Bethel Bancorp
489 Congress Street
Suite 200
Portland, Maine 04101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held October 18, 1995
The Annual Meeting of Shareholders of Bethel Bancorp (the "Company")
will be held on Wednesday, October 18, 1995, at 6:00 p.m., Eastern Time, at
the Sheraton Tara, Maine Mall Road, South Portland, Maine for the following
purposes:
1. To elect four directors for terms of three years each;
2. To ratify the appointment of Baker, Newman & Noyes, Limited
Liability Company as auditors for fiscal year 1995; and
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on September 8, 1995
are entitled to notice of and to vote at the meeting.
A copy of the Annual Report for the fiscal year ended June 30, 1995 is
enclosed herewith.
By Order of the Board of Directors
and President
Ariel Rose Gill
Clerk
September 18, 1995
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| IMPORTANT-Your Proxy Card is enclosed |
| |
| PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY IN |
| THE ENCLOSED STAMPED ENVELOPE WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE |
| MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. |
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BETHEL BANCORP
489 Congress Street
Suite 200
Portland, Maine 04101
(207) 772-8587
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
to be held on October 18, 1995
This Proxy Statement is furnished to stockholders of Bethel Bancorp
(the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Wednesday, October 18,
1995 at 6:00 p.m., Eastern Time, at the Sheraton Tara, South Portland,
Maine, and at any adjournments thereof.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
Executed but unmarked proxies will be voted "FOR" the nominees and proposals
presented in the attached Notice of Annual Meeting of Shareholders. Except
for procedural matters incident to the conduct of the Annual Meeting, the
Company does not know of any matters other than those described in the
Notice of Annual Meeting that are to come before the Annual Meeting. If any
other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote the shares represented by the
proxies on such matters as determined by a majority of the Board of
Directors.
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, shareholders may
revoke a proxy at any time prior to its exercise by filing with the Clerk of
the Company a written notice of revocation, by delivering to the Company a
duly executed proxy bearing a later date, or by attending the Annual Meeting
and voting in person.
The cost of soliciting proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail,
the Company, through its directors, officers and regular employees, may also
solicit proxies personally or by telephone or telegraph. The Company will
also request persons, firms and corporations holding shares in their names
or in the name of their nominees, which are beneficially owned by others, to
send proxy material to and obtain proxies from the beneficial owners and
will reimburse the holders for their reasonable expenses in doing so.
It is anticipated that this Proxy Statement will be mailed to
shareholders on or about September 18, 1995.
The securities which can be voted at the Annual Meeting consist of
shares of the common stock, the Series A Preferred Stock and the Series B
Preferred Stock of the Company, with each share entitling its owner to one
vote on all matters.
REQUIRED VOTE FOR MATTERS
TO BE ACTED UPON AT ANNUAL MEETING
Under the Company's Articles of Incorporation, cumulative voting to
elect directors is not authorized. The close of business on September 8,
1995 (the "Record Date") has been fixed by the Board of Directors as the
record date for the determination of shareholders entitled to vote at the
Annual Meeting. There were approximately 400 record holders of the Company's
common stock as of that date and the number of shares of common stock
outstanding as of that date was 597,625. On the Record Date, there were
45,454 shares of Series A Preferred Stock outstanding and 71,428 shares of
Series B Preferred Stock, all held by one record holder. Shares of the
Company's common stock, Series A Preferred Stock and Series B Preferred
Stock have one vote per share on all matters. Under both Maine law and the
Company's bylaws, the presence, in person or by proxy, of at least one-half
of the outstanding shares of the Company's voting stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting.
With respect to the election of directors, both the bylaws of the
Company and Maine law provide that those candidates receiving the greatest
number of votes cast at a meeting of shareholders, duly called and at which
a quorum is present, shall be deemed elected. The bylaws provide that the
directors shall be divided into three classes as nearly equal in number as
possible with each director to be elected for a three-year term of office to
expire at the third succeeding annual meeting of shareholders after their
election. As a consequence of these provisions and the prior action of the
Board of Directors in establishing four as the number of directors to serve
until 1998, those four nominees for director receiving the greatest number
of votes shall be deemed elected, regardless of whether they receive a
majority of the votes cast. Abstentions and broker non-votes will be
treated as not voting for the election of directors and will have no effect
in determining the directors receiving the most affirmative votes.
As to matters other than the election of directors that may be brought
before the Annual Meeting, Maine law provides that any corporate action be
taken at a shareholders' meeting at which a quorum is present shall be
authorized by a majority of the votes cast by the holders of shares entitled
to vote on the subject matter, except to the extent that a greater vote is
required by law or by the Company's articles or bylaws. The bylaws of the
Company provide that the holders of a majority in interest of the shares
having voting rights represented at a meeting of shareholders shall decide
any question brought before such meeting, provided a quorum is present. As
to any matter other than the election of directors, abstention and broker
non-votes will be treated as not voting for such matter and will have the
same effect as a vote against the matter brought before the shareholders at
the Annual Meeting.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of September 8, 1995, the following persons owned of record, or
were known to own beneficially, more than five percent (5%) of any class of
the outstanding shares of the Company:
Shares of the Company
Owned (Percentage
Name and Address of Outstanding Voting Stock)(1)
---------------- -------------------------------
Albert H. Desnoyers 66,347 ( 7.8%)
210 Washington Drive
Watchung, New Jersey 07060
Claude E. Savoie 50,850 ( 6.0%)
550 Sheldiac Road
Moncton, New Brunswick
Canada E1A 2T1
Ronald J. Goguen (2) 246,313 (29.0%)
1776 Elmwood Drive
RR #4, D-291
Moncton, New Brunswick
Canada E1C 8J5
Shares of the Company's voting stock beneficially owned. A beneficial
owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or
otherwise has or shares the power to vote such security or the power
to dispose of such security. Included are shares owned by spouses and
relatives living in the same home as to which beneficial ownership may
be disclaimed and shares which may be obtained under the Company's
Stock Option Plans and shares which may be obtained under warrants.
Based on Schedules 13D and/or Forms 4 and 5 filed with the Securities
and Exchange Commission.
Includes 45,454 shares of Series A Preferred Stock, 71,428 shares of
Series B Preferred Stock and 60,239 shares of Common Stock, and a
warrant to purchase 66,882 shares of common stock at a price of $14.00
per share owned by Square Lake Holding Corporation ("Square Lake"), a
Maine corporation which is owned by a Canadian corporation of which
Ronald Goguen is a 95% shareholder and director, 1,535 shares of
Common Stock owned by a child of Mr. Goguen and 775 shares of Common
Stock held in an individual retirement savings plan. Shares of the
Series A Preferred Stock and Series B Preferred Stock are convertible
into shares of common stock without further consideration at a ratio
of one to one.
ELECTION OF DIRECTORS
General
The Board of Directors of the Company presently consists of 12
persons. Directors are elected for staggered terms of three years and until
their successors are elected and qualified. The directors are divided into
three classes of four directors each. The term of office of only one class
of directors expires in each year. There are no arrangements or
understandings between the Company and any person pursuant to which any
person has been elected as a director.
At the Annual Meeting, four directors will be elected for three-year
terms. Unless otherwise specified on the proxy, it is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of the nominees listed below.
Although it is anticipated that each nominee will be available to serve as a
director, should any nominee be unavailable to serve, proxies will be voted
by the proxy holders in their discretion for another person designated by
the Board of Directors. Campbell B. Niven, who is 65 and had been a
director of the Company since its formation in 1987, has declined to stand
for election at the 1995 Annual Meeting. John B. Bouchard, President of
Bouchard and Sons, Inc., and a director of the Company's subsidiary,
Brunswick Federal Savings, F.A. ("Brunswick Federal"), since 1965, has been
nominated to take the seat to be vacated by Mr. Niven.
The following table sets forth certain information, some of which has
been obtained from the Company's records and some of which has been supplied
by the nominees and continuing directors, regarding the nominees for
election to the Board of Directors and the directors who will continue in
office for the remainder of their terms. Certain of the directors of the
Company serve as directors or officers of Bethel Savings Bank, FSB ("Bethel
Savings"), Brunswick Federal or ASI Data Services, Inc. ("ASI"), each of
which is a 100% owned subsidiary of the Company. ASI provides data
processing services to the financial industry.
Shares of the Company
Beneficially Owned
(Percentage of Outstanding
Positions With the Company Voting Stock
and Present Principal Director in Parentheses Where
Name and Age Occupation or Employment Since(l) Greater Than 1%)(2)
------------ ------------------------ -------- --------------------------
Nominees to serve until 1998
John B. Bouchard Director of Brunswick Federal. -- 2,200
Age 59 President of Bouchard & Sons,
Inc., a construction contractor, and
Owner, John B. Bouchard Builder.
Judith W. Hayes Director. 1994 500
Age 39 President, Consumers Maine Water
Company
Stephen W. Wight Director; Director of Bethel 1981 5,750(3)
Age 51 Savings. Owner and Manager,
Sunday River Inn (Resort Hotel)
Dennis A. Wilson Director; Director of Bethel 1989 14,000 (1.7%)
Age 60 Savings. Owner, D. A. Wilson
Trucking
Directors whose terms expire in 1996
James D. Delamater Director, President and Chief 1981 26,500 (3.1%)
Age 44 Executive Officer. Director of ASI,
Bethel Savings and Brunswick
Federal
Philip C. Jackson Director and Vice President; 1979 18,700 (2.2%)(4)
Age 50 President of Bethel Savings.
Director of ASI and Bethel Savings
Ronald C. Kendall Director; Director of Bethel 1977 10,690 (1.3%)(5)
Age 63 Savings. Owner, Kendall Insurance,
Inc.
Robert Morrell Director; Director of Brunswick 1990 1,000
Age 69 Federal. President, Brunswick
Coal & Lumber Co.
Directors whose terms expire 1997
Norris T. Brown Director; Director of Bethel 1973 16,000 (1.9%)
Age 79 Savings. Retired
Ronald J. Goguen Director; Director of Bethel 1990 246,313 (29.1%)(6)
Age 50 Savings. President, Major Drilling
Group International
John W. Trinward, D.M.D. Chairman of the Board; Director of 1956 4,967(7)
Age 70 Bethel Savings. Retired Dentist
Edmond J. Vachon Director. 1954 16,425 (1.9%)(8)
Age 85 Chairman of the Board of Bethel
Savings, 1975-1986; President of
Bethel Savings, 1973-1975;
Headmaster--Emeritus, Gould
Academy
All directors and executive -- -- 377,070 (44.5%)(9)
officers as a group
(15 persons)
Since the Company was not active until 1987, references to the years
prior to 1987 relate to service on the Boards of Directors of Bethel
Savings or Brunswick Federal.
Shares of the Company's voting stock beneficially owned. A beneficial
owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or
otherwise has or shares the power to vote such security or the power
to dispose of such security. Included are shares owned by spouses and
relatives living in the same home as to which beneficial ownership may
be disclaimed, shares which may be obtained under the Company's Stock
Option Plans and shares which may be obtained under warrants. The
foregoing table includes 35,000 shares of the Company's Common Stock
subject to stock options, 116,882 preferred shares convertible into
common shares and 66,882 shares of the Company's Common Stock subject
to a warrant. Of such shares, Mr. Delamater has the right to acquire
23,000 shares subject to options, Mr. Jackson has the right to acquire
12,000 shares subject to options, and Square Lake Holding Corporation,
of which Mr. Goguen is the beneficial owner, has the right to acquire
66,882 common shares pursuant to a warrant and 116,882 common shares
pursuant to conversion rights applicable to the Company's preferred
shares. See "Common Stock Ownership of Certain Beneficial Owners,"
above.
Includes 2,100 shares owned by spouse and 750 shares owned by children.
Includes 1,950 shares owned by spouse and 1,300 shares owned by children.
Includes 725 shares owned by spouse and 8,900 shares held in trusts of
which Mr. Kendall is a trustee or beneficiary.
Includes 45,454 shares of Series A Preferred Stock, 71,428 shares of
Series B Preferred Stock, 60,239 shares of Common Stock, a warrant for
66,882 shares of common stock with an exercise price of $14.00 per
share owned by Square Lake, 1,535 shares of Common Stock owned by a
child of Mr. Goguen and 775 shares of Common Stock held in an
individual retirement savings plan. See "Common Stock Ownership of
Certain Beneficial Owners," above.
Includes 267 shares owned by spouse.
Includes 6,563 shares owned by spouse.
Includes 37,590 shares owned by spouses and members of immediate families.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED HEREIN.
Listed below is information concerning the executive officers of the
Company, other than Messrs. Delamater and Jackson.
Shares of the Company
Beneficially Owned
(Percentage of Outstanding
Positions with Term Served as Voting Stock in Parenthesis
Name and Age the Company of Office Officer Since Where Greater than 1%)
------------ -------------- --------- ------------- ---------------------------
A. William Cannan Executive Vice President and one year 1993 10,013(1.1%)
Age 53 Chief Operating Officer. Acting
President of Brunswick Federal,
President of ASI, Director of
Brunswick Federal and ASI
Richard E. Wyman, Jr. Chief Financial Officer. one year 1992 2,000
Age 39 Director of ASI
Henry Korsiak Vice President and Chief one year 1993 2,012
Age 52 Operating Officer of ASI.
Director of ASI
Mr. Cannan joined the Company in July, 1993. Mr. Cannan was President
of Casco Northern Bank, NA in Portland, Maine from 1991 to 1993. Prior to
that time, Mr. Cannan was Executive Vice President, Commercial Business
Group, at Fleet Bank of Maine. Mr. Wyman became Chief Financial Officer of
the Company in July, 1992. Mr. Wyman had been Chief Financial Officer of
Brunswick since October, 1988. Prior to joining Brunswick, he was employed
by the Biddeford Savings Bank, Biddeford, Maine from 1984 to 1988, and held
the title of Compliance Officer for the period 1986 to 1988. Mr. Korsiak
joined ASI in December of 1993 and now serves as its Vice President and
Chief Operating Officer and as a director of ASI. Prior to joining ASI, Mr.
Korsiak had been a Manager of Systems Analysis for Fleet Services Corp. in
New York and Rhode Island since 1978.
The Board of Directors of the Company held seven meetings during the
year ended June 30, 1995. The Audit Committee of the Company consists of
the entire Board of Directors and held one meeting in fiscal 1995. The
Company has no other standing committees other than the Personnel and
Compensation Committee. The Personnel and Compensation Committee, which
advises the Board on issues of compensation for directors and officers and
administers certain stock plans of the Company, consists of Directors
Trinward, Goguen, Kendall, Hayes, Wilson and Wight and held one meeting in
fiscal 1995. In fiscal 1995, each director attended at least 75% of all
meetings of the Board of the Company and meetings of any Committee of which
he or she was a member.
Executive Compensation and Other Information
Summary Compensation Table. The following table sets forth cash
compensation for the Company's chief executive officer and each other
executive officer of the Company who received total annual compensation
exceeding $100,000 for services rendered in all capacities to the Company
and its subsidiaries during the last three fiscal years.
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------- -------------
Securities
Fiscal Other Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($)(1) Options/SARs Compensation($)
--------------------------- ------ --------- -------- ------------------ ------------- ---------------
James D. Delamater 1995 110,000 15,000 9,712 2,000 10,228(2)
Director, President and 1994 93,000 3,256 9,939 0 8,546(3)
Chief Executive Officer 1993 93,265 3,079 9,352 0 8,397(4)
of the Company
A. William Cannan 1995 106,000 13,102 4,237 10,000 9,629(5)
Executive Vice President
and Chief Operating
Officer
The values listed in this column include amounts for memberships in
civic, social and professional associations, use of automobiles
furnished by the Company and its subsidiaries, and director's fees
from subsidiaries.
Includes $537 in term life insurance premiums paid on behalf of Mr.
Delamater, $8,038 in direct contributions and a $1,653 matching
contribution under the Company's 401(k) Savings and Retirement Plan.
Includes $486 in term life insurance premiums paid on behalf of Mr.
Delamater, $6,643 in direct contributions and a $1,417 matching
contribution under the Company's 401(k) Savings and Retirement Plan.
Includes $475 in term life insurance premiums paid on behalf of Mr.
Delamater, $6,645 in direct contributions and a $1,277 matching
contribution under the Company's 401(k) Savings and Retirement Plan.
Includes $492 in term life insurance premiums paid on behalf of Mr.
Cannan, $7,569 in direct contributions and a $1,568 matching
contribution under the Company's 401(k) Savings and Retirement Plan.
Director Compensation. The Chairman of the Board of Bethel receives
an annual retainer of $6,200. All other directors of Bethel receive an
annual retainer of $3,000. In addition, each director of Bethel receives
$100 per Board meeting attended. The Chairman of the Board of Brunswick
receives a $6,200 retainer. All other directors of Brunswick receive an
annual retainer of $3,000 and $100 per meeting attended. Directors of the
Company who are not also officers of the Company receive an annual retainer
of $1,000, and $250 for each Board or committee meeting attended. In
addition, the Chairman of the Board receives an annual retainer of $7,200
for serving as such.
Employment Agreements. The Comapny expects the employment agreement
described below to be terminated due to reassignment of duties of Mr.
Delamater subject to such agreement. Mr. Delamater's principal
responsibilities are with the Company rather than Bethel. Bethel entered
into an employment agreement dated March 20, 1987 with Mr. Delamater. The
agreement is for a term of four years with a provision which extends the
term for an additional one year at the end of each year unless either party
notifies the other it does not wish to extend the term. During the term of
the agreement, Mr. Delamater is to be employed in his present capacity with
Bethel. The agreement provides that Mr. Delamater's base salary is to be
determined by the Board of Directors annually, provided that in no event
will his base salary be less than his base salary for the previous year.
Under the agreement, Mr. Delamater is to continue to receive employment
benefits and perquisites equal to those received prior to the date of the
agreement. The agreement contains a covenant prohibiting competition,
within a 20 mile radius of Bethel's main office, with Bethel or the Company
during the term of the agreement or for the period during which payments are
made pursuant to the agreement.
In the event there is a change of control of Bethel or the Company and
Mr. Delamater's employment with Bethel is terminated by Bethel or by Mr.
Delamater as a result of a demotion, the agreements provide for lump sum or
periodic payments to Mr. Delamater equal to 2.99 times the average annual
salary received by Mr. Delamater during the period of the last five taxable
years prior to the change in control (the "base amont"). A change in
control is generally defined under the agreements to mean the acquisition of
the power to vote more than 25% of the stock of Bethel or the Company by any
person or group acting in concert. In the event of a change of control, Mr.
Delamater is entitled to receive his compensation payments for the remainder
of his employment term if they are greater than the above amount and he is
entitled to receive upon his termination a lump sum or periodic payments
equal to his salary during the last year of employment if Bethel decides not
to automatically extend his employment term. The Tax Reform Act of 1984
provides that certain payments in excess of 2.99 times an employee's base
amount made to the employee as a result of a change in control of the
employer constitute "excess parachute payments". Bethel believes that any
payments of more than 2.99 times Mr. Delamater's annual salary upon a breach
of his employment agreement with Bethel (including a breach in connection
with a change in control) would not be classified as excess parachute
payments since such payments would not be specifically dependent upon a
change in control of Bethel taking place. In the event such payments were
characterized as excess parachute payments, Bethel would be unable to deduct
amounts paid in excess of 2.99 times Mr. Delamater's base amount and Mr.
Delamater would be subject to a 20% excise tax on the excess payments
received.
Stock Option Plans. 1987 Stock Option Plan. On March 20, 1987, the
Board of Directors of the Company adopted the Bethel Bancorp 1987 Stock
Option Plan (the "1987 Option Plan") as a performance incentive for
directors, officers and other employees of the Company and its subsidiaries.
The 1987 Option Plan became effective upon consummation of the conversion of
Bethel from mutual to stock form (the "Conversion"), subject to the approval
of the stockholders of the Company within 12 months after its adoption by
the Board of Directors. The Company's shareholders ratified the Option Plan
at the 1988 Annual Meeting held on August 17, 1988.
The 1987 Option Plan is administered by an option committee of at
least three non-employee directors appointed by the Board of Directors of
the Company. The Board's Personnel and Compensation Committee functions as
such committee. The Committee recommends to the Board of Directors the
persons to whom options will be granted, the number of shares, the types of
options and other terms and conditions of the options. The 1987 Option Plan
does not specify criteria to be used in determining the number of options to
be issued and, thus, the number of options granted is in the discretion of
the Committee.
Both "incentive stock options" and "non-qualified stock options" may
be granted pursuant to the 1987 Option Plan. The Company intends that the
"incentive stock options" granted under the 1987 Option Plan will qualify
under Section 422A of the Internal Revenue Code. A total of 33,000 shares
of common stock of the Company were initially reserved for issuance pursuant
to incentive stock options granted under the 1987 Option Plan and 12,000
shares of common stock of the Company were initially reserved for issuance
pursuant to nonqualified stock options granted under the 1987 Option Plan.
Under the 1987 Option Plan, incentive stock options may only be
granted to employees of the Company and its subsidiaries. The market value
of shares covered by incentive stock options (determined as of the date of
grant) first exercisable under incentive stock options is limited to
$100,000 per calendar year. An optionee will not be deemed to receive
taxable income upon grant or exercise of an incentive stock option. Any
gain realized at the time of sale of shares acquired upon exercise of an
incentive stock option will constitute long-term capital gain to the
optionee if the optionee holds the stock for the longer of two years from
the date the option was granted or one year after the option was exercised.
If the optionee holds the stock for a shorter time, all gain upon
disposition of the stock is ordinary income. No gain or loss will be
recognized by the Company as a result of the grant or exercise of incentive
stock options.
In the case of nonqualified stock options, which may be granted to
employees and non-employee directors, an optionee will be deemed to receive
taxable income at ordinary income rates upon exercise of a nonqualified
stock option in an amount equal to the difference between the exercise price
and the fair market value of the common stock on the date of exercise. The
amount of such taxable income will be a tax deductible expense to the
Company.
All options granted under the 1987 Option Plan will be required to
have an exercise price per share equal to at least the fair market value of
a share of common stock on the date the option is granted. No option
granted will be exercisable (i) more than three months after the date on
which the optionee ceases to perform services for the Company (except that
in the event of disability, options may be exercisable for up to one year
thereafter), or (ii) 10 years after the option is granted in the case of
incentive stock options. Payment for shares purchased pursuant to an option
may be made in cash or check or, if the option agreement permits, by
delivery and assignment to the Company of shares of common stock of the
Company, including shares which may be obtained upon exercise of the option,
having a fair market value equal to the aggregate exercise price, or by any
combination of the foregoing.
Under the 1987 Option Plan, the option committee is empowered to issue
options pursuant to the Plan at such times as it determines appropriate.
Options for 40,100 shares were issued prior to the Conversion at an exercise
price of $10.00 per share and options for 2,400 shares were issued in 1990
at an exercise price of $11.38 per share. To date, options for 1,200 shares
have expired and have been reissued and options to acquire 16,000 shares
have been exercised under the 1987 Stock Option Plan.
1989 Stock Option Plan. On June 28, 1989, the Board of Directors of
the Company adopted the Bethel Bancorp 1989 Stock Option Plan (the "1989
Option Plan") as a performance incentive for the directors, officers and
other employees of the Company and its subsidiaries. The 1989 Option Plan
became effective upon ratification by the Company's shareholders at the 1989
Annual Meeting held on August 16, 1989.
The 1989 Option Plan is essentially identical to the 1987 Option Plan
and is administered by the Personnel and Compensation Committee of the Board
of Directors of the Company. A total of 33,000 shares of common stock of
the Company were reserved for issuance pursuant to incentive stock options
granted under the 1989 Option Plan and 12,000 shares of common stock of the
Company were reserved for issuance pursuant to nonqualified stock options
granted under the 1989 Option Plan. Options for 10,900 shares were granted
under the 1989 Stock Option Plan in 1990 at an average price of $11.38 per
share. Options for 10,000 shares were granted under the 1989 Option Plan in
1991 at a price of $10.75 per share. To date, 2,400 shares have been
exercised under the 1989 Option Plan. Options for 12,500 shares were
granted under the 1989 Option Plan during fiscal 1995 at an exercise price
of $22.50. Options for 4,000 shares have expired during fiscal 1995 and are
available for reissuance under the 1989 Option Plan.
1992 Stock Option Plan. On September 2, 1992, the Board of Directors
of the Company adopted the Bethel Bancorp 1992 Stock Option Plan (the "1992
Option Plan") as a performance incentive for the directors, officers and
other employees of the Company and its subsidiaries. The 1992 Option Plan
became effective upon ratification by the Company's shareholders at the 1992
Annual Meeting held on October 14, 1992.
The 1992 Option Plan is essentially identical to the 1989 Stock Option
Plan and is administered by the Personnel and Compensation Committee of the
Board of Directors of the Company. A total of 52,000 shares of common stock
of the Company were reserved for issuance pursuant to incentive stock
options granted under the 1992 Option Plan and 6,000 shares of common stock
of the Company were reserved for issuance pursuant to nonqualified stock
options granted under the 1992 Option Plan. Options for 10,000 shares were
granted in fiscal 1995 under the 1992 Option Plan at an exercise price of
$22.50 per share. To date, none of such options has been exercised.
The following table sets forth certain information with respect to
stock options granted during fiscal 1995 to Messrs. Delamater and Cannan.
The Company has not granted stock appreciation rights ("SARs") to any
executive officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Securities % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Employees Base Price
Name Granted(#) in Fiscal Year ($/sh) Expiration Date
---- -------------------- -------------------- ----------- ---------------
James D. Delamater 2,000 8.9% 22.50 8/31/2004
A. William Cannan 10,000 44.4% 22.50 8/31/2004
The following table sets forth certain information with respect to
outstanding stock options held by Messrs. Delamater and Cannan.
FY-End Option/SAR Values
Number of
Securities Underlying Value of Unexercised
Unexercised Options/SARs in-the-money Options/SARs
Shares at Fiscal Year-End(#) at Fiscal Year-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
---- ----------- ----------- ------------------------ -------------------------
James D. Delamater 0 0 23,000/0 227,975/0
A. William Cannan 0 0 10,000/0 0/0
1994 Employee Stock Purchase Plan. On August 31, 1994, the Board of
Directors of the Company adopted the Bethel Bancorp 1994 Employee Stock
Purchase Plan (the "1994 Stock Purchase Plan"), covering a maximum of 52,000
common shares. The 1994 Stock Purchase Plan was approved by the
shareholders of the Company at the 1994 Annual Meeting held on October 19,
1994.
The 1994 Stock Purchase Plan is administered by the Board's Personnel
and Compensation Committee and provides for twenty quarterly offerings of
common stock to employees. Participating employees will purchase shares
with accumulated payroll deductions. Each employee of the Company or its
subsidiaries who is age 21 and who has completed one year of service, with
1,000 hours of service, is eligible to participate in the 1994 Stock
Purchase Plan, except for certain employees with substantial stock interests
in the Company, taking into account rights to purchase stock accruing under
the 1994 Stock Purchase Plan. The purchase price of a share of common stock
sold pursuant to each quarterly offering will be not less than the fair
market value per share on the date of exercise. The Board of Directors of
the Company may change the option price for any offering to a percentage of
fair market value not more than 100% and not less than 85%.
The 1994 Stock Purchase Plan terminates five years from the
commencement of the plan, unless sooner discontinued or terminated.
401(k) Savings and Retirement Plan. The Company maintains a 401(k)
profit-sharing plan. The Bethel Bancorp 401(k) Savings and Retirement Plan,
as amended, provides that the Company shall make a contribution in each plan
year in an amount to be determined by the Company, not in excess of the
Company's net profits for that year. The Company's contribution is
allocated among eligible employees in proportion to each eligible employee's
salary for such plan year. Any employee who has completed one year of
service and has attained the age of 21 is considered an eligible employee
under the plan. Under the plan, the Company also makes matching
contributions on behalf of employees who elect to participate in the plan by
contributing a portion of their compensation to the plan. For the year
ended June 30, 1995, the Company's profit sharing plan expense was $76,027.
Transactions with Management
Certain of the directors and executive officers of the Company and the
directors and executive officers of the Company are at present, as in the
past, customers of Brunswick Federal and/or Bethel Savings (the "Banks") and
have transactions with the Banks in the ordinary course of business. In
addition, certain of such persons are at present also owners or officers of
corporations and business trusts, or are members of partnerships, which are
customers of the Banks and which have transactions, including loans, with
the Banks in the ordinary course of business. Such loans are on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with others and do
not involve more than the normal risk of collectibility or present other
unfavorable features. The aggregate amount of such loans was $2,564,230 at
June 30, 1995. The Banks expect, in the future, to have banking
transactions in the ordinary course of business with the Company's executive
officers and directors, and their associates, on substantially the same
terms, including interest rates and collateral on loans, as those prevailing
at the same time for comparable transactions with unaffiliated persons.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers and
directors are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms filed with the
Commission since June 30, 1994 and furnished to the Company and written
representations that no additional forms were required, the Company believes
that all of its officers and directors complied with all Section 16(a)
filing requirements applicable to them, except that Mr. Kendall filed late
three Forms, reporting three transactions in the Company's shares, each of
Messrs. Delamater and Jackson filed late one Form with respect to one
transaction in the Company's shares, each of the R. Kendall Trust and the M.
Kendall Trust, of which Mr. Kendall is a trustee and/or beneficiary, filed
late one Form with respect to one transaction in the Company's shares, each
of Messrs. Cannan, R. Wyman, Korsiak and Jackson filed late one Form with
respect to their election as officers of the Company or its subsidiary and
each of the R. Kendall Trust and the M. Kendall Trust filed late one Form
with respect to its initial acquisition of shares.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Baker, Newman & Noyes, Limited
Liability Company ("Baker, Newman & Noyes"), independent certified public
accountants, as the auditors for the Company and the Banks for the current
fiscal year ending June 30, 1996. At the meeting, the shareholders will
vote upon a proposal to ratify the selection of the firm as auditors. In
the event shareholders holding a majority of the common stock represented at
the meeting fail to ratify the selection of Baker, Newman & Noyes as
auditors, the Board of Directors will reevaluate its selection and may
choose another firm to serve as auditors for fiscal year 1996.
It is expected that a representative of Baker, Newman & Noyes will be
present at the meeting to respond to appropriate questions relating to the
audit for the fiscal year ended June 30, 1995 or to the Company's financial
statements. The firm's representative will have the opportunity to make a
statement if he or she desires to do so.
KPMG Peat Marwick LLP was previously the principal accountants for the
Company. On February 6, 1995, that firm's appointment as principal
accountants was terminated and Baker, Newman & Noyes, Limited Liability
Company was engaged as principal accountants. The decision to change
accountants has been approved by the Board of Directors on February 6, 1995.
In connection with the audits of the two fiscal years ended June 30,
1994 and the subsequent interim period through February 6, 1995, there were
no disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to
the subject matter of the disagreement.
The audit reports of KPMG Peat Marwick LLP on the consolidated
financial statements of the Company as of and for the years ended June 30,
1994 and 1993 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
SELECTION OF BAKER, NEWMAN & NOYES AS AUDITORS.
SHAREHOLDER PROPOSALS
To be included in the Proxy Statement for the next annual meeting,
shareholder proposals must be received by May 21, 1996.
The Company's Articles of Incorporation require shareholders to comply
with certain provisions in nominating persons for election to the Board of
Directors. In general, advance notice of a proposed nomination is required
to be received by the Secretary of the Company not less than 30 days nor
more than 60 days prior to any meeting of the shareholders. The Articles
contain certain other procedures which must be followed in making such
nominations.
OTHER MATTERS
Management knows of no other matters to be brought before the meeting.
However, should any other matter requiring a vote of the shareholders
properly come before the meeting, the persons named in the enclosed proxy
intend to vote the proxy in accordance with their best judgment,
discretionary authority to do so being included in the proxy.
By Order of the Board of Directors
and President
Ariel Rose Gill
Clerk
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, IS AVAILABLE WITHOUT CHARGE TO ANY SHAREHOLDER UPON
WRITTEN REQUEST TO ARIEL ROSE GILL, SECRETARY, BETHEL BANCORP, 489 CONGRESS
STREET, SUITE 200, PORTLAND, MAINE 04101. COPIES OF THE EXHIBITS TO THE
REPORT, WHICH ARE VOLUMINOUS, WILL BE FURNISHED UPON THE PAYMENT OF A
REASONABLE FEE TO OFFSET THE COST OF REPRODUCTION AND MAILING.
PROXY This proxy is solicited by the Board of Directors PROXY
of
BETHEL BANCORP
Proxy for Annual Meeting of Shareholders--October 18, 1995
The undersigned hereby appoints Ariel Rose Gill, Frank Talarico and
Sterling G. Williams, and each of them severally, proxies of undersigned,
with full power of substitution, to vote all the shares of voting capital
stock of Bethel Bancorp (the "Company") that the undersigned is entitled to
vote, at the Annual Meeting of shareholders of the Company to be held on
October 18, 1995, and at any adjournments thereof.
The Board of Directors recommends a vote FOR proposals 1 and 2.
1. Election of Directors.
The nominees of the Board of Directors are as follows:
Nominees to Serve until 1998
John B. Bouchard Judith W. Hayes Stephen W. Wight Denis A. Wilson
[ ] FOR all the nominees [ ] AGAINST all the nominees
listed above listed above
[ ] FOR election of Directors, except vote withheld from the following
nominees:_________________________________________________________
2. Proposal to ratify the appointment of Baker, Newman & Noyes, Limited
Liability Company as auditors for fiscal year 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy will be voted as directed herein. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Discretionary authority is hereby conferred upon the proxies with respect
to such other matters as may legally come before the meeting. The
undersigned hereby revokes any proxy heretofore given by the undersigned to
vote at the Annual Meeting or any adjournment thereof.
Please check if you plan to attend
the meeting [ ].
Dated:__________________________, 1995
______________________________________
_______________________________________
Signature(s)
Please sign here personally. If the
stock is registered in more than one
name, each joint owner or fiduciary
should sign personally. Only authorized
officers should sign for a corporation.
