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
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 Sec.240.14a-12
INTERVEST BANCSHARES CORPORATION
--------------------------------
(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
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1) and (2) or Item
22(a)(2) of Schedule 14A
[ ] 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 O-11:
_____________________________________________
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: __________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 27, 2004
NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Stockholders (the
"Annual Meeting") of Intervest Bancshares Corporation (the "Company") will be
held on Thursday, May 27, 2004, at 9:30 a.m., New York time, at the offices of
Intervest National Bank, One Rockefeller Plaza (Suite 300), New York, New York
for the following purposes:
1. To elect directors; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April 15, 2004 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of Class A or Class B Common Stock of record at the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors,
Jerome Dansker
Chairman of the Board
April 22, 2004
New York, New York
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
PROXY STATEMENT
2004 ANNUAL MEETING OF STOCKHOLDERS
INTERVEST BANCSHARES CORPORATION
10 ROCKEFELLER PLAZA (SUITE 1015)
NEW YORK, NEW YORK 10020-1903
(212) 218-2800
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (sometimes referred to herein as the "Board") of
Intervest Bancshares Corporation, a Delaware corporation (the "Company") of
proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting"), to
be held on May 27, 2004, or any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the accompanying proxy are being mailed to
stockholders commencing on or about April 22, 2004. The Annual Report for the
year ended December 31, 2003, including financial statements, is being mailed to
stockholders concurrently with the mailing of this Proxy Statement.
You will find a form of proxy in the envelope in which you received this
Proxy Statement. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. A stockholder giving a proxy may revoke it at any time prior to the
commencement of the Annual Meeting by: filing a written notice of revocation
with the Secretary of the Company prior to the meeting; delivering to the
Secretary of the Company a duly executed proxy bearing a later date; or
attending the Annual Meeting, filing a written notice of revocation with the
Secretary of the meeting and voting in person.
If the enclosed form of proxy is properly signed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon. SIGNED
PROXIES WITH NO INSTRUCTIONS THEREON WITH RESPECT TO THE PROPOSAL SET FORTH IN
THE ACCOMPANYING NOTICE OF ANNUAL MEETING WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES AS DIRECTOR. If any other matters are properly brought before the
Annual Meeting, the persons named in the accompanying proxy will vote the shares
represented by such proxy on such matters as shall be determined by a majority
of the Board of Directors or its Executive Committee.
The voting securities of the Company entitled to vote at the Annual Meeting
consist of shares of Class A and Class B Common Stock. Only stockholders of
record at the close of business on April 15, 2004 are entitled to notice of and
to vote at the Annual Meeting. As of March 31, 2004, there were 5,663,075 shares
of the Company's Class A Common Stock and 385,000 shares of the Company's Class
B Common Stock issued and outstanding. The holders of the outstanding shares of
Class B Common Stock are entitled to vote for the election of two-thirds of the
directors of the Company rounded up to the nearest whole number, or eight
directors. The holders of the outstanding shares of Class A Common Stock are
entitled to vote for the election of the remaining directors of the Company, or
three directors. The holders of both Class A and Class B Common Stock as of the
record date are entitled to vote on all other matters to come before the
meeting, and each is entitled to one vote for each share held on the record
date.
A majority of the outstanding shares of Common Stock entitled to vote,
represented in person or by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for purposes of determining whether a quorum is present, but
will have no effect on the vote. If a quorum is present, the three nominees for
election by the holders of Class A Common Stock and the eight nominees for
election by the holders of Class B Common Stock who receive the highest number
of votes cast by holders of shares of Class A Common Stock and Class B Common
Stock, respectively, will be elected as directors of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 2004 by (i) each person
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each of the Company's directors,
(iii) each executive officer of the Company and (iv) all current directors and
executive officers of the Company as a group.
CLASS A COMMON STOCK CLASS B COMMON STOCK
--------------------------- -----------------------
NAME OF BENEFICIAL HOLDER SHARES % CLASS(1) SHARES % CLASS(1)
- --------------------------------------- ------------- ------------ ----------- ----------
HELENE D. BERGMAN 447,300 (2) 7.90% 75,000 19.48%
DIRECTORS AND EXECUTIVE OFFICERS
- ---------------------------------------
LAWRENCE G. BERGMAN 430,800 (2) 7.61% 75,000 19.48%
Director, Vice President and Secretary
MICHAEL A. CALLEN
Director 25,000 0.44% - -
LOWELL S. DANSKER
Vice Chairman and President 928,300 (3) 16.39% 150,000 38.96%
JEROME DANSKER
Chairman and Executive Vice President 1,005,965 (4) 16.32% 280,000 (4) 48.28%
PAUL DEROSA 5,000 0.09% - -
Director
STEPHEN A. HELMAN 38,500 0.68% - -
Director
WAYNE F. HOLLY 18,700 (5) 0.33% - -
Director
LAWTON SWAN, III 500 0.01% - -
Director
THOMAS E. WILLETT 6,000 0.11% - -
Director
DAVID J. WILLMOTT 99,047 1.75% - -
Director
WESLEY T. WOOD 95,032 (6) 1.68% - -
Director
All directors and executive officers 2,652,844 43.02% 505,000 87.07%
as a group (11 persons)
- ---------------------------------------------------------------------------------------------
<FN>
(1) Percentages have been computed based upon the total outstanding shares of
the Company plus, for each person and the group, shares that person or the
group has the right to acquire pursuant to warrants or convertible
debentures. The address of all persons listed is: Care of Intervest
Bancshares Corporation, 10 Rockefeller Plaza, Suite 1015, New York, New
York 10020.
(2) Includes 10,350 shares held by children.
(3) Includes 10,500 shares held by minor children.
(4) Includes 501,465 shares of Class A common stock issuable upon the exercise
of warrants and 36,000 shares held by his spouse. The shares of Class B
common stock include 195,000 shares issuable upon the exercise of warrants
and 30,000 shares held by his spouse.
(5) Includes 2,500 shares held by minor children.
(6) Includes 2,532 shares of Class A common stock issuable upon the conversion
of debentures.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, it is proposed to elect a board of 11 directors, each to
serve until the next annual meeting or until a successor is elected and
qualified. If no contrary specification is made, the persons named in the proxy
card will vote for the election of the nominees named below. If any of these
persons should decline election or should by reason of unexpected occurrence not
be able to serve, the persons named in the proxy card may exercise discretionary
authority to vote for a substitute or substitutes. All of the nominees are
presently serving as directors of the Company and, with the exception of Mr.
Helman were elected by the shareholders. Mr. Helman was elected by the Board of
Directors in December 2003.
The names of the nominees and certain information about them are set forth
below.
FOR ELECTION BY THE HOLDERS OF CLASS A COMMON STOCK:
MICHAEL A. CALLEN, age 63, serves as a Director of the Company and has
served in such capacity since May 1994. Mr. Callen received a Bachelor of Arts
degree from the University of Wisconsin in Economics and Russian. Mr. Callen is
President of Avalon Argus Associates, a financial consulting firm. Mr. Callen
had been Senior Advisor, The National Commercial Bank, Jeddah, Kingdom of Saudi
Arabia for more than five years and prior to 1993 was a Director and Sector
Executive at Citicorp/Citibank, responsible for corporate banking activities in
North America, Europe and Japan. Mr. Callen is also a Director of Intervest
National Bank and Intervest Mortgage Corporation, and also serves as a Director
of AMBAC, Inc.
WAYNE F. HOLLY, age 47, serves as a Director of the Company and has served
in such capacity since June 1999. Mr. Holly received a Bachelor of Arts degree
in Economics from Alfred University. Mr. Holly is Chairman and President of
Sage, Rutty & Co., Inc., members of the Boston Stock Exchange, with an office in
Rochester, New York. Mr. Holly has been an Officer and Director of Sage, Rutty &
Co., Inc. for more than five years. Mr. Holly is also a Director of Intervest
National Bank and Intervest Mortgage Corporation.
LAWTON SWAN, III, age 61, serves as a Director of the Company and has
served in such capacity since February 2000. Mr. Swan received a Bachelor of
Science Degree from Florida State University in Business Administration and
Insurance. Mr. Swan is President and Chairman of the Board of Interisk
Corporation, a consulting firm specializing in risk management and employee
benefit plans, which he founded in 1978. Mr. Swan is also a Director of
Intervest National Bank and Intervest Mortgage Corporation.
FOR ELECTION BY THE HOLDERS OF CLASS B COMMON STOCK:
LAWRENCE G. BERGMAN, age 59, serves as a Director, and as Vice President
and Secretary of the Company and has served in such capacities since the Company
was organized. Mr. Bergman received a Bachelor of Science degree and a Master
of Engineering (Electrical) degree from Cornell University, and a Master of
Science in Engineering and a Ph.D degree from The Johns Hopkins University. Mr.
Bergman is also a Director of Intervest National Bank, a Director,
Vice-President and Secretary of Intervest Mortgage Corporation and a Director
and Vice-President of Intervest Securities Corporation.
JEROME DANSKER, age 85, serves as Chairman of the Board of Directors and
Executive Vice President of the Company. He has served as Executive Vice
President since 1994 and as Chairman of the Board since 1996. Mr. Dansker
received a Bachelor of Science degree from the New York University School of
Commerce, Accounts and Finance, a law degree from the New York University School
of Law, and is admitted to practice as an attorney in the State of New York.
Mr. Dansker is also Chairman of the Board of Directors of Intervest National
Bank and Intervest Securities Corporation and he is Chairman of the Board of
Directors and Executive Vice President of Intervest Mortgage Corporation.
3
LOWELL S. DANSKER, age 53, serves as a Vice Chairman of the Board of
Directors, President and Treasurer of the Company, and has served in such
capacities, except for Vice Chairman, since the Company was organized. He has
served as Vice Chairman since October 2003. Mr. Dansker received a Bachelor of
Science in Business Administration from Babson College, a law degree from the
University of Akron School of Law, and is admitted to practice as an attorney in
New York, Ohio, Florida and the District of Columbia. Mr. Dansker is also
serves as: Vice Chairman of the Board of Directors and Chief Executive Officer
of Intervest National Bank; Vice Chairman of the Board of Directors, President
and Treasurer of Intervest Mortgage Corporation; and as Vice Chairman of the
Board of Directors and Chief Executive Officer of Intervest Securities
Corporation.
PAUL DEROSA, age 62, serves as a Director of the Company and has served in
such capacity since February 2003. Mr. DeRosa received a Ph.D in Economics from
Columbia University. Mr. DeRosa is a principal of Mt. Lucas Management Corp.,
where he is responsible for management of fixed income investments of that
firm's Peak Partners Hedge Fund, and has served in that capacity since 1988.
From July 1995 to March 1998, Mr. DeRosa was Chief Executive Officer of
Eastbridge Holdings Inc. Mr. DeRosa is also a Director of Intervest National
Bank and Intervest Mortgage Corporation.
STEPHEN A. HELMAN, age 65, serves as a Director of the Company and has
served in such capacity since December 2003. Mr. Helman received a Bachelor of
Arts degree from the University of Rochester and a law degree from Columbia
University. Mr. Helman is an attorney in private practice in New York, New
York. Mr. Helman is also a Director of Intervest National Bank and Intervest
Mortgage Corporation.
THOMAS E. WILLETT, age 56, serves as a Director of the Company and has
served in such capacity since March 1999. Mr. Willett received a Bachelor of
Science Degree from the United States Air Force Academy and a law degree from
Cornell University School of Law. Mr. Willett has been a partner of Harris
Beach LLP, a law firm in Rochester, New York, for more than five years and is a
Director of Intervest National Bank and Intervest Mortgage Corporation.
DAVID J. WILLMOTT, age 65, serves as a Director of the Company and has
served in such capacity since March 1994. Mr. Willmott is a graduate of Becker
Junior College and attended New York University Extension and Long Island
University Extension of Southampton College. Mr. Willmott is the Editor and
Publisher of Suffolk Life Newspapers, which he founded more than 25 years ago
and is a Director of Intervest National Bank and Intervest Mortgage Corporation.
WESLEY T. WOOD, age 61, serves as a Director of the Company and has served
in such capacity since March 1994. Mr. Wood received a Bachelor of Science
degree from New York University, School of Commerce. Mr. Wood is a Director and
President of Marketing Capital Corporation, an international marketing
consulting and investment firm which he founded in 1973. He is also a Director
of Intervest National Bank and Intervest Mortgage Corporation, an Advisory Board
Member of The Center of Direct Marketing at New York University, a member of the
Advisory Trustees at Fairfield University in Connecticut, and a Trustee of St.
Dominics R.C. Church in Oyster Bay, New York.
-------------------------------------------------------
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" |
| THE ELECTION OF THE FOREGOING NOMINEES FOR DIRECTOR.|
-------------------------------------------------------
Jerome Dansker is the father of Lowell S. Dansker. Otherwise, there are no
family relationships between any director, executive officer or any person
nominated or chosen by the Board of Directors to become a director or executive
officer.
DIRECTOR NOMINATIONS PROCESS
The Company does not have a standing nominating committee, and the Board of
Directors has determined that its Director Nomination Policy works efficiently
without the need for a separate nominating committee. Candidates for nomination
for election by the holders of Class A Common Stock are reviewed by those
directors who qualify as "independent" directors, as such term is defined in the
4
rules of the National Association of Securities Dealers. The independent
directors then recommend a slate of nominees for election by the Class A
stockholders to the full board of directors for review and approval. The full
board of directors approves the nominees for election by the holders of Class A
and Class B Common Stock. The independent directors will consider candidates
recommended by management of the Company, and will also consider candidates
recommended by any shareholder of the Company. There are no differences in the
manner in which the Company's independent directors evaluate
shareholder-recommended nominees, as compared with nominees obtained from other
sources.
Any shareholder of the Company may nominate one or more persons for
election by the holders of Class A Common Stock as a director of the Company at
an annual meeting if the shareholder complies with the notice, information and
consent provisions contained in the Company's bylaws. In order for the director
nomination to be timely, a shareholder's notice to the Company's Secretary must
be delivered not less than 90 days nor more than 120 days in advance of the date
of the proxy statement and notice released to shareholders in connection with
the Company's immediately preceding annual meeting of shareholders. In the event
that the Company sets an annual meeting date that is not within 30 days before
or after the date of the immediately preceding annual meeting, notice by the
shareholder must be received no later than the close of business on the 10th day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the date was made, whichever occurs first. To be in proper
form, a notice must also contain information concerning the proposed nominee,
including: the name, age, business address and residence address of the person;
the principal occupation of the person; the beneficial ownership of Company
shares of the person; and any other information related to the person that would
be required to be filed in a proxy statement or other filings required to be
made in connection with the solicitation of proxies.
AFFIRMATIVE DETERMINATIONS REGARDING DIRECTOR INDEPENDENCE AND OTHER MATTERS
The Board of Directors has determined that each of the following directors
is an "independent" director as such term is defined in Marketplace Rule
4200(a)(15) of the National Association of Securities Dealers (the "NASD"):
Michael A. Callen; Lawton Swan, III; Paul DeRosa; Stephen A. Helman; Thomas E.
Willett; David J. Willmott; and Wesley T. Wood.
In this Proxy Statement, these seven directors are referred to individually
as an "Independent Director" and collectively as the "Independent Directors."
The Board of Directors has also determined that each member of the Audit
Committee meets the independence requirements applicable to that Committee
prescribed by the NASD and the Securities and Exchange Commission. The Board
further determined that Mr. Michael A. Callen and Mr. Paul DeRosa, members of
the Audit Committee, are "Audit Committee Financial Experts," as such term is
defined in Item 401(h) of Regulation S-K of the SEC rules.
The Company has a procedure in place to facilitate communications to the
Board of Directors by shareholders. Under the process approved by the Board,
the Secretary reviews all correspondence addressed to the Board of Directors or
any individual member of the Board, and will forward to the Board a summary of
all such correspondence and copies of all correspondence that, in the opinion of
the Secretary, deals with the functions of the Board or any of its Committees or
that is otherwise determined to require the Board's attention. Directors may at
any time review a log of all correspondence received by the Company that is
addressed to the Board or individual members of the Board and request copies of
such correspondence. Concerns related to accounting, internal controls or
auditing matters are immediately brought to the attention of the Company's Audit
Committee and are handled in accordance with procedures established by the Audit
Committee.
The Company does not have a policy that requires members of the board to
attend its annual meeting of shareholders. Three members of the board attended
the Company's most recent annual meeting of shareholders.
5
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Regular meetings of the Board of Directors are held every other month and
special meetings of the Board of Directors are held from time to time as needed.
The Board of Directors held six meetings in 2003. During the period that each
Director served as such, all of the Directors (except Mr. Wood, who attended
three of the six meetings and Mr. Helman who was elected at the December 2003
meeting) attended at least 75% of the total meetings held by the Board of
Directors and by the Committees on which they served during 2003.
COMMITTEES OF THE BOARD OF DIRECTORS
Currently, the Board of Directors has the following standing committees:
EXECUTIVE COMMITTEE. Members of the Executive Committee are Lawrence G.
Bergman, Jerome Dansker and Lowell S. Dansker. The Executive Committee
exercises all of the power of the Board between meetings of the Board. The
Executive Committee held eight meetings in 2003.
AUDIT COMMITTEE. Members of the Audit Committee are Michael A. Callen,
Chairman, and Paul DeRosa, Lawton Swan, III and David J. Willmott. The members
of the Audit Committee are independent as defined in Rule 4200(a)(15) of the
Nasdaq Stock Market. The functions of the Audit Committee and its activities
during the most recent fiscal year are described below under the heading Report
of the Audit Committee. The Audit Committee held seven meetings in 2003.
REPORT OF THE AUDIT COMMITTEE
The following report of the Audit Committee does not constitute soliciting
material and shall not be deemed filed or incorporated by reference into any
Company filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent the Company specifically incorporates this report
by reference therein.
As set forth in more detail in its charter, the Audit Committee's primary
responsibilities fall into three broad categories:
(1) the Committee is charged with monitoring the preparation of
quarterly and annual financial statements by the Company's management,
including discussions with management and the Company's outside auditors;
(2) the Committee is responsible for matters concerning the
relationship between the Company and its outside auditors, including:
recommending their appointment or removal; reviewing the scope of their
audit services and related fees, as well as any other services that may be
provided to the Company; and determining whether the outside auditors are
independent; and
(3) the Committee oversees implementation of effective systems of
internal controls, including review of policies relating to legal and
regulatory compliance, ethics and conflicts of interest; and review of the
activities and recommendations of the Company's internal auditors.
In overseeing the preparation of the Company's financial statements, the
Committee discussed with both management and the Company's outside auditors all
financial statements prior to their issuance and discussed significant
accounting issues. Management advised the Committee that all financial
statements were prepared in accordance with accounting principles generally
accepted in the United States, and the Committee discussed the statements with
management, as well as the outside auditors of the Company and its subsidiaries.
The Committee's review included discussions with the outside auditors of matters
required to be discussed pursuant to Statement on Auditing Standards No. 61.
The Committee also discussed with the auditors matters relating to their
independence, including a review of audit and non-audit fees and the disclosures
made to the Committee pursuant to Independence Standards Board Standard No. 1.
In addition, the Committee reviewed initiatives and programs aimed at
strengthening the effectiveness of the Company's internal control structure.
6
On the basis of these reviews and discussions, the Committee recommended to
the Board of Directors that the Board approve the inclusion of the Company's
audited financial statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003, for filing with the Securities and Exchange
Commission.
The Committee also recommended that the firm of Hacker, Johnson & Smith,
P.A., P.C., be appointed independent auditors for the Company for 2004.
Audit Committee Members: Michael A. Callen, Paul DeRosa, Lawton Swan, III and
David J. Willmott.
COMPENSATION OF DIRECTORS
Directors of the Company receive fees for attendance at the meeting of the
Board of Directors and at meetings of the Committees of the Board as noted in
the table that follows:
Amount Per
Meeting Attended
-----------------
Chairman and Vice Chairman of the Board of Directors of the Company (1) $3,500
Other Directors of the Company (1) $ 750
Chairman of the Executive and Audit Committees of the Company $ 750
Other members of the Executive and Audit Committees of the Company $ 500
Chairman of the Loan Committee of Intervest National Bank $ 750
Other members of the Loan Committee of Intervest National Bank $ 500
- ------------------------------------------------------------------------------------------
<FN>
(1) The same fee is also paid for each Board Meeting of Interest National Bank
and Intervest Mortgage Corporation attended by each Director, except for
Messrs. Raymond Sullivan and Keith Olsen who are Directors of Intervest
National Bank and do not receive any compensation for attending meetings.
EXECUTIVE COMPENSATION
The Board of Directors does not have a compensation committee and the
compensation of the executive officers of the Company and its subsidiaries is
approved by the full Board of Directors.
The following report is furnished by the Board of Directors.
The Board of Directors evaluates the performance of the President on an
annual basis. The Board of Directors does not apply any specific factors or
criteria in the establishment of his compensation.
With respect to the executive officers of the Company, the Company's
executive compensation programs are principally designed to give executives
incentives to focus on and achieve the Company's business objectives. Key
elements of its compensation programs are competitive base salaries and annual
performance-based bonuses, which seek to recognize individual performance each
year. The Company has, from time to time, granted stock purchase warrants that
provide financial rewards to executives if there is stock price appreciation
over the period of exercisability.
The Board reviews compensation of executive officers annually in the
context of total compensation packages awarded to executives with similar
responsibilities at similar companies in the financial sector. The bonuses paid
to the executive officers were intended to recognize accomplishments of the
Company and its subsidiaries in the past year.
EXECUTIVE COMPENSATION SUMMARY TABLE
The following table sets forth information concerning total compensation
paid during the last three years by the Company or its subsidiaries to the
Company's President and the four other most highly compensated executive
officers of the Company who served in such capacities as of December 31, 2003
for services rendered to the Company during each of the past three fiscal years.
Messrs. Olsen, Sullivan and Arvonio serve as Executive Officers of Intervest
National Bank but do not serve as Executive Officers of the Company.
7
EXECUTIVE COMPENSATION SUMMARY TABLE
Annual Compensation Long-Term Compensation
---------------------------------- ----------------------
Name Other Annual
Principal Position Year Salary(1) Bonuses Compensation Awards Pay-Outs
- -------------------------------------------------------------------------------------------------
JEROME DANSKER, 2003 $ 380,914 $ 10,000 ---- ---- ----
Chairman, 2002 $ 307,524 $150,000 ---- ---- ----
Executive Vice President 2001 $ 266,457 ---- ---- ---- ----
LOWELL S. DANSKER, 2003 $ 177,722 $ 15,000 ---- ---- ----
Vice Chairman, 2002 $ 93,575 ---- ---- ---- ----
President 2001 $ 39,594 ---- ---- ---- ----
KEITH A. OLSEN, 2003 $ 166,430 $ 10,000 ---- ---- ----
President - FloridaDivision 2002 $ 133,413 $ 20,000 ---- ---- ----
Intervest National Bank 2001 $ 138,599 $ 20,000 ---- ---- ----
RAYMOND C. SULLIVAN, 2003 $ 144,425 $ 7,500 ---- ---- ----
President - 2002 $ 127,688 $ 7,500 ---- ---- ----
Intervest National Bank 2001 $ 110,103 $ 7,500 ---- ---- ----
JOHN J. ARVONIO, 2003 $ 141,949 $ 7,500 ---- ---- ----
Chief Financial Officer - 2002 $ 122,538 $ 7,500 ---- ---- ----
Intervest National Bank 2001 $ 106,948 $ 7,500 ---- ---- ----
- -------------------------------------------------------------------------------------------------
<FN>
(1) Includes director and committee fees, matching contributions under the
401(K) plan, unused vacation and unreimbursed medical expenses paid by the
Company and its subsidiaries.
AGGREGATE WARRANT EXERCISES
No warrants, options or other equity incentives were granted in 2003. The
following table contains the aggregate number of shares of Class A Common Stock
underlying warrants exercised in 2003 and the number of warrants for shares of
Class A and Class B Common Stock held by each of the officers named in the
Executive Compensation Summary Table at December 31, 2003.
Number of Securities
Class A Underlying Unexpired Aggregate Value of
Shares Warrants at Year End Unexercised In-the
Acquired on Value Class A Class B Money Warrants at
Exercise Realized (1) Shares Shares (2) Year End (3)
- ------------------------------------------------------------------------------------------
Jerome Dansker 32,000 $ 132,480 501,465 195,000 $ 5,391,291
Lowell S. Dansker 12,500 $ 51,750 ---- ---- ----
Keith A. Olsen 21,500 (4) $ 59,571 ---- ---- ----
Raymond C. Sullivan ---- ---- ---- ---- ----
John J. Arvonio ---- ---- ---- ---- ----
- ------------------------------------------------------------------------------------------
<FN>
(1) Represents the difference between the fair market value of the shares at
the date of exercise and the exercise price of the warrant.
(2) At December 31, 2003, 187,600 of the Class B warrants were immediately
exercisable. An additional 7,400 warrants vest and become exercisable on
April 27, 2004. The warrants, which expire on January 31, 2008, become
fully vested earlier upon certain conditions.
(3) The value realized is calculated by subtracting the exercise price from the
fair market value of the underlying shares. For purposes of this table,
fair market value is deemed to be $14.65 per share, the average of the high
and low prices reported by NASDAQ for the Company's Class A Common Stock
transactions on December 31, 2003. There is no established trading market
for the Class B Common Stock. For purposes of this table, the fair market
value of the Class B Common Stock is also deemed to be $14.65 per share.
The Class B Common Stock is convertible into Class A Common Stock.
(4) Includes 16,500 warrants which were sold and no shares were acquired.
8
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information, as of December 31, 2003,
relating to equity compensation plans of the Company pursuant to which rights to
acquire shares of Class A and Class B common stock have been granted. All of the
rights were granted on or before February 2000.
Number of shares to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available
outstanding warrants outstanding warrants for future issuance
Class A (1) Class B (1) Class A Class B Class A Class B
- -------------------------------------------------------------------------------------------------------
Plans approved by shareholders 501,465 195,000 $ 6.67 $ 7.52 ---- ----
Plans not approved by shareholders ---- ---- ---- ---- ---- ----
- -------------------------------------------------------------------------------------------------------
<FN>
(1) The rights consist of warrants to purchase shares of Class A and B Common
Stock issued to the Chairman of the Company, the grant of which was
ratified by the shareholders of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As was indicated previously, the Company does not have a Compensation
Committee and the compensation of executive officers is determined by the full
Board of Directors. Messrs. Jerome Dansker, Lowell S. Dansker and Lawrence G.
Bergman, who are directors of the Company, are also officers and employees of
the Company and participated in deliberations concerning the compensation of
executive officers other than themselves.
EMPLOYMENT AGREEMENTS
Intervest Mortgage Corporation, the Company's wholly owned subsidiary, has
an employment agreement with Jerome Dansker that expires June 30, 2005. The
agreement provides for an annual salary in the present amount of $199,231, which
is subject to increase annually by six percent or by the percentage increase in
the consumer price index, if higher. The agreement also provides for monthly
expense account payments, the use of a car and medical benefits. In the event
of Mr. Dansker's death or disability, monthly payments of one-half of the amount
which would otherwise have been paid to Mr. Dansker will continue until the
longer of (i) the balance of the term of employment, or (ii) three years. The
agreement also provides for additional compensation of $1,000 per month for each
$10 million of gross assets of Intervest Mortgage Corporation in excess of $100
million.
Intervest National Bank, the Company's wholly owned subsidiary, has an
employment agreement with Keith A. Olsen that expires December 31, 2004. The
agreement provides for a base annual salary of $155,000 for 2004 and also
provides for the payment of up to two years of severance in certain instances
upon termination of employment.
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following stock performance graph compares the cumulative total
shareholder return of the Company's Class A Common Stock against the cumulative
total return of the Nasdaq Stock Market (U.S. companies) Index, the index for
banks with total assets of $500 million to $1 billion, and the Nasdaq Bank
index.
The stock performance graph was prepared by SNL Financial L.C. and assumes
that $100 was invested on December 31, 1998. The points marked on the horizontal
axis correspond to December 31 of each year. Each of the referenced indices is
calculated in the same manner.
9
[GRAPHIC OMITED]
PERIOD ENDING
----------------------------------------------------------
INDEX 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
- --------------------------------------------------------------------------------------------
Intervest Bancshares Corporation 100.00 71.43 42.86 84.57 123.43 167.43
NASDAQ - Total US 100.00 185.95 113.19 89.65 61.67 92.90
SNL $500M-$1B Bank Index 100.00 92.57 88.60 114.95 146.76 211.62
SNL NASDAQ Bank Index 100.00 96.08 110.92 120.73 124.18 160.28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Intervest National Bank has had various loan and other banking transactions
in the ordinary course of business with directors and executive officers of the
Company and its subsidiaries (or associates of such persons). In the opinion of
management, all such transactions: (i) have been or will be made in the ordinary
course of business, (ii) have been and will be made on substantially the same
terms, including interest rates and collateral on loans, as those generally
prevailing at the time for comparable transactions with unrelated persons, and
(iii) have not and will not involve more than the normal risk of collectability
or present other unfavorable features.
The Company, its directors and entities affiliated with certain directors
of the Company, have in the past and may in the future participate in mortgage
loans originated by the Company's subsidiaries. Such participations are on
substantially the same terms as would apply for comparable transactions with
other persons and the interest of the participants in the collateral securing
those loans is pari passu with such subsidiaries.
Thomas E. Willett, Esq., a Director of the Company, is a partner in the law
firm of Harris Beach LLP, which firm provides legal services to the Company and
its subsidiaries. Mr. Wayne F. Holly, a Director of the Company, also serves as
a Chairman and President of Sage, Rutty & Co., Inc., which firm has acted as
underwriter or placement agent in connection with securities offerings of the
Company and Intervest Mortgage Corporation.
Except for the transactions described above and outside of normal customer
relationships, none of the directors, officers or principal shareholders of the
Company and no corporations or firms with such persons or entities are
associated, currently maintains or has maintained since the beginning of the
last fiscal year, any significant business or personal relationship with the
Company or with its subsidiaries other than such as arises by virtue of such
position or ownership interest in the Company.
10
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and more than 10% stockholders were satisfied, except that each of
Lowell S. Dansker, Jerome Dansker, Lawrence G. Bergman and Helene Bergman
inadvertently failed to timely report the acquisition of 12,500, 32,000, 6,250
and 6,250 shares of Class A Common Stock, respectively. These shares were
acquired upon the exercise of outstanding warrants and the transactions were
subsequently reported on Forms 4. In addition, Michael A. Callen reported on May
7, 2003, the sale on April 30, 2003 of 4,500 shares of Class A Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
APPOINTMENT OF AUDITORS
The Audit Committee of the Board of Directors appointed the firm of Hacker,
Johnson & Smith P.A., P.C. as the Company's principal independent auditors for
the year ending December 31, 2004.
The Company has been advised by Hacker, Johnson & Smith P.A., P.C. that
neither the firm nor any of its associates has any relationship with the Company
or its subsidiaries other than the usual relationship that exists between
independent public accountants and clients. Representatives from that firm are
not expected to be present at the 2004 Annual Meeting of Shareholders.
AUDIT FEES
Hacker, Johnson & Smith, P.A. billed the Company $67,000 in 2003 and
$61,000 in 2002 for the audit of the Company's annual financial statements for
the years ended December 31, 2003 and 2002 and for the review of the financial
statements included in the Company's Quarterly Reports on Form 10-Q filed
during 2003 and 2002.
In addition, Intervest Mortgage Corporation was billed by its auditors,
Eisner LLP, $29,600 in 2003 and $27,200 in 2002 for the audit of its annual
financial statements for the years ended December 31, 2003 and 2002 and for the
review of its financial statements included in Intervest Mortgage Corporation's
Quarterly Reports on Form 10-Q filed during 2003 and 2002. Hacker, Johnson &
Smith, P.A., P.C. relies upon the reports of the independent auditors of
Intervest Mortgage Corporation in its reports.
TAX FEES
The aggregate amount of fees billed by Hacker, Johnson & Smith, P.A., P.C.
for services in connection with the preparation of the Company's income tax
returns amounted to $12,850 for 2003 and $10,500 for 2002.
ALL OTHER FEES
The aggregate amount of fees billed by Eisner LLP for all other services
rendered to Intervest Mortgage Corporation amounted to $22,800 for 2003 and
$8,000 for 2002. These services consisted of the review of Intervest Mortgage
Corporation's registration statements filed in 2003 and 2002 related to the
issuance of its subordinated debentures.
11
OTHER MATTERS
The Audit Committee of the Board of Directors has determined that the
provision of non-audit services as described above is compatible with
maintaining the independence of the Company's principal accountants.
Of the time expended by the Company's principal accountants to audit the
Company's financial statements for the fiscal year ended December 31, 2003, less
than 50% of such time involved work performed by persons other than the
principal accountant's full-time, permanent employees.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company (i) must be received by the Company at
its offices at 10 Rockefeller Plaza (Suite 1015), New York, New York 10020 no
later than December 26, 2004 and (ii) must satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be included
in the Company's Proxy Statement for that meeting. The persons named in the
proxies distributed by the Company may use their discretion in voting proxies
with respect to shareholder proposals not included in the proxy statement for
the 2005 annual meeting, unless the Company received notice of such proposals
prior to March 8, 2005.
OTHER MATTERS
The cost of solicitation of proxies by the Company will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company,
through its directors, officers and regular employees, may also solicit proxies
personally or by telephone, telegraph or fax. The Company will request persons,
firms and corporations holding shares of Common Stock in their names or in the
names 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.
As of this date, the Board of Directors does not know of any business to be
brought before the meeting other than as specified above. However, if any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote in such manner as may be determined by a
majority of the Board of Directors or its Executive Committee. Copies of the
2003 Annual Report of the Company are included in this mailing to stockholders
and additional copies may be obtained from the Secretary of the Company, 10
Rockefeller Plaza (Suite 1015), New York, New York 10020.
By Order of the Board of Directors,
Lawrence G. Bergman
Secretary
Dated: April 22, 2004
A COPY OF THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR ITS MOST RECENT
FISCAL YEAR, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED UPON REQUEST AND WITHOUT CHARGE TO BENEFICIAL HOLDERS OF THE CLASS A
COMMON STOCK OF THE COMPANY. WRITTEN REQUESTS SHOULD BE DIRECTED TO: INTERVEST
BANCSHARES CORPORATION, ATTENTION: SECRETARY, 10 ROCKEFELLER PLAZA (SUITE
1015), NEW YORK, NEW YORK 10020. TELEPHONE INQUIRIES SHOULD BE DIRECTED TO
(212) 218-2800.
12
PROXY INTERVEST BANCSHARES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS ON MAY 27, 2004
The undersigned, revoking any proxy heretofore given, hereby constitutes
and appoints Lawrence G. Bergman, Jerome Dansker and Lowell S. Dansker, or any
of them, proxies of the undersigned, each with full power of substitution, to
vote all shares of Class A Common Stock of INTERVEST BANCSHARES CORPORATION (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held Thursday, May 27, 2004 at 9:30 A.M. local time (the
"Annual Meeting"), and at any adjournment or postponement thereof, as
hereinafter specified with respect to the following proposals, more fully
described in the Notice of and Proxy Statement for the Annual Meeting, receipt
of which is hereby acknowledged. The Board of Directors recommends a vote FOR
all of the director nominees.
DIRECTOR NOMINEES:
Michael A. Callen, Wayne F. Holly, Lawton Swan, III
WITHHELD
FOR all nominees for all
listed above Nominees To withhold authority to vote
for any individual nominee,
print the name(s) on the lines
below.
1. Election of [ ] [ ]
Directors ______________________________
______________________________
______________________________
______________________________
2. In their discretion, upon any other business which
may properly come before the Annual Meeting or any
adjournment or postponement thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR THE PROPOSAL SET FORTH HEREIN UNLESS
---
A CONTRARY CHOICE IS SPECIFIED. SAID PROXIES WILL
USE THEIR DISCRETION WITH RESPECT TO ANY OTHER
MATTERS WHICH PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT THEREOF.
Signature _____________ Date ______ Signature________________ Date_______
Note: (Please sign exactly as name appears hereon. For joint accounts, each
joint owner should sign. Executors, administrators, trustees, etc. should so
indicate when signing).
COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.