SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 9134 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6 (e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11 (c) or Section
240.14a-12
BRIDGE BANCORP, INC.
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(Name of Registrant as Specified In It Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOTES:
BRIDGE BANCORP, INC.
2200 Montauk Highway
Bridgehampton, NY 11932
NOTICE OF ANNUAL MEETING
TO BE HELD APRIL 15, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Bridge Bancorp, Inc. (the "Company") will be held at The
Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, New York
11932, on Monday, April 15, 2002, at 3:30 p.m., for the purpose of considering
and voting on the following matters:
1. A proposal to approve the amendment of the Bylaws, recommended by the Board
of Directors of the Company, to increase the authorized classes of
directors from two to three for the purpose of providing the Company with
additional continuity of management and to redesignate the current Class 1
directors as Class A directors under the new three class system.
2. Assuming the adoption of Item 1, the election of two directors to Class B
of the Company's Board of Directors, each to hold office for a term of two
years and the election of two directors to Class C of the Company's Board
of Directors, each to hold office for a term of three years and, in the
case of both Classes, until their successors are elected and qualified. The
following four persons are the Board of Directors' nominees:
Class B (two year term) Class C (three year term)
----------------------- -------------------------
Thomas Halsey Raymond Wesnofske
Marcia Z. Hefter Thomas J. Tobin
3. A stockholder proposal (if it is properly presented at the meeting).
4. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors believes that the adoption of the bylaw amendment and the
election of the nominees listed in the attached proxy statement is in the best
interests of the Company and its stockholders and unanimously RECOMMENDS A VOTE
FOR THE AMENDMENT AND THE NOMINEES. The Board of Directors does not believe the
stockholder proposal is in the best interests of the Company and its
stockholders and unanimously RECOMMENDS A VOTE AGAINST THE ADOPTION OF THE
STOCKHOLDER PROPOSAL.
Only those shareholders of record at the close of business on March 1, 2002
shall be entitled to notice of and to vote at the Annual Meeting.
By order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 8, 2002
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN THE ENCLOSED PROXY AND RETURN SAME WITHOUT DELAY IN THE
ENCLOSED ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDERS MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING WITH THE SECRETARY
OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER
DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY
AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 15, 2002
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies to be used at the Annual Meeting of Shareholders ("Annual Meeting") to
be held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton,
New York 11932, on April 15, 2002 at 3:30 p.m. or any adjournments thereof. The
2001 Annual Report to Shareholders, including financial statements for the
fiscal year ended December 31, 2001, accompanies this Proxy Statement.
Regardless of the number of shares of common stock owned, it is important that
shareholders be represented by proxy or be present in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed envelope. Shareholders should
indicate their votes in the spaces provided on the proxy. Proxies solicited by
the Board of Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted FOR the approval of the amendment and FOR election of the nominees
specified in this proxy statement and AGAINST the approval of the stockholder
proposal.
The Board of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however, confers on
the designated proxy holders discretionary authority to vote the shares in
accordance with their best judgment on such other business, if any, that may
properly come before the Annual Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the filing of
written revocation with the Secretary of the Company, by delivering to the
Company a duly executed proxy bearing a later date, or by attending the Annual
Meeting, filing a revocation with the Secretary and voting in person.
The cost of solicitation of proxies in the form enclosed herewith will be borne
by the Company. In addition to the solicitation of proxies by mail, proxies may
also be solicited personally or by telephone or facsimile by directors, officers
and employees of the Company, without additional compensation therefor.
This Proxy Statement and the accompanying Proxy are being mailed to shareholders
on or about March 8, 2002.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares of
common stock of the Company ( the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting. The close
of business on March 1, 2002 has been fixed by the Board of Directors as the
record date ("Record Date") for the determination of shareholders entitled to
notice of and to vote at this Annual Meeting or any adjournments thereof. The
total number of shares of Common Stock outstanding on the Record Date was
4,188,986 shares.
BENEFICIAL OWNERSHIP
As of March 1, 2002, no person was known by the Board of Directors to be the
beneficial owner of more than five percent of the Company's outstanding common
stock.
-1-
PROXY STATEMENT PROPOSALS
At the Annual Meeting this year, the Board of Directors has submitted for
your approval a proposal to amend the Company's Bylaws and also submitted its
nominees for election as directors.
In addition to these matters presented by the Board of Directors this year,
you are being asked to vote on a stockholder proposal. We have been asked why
the Board opposes the stockholder proposal included in the Proxy Statement.
THE BOARD DOES NOT DISAGREE WITH ALL STOCKHOLDER CONCERNS OR PROPOSALS
BROUGHT TO ITS ATTENTION. WHEN WE AGREE AND THINK IT IS IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS, ACTION TO ADDRESS CONCERNS OR PROPOSALS
USUALLY CAN BE IMPLEMENTED WITHOUT A STOCKHOLDER VOTE. THE STOCKHOLDER PROPOSAL
THAT APPEARS IN THE PROXY STATEMENT IS ONE WITH WHICH THE BOARD OF DIRECTORS
DISAGREES AND BELIEVES IT MUST OPPOSE IN FULFILLING ITS OBLIGATIONS TO REPRESENT
AND SAFEGUARD THE BEST INTERESTS OF STOCKHOLDERS AS A WHOLE.
The deadline for including a proposal in the Company's Proxy Statement for
the April 2003 Annual Meeting is November 4, 2002. Any proposals intended to be
presented at the 2003 meeting must be received by the Company on or before that
date. Please send proposals to the Secretary, Bridge Bancorp, Inc., 2200 Montauk
Highway, P.O. Box 3005, Bridgehampton, New York 11932.
ITEM 1: - AMENDMENT OF BYLAWS
Section 206 of the bylaws currently provides for classification of the
directors into two classes. Class 1 consists of no fewer than three (3)
directors or more than thirteen (13) directors and Class 2 consists of no fewer
than three (3) directors or more than twelve (12) directors, one class being
elected annually to serve for a regular term of two years. Such classification
is authorized by Section 704 of the New York Business Corporation Law ("BCL").
Following discussions regarding the optimum size of the board and in light
of the 1998 BCL amendment eliminating the requirement that each class of a
classified board consist of a minimum of three (3) directors, the Board of
Directors is proposing an amendment to Section 206 of the bylaws to increase the
number of classes to three.
Because of the election at the annual meeting held in 2001 of the four
directors of the current Class 1 who were elected for a term expiring in 2003 or
until their successors were elected and qualified, the Board proposes in this
Item 1 to: (I) adopt an amended bylaw instituting the three class system, and
(ii) redesignate the current Class 1 directors as the new Class A directors
under the proposed three class system. In Item 2 below the Board proposes to,
(y) elect two (2) directors of Class B as the new second class to serve until
the annual meeting in 2004 for a two year term, and (z) elect two (2) directors
of Class C as the third new class to serve for a three year term until the
annual meeting in 2005. Since the BCL requires that all classes will be as
nearly as possible equal in size, Mr. Tobin, one of the four current Class 1
directors, will be proposed for election as one of the new Class C directors.
Although to date there have not been any problems with continuity on the
Board of Directors, the Board believes that a further classification of the
Board, in conjunction with the certain nominating procedures currently contained
in Section 202 of the bylaws, will help to assure continuity and stability of
corporate leadership and policy. These provisions would help to moderate the
pace of any change in control of the Board of Directors by extending the time
required to elect a majority of the directors to at least two successive annual
meetings. Since
-2-
this extension of time also tends to discourage a tender offer or takeover bid,
and to make it more difficult for a majority of shareholders to change the
composition of the Board of Directors even though this may be considered
desirable for them, this provision may also be deemed to be "anti-takeover" in
nature. With this proposal the Board is recommending a return to the original
three class system adopted when the Company was organized, but which could not
be implemented due to the Board size being less than nine members, since, at
that time, the BCL required a minimum of three directors in each class.
If the proposal is adopted and the nominees proposed by the Board in Item 2
are elected, the Board would consist of three (3) Class A directors who will be
three of the four current Class 1 directors and who will serve until the annual
meeting in 2003, two (2) Class B directors who are being proposed for election
this year who will serve until the annual meeting in 2004 and two (2) Class C
directors, who are being proposed for election this year who will serve until
the annual meeting in 2005.
Accordingly, the Board of Directors proposes that Section 206 of the Bylaws
entitled, Classification of Directors, be amended so that the same provides as
follows:
Section 206. Classification of Directors. The directors shall be
divided into three (3) classes, as nearly equal in number as possible,
known as Class A, consisting of not more than eight (8) directors;
Class B, consisting of not more than eight (8) directors; and Class C,
consisting of not more than nine (9) directors. Such classes shall
become effective with the annual meeting of shareholders in 2002. The
initial directors of Class A shall be the present directors of Class 1
who are continuing in office and who were elected at the annual
meeting in 2001 to hold office until the annual meeting in 2003 and
shall serve out their current terms until the annual meeting in 2003.
At the annual meeting of the shareholders in 2003, the directors of
Class A shall be elected for a term of three (3) years and, after
expiration of such term, shall thereafter be elected every three (3)
years for three (3) year terms. The initial directors of Class B shall
be elected at the annual meeting in 2002 and shall serve until the
annual meeting of shareholders in 2004. At the annual meeting of the
shareholders in 2004, the directors of Class B shall be elected for a
term of three (3) years and, after the expiration of such term, shall
thereafter be elected every three (3) years for three (3) year terms.
The initial directors of Class C shall be elected at the annual
meeting in 2002 and shall serve until the annual meeting of
shareholders in 2005. At the annual meeting of shareholders in 2005,
the directors of Class C shall be elected for a term of three (3)
years and, after the expiration of such term, shall thereafter be
elected every three (3) years for three (3) year terms. Each director
shall serve until his/her successor shall have been elected and shall
qualify, even though his/her term of office as herein provided has
otherwise expired, except in the event of his/her earlier resignation,
removal or disqualification.
REQUIRED VOTE
The approval by the affirmative votes of majority of the shares present, or
represented, and entitled to vote is required to approve the proposed amendment
to the Bylaws.
ITEM 2: - ELECTION OF DIRECTORS & INFORMATION WITH RESPECT TO DIRECTORS
& OFFICERS
The Bylaws of the Company provide that the Board of Directors shall consist of
not less than five nor more than twenty-five shareholders, the exact number to
be fixed and determined from time to time by resolution of a majority of the
full Board of Directors or by resolution of the shareholders at any annual or
special meeting thereof. Pursuant to this provision, the Board unanimously
adopted a resolution setting the number of directors at seven. The Bylaws, as
proposed to be amended in Item 1, further provide that the directors shall be
divided into three classes with three year terms of office for each class
expiring at the end of consecutive years after the phase
-3-
in period for the redesignated Class A directors who will serve out their
remaining terms until the annual meeting in 2003 and the new Class B Directors
who will serve until the annual meeting in 2004. Only two Class B Directors, who
will serve until the annual meeting in 2004, and two Class C Directors, who will
serve until the annual meeting in 2005, will be elected at this year's meeting.
If for any reason the Item 1 reclassification is not adopted, the four nominees
will all be proposed for election, in accordance with the existing bylaw
provision, to Class 2, to serve until the annual meeting in 2004.
The Board of Directors has nominated the four persons named in this Proxy
Statement, two for election to Class B and two for election to Class C. Each of
these nominees has consented to be named and to serve if elected, and the Board
knows of no reason to believe that any nominee will decline or be unable to
serve, if elected. In the event any nominee is unable to serve or for good cause
will not serve, it is intended that the proxies which would have been voted for
such nominee will be voted for a successor nominee to be designated by the Board
of Directors.
REQUIRED VOTE
The approval by the affirmative votes of the holders of a plurality of the
shares present, or represented, and entitled to vote is required to approve the
election of directors.
The following information is provided with respect to each nominee for director
and each present director whose term of office extends beyond the date of the
Annual Meeting.
NOMINEES FOR DIRECTOR AND DIRECTORS CONTINUING IN OFFICE
Shares of Common Stock
of the Company
Beneficially Owned as of
December 31, 2001(1)
Principal Occupation Director of the
Name and Age for Past Five Years Company Since No. of Shares Percent
- ---------------------------------------------------------------------------------------------------------------------
Nominees for Director:
Class B (term expiring in 2004)
Thomas Halsey Owner-Holly Hill 1969 42,290 (2) 1.0
Age 62 Nursery
Marcia Z. Hefter Partner-Esseks, Hefter 1988 21,488 (3) 0.5
Age 58 & Angel, Attorneys
Class C (term expiring in 2005)
Raymond Wesnofske Chairman of the Board of 1970 98,082 (4) 2.4
Age 64 the Company & the Bank
Thomas J. Tobin President & Chief Executive 1986 79,736 (5) 1.9
Age 57 Officer of the Company &
the Bank
-4-
Directors Continuing in Office:
Class A (former Class 1)
(term expiring in 2003)
- -----------------------
R. Timothy Maran President-Maran, DeBaun, 1980 65,294 (6) 1.6
Age 60 Cruise & Simonson
Insurance Brokers
Walter A. Preische, Jr. Certified Public Accountant 1994 9,510 (7) 0.2
Age 66
L. H. Strickland Vice-Chairman of the Board 1970 13,000 (8) 0.3
Age 69 of the Company & the Bank;
President & Director-Peter Lyle,
Inc., Financial Services
SHARES BENEFICIALLY OWNED BY OTHER EXECUTIVE OFFICERS AND ALL
DIRECTORS AND OFFICERS AS A GROUP
Name, Age and Position with Company No. of Shares Percent
- ---------------------------------------------------------------------------
Christopher Becker, Age 36 24,500 (9) 0.6
Executive Vice President of the
Company and the Bank; Treasurer
of the Company
Janet T. Verneuille, Age 41 11,000 (10) 0.3
Senior Vice President of the
Company and the Bank; Secretary
of the Company; Chief Financial
Officer of the Bank
All 9 Director Nominees, Continuing
Directors and Executive Officers as a Group 364,900 (11) 8.8
NOTES
(1) Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a
person directly or indirectly has or shares voting power and/or investment
power (which includes the power to dispose) and all shares which the person
has a right to acquire within 60 days of the reporting date. Except as
otherwise indicated, for all securities listed the director has sole voting
and investment power.
-5-
(2) Including 17,198 shares in the name of Dorothy E. Halsey, Mr. Halsey's
wife; 135 shares in a retirement fund for Mrs. Halsey and 135 shares in a
retirement fund for Mr. Halsey.
(3) Including 7,520 shares in a retirement trust for Robert J. Hefter, Mrs.
Hefter's husband; 2,750 shares in a retirement trust for Mrs. Hefter; 900
shares in the name of Jason Hefter, Mrs. Hefter's son; and 900 shares in
the name of Michele Hefter, Mrs. Hefter's daughter.
(4) Including 27,864 shares in the name of Lynn Wesnofske, Mr. Wesnofske's wife
and 14,400 shares in the name of Christopher Wesnofske, Mr. Wesnofske's
son.
(5) Including options to purchase 41,000 shares and restricted stock of 2,400
shares previously granted to Mr. Tobin under the Company's Equity Incentive
Plan; 17,205 shares in the name of Janet B. Tobin, Mr. Tobin's wife; and
441 shares in the name of Patrick Thomas Tobin, Mr. Tobin's son.
(6) Including 3,445 shares in the name of Cynthia H. Maran, Mr. Maran's wife;
5,985 shares in the name of R.Timothy Maran, Jr., Mr. Maran's son; 6,948
shares for the individual retirement account of Cynthia H. Maran, Mr.
Maran's wife; 13,572 shares of the individual retirement account of Mr.
Maran; and 14,000 in the name of The Thomas C. Maran Trust for which Mr.
Maran is trustee.
(7) Including 5,010 shares in a retirement account for Mr. Preische's benefit.
(8) Including 10,000 shares in the name of Peter Lyle, Inc. for the benefit of
L.H. Strickland. Mr. Strickland is the sole shareholder of such
corporation.
(9) Including options to purchase 20,000 shares and restricted stock of 1,500
shares previously granted to Mr. Becker under the Company's Equity
Incentive Plan.
(10) Including options to purchase 7,500 shares and restricted stock of 900
shares previously granted to Ms. Verneuille under the Company's Equity
Incentive Plan; 395 shares in the name of Janet T. Verneuille and Thomas
Verneuille, Ms. Verneuille's husband; 114 shares in the name of Thomas
Verneuille; 28 shares in the name of Janet T. Verneuille and Ryan
Verneuille, Ms. Verneuille's son; 28 shares in the name of Janet T.
Verneuille and Anna Verneuille, Ms. Verneuille's daughter; and 28 shares in
the name of Janet T. Verneuille and Emily Verneuille, Ms. Verneuille's
daughter.
(11) Including options to purchase 68,500 shares and restricted stock of 4,800
shares previously granted to the named Executive Officers under the
Company's Equity Incentive Plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors, its
executive and certain other officers, and any persons holding more than ten
percent of the Company's Common Stock are required to report their ownership of
the Company's Common Stock and any changes in that ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to report in this Proxy Statement any
failure to file by these dates during 2001. In 1992 Director Lawrence H.
Strickland inadvertently neglected to report the transfer of 900 shares from the
street name to certificated form registered in the name of Peter Lyle Inc. Mr.
Strickland is the President, Director and sole shareholder of Peter Lyle Inc.
Other than disclosed above, during 2001 all of these filing requirements were
satisfied. In making these statements, the Company has relied solely on the
written representations of the incumbent directors and officers and copies of
the reports which they have filed with the Commission.
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BOARD COMMITTEES
The Company's Board of Directors does not have a nominating committee (or a
committee performing similar functions), but does have Audit and Personnel
Committees as follows:
Number of Meetings
Committee Members Past Fiscal Year Committee Functions
Audit:
Thomas E. Halsey 5 Monitor compliance with law and rules,
Walter A. Preische, Jr. review and make recommendations with
L.H. Strickland respect to reports of internal auditor
and independent certified public
accountants
Personnel:
Marcia Z. Hefter 6 Recommend salary increases, changes
R. Timothy Maran in employee benefits and management
Thomas J. Tobin changes.
Raymond Wesnofske
The Board of Directors met 14 times during fiscal year ended December 31,
2001. Each of the directors of the Company attended at least 75% of the
total number of meetings of the Board and committees thereof.
COMPENSATION OF DIRECTORS
All of the members of the Board of Directors of the Company also serve on the
Board of the Bank. Directors of the Company are not compensated separately in
any way for their services as members of the Board of Directors of the Company.
The Board of Directors of the Bank currently holds 12 regular monthly meetings a
year and such special meetings as deemed advisable to review significant
matters. Each member of the Board of Directors, except Mr. Tobin, receives an
annual fee of $5,000. The Chairman of the Board of Directors receives an
additional $2,500 annually. All Directors are compensated $500 for each meeting
of the Board of Directors. Directors who are members of the asset and liability
committee, classification committee and audit committee are compensated $300 per
meeting. Directors are compensated $150 for all other committee meetings.
Beginning in 2002 Directors are eligible for participation in the equity
incentive plan and received options to purchase 2,400 shares at $18.80.
-7-
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation and
compensatory awards received the last three years by the Chief Executive Officer
and each other executive officer of the Bank whose cash compensation, including
salary and bonus, exceeded $100,000 in 2001. The officers of the Company are not
compensated separately in any way for their services.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
---------------------------------------------
Annual Compensation Awards Payouts
------------------------------------------ ------------------------ ------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Annual Restricted Options/ Other
Name and Compen- Stock SARs (4) LTIP Compens-
Principal Position Year Salary (1) Bonus sation (2) Awards (3) (shares) Payouts (5) ation(6)
- ------------------ ---- ---------- ----- ---------- ---------- -------- ----------- --------
Thomas J. Tobin 2001 $245,163 $180,000 $0 $23,760 4,000 $0 $14,367
President & Chief 2000 223,165 168,000 0 28,440 4,000 0 15,250
Executive Officer of 1999 214,549 66,500 0 0 12,000 0 15,000
the Company and the
Bank
Christopher Becker 2001 $157,439 $94,500 $0 $14,850 2,500 $0 $4,909
Executive Vice 2000 137,038 71,400 0 17,775 2,500 0 4,854
President of the 1999 125,624 27,300 0 0 7,500 0 4,423
Company and the
Bank, Treasurer of the
Company
Janet T. Verneuille 2001 $107,518 $42,750 $0 $8,910 1,500 $0 $2,907
Senior Vice President 2000 94,327 34,785 0 10,665 1,500 0 2,670
of the Company and 1999 77,317 16,250 0 0 3,000 0 2,608
the Bank, Secretary of
the Company, Chief
Financial Officer of the
Bank
NOTES TO SUMMARY COMPENSATION TABLE
(1) Includes salary deferred at the election of the named executive officer
(such as deferred salary under the Company's 401(k) Plan) and all
directors' fees from the Bank, whether paid or deferred. Salary deferrals
under the 401(k) Plan for 2001 were $8,216 for Mr. Tobin, Mr. Becker and
Ms. Verneuille.
(2) The Company has no other annual compensation as defined in the Securities
and Exchange Commission rules.
(3) Represents the dollar value of restricted shares granted to the named
executive officers during 2001. The listed dollar values represent the
number of such restricted shares multiplied by the closing market price of
the Company's Common Stock on the date of the grant. Restricted shares
granted under the Company's equity incentive plan carry the same dividend
rights as unrestricted shares of Common Stock from the date of the grant.
Restricted stock held by the executive officers at December 31, 2001 were
2,400 shares for Mr. Tobin, 1,500 shares for Mr. Becker and 900 shares for
Ms. Verneuille.
-8-
(4) Represents total number of shares subject to options granted to the named
executive officers. No options granted to the named executive officers have
been accompanied by stock appreciation rights ("SARs").
(5) The Company has no "long-term incentive plans" as defined in the Securities
and Exchange Commission rules.
(6) Includes, among other things, any Company contributions on behalf of the
named executive officer to the 401(k) Plan and specified premiums paid by
the Company on certain insurance arrangements on behalf of the executive
officer. Listed amounts for 2001 include 401(k) Plan contributions by the
Company on behalf of executive officers Tobin, Becker and Verneuille of
$5,250, $4,909 and $2,907, respectively; and the following insurance
premiums paid by the Company on behalf of Mr. Tobin: $4,810 in premiums
paid on a supplemental retirement policy and $4,307 in premiums paid on a
disability policy.
The following table sets forth information concerning stock options granted for
2001 to the executive officers named in the Summary Compensation Table on Page
8.
Options/SAR Grants in Last Fiscal Year
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees in Price Expiration Present
Name Granted Fiscal Year (dollars/share) Date Value
- ------------------------------------------------------------------------------------------------
Thomas J. Tobin 4,000 25.9% $16.50 1/17/11 $16,360
Christopher Becker 2,500 16.2% $16.50 1/17/11 $10,225
Janet T. Verneuille 1,500 9.7% $16.50 1/17/11 $ 6,135
The weighted average, fair value of the options granted during 2001 was $4.09.
The fair value of each option was estimated on the date granted using the
Black-Scholes option pricing model. The following weighted average assumptions
were used for grants during 2001: risk-free interest rate of 4.18%; expected
dividend yield of 3.71%; expected life of five years; and expected volatility of
33.3%.
-9-
The following table sets forth information concerning all stock options that
were either exercised in 2001 or held at year-end 2001 by the named executive
officers in the Summary Compensation Table on Page 8.
Aggregated Option/SAR Exercises in the Last Fiscal Year
and Year-End Option/SAR Values
- ----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Option Exercises in 2001 December 31, 2001 December 31,2001(1)
Shares Acquired on (Exercisable/ (Exercisable/
Exercise Value Realized Unexercisable) Unexercisable)
Thomas J. Tobin 0 0 E - 41,000 E - $149,690
U - 0 U - 0
Christopher Becker 0 0 E - 20,000 E - $29,825
U - 0 U - 0
Janet T. Verneuille 0 0 E - 7,500 E - $7,575
U - 0 U - 0
(1) Calculated based on the fair market value of the Company's Stock on December
31, 2001 ($18.11 per share) minus the exercise price.
EMPLOYMENT CONTRACT AND SEVERANCE AGREEMENTS
The Company and the Bank have entered into employment agreements with Messrs.
Tobin and Becker and Ms. Verneuille. The employment agreements provide for five
year, three year and two year terms of employment, respectively, that extend, at
the option of the Company or the Bank, on an annual basis for an additional one
year period unless the executive provides written notice of non-renewal. If the
Company or the Bank does not extend or the executive terminates, the term of the
agreements becomes a fixed four, two or one year term, as the case may be.
Under the employment agreements, the annual salary of the named executive
officers is reviewed annually by the Board of Directors or a committee of the
Board of Directors. For 2002, the annual salary for Messrs. Tobin and Becker and
Ms. Verneuille has been set at $244,000, $154,000 and $112,500, respectively. In
addition to an annual salary, the employment agreements provide for, among other
things, participation in stock benefit plans and certain other employee and
fringe benefit programs applicable to executive management. The employment
agreement for Mr. Tobin provides for the purchase of a special disability income
policy and a supplemental retirement income plan policy with pre-retirement
death benefits.
Each of the employment agreements provides that the Company, or the Bank, may
terminate the covered executive for cause, as described in the agreements, at
any time. If either the Company or the Bank terminates an executive's employment
other than for cause or a change in control or in the event the executive
terminates his/her employment with the Company or the Bank based upon any of the
following conditions (collectively, "Event of Termination"): (1) failure to
elect or re-elect or appoint or re-appoint the executive to his/her current
position; (2) material change in the executive's functions, duties or
responsibilities which cause the executive's position to become one of lesser
responsibility, importance or scope; (3) relocation of the executive's principal
place of employment outside of
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Southhampton, East Hampton, Shelter Island, Southold or Riverhead; (4) reduction
in the benefits or perquisites provided to the executive; (5) liquidation or
dissolution of the Company or the Bank; or (6) material breach of the agreement
by the Company or the Bank, the employment agreements provide that the executive
or, in the event of the executive's death, his/her beneficiary, will receive the
payments and benefits that would have been provided to him under the agreement
for the longer of (i) three years in the case of Messrs. Tobin and Becker or two
years in the case of Ms. Verneuille or (ii) the remaining term of the relevant
agreement.
Under each of the employment agreements, a Change in Control is an event which:
(a) is required to be reported on Form 8-K under the Securities Exchange Act of
1934, as amended, (b) results in a Change in Control based upon the fact that
the acquiror has received all applicable regulatory approvals or (c) results in
any of the following: any person becoming the beneficial owner of 30% or more of
the Bank's or the Company's voting securities, individuals on the current Board
of Directors ceasing to constitute a majority of the Board, a corporate
reorganization, merger or similar transaction and the Bank or the Company is not
the resulting entity, a proxy solicitation from someone other than current
management seeking approval or certain corporate reorganizations, mergers or
similar transactions or a successful tender offer for the acquisition of 30% or
more of the shares of the Bank or the Company. If: (1) following a Change in
Control of the Company or the Bank the executive's employment with the Company
or the Bank is involuntarily terminated, (2) within 90 days following the Change
in Control, the executive voluntarily terminates his/her employment provided the
acquiror is a private investor, group of private investors or private company
controlled by a private investor or group, or (3) within three years following a
Change in Control, the executive suffers a demotion, loss of title or
significant responsibility, reduction in compensation or benefits or relocation
of principal employment to an office other than one located in Southampton, East
Hampton, Shelter Island, Southold or Riverhead, the executive or, in the event
of the executive's death, his/her beneficiary, will receive an amount equal to
3.25, 3.0 or 2.0, as the case may be, times the executive's average compensation
for the preceding taxable year payable at the executive's election in a lump sum
or over 39, 36 or 24 months, respectively, on either a bi-weekly or monthly
basis. In addition, the health and welfare benefits received by the executive
during his/her employment would be continued for 39, 36 or 24 months, as the
case may be, following his/her termination of employment.
Payments pursuant to the employment agreements and other arrangements in the
event of a Change in Control may constitute a "parachute payment" for federal
income tax purposes and may result in the imposition of an excise tax on the
executive. In such a case, the employment agreements provide that the Company or
the Bank will pay the executive an amount sufficient to enable the executive to
retain the payments and benefits provided to him/her had he/she not been subject
to such a tax.
The Company guarantees the payment of compensation and benefits to the
executives under the employment agreements with the Bank. The Company and the
Bank will reimburse or pay the executive for all reasonable costs and legal fees
paid or incurred in connection with any dispute or question of interpretation
relating to the employment agreements if the executive is successful on the
merits of his/her claim pursuant to a legal judgment, arbitration or settlement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Personnel and Compensation Committee held six meetings in 2001 and presently
consists of Raymond Wesnofske, Chairman of the Board, R.Timothy Maran, Marcia Z.
Hefter and Thomas J. Tobin. Mr. Tobin is the President and Chief Executive
Officer of both the Company and the Bank.
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REPORT OF THE COMPENSATION COMMITTEE
The Company's Personnel Committee serves as its Compensation Committee. It
consists of three directors, none of whom is an officer or employee of the
Company or any of its subsidiaries or has any separate, substantial business
relationship with the Company, as well as the President and Chief Executive
Officer, Thomas J. Tobin. This Committee was established to review, at least
annually, the salaries, benefits, and employment policies of the Bank and then
make recommendations to the full Board. The Committee makes recommendations to
the full Board of Directors concerning base salary levels and short term
incentive compensation for executive officers. In addition, the Committee
recommends for full Board ratification the grant of stock-based incentive
compensation awarded to executive officers and senior management. The Committee
is also responsible for recommending the execution of employment agreements and
change in control agreements with executive officers and certain members of
senior management.
General Policy
The Company's executive compensation policy is to provide an incentive for
executive officers to achieve corporate goals and to reward executive officers
when these goals are met. Central to the concept and design of executive
compensation strategy is the paramount importance of long term shareholder
interests and the need to align senior management with those interests.
Compensation levels for executive officers are established after consideration
of corporate performance measures and executive compensation practices followed
by the Company's industry peer group. Also, included in the deliberative process
are personal factors such as commitment, leadership, management style, teamwork
and community involvement.
The Committee obtains suggestions and advice from the CEO regarding appropriate
or desired levels of compensation for executive officers and senior management.
The Committee has access to all necessary Company financial reports, personnel
records and other data. Committee members have regular contact with executive
officers and senior management as a result of their service on the Board and
other Board committees, giving members a direct basis upon which to evaluate the
individual qualities and capabilities of the officers.
For each of the past three years, the Company retained a nationally recognized
compensation consulting firm to analyze the executive officer and senior
management compensation levels, by each of the three elements cited below and in
total, and the Company's performance. A group of forty comparably sized and
similarly profiled financial institutions were used for comparison purposes.
This group selected for this comparison needs to be distinguished from the peer
group used in the stock performance graph below. The companies included in
this group may have changed slightly from year to year due to merger activity
within the industry or other relevant factors. The Committee considered the
results of this comparison and the consulting firm's corresponding
recommendations in making compensation program recommendations to the Board of
Directors.
The objective of the Company's executive officer and senior management
compensation structure is to motivate these individuals to put forth maximum
effort toward the achievement of specific corporate goals identified during the
strategic planning process of the Board and management. To that end, the
Committee has adopted a compensation strategy that seeks to provide competitive
compensation opportunities that are strongly aligned to the financial and stock
performance of the Company. Three compensation elements are used in support of
the strategy: base salary, short term incentives and long term incentives.
-12-
Components of Compensation
Base Salary
Executive officer base salary levels are reviewed annually by the Committee and
adjusted as appropriate. For the 2001 fiscal year the Company increased
individual base salaries based upon the consideration of the competitive base
salary review, strong Company performance and individual performance. The
adjusted base salary levels are reflective of the individual responsibilities,
experience and performance, as well as competitive marketplace conditions.
Short Term Incentive Program
The Company ties short term incentive bonuses to financial targets, specifically
return on average equity as compared to its peer group and growth in net profit.
For the fiscal year ended 2001, the Company returned approximately 23.1% on
average equity and approximately 19.7% growth in the annual net profit over the
prior year, exceeding the goals defined by the Board and management in a
three-year strategic plan. These performance standards place the Company in
the high performance tier, as defined by a prominent industry source, when
compared to commercial banks in its peer group.
Long Term Stock Incentive Program
The third and final component of the Company's compensation strategy is the 1996
Equity Incentive Plan, under which executive officers and senior management may
be given the opportunity to acquire or increase proprietary interest in the
Company through the granting of stock options and/or restricted stock awards.
Such stock options and awards offer them the possibility of future value,
depending upon the long term appreciation of the Company's common stock and
provide the recipients with an incentive to advance the interests of the Company
and also encourage them to remain in the employ or service of the Company and
its subsidiaries.
Stock options under the Plan may be either so-called incentive stock options,
which bestow certain tax benefits on the optionee, or non-qualified stock
options, not qualifying for such benefits. All options under the plan have an
exercise price that is not less than the market value of the Company's common
stock on the date of the grant.
Historically, stock based awards under the Company's plans have either been
stock options or shares of restricted stock (which are merely shares of common
stock that are forfeitable and are subject to restrictions on transfer prior to
the vesting date.) The exercisability of options and the vesting of restricted
stock depend upon the executives continuing to render services to the Company.
Options have no value unless the Company's stock price rises over time, and the
value of restricted shares over time also is directly proportionate to the
market value of the Company's stock.
Restricted stock awards under the plan carry dividend rights from the date of
grant. Restricted shares are forfeited if the award holder departs the Company
before vesting. Accelerated vesting is permitted under limited circumstances.
The Committee's decisions on granting options and restricted stock awards are
based on evaluation of both the Company's performance, as measured against
growth in earnings per share, and the individual's accomplishments.
-13-
Chief Executive Officer
In assessing appropriate types and amounts of compensation for the Chief
Executive Officer, the Committee evaluates both corporate and individual
performance. Corporate factors included in the evaluation are return on average
stockholders' equity, growth in assets, growth in net income, growth in earnings
per share and the Company's performance as compared to peer group institutions.
Individual factors include the CEO's implementation of the Company's strategic
goals, formation of an effective management team and various personal qualities,
including leadership.
The foregoing report has been furnished by committee members:
Raymond Wesnofske, Chairman
R. Timothy Maran
Marcia Z. Hefter
Thomas J. Tobin
-14-
PERFORMANCE GRAPH
Pursuant to the regulations of the SEC, the graph below compares the performance
of the Company with that of the total return for the NASDAQ stock market, United
States and for all bank stocks with an asset size of $250,000,000 to
$500,000,000 as reported by SNL Securities L.C. from December 31, 1996 through
December 31, 2001. The graph assumes the reinvestment of dividends in additional
shares of the same class of equity securities as those listed below.
Period Ending
--------------------------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- --------------------------------------------------------------------------------------------------
Bridge Bancorp, Inc. 100.00 258.91 382.42 326.68 266.89 306.57
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
SNL $250M-$500M Bank Index 100.00 172.95 154.89 144.10 138.74 197.12
-15-
RETIREMENT PLANS
The Bank maintains a non-contributory, tax-qualified defined benefit pension
plan (the"Retirement Plan") for eligible employees. All salaried employees at
least age 21 who have completed at least six months of service are eligible to
participate in the Retirement Plan. The Retirement Plan provides for a benefit
for each participant, including the Named Executive Officers, in an amount equal
to 1.50% of the participant's average annual earnings multiplied by creditable
service (up to 35 years) plus 1.00% of the participant's average annual earnings
multiplied by creditable service (in excess of 35 years) minus .49% of the
participant's final average compensation multiplied by creditable service (up to
35 years).
In addition to the Retirement Plan, the Bank has a Supplemental Executive
Retirement Plan (the "SERP"), which is an actuarial plan, under which additional
retirement benefits are accrued for eligible Executive Officers. The SERP
provides benefits to certain employees whose benefits under the Retirement Plan
are limited by the applicable provisions of the Internal Revenue Code. In 2001,
eligible employees under the SERP included Mr. Tobin and Mr. Becker. The amount
of additional retirement benefits is based upon a benefit at normal retirement
which approximates the differences between (i) the total retirement benefit the
participant would have received under the Retirement Plan without taking into
account limitations on compensation and annual benefits; and (ii) the retirement
benefit the participant is projected to receive under the Retirement Plan at
normal retirement.
The following table approximates the annual retirement benefits based on average
annual earnings for the highest five consecutive years at various levels of
compensation and years of service under the Retirement Plan and the SERP.
Annual
Average 20 Years 25 Years 30 Years 35 Years 40 Years
Compensation Service Service Service Service Service
- ---------------------------------------------------------------------------------------------------
50,000 $ 11,353 $ 14,192 $ 17,030 $ 19,868 $ 22,368
75,000 $ 18,853 $ 23,567 $ 28,280 $ 32,993 $ 36,743
100,000 $ 26,353 $ 32,942 $ 39,530 $ 46,118 $ 51,118
125,000 $ 33,853 $ 42,317 $ 50,780 $ 59,243 $ 65,493
150,000 $ 41,353 $ 51,692 $ 62,030 $ 72,368 $ 79,868
175,000 $ 48,853 $ 61,067 $ 73,280 $ 85,493 $ 94,243
200,000 $ 56,353 $ 70,442 $ 84,530 $ 98,618 $ 108,618
225,000 $ 63,853 $ 79,817 $ 95,780 $ 111,743 $ 122,993
250,000 $ 71,353 $ 89,192 $ 107,030 $ 124,868 $ 137,368
275,000 $ 78,853 $ 98,567 $ 118,280 $ 137,993 $ 151,743
300,000 $ 86,353 $ 107,942 $ 129,530 $ 151,118 $ 166,118
325,000 $ 93,853 $ 117,317 $ 140,780 $ 164,243 $ 180,493
350,000 $ 101,353 $ 126,692 $ 152,030 $ 177,368 $ 194,868
375,000 $ 108,853 $ 136,067 $ 163,280 $ 190,493 $ 209,243
400,000 $ 116,353 $ 145,442 $ 174,530 $ 203,618 $ 223,618
425,000 $ 123,853 $ 154,817 $ 185,780 $ 216,743 $ 237,993
450,000 $ 131,353 $ 164,192 $ 197,030 $ 229,868 $ 252,368
475,000 $ 138,853 $ 173,567 $ 208,280 $ 242,993 $ 266,743
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The following table sets forth the years credited service and the average annual
basic earnings (as defined above) determined as of September 30, 2001 for each
of the named Executive Officers.
Years of
Credited Service
Average
Years Months Annual Earnings
----- ------ ---------------
Thomas J. Tobin 16 2 $280,805
Christopher Becker 13 7 147,119
Janet T. Verneuille 8 10 82,637
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and executive officers and related parties, including their
immediate families and companies in which they are principal owners, were loan
customers of the Bank during 2001. Such loans are made in the ordinary course of
business at normal credit terms, including interest rate and security, and do
not represent more than a normal risk of collection. No such loan was classified
by the Bank as of December 31, 2001 as a non-accrual, past due, restructured or
potential problem loan.
Outside of normal customer relationships, none of the directors of the Company
or their associates currently maintains or has maintained within the past 12
months any significant business relationships or had any related party
transaction with the Company or the Bank other than such as arises by virtue of
their position or ownership interest in the Company or other than such as arises
by virtue of their position with the Bank.
ITEM 3: - A STOCKHOLDER PROPOSAL
A shareholder of the Company has given notice that he intends to present
for action at the annual meeting the following resolution:
WHEREAS, discrimination by reason of age, sex, gender, color, religion or
place of birth is abhorrent to the American ideals and the American way of life
and,
WHEREAS, every person should be desirous of eliminating any such
discrimination and,
WHEREAS, the Bridge Bancorp Inc. and the Bridgehampton National Bank in
their bylaws have for many years prohibited any person who has reached the age
of seventy (70) years from serving on the Board of Directors of those respective
corporations and,
WHEREAS, it is the movant's strong feeling that such a policy constitutes a
discrimination against such persons of the age of seventy (70) years and
therefore is discrimination against the aged,
NOW, THEREFORE, be it resolved that both the Bridge Bancorp Inc. and the
Bridgehampton National Bank repeal any and all such age restrictions whether it
be in their bylaws and/or other rules of corporate conduct and any provision of
the bylaws of Bridge Bancorp Inc. and Bridgehampton National Bank that prohibits
persons seventy (70) years of age or older from serving on their respective
Boards of Directors be and the same is hereby repealed and declared null and
void.
The name, address and number of shares held by the proponent of the
foregoing proposal will be furnished by the Secretary of the Company to any
shareholder orally or in writing as requested, promptly upon receipt of any oral
or written request therefor.
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STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
Bridge Bancorp, Inc., and its subsidiary, The Bridgehampton National Bank, DO
NOT DISCRIMINATE ON ANY BASIS, including age, gender, sexual orientation, race,
religion or place of birth, in violation of applicable law.
The Board of Directors unanimously recommends a vote AGAINST the foregoing
shareholder proposal.
Provision for a mandatory retirement age for directors is a common corporate
policy, with age 70, by far the most common mandatory retirement age. The
mandatory retirement age assures that the Board does not become entrenched and
that each director is able to meet his/her responsibilities with the energy and
innovative approach which will best serve the Company's shareholders. The
provision supports the opportunity to introduce new members to the Board,
ensuring infusions of new perspectives and ideas as well as possibly creating
room for directors from diverse backgrounds.
Mandatory retirement policies for directors are included in the bylaws of
companies of all types and sizes. This provision has been part of the Company's
bylaws since organization of the Company as a bank holding company in 1989. Over
the next four years, two directors will reach the mandatory retirement age.
They, along with all members of the Board of Directors of Bridge Bancorp, Inc.,
continue to support the mandatory retirement age provision.
Although The Bridgehampton National Bank is a federally chartered commercial
bank, regulated by the Office of the Comptroller of the Currency, shareholders
should note that New York State law actually imposes age restrictions for New
York State chartered savings banks through the regulation of savings bank bylaws
by prohibiting the initial election as a savings bank director/trustee of a
person over 70 and continued service of a person as a director after age 75.
Again, the Board of Directors unanimously recommends a vote AGAINST the
foregoing shareholder proposal.
REQUIRED VOTE
The approval by the affirmative votes of majority of the shares present, or
represented, and entitled to vote is required to approve the shareholder
proposal.
ITEM 4: - OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors does not intend
to present to the meeting any other business not provided for in the notice of
meeting, and it has not been informed of any business intended to be presented
by others. Should any other matters, however, properly come before the meeting,
the persons named in the enclosed Proxy will take action and vote proxies in
accordance with their judgment on such matters.
Action may be taken on the business to be transacted at the meeting on the date
specified in the notice of meeting or on any date or dates to which such meeting
may be adjourned.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, Independent Public Accountants, were the independent
auditors of the Company for the year ended December 31, 2001, and have been
selected to serve as auditors for 2002. Representatives of Arthur Andersen LLP
are expected to be present at the Annual Meeting with an opportunity to make a
statement if they so desire and are expected to be available to respond to
appropriate questions from stockholders.
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AUDIT COMMITTEE MATTERS
Audit Committee Charter
The Board of Directors of the Company adopted a charter for the Audit Committee
during fiscal year 2000.
Independence of Audit Committee Members
The Company's Common Stock is traded on the NASDAQ over the counter bulletin
board. All members of the Audit Committee have been determined to be
"independent directors" pursuant to the definition contained in Rule 4200(a)(14)
of the National Association of Securities Dealers' Marketplace rules.
Audit Committee Report
The Audit Committee has reviewed and discussed with management the company's
audited financial statements as of and for the year ended December 31, 2001.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accounts.
The Audit Committee has reviewed the written disclosure and the letter from the
independent auditors required by Independence Standard No.1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and has discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, the Audit Committee has
recommended to the Board of Directors that the financial statements referenced
above be included in the Company's Annual Report on Form 10-K for the Year ended
December 31, 2001.
The foregoing report has been furnished by audit committee members:
Walter Preische, Jr., Chairman
L.H. Strickland
Thomas E. Halsey
AUDIT FEES AND RELATED MATTERS
Audit Fees
The Company was billed $56,000 for the audit of the Company's annual financial
statements for the year ended December 31, 2001 and for the review of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
filed during 2001.
Financial Information Systems Design and Implementation Fees
The Company was not billed for any professional services described in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X (in general, information technology
services) rendered by the Company's principal accountant during the year ended
December 31, 2001.
All Other Fees
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The Bank was billed $34,600 for non-audit, principally tax services, rendered by
the Company's principal accountant during the year ended December 31, 2001.
Other Matters
The Audit Committee of the Board of Directors has considered whether the
provision of other non-audit services is compatible with maintaining the
independence of the Company's principal accountant.
Of the time expended by the Bank's principal accountant to audit the Company's
financial statements for the year ended December 31, 2001, no time involved work
performed by persons other than the principal accountant's full- time, permanent
employees.
Whether you intend to be present at this meeting or not, you are urged to return
your signed proxy promptly.
Your continued interest in and support of the Company is sincerely appreciated.
By Order of the Board of Directors
Raymond Wesnofske
Chairman
Bridgehampton, New York
March 8, 2002
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