route 17 South, Wood-Ridge, New Jersey 07075 and on any adjournments thereof. A
proxy card accompanies this Proxy Statement, which is first being mailed to
record holders on or about April 9, 1998.
Regardless of the number of shares of common stock owned, it is important
that you vote by completing the enclosed proxy card and returning it signed and
dated in the enclosed postage-paid envelope. Shareholders are urged to indicate
their vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE
DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY
CARDS WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
NAMED IN THIS PROXY STATEMENT.
Other than the matters set forth in the attached Notice of Annual Meeting
of Shareholders, the Board of Directors knows of no additional matters that may
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and on any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a beneficial owner
whose shares are not registered in your own name, you will need appropriate
documentation from your record holder to vote personally at the Annual Meeting.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by Directors, Officers and other employees of the Company and
South Bergen Savings Bank (the "Bank"), its wholly owned subsidiary, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below.
The close of business on April 1, 1998, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,729,435 shares.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
ten percent (l0%) of the outstanding shares of Common Stock (the "Limit") are
not entitled to any vote with respect to the shares held in excess of the Limit.
A person or entity is deemed to beneficially own shares owned by an affiliate
of, as well as by persons acting in concert with, such person or entity. The
Company's Certificate of Incorporation authorizes the Board of Directors (i) to
make all determinations necessary to implement and apply the Limit, including
determining whether persons or entities are acting in concert, and (ii) to
demand that any person who is reasonably believed to beneficially own stock in
excess of the Limit supply information to the Company to enable the Board of
Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after giving
effect to the Limit described above, if applicable) is necessary to constitute a
quorum at the Annual Meeting. In the event that there are not sufficient votes
for a quorum, or to approve or ratify any matter being presented at the time of
the Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder to vote "FOR" the election of the nominees
proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote for one
or more of the nominees being proposed. Under New Jersey law and the Company's
Bylaws, directors are elected by a plurality of votes cast, without regard to
either broker non-votes, or proxies as to which authority to vote for one or
more of the nominees being proposed is withheld.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed by
the Company to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
regarding such ownership filed by such persons with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Other than those persons listed below, the Company is not aware of any
person, as such term is defined in the Exchange Act, that owns more than 5% of
the Company's Common Stock as of the Record Date.
Amount and
Nature of Percent
Name and Address Beneficial of
Title of Class of Beneficial Owner Ownership Class
- -------------- ------------------- --------- -----
Common Stock ... South Bergen Savings Bank 253,920(1) 9.30%
Employee Stock Ownership Trust ("ESOP")
250 Valley Boulevard
Wood-Ridge, NJ 07075
Common Stock ... Bay Pond Partners, L.P. (together with its 243,200 8.91%
general partner, Wellington Hedge
Management Limited Partnership
and its general partner
Wellington Hedge Management, Inc.)
75 State Street
Boston, MA 02109
Common Stock ... Fidelity Management & Research Co. 235,000 8.61%
82 Devonshire Street
Boston, MA 02109-3614
Common Stock ... First Manhattan Co. 232,200 8.51%
437 Madison Avenue
New York, NY 10022
Common Stock ... Janus Capital Corporation 192,125 7.03%
100 Fillmore Street
Denver, CO 80206
Common Stock ... Wellington Management Company, LLP 184,435 6.76%
75 State Street
Boston, MA 02109
- ----------
(1) The Board of Directors has appointed Messrs. Brickman, Gossweiler, Mason
and Miller to serve as the ESOP Administrative Committee. Associated
Actuaries has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee must vote all allocated shares held in the ESOP
in accordance with the instructions of the participants. Under the ESOP,
unallocated shares will be voted by the ESOP Trustee and shares allocated
to participant's accounts who do not provide voting instructions to the
ESOP Trustee will be voted by the ESOP Trustee in the best interest of the
participants and beneficiaries in accordance with the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
3
PROPOSAL TO BE VOTED ON AT THE MEETING
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of seven directors
and is divided into three classes. Each of the seven members of the Board of
Directors of the Company also presently serve as directors of the Bank.
Directors are elected for staggered terms of three years each, with the term of
office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The two nominees proposed for election at this Annual Meeting are Bernard
Leung and Richard R. Masch.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that any of the persons named will
be unable or unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS
WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD,
IF EXECUTED AND RETURNED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of the Record Date, the names of the
nominees and those Directors whose terms continue beyond the Annual Meeting and
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the year
in which each became a director of the Company or the Bank, and the year in
which their terms (or in the case of the nominees, their proposed terms) as
Director of the Company expire. The table also sets forth the amount of Common
Stock and the percent thereof beneficially owned by each and all Directors and
Executive Officers as a group as of March 20, 1998.
4
Shares of
Expiration Common Stock
Name and Principal Occupation at Director of Term Beneficially Percent
Present and for Past Five Years Age Since(1) as Director Owned (2)(3) of Class
- -------------------------------- ------ -------- ----------- ------------ --------
NOMINEES
Richard R. Masch, Director; retired, 71 1991 2001 16,348 0.60%
formerly Vice President of D.K
Dickson, Inc., an aerospace firm
Bernard Leung, M.D., Director; retired 74 1978 2001 10,948 0.39%
from the active practice of medicine
since 1993. Previously, a practicing
physician in Wood-Ridge and
Hasbrouck Heights, New Jersey
CONTINUING DIRECTORS
James W. Mason, Chairman, Senior 72 1985 1999 27,348(4) 1.00%
Partner in the firm of Mason
Helmstetter Associates, a real estate
appraisal and consulting firm
Robert C. Miller, Director; retired 66 1990 1999 12,216 0.45%
for more than 5 years
William M. Brickman; President, Chief 57 1992 1999 50,240(5) 1.83%
Executive Officer and Director of the
Company; President and Chief
Executive Officer of the Bank since 1992
Kathleen Fisher, Director; served as 73 1989 2000 8,348 0.30%
an employee of the Bank for more than
50 years, retired as a Vice President
in 1992
Robert O'Neill, Director and Vice 61 1990 2000 5,600 0.20%
President of the Bank; employed by
the Bank since 1957 and has been a
Vice President since 1992
EXECUTIVE OFFICERS OF THE COMPANY,
NAME AND POSITION WITH COMPANY
Albert E. Gossweiler, Executive Vice 50 -- -- 28,131(6) 1.03%
President and Chief Financial Officer
Robert C. Maison, Senior Vice 55 -- -- 13,059(7) 0.48%
President and Secretary
STOCK OWNERSHIP OF ALL DIRECTORS AND EXECUTIVE OFFICERS -- 172,238 6.28%
OF THE COMPANY AS A GROUP (9 PERSONS)
- -------------
(1) Includes years of service as a director of the Bank and its predecessor institutions.
(2) Beneficially owned shares include shares over which the named person exercised either sole or shared
voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor
children or relatives sharing the same home, (ii) by entities owned or controlled by the named person,
and (iii) by other persons if the named person has the right to acquire such shares within sixty (60)
days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person.
(3) Includes all shares granted pursuant to RRP of which 20% vest in April 1998.
(4) Includes 9,000 shares held by Mr. Mason's wife, 1,500 shares held by Mr. Mason as custodian for his
grandchildren and 1,500 shares held by Mrs. Mason as custodian for Mr. Mason's grandchildren.
(5) Includes 2,500 shares held by Mr. Brickman's wife and 2,500 shares held by the South Bergen Savings Bank
401(k) Profit Sharing Plan for the benefit of Mr. Brickman.
(6) Includes 1,640 shares held by the South Bergen Savings Bank 401(k) Profit Sharing Plan for the benefit of
Mr. Gossweiler.
(7) Includes 1,950 shares held by the South Bergen Savings Bank 401(k) Profit Savings Plan for the benefit of
Mr. Maison.
5
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. During 1997, the Board of
Directors of the Company held 12 meetings. All of the Directors of the Company
attended at least 75% of the total number of the Company's Board meetings held
and committee meetings on which such Directors served during 1997.
AUDIT COMMITTEE. The Company and the Bank maintain an Audit Committee. The
Audit Committee of the Company and the Bank consists of Messrs. Masch (Chairman)
and Leung and Ms. Fisher, all of whom are outside Directors of the Company and
the Bank. The Audit Committee arranges the annual financial statement audit
through the Company's and the Bank's independent certified public accountants,
reviews and evaluates the recommendations of the annual audit, receives all
reports of examinations of the Bank by the internal auditor, analyzes such
internal audit reports, receives all reports of examination of the Bank by
regulatory agencies, analyzes such regulatory reports, and reports to the Board
of Directors the results of their analysis. The Audit Committee met one time
during 1997.
COMPENSATION/BENEFITS COMMITTEE. The Company and the Bank maintain a
Compensation/Benefits Committee. The Compensation/Benefits Committee consists of
Messrs. Mason (Chairman) and Miller. The Compensation/Benefits Committee meets
to establish compensation for the Chief Executive Officer, approve the
compensation of Executive Officers and various compensation and benefits to be
paid to employees and to review the incentive compensation programs when
necessary. The Compensation/Benefits Committee met three times during 1997.
NOMINATING COMMITTEE. The Company does not maintain a separate Nominating
Committee. Instead, the entire Board of Directors acts as a nominating committee
and selects the Company's Board's nominees to stand for election to the Board of
Directors at the Annual Meeting.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors of the Company do not presently receive
compensation for their service on the Company's Board of Directors. Directors of
the Bank who are not also serving as employees of the Company or the Bank
("Outside Directors'1) receive an annual retainer of $15,000 for serving on the
Board, and the Chairman receives a $20,000 annual retainer, regardless of the
number of meetings attended. Directors who are also Officers of the Bank do not
receive fees or other compensation for their Board or Committee participation.
DIRECTORS' STOCK OPTION PLAN. The Company maintains the 1st Bergen Bancorp
1996 Stock Option Plan for Outside Directors (the "Outside Directors' Plan").
Under the Outside Directors' Plan, 95,220 shares of Common Stock have been
reserved for issuance. Non-employee Directors of the Company, the Bank, and any
other subsidiaries which the Company may acquire or incorporate are eligible to
participate in the Outside Directors' Plan. Each participant in the Outside
Directors' Plan automatically receives an option to purchase 15,870 shares of
Common Stock effective as of the date such participant commences his service on
the Board of Directors. No option may be exercised more than ten years after the
date of its grant. The purchase price of the shares of Common Stock subject to
options under the Outside Directors' Plan is 100% of the fair market value on
the date such option is granted. All options granted pursuant to the Outside
Directors' Plan are subject to a vesting restriction, with 20% of such options
vesting and becoming exercisable on the first anniversary date of such grant and
each anniversary date thereafter. The Outside Directors Plan provides that the
vesting schedule may be accelerated in the event of a participants disability,
death or retirement or upon a change in control of the Company, as defined in
the Outside Directors Plan. In 1997 the Company granted 79,350 options at a per
share exercise price of $13,975.
RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS. The Company maintains
the 1st Bergen Bancorp Recognition and Retention Plan for Outside Directors (the
"Directors' RRP") Under the Directors' RRP, grants of up to 38,088 shares of
Common Stock may be made to nonemployee Directors of the Company, the Bank and
any other subsidiaries which the Company may acquire or incorporate. Under the
Directors' RRP, each such Director receives a grant of 6,348 shares of Common
Stock as of the date such participant commences his service on the Board of
Directors. Grants of stock under the Directors' RRP are subject to a five-year
vesting schedule, with 20% of a grant vesting on the first anniversary date of
the grant and 20% vesting each anniversary thereafter. The Directors RRP
provides that the vesting schedule may be accelerated in the event of
6
a participants disability, death or retirement or upon a change in control of
the Company, as defined in the Directors RRP. Shares subject to grants under the
Directors' RRP may not be transferred until they have vested. During the vesting
period, Directors may vote such shares and are entitled to receive cash
dividends upon such shares. In 1997 the Company granted 37,740 shares to outside
Directors under the plan.
EXECUTIVE COMPENSATION
The report of the Compensation/Benefits Committee of the Board of Directors
and the following stock performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended or the
Exchange Act, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Company's executive compensation program is administered by
the Compensation/ Benefits Committee of the Board of Directors. The
Compensation/Benefits Committee is comprised of Messrs. Mason and Miller. The
Compensation/Benefits Committee is responsible for establishing the compensation
levels and benefits for Executive Officers of the Company and the Bank.
COMPENSATION POLICIES. The Compensation/Benefits Committee has the
following goals for compensation programs impacting the Executive Officers of
the Company and the Bank:
O to align the interests of Executive Officers with the long-term
interests of shareholders through awards that can result in ownership
of Common Stock;
O to retain the Executive Officers who have led the Company to high
performance levels and allow the Company 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 Company's level of performance; and
O to maintain reasonable "fixed" compensation costs by targeting base
salaries at a competitive average.
In addition, in order to align the interests and performance of its
Executive Officers with the long-term interests of its shareholders, the Company
has adopted plans which reward the Executives for delivering long-term value to
the Company and the Bank.
The Executive compensation package available to Executive Officers will be
composed of the following components:
1. base salary;
2. short-term incentive compensation; and
3. long-term incentive compensation, including stock options and stock
awards.
Messrs. Brickman, Gossweiler and Maison each have an Employment Agreement
with the Company and the Bank which specifies a minimum base salary and requires
periodic review of such salary. In addition, Executive Officers participate in
other benefit plans available to all employees, including the ESOP and the
401(K) Plan.
BASE SALARY. The Compensation/Benefits Committee meets during the last
quarter of each year to determine the level of any salary increase to take
effect at the beginning of the year immediately following. While it uses no
specific formula within its decision making process, the Compensation/Benefits
Committee determines the level of salary increases after reviewing the
qualifications and experience of the Executive Officers of the Company, the
compensation paid to persons having similar duties and responsibilities at other
institutions, and the size of the Company and the complexity of its operations.
7
SHORT-TERM INCENTIVE COMPENSATION. Each year the Compensation/Benefits
Committee establishes the size of the pool of available bonus money based upon
the expected performance of the Company for that year. The parameters for the
award of bonuses are related to the Company attaining specific levels of
performance and the individual achieving targeted objectives designed to support
and implement the Company's objectives and strategies.
The committee determined the level of compensation for Executive Officers
of the Company after reviewing various 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 paid by
comparable institutions in and around the Company's market area. The committee
considered the achievements of the Company during the prior year, expansion of
its branch network and overall performance of the Company in making compensation
recommendations. With respect to each particular executive officer, his
particular contributions to the Company over the past year were also considered.
LONG-TERM INCENTIVE COMPENSATION. The Company's 1996 Incentive Stock Option
Plan and Recognition and Retention Plan for Executive Officers and employees are
long-term plans designed to align a significant portion of the executive
compensation program with shareholder interests. The Compensation/Benefits
Committee believes that stock ownership is a significant incentive in building
shareholders' wealth and aligning the interests of employees, Outside Directors
and shareholders.
A summary of the compensation awarded to Messrs. Brickman, Gossweiler and
Maison is set forth in the Summary Compensation Table and reflects the facts and
considerations as outlined above.
The Compensation/Benefits Committee:
JAMES W. MASON and ROBERT C. MILLER.
8
PERFORMANCE GRAPH
Stock Performance Graph. The following graph shows a quarterly comparison
of cumulative total shareholder return on the Company's Common Stock based upon
the market price of the Common Stock with the Nasdaq Bank Stock Index and the
SNL Index for thrift institutions with assets between $250 million and $500
million for the period beginning on March 29, 1996, the date the Company
completed its initial public offering, through December 31, 1997. The
information assumes that $100 was invested on March 29, 1996.
=========================================================================================================
1ST BERGEN BANCORP
QUARTERLY INDEX GRAPH
(GRAPHICAL REPRESENTATION OF DATA TABLE BELOW)
Period Ending
------------------------------------------------------------------------
3/29/96 6/28/96 9/30/96 12/31/96 3/30/97 6/30/97 9/30/97 12/31/97
------- ------- ------- -------- ------- ------- ------- --------
SNL Index-$250 to $500 mm .... $100 $ 99 $105 $115 $125 $138 $168 $191
1st Bergen Bancorp ........... 100 91 111 115 140 153 184 191
NASDAQ Bank Index ............ 100 102 109 121 131 153 180 197
=========================================================================================================
9
ANNUAL COMPENSATION AND ALL OTHER COMPENSATION
SUMMARY COMPENSATION TABLE. The following table shows, for the years ended 1997, 1996 and 1995, the cash
compensation paid or accrued for those years, to the Chief Executive Officer and to each of the Company's four
highest paid executive officers earning over $100,000:
Long-Term Compensation
Annual Compensation Awards
---------------------------- ---------------------------
(a) (b) (c) (d) (f) (g) (i)
Restricted
Stock Securities All
Award(S) Underlying Other
Name Year Salary Bonus ($)(1) Options(#)(2) Compensation(3)
------ ---- -------- -------- ------------ ------------- ---------------
William M. Brickman .............. 1997 $160,000 $23,000 $436,425 63,480 $ 9,636
President & CEO 1996 150,000 20,000 -- -- 11,424
1995 144,583 7,229 -- -- 7,804
Albert E. Gossweiler ............. 1997 $122,000 $17,000 $283,676 47,610 $ 3,650
Executive VP & CFO 1996 115,000 15,000 -- -- 4,477
1995 110,000 12,000 -- -- 4,285
Robert C. Maison ................. 1997 $ 96,000 $12,000 $152,749 47,610 $ 3,581
Senior VP & CLO 1996 91,000 10,000 -- -- 4,014
1995 86,625 4,331 -- -- 3,815
- --------------
(1) Represents the value on the date of grant of 31,740, 20,631 and 11,109 shares of Common Stock granted to
Messrs. Brickman, Gossweiler and Maison, respectively, pursuant to the Company's Management Recognition and
Retention Plan ("RRP"), subject to 20% vesting in each of the five years following grant. There were no grants
of restricted stock of December 31, 1996. Dividends declared on all shares granted pursuant to the RRP are
paid to the recipient thereof, whether or not such shares have yet vested.
(2) Options vest at the rate of 20% in each of the five years following grant.
(3) Includes the imputed value of personal use of Company automobiles, life insurance premiums and Company
matching contributions to its 401(K) Plan.
OPTION GRANTS DURING 1997
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
-------------------------------------------------------------- ------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options
Underlying Granted to
Options Employees Exercise or
Granted In Fiscal Base Price Expiration
Name (#) Year ($/sh) Date 5%($) 10%($)
------ ---------- ---------- ---------- ---------- ---------- ----------
William M. Brickman .......... 63,480 23.4% 13.98 4/2/07 561,163 1,418,778
Albert E. Gossweiler ......... 47,610 18.3% 13.98 4/2/07 420,872 1,064,084
Robert C. Maison ............. 47,610 18.3% 13.98 4/2/07 420,872 1,064,084
10
EMPLOYMENT AGREEMENTS. The Bank and the Company have entered into
employment agreements (the "Employment Agreements") with Messrs. Brickman,
Gossweiler and Maison (the "Executives") each dated as of April 1, 1996. The
Employment Agreements are Intended to ensure that the Bank and the Company will
be able to maintain a stable and competent management base. The continued
success of the Bank and the Company depends, to a significant degree, on the
skills and competence of Messrs. Brickman, Gossweiler and Maison.
The Employment Agreements provide for a three-year term, and further
provide for automatic renewal on each anniversary date unless, ninety days prior
to the anniversary date, either party provides written notice of its intention
not to renew. The Employment Agreements provide that Messrs. Brickman,
Gossweiler and Maison's base salaries will be reviewed annually by the Board of
Directors. In addition, the Employment Agreements provide that Messrs. Brickman,
Gossweiler and Maison shall be entitled to receive a bonus in an amount
determined by the Board of Directors. The Employment Agreements permit the Bank
or the Company to terminate the employment of Messrs. Brickman, Gossweiler and
Maison for cause at any time. The Employment Agreements define cause to mean
personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) final cease and desist order, or material breach of any
provision of the Employment Agreement. The Employment Agreements with Messrs.
Brickman, Gossweiler and Maison each further provide that upon the occurrence of
a change in control, as defined in the Employment Agreement, in the event
Messrs. Brickman, Gossweiler and Maison are terminated for reasons other than
cause or in the event Messrs. Brickman, Gossweiler and Maison, within eighteen
months of the change in control, resign their employment for "good cause", as
that term is defined in the Employment Agreements, they shall be entitled to
receive their then current base salary for the remaining term of the Employment
Agreement. The Employment Agreements also prohibit Messrs. Brickman, Gossweiler
and Maison from competing with the Bank for a period of one year following the
termination of their employment.
401(K) PROFIT SHARING PLAN. The Bank maintains a 401(K) Profit Sharing Plan
(the "Plan") covering all employees through which employees can contribute up to
the maximum allowable amount under Internal Revenue Service regulations. That
amount is currently $10,000. From the inception of the plan until June 30, 1997,
the Bank matched 100% of each employee's contribution up to 3% of their annual
salary. With the introduction of the Employee Stock Ownership Plan (ESOP) in
1997, the Bank discontinued the matching contribution. During the calendar year
ended December 31, 1997, the Bank made matching contributions of $20,943, of
which $2,400, $1,830 and $1,439 were attributable to Messrs. Brickman,
Gossweiler and Maison, respectively. In 1996, The Bank amended the Plan to allow
participants to purchase the Common Stock of the Company. In 1997, the Bank
amended the Plan to allow participants to purchase Mutual Funds.
DEFINED BENEFIT PLAN. The Bank has a defined benefit pension plan ("Pension
Plan") covering substantially all of its employees. The benefits are based on
years of service and employee 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 monthly benefit is determined as a
percentage of a final average salary using the straight life annuity basis. The
actual percentage is obtained by multiplying the number of years of
participation by an annual percentage factor of 1.75%. Benefits payable prior to
age 65 will be reduced actuarially to a level which reflects the present value
of the unreduced age 65 benefit. A participant first vests in his benefit after
two years of employment service and is fully vested after six years of
employment service. The Pension Plan also provides a pre-retirement death
benefit which is equal to the present value of a participant's accrued benefit
at date of death. At December 31, 1997, Messrs. Brickman Gossweiler and Maison
each had 5, 16 and 5 years of credited service, respectively.
11
PENSION PLAN TABLE
Years of Service
-----------------------------------------
Remuneration 10 20 30
------------ ------- ------- -------
$ 75,000 $13,125 $26,250 $39,375
100,000 17,500 35,000 52,500
125,000 21,875 43,750 65,625
150,000 26,250 52,500 78,750
175,000 28,000 56,000 84,000
200,000 28,000 56,000 84,000
INCENTIVE STOCK OPTION PLAN. The Company maintains the 1st Bergen Bancorp
1996 Incentive Stock Option Plan (the "Incentive Option Plan") which provides
discretionary awards to Officers and key employees as determined by the Stock
Option Subcommittee of the Compensation/Benefits Committee of the Board of
Directors, which members consist of nonemployee Directors who administer the
Incentive Option Plan. In 1997 the Company granted 181,200 options to key
employees at a per share exercise price of $13,975.
RRP. The Company maintains the 1st Bergen Bancorp Recognition and Retention
Plan for Executive Officers and Employees (the "RRP") as a method of providing
Executives of the Company and the Bank an incentive designed to encourage such
persons to promote the growth and profitability of the Company and the Bank and
to remain employed with the Company and the Bank.
The RRP is a nonqualified plan under ERISA, which permits the granting of
restricted stock awards to eligible Officers of the Company and its affiliates.
The RRP authorizes the granting of plan share awards ("Plan Share Awards") for
up to 88,872 shares of Common Stock, subject to adjustment in the event of
certain capital changes. The RRP is administered by the Compensation/Benefits
Committee of the Board of Directors, which determines the Officers to whom Plan
Awards will be granted, the amount of such awards and such rules and regulations
as it deems necessary for the proper administration of the Plan.
Plan Share Awards are nontransferable and nonassignable. Recipients of Plan
Share Awards earn (i.e., become vested in) the shares of Common Stock covered by
the Plan Share Awards in five (5) equal annual installments commencing one year
from the date of grant. Plan Share Awards are immediately deemed earned upon
termination of employment due to death or disability. During the vesting period,
recipients of Plan Share Awards are entitled to vote the shares subject to such
awards, whether or not vested, and receive any dividends paid on such shares.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. In connection with the conversion
from a mutual to a capital stock form, the Company established the ESOP for the
benefit of the employees of the Company. The ESOP purchased 253,920 shares, or
8% of the total stock sold in the subscription, for $2,539,200 financed by a
loan from the Company.
The ESOP was effective upon completion of the conversion. Full-time
employees of the Company or the Bank who have been credited with at least 1,000
hours of service during a 12-month period and who have attained the age of 21
are eligible to participate in ESOP. At December 31, 1997, 15,781 ESOP shares
have been allocated. There were no ESOP shares allocated in 1996. The loan to
the ESOP will be repaid principally from the Company's contributions to the ESOP
over a period of ten years beginning on December 31, 1997. The loan will be
collateralized by the uncommitted common stock purchased by the ESOP. As the
debt is repaid, shares are released from collateral and allocated to qualified
employees based on the proportion of debt service paid in the year.
12
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank has had, and is likely in the future to have, banking transactions
in the ordinary course of its business with the Company's and the Bank's
Directors, Executive Officers and their affiliates (each a "related party" and
collectively, the "related parties"). Past transactions were, and future
transactions will be, on the same terms and conditions as are prevailing at the
time such transactions occur for comparable transactions with unrelated
borrowers. At December 31, 1997, loans to Directors and Executive Officers
amounted to $27,360.
INDEPENDENT AUDITORS
The Company's independent auditors for the year ended December 31, 1997,
were KPMG Peat Marwick LLP and the Company's Board of Directors has appointed
KPMG Peat Marwick LLP to continue as independent auditors for the Bank and the
Company for the year ending December 31, 1998.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's Officers and
Directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten percent
shareholders are required by regulation of the SEC to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the year ended
December 31, 1997, all filing requirements applicable to its Officers, Directors
and greater than ten percent beneficial owners were met.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 1999 Annual Meeting of Shareholders, a shareholder
proposal must be received by the Secretary of the Company at the address set
forth on the first page of this Proxy Statement no later than December 10, 1998.
ADVANCE NOTICE OF SHAREHOLDER NOMINATIONS TO THE BOARD OF DIRECTORS
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly submit nominations to the Board of Directors. The
shareholder must give written advance notice to the Secretary of the Company not
less than fifty (50) days nor more than seventy-five (75) days prior to the date
of the shareholder meeting, irrespective of any deferrals, postponements or
adjournments thereof to a later date; provided, however, that in the event that
less than sixty (60) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs. The advance notice to
the Secretary of the Company must include certain information regarding the
shareholder and the nominee or nominees. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement or the proxy
relating to a shareholder meeting any shareholder nominations to the Board of
Directors which do not meet all of the requirements set forth in the Bylaws of
the Company or do not meet all of the requirements established by the SEC for
inclusion in effect at the time such nominations are received.
13
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF 1ST BERGEN BANCORP
The undersigned hereby appoints the Board of Directors of 1st Bergen
Bancorp (the "Company") to act as proxy for the undersigned, and to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Shareholders, to be held on April 28, 1998, at
10:00 a.m. at the Fiesta, Route 17 South, Wood-Ridge, New Jersey 07075, and at
any and all adjournments thereof, as follows:
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR MANAGEMENT'S NOMINEES TO THE BOARD
OF DIRECTORS.
(CONTINUED, AND TO BE MARKED, DATED AND
SIGNED, ON THE OTHER SIDE)
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FOLD AND DETACH HERE
Please mark
your vote as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MANAGEMENT'S NOMINEES TO THE
BOARD OF DIRECTORS.
1. Election of the following two (2) nominees to each serve for a three (3)
year term of office as directors of the Company: Bernard Leung and
Richard R. Masch.
FOR WITHHOLD TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE
ALL NOMINEES AUTHORITY NAMED NOMINEES, PRINT THE NOMINEE'S NAME
FOR ALL NOMINEES ON THE LINE BELOW:
[ ] [ ] __________________________________________
2. In their discretion, upon other I plan to attend [ ]
matters as properly come before the meeting
the meeting.
Please sign exactly as your name appears
on this card. When signing as attorney,
executor, administrator, trustee or
guardian, please give the title. If
shares are held jointly, each holder may
sign but only one signature is required.
Dated:__________________________________
________________________________________
SIGNATURE OF SHAREHOLDER
________________________________________
SIGNATURE OF SHAREHOLDER
PLEASE COMPLETE, DATE, SIGN AND MAIL
THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE