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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, 1997
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 |_|
As of March 20, 1998, there were 6,233,421 shares of common stock outstanding
and the aggregate market value of common stock of State Bancorp, Inc. held by
nonaffiliates was approximately $148,044,000 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
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,
1997. Referenced in Parts I and II of the December 31, 1997 Annual
Report on Form 10-K, Items 1, 5, 6, 7 and 8.
(2) The 1998 Proxy Statement, dated March 27, 1998. Referenced in Part
III of the December 31, 1997 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 1997 Annual Report to
Stockholders. A discussion on the organization and nature of operations may be
found on page 13.
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 nine 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. 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.
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
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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 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 188 full-time and part-time officers and employees as of
December 31, 1997.
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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 1997 Annual Report to stockholders.
The Company's statistical information may be found on pages 42 - 50.
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. The Bank also maintains a Regional Financial
Center at 2 Lincoln Avenue, Rockville Centre, N.Y. The Rockville Centre lease
expires on May 31, 2000.
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., 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 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 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
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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, 1997.
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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 1997 Annual Report
to Stockholders. The Company's common stock market data for the past
three years may be found on page 50 thereof.
(b) At December 31, 1997, the approximate number of equity stockholders
were as follows:
(1) (2)
Title of Class Number of Record Holders
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Common Stock 1,300
(c) Annual cash dividends of 44, 37, and 43 cents per share, restated to
give retroactive effect to stock splits and dividends, were paid in
1997, 1996, and 1995, respectively. The Company declared a six for
five stock split in 1997 and annual stock dividends of 8% and 10%
were paid in 1996 and 1995, respectively. 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 1997 Annual Report
to Stockholders. The Company's five year summary of operations may
be found on page 51.
(b) Additional years are not considered necessary to keep the above
referenced summary from being misleading.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(a) Incorporated herein by reference is the Company's 1997 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, 1997, 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 1997 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 9. Reference again is made to State
Bancorp, Inc.'s 1997 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, 1997. These items may
be found on pages 10 - 12.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Incorporated herein by reference is the Company's 1998 Proxy
Statement, dated March 27, 1998. The identification of the directors
of the Company may be found on pages 11 - 12.
(b) Incorporated herein by reference is the Company's 1998 Proxy
Statement, dated March 27, 1998. 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 1998 Proxy Statement, dated
March 27, 1998. Management remuneration may be found on page 3.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the Company's 1998 Proxy Statement, dated
March 27, 1998. Security ownership of certain beneficial owners and management
may be found on pages 13 - 14.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the Company's 1998 Proxy Statement, dated
March 27, 1998. 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 1997 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, 1997 and 1996.
- Statements of Consolidated Earnings for the years ended December 31,
1997, 1996 and 1995.
- Statements of Consolidated Cash Flows for the years ended December
31, 1997, 1996 and 1995.
- Statements of Consolidated Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995.
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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 (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.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
(c) Exhibits
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Exhibit
No. Item Method of Filing
- ------- ---- ----------------
(3) Articles of incorporation Incorporated by reference from exhibit B to
and By-Laws the Company's Registration Statement on Form
a) Articles of S-4, file No. 33-2958, Filed February 3,
incorporation 1986.
b) By-Laws, as amended Filed herein.
(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 10b
plan to the Company's December 31, 1986 Form
10-K.
b) (i) Directors' Incorporated by reference from exhibit 10c
incentive retirement to the Company's December 31, 1986 Form
plan 10-K.
b) (ii) Agreements of Incorporated by reference from exhibit 10b
participants (ii) to the Company's December 31, 1992 Form
surrendering their 10-K.
rights under the
directors' incentive
retirement plan.
b) (iii) Agreements of Incorporated by reference from exhibit 10b
participants modifying (iii) to the Company's December 31, 1995
agreements described in Form 10-K.
item b) (ii)
c) 1987 incentive stock Incorporated by reference from exhibit 10c
option plan, as amended to the Company's December 31, 1991 Form
10-K.
d) 1994 incentive stock Incorporated by reference from exhibit 10d
option plan to the Company's December 31, 1993 Form
10-K.
e) (i) Change of control Filed herein.
agreement no. 1
e) (ii) Change of control Filed herein.
agreement no. 2
e) (iii) Change of control Filed herein.
agreement no. 3
e) (iv) Change of control Filed herein.
agreement no. 4
e) (v) Change of control Filed herein.
agreement no. 5
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f) State Bank of Long Incorporated by reference from exhibit 10g
Island 401k retirement to the Company's December 31, 1987 Form
plan and trust 10-K.
g) State Bancorp, Inc. Incorporated by reference from exhibit 10g
employee stock to the Company's December 31, 1987 Form
ownership plan 10-K.
h) Deferred compensation Incorporated by reference from exhibit 10h
agreement to the Company's December 31, 1995 Form
10-K.
(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
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Thomas F. Goldrick, Jr., Chairman
Date: March 24, 1998
-------------------------------------
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
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s/Thomas F. Goldrick, Jr. Chairman of the Board 3/24/98
- ---------------------------- (Principal Executive Officer)
Thomas F. Goldrick, Jr.
s/Daniel T. Rowe President 3/24/98
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Daniel T. Rowe
s/Richard W. Merzbacher Vice Chairman 3/24/98
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Richard W. Merzbacher
s/Brian K. Finneran Secretary 3/24/98
- ---------------------------- (Principal Financial Officer)
Brian K. Finneran
s/Gary Holman Vice Chairman of the Board 3/24/98
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Gary Holman
s/J. Robert Blumenthal Director 3/24/98
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J. Robert Blumenthal
s/Carl R. Bruno Director 3/24/98
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Carl R. Bruno
s/Arthur Dulik, Jr. Director 3/24/98
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Arthur Dulik, Jr.
s/Robert J. Grady Director 3/24/98
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Robert J. Grady
s/Joseph F. Munson Director 3/24/98
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Joseph F. Munson
s/Raymond M. Piacentini Director 3/24/98
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Raymond M. Piacentini
s/John F. Picciano Director 3/24/98
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John F. Picciano
s/Suzanne H. Rueck Director 3/24/98
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Suzanne Rueck
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