SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-12
Ambanc Holding Co., Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[Ambanc Holding Co. Letterhead]
April 21, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Ambanc Holding Co.,
Inc. (the "Company"), we cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The meeting will be held at 10:00 a.m., New York
time, on Friday, May 26, 2000 at the Best Western Hotel, located at 10 Market
Street, Amsterdam, New York. At the meeting we will report on the Company's
operations and outlook for the year ahead.
An important aspect of the annual meeting process is the annual stockholder
vote on corporate business items. I urge you to exercise your rights as a
stockholder to vote and participate in this process.
We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy card and return it in the accompanying postpaid
return envelope as promptly as possible. This will save the Company additional
expense in soliciting proxies and will ensure that your shares are represented
at the meeting.
Your Board of Directors and management are committed to the success of
Ambanc Holding Co., Inc., and the enhancement of your investment. As President
and Chief Executive Officer, I want to express my appreciation for your
confidence and support.
Very truly yours,
/s/ John M. Lisicki
John M. Lisicki
President and Chief Executive Officer
AMBANC HOLDING CO., INC.
11 Division Street
Amsterdam, New York 12010-4303
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2000
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Ambanc Holding Co., Inc. (the "Company") will be held at the Best
Western Hotel, located at 10 Market Street, Amsterdam, New York, on Friday, May
26, 2000, at 10:00 a.m., New York time.
A proxy card and a proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
I. The election of four directors of the Company;
II. The ratification of the appointment of KPMG LLP as
independent auditors for the Company for the fiscal year ending December 31,
2000; and
such other matters as may properly come before the Meeting or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Action may be taken on these proposals at the Meeting on the date specified
above, or on any date or dates to which the Meeting may be adjourned or
postponed. Stockholders of record at the close of business on April 10, 2000 are
the stockholders entitled to vote at the Meeting and any adjournments or
postponements thereof. A complete list of stockholders entitled to vote at the
Meeting will be available for inspection by stockholders at the offices of the
Company during the ten days prior to the Meeting, as well as at the Meeting.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A PROXY BEARING
A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY
AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU
ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL
NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE
MEETING.
By Order of the Board of Directors
/s/ Robert Kelly
Robert Kelly
Secretary
Amsterdam, New York
April 21, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
OF
AMBANC HOLDING CO., INC.
11 DIVISION STREET
AMSTERDAM, NEW YORK 12010-4303
ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 2000
GENERAL
This Proxy Statement is furnished in connection with the solicitation on
behalf of the board of directors of Ambanc Holding Co., Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting"), to be held at the Best Western Hotel, located at 10 Market Street,
Amsterdam, New York, on Friday, May 26, 2000, at 10:00 a.m., New York time, and
all adjournments or postponements of the Meeting. The accompanying Notice of
Meeting and form of proxy and this proxy statement are first being mailed to
stockholders on or about April 21, 2000. The Company controls, as a wholly owned
subsidiary, Mohawk Community Bank (the "Bank").
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of four directors of the Company and the appointment of
KPMG LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000.
Proxies and Proxy Solicitation
All shares of the Company's common stock represented at the Meeting by
properly executed proxies received prior to or at the Meeting, and not revoked,
will be voted at the Meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted "FOR" the
election of the director nominees named in this proxy statement and "FOR" the
ratification of the appointment of KPMG LLP. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Any proxy given pursuant to this solicitation or otherwise may be revoked
by the stockholder giving it at any time before it is voted by delivering to the
Secretary of the Company at the above address, on or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the proxy or a later dated proxy relating to the same shares of common stock or
by attending the Meeting and voting in person. Attendance at the Meeting will
not in itself constitute the revocation of a proxy.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitation by mail,
directors, officers and employees of the Company and the Bank may solicit
proxies personally or by facsimile, telegraph or telephone, without additional
compensation.
Voting Rights; Vote Required
Stockholders of record as of the close of business on April 10, 2000 (the
"Voting Record Date") will be entitled to one vote on each matter presented for
a vote at the Meeting for each share of common stock then held. A vote may be
exercised in person or by a properly executed proxy as discussed above.
Directors will be elected by a plurality of the votes cast in person or by proxy
at the Meeting. Approval of the appointment of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000 requires the
affirmative vote of the majority of the votes cast in person or by proxy at the
Meeting. The presence in person or representation by proxy of at least one-third
of the outstanding shares of the common stock will constitute a quorum for
purposes of the Meeting.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on all
proposals except the election of directors and will be counted as present for
purposes of the item on which the abstention is noted. Abstentions on the
proposal to ratify KPMG LLP as the Company's independent auditors will have the
effect of a negative vote. A broker non-vote (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons as to certain proposals on which such
beneficial owners or persons are entitled to vote their shares but with respect
to which the brokers or nominees have no discretionary power to vote without
such instructions) will have no effect on the election of directors or
ratification of the appointment of the auditors. Brokers who do not receive
instructions are entitled to vote on the election of directors and the
ratification of the appointment of the auditors.
Voting Securities and Principal Holders Thereof
As of the Voting Record Date, the Company had 4,937,472 shares of common
stock issued and outstanding. The following table sets forth, as of the Voting
Record Date, information regarding share ownership by the persons or entities
known by management to beneficially own more than five percent of the Company's
common stock and all directors and executive officers of the Company as a group.
See "Proposal I -Election of Directors" for information regarding share
ownership by the individual directors and certain executive officers.
Percent of Shares of
Amount and Nature of Beneficial Common Stock
Name and Address of Beneficial Owner Ownership Outstanding
- ------------------------------------ --------- -----------
Ambanc Holding Co., Inc. 395,187(1) 8.0%
Employee Stock Ownership Plan
11 Division Street
Amsterdam, New York 12010
Dimensional Fund Advisors, Inc. 330,700(2) 6.7%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Jewelcor Management, Inc., et al. 307,399(3) 6.2%
100 N. Wilkes-Barre Boulevard
Wilkes-Barre, Pennsylvania 18702
Directors and executive officers of the Company 895,270(4) 17.4%
as a group (20 persons)
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(1) The amount reported represents shares of common stock held by the Ambanc,
Inc. Employee Stock Ownership Plan (the "ESOP"). As of the Voting Record
Date, 159,850 shares of common stock under the ESOP had been allocated to
accounts of participants. First Bankers Trust Company, N.A., Quincy,
Illinois, as the trustee of the ESOP, may be deemed to beneficially own the
shares held by the ESOP which have not been allocated to the accounts of
participants or which have been allocated but are not voted by the
participants. Participants in the ESOP have the right to direct the voting
of shares allocated to their accounts. Unallocated shares held by the ESOP
are voted by the plan trustee in the same manner that the plan trustee is
directed to vote by the majority of the plan participants who directed the
plan trustee as to the manner of voting the shares allocated to their plan
accounts.
(2) As reported on a Schedule 13G filed with the Securities and Exchange
Commission (the "SEC") on February 3, 2000. The filer reports sole voting
and dispositive power with respect to all shares but disclaims beneficial
ownership of all shares of common stock.
(3) As reported by Jewelcor Management, Inc. ("JMI") and the other members of a
group formed with JMI under Section 13(d) of the Securities Exchange Act of
1934 based on an amended Schedule 13D filed with the SEC on December 9,
1999 and a Form 4 filed in April 2000. JMI reported sole voting and
dispositive power over 300,440 shares. Seymour Holtzman, a director of the
Company and a member of this group, is Chairman of the Board and Chief
Executive Officer of JMI and Jewelcor Inc., the sole stockholder of JMI
("Jewelcor"). Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc.
Mr. Holtzman and his wife, also a member of this group, own as tenants by
the entireties a majority interest in S.H. Holdings, Inc. and Mr. Holtzman
is Chairman and President of S.H. Holdings, Inc. The members of the group
other than JMI reported beneficial ownership as follows: Mr. Holtzman:
shared voting and dispositive power over 3,854 shares; Mr. Holtzman's wife:
none; Allison Holtzman Garcia, Mr. Holtzman's daughter: sole voting and
dispositive power over 1,535 shares; Custodial Account f/b/o Allison
Holtzman Garcia ("AHG Custodial Account"): sole voting and dispositive
power over 1,374 shares; Trust f/b/o Steven Holtzman, Mr. Holtzman's son
("SH Trust"): sole voting and dispositive power over 160 shares; Custodial
Account f/b/o Olivia Garcia, Mr. Holtzman's granddaughter ("OG Custodial
Account"), sole voting and dispositive power over 160 shares; Custodial
Account f/b/o Chelsea Holtzman, Mr. Holtzman's other granddaughter ("CH
Custodial Account"): sole voting and dispositive power over 535 shares;
S.H. Holdings, Inc.: none; Jewelcor: none. Mr. Holtzman is the custodian
for the OG Custodial Account. Mr. Holtzman's wife is the custodian for the
AHG and CH Custodial Accounts. Mr. Holtzman's brother-in-law is the trustee
of the SH Trust.
(4) This amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, held in a
fiduciary capacity, held by certain of the group members' families, or held
by trusts of which the group member is a trustee or substantial
beneficiary, with respect to which shares the group member may be deemed to
have sole or shared voting and/or investment powers. This amount also
includes options to purchase 195,671 shares of common stock granted to
group members which are currently exercisable or which will become
exercisable within 60 days of the Voting Record Date. Includes shared
voting and dispositive power over 416,957 shares of common stock. In
addition, this amount includes the 307,399 shares owned by Mr. Holtzman and
the other members of his group described in footnote (2).
PROPOSAL I - ELECTION OF DIRECTORS
Approximately one-third of the Company's directors are elected annually to
serve for a three-year term or until their respective successors are elected and
qualified. The Company's board of directors (the "Board of Directors" or the
"Board") is currently comprised of 16 directors, with six directors in one
class, whose terms will expire on the date of the Meeting, and five directors in
each of two other classes, with terms that will expire in 2001 and 2002,
respectively. Two of the current directors whose terms will expire this year,
Messrs. William A. Wilde, Jr. and Lionel H. Fallows, are retiring from the Board
and have therefore not been renominated. Accordingly, stockholders will elect
four directors at the Meeting. The Company wishes to express its sincere
gratitude for the years of dedicated service and guidance provided by Directors
Wilde and Fallows.
The following table sets forth certain information, as of the Voting Record
Date, regarding each nominee for director and each current director whose term
of office extends beyond the date of the Meeting. The Board of Directors acting
as the nominating committee has recommended and approved the nominees identified
in the following table. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting "FOR" the election of the nominees
identified below. If a nominee is unable to serve, the shares represented by all
valid proxies will be voted "FOR" the election of such substitute nominee as the
Board of Directors may recommend. At this time, the Board of Directors knows of
no reason why a nominee might be unable to serve if elected. Except as disclosed
herein, there are no arrangements or understandings between any nominee and any
other person pursuant to which the nominee was selected.
Shares of
Current Common Stock Percent
Director Term to Beneficially of
Name Age(1) Position(s) Held in the Company Since(2) Expire Owned(3) Class(4)
---- ------ ------------------------------- -------- ------ -------- --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2003
John J. Daly 59 Director 1988 2000 29,168(5) *
Marvin R. LeRoy, Jr. 39 Director 1996 2000 15,820(6) *
Lawrence B. Seidman 52 Director 2000 2000 117,442 2.4%
Ronald S. Tecler 61 Director 1998 2000 30,705(7) *
DIRECTORS CONTINUING IN OFFICE
James J. Bettini, Sr. 45 Director 1998 2002 2,220(8) *
Seymour Holtzmann 64 Director 1999 2002 307,399(9) 6.2%
Allan R. Lyons 59 Director 1999 2002 1,419 *
Charles E. Wright 57 Director 1998 2002 2,320(10) *
William L. Petrosino 41 Director 1999 2002 59,174(11) 1.2%
Lauren T. Barnett 74 Chairman of the Board 1966 2001 45,860(12) *
Daniel J. Greco 71 Director 1998 2001 19,106(13) *
John M. Lisicki 53 President and Chief Executive 1998 2001 71,744(14) 1.4%
Officer
Charles S. Pedersen 74 Director 1977 2001 25,434(15) *
John A. Tesiero, Jr. 72 Director 1998 2001 28,562(16) *
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Benjamin Ziskin Senior Vice President 43,257(17) *
Thomas Nachod Senior Vice President 3,025(18) *
<FN>
- ----------------------------
(1) As of December 31, 1999.
(2) Includes service as a director of the Bank.
(3) The nature of beneficial ownership for shares reported in this column is
sole voting and dispositive power, except as otherwise noted in these
footnotes. Included in the shares beneficially owned by the named
individuals are options to purchase shares of common stock, which are
currently exercisable or which will become exercisable within 60 days of
the Voting Record Date, as follows: Mr. Lisicki - 38,913 shares; Messrs.
Greco, Tecler and Tesiero - 7,782 shares; and Messrs. Barnett, Daly, LeRoy,
Pedersen and Wilde - 13,542 shares.
(4) An asterisk(*) indicates ownership of less than one percent.
(5) Includes shared voting and dispositive power over 2,611 shares.
(6) Includes shared voting and dispositive power over 1,020 shares.
(7) Includes shared voting and dispositive power over 2,140 shares.
(8) Includes shared voting and dispositive power over 600 shares.
(9) For detailed information regarding Mr. Holtzman's ownership, see footnote 2
to the table under "Voting Securities and Principal Holders Thereof."
(10) Includes shared voting and dispositive power over 700 shares.
(11) Includes shared voting and dispositive power over 3,070 shares.
(12) Includes shared voting and dispositive power over 22,564 shares.
(13) Includes shared voting and dispositive power over 6,642 shares.
(14) Includes shared voting and dispositive power over 24,237 shares.
(15) Includes shared voting and dispositive power over 2,500 shares.
(16) Includes shared voting and dispositive power over 5,834 shares.
(17) Includes shared voting and dispositive power over 18,352 shares.
(18) Includes shared voting and dispositive power over 1,072 shares.
</FN>
The business experience for at least the past five years of each nominee
and director continuing in office is set forth below.
John J. Daly. Mr. Daly is the Vice President and was a former owner of
Alpin Haus, Inc., a retail company located in Amsterdam, New York, which
specializes in the sale of recreational vehicles. Mr. Daly has been associated
with Alpin Haus since 1963.
Marvin R. LeRoy, Jr. Mr. LeRoy is Executive Director of the Alzheimer's
Association, Northeastern New York Chapter and is also Town/County Supervisor
for Saratoga County representing the Town of Clifton Park. Previously, he has
served as Development Officer for Skidmore College in Saratoga Springs,
Executive Director of the Kenwood Child Development Center in Albany, Executive
Director of the Amsterdam City Center (YMCA) and served as Executive Director of
the Montgomery County Youth Bureau, Planning Officer for the Montgomery County
Planning Department, and Director of the Montgomery County Veterans Services.
Mr. LeRoy is also active in the community, having served on over 25 boards and
councils throughout the Capital District.
Lawrence B. Seidman. Mr. Seidman has been a director of the Company since
March 2000. Since March 1999, Mr. Seidman has been the President, General
Counsel and a Director of Menlo Acquisition Corporation. Mr. Seidman is also
Manager of Seidman & Associates, L.L.C., President of Veteri Place Corp., the
sole General Partner of Seidman Investment Partnership, LP, Seidman Investment
Partnership II, LP, Manager, of Federal Holdings, L.L.C. and business consultant
to certain partnerships and individuals, including, but not limited to,
Kerrimatt, LP. He is also a director of CNY Financial Corporation and South
Jersey Financial Corporation, Inc. and their respective bank subsidiaries.
Mr. Seidman and certain affiliates (the "Seidman Group") were defendants in
a civil proceeding filed in federal district court by IBS Financial Corp. in
November 1996 in connection with a proxy contest, state law matters and
disclosure required under the federal securities laws. Following an appeal of
the district court decision, the Third Circuit Court of Appeals, in February
1998, reversed in part and remanded in part the lower court decision. The Court
of Appeals determined that a Schedule 13D filed by the Seidman Group had failed
to adequately disclose information about persons in control of the Seidman
Group. Pending the remand, an amended Schedule 13D was filed to provide
additional disclosures about members of the Seidman Group. Thereafter, the
federal district court entered a Judgment After Remand which directed the
inclusion of these disclosures in the Schedule 13D.
In November 1995, the acting director of the Office of Thrift Supervision
("OTS") issued a cease and desist order against Mr. Seidman ("C&D") after
finding that Mr. Seidman recklessly engaged in unsafe and unsound practices in
the business of a federally insured institution unrelated to IBS Financial Corp.
The C&D actions complained of were Mr. Seidman's alleged obstruction of an OTS
investigation. The C&D ordered him to cease and desist from (i) any attempts to
hinder the OTS in the discharge of its regulatory responsibilities, including
the conduct of any OTS examination or investigation; and (ii) any attempts to
induce any person to withhold material information from the OTS related to the
performance of its regulatory responsibilities. The C&D also provides that, for
a period of no less than three (3) years, if Mr. Seidman becomes an
institution-affiliated party of any insured depository institution subject to
the jurisdiction of the OTS, to the extent that his responsibilities include the
preparation or review of any reports, documents, or other information that would
be submitted or reviewed by the OTS in the discharge of its regulatory
functions, then all such reports, documents, and other information shall, prior
to submission to, or review by the OTS, be independently reviewed by the Board
of Directors or a duly appointed committee of the Board to ensure that all
material information and facts have been fully and adequately disclosed. In
addition, a civil money penalty in the amount of $20,812 was assessed.
Dr. Ronald S. Tecler. Dr. Tecler became a director of the Company and the
Bank following the merger with AFSALA Bancorp, Inc. ("AFSALA"). The Company
acquired AFSALA in November 1998. Prior to the merger, Dr. Tecler had been a
director of Amsterdam Federal Bank since 1994 and a director of AFSALA since
1996. Dr. Tecler is the majority stockholder of a professional corporation
engaged in the practice of dentistry in Amsterdam, New York and has practiced
dentistry since 1971. Dr. Tecler is the Chairman of the Board of the Amsterdam
Urban Renewal Agency, a board member of Industries for Amsterdam, Inc., the Vice
President of the Twin Rivers Boy Scouts Council, and is active in the Amsterdam
Rotary Club and the St. Mary's Hospital of Amsterdam Foundation.
James J. Bettini, Sr. Mr. Bettini is Executive Vice President of Operations
of Farm Family Holding Co., parent company of Farm Family Insurance, where he
has been employed since 1979. He is past president of the Albany Association of
Chartered Property and Casualty Underwriters, and served on the Amsterdam City
Zoning Board of Appeals and the Amsterdam Golf Commission.
Seymour Holtzman. Since 1990, Mr. Holtzman has served as Chairman and Chief
Executive Officer of each of the following companies: Jewelcor Management &
Consulting, Inc., a management and consulting firm in Wilkes-Barre,
Pennsylvania; C.D. Peacock, Inc., a jewelry company based in Chicago, Illinois;
Central European Capital Investors, Inc., an investment company operating in
eastern Europe; and S.A. Peck & Co., a mail order jewelry company based in
Chicago, Illinois. Mr. Holtzman has over 35 years of management experience, and
has been an investor in the banking and thrift industries since 1972. A
philanthropist, Mr. Holtzman has been honored as "Humanitarian of the Year" by
the Cardinal Cushing School and Training Center in Boston, Massachusetts and
"Man of the Year" by the B'nai B'rith Youth Services.
Allan R. Lyons. Mr. Lyons is the owner of 21st Century Strategic Investment
Planning, a company that Mr. Lyons began operating following his retirement in
December 1999 as the Chairman of the Board and Chief Executive Officer of Piaker
& Lyons, Vestal, New York. Mr. Lyons had served as Chairman of the firm's
personal financial planning committee and executive committee. Mr. Lyons had
worked for Piaker & Lyons since 1964, and had become an executive of the firm in
1968. Mr. Lyons is a member of the American Institute of CPAs, the New York
State Society of CPAs, and the International Association for Financial Planning.
He is on the board of advisors of the Binghamton University School of
Management, is a corporate member of United Health Services, and serves on the
endowment committee of the United Jewish Appeal of Broome County. Mr. Lyons is a
director of Officeland Inc., Retail Entertainment Group, Inc. and Franklin
Credit Management Corporation.
Charles E. Wright. Since 1976, Mr. Wright has been President of W.W. Custom
Clad, Inc., Canajoharie, New York, a metal finishing shop specializing in powder
coatings. Prior to that time, Mr. Wright was a sales representative for the
Industrial Coatings Division of Schenectady International in the New York and
New England regions and a teacher and vocational guidance counselor at
Canajoharie High School. Mr. Wright is a trustee of the Arkell Hall Foundation
in Canajoharie and the Foundation of St. Mary's Hospital in Amsterdam.
William L. Petrosino. Mr. Petrosino is a longtime local businessman in the
wholesale beverage industry, operating beverage companies in the Amsterdam,
South Glens Falls and Schenectady, New York areas. He has served as a director
of the Company since May 1999. He also owns and operates warehouse rental space
in Montgomery and Fulton Counties, as well as residential rental properties in
the Amsterdam area. Mr. Petrosino serves as the Chairman of the Board of
Directors of the Fulton-Montgomery-Schoharie Private Industry Council, and of
the Workforce Development Board. In addition, Mr. Petrosino serves as Chairman
of the Amsterdam City Planning Board, and is on the boards of directors of the
Montgomery County Economic Development Zone and Amsterdam Memorial Hospital.
Lauren T. Barnett. Mr. Barnett became Chairman of the Board of the Company
in 1998. Mr. Barnett served as Interim President and Chief Executive Officer of
the Company and the Bank from July 1998 until the Company's merger with AFSALA
Bancorp, Inc. ("AFSALA") in November 1998. Since 1957, Mr. Barnett has been the
President of Barnett Agency, Inc., an insurance agency located in Amsterdam, New
York. Mr. Barnett is also a licensed real estate broker.
Dr. Daniel J. Greco. Dr. Greco became a director of the Company and the
Bank following the merger with AFSALA. Prior to the merger, Dr. Greco had been a
director of Amsterdam Federal Bank, a subsidiary of AFSALA, since 1980, and a
director of AFSALA since its formation in 1996. Dr. Greco is a former school
teacher and the retired superintendent of the Greater Amsterdam School District.
Dr. Greco serves on the Board of Directors of the Amsterdam Memorial Hospital
and Industries for Amsterdam, Inc. and is active in the Rotary Club, the Elks
Club, and the Boy Scouts of America.
John M. Lisicki. Mr. Lisicki became President and Chief Executive Officer
of the Company and the Bank upon consummation of the merger with AFSALA in
November 1998. Prior to the merger, Mr. Lisicki had served as President and
Chief Executive Officer of Amsterdam Federal Bank since 1983 and as President
and Chief Executive Officer of AFSALA since 1996. Mr. Lisicki is a current
member, Treasurer and past Chairman of the Board of Trustees of Amsterdam
Memorial Hospital, a member of the Board and former President of Industries for
Amsterdam, a member of the Board and former Vice President of the Amsterdam Free
Library, a member of the Board of the Sarah J. Sanford Home for Elderly Women,
former President of the Foundation of Liberty Enterprises, as well as a member
of its Board of Directors, and a former board member of Hospice Foundation, the
Amsterdam City Center and the Advisory Board of St. Mary's Hospital.
Charles S. Pedersen. Since 1985, Mr. Pedersen has been a manufacturers'
representative for various international fiberglass and related product
companies. Mr. Pedersen's office is located in Amsterdam, New York.
John A. Tesiero, Jr. Mr. Tesiero became a director of the Company and the
Bank following the merger with AFSALA. Prior to the Merger, Mr. Tesiero had
served as a director of Amsterdam Federal Bank since 1994 and of AFSALA since
1996. Mr. Tesiero is the sole owner and President and Chief Executive Officer of
Cranesville Block Co., Inc., a construction supply business selling ready mix
concrete, concrete block, sand, gravel and stone, located in Amsterdam, New
York.
Meetings and Committees of the Boards of Directors
Meetings and Committees of the Company. Meetings of the Company's Board of
Directors are generally held on a monthly basis. For the year ended December 31,
1999, the Board of Directors met 12 times. During 1999, no incumbent director of
the Company attended fewer than 75% of the aggregate of the total number of
Board meetings held while he was a director and the total number of meetings
held by the committees of the Board of Directors on which he served during the
period in which he served.
The Board of Directors of the Company has standing Audit, Compensation and
Nominating Committees.
The Company's Audit Committee is responsible for the review of the
Company's annual audit report prepared by the Company's independent auditors.
The review includes a detailed discussion with the independent auditors and
recommendation to the full Board concerning any action to be taken regarding the
audit. Directors Pedersen (Chairman), Daly, LeRoy, Fallows and Tecler serve on
this Committee. The Audit Committee met two times during 1999. There is no
charter for the audit committee but it is expected that a charter will be
adopted during May 2000.
The Company's Compensation and Benefits Committee is comprised of Directors
Bettini (Chairman), Leroy, Daly, Pedersen and Tesiero. The Compensation and
Benefits Committee is responsible for developing and making recommendations to
the Board of Directors with respect to the Company's executive compensation
policies as well as administering the Company's 1997 Stock Option and Incentive
Plan (the "Stock Option Plan") and Recognition and Retention Plan (the "RRP").
This committee met six times during 1999.
The Company's Nominating Committee, consisting of the entire Board of
Directors, reviews the terms of the directors and makes nominations for
directors to be voted on by stockholders. The Nominating Committee generally
meets once a year. Nominations of persons for election to the Board of Directors
may be made only by or at the direction of the Board of Directors or by any
stockholder entitled to vote for the election of directors who complies with the
notice procedures set forth in the Company's Bylaws. Pursuant to the Company's
Bylaws, nominations by stockholders must be delivered in writing to the
Secretary of the Company at least 90 days prior to the date of the annual
meeting, except that if less than 100 days' notice of the date of the meeting is
given or made to stockholders, nominations must be delivered no later than the
close of business on the tenth day following the earlier of the day on which
notice of the meeting was mailed or the day on which the meeting date was
announced. The Nominating Committee met two times in 1999 for the purpose of
making nominations for directors to be voted on by stockholders at the Meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors meets at
least monthly and held 12 meetings during the year ended December 31, 1999.
During 1999, no incumbent director of the Bank attended fewer than 75% of the
aggregate of the total number of Board meetings held while he was a director and
the total number of meetings held by the committees of the Board of Directors on
which he served during the period in which he served.
Director Compensation
Directors of the Company did not receive any remuneration during 1999 for
service on the Company's Board of Directors or any committees of the Company's
Board of Directors. Each non-employee director of the Bank, however, received
during 1999 an annual fee of $13,800 in cash for service on the Board of
Directors of the Bank. Non-employee directors serving on the Bank's Executive,
Audit, Personnel and Strategic Planning Committees also received during 1999
$200 in cash for each committee meeting attended. Each director of the Company
also currently serves as a director of the Bank, except Director Seidman.
Following the Meeting, if elected, Director Seidman will also serve as a
director of the Bank. Of the annual fee for the Bank's non-employee directors,
up to 100% may be paid in shares of the Company's common stock issued pursuant
to the RRP (with one-twelfth of the annual share amount vesting each month), and
the remaining amount paid in cash.
The Bank has established a deferred compensation program for the benefit of
certain of its non-employee directors. This program permits participating
directors to defer a portion of their Board fees over a five-year period.
Pursuant to agreements entered into with participating directors, upon the later
of the first year after the end of the five-year period or the director reaching
65 years of age, the director (or in the event of death, his designated
beneficiary) will receive an annual cash payment for a period of up to 10 years
based upon the amount of fees deferred. In order to balance the expected
payments under the deferred compensation plan, the Bank has purchased whole life
insurance policies on the lives of the participating directors. While the Bank
will make the annual payments to participating directors over the ten year
period, the lump sum death benefits payable on the insurance policies should be
sufficient to repay the Bank for the benefits paid to the participating
directors with a modest return, provided actuarial assumptions regarding life
expectancies are accurate. The participants in the deferred compensation program
are Directors Barnett, Daly and Fallows. Each of these directors has completed
his five-year deferral period.
Executive Compensation
The following table sets forth information concerning the compensation paid
to three executive officers of the Company and the Bank. No other executive
officer earned a salary and bonus in excess of $100,000 during 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
----------------------------------------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Salary Bonus Compensation Award(s) Options/SARs Compensation
Principal Position Year ($) ($) ($)(2) ($) (#) ($)
- ------------------------------ ---- ------- -------- ------------- --------- ------------ -------------
John M. Lisicki, President 1999 $170,000 $36,658 -- -- -- $68,035(3)
and Chief Executive Officer 1998 19,615(1) -- -- -- -- 19,370(4)
Benjamin Ziskin 1999 85,000 20,619 -- -- -- 28,782(5)
Senior Vice President
Thomas Nachod 1999 85,000 20,619 -- -- -- 668(6)
Senior Vice President
<FN>
- -------------------
(1) For Mr. Lisicki, employment with the Company and the Bank commenced on
November 16, 1998. For Messrs. Ziskin and Nachod, neither earned a salary
and bonus of more than $100,000 for 1998 and neither was employed by the
Company or the Bank during 1997.
(2) None of the persons listed received any additional benefits or perquisites
which, in the aggregate, exceeded the lesser of 10% of the person's salary
and bonus, or $50,000.
(3) This amount consists of the value, at December 31, 1999, of shares
allocated to his ESOP account ($31,799), the value of term life insurance
($564) paid by the Bank for the individual under a group plan and the
accrual of $35,672 by the Bank for a supplemental retirement plan.
(4) This amount consists of a $9,807 payment for unused vacation time, the
value, at December 31, 1998, of shares allocated to his ESOP account
($6,248) and the accrual of $3,315 by the Bank for a supplemental
retirement plan.
(5) This amount consists of the value, at December 31, 1999, of shares
allocated to his ESOP account ($21,823), the value of term life insurance
($174) paid by the Bank for the individual under a group plan and the
accrual of $6,785 by the Bank for a supplemental retirement plan.
(6) This amount consists of the value of term life insurance ($668) paid by the
Bank for the individual under a group plan.
</FN>
The following table sets forth certain information concerning the aggregate
number and value of the stock options held by Mr. Lisicki at December 31, 1999.
No stock appreciation rights have been granted by the Company to date.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Name Exercise Realized (#) ($)(1)
(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------- ----------------- ---------------- ------------------------------ -------------------------------
John M. Lisicki -- -- 38,913/-- 69,265/--
Benjamin Ziskin -- -- 24,905/-- 44,331/--
Thomas Nachod -- -- 2,000/-- 2,500/--
<FN>
- ---------------------
(1) Represents the aggregate market value of the stock options as of December
31, 1999, based on the difference between the market price per share of the
common stock ($14.75, the closing price per share of the common stock as
reported on the Nasdaq Stock Market on December 31, 1999), and the exercise
price of the stock options ($12.97 per share for Mr. Lisicki, $12.97 per
share for Mr. Ziskin and $13.50 per share for Mr. Nachod).
</FN>
Defined Benefit Pension Plan
The Bank sponsors a defined benefit pension plan for its employees (the
"Pension Plan"). Full-time salaried employees are eligible to participate in the
Pension Plan following the completion of one year of service (1,000 hours worked
during a continuous 12-month period) and attainment of 21 years of age. A
participant must complete five years of service before attaining a vested
interest in his or her retirement benefits, after which the participant is 100%
vested. The Pension Plan is funded solely through contributions made by the
Bank.
The benefit provided to a participant at normal retirement age (generally
age 65) is based on the average of the participant's basic annual compensation
during the 36 consecutive months of service within the last 120 completed months
of a participant's service which yields the highest average compensation
("average annual compensation"). Compensation for this purpose is the
participant's basic annual salary, including any contributions through a salary
reduction arrangement pursuant to a cash or deferred plan under Section 401(k)
of the Internal Revenue Code of 1986, as amended, but exclusive of overtime,
bonuses, severance pay, or any special payments or other deferred compensation
arrangements. The annual benefit provided to a participant who retires at age 65
is equal to 2% of average annual compensation for each year of service without
offset of the participant's anticipated Social Security benefits. An
individual's annual benefit is limited to 70% of his or her annual average
compensation.
The annual benefit provided to participants (i) at early retirement age
(generally age 60) with five years of service who elect to defer the payment of
their benefits to normal retirement age, (ii) at early retirement age with ten
years of service who elect to receive payment of their benefits prior to normal
retirement age or (iii) who postpone annual benefits beyond normal retirement
age, are calculated basically the same as the benefits for normal retirement
age, with annual average compensation being multiplied by 2% for each year of
such individual's actual years of service. A participant eligible for early
retirement benefits who does not meet the requirements set forth above will have
his or her benefits adjusted as further described in the Pension Plan. The
Pension Plan also provides for disability and death benefits.
The following table sets forth, as of December 31, 1999, estimated annual
pension benefits for individuals at age 65 payable in the form of a life annuity
under the most advantageous plan provisions for various levels of compensation
and years of service. The figures in this table are based upon the assumption
that the Pension Plan continues in its present form.
PENSION PLAN TABLE
Years of Credited Service
--------------------------------------------------------
Remuneration 15 20 25 30 35
------------ -------- -------- -------- -------- --------
$ 75,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500
100,000 30,000 40,000 50,000 60,000 70,000
125,000 37,500 50,000 62,500 75,000 87,500
150,000 45,000 60,000 75,000 90,000 105,000
175,000(1) 48,000 64,000 80,000 96,000 112,000
- --------
(1) 1999 annual earnings for computation of pension benefits are limited to
$160,000 by Internal Revenue Service regulations.
At December 31, 1999, Mr. Lisicki and Mr. Ziskin each had one year of
credited service under the Pension Plan and Mr. Nachod had no years of credited
service.
Employment Agreements
The Bank has entered into a three year employment agreement with Mr.
Lisicki that expires in November 2002. The agreement provides for a minimum
annual base salary of $205,000, and for the payment of bonuses in the discretion
of the Board of Directors of the Bank. The term of the agreement will be
extended for an additional year (in addition to the then-remaining term) on each
anniversary of the commencement date, subject to approval of the Board of
Directors of the Bank. The Agreement entitles Mr. Lisicki to participate in all
employee benefit and retirement plans in which the Bank's executive officers
participate.
Under the employment agreement, if Mr. Lisicki's employment were
"involuntarily terminated" by the Bank other than in connection with or within
twelve months after a change in control of the Bank or the Company or for cause,
then (i) the Bank would be required to pay to Mr. Lisicki during the remaining
term of the agreement his salary at the rate in effect as of the date of
termination and (ii) the Bank would be required to provide to Mr. Lisicki during
the remaining term of the agreement substantially the same benefits as the Bank
maintained for its executive officers immediately prior to the date of
termination. The agreement provides that if Mr. Lisicki's employment were
involuntarily terminated in connection with or within 12 months after a change
in control, Mr. Lisicki would be entitled to receive from the Bank a lump sum
payment in cash of an amount equal to 299% of Mr. Lisicki's "base amount" and,
for the remaining term of the agreement, substantially the same health benefits
as the Bank maintained for its executive officers immediately prior to the
change in control. Under the agreement, "involuntary termination" means
termination of Mr. Lisicki's employment without his express written consent, and
also includes a material diminution of his current duties, responsibilities and
benefits (including not being elected or re-elected to the Board of Directors of
the Bank or the Company).
The Bank has nearly identical agreements with two year terms that expire in
November 2001 for each of Messrs. Ziskin and Nachod. The base salary under these
agreements are $85,000 and also provide for a lump sum payment of 299% of the
individual's base amount.
Supplemental Retirement Plans
The Bank maintains a supplemental retirement plan ("SERP") for the benefit
of Mr. Lisicki, which was adopted by Amsterdam Federal Bank in connection with
the termination of Amsterdam Federal Bank's defined benefit retirement plan in
fiscal 1994, and amended as of March 17, 1998. The purpose of the SERP is to
furnish Mr. Lisicki with supplemental post-retirement benefits in addition to
those which will be provided to him under the Bank's 401(k) Plan. (Amsterdam
Federal Bank's 401(k) Plan, in which Mr. Lisicki participated, was merged into
the Bank's 401(k) Plan during fiscal 1999. Mr. Lisicki is a participant in the
Bank's 401(k) plan). It is intended that Mr. Lisicki's benefits under the SERP,
when added to his benefits under the Bank's 401(k) Plan, will be approximately
equal to the benefits Mr. Lisicki would have received under the terminated
defined benefit retirement plan. Annually, a sum equal to 16.90% of Mr.
Lisicki's annual salary is expensed and funded by the Bank to a reserve account
("Deferred Compensation Account") for the purpose of providing to him the target
benefits under the SERP. Upon Mr. Lisicki's termination of employment with the
Bank (other than for cause), the supplemental retirement benefits consisting of
the then-current value of all amounts credited to Mr. Lisicki's Deferred
Compensation Account will be payable to him. The SERP provides that the Bank may
pay the benefits either as a single lump sum payment, by purchasing a straight
life or joint and survivor annuity, or in monthly installments over five, ten or
fifteen years. Upon receipt of benefits under the SERP, under current federal
income tax laws, Mr. Lisicki will recognize ordinary income in the amount of the
benefits he receives and the Bank will be entitled to a tax deduction for the
amount of benefits paid as compensation expense at that time.
The Bank maintains a nearly identical SERP for the benefit of Senior Vice
President Ziskin. Mr. Ziskin's SERP, however, provides for a Deferred
Compensation Account equal to 6.19%.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation and Benefits Committee is comprised of Directors
Bettini (Chairman), Leroy, Daly, Pedersen and Tesiero. No executive officer of
the Company is, or was during 1999, an executive officer of another company
whose board of directors has a comparable committee on which one of the
Company's executive officers serves. None of the executive officers of the
Company is, or was during 1999, a member of a comparable compensation committee
of a company of which any of the directors or executive officers of the Company
is an executive officer. Director Tesiero is a principal owner of the Amsterdam
Riverfront Center, which has leased two properties to the Bank. One property is
used as an operations center, and the other is used as a branch office. Each
lease agreement has a term of five years, expiring in 2003, with an option to
renew after expiration for an additional five years. The lease payments by the
Bank are equivalent to the market rate at the time the lease agreements were
executed. The Bank is expected to pay in the aggregate approximately $125,000 in
lease payments under both agreements over the terms of the leases. Further,
certain directors serving on the Company's Compensation and Benefits Committee
hold loans made by the Bank. These loans were made in the ordinary course of
business and on the same terms and conditions as those of comparable
transactions prevailing at the time, in accordance with the Bank's underwriting
guidelines, and do not involve more than the normal risk of collectibility or
present other unfavorable features.
Compensation and Benefits Committee Report
The Compensation and Benefits Committee (the "Committee") is responsible
for the establishment, oversight and administration of executive compensation
and executive and director incentive plans. The Committee is composed entirely
of outside directors.
Executive Compensation Philosophy
The executive compensation program is designed to achieve two principal
objectives. First, the program is intended to be fully competitive so as to
attract, motivate and retain talented executives. Secondly, the program is
intended to align executive compensation with the values and objectives,
business strategy, management initiatives, and the business and financial
performance of the Company. The Committee's philosophy is to pay competitive
annual salaries to executive officers, coupled with incentives that will result
in overall compensation for executive officers that will fluctuate depending
upon, and be commensurate with, the Company's actual performance in relation to
the financial goals established by the Committee and ratified by the Board of
Directors at the beginning of each year. These incentives consist of annual cash
incentive compensation and long-term stock compensation, consisting primarily of
stock grants and stock options.
The Committee assesses the competitiveness of its executives' compensation
by referring, at least annually, to a survey which compares and examines a
variety of compensation-related data furnished by a prominent international
consulting firm for the financial industry. The Committee also periodically
reviews the compensation policies of other similarly situated companies, as set
forth in various industry publications, to determine whether the Company's
compensation decisions are competitive within its industry. Based upon this
information, the Committee believes that it has established a program to:
- Support a performance-oriented environment that rewards
performance not only with respect to the Company's goals but also
the Company's performance as compared to that of others in the
industry;
- Attract and retain key executives critical to the long-term
success of the Company and the Bank;
- Integrate compensation programs with both the Company's annual
and long-term strategic planning and measuring processes; and
- Reward executives for long-term strategic management and the
enhancement of stockholder value.
In making compensation decisions the Committee also focuses on the
individual contributions of executives of the Company and the Bank. The
Committee uses its discretion to set executive compensation as, in its judgment,
external, internal or individual circumstances dictate.
Annual Salaries
Salary ranges governing executives are established annually based upon
competitive data and other information pertinent to the geographic area,
especially in the banking field. Within the ranges, salaries vary based upon an
individual's level of responsibility, impact on the business, work experience,
performance, tenure and potential for advancement within the Company and the
Bank. Annual salaries for newly-hired executives are determined at the time of
hire, taking into account all of the foregoing, except tenure. The chief
executive officer and other executive officers generally receive salary increase
consideration at 12-15 month intervals for purposes of business performance
comparisons. Salary adjustments for the chief executive officer and other
executives are subject to approval by the full Board, based upon the
recommendations of the Committee.
No salary increases were granted to the chief executive officer or the
other named executive officers for 1999. In lieu of salary increases, an
incentive plan was adopted as discussed below.
Annual Incentives/Bonuses
The Board of Directors established a Senior Management Salary Incentive
Plan. The purpose of the plan is to meet and exceed financial goals to promote a
superior level of performance relative to the bank's competition in its market
area. Through payment of incentive compensation beyond base salaries, the plan
provides reward for meeting and exceeding the bank's financial goals as well as
recognition of individual achievements for plan participants.
In the event that quarterly net income exceeds $700,000, the plan provides
for the payment of an award of 7.14% times the net income above $700,000. Awards
are to be distributed 40% to the President & CEO and 22.5% each to the other
named executive officers. The maximum aggregate bonus amount was set at $200,000
for the year.
Long-Term Incentives
The Company's Stock Option Plan and RRP, which were approved by
stockholders in 1997, are the Company's long-term incentive plans for executive
officers, directors and employees of the Company and the Bank. The objectives of
the program are to align executive and stockholder long-term interests by
creating a strong and direct link between executive pay and the Company's
performance, and to enable such individuals to develop and maintain a
significant, long-term stock ownership position in the Company's common stock.
Awards are made at a level calculated to be competitive with the thrift
industry. There were no awards made to the named executive officers during 1999.
In 1993, Section 162(m) was added to the Internal Revenue Code, the effect
of which was to eliminate the deductibility of compensation over $1 million,
with certain exclusions, paid to each of certain highly compensated executive
officers of publicly held corporations, such as the Company. Section 162(m)
applies to all remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless expressly
excluded. Because the current compensation of each of the Company's executive
officers is well below the $1 million threshold, the Company has not yet
considered its policy regarding this provision.
Submitted by the Compensation and Benefits Committee of the Company:
James J. Bettini (Chairman)
John J. Daly
Marvin R. LeRoy, Jr.
Charles S. Pedersen
John A. Tesiero, Jr.
Stockholder Return Performance Presentation
The line graph below compares the cumulative total shareholder return on
the Company's common stock to the cumulative total return of a broad index of
The Nasdaq Stock Market and a savings and loan industry index for the period
from December 27, 1995 (the date the Company became a public company) through
December 31, 1999. Data for the Nasdaq and Saving and Loan indices were
calculated by Media General Financial Services. The graph assumes the investment
of $100.00 on December 27, 1995 and the reinvestment of all dividends.
[GRAPHIC: LINE GRAPH PLOTTED AS FOLLOWS:]
Plotting Points
====================================================================================================================
12/27/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
Ambanc Holding Co. Inc. $100.00 $101.09 $112.50 $188.61 $181.25 $153.82
Savings and Loan Index 100.00 100.00 130.51 219.43 192.36 154.64
Nasdaq Market Index 100.00 100.00 124.27 152.00 214.39 378.12
====================================================================================================================
Certain Transactions
Standstill Agreement with Director Seidman. In February 2000, Mr.
Seidman and a group of related persons and entities requested the nomination of
three directors to the board of directors of the Company and a list of
stockholders. During February and March, the Company and Mr. Seidman held
discussions concerning these matters. On March 24, 2000, the Company entered
into a standstill agreement with Mr. Seidman and his group (the "Standstill
Agreement"). Pursuant to the Standstill Agreement, the Company agreed to appoint
Mr. Seidman to the board of directors of the Company for a term to expire at the
Meeting and to nominate Mr. Seidman for election at the Meeting for a three year
term. The Company also agreed that it will appoint Mr. Seidman to the board of
directors of the Bank for a three year term if Mr. Seidman is elected at the
Meeting.
Pursuant to the Settlement Agreement, Mr. Seidman and his group have
agreed to vote all shares of common stock they control in accordance with the
recommendation by the Company's Board of Directors on the election of directors
at the Meeting and in favor of Mr. Lisicki's re-election to the Board of
Directors of the Company at the 2001 annual meeting. In addition, Mr. Seidman
and his group have agreed not to introduce any shareholder proposal or to
support any proposal or otherwise attempt to effect a change in control of the
Company or the corporate policy of the Company that is not supported by the
Company's Board of Directors. However, this provision does not apply to the 2001
annual meeting or to subsequent meetings. Also, Mr. Seidman and his group agreed
to withdraw their nominations for director and their request for a list of
stockholders. The Company appointed Mr. Seidman to the Board on March 24, 2000.
Litigation and Settlement Agreement with Director Holtzman. In May
1998, Mr. Holtzman and a group of related persons and entities filed lawsuits
against the Company objecting to certain disclosures contained in the Company's
proxy materials for its 1998 annual meeting of stockholders, and alleging
certain defamation claims. In August 1998, the Company, together with AFSALA,
entered into a settlement and standstill agreement with Mr. Holtzman and his
group (the "Settlement Agreement"). Pursuant to the Settlement Agreement, Mr.
Holtzman and his group agreed to dismiss the litigation against the Company with
prejudice and to refrain from future litigation against the Company and AFSALA
through January 1, 2000. Mr. Holtzman and his group also, as required by the
Settlement Agreement, publicly stated that they fully supported the then-pending
merger of the Company and AFSALA, and agreed to vote all shares of Company and
AFSALA common stock they owned in favor of the merger.
Pursuant to the Settlement Agreement, Mr. Holtzman and his group voted
at the 1999 annual meeting all shares of common stock they controlled led in
accordance with the recommendation by the Company's Board of Directors on the
election of directors and ratification of the appointment of auditors. Mr.
Holtzman and his group further agreed not to introduce any shareholder proposal
at the 1999 annual meeting or to support any proposal that was opposed by the
Company's Board of Directors. In addition, Mr. Holtzman and his group agreed not
to, in connection with the 1999 annual meeting, solicit proxies against or
otherwise oppose any management proposal or nominee for election as a director.
In consideration for the covenants made by Mr. Holtzman and his group,
the Company engaged an investment banking firm to seek ways to maximize
shareholder value, including the sale of the Company. The Company agreed that
if, as was the case, the Company did not enter into a merger or acquisition
agreement with a third party by April 1, 1999, the Company's Board of Directors
would appoint two persons selected by Mr. Holtzman and his group to serve
three-year terms as directors of the Company. The Company appointed Messrs.
Holtzman and Lyons to the Board on April 1, 1999. The Company and AFSALA also
agreed to pay to Mr. Holtzman and his group $80,000 in cash representing
reimbursement of a portion of their expenses, and to refrain from litigation
against Mr. Holtzman and his group for any matters which occurred on or before
the date of the Settlement Agreement.
Lease Agreements. Director John A. Tesiero, Jr. is a principal owner of
the Amsterdam Riverfront Center, which has leased two properties to the Bank.
One property is used as an operations center, and the other is used as a branch
office. Each lease agreement has a term of five years, expiring in 2003, with an
option to renew after expiration for an additional five years. The lease
payments by the Bank are equivalent to the market rate at the time the lease
agreements were executed. The Bank is expected to pay in the aggregate
approximately $125,000 in lease payments under both agreements over the terms of
the leases.
Loans. The Company has followed a policy of granting consumer loans
and loans secured by the borrower's personal residence to officers, directors
and employees. Loans to directors must be approved by a majority of the
disinterested directors. Residential loans and any loan in excess of $100,000 to
an executive officer must be approved by a majority of the Board of Directors.
All loans to executive officers and directors are made in the ordinary course of
business and on the same terms and conditions as those of comparable
transactions prevailing at the time, in accordance with the Company's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP to be the Company's
independent auditors for the fiscal year ending December 31, 2000, subject to
ratification of such appointment by the Company's stockholders at the Meeting. A
representative of KPMG LLP is expected to attend the Meeting to respond to
appropriate questions and will have an opportunity to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, 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 Company. The Company is not aware of
any beneficial owner, as defined under Section 16(a), of more than ten percent
of the Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers and directors were complied with during the
fiscal year ended December 31, 1999.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for its 2000 Annual Meeting of Stockholders, any stockholder proposal to take
action at the 2000 Annual Meeting must be received at the main office of the
Company, 11 Division Street, Amsterdam, New York 12010-4312, no later than
December 22, 2000. Any proposal submitted will be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934, as amended,
and, as with any stockholder proposal (regardless of whether included in the
Company's proxy materials), the Company's Certificate of Incorporation and
Bylaws and Delaware law. Under the proxy rules, in the event that the Company
receives notice of a stockholder proposal to take action at the 2000 Annual
Meeting that is not submitted for inclusion in the Company's proxy materials, or
is submitted for inclusion but is properly excluded from the Company's proxy
materials, the persons named in the form of proxy sent by the Company to its
stockholders intend to exercise their discretion to vote on the proposal in
accordance with their best judgment if notice of the proposal is not received at
the main office of the Company by the Deadline (as defined below). In addition
to the provision of the proxy rules regarding discretionary voting authority
described in the preceding sentence, the Company's Bylaws provide that if notice
of a stockholder proposal to take action at the 2000 Annual Meeting is not
received at the main office of the Company by the Deadline, the proposal will
not be recognized as a matter proper for submission to the Company's
stockholders and will not be eligible for presentation at the 2001 Annual
Meeting. The "Deadline" means March 27, 2001; however, in the event the 2001
Annual Meeting is held before May 6, 2001 or after July 25, 2001, the "Deadline"
means the close of business on the later of the 60th day prior to the date of
the 2001 Annual Meeting or the tenth day following the day on which notice of
the 2001 Annual Meeting is first mailed or public announcement of the date of
the 2001 Annual Meeting is first made.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. Should
any other matters properly come before the Meeting, it is intended that holders
of the proxies will act in accordance with their best judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, AMBANC HOLDING CO., INC., 11
DIVISION STREET, AMSTERDAM, NEW YORK 12010-4303.
Ambanc Holding Co., Inc.
Amsterdam, New York
Annual Meeting of Stockholders May 26, 2000
The undersigned hereby appoints the members of the Board of Directors
of Ambanc Holding Co., Inc. (the "Company") with full powers of substitution, to
act as attorneys and proxies for the undersigned to vote all shares of common
stock, par value $.01 per share (the "Common Stock"), of Ambanc Holding Co.,
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the Best Western Hotel located at 10 Market Street,
Amsterdam, New York, at the date and time set forth in the Notice of Annual
Meeting and at any and all adjournments and postponements thereof, as instructed
hereon.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES LISTED AND FOR THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP. IF ANY OTHER BUSINESS IS PRESENTED
AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT.
I. Election of four FOR all nominees WITHHOLD
directors for terms listed (except as AUTHORITY TO
of three years marked to the vote for all nominees
contrary below) listed
Nominees: --------------- ---------------------
- -------- [ ] [ ]
John J. Daly
Marvin R. LeRoy, Jr.
Lawrence B. Seidman
Ronald S. Tecler
(Instructions: To withhold authority to vote for one or more but not all
nominees, mark the "FOR" box, and write the name(s) of the nominee(s) for whom
you wish to withhold your vote in the space provided below. To withhold
authority to vote for all nominees, mark the 'WITHHOLD AUTHORITY" box.
II. Ratification of the appointment of KPMG LLP as independent auditors for the
fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
--- ------- -------
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
The Board of Directors recommends a vote "For" the election of all nominees
listed and "For" the ratification of the appointment of KPMG LLP.
This proxy may be revoked at any time before it is voted by delivering to
the Secretary of the Company, on or before the taking of the vote at the
Meeting, a written notice of revocation bearing a later date than the proxy or a
later dated proxy relating to the same shares of Company Common Stock, or by
attending the Meeting and voting in person. Attendance at the Meeting will not
in itself constitute the revocation of this proxy. If this proxy is revoked as
described above, then the power of the attorneys and proxies named herein shall
be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of the Notice of the Annual Meeting, the related Proxy
Statement and the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1999.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN ENCLOSED
POSTAGE-PAID ENVELOPE.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
[ ] Please check here if you plan to attend the Meeting.
Dated: , 2000
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- ------------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
- ------------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this form of proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, SIGN, DATE, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.