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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1995
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Commission File No. 0-14874
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
STATE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
New York 11-2846511
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
699 Hillside Avenue
New Hyde Park, N.Y. 11040
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code (516) 437-1000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($5.00 par value)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes X No
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As of March 15, 1996, there were 4,222,128 shares of common stock outstanding
and the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $60,165,000 based upon the last trade per share
known to Management.
STATE BANCORP, INC.
FORM 10-K
INDEX
PART I Page
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Item 1. Business
General 1.
Statistical Information 4.
Item 2. Properties 4.
Item 3. Legal Proceedings 5.
Item 4. Submission of Matters to a Vote of Stockholders 5.
PART II
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Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters 6.
Item 6. Selected Consolidated Financial Data 6.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7.
Item 8. Consolidated Financial Statements and
Supplementary Data 7.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8.
PART III
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Item 10. Directors and Executive Officers of the
Registrant 8.
Item 11. Executive Compensation 8.
Item 12. Security Ownership of Certain Beneficial
Owners and Management 9.
Item 13. Certain Relationships and Related Transactions 9.
PART IV
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Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 9.
Signatures 13.
Exhibits
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder are the documents incorporated by reference and the parts of
the Form 10-K into which such documents are incorporated:
(1) The Annual Report to Stockholders for the year ended December 31,
1995. Referenced in Parts I and II of the December 31, 1995 Annual
Report on Form 10-K, Items 1, 5, 6, 7 and 8.
(2) The 1996 Proxy Statement, dated March 29, 1996. Referenced in Part
III of the December 31, 1995 Annual Report on Form 10-K, Items 10, 11,
12 and 13.
PART I
ITEM 1. BUSINESS
GENERAL
State Bancorp, Inc. (the "Company") was incorporated under the laws of the State
of New York on November 18, 1985. The acquisition by the Company of 100% of the
outstanding shares of State Bank of Long Island (the "Bank"), on a share for
share basis, was consummated as of the close of business on June 24, 1986.
The Company has no other subsidiaries and does not engage in any activities
other than acting as holding company for the common stock of the Bank. The
business of the Company is conducted through the Bank, which continues to
conduct its business in the same manner and from the same offices as it had done
before the effective date of the reorganization. The Bank, therefore, accounts
for all of the consolidated assets and revenues of the Company.
The Company is subject to supervision and regulation by the Board of Governors
of the Federal Reserve System ("Federal Reserve Board") pursuant to the Bank
Holding Company Act of 1956, as amended. The Bank is subject to periodic
examination and regulation by the State of New York Banking Department and the
Federal Deposit Insurance Corporation.
The Bank was organized in 1966 and is the only independent commercial bank
headquartered in New Hyde Park. It provides general banking services to
residents and businesses located substantially in the eastern end of Queens
County, Nassau County and the western end of Suffolk County. It offers a full
range of deposit products including checking, fixed and variable rate savings,
time, money market and IRA and Keogh accounts. Credit services offered include
commercial mortgages, commercial and installment loans, home equity lines of
credit, residential mortgages and auto loans. In addition, the Bank provides
merchant credit card services, access to annuity products and offers a consumer
debit card with membership in a national ATM network. The Bank currently has
ATMs at five of its eight branch locations. The Bank also offers its retail
customers the ability to verify their account balances, affect transfers between
accounts and access current deposit and loan rates through an automated
telephone voice response system.
There is strong competition in the area serviced by the Bank from branches of
several savings banks and savings and loan associations, as well as branches of
the major New York City banks. Of these, the Bank
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is considerably smaller in size than virtually all of its commercial
competitors, and approximates the size of only one or two of its thrift
competitors. Nonetheless, the Bank has demonstrated the ability to compete
profitably with larger financial institutions.
The Bank's business is not of a seasonal nature nor does it depend on one or a
few large customers for its existence. The Bank does not have any foreign
commitments, with the exception of letters of credit issued on behalf of several
of its depositors. The Bank's nature and conduct of business have remained
unchanged since year end 1994.
In 1979, the Bank established the New Hyde Park Leasing Corporation to lease
various types of commercial equipment. During 1994, the Bank established SB ORE
Corp. to hold foreclosed property acquired in connection with extensions of
credit. Total operating income and income before income taxes of these
subsidiaries are less than ten percent of the respective amounts for the
consolidated entity.
Compliance with provisions regulating environmental controls will have no effect
upon the capital expenditures, earnings or competitive position of the Company.
The Company employed 174 full-time and part-time officers and employees as of
December 31, 1995.
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STATISTICAL INFORMATION
Statistical information is furnished pursuant to the requirements of Guide 3
(Statistical Disclosure by Bank Holding Companies) promulgated under the
Securities Act of 1933.
Incorporated by reference is the Company's 1995 Annual Report to stockholders.
The Company's statistical information may be found on pages 30 - 34.
ITEM 2. PROPERTIES
The main office of the Company is located at the Bank's main branch at 699
Hillside Avenue, New Hyde Park, N.Y. The lease on the land used by the Bank
expires on March 27, 2009 and contains an option to renew for an additional ten-
year period.
The Bank's lending division is located at the Triad office complex, 1981 Marcus
Avenue, Lake Success, N.Y. This lease expires on March 31, 1997 and contains an
option to renew for an additional five-year period. The Bank's Regional
Financial Centers are located at the Jericho Atrium, 500 North Broadway,
Jericho, N.Y. and at 2 Lincoln Avenue, Rockville Centre, N.Y. The Jericho lease
expires on May 31, 1997 and the Rockville Centre lease expires on October 31,
1997.
The Bank operates full service branches at 501 North Broadway, Jericho, N.Y.;
580 East Jericho Turnpike, Huntington, N.Y.; 740 Veterans Memorial Highway,
Hauppauge, N.Y.; 339 Nassau Boulevard, Garden City South, N.Y.
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and 135 South Street, Oyster Bay, N.Y. The Jericho lease expires on October 31,
2011 and contains a twelve-year renewal option. The Huntington lease expires on
December 31, 1999 and has two five-year renewal options. The Bank's operations
center is also located in the Huntington facility. The Hauppauge lease expires
June 30, 2005 and contains two ten-year renewal options. The Garden City South
and Oyster Bay facilities are owned by the Company.
The fixtures and equipment contained in these operating facilities are owned or
leased by the Bank. The Company considers that all of its premises, fixtures
and equipment are adequate for the conduct of its business.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor the Bank is a party to any pending legal proceedings,
other than ordinary, routine litigation incidental to the banking business. In
the opinion of management, liabilities, if any, resulting from these matters
would not have a material adverse effect on the consolidated financial
statements of the Company or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
There were no matters submitted to a vote of stockholders during the quarter
ended December 31, 1995.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
(a) Incorporated herein by reference is the Company's 1995 Annual Report
to Stockholders. The Company's common stock market data for the past
three years may be found on page 35 thereof, below the Selected
Quarterly Financial Data.
(b) At December 31, 1995, the approximate number of equity stockholders
were as follows:
(1) (2)
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 1,207
(c) Annual cash dividends of 57, 29, and 26 cents per share, restated to
give retroactive effect to stock dividends, were paid in 1995, 1994,
and 1993, respectively. Annual stock dividends of 10% were paid in
1995, 1994 and 1993. It is the Company's expectation that dividends
will continue to be paid in the future.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(a) Incorporated herein by reference is the Company's 1995 Annual Report
to Stockholders. The Company's five year summary of operations may be
found on page 36.
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(b) Additional years are not considered necessary to keep the
above referenced summary from being misleading.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Incorporated herein by reference is the Company's 1995 Annual Report
to Stockholders. Management's Discussion and Analysis of Financial
Condition and Results of Operations may be found on pages 24 - 29.
(b) There are no known trends or any known demands, commitments, events or
uncertainties which will result in, or which are reasonably likely to
result in, the Company's liquidity increasing, or decreasing, in any
material way.
(c) As of December 31, 1995, the Company had no material
commitments for capital expenditures.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference is the Company's 1995 Annual Report to
Stockholders. The Company's audited Consolidated Balance Sheets as of the close
of the last two years may be found on page 6. Reference again is made to State
Bancorp, Inc.'s 1995 Annual Report to Stockholders for the Company's audited
Statements of Consolidated Earnings, Cash Flows and Stockholders' Equity for
each of the three years in the period ended December 31, 1995. These items may
be found on pages 8 - 10.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Incorporated herein by reference is the Company's 1996 Proxy
Statement, dated March 29, 1996. The identification of the directors
of the Company may be found on pages 10 - 12.
(b) Incorporated herein by reference is the Company's 1996 Proxy
Statement, dated March 29, 1996. The identification of the executive
officers of the Company may be found under "Principal Officers" on
page 2.
There exists no family relationships between any director or executive
officer.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the Company's 1996 Proxy Statement, dated
March 29, 1996. Management remuneration may be found on page 3.
- 8 -
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated herein by reference is the Company's 1996 Proxy Statement, dated
March 29, 1996. Security ownership of certain beneficial owners and management
may be found on page 14.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 1996 Proxy Statement, dated
March 29, 1996. Certain relationships and related transactions may be found on
page 10.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS
Included in the 1995 Annual Report to Stockholders of State Bancorp, Inc.
and enclosed herewith, are the following financial statements and notes
thereon:
- Consolidated Balance Sheets as of December 31, 1995 and 1994.
- Consolidated Statements of Condition of State Bank of Long Island as of
December 31, 1995 and 1994.
- Statements of Consolidated Earnings for the years ended December 31,
1995, 1994 and 1993.
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- Statements of Consolidated Cash Flows for the years ended December 31,
1995, 1994 and 1993.
- Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994 and 1993.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- Summary of Significant Accounting and Reporting Policies (1)
- Securities Held to Maturity and Securities Available for Sale (2)
- Loans - Net (3)
- Allowance for Possible Credit Losses (4)
- Bank Premises and Equipment - Net (5)
- Other Assets (6)
- Lines of Credit (7)
- Income Taxes (8)
- Stockholders' Equity (9)
- Employee Benefit Plans (10)
- Commitments and Contingent Liabilities (11)
- State Bancorp, Inc. (Parent Company Only) (12)
- Financial Instruments with Off-Balance Sheet Risk (13)
- Disclosures about Fair Value of Financial Instruments (14)
- Regulatory Matters (15)
INDEPENDENT AUDITORS' REPORT
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Schedules are omitted because they are not applicable or because required
information is shown in the consolidated financial statements or the notes
thereto.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
(c) Exhibits
EXHIBIT ITEM METHOD OF FILING
- ------- ---- ----------------
NO.
- ---
(3) Articles of incorporation Incorporated by reference from
and by-laws exhibit B to the Company's
a) Articles of Registration Statement on Form S-4,
incorporation file No. 33-2958, Filed February 3, 1986.
b) By-laws, as amended Incorporated by reference from
exhibit 3b to the Company's
December 31, 1990 Form 10-K.
(4) Instruments defining the Pages 22-28 of the above referenced
rights of security holders Registration Statement.
(10) Material contracts
a) Deferred compensation Incorporated by reference from
plan exhibit 10b to the Company's
December 31, 1986 Form 10-K.
b) (i) Directors' Incorporated by reference from
incentive retirement exhibit 10c to the Company's
plan December 31, 1986 Form 10-K.
b) (ii) Agreements of Incorporated by reference from
participants exhibit 10b (ii) to the Company's
surrendering their December 31, 1992 Form 10-K.
rights under the
directors' incentive
retirement plan.
b) (iii) Agreements of Filed herein.
participants
modifying agreements
described in item b)
(ii)
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c) 1987 incentive stock Incorporated by reference from
option plan, as exhibit 10c to the Company's
amended December 31, 1991 Form 10-K.
d) 1994 incentive stock Incorporated by reference from
option plan exhibit 10d to the Company's
December 31, 1993 Form 10-K.
e) (i) Executive Incorporated by reference from
severance plan no.1 exhibit 10f to the Company's
December 31, 1987 Form 10-K.
e) (ii) Executive Incorporated by reference from
severance plan no.2 exhibit 10d to the Company's
December 31, 1990 Form 10-K.
e) (iii) Executive Filed herein
severance plan no.3
e) (iv) Executive Filed herein
severance plan no.4
e) (v) Executive Filed herein
severance plan no.5
f) State Bank of Long Incorporated by reference from
Island 401k exhibit 10g to the Company's
retirement plan and December 31, 1987 Form 10-K.
trust
g) State Bancorp, Inc. Incorporated by reference from
employee stock exhibit 10g to the Company's
ownership plan December 31, 1987 Form 10-K.
h) Deferred compensation Filed herein
agreement
(13) Annual report to Filed herein
stockholders
(24) Independent Auditors' Filed herein
Consent
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SIGNATURES
Pursuant to the requirements of Section 13 or 15d of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned,
STATE BANCORP, INC.
By: s/Thomas F. Goldrick, Jr., Chairman & Pres.
-------------------------------------------
Thomas F. Goldrick, Jr., Chairman & Pres.
Date: March 26, 1996
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
on the dates indicated.
Signature
s/Thomas F. Goldrick, Jr. Chairman of the Board and President 3/26/96
- ------------------------- (Principal Executive Officer) -------
Thomas F. Goldrick, Jr.
s/Daniel T. Rowe Secretary 3/26/96
- ------------------------- (Principal Financial Officer) -------
Daniel T. Rowe
s/Brian K. Finneran Comptroller 3/26/96
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Brian K. Finneran
s/Gary Holman Vice Chairman of the Board 3/26/96
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Gary Holman
s/Robert J. Grady Director 3/26/96
- ------------------------- -------
Robert J. Grady
s/Carl R. Bruno Director 3/26/96
- ------------------------- -------
Carl R. Bruno
s/J. Robert Blumenthal Director 3/26/96
- ------------------------- -------
J. Robert Blumenthal
s/Richard W. Merzbacher Director 3/26/96
- ------------------------- -------
Richard W. Merzbacher
s/Joseph F. Munson Director 3/26/96
- ------------------------- -------
Joseph F. Munson
s/John F. Picciano Director 3/26/96
- ------------------------- -------
John F. Picciano
s/Raymond M. Piacentini Director 3/26/96
- ------------------------- -------
Raymond M. Piacentini
Director -------
- -------------------------
Suzanne Rueck
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