<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST NORTHERN CAPITAL CORP.
(Name of Registrant as Specified In Its Charter)
Filed by Registrant
(Name of Person(s) Filing Proxy Statement,
if Other than 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>
March 21, 1997
Dear Stockholder:
You are cordially invited to attend First Northern Capital Corp.'s 1997 Annual
Meeting of Stockholders, which will be held at the Holiday Inn City Centre, 200
Main Street, Green Bay, Wisconsin at 10:00 a.m. on Wednesday, April 30, 1997.
Enclosed is First Northern's 1996 Annual Report and Notice of Annual Meeting of
Stockholders and Proxy Statement, which details the business to be transacted.
If you plan to attend the Annual Meeting, please return the
enclosed reply card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting we urge
you to MARK, SIGN, DATE AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE PAID
ENVELOPE AS SOON AS POSSIBLE. This will not prevent you from voting in person at
the meeting, but will ensure that your shares will be represented if you are
unable to attend.
Sincerely,
FIRST NORTHERN CAPITAL CORP.
/s/ Michael D. Meeuwsen
Michael D. Meeuwsen
President and Chief Executive Officer
<PAGE>
FIRST NORTHERN CAPITAL CORP.
201 NORTH MONROE AVENUE
P.O. BOX 23100
GREEN BAY, WISCONSIN 54305-3100
(414) 437-7101
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1997
----------------
To the Stockholders of First Northern Capital Corp.:
The 1997 Annual Meeting of Stockholders of First Northern Capital Corp.
("First Northern") will be held on Wednesday, April 30, 1997, at 10:00 a.m.,
Central Time, at the Holiday Inn City Centre, 200 Main Street, Green Bay,
Wisconsin (the "Annual Meeting") for the following purposes:
(1) To elect a class of two directors to serve for terms expiring in 2000;
and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 28, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment thereof. Only
stockholders of record at the close of business on that date will be entitled
to vote at the Annual Meeting.
Your attention is called to the Proxy Statement accompanying this Notice for
a more complete statement regarding the matters to be acted upon at the Annual
Meeting.
By Order of the Board of Directors
/s/ Marla J. Carr
Marla J. Carr
Vice President and Secretary
Green Bay, Wisconsin
March 21, 1997
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE INDICATE YOUR VOTING
DIRECTIONS, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY, WHICH IS
SOLICITED BY THE FIRST NORTHERN BOARD OF DIRECTORS, USING THE ENCLOSED SELF-
ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
IF FOR ANY REASON YOU SHOULD DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY
TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.
<PAGE>
PROXY STATEMENT
FIRST NORTHERN CAPITAL CORP.
201 NORTH MONROE AVENUE
P.O. BOX 23100
GREEN BAY, WISCONSIN 54305-3100
(414) 437-7101
----------------
SOLICITATION AND VOTING
This Proxy Statement and accompanying proxy are furnished to the
stockholders of First Northern Capital Corp. ("First Northern") in connection
with the solicitation of proxies by the Board of Directors of First Northern
for use at the annual meeting of First Northern stockholders on Wednesday,
April 30, 1997 (the "Annual Meeting"), and at any adjournment thereof. The
1996 Annual Report to Stockholders (the "Annual Report"), which accompanies
this Proxy Statement, contains financial statements and certain other
information concerning First Northern. The Annual Report and such financial
statements are neither a part of this Proxy Statement nor incorporated herein
by reference. The proxy material and Annual Report are being mailed to
stockholders commencing on or about March 21, 1997.
On December 20, 1995, First Northern Savings Bank, S.A. (the "Savings Bank")
reorganized into a unitary savings and loan holding company structure (the
"Reorganization"), becoming a wholly-owned subsidiary of First Northern. In
the Reorganization, the holders of all the outstanding stock of the Savings
Bank acquired the same proportionate ownership interest in First Northern as
they had held in the Savings Bank. The consolidated capital, assets,
liabilities, income and other financial data of First Northern immediately
following the Reorganization were substantially the same as those of the
Savings Bank immediately prior to consummation of the Reorganization. All data
presented in this Proxy Statement for dates and periods prior to December 20,
1995 relate to the Savings Bank. All references herein to First Northern for
any date or period prior to consummation of the Reorganization shall be deemed
to refer to the Savings Bank.
The Board of Directors has fixed the close of business on February 28, 1997
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. Only holders of record of Common Stock, $1.00 par value per share
(the "Common Stock"), the only class of voting stock of First Northern
outstanding, on the Record Date will be entitled to notice of and to vote at
the Annual Meeting. Each share of Common Stock is entitled to one vote. At the
Record Date, there were 4,424,335 shares of Common Stock outstanding.
Any stockholder entitled to vote at the Annual Meeting may vote either in
person or by properly executed proxy. Shares represented by properly executed
proxies received by First Northern will be voted at the Annual Meeting and any
adjournment thereof in accordance with the terms of such proxies, unless
revoked. If no voting instructions are given on a properly executed proxy, the
shares will be voted FOR the election of management's director nominees.
If a stockholder is a participant in First Northern's Dividend Reinvestment
Plan (the "DRIP") or owns shares through investments in the First Northern
Common Stock Fund (the "Stock Fund") of the Savings Bank's 401(k) Savings Plan
(the "Savings Plan"), the proxy will serve as voting instructions for the
participant's shares held in those plans. Shares of plan participants will be
voted by the administrator of the DRIP and the trustees of the Savings Plan in
accordance with such respective participants' voting instructions. If a
participant in the DRIP does not return a proxy, the administrator of the DRIP
will not vote such participant's shares held in the DRIP. If a participant in
the Stock Fund of the Savings Plan does not return a proxy, the trustees of
the Savings Plan will vote such participant's shares held in the Stock Fund in
the same proportion that all shares in the Stock Fund are voted.
A proxy may be revoked by a stockholder at any time prior to the voting
thereof by filing a written notice of revocation with the Secretary of First
Northern, by delivering a properly executed proxy bearing a later date
<PAGE>
or by voting in person at the Annual Meeting. Attendance at the Annual Meeting
will not in itself constitute revocation of a proxy.
A majority of the votes entitled to be cast by the shares entitled to vote,
represented in person or by proxy, will constitute a quorum of stockholders at
the Annual Meeting. Shares for which authority is withheld to vote for
director nominees and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be considered present for purposes of establishing a quorum. A
plurality of the votes cast at the Annual Meeting by the holders of shares of
Common Stock entitled to vote is required for the election of directors (i.e.,
the individuals who receive the largest number of votes are elected as
directors up to the maximum number of directors to be chosen at the Annual
Meeting). Any shares not voted, whether by withheld authority, broker non-vote
or otherwise, will have no effect on the election of directors except to the
extent that the failure to vote for an individual results in another
individual receiving a larger number of votes. The Inspectors of Election
appointed by the Board of Directors will count the votes and ballots at the
Annual Meeting.
Expenses in connection with the solicitation of proxies will be paid by
First Northern. Proxies will be solicited principally by mail, but may also be
solicited by the directors, officers and other employees of First Northern in
person or by telephone, facsimile or other means of communication. Such
directors, officers and employees will receive no compensation therefor in
addition to their regular compensation, but may be reimbursed for out-of-
pocket expenses in connection with such solicitation. Brokers, dealers, banks,
or their nominees, who hold Common Stock on behalf of another will be asked to
send proxy material and related documents to the beneficial owners of such
stock, and First Northern will reimburse such persons for their reasonable
expenses.
The Board of Directors of First Northern knows of no matters to be acted
upon at the Annual Meeting other than as set forth in the Notice of such
Annual Meeting as attached to this Proxy Statement. The Bylaws set forth
certain requirements that must be followed should a stockholder wish to
propose any floor nominations for director or floor proposals at annual or
special meetings of stockholders. In the case of annual meetings, the Bylaws
state that a notice containing certain specified information must be delivered
to the Secretary of First Northern not less than 70 days nor more than 100
days prior to the scheduled date of such meeting. No such notices have been
received by First Northern. If any other matters properly come before the
Annual Meeting, or any adjournments thereof, it is the intention of the
persons named in the proxy to vote such proxies in accordance with their best
judgment on such matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information as of the Record Date regarding
beneficial ownership of the Common Stock by each director and nominee for
director, by each executive officer named in the Summary Compensation Table
below and by all directors and executive officers of First Northern as a
group. No person is known by First Northern to be the beneficial owner of more
than 5% of its outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES AND
NATURE OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP (1)(2) OF CLASS
------------------------ -------------------- --------
<S> <C> <C>
Howard M. Frankenthal...................... 138,675(3) 3.12%
Thomas J. Lopina, Sr....................... 26,170(4) 0.59
Michael D. Meeuwsen........................ 93,501(5) 2.09
Robert J. Mettner.......................... 30,598(6) 0.69
Robert B. Olson............................ 37,605(7) 0.85
Richard C. Smits........................... 59,831(8) 1.35
J. Gus Swoboda............................. 20,162(9) 0.45
All directors and executive officers as a
group (13 persons)........................ 747,648(10) 16.15
</TABLE>
2
<PAGE>
- - --------
(1) Unless otherwise noted, the specified persons have sole voting and
dispositive power as to the shares indicated.
(2) Includes unissued shares deemed to be beneficially owned by the named
persons pursuant to unexercised stock options which may be exercised
within 60 days of the Record Date. Each person holds the following number
of option shares which are deemed to be beneficially owned: Mr.
Frankenthal--15,562; Mr. Lopina--10,800; Mr. Meeuwsen--48,547; Mr.
Mettner--1,800; Mr. Olson--0; Mr. Smits--14,798; and Mr. Swoboda--12,762.
All directors and executive officers as a group hold options for 205,102
shares deemed to be beneficially owned.
(3) Includes 28,300 shares held by Frankenthal International, Ltd. Pension and
Profit Sharing Trust, under which Mr. Frankenthal serves as trustee.
Includes 3,000 shares held by Mr. Frankenthal's wife, as to which he
disclaims beneficial ownership.
(4) Includes 2,500 shares held by Mr. Lopina's wife as custodian for a son,
2,850 shares held by Mr. Lopina's wife directly, and 1,500 shares held by
one of Mr. Lopina's sons, all as to which voting and investment power is
shared.
(5) Includes 28,342 shares as to which voting and investment power is shared,
and 16,212 shares held in Mr. Meeuwsen's Savings Plan account, as to which
investment power is shared.
(6) Includes 25,352 shares as to which voting and investment power is shared.
(7) Includes 37,605 shares as to which voting and investment power is shared.
(8) Includes 2,262 shares held by Mr. Smits' wife, as to which voting and
investment power is shared, and 28,820 additional shares as to which Mr.
Smits shares voting and investment power.
(9) Includes 6,700 shares held by Mr. Swoboda's wife, as to which voting and
investment power is shared, and 700 additional shares as to which Mr.
Swoboda shares voting and investment power.
(10) Includes 197,786 shares as to which voting and investment power is shared
and 126,474 shares held by the Savings Plan wherein the voting of such
shares and their disposition in a tender offer is directed by the
participants but the trustees (who are Mr. Meeuwsen and two other
executive officers of First Northern) have the power of disposition in
all other circumstances.
The above beneficial ownership information is based on data furnished by the
specified persons and is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act"), as required for purposes
of this Proxy Statement. It is not necessarily to be construed as an admission
of beneficial ownership for other purposes.
ELECTION OF DIRECTORS
The Bylaws provide that the number of directors of First Northern shall be
determined by the Board of Directors and that the directors shall be divided
into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at seven, divided into two classes of two
directors and one class of three directors. At each annual meeting the term of
office of one class of directors expires and a class of directors is elected
to serve for a term of three years or until their successors are elected and
qualify.
Mr. Ralph N. Marten, an Executive Vice President of the Savings Bank and a
director of First Northern and the Savings Bank, retired from those positions
on June 30, 1996. Messrs. K. David Feldhausen and Richard D. Pahlow retired as
directors of First Northern and the Savings Bank on December 31, 1996. First
Northern expresses its sincere appreciation to Messrs. Marten, Feldhausen and
Pahlow for their significant contributions and guidance over their years of
service.
Mr. Robert B. Olson was appointed to fill the unexpired term of Mr. Pahlow
and the Board reduced the number of directors to seven effective January 1,
1997.
3
<PAGE>
Messrs. Thomas J. Lopina, Sr. and Robert B. Olson, the directors whose
present terms expire at the Annual Meeting, are being nominated for re-
election as directors for terms expiring in 2000. Shares represented by
proxies received from stockholders will be voted for the election of Messrs.
Lopina and Olson unless otherwise specified by such stockholders.
Information regarding the nominees and the directors whose terms continue is
set forth in the following table. If any of the nominees should decline or be
unable to act as a director, an eventuality which is not foreseen, proxies may
be voted with discretionary authority for a substitute nominee or nominees
designated by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF THE DIRECTOR NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AND AGE EXPERIENCE (1) SINCE (2)
------------ -------------------- ---------
Nominees for Terms Expiring in 2000
<S> <C> <C>
Thomas J. Lopina, Sr.... President, Chief Executive Officer and Director of 1979
59 (5)(6) Ingersoll Equipment Co., Inc., Winneconne,
Wisconsin--a manufacturer of outdoor power
equipment. Prior to 1992, President and Chief
Executive Officer of Gravely International, Inc.,
Clemmons, North Carolina--a manufacturer of outdoor
power equipment.
Robert B. Olson......... Vice President of Manufacturing Operations, Little 1997
59 Rapids Corporation, Green Bay, Wisconsin--a
specialty paper producer. Director of Prime Federal
Bank, FSB ("Prime Federal"), which was merged ino
the Savings Bank in 1994, from 1982 to 1994.
Continuing Directors--Terms Expiring in 1999
Howard M. Frankenthal... President and Director, Frankenthal International, 1988
43 (3) Ltd., Mequon, Wisconsin--a meat wholesaler.
Robert J. Mettner....... Retired; formerly Chairman of the Board of Prime 1994(4)
67 (3) Federal from 1992 to 1994. Prior to 1992, Chairman
of the Board and Chief Executive Officer of Prime
Federal.
Richard C. Smits........ Executive Vice President and Chief Operating Officer 1994(4)
58 of First Northern and the Savings Bank. From 1992 to
1994, President and Chief Executive Officer of Prime
Federal. Prior to 1992, President of Prime Federal.
Continuing Directors--Terms Expiring in 1998
Michael D. Meeuwsen..... President and Chief Executive Officer of First 1988
43 Northern and the Savings Bank.
J. Gus Swoboda.......... Senior Vice President, Human and Corporate 1987
61 (5)(6) Development, Wisconsin Public Service Corporation,
Green Bay, Wisconsin--an electric and gas utility
company.
</TABLE>
- - --------
(1) Unless otherwise noted, all directors have been employed in their
respective principal occupations listed above for at least the past five
years. Messrs. Meeuwsen and Smits were elected executive officers of First
Northern upon its formation in August 1995.
(2) Indicates date when director was first elected to the Board of the Savings
Bank. The directors of First Northern also comprise the Board of Directors
of the Savings Bank.
4
<PAGE>
(3) Member of the Audit Committee, of which Mr. Frankenthal is Chairman. The
Audit Committee held one meeting in 1996. The Audit Committee's functions
include meeting with First Northern's independent auditors and making
recommendations to the Board of Directors regarding the engagement or
retention of independent public accountants, adoption of accounting
methods and procedures, public disclosures required for compliance with
securities laws and other matters relating to First Northern's financial
accounting.
(4) Prior to joining First Northern's Board, Messrs. Mettner and Smits had
been directors of Prime Federal since 1976 and 1986, respectively.
(5) Member of the Executive Committee, of which Mr. Swoboda, who is Chairman
of the Board of First Northern, is Chairman. The Executive Committee held
five meetings in 1996. The Executive Committee is authorized to exercise
the power of the Board of Directors in the management of the business and
affairs of First Northern when the Board is not in session, except for
those powers which are non-delegable by law or have been delegated to
other committees.
(6) Member of the Compensation Committee, of which Mr. Lopina is Chairman. The
Compensation Committee held three meetings in 1996. The Compensation
Committee establishes and reviews compensation policy; salaries, bonuses
and benefits for all employees, including determinations with respect to
stock options; and personnel policies and procedures.
The members of the Nominating Committee were Mr. Pahlow, Chairman, and
Messrs. Feldhausen and Marten, all of whom have retired from the Board. The
Nominating Committee held two meetings in 1996. New members will be appointed
to the Nominating Committee at the Board meeting following the Annual Meeting.
The Nominating Committee's sole function is to propose nominees for the
position of director for the consideration of the entire Board. In carrying
out its responsibilities, the Nominating Committee will consider candidates
suggested by other directors, employees and stockholders. Suggestions for
candidates, accompanied by biographical material, may be sent to the Secretary
of First Northern at its corporate offices.
The Board of Directors held twelve meetings in 1996. During the period in
the last fiscal year in which they served, all members of the Board of
Directors attended at least 75% of the aggregate of the total number of
meetings of the Board and the total number of meetings held by all committees
of the Board on which they served.
DIRECTOR COMPENSATION
MEETING FEES
In 1996, the directors received $1,200 for each regular or special meeting
of First Northern or the Savings Bank attended. Directors who are not officers
of First Northern or the Savings Bank are also paid $75 per hour for each
committee meeting attended. Only one fee is paid to each director for meetings
held by both the First Northern and Savings Bank Boards or committees on the
same day.
DIRECTOR STOCK OPTIONS
The First Northern 1994 Directors' Stock Option Plan (the "1994 Directors'
Plan") was adopted by stockholders on April 27, 1994 to strengthen First
Northern's ability to attract and retain directors and encourage directors to
maintain a personal interest in First Northern's continued success and
progress. The 1994 Directors' Plan has 70,000 shares of Common Stock reserved
for issuance. All directors of First Northern participate in the 1994
Directors' Plan, except those eligible to participate in the stock option
plans applicable to executive officers. The 1994 Directors' Plan has a term of
five years and one month.
The 1994 Directors' Plan provides for the granting of non-qualified stock
options. The 1994 Directors' Plan is administered by the Board of Directors,
although the Board has no discretion as to the amount and timing of options to
be granted, which are fixed by the terms of the 1994 Directors' Plan. On the
first business day of each February during the term of the 1994 Directors'
Plan, each eligible director receives an option to purchase 1,800
5
<PAGE>
shares of Common Stock. The exercise price is equal to 100% of the fair market
value of the shares on the date of grant. Options granted on February 1, 1995
and 1996 and February 3, 1997 were at exercise prices of $12.75, $15.75 and
$16.50 per share, respectively.
The 1994 Directors' Plan provides that options granted thereunder will
become exercisable in one-third increments in each year, beginning one year
after the date of grant. In the event of a change in control of First
Northern, all options then outstanding under the 1994 Directors' Plan will be
immediately exercisable in full. All options expire ten years after the date
of grant.
At the Record Date, options for a total of 7,200 shares had been exercised,
options for 23,400 shares were outstanding and 39,400 shares were available
for future grants under the 1994 Directors' Plan.
DEFERRED RETIREMENT PLAN FOR DIRECTORS
In 1991, the Savings Bank adopted a Non-Qualified Deferred Retirement Plan
for Directors (the "Directors' Deferred Retirement Plan"). Eligible directors
under the Directors' Deferred Retirement Plan include persons serving as
members of the Savings Bank Board and any director of an advisory board
established by the Savings Bank if such person was a director of a predecessor
institution and is designated by the Savings Bank as an eligible participant.
Eligible directors who either terminate Board service for any reason after
both attaining 62 years of age and completing at least nine full years of
service on the Savings Bank Board or any such predecessor Board, or who
terminate service before attaining age 62, but whose age plus full years of
service on such Boards equals or exceeds 75, will be entitled to a monthly
retirement benefit of $1,000. The benefit will commence on the first day of
the month following the later of (i) the date the eligible director attains
age 62, (ii) the date such director terminates service on the Savings Bank
Board, or (iii) the date the director terminates employment with the Savings
Bank and its affiliates, and shall continue for 180 months or until the
director's death, if earlier. If the eligible director dies after benefits
have commenced, but prior to the receipt of 36 monthly payments, the benefit
will continue to the director's beneficiary for the duration of the 36 month
period.
Under the Directors' Deferred Retirement Plan, any eligible director
terminated for cause forfeits the right to receive any retirement benefit.
Furthermore, directors who accept employment with another financial
institution or holding company thereof will not be entitled to any retirement
benefits otherwise payable under the Directors' Deferred Retirement Plan. The
directors of the Savings Bank may amend or terminate the Directors' Deferred
Retirement Plan at any time, provided that no amendment or termination may
impair the rights of any individuals receiving benefits under the Directors'
Deferred Retirement Plan on the date of such amendment or termination.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Philosophy and Objectives. First Northern's strategic compensation policies
are determined by the Compensation Committee of the Board of Directors. The
Compensation Committee was comprised of three outside directors during 1996.
The Compensation Committee determines the components of total compensation for
all personnel, establishes specific compensation levels for the executive
officers and administers First Northern's bonus and executive stock plans.
The Compensation Committee believes that compensation for First Northern's
executive officers should exhibit a pay-for-performance orientation.
Compensation for First Northern's executive officers currently consists of
three key elements--base salary, bonus and stock options. The existing
compensation structure has been designed to emphasize variable compensation
through the use of incentive plans in order to encourage long-term growth in
stockholder value and discourage unreasonable risk-taking to achieve short-
term profits.
6
<PAGE>
It is part of First Northern's corporate mission to attract and retain a
management and employee team with abilities recognized in the industry for a
high degree of professionalism while providing a fair return to stockholders
by maximizing profitability and preserving net worth. Individual executive
compensation is reviewed on an annual basis with emphasis placed on
recognizing and rewarding executives based on performance, as measured by
corporate and individual attainment of pre-set goals and targets.
Historically, the success of First Northern's compensation practices have been
evidenced by lower-than-industry-average turnover, significantly better-than-
industry-average net income and return on assets, and a net worth position far
exceeding all regulatory requirements.
Base Salary. First Northern's policy is to initially target base salary for
each executive officer at the median base salary for persons at other
financial institutions with similar responsibilities, training and experience.
Base salary may be adjusted from the median based on the degree of
accomplishment of certain predetermined projects related to each executive's
area of responsibility. The Compensation Committee utilizes comparative salary
survey data from various local, state and national consulting firms, as well
as from independent compensation consultants and other industry sources. In
comparing other financial institutions, consideration is given to institution
size, geographic location, organizational structure and financial performance.
In addition, First Northern considers economic conditions and business climate
in its primary market area so that it may successfully compete for a competent
work force.
Annual Incentive Compensation. In addition to base salary, First Northern
provides an incentive bonus program through the Savings Bank's Management
Incentive Plan (the "MIP"). The MIP is designed to reward the efforts of
senior and middle level management if certain levels of corporate and
individual performance are attained. Compensation under the MIP is based on
actual fiscal year operating results measured against predetermined financial
performance goals established for First Northern and individual performance
goals established for each participant. Generally, executive officer bonuses
under the MIP are weighted 75% corporate performance and 25% individual
performance. In recognition of their having primary responsibility for the
financial success of First Northern, the Chief Executive Officer's and the
Chief Operating Officer's bonuses are based solely on corporate performance.
Awards for corporate performance are made only if First Northern attains a
specified threshold profit. The extent of any bonus award is based upon salary
level and by the degree to which corporate and individual performance goals
are attained. Participants in the MIP, the formula for payment of bonuses
thereunder and the corporate financial performance goals are designated
annually by the Compensation Committee. For 1996, First Northern's targeted
financial performance goal was based on its return on average assets ratio.
Individual awards for each covered employee could range from 5% to 50% of base
salary. Since First Northern's return on average assets ratio for 1996
exceeded the financial performance target, the actual range of bonuses paid
for 1996 was 10.3% to 26.3% of covered employees' salaries.
Long-Term Incentive Compensation. Based primarily on the executive's ability
to influence First Northern's long-term growth and profitability, stock
options are granted annually to executive officers as a long-term incentive
benefit. In granting stock options, the Compensation Committee is guided by a
formula that estimates the five year compounded increase in the market price
of First Northern Common Stock. The dollar value the executive would receive
under his or her assigned tier in the MIP (assuming attainment of 100% of
target) is divided by the five year compounded increase in the market price of
First Northern Common Stock to arrive at an approximate number of shares to be
granted. All options are granted at the closing market price on the day of
grant and vest over a three year period. Since the value of an option bears a
direct relationship to First Northern's performance as measured by stock
price, the Compensation Committee believes that stock options are an effective
incentive for executive officers to create value for stockholders. The
Compensation Committee views stock options as an important component of its
long-term performance-based compensation philosophy.
Chief Executive Officer Compensation. The factors that are used to determine
the Chief Executive Officer's annual base salary and incentive compensation
are the same as those described above for all executive officers. In fiscal
1996, Mr. Meeuwsen had a base salary of $152,000, which the Compensation
Committee determined to be appropriate based upon industry pay practices for
chief executive officers. The bonus earned by Mr. Meeuwsen in fiscal 1996
under the MIP was 26.3% of his base salary, determined in the manner described
above.
7
<PAGE>
Mr. Meeuwsen was also granted a stock option during the last fiscal year for
7,500 shares, in accordance with the formula described above.
Thomas J. Lopina, Sr., Chairman Richard D. Pahlow J. Gus Swoboda
(Retired December 31, 1996)
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation
of the Chief Executive Officer and the Chief Operating Officer for services in
all capacities to First Northern and its subsidiaries for the last three
fiscal years. All such compensation was paid by the Savings Bank. No other
First Northern executive officer received a total annual salary and bonus in
excess of $100,000 during the last fiscal year.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
------------------------ ------------
AWARDS
------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL OPTIONS/SARS COMPENSATION
POSITION YEAR SALARY($)(2) BONUS($)(3) (#)(4) ($)(5)
------------------ ---- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Michael D. Meeuwsen..... 1996 $166,400 $40,000 7,500 $14,784
President and CEO of 1995 $157,175 $30,000 8,500 $12,400
First Northern and 1994 $145,000 $31,000 4,600 $12,065
Savings Bank
Richard C. Smits(6)..... 1996 $148,100 $35,000 5,500 $13,434
Executive Vice 1995 $139,725 $26,500 7,500 $11,360
President and COO of 1994 $ 78,167 $28,000 0 $ 8,746
First Northern and
Savings Bank
</TABLE>
- - --------
(1) While each of the named individuals received perquisites or other personal
benefits in the years shown, the value of these benefits is not indicated,
in accordance with Securities and Exchange Commission ("SEC") regulations,
since they did not exceed, in the aggregate, the lesser of $50,000 or 10%
of the individual's salary and bonus in any year.
(2) Includes First Northern and subsidiaries Board of Directors fees paid to
the individual.
(3) Annual bonus amounts are earned and accrued during the years indicated and
paid at the beginning of the next calendar year.
(4) Consists of stock option grants. No stock appreciation rights ("SARs")
were awarded during any of the fiscal years indicated.
(5) The dollar amounts reflect First Northern's contributions to the Savings
Plan.
(6) Effective April 28, 1994, Mr. Smits became Executive Vice President and
Chief Operating Officer of the Savings Bank upon the merger of Prime
Federal into the Savings Bank. Mr. Smits' fiscal 1994 compensation
includes amounts earned and accrued or paid by the Savings Bank during the
period from April 28, 1994 through December 31, 1994.
EMPLOYMENT AND RETIREMENT ARRANGEMENTS
Employment Agreements. The Savings Bank has employment agreements with the
two executive officers named in the Summary Compensation Table. The initial
terms of Messrs. Meeuwsen's and Smits' agreements, which were entered into in
1990 and 1994, respectively, are five and three years, respectively. Mr.
Meeuwsen's employment agreement is automatically extended for an additional
year on the annual anniversary date unless contrary written notice is given by
either the Savings Bank or the executive. Mr. Smits' employment agreement can
be extended for an additional year on each annual anniversary date upon
agreement of the executive and affirmative action taken by the Savings Bank's
Board of Directors. Each agreement has been renewed on every such anniversary
date.
Under the employment agreements, each executive officer is entitled to a
base salary which is reviewed annually based upon individual performance and
the financial results of the Savings Bank. The employment
8
<PAGE>
agreements also provide that the executive officers shall be eligible for
incentive compensation pursuant to the MIP and be entitled to reimbursement of
business expenses and other benefits and perquisites, in accordance with the
Savings Bank's policies.
The employment agreements can be terminated at the election of the executive
officer or the Savings Bank at the expiration of the term, at any time for
cause, upon the occurrence of certain events specified by federal statute or
regulation, or as a result of the executive officer's retirement, disability
or death. Each employment agreement can also be voluntarily terminated without
cause by the executive officer or the Savings Bank during the term of the
agreement. Each executive officer may also terminate his employment agreement
under certain circumstances following a change in control.
Upon termination of Messrs. Meeuwsen's or Smits' employment at their
election at the expiration of the terms of the employment agreements, such
executive officers are entitled to receive unpaid base salary and incentive
compensation for the period of employment and compensation for accrued but
unused vacation time. Upon termination of employment at the election of the
Savings Bank at the expiration of the terms of their respective agreements,
Messrs. Meeuwsen and Smits are entitled to receive the same compensation as if
they had voluntarily terminated at the end of the term as well as an amount
equal to 100% of their annual base salary at the date of termination and
certain benefits for a period of twelve months thereafter.
Upon each executive officer's death or retirement, he or his personal
representative, as the case may be, shall receive his earned but unpaid base
salary and incentive compensation prorated to the end of the calendar month in
which such termination occurs and compensation for accrued but unused vacation
time. Mr. Smits' employment agreement defines retirement to mean the point in
time after he reaches 55 years of age in which he gives notice to the Savings
Bank that he is retiring. Mr. Meeuwsen's employment agreement defines
retirement to mean retirement in accordance with and pursuant to any
retirement plan of the Savings Bank generally applicable to its executive
officers or in accordance with any arrangements established with Mr.
Meeuwsen's consent.
If the executive officer terminates employment voluntarily during a term or
he is terminated by the Savings Bank for cause, as defined in the employment
agreements, the executive officer shall not be entitled to any compensation or
benefits for any period after the date of termination. If during the term of
any employment agreement, the Savings Bank terminates the executive officer
without cause or the employment agreement is terminated by the executive
officer for cause, Messrs. Meeuwsen and Smits would be entitled to receive
100% of their base salary at the time of termination until a date twelve
months after the expiration of the then current term of employment, provided
that such compensation may not exceed an amount equal to 60 and 36 months of
such base salary, respectively, along with unpaid base salary and incentive
compensation and accrued but unused vacation time. Each executive officer
would also continue to receive certain insurance and other benefits until
twelve months after the end of the term of employment. The Savings Bank must
also pay to each executive officer an additional lump sum cash payment if it
terminates the executive officer without cause in an amount equal to the
product of the Savings Bank's annual aggregate contributions for the benefit
of the executive officer to all qualified retirement plans in the year
preceding termination and the number of years in the initial term of their
respective employment agreements.
Under each employment agreement, the executive officer may also terminate
employment following a change in control of the Savings Bank or First Northern
under certain circumstances, including a reduction in compensation and
benefits or responsibilities and duties. A change in control is defined to
include, among other things, a change in the majority of directors of the
Savings Bank or First Northern, an acquisition of a certain percentage of
stock of the Savings Bank or First Northern or a successor in interest to the
Savings Bank or First Northern. Upon any such termination as a result of a
change in control, each executive officer has a right under their respective
employment agreements to receive payments and benefits as if a termination by
the Savings Bank without cause had occurred.
The employment agreements provide that under no circumstances may the
aggregate amount of all severance payments and termination benefits, computed
on a present value basis, exceed an amount which would
9
<PAGE>
cause the payments to be characterized as parachute payments within the
meaning of Section 280G(b)(2) of the Internal Revenue Code. That section
generally defines parachute payments to include any severance payments and
termination benefits which, on a present value basis, equal or exceed three
times the executive officer's average annual total compensation over a five
year period immediately preceding the change in control transaction.
Supplemental Retirement Agreements. In 1994, the Savings Bank entered into
supplemental retirement agreements with Mr. Meeuwsen and certain of its other
executive officers. In 1995, the Savings Bank entered into a supplemental
retirement agreement with Mr. Smits. Under Messrs. Meeuwsen's and Smits'
agreements, a supplemental retirement benefit will vest if the executive
continues to be employed by the Savings Bank until the earlier of (i) such
time as the sum of his age and years of service total 80; (ii) a change in
control of the Savings Bank or First Northern (substantially as defined in the
employment agreements); (iii) his death; or (iv) his total and permanent
disability. No benefit is payable under the supplemental retirement agreements
if such executive officers were to terminate their employment with the Savings
Bank prior to the occurrence of any of the foregoing. When Mr. Meeuwsen's and
Mr. Smits' supplemental retirement benefits vest, they or their beneficiary
will receive a total of 180 monthly payments of $7,472 and $866 per month,
respectively, commencing on the first day of the month following the earlier
of their respective attainment of age 65 or their death. If the supplemental
retirement benefits commence prior to Messrs. Meeuwsen's or Smits' attainment
of age 65 because of their death, or if the executive officer requests
acceleration of his benefit payments (and the Compensation Committee consents
to such acceleration), the amount of the monthly payment will be reduced to
reflect a 6% discount rate compounded monthly. These supplemental retirement
agreement are subject to the same parachute payment limitations that govern
the employment agreements.
Salary Continuation Agreements. On April 28, 1994, the Savings Bank entered
into a salary continuation agreement with Mr. Smits in order to make Mr. Smits
whole for certain Prime Federal benefits foregone as a result of the merger of
Prime Federal into the Savings Bank. The salary continuation agreement
provides for the vesting of benefits over a three year period. Upon
termination of Mr. Smits' employment for any reason other than termination by
the Savings Bank for cause: (i) after completing less than one year of
employment with the Savings Bank, Mr. Smits would receive no benefit; (ii)
after completing one year but prior to completing two years of employment with
the Savings Bank, Mr. Smits would receive $8,800 per year for a period of ten
years; (iii) after completing two years but prior to completing three years of
employment with the Savings Bank, Mr. Smits would receive $17,600 per year for
a period of ten years; and (iv) after completing at least three years of
employment with the Savings Bank, Mr. Smits would receive $26,400 per year for
a period of ten years. Should Mr. Smits' employment be terminated by the
Savings Bank without cause or by Mr. Smits for cause, or as a result of a
change in control, all as defined in his employment agreement, or should the
termination be due to Mr. Smits' death or total and permanent disability,
then, notwithstanding the foregoing, Mr. Smits or his designated beneficiary,
as the case may be, would receive $26,400 per year for a period of ten years.
The salary continuation agreement is subject to the same parachute payment
limitations that govern the employment agreements.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth information regarding stock option grants during
the last fiscal year to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
FOR OPTION
INDIVIDUAL GRANTS(1)(2) TERM(3)
- - ---------------------------------------------------------------------- ----------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------------ ------------ -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Meeuwsen..... 7,500 21.4% $15.75 1/17/2006 $74,300 $188,291
Richard C. Smits........ 5,500 15.7% $15.75 1/17/2006 $54,487 $138,080
</TABLE>
10
<PAGE>
- - --------
(1) No SARs were granted during fiscal 1996.
(2) The stock option/SAR plans are administered by the Compensation Committee
of the Board of Directors which designates the persons to be granted
options/SARs, the type of option and the date of grant. The Compensation
Committee also determines the number of shares subject to such options,
the option price and the time or times at which each option will first
become exercisable in whole or in part. The table reflects grants of
incentive stock options on January 17, 1996 pursuant to the 1994 Executive
Stock Plan. The per share option exercise prices are 100% of the fair
market value of First Northern Common Stock on the date of grant and the
term of each option is ten years. Options granted become exercisable in
one-third increments in each year, beginning one year after the date of
grant. Upon the death, disability or retirement of the grantee or a change
in control of First Northern, these options will become immediately
exercisable.
(3) The dollar amounts in these columns are the result of calculations at the
5% and 10% stock appreciation rates set by the SEC and therefore do not
forecast possible future appreciation, if any, of First Northern's Common
Stock price.
OPTION EXERCISES AND YEAR-END VALUES
The table below sets forth information concerning stock option exercises
during the last fiscal year and the number and value of options outstanding at
the end of the last fiscal year for the executive officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)
- - ---------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR-END
FISCAL YEAR-END (#) ($)(2)
SHARES ------------------- ----------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Michael D. Meeuwsen..... 5,214 $38,622 46,258/14,700 $338,774/$25,118
Richard C. Smits........ 2,500 $30,713 10,465/10,500 $109,985/$20,250
</TABLE>
- - --------
(1) No SARs are outstanding.
(2) Based on the $16.25 market price of First Northern Common Stock on the
National Association of Securities Dealers Automated Quotations
("NASDAQ")/National Market System at the end of the fiscal year.
11
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total stockholder
return on First Northern Common Stock, based on the market price of the Common
Stock and assuming reinvestment of cash dividends, with the cumulative total
return of U.S. companies on the NASDAQ System Stock Market Index and the
NASDAQ System Bank Stocks Index. The graph assumes $100 was invested on
December 31, 1991 in First Northern Common Stock, the NASDAQ Stock Market
(U.S. Companies) Index and the NASDAQ Bank Stocks Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
LOGO
<TABLE>
<CAPTION>
STOCK/INDEX 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
----------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
First Northern Common
Stock................... $100.00 $155.60 $188.10 $148.10 $216.30 $220.90
NASDAQ Stock Market...... 100.00 116.40 133.60 130.60 184.70 227.20
NASDAQ Bank Stocks....... 100.00 145.60 166.00 165.40 246.30 325.60
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Thomas J. Lopina, Sr., a member of the Compensation Committee, has
outstanding loans from the Savings Bank in an aggregate amount exceeding
$60,000. As of January 1, 1997, Mr. Lopina's outstanding loans were converted
to the Savings Bank's pre-FIRREA policy. (See "Certain Transactions with First
Northern.") Mr. Lopina's loans included: a mortgage loan originated June 23,
1993 in the amount of $110,000, with a balance of $105,091 at December 31,
1996, a current interest rate of 4.75% and a note rate of 6.25%; and an auto
loan originated January 26, 1996 in the amount of $23,500, with a balance at
December 31, 1996 of $15,244, a current interest rate of 5.75% and a note rate
of 9.00%. Such loans were made in the ordinary course of business and do not
involve more than the normal risk of collectibility or present other
unfavorable features. For a description of First Northern's policies with
respect to loans to officers, directors and employees, see "Certain
Transactions with First Northern" below.
12
<PAGE>
CERTAIN TRANSACTIONS WITH FIRST NORTHERN
Through the Savings Bank, First Northern makes home mortgage and consumer
loans to its and its subsidiaries' officers, directors and employees in the
ordinary course of its business. Prior to the August 9, 1989 passage of the
Financial Institutions Reform, Recovery and Enforcement Act ("FIRREA"),
adjustable interest rate mortgage loans were originated at current market
rates but modified to a rate rounded up to the nearest 0.25% above the Savings
Bank's cost of money and the borrowers were not charged loan origination fees
(other than reimbursement of out-of-pocket costs). Under such loans, if the
employment, or service as a director, of the borrower terminates, and the
then-current employee interest rate is below the note rate, the interest rate
reverts to the rate provided for in the mortgage note. Upon the passage of
FIRREA, any executive officer or director obtaining a loan from the Savings
Bank was required to pay the current market rate and associated origination
fees. Other officers and employees were not subject to FIRREA's restrictions.
Effective November 8, 1996, regulations affecting loans to directors and
executive officers were changed to allow such loans on the same terms and
conditions offered to other employees as part of a benefit and compensation
package. Accordingly, the Savings Bank has reinstated its pre-FIRREA policy
for all employees and directors. Under present policy, all directors, officers
and employees receive the above-described modified loan rates and are not
charged loan origination fees (other than reimbursement of out-of-pocket
costs). Management believes that the loans made to directors, officers and
employees do not involve more than the normal risk of collectibility or
present other unfavorable features.
Mr. Meeuwsen and certain other directors or executive officers have one or
more outstanding loans made by the Savings Bank which exceeded $60,000 in
aggregate amount since January 1, 1996. These loans were made on substantially
the same terms, including interest rate and collateral, as those prevailing at
the time for comparable transactions with other customers.
The following table sets forth certain data relating to existing loans to
other directors and executive officers of First Northern where the aggregate
amount of such loans exceeded $60,000 at any time since January 1, 1996 and
the interest rate was below that offered to all other customers for comparable
transactions. (See "Compensation Committee Interlocks and Insider
Participation" with respect to loans to Mr. Lopina).
<TABLE>
<CAPTION>
ORIGINAL INTEREST
AMOUNT BALANCE RATE DURING
DATE OF OF LOAN AS OF LAST FISCAL NOTE
NAME AND POSITION TYPE LOAN (1) 12/31/96 YEAR RATE
----------------- ---- -------- -------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Richard E. Aicher....... Mortgage 03/31/88 $115,000 $ 86,821 4.75%(2) 8.75%
Vice President,
Lending, Savings Bank
Marla J. Carr........... Mortgage 05/31/89 131,800 91,969 4.75(2) 9.75
Vice President,
Human Resources and
Secretary,
First Northern and
Savings Bank
John E. Steinbrecker.... Mortgage 03/27/86 90,400 63,657 4.75(2) 10.00
Vice President,
Retail Deposits and
Brokerage Services,
Savings Bank
Howard M. Frankenthal... Mortgage 03/18/88 300,000 217,637 4.75(2) 7.75
Director
</TABLE>
- - --------
(1) The largest unpaid balance during 1996 was less than the original amount
of the respective loan.
(2) On January 1, 1997, in accordance with First Northern's mortgage loan
policy for directors, officers and employees, the interest rate on
mortgage loans for officers and directors remained at 4.75%.
First Northern and its subsidiaries obtain their commercial liability
insurance (including property and casualty and directors' and officers'
liability insurance) through Vincent, Urban, Walker and Associates, Inc.
13
<PAGE>
("Vincent"), a general insurance agency, for which they paid $199,239 in
premiums in 1996. Mr. Feldhausen, who was a director of First Northern and the
Savings Bank until December 31, 1996, was a stockholder in and a Vice
President of Vincent. The Board of Directors of First Northern believes that
the terms of the transactions with Vincent were as favorable to First Northern
and its subsidiaries as could have been obtained from an unaffiliated party.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, First Northern's directors, its executive
officers and any person holding more than 10% of the Common Stock are required
to report their initial ownership of the Common Stock and any subsequent
change in that ownership to the SEC. Specific due dates for these reports have
been established and First Northern is required to disclose in this Proxy
Statement any failure to file such reports by these dates during the last
fiscal year. Based solely on its review of copies of such reports received by
it and written representations that no other reports were required, First
Northern believes that during fiscal 1996 its executive officers and directors
complied with all such applicable filing requirements.
AUDITORS
The Board of Directors, acting on the recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP as independent auditors to audit
the books and accounts of First Northern for fiscal 1997. Ernst & Young LLP
has audited the accounts of First Northern since 1978. Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting to respond
to appropriate questions and to make a statement if they so desire.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received by the Secretary of First Northern,
Ms. Marla J. Carr, no later than November 21, 1997 in order to be considered
for inclusion in next year's annual meeting proxy material. Stockholders
wishing to propose any floor nominations for director or floor proposals at
the 1998 annual meeting must provide notice thereof containing certain
specified information as required by the Bylaws to First Northern's Secretary
so as to be received at least 70 days and not more than 100 days prior to the
scheduled date of such annual meeting.
By Order of the Board of Directors
/s/ Marla J. Carr
Marla J. Carr
Vice President and Secretary
Green Bay, Wisconsin
March 21, 1997
A COPY (WITHOUT EXHIBITS) OF FIRST NORTHERN'S ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996 IS AVAILABLE WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL
OWNER OF FIRST NORTHERN COMMON STOCK, AS OF FEBRUARY 28, 1997, ON THE WRITTEN
REQUEST OF SUCH PERSON DIRECTED TO: MARLA J. CARR, VICE PRESIDENT AND
SECRETARY, FIRST NORTHERN CAPITAL CORP., 201 NORTH MONROE AVENUE, P.O. BOX
23100, GREEN BAY, WISCONSIN 54305-3100.
14
<PAGE>
FIRST NORTHERN CAPITAL CORP.
PROXY/VOTING INSTRUCTIONS FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael D. Meeuwsen and Richard C. Smits, and
each of them, as proxies, with full power of substitution, and hereby
authorizes them to represent and to vote all shares of common stock which the
undersigned is entitled to vote, with all powers the undersigned would possess
if personally present, at the Annual Meeting of Stockholders of First Northern
Capital Corp. ("First Northern") to be held at the Holiday Inn City Centre, 200
Main Street, Green Bay, Wisconsin, at 10:00 a.m., Central Time, on Wednesday,
April 30, 1997, or at any adjournment thereof, as follows, hereby revoking any
proxy previously given:
1. Election of Directors:
[_] FOR all nominees listed below for terms expiring in
2000 (except as marked to the contrary below)
[_] WITHHOLD AUTHORITY to vote
for all nominees listed below
THOMAS J. LOPINA, SR. AND ROBERT B. OLSON
(INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name on the line below.)
-----------------------------------------------------------------------------
2. In their discretion, on such other matters as may properly come before the
Annual Meeting or any adjournment thereof; all as described and set forth in
the Notice and Proxy Statement relating to the Annual Meeting, receipt of
which are hereby acknowledged.
If you hold shares of First Northern common stock in First Northern's
Dividend Reinvestment Plan or First Northern Savings Bank, S.A.'s 401(k)
Savings Plan, this proxy constitutes voting instructions for any shares so held
by the undersigned.
(Continued and to be signed on reverse side)
(Continued from reverse side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1.
Dated: ______________________ , 1997
------------------------------------
(Please sign exactly as name
appears at left.)
------------------------------------
(If stock is owned by more than one
person, all owners must sign.
Persons signing as executors,
administrators, trustees or in
similar capacities should so
indicate. If a corporation, please
sign in full corporate name by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
