SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14
Ridgestone Financial Services, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
RIDGESTONE FINANCIAL SERVICES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 1999
To the Shareholders of
Ridgestone Financial Services, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Ridgestone Financial Services, Inc. (the "Company") will be held on Tuesday,
April 27, 1999, at 10:00 A.M., local time, at the Westmoor Country Club, 400
South Moorland Road, Brookfield, Wisconsin 53005, for the following purposes:
1. To elect four directors to hold office until the 2002 annual meeting
of shareholders and until their successors are duly elected and qualified.
2. To consider and act upon such other business as may properly come
before the annual meeting or any adjournment or postponement thereof.
The close of business on March 1, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
annual meeting and any adjournment or postponement thereof.
A proxy for the annual meeting and a proxy statement are enclosed herewith.
By Order of the Board of Directors
RIDGESTONE FINANCIAL SERVICES, INC.
/s/Christine V. Lake
Christine V. Lake
Vice President and Secretary
Brookfield, Wisconsin
March 17, 1999
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME
APPEARS THEREON AND RETURN IMMEDIATELY.
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<PAGE>
RIDGESTONE FINANCIAL SERVICES, INC.
13925 West North Avenue
Brookfield, Wisconsin 53005
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 1999
This proxy statement is being furnished to shareholders by the Board of
Directors (the "Board") of Ridgestone Financial Services, Inc. (the "Company"),
beginning on or about March 17, 1999, in connection with a solicitation of
proxies by the Board for use at the Company's annual meeting of shareholders to
be held on Tuesday, April 27, 1999, at 10:00 A.M., local time, at the Westmoor
Country Club, 400 South Moorland Road, Brookfield, Wisconsin 53005, and all
adjournments or postponements thereof (the "Annual Meeting"), for the purposes
set forth in the attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting.
A proxy, in the enclosed form, which is properly executed, returned to
the Company and not revoked will be voted in accordance with the instructions
contained therein. The shares represented by executed but unmarked proxies will
be voted FOR the four persons nominated for election as directors referred to
herein, and on such other business or matters that may properly come before the
Annual Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of directors, the
Board has no knowledge of any matters to be presented for action by the
shareholders at the Annual Meeting.
Only holders of record of the Company's common stock, no par value (the
"Common Stock"), at the close of business on March 1, 1999 are entitled to vote
at the Annual Meeting. On that date, the Company had outstanding and entitled to
vote 876,492 shares of Common Stock, each of which is entitled to one vote per
share.
The Company, which commenced operations in 1995, is the holding company
for Ridgestone Bank (the "Bank").
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<PAGE>
ELECTION OF DIRECTORS
The Company maintains a staggered board of directors. The directors are
divided into three classes consisting of four directors in each class. Each
year, the terms of one class of directors expire. At the Annual Meeting, the
shareholders will elect four directors to serve until the 2002 annual meeting of
shareholders and until their successors are duly elected and qualified. The
Company's other eight directors will continue to serve on the Board until their
respective terms expire as indicated below. The Board's nominees for election as
directors for terms expiring at the 2002 annual meeting are Charles N. Ackley,
Bernard E. Adee, William R. Hayes and John E. Horning. All of the nominees are
currently serving as directors of the Company. Unless shareholders otherwise
specify, the shares represented by the proxies received will be voted in favor
of the election as directors of the four persons named as nominees herein. The
Board has no reason to believe that any of the listed nominees will be unable or
unwilling to serve as a director if elected. However, in the event that any
nominee should be unable to serve or for good cause will not serve, the shares
represented by proxies received will be voted for another nominee selected by
the Board.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting (assuming a quorum is present). An abstention from voting will be
tabulated as a vote withheld on the election and will be included in computing
the number of shares present for purposes of determining the presence of a
quorum, but will not be considered in determining whether each of the director
nominees has received a plurality of the votes cast at the Annual Meeting. A
broker or nominee holding shares registered in its name, or the name of its
nominee, which are beneficially owned by another person and for which it has not
received instructions as to voting from the beneficial owner, has the discretion
to vote the beneficial owner's shares with respect to the election of directors.
The following sets forth certain information, as of March 1, 1999, about
each of the Board's nominees for election at the Annual Meeting and each
director of the Company whose term will continue after the Annual Meeting. All
directors of the Company also serve as directors of the Bank.
Nominees For Election at the Annual Meeting
Terms Expiring April 2002
Charles N. Ackley, 68, has been owner of C.N.A. Associates, Inc., a
company engaged in sales representation of manufacturers, since 1992. He was
President of Ackley-Dornbach, Inc. from 1962 to 1992 and President of A.D.G.
Erectors, Inc. from 1972 to 1987. Mr. Ackley has been a director of the Company
since 1995.
Bernard E. Adee, 64, has served as Senior Vice President of Marshall
Financial Consulting, LLC, a financial consulting firm based in Milwaukee,
Wisconsin, since October 1998. Mr. Adee retired as First Vice President of
Robert W. Baird & Co. Incorporated, an investment banking and brokerage firm, in
September 1998. Mr. Adee has been a director the Company since 1998.
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<PAGE>
William R. Hayes, 54, has been a Vice President and Treasurer of the
Company and Vice President, Cashier/Controller of the Bank since 1995. From 1988
to 1994, Mr. Hayes was Vice President, Cashier and Controller of M&I Wauwatosa
State Bank, with responsibility for bank operations, financial reporting, human
resources and regulatory compliance. Mr. Hayes has been a director of the
Company since 1995.
John E. Horning, 61, is Chairman of the Board and Chief Executive Officer
of Shorewest Realtors, Inc., Wisconsin Mortgage Corporation and Heritage Title
Service, all located in Brookfield, Wisconsin. He has been employed by Shorewest
Realtors since 1950. He is a member of the national, state and Metropolitan
Milwaukee Boards of Realtors. Mr. Horning has been a director of the Company
since 1995.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" EACH NOMINEE. UNLESS MARKED TO THE
CONTRARY, THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED PRIOR TO
OR AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED "FOR" EACH NOMINEE.
Directors Continuing in Office
Terms Expiring April 2000
Gregory J. Hoesly, 42, has been President of L.L. Richards Machinery Co.,
Inc., a Butler, Wisconsin machine tool dealer, since 1992, and has been employed
by such company since 1984. He is a member of the American Machine Tool
Distributors Association, the Machinery Dealers National Association, the
Association of Machinery and Equipment Appraisers and the Butler Area Chamber of
Commerce. Mr. Hoesly has been a director of the Company since 1996.
Christine V. Lake, 46, has been a Vice President of the Company since
1995, Secretary of the Company since January 1996 and Executive Vice President
of the Bank since February 1996. Ms. Lake served as Vice President of M&I
Wauwatosa State Bank from 1991 to 1994 with responsibilities for management of
the Consumer Banking Division. From 1994 to 1995, Ms. Lake was a Vice President
of M&I Marshall & Ilsley Bank in Retail Administration. Ms. Lake has been a
director of the Company since 1996.
Richard A. Streff, 67, has been Chairman of the Board of Streff
Advertising, Inc. of Wauwatosa, Wisconsin since 1960. He is a member of the
Promotional Products Association of America. Mr. Streff has been a director of
the Company since 1995.
William J. Tetzlaff, 67, has been President of Tetzlaff Associates, Inc.,
a consulting services company in Wauwatosa, Wisconsin, since 1991; President of
Advanced Plastics Technology, Inc., a distribution company located in Wauwatosa,
Wisconsin, since 1992; and Vice President of Executive Travel Services, Ltd., a
travel agency located in Wauwatosa, Wisconsin, since 1995. Mr. Tetzlaff has been
a director of the Company since 1995.
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<PAGE>
Terms Expiring April 2001
William F. Krause, Jr., 61, retired as President of Krause Funeral Home,
Inc., a multi-location funeral service provider based in Milwaukee, Wisconsin,
in 1998. He had served as its President since 1994 and was Vice President from
1962 to 1994. He is a member of the International Cemetery and Funeral
Association and the Funeral Service Alliance of Wisconsin. Mr. Krause has been a
director of the Company since 1996.
Paul E. Menzel, 61, has been President and Chief Executive Officer of the
Company and the Bank since 1995. For ten years prior thereto, Mr. Menzel was
President and a director of M&I Wauwatosa State Bank. Mr. Menzel has been a
director of the Company since 1995.
Charles G. Niebler, 54, has been President of Eye Care Vision Centers, a
multi-location optometry practice based in Brookfield, Wisconsin, since 1970. He
is a member of the Milwaukee Optometric Society and the American and Wisconsin
Optometric Associations. Dr. Niebler has been a director of the Company since
1996.
James E. Renner, 60, owns Renner Oldsmobile and Renner Mitsubishi in
Wauwatosa, Wisconsin. He became associated with the Oldsmobile dealership in
1958, and acquired the Mitsubishi dealership in 1993. Mr. Renner is a member of
the Automobile Dealers of Mega Milwaukee, Inc. and the National Automobile
Dealers Association. Mr. Renner has been a director of the Company since 1995.
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<PAGE>
BOARD OF DIRECTORS
General
The Board has standing Audit and Personnel Committees. The functions of
the Audit Committee are to recommend to the Board the appointment of independent
auditors, review the independence of the auditors, approve the scope of the
annual audit, approve the audit fee payable to the auditors and review the audit
results. Messrs. Horning, Adee and Renner are members of the Audit Committee.
The Audit Committee met once during 1998. The Audit Committee of the Board of
Directors of the Bank, which currently consists of Messrs. Horning, Adee and
Renner, met six times in 1998.
The Personnel Committee of the Board is responsible for administering the
Company's 1996 Stock Option Plan, as amended (the "1996 Plan"). The members of
the Personnel Committee, which met once in 1998, are Messrs. Krause, Renner and
Streff. Beyond administering the 1996 Plan, the Personnel Committee of the Board
does not consider any other matters regarding compensation since such
compensation is currently paid only at the Bank level and not at the Company
level. The Personnel Committee of the Board of Directors of the Bank reviews and
recommends to the Bank's Board of Directors the compensation structure for the
directors, officers and other managerial personnel of the Bank, including salary
rates, fringe benefits, non-cash perquisites and other forms of compensation.
The Personnel Committee of the Board of Directors of the Bank, which met twice
in 1998, consists of Messrs. Krause, Renner and Streff.
The Board does not have a standing nominating committee. The Board will
consider nominations for directors made by shareholders provided such
nominations are made in writing, contain certain information specified in the
Company's By-Laws and are delivered to the President of the Company no less than
14 days or more than 50 days prior to any meeting of shareholders called for the
election of directors.
The Board held four meetings during 1998. During 1998, each director of
the Company attended at least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which such director served during the year, except
for Mr. Hoesly.
Director Compensation
The Company currently does not pay any compensation to its directors.
Directors of the Bank receive a fee of $250 per meeting attended as well as a
fee of $50 per committee meeting attended. Employee directors of the Bank are
not entitled to receive the committee meeting fee.
EXECUTIVE OFFICERS
Paul E. Menzel, the Company's President and Chief Executive Officer,
William R. Hayes, the Company's Vice President and Treasurer, and Christine V.
Lake, the Company's Vice President and Secretary, are the only executive
officers of the Company. Certain information regarding the executive officers is
set forth under the caption "Election of Directors." The executive officers of
the Company serve at the pleasure of the Board.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information, as of March 1, 1999,
regarding beneficial ownership of Common Stock by each director and nominee, the
Company's Chief Executive Officer, and all of the directors, nominees and
executive officers of the Company as a group. As of the date of this Proxy
Statement, except as otherwise indicated below, the Company was not aware of any
shareholder who beneficially owned in excess of 5% of the outstanding shares of
Common Stock.
Number of
Shares Percent
Beneficially of
Name of Beneficial Owner(1) Owned Class
Charles N. Ackley 10,700 1.2%
Bernard E. Adee 2,625 *
William R. Hayes 13,125(2) 1.5%
Gregory J. Hoesly 7,350 *
John E. Horning 3,025 *
William F. Krause, Jr. 18,125(3) 2.1%
Christine V. Lake 19,425(4) 2.2%
Paul E. Menzel 55,124(5) 6.1%
Charles G. Niebler 9,449(6) 1.1%
James E. Renner 5,250 *
Richard A. Streff 5,250(7) *
William J. Tetzlaff 3,860(8) *
Directors, nominees and executive officers of the
Company as a group (12 persons) 153,308(9) 16.7%
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*Less than one percent (1%).
(1) The address of each of the persons named in the table is 13925 West North
Avenue, Brookfield, Wisconsin 53005.
(2) Includes 5,250 shares which Mr. Hayes has the right to acquire upon the
exercise of vested stock options.
(3) Includes 10,500 shares held by the Krause Funeral Home, Inc. Employees
Profit Sharing Plan, of which Mr. Krause is a trustee.
(4) Includes 3,150 shares held by Ms. Lake's spouse and 10,500 shares which Ms.
Lake has the right to acquire upon the exercise of vested stock options.
(5) Includes 3,384 shares held by Mr. Menzel's spouse and 26,250 shares which
Mr. Menzel has the right to acquire upon the exercise of vested stock
options.
(6) Includes 1,449 shares held by Dr. Niebler's spouse.
(7) Includes 1,050 shares held by Mr. Streff's spouse and 1,050 shares held by
Streff Advertising, Inc.
(8) Includes 1,025 shares held by the William Tetzlaff Family Trust, of which
Mr. Tetzlaff is a trustee.
(9) Includes an aggregate of 42,000 shares subject to currently exercisable and
vested stock options.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid to or earned by Mr. Menzel, the Company's President, in each
of the last three fiscal years. No executive officer of the Company or the Bank
other than Mr. Menzel received in excess of $100,000 in cash compensation during
fiscal 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Long Term
Compensation Compensation
--------------------
-------------------------------------------
Securities All
Name and Principal Salary(2) Bonus Other Annual Underlying Other
Position Year ($) ($) Compensation Stock Options(#) Compensation
- ----------------------- -------- ------------- --------- ------------------- -------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Paul E. Menzel(1) 1998 $111,668 $0 $8,927(3) 25,000 $3,762(4)
President 1997 82,516 0 13,147(5) 25,000 351
______________ 1996 28,100 0 3,123 25,000 56
(1) Mr. Menzel received no cash compensation for service as an executive officer
in fiscal 1996 until September 1, 1996.
(2) Includes $3,000 in directors fees in each year.
(3) Consists of $1,817 for a car allowance and $7,110 for a country club
membership.
(4) Consists of (i) $3,411, which is the dollar value of premiums paid by the
Company on a split-dollar life insurance policy for the benefit of Mr.
Menzel, and (ii) $351 of life insurance premiums paid by the Bank pursuant
to a second life insurance policy.
(5) Consists of $5,790 for a car allowance and $7,357 for a country club
membership.
</TABLE>
Stock Options
The Company has in effect the 1996 Plan plan pursuant to which options to
purchase Common Stock may be granted to employees (including officers) of the
Company and its subsidiaries. The following table presents certain information
about grants of stock options made during fiscal 1998 to Mr. Menzel.
<TABLE>
<CAPTION>
Option Grants in 1998 Fiscal Year
Individual Grants
- -------------------------------------------------------------------------------------------------------
Percent of Total
Number of Securities Options Granted Exercise or
Underlying Options to Employees in Base Price
Name Granted (#)(1) Fiscal Year ($/Share) Expiration Date
<S> <C> <C> <C> <C>
Paul E. Menzel 25,000 48.0% $18.50 5/28/08
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(1) The options reflected in the table (which are nonstatutory options for
purposes of the Internal Revenue Code) were granted on May 28, 1998.
One-third of the options will vest and become exercisable on the first
anniversary of grant, an additional one-third of the options will vest and
become exercisable on the second anniversary of grant and the final
one-third of the options will vest and become exercisable on the third
anniversary of grant.
</TABLE>
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The following table sets forth information regarding the fiscal year-end
value of unexercised options held by Mr. Menzel. No options were exercised by
Mr. Menzel in 1998.
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End (#) at Fiscal Year End ($)(1)
-------------------------------------- ------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
----------------- -------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Paul E. Menzel 26,250 51,250 $14,175 $7,088
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(1) The dollar value is calculated by determining the difference between the
fair market value of the underlying Common Stock and the exercise price of
the option at fiscal year-end.
</TABLE>
Employment Agreement
The Bank has an employment agreement with Mr. Menzel which initially
provided for a three-year term that commenced on December 31, 1997. The
agreement provides that the term will be automatically extended on December 31
of each year for an additional year, unless at least 60 days before such renewal
date the Bank or Mr. Menzel gives notice that the term will not be extended
beyond the then current expiration date. The expiration date of the agreement
has been extended in accordance with the foregoing provision and currently is
December 31, 2001. The agreement further provides that Mr. Menzel will be paid a
base salary and such bonuses as may from time to time be determined by the Board
of Directors of the Bank. The agreement provides that Mr. Menzel's base salary
(exclusive of bonus) will not be less than his salary (exclusive of bonus) in
effect on the date of the agreement and may not be reduced at any time after any
increase is approved by the Board of Directors of the Bank. The agreement will
terminate upon Mr. Menzel's death or disability, for cause, or upon voluntary
termination by Mr. Menzel.
If Mr. Menzel resigns or is terminated following a "change in control"
(as defined below), Mr. Menzel will be entitled to a lump sum severance payment
equal to three times the sum of (i) his then current salary and (ii) his average
bonus over the three years preceding termination. Alternatively, Mr. Menzel may
elect to receive his severence payment in installments over a period of three
years commencing on the termination date. The termination payment and amount of
benefits may be reduced to the extent necessary to avoid an "excess parachute
payment" under the Internal Revenue Code. The agreement defines a "change in
control" as any of the following, whether in a single transaction or in a series
of transactions: (i) the acquisition by any person or group of 25% or more of
the voting power of the Company or the Bank; (ii) the combination of the Company
or Bank with any entity after which less than 75% of the outstanding securities
of the surviving entity are owned by former shareholders of the Company; or
(iii) the sale, lease or other transfer by either the Company or the Bank of all
or substantially all of its respective properties or assets other than in the
ordinary course of business. In addition, if Mr. Menzel is terminated by the
Bank "in contemplation of" a change in control, or is terminated by the Bank (or
other surviving entity) during the twelve-month period after a change in
control, such termination will be deemed to be a change in control for purposes
of the agreement. The agreement also provides that if Mr. Menzel is terminated
by the Bank during the three-month period prior to the announcement of a change
in control, such termination will be deemed to be a termination "in
contemplation of" a change in control.
If any of the following events occur after a change in control without
Mr. Menzel's written consent, then Mr. Menzel may terminate his employment by
giving at least 90 days' prior written notice: Mr. Menzel is assigned to
positions, duties or responsibilities that are less significant than his
positions, duties and responsibilities at the commencement of the employment
term; Mr. Menzel is removed from or is not re-elected to any of his positions
(subject to certain exceptions); Mr. Menzel's base salary or relative bonus is
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<PAGE>
reduced; Mr. Menzel is transferred to a location more than 35 miles from
Brookfield, Wisconsin; or in the event of a change in control of the Company in
which the Company is not the surviving entity, the surviving entity fails to
execute an employment agreement in substantially the same form as Mr. Menzel's
current employment agreement. If Mr. Menzel terminates his employment in such a
situation, then he will be entitled to the same severance payment as if he had
been terminated following a change in control.
For the three years following termination, Mr. Menzel will also be
entitled to receive all other benefits, including retirement benefits and
deferred compensation, to which he would have been entitled had he remained
employed by the Bank.
Salary Continuation Agreement
The Bank also has a Salary Continuation Agreement ("Continuation
Agreement") with Mr. Menzel, generally providing to him or his beneficiaries the
right to receive certain benefits in the event of either (i) Mr. Menzel's death
or (ii) the termination of his employment with the Bank. Under the terms of the
Continuation Agreement, the amount of benefits Mr. Menzel receives will be
determined by the cause and timing of either his death or termination of
employment. The Continuation Agreement generally provides that the annual
benefit payments will be no more than $120,100 (subject to upward adjustment).
The aggregate amount of these benefits will generally be paid to Mr. Menzel or
his beneficiary in twelve equal monthly installments for the duration of Mr.
Menzel's life, but in any event until 179 additional payments have been made to
Mr. Menzel or his beneficiary (except that, in the event of the death of Mr.
Menzel's beneficiary prior to receipt of all benefits due such beneficiary under
the Continuation Agreement, the remaining benefits will be paid in a lump sum to
such beneficiary's estate). Such payments will begin on the first day of the
month following the termination event or on the first day of the month following
Mr. Menzel's 70th birthday in the event he retires before then. No benefits will
be paid to Mr. Menzel if, among other things, (a) such benefit would result in
an excise tax under Section 280G of the Internal Revenue Code; (b) Mr. Menzel's
employment is terminated for Cause (as such term is defined in the Continuation
Agreement); or (c) Mr. Menzel violates the noncompetition provisions contained
in his employment agreement.
CERTAIN TRANSACTIONS
Organizational Matters
During 1995, the organizers of the Bank (Messrs. Ackley, Thomas C.
Birdsall, Hayes, Horning, Curtis Lang, Menzel, Niebler, Frederick I. Olson,
Martin Peterman, Renner, Streff and Tetzlaff) loaned an aggregate of $36,000 to
the Company to cover organizational expenses of the Bank and the Company.
Interest was payable on these loans at an annual interest rate of 10%. Mr.
Menzel also made loans to the Company under two separate lines of credit of
$150,000 and $100,000, respectively, to fund salaries and other administrative
expenses of the Company and the Bank during their organization. Each line of
credit bore interest at a variable rate (8.75% initially) and matured on
December 6, 1995. The loans Mr. Menzel entered into to fund his loans to the
Company were subject to certain limited guarantees provided by the organizers.
All of the foregoing loans were repaid out of the net proceeds of the Company's
November 1995 initial public offering.
Mr. Thomas C. Birdsall, an organizer of the Bank engaged in the business
of commercial and industrial real estate brokerage, was paid a broker's
commission of approximately $10,400, which was equal to one-half of the 6%
commission paid on the five-year lease covering the Bank premises, and is
entitled to additional commissions if the Company exercises its options for
further five-year lease terms and if the Company later purchases the shopping
mall in which the Bank premises are located. The other half of this commission
was paid to Birdsall-Horning & Associates, Inc., a wholly-owned subsidiary of
Shorewest Realtors, Inc., of which Mr. Horning, a director of the Company and
the Bank, is both Chairman of the Board and a principal shareholder. Mr.
Birdsall was formerly Vice President of Birdsall-Horning & Associates, Inc.
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<PAGE>
The broker's commission was determined by a majority of the independent outside
directors of the Company to be on terms no less favorable to the Company than
those that are generally available from unaffiliated third parties. The payment
of the commission was ratified by a majority of the independent outside
directors who do not have an interest in the transaction other than in their
capacity as directors of the Company.
Other Transactions
The Bank from time to time makes loans or extends credit to certain
directors, executive officers, their affiliates and their family members. All
such loans and extensions of credit made to date were made in the ordinary
course of business and on substantially the same terms, including interest rates
and collateral, as those prevailing at the time of such transactions for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.
INDEPENDENT AUDITORS
Virchow, Krause & Company, LLP (the successor to Conley McDonald LLP)
served as the Company's independent auditors for the fiscal year ended December
31, 1998. The Board has similarly appointed Virchow, Krause & Company, LLP to
serve as independent auditors for the Company for the fiscal year ending
December 31, 1999. Representatives of Virchow, Krause & Company, LLP are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they so desire. Such representatives are also expected to be
available to respond to appropriate questions.
MISCELLANEOUS
Shareholder Proposals
Proposals of shareholders pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended ("Rule 14a-8"), that are intended to be
presented at the 2000 annual meeting must be received by the Company no later
than November 18, 1999 to be included in the Company's proxy materials for that
meeting. Further, if the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 on or prior to February
1, 2000, then the persons named in proxies solicited by the Board of Directors
for the 2000 annual meeting may exercise discretionary voting authority with
respect to such proposal
Solicitation Expenses
The cost of soliciting proxies will be borne by the Company. In addition
to soliciting proxies by mail, proxies may be solicited personally and by
telephone by certain officers and regular employees of the Company. The Company
will also reimburse brokers and other nominees for their reasonable expenses in
communicating with the persons for whom they hold Common Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file reports of ownership and changes of ownership
with the Securities and Exchange Commission. The regulations of the Securities
and Exchange Commission require such persons to furnish the Company with copies
of all Section 16(a) reports they file. Based on such reports, the Company
believes that all of its officers and directors have complied with the Section
16(a) filing requirements, except that (i) Mr. Adee (due to the clerical error
of a filing agent) did not timely file a Form 3 in connection with his
appointment as a director of the Company; (ii) Mr. Horning did not timely file a
Form 4 in connection with his purchase of 400 shares of
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<PAGE>
Common Stock in November 1998; and (iii) Mr. Ackley did not timely file a Form 4
in connection with his purchase of 200 shares of Common Stock in October 1998.
As of the date of this Proxy Statement, all of the required filings have been
made.
The Company will provide without charge a copy of its Annual Report on
Form 10-KSB (including financial statements and financial schedules, but not
including exhibits thereto), as filed with the Securities and Exchange
Commission, to each person who is a record or beneficial owner of Common Stock
as of the record date for the Annual Meeting. A written request for a Form
10-KSB should be directed to William R. Hayes, Vice President and Treasurer,
Ridgestone Financial Services, Inc., 13925 West North Avenue, Brookfield,
Wisconsin 53005.
By Order of the Board of Directors
RIDGESTONE FINANCIAL SERVICES, INC.
/s/ Christine V. Lake
Christine V. Lake
Vice President and Secretary
March 17, 1999
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<PAGE>
RIDGESTONE FINANCIAL SERVICES, INC. 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS 1 - C. Ackley 2 - B. Adee
(for terms expiring at 3 - W. Hayes 4 - J. Horning
the 2002 annual meeting
and until their successors
are duly elected and qualified)
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all nominees
(except as specified listed to until the left.
below).
(Instructions: To withhold authority to vote for any indicated nominee, write
the number(s) of the nominee(s) in the box provided to the right).
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Check appropriate box Date ____________________, 1999
Indicate changes below:
Address Change? [ ] Name Change? [ ]
NO. OF SHARES
Signature(s) In Box Please sign exactly how your
name appears hereon. When shares are held by joint
tenants, both should sing. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please
sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by an authorized person.
