UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities and 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 under ss. 240.14a-12
SBT Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
SBT BANCORP, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 2009
To the Shareholders of SBT Bancorp, Inc.:
Notice is hereby given that a Special Meeting of Shareholders of SBT
Bancorp, Inc. will be held at The Simsbury Inn, 397 Hopmeadow Street, Simsbury,
Connecticut on Friday, February 27, 2009 at 8:30 a.m., local time.
At the meeting, the shareholders will consider and vote upon the following
matters:
1. To approve an amendment to the Company's Certificate of
Incorporation to authorize a class of 100,000 shares of preferred
stock, no par value; and
2. The transaction of such other business as may properly be brought
before the meeting or any adjournment or postponement thereof.
If adopted, the proposed amendment to the Company's Certificate of
Incorporation may allow the Company to take advantage of low-cost
capital-raising opportunities provided through the recently announced TARP
Capital Purchase Program instituted under the Emergency Economic Stabilization
Act of 2008.
Only shareholders of record at the close of business on December 26, 2008
are entitled to notice of and to vote at the Special Meeting and any and all
adjournments or postponements thereof.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WE URGE YOU
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS OF RECORD WHO ATTEND
THE MEETING MAY REVOKE THEIR PROXY AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
Simsbury, Connecticut Gary R. Kevorkian,
February 2, 2009 Secretary
SBT BANCORP, INC.
760 Hopmeadow Street
P.O. Box 248
Simsbury, CT 06070-0248
(860) 408-5493
----------------------------------------------------------------
PROXY STATEMENT
OF
SBT BANCORP, INC.
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 27, 2009
----------------------------------------------------------------
This Proxy Statement is furnished to Shareholders of SBT Bancorp, Inc. (the
"Company" or "we") in connection with the solicitation of proxies by the
Company's Board of Directors (the "Board") for use at a Special Meeting of
Shareholders of the Company to be held at The Simsbury Inn, 397 Hopmeadow
Street, Simsbury, Connecticut, at 8:30 a.m. on February 27, 2009, and any and
all adjournments or postponements thereof (the "Meeting"). For directions to the
Meeting, please call us at (860) 408-5493.
This Proxy Statement, the Notice of the Meeting, and the enclosed form of
proxy are first being mailed to our shareholders on or about February 2, 2009.
INFORMATION ABOUT SOLICITATION AND VOTING
A shareholder who executes the enclosed form of proxy may revoke it at any
time before it is voted by written notice of such revocation or a duly executed
proxy bearing a later date delivered to the Secretary of the Company at the
address set forth above or by attending the Meeting and revoking the proxy at
such time. Attendance at the Meeting will not itself revoke a proxy. Shares
represented by properly executed proxies will be voted at the Meeting in
accordance with the specifications thereon. Shareholders of record who are
present at the Meeting may vote by ballot.
The expense of soliciting proxies in favor of the Company's proposals will
be borne by the Company. In addition to solicitation of proxies by mail, proxies
may also be solicited by telephone or personal contact by employees and/or
directors of the Company who will not receive additional compensation therefore.
Only Shareholders of record at the close of business on December 26, 2008
(the "Record Date") are entitled to notice and to vote at the Meeting. On the
Record Date, there were 864,976 outstanding shares of the Company's common
stock, no par value (the "Company common stock"). Each share of common stock is
entitled to one vote. The presence, in person or by proxy, of a majority of the
issued and outstanding shares of common stock on the Record Date, or 432,489
shares, is necessary to constitute a quorum at the Meeting. Abstentions and
broker non-votes are counted as present for establishing a quorum. When a record
holder (e.g., a bank or brokerage firm) holding shares for a beneficial owner
votes on one proposal but does not vote on another proposal because the
beneficial owner has not provided voting instructions, this is referred to as a
"broker non-vote."
If the shares you own are held in "street name" by a bank or brokerage
firm, your bank or brokerage firm, as the record holder of your shares, is
required to vote your shares according to your instructions. In order to vote
your shares, you will need to follow the directions your bank or brokerage firm
provides you.
If your shares are held in "street name," you must bring an account
statement or letter from your brokerage firm or bank showing that you are the
beneficial owner of the shares as of the record date in order to be admitted to
the Meeting. To be able to vote your shares held in street name at the Meeting,
you will need to obtain a proxy card from the holder of record.
The votes will be counted, tabulated and certified by Robert M. Taylor, III
and Susan D. Presutti. Each proxy received will be voted as directed. However,
if no direction is indicated, the proxy will be voted in Item 1 FOR the approval
of the amendment to the Company's Certificate of Incorporation and on such other
matters as may properly come before the Meeting in such manner as the persons so
named in the proxy shall decide.
If you have any questions about the Meeting or your ownership of our common
stock, please contact Gary R. Kevorkian, our corporate secretary, by mail at SBT
Bancorp, Inc., Attention: Gary R. Kevorkian, Secretary, 760 Hopmeadow Street,
P.O. Box 248, Simsbury, Connecticut 06070-0248, or by email to Mr. Kevorkian's
attention at sbtinfo@simsburybank.com.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 27, 2009
Under rules recently adopted by the Securities and Exchange Commission, we
are now furnishing proxy materials on the Internet in addition to mailing paper
copies of the materials our shareholders. The following proxy materials are
available at http://www.simsburybank.com/aboutus-shareholders.php.
o Notice of Special Meeting of Shareholders to be held February 27,
2009; and
o Proxy Statement for the Special Meeting of Shareholders to be held
February 27, 2009.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements that involve
risks, uncertainties, and assumptions. When used in this proxy statement, the
words "intends," "expects," "plans," "estimates," "projects," "believes,"
"anticipates" and similar expressions are intended to identify forward-looking
statements. All statements, other than statements of historical facts, are
forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to numerous assumptions, risks and
uncertainties, and that statements relating to subsequent periods are subject to
greater uncertainty because of the increased likelihood of changes in underlying
factors and assumptions. Actual results could differ materially from
forward-looking statements. The following factors could cause actual results to
differ materially from such forward-looking statements: competitive pressures on
loan and deposit product pricing; other actions of competitors; changes in
economic conditions; the extent and timing of actions of the Federal Reserve
Board; customer deposit disintermediation; changes in customers' acceptance of
the Company's products and services; and the extent and timing of legislative
and regulatory actions and reforms.
Please do not rely unduly on any forward-looking statement, as such
statements speak only as of the date made and the Company undertakes no
obligation to revise or update such statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events or circumstances.
2
DISCUSSION OF PROPOSAL
ITEM 1
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
Description of the Proposal
The Board has adopted an amendment to the Company's Certificate of
Incorporation to authorize a class of 100,000 shares of preferred stock, no par
value (the "Preferred Stock"). The full text of the proposed amendment to the
Company's Certificate of Incorporation is set forth in Exhibit A to this proxy
statement. The Company's Certificate of Incorporation currently authorizes only
the issuance of common stock. The proposed amendment will vest in the Board the
authority to determine by resolution the terms of one or more series of
Preferred Stock, including the preferences, rights and limitations of each
series. Provisions in a company's certificate of incorporation authorizing
preferred stock in this manner are often referred to as "blank check"
provisions, as they give a board of directors the flexibility, at any time or
from time to time, without further shareholder approval (except as may be
required by applicable laws, regulatory authorities or the rules of any stock
exchange on which a company's securities are then listed), to create one or more
series of preferred stock and to determine by resolution the terms of each such
series. The Board believes that authorization of the Preferred Stock in the
manner proposed will provide the Company with greater flexibility in meeting
future capital requirements by creating series of Preferred Stock customized to
meet the needs of particular transactions and then prevailing market conditions.
Series of Preferred Stock would also be available for issuance from time to time
for any other proper corporate purposes, including in connection with strategic
alliances, joint ventures, or acquisitions.
The Board does not have any plans calling for the issuance of shares of
Preferred Stock at the present time, other than the possible issuance of
Preferred Stock to the U.S. Department of the Treasury (the "Treasury") in
connection with the Treasury's recently announced Troubled Asset Relief Program
("TARP") Capital Purchase Program described below.
Terms of the Capital Purchase Program
On October 14, 2008, the U.S. Department of the Treasury announced the TARP
Capital Purchase Program. This program encourages U.S. financial institutions to
build capital to increase the flow of financing to U.S. businesses and consumers
and to support the U.S. economy. Under the program, the Treasury will purchase
preferred shares from banks, bank holding companies, and other financial
institutions. The preferred shares will qualify as Tier 1 capital for regulatory
purposes and will rank senior to common stock and at an equal level in the
capital structure with any existing preferred shares other than preferred shares
which by their terms rank junior to any other existing preferred shares. The
preferred shares purchased by the Treasury will pay a cumulative dividend rate
of 5 percent per annum for the first five years they are outstanding and
thereafter at a rate of 9 percent per annum. The preferred shares will be
non-voting, other than voting rights on matters that could adversely affect the
shares. The shares will be callable at one hundred percent of issue price plus
any accrued and unpaid dividends after three years. Prior to the end of three
years, the preferred shares may be redeemed with the proceeds from a qualifying
equity offering of any Tier 1 perpetual preferred or common stock.
The holders of the preferred shares will have the right to elect two
directors to the Company's board of directors if the Company fails to pay full
dividends on the preferred shares for six dividend periods, whether or not
consecutive. The right to elect directors will end when full dividends on the
preferred shares have been paid for all prior dividend periods.
If the Company participates in the Capital Purchase Program it must issue
to the Treasury warrants to purchase shares of preferred stock having an
aggregate liquidation preference equal to 5 percent of the aggregate liquidation
amount of the other preferred shares issued to the Treasury. The initial
exercise price for the warrants will be $0.01 per share. The Treasury intends to
immediately exercise the warrants.
The preferred shares issued by the Company upon exercise of the warrants
will have the same rights, preferences, privileges, voting rights and other
terms as the other preferred shares issued to the Treasury, except that the
warrant preferred shares (1) will pay dividends at a rate of 9% per annum and
(2) may not be redeemed until all the other preferred has been redeemed.
If the Company participates in the Capital Purchase Program it will be
required to file a shelf registration statement with the Securities and Exchange
Commission for the purpose of registering the preferred shares, warrants and the
warrant preferred shares as promptly as practicable after the date of the
Treasury's investment, and maintain the effectiveness of such registration
statement. The Company, however, will not be required to list these securities
on any national securities exchange.
3
Banks and bank holding companies participating in the program also must
comply with the executive compensation and corporate governance requirements of
the Emergency Economic Stabilization Act of 2008 and the standards established
by the Treasury for the period during which the Treasury holds equity issued
under this program. These standards include: (i) ensuring that incentive
compensation for senior executives does not encourage unnecessary and excessive
risks that threaten the value of the Company; (ii) requiring a clawback of any
bonus or incentive compensation paid to a senior executive based on statements
of earnings, gains or other criteria that are later proven to be materially
inaccurate; (iii) prohibiting the Company from making any golden parachute
payment to a senior executive based on applicable Internal Revenue Code
provisions; and (iv) agreeing not to deduct for tax purposes executive
compensation in excess of $500,000 for each senior executive.
We have reviewed our executive compensation arrangements and do not
anticipate that it will be necessary to modify any employee plans or contracts
to comply with the applicable limits on executive compensation described above.
The Treasury's consent will be required for any increase in common
dividends per share until the third anniversary of the date of the Treasury's
investment. After the third anniversary, and prior to the tenth anniversary, the
Treasury's consent will be required for any increase in aggregate common
dividends per share greater than 3% per annum. These restrictions on dividends
will no longer apply if the preferred shares and warrant preferred shares are
redeemed in whole or the Treasury has transferred all of the preferred shares
and warrant preferred shares to third parties.
The Treasury's consent also will be required for repurchases of equity
securities or trust preferred securities until the tenth anniversary of the date
of Treasury's investment unless, prior to the tenth anniversary of the
Treasury's investment, the preferred shares and the warrant preferred shares are
redeemed in whole or the Treasury has transferred all of the preferred shares
and the warrant preferred shares to third parties.
From and after the tenth anniversary of the date of the Treasury's
investment, the Company will be prohibited from paying common dividends or
repurchasing any equity securities or trust preferred securities until all
equity securities held by the Treasury are redeemed in whole or the Treasury has
transferred all of such equity securities to third parties.
See Exhibit B for the Summary of Preferred Terms and Summary of Warrant
Terms as published by the Treasury.
At September 30, 2008, the Company had capital ratios in excess of those
required to be considered well-capitalized under banking regulations. The Board
believes it is prudent for the Company to apply for capital available under this
program because (i) the Company believes that the cost of capital under this
program may be significantly lower than the cost of capital otherwise available
to the Company at this time, and (ii) despite being well-capitalized, additional
capital under the Treasury's program would provide the Company additional
flexibility to meet future capital needs that may arise.
The Company filed an application to participate in the Capital Purchase
Program prior to the November 14, 2008 deadline. The minimum subscription amount
available to a participating institution is one percent of risk-weighted assets.
The maximum subscription amount is the lesser of $25 billion or three percent of
risk-weighted assets. The Company applied for $4.0 million under the Capital
Purchase Program and was notified on November 21, 2008 that the Treasury
preliminarily approved the Company's application.
The Board believes that the flexibility to issue Preferred Stock can
enhance the Board's arm's-length bargaining capability on behalf of the
Company's shareholders in a takeover situation. However, under some
circumstances, the ability to designate the rights of, and issue, Preferred
Stock could be used by the Board to make a change in control of the Company more
difficult.
4
The rights of the holders of the Company's common stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. To the extent that dividends will be
payable on any issued shares of Preferred Stock, the result would be to reduce
the amount otherwise available for payment of dividends on outstanding shares of
the Company's common stock and there might be restrictions placed on the
Company's ability to declare dividends on the common stock or to repurchase
shares of common stock. The issuance of Preferred Stock having voting rights
would dilute the voting power of the holders of common stock. To the extent that
Preferred Stock is made convertible into shares of common stock, the effect,
upon such conversion, would also be to dilute the voting power and ownership
percentage of the holders of common stock. In addition, holders of Preferred
Stock would normally receive superior rights in the event of any dissolution,
liquidation, or winding up of the Company, thereby diminishing the rights of the
holders of common stock to distribution of the Company's assets. Shares of
Preferred Stock of any series would not entitle the holder to any pre-emptive
right to purchase or subscribe for any shares of that or any other class.
Pro Forma Effect on the Company's Financial Statements
The following discusses the pro forma effect of participation in the
Capital Purchase Program on the Company's financial statements. As indicated
above, the Company applied for $4.0 million under the Capital Purchase Program
and was notified on November 21, 2008 that the Treasury had accepted the
Company's application.
Pro Forma Effects - Balance Sheet
If the Company participates in the Capital Purchase Program, stockholders'
equity would increase by the amount of the capital proceeds received from the
Treasury, net of transaction issuance costs. Costs associated with the
transaction are not expected to be material. If $4.0 million in proceeds had
been received from the Treasury on September 30, 2008, stockholders' equity
would have increased from the reported amount of $16,227,000 to $20,227,000 on a
pro forma basis. Upon receipt of the capital, securities and total assets held
by the Company would have also increased by the amount of the capital proceeds
received from the Treasury, net of transaction issuance costs. If $4.0 million
in proceeds had been received from the Treasury on September 30, 2008,
securities and other interest earning assets would have increased from the
reported amount of $20,436,000 to $24,436,000 on a pro forma basis and total
assets would have increased from the reported amount of $223,133,000 to
$227,133,000 on a pro forma basis. The following table shows the pro forma
impact of the Company's receipt of $4.0 million proceeds from the Treasury on
the Company's capital ratios as of September 30, 2008:
---------------- -------------- --------------------------
As Reported Pro Forma Regulatory Standard for
9/30/08 9/30/08 Well-Capitalized
---------------- -------------- --------------------------
- --------------------- ---------------- -------------- --------------------------
Leverage Ratio 7.53% 9.18% 5.00%
- --------------------- ---------------- -------------- --------------------------
Tier 1 Risk Based 11.80% 14.57% 6.00%
- --------------------- ---------------- -------------- --------------------------
Total Risk Based 13.05% 15.81% 10.00%
- --------------------- ---------------- -------------- --------------------------
Pro Forma Effects - Income Statement
If the Company participates in the Capital Purchase Program, the Company
intends to use the capital to support loan growth to a multiple of the capital
received, which over time is expected to generate income to service required
dividend payments on the preferred shares and generate additional income for
common shareholders. Until the time it fully deploys this capital over a larger
asset base, the Company anticipates that earnings on the original capital
received will not fully cover required dividend payments and other costs
relating to the preferred shares, which would reduce the amount of earnings
available to common shareholders.
The following pro forma income statement effects assume the capital
proceeds received are invested in federal agency mortgage-backed securities
yielding 3.50% based on market prices as of January 13, 2009. An assumed tax
rate of 34% was used for all periods. The pro forma income statement impacts do
not include the benefit of leveraging the capital received into a larger asset
base, but simply include the additional income earned on investment of the
original capital proceeds.
5
If proceeds of $4.0 million had been received under the Capital Purchase
Program on January 1, 2007, net income for the year ended December 31, 2007
would have increased from the reported amount of $1,140,000 to $1,232,000 on a
pro forma basis and the net interest margin for the year ended December 31, 2007
would have decreased from the reported amount of 4.16% to 4.15% on pro forma
basis. However, because $258,000 of the Company's net earnings would be required
for the payment of dividends to the holder(s) of preferred shares and
amortization/accretion associated with the preferred shares, and therefore would
not be available to the Company's common shareholders, basic earnings per share
available to common shareholders would have decreased from the reported amount
of $1.34 per share to $1.15 per share on a pro forma basis and diluted earnings
per share available to common shareholders would have decreased from the
reported amount of $1.33 per share to $1.14 per share on a pro forma basis.
If proceeds of $4.0 million had been received under the Capital Purchase
Program on January 1, 2008, the net loss reported for the nine months ended
September 30, 2008 (which includes a one-time other-than-temporary impairment
charge of $1,668,000 incurred in the third quarter of 2008) would have decreased
from the reported loss of $931,000 to a loss of $862,000 on a pro forma basis.
However, because $194,000 of the Company's net earnings would be required for
the payment of dividends to the holder(s) of preferred shares and
amortization/accretion associated with the preferred shares, and therefore would
not be available to the Company's common shareholders, the basic and diluted
loss per share attributable to common shareholders would have increased from the
reported amount of $1.09 per share to a $1.23 per share on a pro forma basis.
SBT Bancorp, Inc.
Consolidated Balance Sheet
(Unaudited)
Dollars in thousands
Pro Forma Pro Forma
ASSETS 9/30/08 Adjustments 9/30/08
- ------ ---------------------------------------
Cash and due from banks $ 11,319 $ -- $ 11,319
Federal funds sold 8,985 -- 8,985
Securities and other interest
earning assets 20,436 4,000 24,436
Loans, net 177,786 -- 177,786
Other assets 4,607 -- 4,607
---------------------------------------
TOTAL ASSETS $ 223,133 $ 4,000 $ 227,133
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $ 201,994 $ -- $ 201,994
FHLB advance 3,000 -- 3,000
Securities sold under agreements
to repurchase 900 -- 900
Other liabilities 1,012 -- 1,012
---------------------------------------
Total Liabilities 206,906 -- 206,906
---------------------------------------
Stockholders Equity
Senior preferred stock -- 4,000 4,000
Warrant preferred stock -- 200 200
Discount on senior preferred stock(1) -- (228) (228)
Premium on warrant preferred stock(1) -- 28 28
Common stock 9,292 -- 9,292
Retained earnings 7,256 -- 7,256
Accumulated other comprehensive loss (321) -- (321)
---------------------------------------
Total Stockholders Equity 16,227 4,000 20,227
---------------------------------------
---------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 223,133 $ 4,000 $ 227,133
=======================================
6
SBT Bancorp, Inc.
Income Statement
(Unaudited)
Dollars in thousands, except per share amounts
Pro Forma
12 Months 12 Months
Ended Pro Forma Ended
12/31/07 Adjustments 12/31/07
---------------------------------------
Net Interest and dividend income $ 7,872 $ 140 $ 8,012
Provision for loan losses 250 -- 250
---------------------------------------
Net Interest & dividend income after
provision for loan losses 7,622 140 7,762
Noninterest (charge) income 1,593 -- 1,593
Noninterest expense 7,901 -- 7,901
---------------------------------------
(Loss) income before taxes 1,314 140 1,454
Income tax provision 174 48 222
---------------------------------------
Net (loss) income $ 1,140 $ 92 $ 1,232
=======================================
Dividend on preferred stock $ -- $ (200) $ (200)
Amortization of premium on
preferred stock -- (46) (46)
---------------------------------------
Effective dividend on preferred
stock (2) -- (246) (246)
---------------------------------------
Dividend on warrant preferred stock -- (18) (18)
Accretion of premium on warrant
preferred stock -- 6 6
---------------------------------------
Effective dividend on warrant
preferred stock (2) -- (12) (12)
---------------------------------------
(Loss) income available to common
shareholders $ 1,140 $ (166) $ 974
=======================================
Net (loss) income per share, basic $ 1.34 $ (0.19) $ 1.15
Net (loss) income per share,
assuming dilution $ 1.33 $ (0.19) $ 1.14
Pro Forma
9 Months 9 Months
Ended Pro Forma Ended
9/30/08 Adjustments 9/30/08
---------------------------------------
Net Interest and dividend income $ 6,019 $ 105 $ 6,124
Provision for loan losses 250 -- 250
---------------------------------------
Net Interest & dividend income after
provision for loan losses 5,769 105 5,874
Noninterest (charge) income (360) -- (360)
Noninterest expense 6,157 -- 6,157
---------------------------------------
(Loss) income before taxes (748) 105 (643)
Income tax provision 183 36 219
---------------------------------------
Net (loss) income $ (931) $ 69 $ (862)
=======================================
Dividend on preferred stock $ -- $ (150) $ (150)
Amortization of premium on
preferred stock -- (35) (35)
---------------------------------------
Effective dividend on preferred
stock (2) -- (185) (185)
---------------------------------------
Dividend on warrant preferred stock -- (14) 14)
Accretion of premium on warrant
preferred stock -- 5 5
---------------------------------------
Effective dividend on warrant
preferred stock (2) -- (9) (9)
---------------------------------------
(Loss) income available to common
shareholders $ (931) $ (124) $ (1,055)
=======================================
Net (loss) income per share, basic $ (1.09) $ (0.14) $ (1.23)
Net (loss) income per share,
assuming dilution $ (1.09) $ (0.14) $ (1.23)
7
(1) Under the Capital Purchase Program terms the Company must issue to the
Treasury warrants to purchase shares of preferred stock having an aggregate
liquidation preference equal to 5 percent of the aggregate liquidation
amount of the original preferred shares issued to the Treasury. The initial
exercise price for the warrants will be $0.01 per share. The Treasury
intends to immediately exercise the warrants. Based on the issuance of $4
million of senior preferred to the Company, a warrant for an additional
$200 thousand of warrant preferred shares would be issued and exercised
immediately by the Treasury; the Company would receive only a nominal
amount of additional proceeds. The Company would record senior preferred
stock at its redemption value of $4 million, warrant preferred stock of
$200 thousand, a discount of $228 thousand on the senior preferred, and a
premium of $28 thousand related to the warrant preferred. This results in
an initial net increase in equity of $4 million representing the cash
proceeds from issuance of the senior preferred stock. The discount
resulting from the issuance of senior preferred stock would be amortized
over five years and would be recorded as an increase in dividends and
corresponding decrease in net income available to common shareholders. The
premium resulting from issuance of the warrant preferred would be accreted
over five years and would be recorded as a decrease in dividends and
corresponding increase in net income available to common shareholders.
(2) The effective dividend on preferred stock includes dividends on preferred
stock at a 5% annual rate and amortization of the discount over a five-year
period using the effective yield method. The effective dividend on the
warrant preferred stock includes dividends on warrant preferred at a 9%
annual rate and accretion of the premium over a five-year period using the
effective yield method.
Approval Requirement and Board of Directors Recommendation
Approval of the proposed amendment to the Company's Certificate of
Incorporation requires the approval of at least a majority of the votes entitled
to be cast at the meeting.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION.
OTHER MATTERS
The Board knows of no other business to be brought before the Meeting. If,
however, any other business should properly come before the Meeting, the persons
named in the accompanying proxy will vote the proxy as in their discretion they
may deem appropriate, unless they are directed by the proxy to do otherwise.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the Company, as of January 23, 2009, there is no person
who owns of record or beneficially five percent or more of the Company's common
stock.
8
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of January 23, 2009
by (i) each director of the Company, (ii) named executive officers, and (iii)
all directors and executive officers as a group. Except as indicated by
footnote, the persons named in the table have sole voting and investment powers
with respect to all shares shown as beneficially owned by them. All persons
listed are directors of both the Company and The Simsbury Bank & Trust Company,
Inc. unless noted otherwise. All directors and executive officers can receive
mail in care of SBT Bancorp, Inc., 760 Hopmeadow Street, P.O. Box 248, Simsbury,
CT 06070.
Amount and Nature
Of Beneficial Percent
Name of Beneficial Owner Ownership Of Class
- --------------------------------------------------------------------------------
Robert J. Bogino, Vice Chairman 27,572 (1) 3.0%
James T. Fleming, Director 492 *
Martin J. Geitz, President, Chief 29,474 (2) 3.3%
Executive Officer and Director
Edward J. Guarco, Director 6,800 (3) *
Gary R. Kevorkian, Director 16,942 (4) 1.9%
George B. Odlum, Jr., DMD, Director 13,581 (5) 1.5%
Rodney R. Reynolds, Director 1,000 *
David W. Sessions, Director 15,736 (6) 1.7%
Penny R. Woodford, Director 2,262 (7) *
Lincoln S. Young, Chairman 18,612 (8) 2.1%
Anthony F. Bisceglio, Executive Vice 3,200 *
President and Chief Financial Officer
Paul R. Little, Senior Vice President 3,500 (9) *
and Chief Lending Officer
Howard R. Zern, Senior Vice President 0 *
and Chief Retail, Operations &
Technology Officer
All directors and executive officers (as a group) 139,171 (10) 15.3%
______________________
* Less than 1%
(1) Includes 6,600 shares owned jointly with Mr. Bogino's spouse, 822 shares
held in a trust of which Mr. Bogino serves as trustee, 2,084 shares in
trusts for two of his children for which Mr. Bogino serves as the trustee
and 11,500 shares owned by his spouse. Mr. Bogino disclaims beneficial
ownership of the shares beneficially owned by his spouse.
(2) Includes 21,000 shares which may be acquired within 60 days through the
exercise of stock options.
(3) Includes 1,200 shares owned jointly with Mr. Guarco's spouse, 600 shares
held by both Mr. and Mrs. Guarco as custodians for their daughter and 4,000
shares in a trust of which Mr. Guarco owns 6.6%.
(4) Includes 9,426 shares held in trusts for which Mr. Kevorkian is trustee
including 815 shares in a trust for Mr. Kevorkian's spouse.
(5) Includes 3,550 shares owned by Dr. Odlum's spouse. Dr. Odlum disclaims
beneficial ownership of the shares beneficially owned by his spouse.
(6) Includes 1,564 shares owned jointly with Mr. Sessions's spouse, 1,357
shares owned by a private corporation owned by Mr. Sessions and his
siblings and 1,252 shares owned by his children. Mr. Sessions disclaims
beneficial ownership of the shares beneficially owned by his children.
(7) Includes 1,660 shares owned jointly with Ms. Woodford's spouse.
9
(8) Includes 3,506 shares owned by Mr. Young's spouse. Includes 1,000 shares
which may be acquired within 60 days through the exercise of stock options.
Mr. Young disclaims beneficial ownership of the shares beneficially owned
by his spouse.
(9) Includes 3,500 shares which may be acquired within 60 days through the
exercise of stock options.
(10) Includes 40,689 in shares which directors and executive officers may
acquire beneficial ownership of within 60 days through the exercise of
stock options.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Shareholders entitled to vote for the election of directors at the 2009
Annual Meeting may make nominations of individuals for election to the Board.
Such nominations shall be made in writing, and shall be delivered or mailed and
received by the Secretary of the Company not less than 90 nor more than 130
calendar days prior to such Annual Meeting, which is expected to be held on May
12, 2009. The Board's Corporate Governance Committee considers such nominations.
Such written nominations shall contain the following information, to the
extent known to the nominating Shareholder: (1) the name, age, business and
residence address of each proposed nominee; (2) the principal occupation or
employment of each proposed nominee; (3) the total number of shares of common
stock of the Company that are beneficially owned by each proposed nominee; (4)
the name and address of the nominating Shareholder; (5) the total number of
shares of common stock of the Company owned by the nominating Shareholder; (6) a
representation that the Shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
and (7) a description of all arrangements or understandings between the
Shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the Shareholders. Nominations by beneficial owners of stock of the Company who
are not record holders must be accompanied by evidence satisfactory to the
Secretary of the Company showing that such nominating persons are entitled to
act with respect to such shares. Nominations that are not made in accordance
with these procedures shall be deemed void. The credentials and qualifications
of all nominees also are subject to review by the Board.
Any proposal intended to be presented by a Shareholder at the Company's
2009 Annual Meeting of Shareholders which is not a nomination to the Board must
be presented to the Company in writing, and must be delivered or mailed and
received by the Secretary of the Company not less than 90 nor more than 130
calendar days prior to the 2009 Annual Meeting, which is expected to be held on
May 12, 2009. Such notice shall include: (1) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the 2009 Annual Meeting; (2) the name and address, as they
appear on the Company's records, of the Shareholder proposing such business; (3)
the number of shares of the Company's common stock which are beneficially owned
by the Shareholder; and (4) any material interest of the Shareholder in such
business.
In order for a shareholder proposal to be included in the proxy statement
and form of proxy for the Company's 2009 Annual Meeting the proposal must be
received by the Company not later than January 22, 2009 and comply with all the
requirements of Rule 14a-8 of the Securities Exchange Act of 1934. In addition,
if the Company is not notified of a shareholder proposal by February 24, 2009
then the proxies held by management of the Company may provide the discretion to
vote against such shareholder proposal, even though such proposal is not
included in the proxy statement and form of proxy.
Nominations and proposals should be addressed to Gary R. Kevorkian,
Secretary, SBT Bancorp, Inc., 760 Hopmeadow Street, P.O. Box 248, Simsbury,
Connecticut 06070-0248. It is suggested that such nominations and proposals be
sent by Certified Mail-Return Receipt Requested.
10
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The Company intends to deliver one Proxy Statement to multiple Shareholders
of the Company sharing an address, unless we receive contrary instructions from
one or more of such Shareholders. Upon written or oral request we will provide a
separate copy of the Company's Proxy Statement to a Shareholder sharing an
address with another Shareholder to which a single copy of the Proxy Statement
were sent. To request an additional copy of the Proxy Statement, please call the
Company at (860) 408-5493 or write to us at SBT Bancorp, 760 Hopmeadow Street,
P.O. Box 248, Simsbury, Connecticut 06070-0248. In the future, if you wish to
receive a separate copy of the Company's Proxy Statement, please call or write
to us at the number and address listed above. Similarly, Shareholders sharing an
address who are receiving multiple copies of the Company's Proxy Statement and
who wish to receive only one copy of these materials at their address can so
request by contacting us at the same telephone number and address.
By order of the Board of Directors
Simsbury, Connecticut Gary R. Kevorkian, Secretary
February 2, 2009
11
Exhibit A
---------
PROPOSED AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
OF
SBT BANCORP, INC.
Article SECOND shall be amended and restated in its entirety as follows:
SECOND: The number of shares of capital stock of the Company
hereby authorized is 2,100,000 shares, which shall be divided into
classes as follows:
2,000,000 Shares of common stock, no par value ("Common
Stock"); and
100,000 Shares of preferred stock, no par value ("Preferred
Stock").
The following is a statement of the preferences, limitations
and relative rights of each class of capital stock of the
Company.
A. Common Stock.
(1) General. The voting, dividend and liquidation rights of
the holders of the Common Stock are subject to and qualified
by the rights of the holders of the Preferred Stock of any
series as may be determined by the Board of Directors before
the issuance of the Preferred Stock of any series.
(2) Voting. The holders of the Common Stock are entitled to
one vote for each share held on all matters submitted to the
shareholders for action.
(3) Dividends. Dividends may be declared and paid on the
Common Stock from funds lawfully available therefor as and
when determined by the Board of Directors and subject to any
preferential dividend rights of any then outstanding Preferred
Stock.
(4) Liquidation. Upon the dissolution or liquidation of the
Company, whether voluntary or involuntary, holders of Common
Stock will be entitled to receive all assets of the Company
available for distribution to its shareholders, subject to any
preferential rights of any then outstanding Preferred Stock.
B. Preferred Stock.
(1) General. Preferred Stock may be issued from time to time
in one or more series, each to have such terms as are set
forth herein and in the resolutions of the Board of Directors
authorizing the issue of such series. Any shares of Preferred
Stock which may be redeemed, purchased or otherwise acquired
by the Bank may be reissued. Different series of Preferred
Stock shall not be construed to constitute different classes
of shares for the purposes of voting by classes unless
expressly so provided.
12
(2) Authority of Board of Directors. The Board of Directors
may from time to time issue the Preferred Stock in one or more
series. The Board of Directors may, in connection with the
creation of any such series, determine the preferences,
limitations and relative rights of each such series before the
issuance of such series. Without limiting the foregoing, the
Board of Directors may fix the voting powers, dividend rights,
conversion rights, redemption privileges and liquidation
preferences, all as the Board of Directors deems appropriate,
to the full extent now or hereafter permitted by the Act. The
resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other
series to the extent permitted by law. Except as otherwise
provided in this Certificate of Incorporation, no vote of the
holders of the Preferred Stock or Common Stock shall be a
prerequisite to the designation or issuance of shares of any
series of the Preferred Stock authorized by and complying with
the conditions of this Certificate of Incorporation and the
Act.
13
Exhibit B
---------
TARP Capital Purchase Program
(Non-Public QFIs, excluding S Corps and Mutual Organizations)
Preferred Securities
Summary of Preferred Terms
--------------------------
Issuer: Qualifying Financial Institution ("QFI") means any (i) top-tier Bank
Holding Company ("BHC"), or top-tier Savings and Loan Holding Company ("SLHC")
that engages solely or predominately in activities permissible for financial
holding companies under relevant law, that in either case is not publicly
traded(1), (ii) U.S. bank or U.S. savings association organized in a stock form
that are neither publicly traded nor controlled by a BHC or SLHC, or (iii) U.S.
bank or U.S. savings association that is not publicly traded and is controlled
by a SLHC that is not publicly traded and does not engage solely or
predominately in activities that are permitted for financial holding companies
under relevant law, other than S Corporations and Mutual Depository
Institutions. The term QFI shall not mean any institution that is controlled by
a foreign bank or company. For purposes of this program, "U.S. bank", "U.S.
savings association", "BHC" and "SLHC" means a bank, savings association, BHC or
SLHC organized under the laws of the United States or any State of the United
States, the District of Columbia, any territory or possession of the United
States, Puerto Rico, Northern Mariana Islands, Guam, American Samoa, or the
Virgin Islands. The United States Department of the Treasury will determine the
eligibility and allocation for QFIs after consultation with the appropriate
Federal banking agency.
"S Corporation" means any U.S. bank, U.S. savings association, BHC or SLHC
organized as a corporation that has made a valid election to be taxed under
Subchapter S of the U.S. Internal Revenue Code.
"Mutual Depository Institution" means any U.S. bank, U.S. savings association,
BHC or SLHC organized in a mutual form.
Initial Holder: United States Department of the Treasury (the "UST").
Size: QFIs may sell preferred to the UST subject to the limits and terms
described below.
Each QFI may issue an amount of Preferred equal to not less than 1% of its
risk-weighted assets and not more than the lesser of (i) $25 billion and (ii) 3%
of its risk-weighted assets.
Security: Preferred, liquidation preference $1,000 per share. (Depending upon
the QFI's available authorized preferred shares, the UST may agree to purchase
Preferred with a higher liquidation preference per share, in which case the UST
may require the QFI to appoint a depositary to hold the Preferred and issue
depositary receipts.)
Ranking: Senior to common stock and pari passu with existing preferred shares
other than preferred shares which by their terms rank junior to any existing
preferred shares.
______________________
(1) For the purposes of this term sheet "publicly traded" means a company (1)
whose securities are traded on a national securities exchange and (2) required
to file, under the federal securities laws, periodic reports such as the annual
(Form 10-K) and quarterly (Form 10-Q) reports with either the Securities and
Exchange Commission or its primary federal bank regulator. A company may be
required to do so by virtue of having securities registered under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
applies to all companies that are traded on an exchange or that have $10 million
in assets and 500 shareholders of record or Section 15(d) of the Exchange Act
which requires companies that have filed a registration statement under the
Securities Act of 1933, as amended, and have 300 or more securityholders of
record of the registered class to file reports required under Section 13 of the
Exchange Act, e.g., periodic reports.
14
Regulatory Capital Status: Tier 1.
Term: Perpetual life.
Dividend: The Preferred will pay cumulative dividends at a rate of 5% per annum
until the fifth anniversary of the date of this investment and thereafter at a
rate of 9% per annum. For Preferred issued by banks which are not subsidiaries
of holding companies, the Preferred will pay non-cumulative dividends at a rate
of 5% per annum until the fifth anniversary of the date of this investment and
thereafter at a rate of 9% per annum. Dividends will be payable quarterly in
arrears on February 15, May 15, August 15 and November 15 of each year.
Redemption: Preferred may not be redeemed for a period of three years from the
date of this investment, except with the proceeds from a Qualified Equity
Offering (as defined below), which results in aggregate gross proceeds to the
QFI of not less than 25% of the issue price of the Preferred. After the third
anniversary of the date of this investment, the Preferred may be redeemed, in
whole or in part, at any time and from time to time, at the option of the QFI.
All redemptions of the Preferred shall be at 100% of its issue price, plus (i)
in the case of cumulative Preferred, any accrued and unpaid dividends and (ii)
in the case of non-cumulative Preferred, accrued and unpaid dividends for the
then current dividend period (regardless of whether any dividends are actually
declared for such dividend period). All redemptions shall be subject to the
approval of the QFI's primary federal bank regulator.
"Qualified Equity Offering" shall mean the sale by the QFI after the date of
this investment of Tier 1 qualifying perpetual preferred stock or common stock
for cash (other than any sales made pursuant to agreements or arrangements
entered into, or pursuant to financing plans which were publicly announced, on
or prior to November 17, 2008).
Restrictions on Dividends: Subject to certain exceptions, for as long as any
Preferred is outstanding, no dividends may be declared or paid on junior
preferred shares, preferred shares ranking pari passu with the Preferred, or
common shares (other than in the case of pari passu preferred shares, dividends
on a pro rata basis with the Preferred), nor may the QFI repurchase or redeem
any junior preferred shares, preferred shares ranking pari passu with the
Preferred or common shares, unless (i) in the case of cumulative Preferred all
accrued and unpaid dividends for all past dividend periods on the Preferred are
fully paid or (ii) in the case of non-cumulative Preferred the full dividend for
the latest completed dividend period has been declared and paid in full.
Common dividends: The UST's consent shall be required for any increase in common
dividends per share until the third anniversary of the date of this investment.
After the third anniversary and prior to the tenth anniversary, the UST's
consent shall be required for any increase in aggregate common dividends per
share greater than 3% per annum; provided that no increase in common dividends
may be made as a result of any dividend paid in common shares, any stock split
or similar transaction. The restrictions in this paragraph no longer apply if
the Preferred and Warrant Preferred are redeemed in whole or the UST has
transferred all of the Preferred and Warrant Preferred to third parties.
Repurchases: The UST's consent shall be required for any repurchases of equity
securities or trust preferred securities (other than (i) repurchases of the
Preferred and (ii) repurchases of junior preferred shares or common shares in
connection with any benefit plan in the ordinary course of business consistent
with past practice) until the tenth anniversary of the date of this investment
unless prior to such tenth anniversary the Preferred and the Warrant Preferred
are redeemed in whole or the UST has transferred all of the Preferred and the
Warrant Preferred to third parties. In addition, there shall be no share
repurchases of junior preferred shares, preferred shares ranking pari passu with
the Preferred, or common shares if prohibited as described above under
"Restrictions on Dividends".
Other Dividend and Repurchase Restrictions: From and after the tenth anniversary
of the date of this investment, the QFI shall be prohibited from paying common
dividends or repurchasing any equity securities or trust preferred securities
until all equity securities held by the UST are redeemed in whole or the UST has
transferred all of such equity securities to third parties.
15
Voting rights: The Preferred shall be non-voting, other than class voting rights
on (i) any authorization or issuance of shares ranking senior to the Preferred,
(ii) any amendment to the rights of Preferred, or (iii) any merger, exchange or
similar transaction which would adversely affect the rights of the Preferred. If
dividends on the Preferred are not paid in full for six dividend periods,
whether or not consecutive, the Preferred will have the right to elect 2
directors. The right to elect directors will end when full dividends have been
paid for (i) all prior dividend periods in the case of cumulative Preferred or
(ii) four consecutive dividend periods in the case of noncumulative Preferred.
Transferability: The Preferred will not be subject to any contractual
restrictions on transfer or the restrictions of any stockholders' agreement or
similar arrangement that may be in effect among the QFI and its stockholders at
the time of the Preferred investment or thereafter; provided that the UST and
its transferees shall not effect any transfer of the Preferred which would
require the QFI to become subject to the periodic reporting requirements of
Section 13 or 15(d) of the Exchange Act. If the QFI otherwise becomes subject to
such reporting requirements, the QFI will file a shelf registration statement
covering the Preferred as promptly as practicable and, if necessary, shall take
all action required to cause such shelf registration statement to be declared
effective as soon as possible. In addition, the UST and its transferees shall
have piggyback registration rights for the Preferred. Subject to the above, the
QFI shall take all steps as may be reasonably requested to facilitate the
transfer of the Preferred.
Executive Compensation: As a condition to the closing of this investment, the
QFI and its senior executive officers covered by the EESA shall modify or
terminate all benefit plans, arrangements and agreements (including golden
parachute agreements) to the extent necessary to be in compliance with, and
following the closing and for so long as UST holds any equity or debt securities
of the QFI, the QFI shall agree to be bound by, the executive compensation and
corporate governance requirements of Section 111 of the EESA and any guidance or
regulations issued by the Secretary of the Treasury on or prior to the date of
this investment to carry out the provisions of such subsection. As an additional
condition to closing, the QFI and its senior executive officers covered by the
EESA shall grant to the UST a waiver releasing the UST from any claims that the
QFI and such senior executive officers may otherwise have as a result of the
issuance of any regulations which modify the terms of benefits plans,
arrangements and agreements to eliminate any provisions that would not be in
compliance with the executive compensation and corporate governance requirements
of Section 111 of the EESA and any guidance or regulations issued by the
Secretary of the Treasury on or prior to the date of this investment to carry
out the provisions of such subsection.
Related Party Transactions: For as long as the UST holds any equity securities
of the QFI, the QFI and its subsidiaries will not enter into transactions with
related persons (within the meaning of Item 404 under the SEC's Regulation S-K)
unless (i) such transactions are on terms no less favorable to the QFI and its
subsidiaries than could be obtained from an unaffiliated third party, and (ii)
have been approved by the audit committee or comparable body of independent
directors of the QFI.
Summary of Warrant Terms
------------------------
Warrant: The UST will receive warrants to purchase, upon net settlement, a
number of net shares of preferred stock of the QFI (the "Warrant Preferred")
having an aggregate liquidation preference equal to 5% of the Preferred amount
on the date of investment. The initial exercise price for the warrants shall be
$0.01 per share or such greater amount as the charter may require as the par
value per share of Warrant Preferred. The UST intends to immediately exercise
the warrants.
Term: 10 years
Exercisability: Immediately exercisable, in whole or in part.
Warrant Preferred: The Warrant Preferred shall have the same rights,
preferences, privileges, voting rights and other terms as the Preferred, except
that (1) the Warrant Preferred will pay dividends at a rate of 9% per annum and
(2) the Warrant Preferred may not be redeemed until all the Preferred has been
redeemed.
Transferability: The warrants will not be subject to any contractual
restrictions on transfer or the restrictions of any stockholders' agreement or
similar arrangement that may be in effect among the QFI and its stockholders at
the time of this investment or thereafter; provided that the UST shall not
effect any transfer of the warrants or underlying Warrant Preferred which would
require the QFI to become subject to the periodic reporting requirements of
Section 13 or 15(d) of the Exchange Act.
16
If the QFI otherwise becomes subject to the periodic reporting requirements of
Section 13 or 15(d) of the Exchange Act, the QFI will file a shelf registration
statement covering the warrants and the Warrant Preferred underlying the
warrants as promptly as practicable and, if necessary, shall take all action
required to cause such shelf registration statement to be declared effective as
soon as possible. In addition, the UST and its transferees shall have piggyback
registration rights for the warrants and the Warrant Preferred underlying the
warrants. Subject to the above, the QFI shall take all steps as may be
reasonably requested to facilitate the transfer of the warrants or the Warrant
Preferred.
17
SBT BANCORP, INC.
Proxy for the Special Meeting of Shareholders
to be held on February 27, 2009
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert M. Taylor, III and
Susan D. Presutti or each of them acting alone, with full power of substitution,
to act as proxy for the undersigned, and to vote all shares of common stock of
SBT Bancorp, Inc. (the "Company") which the undersigned is entitled to vote only
at the special meeting of shareholders of the Company, to be held on Friday,
February 27, 2009 at 8:30 a.m., local time at The Simsbury Inn, 397 Hopmeadow
Street, Simsbury, Connecticut and at any and all adjournments thereof, with all
the powers the undersigned would possess if personally present at such meeting
as follows:
Important Notice Regarding Internet Availability of Proxy Materials for the
Meeting: Notice and Proxy Statement are available at
http://www.simsburybank.com/aboutus-shareholders.php.
You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE. The Proxies cannot vote your shares unless you sign, date and
return this card.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
18
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION. PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
1. Approval of an amendment to the This Proxy is revocable and will be
Company's Certificate of voted as directed, but if no
Incorporation to authorize 100,000 instructions are specified, this
shares of preferred stock, no par Proxy will be voted "FOR" each of
value. the proposals listed. If any other
business is presented at the special
FOR AGAINST ABSTAIN meeting, including whether or not to
|_| |_| |_| adjourn the meeting, this Proxy will
be voted by the proxies in their
best judgment. At the present time,
the Board of Directors knows of no
other business to be presented at the
special meeting.
Please sign exactly as your name appears hereon. Joint owners must both sign.
Attorney, executor, administrator, trustee, or guardian must give full title as
such. A corporation or partnership must sign in its name by authorized person.
|_| MARK HERE FOR ADDRESS CHANGE AND |_| MARK HERE IF YOU PLAN TO ATTEND THE
MARK LABEL ACCORDINGLY MEETING
Signature:_________________ Date:______ Signature:_________________ Date:_____