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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, 1999
Commission File No. 0-14874
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
STATE BANCORP, INC.
-------------------
(Exact name of registrant as specified in its charter)
New York 11-2846511
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 Hillside Avenue
New Hyde Park, N.Y. 11040
- ------------------- -----
(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)
(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 |_|
As of March 20, 2000, there were 6,980,088 shares of common stock outstanding
and the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $90,305,000 based upon the last trade per share
known to Management.
STATE BANCORP, INC.
Form 10-K
INDEX
PART I Page
----
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
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 7.
PART III
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
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,
1999. Referenced in Parts I and II of the December 31, 1999 Annual
Report on Form 10-K, Items 1, 5, 6, 7 and 8.
(2) The 2000 Proxy Statement, dated March 17, 2000. Referenced in Part
III of the December 31, 1999 Annual Report on Form 10-K, Items 10,
11, 12 and 13.
PART I
ITEM 1. BUSINESS
General
Incorporated herein by reference is the Company's 1999 Annual Report to
Stockholders. A discussion on the organization and nature of operations may be
found on page 18.
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 as it had done before the effective date
of the reorganization, except for additional offices established subsequently.
The Bank, therefore, accounts for all of the consolidated assets and revenues of
the Company.
1
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, letters of credit and auto loans. In addition,
the Bank provides merchant credit card services, access to annuity products and
mutual funds, a consumer debit card with membership in a national ATM network
and, through an alliance with U.S. Trust Company, the Bank also offers its
customers access to financial planning and wealth management services. The Bank
currently has ATMs at five of its nine branch locations. The Bank also offers
its retail customers the ability to verify their account balances, effect
transfers between accounts and access current deposit and loan rates through an
automated telephone voice response system. Commercial customers can also access
this same system or they may utilize Business Direct Access (BDA), the Company's
real-time cash management system. Through BDA, business and municipal customers
can perform all of the foregoing transactions as well as initiate wire
transfers, ACH payments and stop payment orders from a personal computer.
2
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 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 1995.
In 1979, the Bank established 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. In
1998, the Bank established SB Portfolio Management Corp. and SB Financial
Services Corp. SB Portfolio Management Corp. manages a portfolio of fixed income
investments for the Bank while SB Financial Services Corp. provides balance
sheet management services such as interest rate risk modeling and
asset/liability management reporting along with general advisory services to the
Bank and each of its subsidiaries. SB Portfolio Management Corp. and SB
Financial Services Corp. are each based in Wilmington, Delaware. SB Portfolio
Corp.'s assets totaled $198,000,000 at December 31, 1999, which represents
approximately 21 percent of the assets 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 219 full-time and part-time officers and employees as of
December 31, 1999.
3
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 1999 Annual Report to stockholders.
The Company's statistical information may be found on pages 42 - 47.
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 Two Jericho Plaza, Jericho, N.Y. This
lease expires on March 31, 2007.
4
The Bank operates full service branches at 501 North Broadway, Jericho, N.Y.; 2
Lincoln Avenue, Rockville Centre, N.Y.; 580 East Jericho Turnpike, Huntington,
N.Y.; 740 Veterans Memorial Highway, Hauppauge, N.Y.; 339 Nassau Boulevard,
Garden City South, N.Y., 135 South Street, Oyster Bay, N.Y., 4250 Veterans
Memorial highway, Holbrook, N.Y. and 27 Smith Street, Farmingdale, N.Y. The
Jericho lease expires on October 31, 2011 and contains a twelve-year renewal
option. The Rockville Centre lease expires on May 31, 2000 and has no renewal
options. The Huntington lease expires on December 31, 2003 and has one five-year
renewal option. The Bank's operations center is also located in the Huntington
facility. The Hauppauge lease expires on June 30, 2005 and contains two ten-year
renewal options. The Holbrook lease expires on October 31, 2002 and contains two
five-year renewal options. The Farmingdale lease also expires on October 31,
2002 and it has three five-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, 1999.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) Incorporated herein by reference is the Company's 1999 Annual Report
to Stockholders. The Company's common stock market data for the past
three years may be found on page 48 thereof.
(b) At December 31, 1999, the approximate number of equity stockholders
were as follows:
(1) (2)
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 1,300
(c) Annual cash dividends of 50, 49, and 40 cents per share, restated to
give retroactive effect to stock dividends and splits, were paid in
1999, 1998, and 1997, respectively. The Company paid a 6% stock
dividend in 1999, a 5% stock dividend in 1998 and declared a six for
five stock split in 1997. 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 1999 Annual Report
to Stockholders. The Company's selected financial data for the last
five years may be found on page 1.
(b) Additional years are not considered necessary to keep the above
referenced summary from being misleading.
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(a) Incorporated herein by reference is the Company's 1999 Annual Report
to Stockholders. Management's Discussion and Analysis of Financial
Condition and Results of Operations may be found on pages 29 - 41.
(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, 1999, 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 1999 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 14. Reference again is made to State
Bancorp, Inc.'s 1999 Annual Report to Stockholders for the Company's audited
Consolidated Statements of Income, Cash Flows and Stockholders' Equity and
Comprehensive Income (Loss) for each of the three years in the period ended
December 31, 1999. These items may be found on pages 15 - 17.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Incorporated herein by reference is the Company's 2000 Proxy
Statement, dated March 17, 2000. The identification of the directors
of the Company may be found on pages 13 and 14.
(b) Incorporated herein by reference is the Company's 2000 Proxy
Statement, dated March 17, 2000. The identification of the executive
officers of the Company may be found under "Principal Officers" on
page 2.
There exist no family relationships between any director or
executive officer.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the Company's 2000 Proxy Statement, dated
March 17, 2000. Management remuneration may be found on pages 3 and 4.
8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the Company's 2000 Proxy Statement, dated
March 17, 2000. Security ownership of certain beneficial owners and management
may be found on pages 16 and 17.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 2000 Proxy Statement, dated
March 17, 2000. Certain relationships and related transactions may be found on
page 12.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
Included in the 1999 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, 1999 and 1998.
- Consolidated Statements of Income for the years ended December 31,
1999, 1998 and 1997.
- Consolidated Statements of Cash Flows for the years ended December
31, 1999, 1998 and 1997.
- Consolidated Statements of Stockholders' Equity and Comprehensive
Income (Loss)for the years ended December 31, 1999, 1998 and 1997.
9
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)
- Bank Premises and Equipment - Net (4)
- Other Assets (5)
- Lines of Credit and Borrowed Funds (6)
- Income Taxes (7)
- Incentive Stock Option Plans (8)
- Employee Benefit Plans (9)
- Commitments and Contingent Liabilities (10)
- State Bancorp, Inc. (Parent Company Only) (11)
- Financial Instruments with Off-Balance Sheet Risk (12)
- Disclosures About Fair Value of Financial Instruments (13)
- Regulatory Matters (14)
Independent Auditors' Report
Schedules are omitted because they are not applicable or because required
information is shown in the consolidated financial statements or the notes
thereto.
10
(c) Exhibits
Exhibit
No. Item Method of Filing
- --- ---- ----------------
(3) Articles of incorporation
and By-Laws
a) Articles of Incorporated by reference from exhibit
incorporation B to the Company's Registration
Statement on Form S-4, 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, 1997
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 exhibit
plan 10b to the Company's December 31, 1986
Form 10-K.
b) (i) Directors' Incorporated by reference from exhibit
incentive retirement 10c to the Company's December 31, 1986
plan Form 10-K.
b) (ii) Agreements of Incorporated by reference from exhibit
participants 10b (ii) to the Company's December 31,
surrendering their 1992 Form 10-K.
rights under the
directors' incentive
retirement plan.
b) (iii) Agreements of Incorporated by reference from exhibit
participants modifying 10b(iii) to the Company's December 31,
agreements described in 1995 Form 10-K.
item b) (ii)
c) 1987 incentive stock Incorporated by reference from exhibit
option plan, as amended 10c to the Company's December 31,
1991 Form 10-K.
d) 1994 incentive stock Incorporated by reference from exhibit
option plan 10d to the Company's December 31,
1993 Form 10-K.
e) (i) Change of control Incorporated by reference from exhibit
agreement no. 1 10e to the Company's December 31,
1997 Form 10-K.
e) (ii) Change of control Incorporated by reference from exhibit
agreement no. 2 10e to the Company's December 31,
1997 Form 10-K.
e) (iii) Change of control Incorporated by reference from exhibit
agreement no. 3 10e to the Company's December 31,
1997 Form 10-K.
e) (iv) Change of control Incorporated by reference from exhibit
agreement no. 4 10e to the Company's December 31,
1997 Form 10-K.
e) (v) Change of control Incorporated by reference from exhibit
agreement no. 5 10e to the Company's December 31,
1997 Form 10-K.
11
f) State Bank of Long Incorporated by reference from exhibit
Island 401k retirement 10g to the Company's December 31,
plan and trust 1987 Form 10-K.
g) State Bancorp, Inc. Incorporated by reference from exhibit
employee stock 10g to the Company's December 31,
ownership plan 1987 Form 10-K.
h) Deferred compensation Incorporated by reference from exhibit
agreement 10h to the Company's December 31,
1995 Form 10-K.
i) 1999 Incentive Stock Incorporated by reference from exhibit
Option Plan 10i to the Company's December 31,
1998 Form 10-K.
j) 1998 Directors' Stock Filed herein.
Plan
(13) Annual report to Filed herein.
stockholders
(23) Independent Auditors' Filed herein.
Consent
12
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
-----------------------------------
Thomas F. Goldrick, Jr., Chairman
Date: March 28, 2000
-----------------------------------
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 Title Date
- --------- ----- ----
/s/ Thomas F. Goldrick, Jr. Chairman of the Board 3/28/00
- --------------------------- (Principal Executive Officer) -------
Thomas F. Goldrick, Jr.
/s/ Daniel T. Rowe President 3/28/00
- --------------------------- -------
Daniel T. Rowe
/s/ Richard W. Merzbacher Vice Chairman 3/28/00
- --------------------------- -------
Richard W. Merzbacher
/s/ Brian K. Finneran Secretary 3/28/00
- --------------------------- (Principal Financial Officer) -------
Brian K. Finneran
/s/ Gary Holman Vice Chairman of the Board 3/28/00
- --------------------------- -------
Gary Holman
/s/ J. Robert Blumenthal Director 3/28/00
- --------------------------- -------
J. Robert Blumenthal
/s/ Carl R. Bruno Director 3/28/00
- --------------------------- -------
Carl R. Bruno
/s/ Arthur Dulik, Jr. Director 3/28/00
- --------------------------- -------
Arthur Dulik, Jr.
/s/ Joseph F. Munson Director 3/28/00
- --------------------------- -------
Joseph F. Munson
/s/ John F. Picciano Director 3/28/00
- --------------------------- -------
John F. Picciano
/s/ Suzanne H. Rueck Director 3/28/00
- --------------------------- -------
Suzanne Rueck
13