<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (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
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] 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 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)(1) 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>
FIRST NORTHERN CAPITAL CORP.
201 NORTH MONROE AVENUE P.O. BOX 23100 GREEN BAY, WISCONSIN 54305-3100
(920) 437-7101
March 17, 1998
Dear Stockholder:
You are cordially invited to attend First Northern Capital Corp.'s 1998
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
22, 1998.
First Northern's Notice of Annual Meeting of Stockholders and Proxy Statement
describes the business to be conducted at the Annual Meeting. If you plan to
attend the Annual Meeting, please return the enclosed reply form.
Instead of our traditional annual report to stockholders, we have enclosed a
copy of First Northern's Summary Annual Report. A copy of the Annual Report on
Form 10-K for the year ended December 31, 1997 is attached to the Proxy
Statement. We feel that the new format gives you more information at less cost.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting we urge
you to MARK, SIGN, DATE AND RETURN YOUR PROXY FORM 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
(920) 437-7101
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 1998
----------------
To the Stockholders of First Northern Capital Corp.:
The 1998 Annual Meeting of Stockholders of First Northern Capital Corp.
("First Northern") will be held on Wednesday, April 22, 1998, 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 2001;
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 27, 1998
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 17, 1998
YOUR VOTE IS IMPORTANT
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
(920) 437-7101
----------------
SOLICITATION AND VOTING
This Proxy Statement and accompanying proxy are furnished to the
stockholders of First Northern Capital Corp. ("First Northern" or the
"Corporation") 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 22, 1998 (the "Annual Meeting"), and at any
adjournment thereof. The 1997 Annual Report on Form 10-K (the "10-K"), which
accompanies this Proxy Statement, contains financial statements and certain
other information concerning First Northern. The 10-K and such financial
statements are neither a part of this Proxy Statement nor incorporated herein
by reference. The proxy material and 10-K are being mailed to stockholders
commencing on or about March 17, 1998.
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 refer to the
Savings Bank.
The Board of Directors has fixed the close of business on February 27, 1998
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 8,922,023 shares of Common Stock outstanding. All
share and per share data in this Proxy Statement have been adjusted to reflect
the two-for-one stock split effected August 18, 1997.
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.
<PAGE>
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 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.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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>
Richard E. Aicher.......................... 88,298(3) 0.98%
Rick B. Colberg............................ 108,284(4) 1.21
Howard M. Frankenthal...................... 279,581(5) 3.12
Thomas J. Lopina, Sr....................... 54,540(6) 0.61
Michael D. Meeuwsen........................ 206,509(7) 2.29
Robert J. Mettner.......................... 64,796(8) 0.73
Robert B. Olson............................ 76,410(9) 0.86
Richard C. Smits........................... 125,189(10) 1.40
J. Gus Swoboda............................. 43,924(11) 0.49
Steven L. Wilmet........................... 99,529(12) 1.11
All directors and executive officers as a
group
(13 persons).............................. 1,574,988(13) 16.86
</TABLE>
- - --------
(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. Aicher--
42,145; Mr. Colberg--52,169; Mr. Frankenthal--29,124; Mr. Lopina--21,600;
Mr. Meeuwsen--109,427; Mr. Mettner--7,200; Mr. Olson--1,200; Mr. Smits--0;
Mr. Swoboda--25,200; and Mr. Wilmet--23,483. All directors and executive
officers as a group hold options for 421,551 shares deemed to be
beneficially owned.
(3) Includes 33,040 shares as to which voting and investment power is shared.
(4) Includes 39,622 shares as to which voting and investment power is shared.
(5) Includes 56,600 shares held by Frankenthal International, Ltd. Pension and
Profit Sharing Trust, under which Mr. Frankenthal serves as trustee.
Includes 6,000 shares held by Mr. Frankenthal's wife, as to which he
disclaims beneficial ownership.
(6) Includes 5,200 shares held by Mr. Lopina's wife as custodian for a son and
6,400 shares held by Mr. Lopina's wife directly, all as to which voting
and investment power is shared.
(7) Includes 61,354 shares as to which voting and investment power is shared,
and 35,644 shares held in Mr. Meeuwsen's 401(k) Plan account, as to which
investment power is shared.
(8) Includes 50,704 shares as to which voting and investment power is shared.
(9) Includes 75,210 shares as to which voting and investment power is shared.
(10) Includes 4,524 shares held by Mr. Smits' wife, as to which voting and
investment power is shared, and 92,673 additional shares as to which Mr.
Smits shares voting and investment power.
(11) Includes 17,324 shares held by Mr. Swoboda's wife, as to which voting and
investment power is shared, and 1,400 additional shares as to which Mr.
Swoboda shares voting and investment power.
(12) Includes 43,930 shares as to which voting and investment power is shared.
(13) Includes 444,441 shares as to which voting and investment power is shared
and 279,271 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, Mr. Colberg and one
other executive officer of First Northern) have the power of disposition
in all other circumstances.
3
<PAGE>
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.
Messrs. Michael D. Meeuwsen and J. Gus Swoboda, the directors whose present
terms expire at the Annual Meeting, are being nominated for re-election as
directors for terms expiring in 2001. Shares represented by proxies received
from stockholders will be voted for the election of Messrs. Meeuwsen and
Swoboda 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 2001
<C> <S> <C>
Michael D. Meeuwsen... President and Chief Executive Officer of 1988
44 First Northern and the Savings Bank.
J. Gus Swoboda........ Retired; prior to July, 1997, Senior Vice 1987
62 (5)(6) President, Human and Corporate Development,
Wisconsin Public Service Corporation, Green
Bay, Wisconsin--an electric and gas utility
company.
Continuing Directors--Terms Expiring in 2000
Thomas J. Lopina, Sr.. Associate, Spectrum Solutions, Inc., 1979
60 (5)(6) Oshkosh, Wisconsin--a small business
consulting firm. Prior to October, 1997,
President, Chief Executive Officer and
Director of Ingersoll Equipment Co., Inc.,
Winneconne, Wisconsin--a manufacturer of
outdoor power equipment.
Robert B. Olson....... Vice President of Manufacturing Operations, 1997
60 (3)(6) Little Rapids Corporation, Green Bay,
Wisconsin--a specialty paper producer.
Director of Prime Federal Bank, FSB ("Prime
Federal"), which was merged into the
Savings Bank in 1994, from 1982 to 1994.
Continuing Directors--Terms Expiring in 1999
Howard M. Frankenthal. President and Director, Frankenthal 1988
44 (3)(5) International, Ltd., Mequon, Wisconsin--a
meat wholesaler.
Robert J. Mettner..... Retired; formerly Chairman of the Board of 1994(4)
68 (3) Prime Federal from 1992 to 1994.
Richard C. Smits...... Retired; formerly Executive Vice President 1994(4)
59 and Chief Operating Officer of First
Northern and the Savings Bank from 1994 to
1997. From 1992 to 1994, President and
Chief Executive Officer of Prime Federal.
</TABLE>
4
<PAGE>
- - --------
(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.
(3) Member of the Audit Committee, of which Mr. Mettner is Chairman. The Audit
Committee held four meetings in 1997. 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, adequacy of internal
controls, adoption of accounting methods and procedures, public
disclosures required for compliance with securities laws and other matters
relating to First Northern's financial accounting and reporting. Both the
internal auditor and independent auditors meet periodically with the Audit
Committee and have access to the Audit Committee.
(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
nine meetings in 1997. 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. In addition, any Board member can be an alternate member
of the Executive Committee to establish a quorum.
(6) Member of the Compensation Committee, of which Mr. Lopina is Chairman. The
Compensation Committee held four meetings in 1997. 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 Nominating Committee is comprised of the entire Board of Directors. The
Nominating Committee held one meeting in 1997. The Nominating Committee's sole
function is to propose nominees for the position of director. 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 thirteen meetings in 1997. 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 1997, 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 were 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. Effective in 1998, the per hour compensation for committee meetings
was increased to $125 per hour.
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 140,000 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.
5
<PAGE>
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 3,600 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,
February 3, 1997 and February 2, 1998 were at exercise prices of $6.38, $7.88,
$8.25 and $12.75 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 14,400 shares had been exercised,
options for 68,400 shares were outstanding and 57,200 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 and are
structured to attract, motivate and retain high caliber executives to ensure
the future growth and profitability of the Corporation. The Compensation
Committee was comprised of three outside directors during 1997. 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.
6
<PAGE>
The Compensation Committee's executive compensation objectives and practices
generally reflect First Northern's efforts to retain and motivate executive
officers by providing a total compensation package which is competitive in the
financial services industry and is based on corporate and individual
performance. The Compensation Committee believes that compensation for First
Northern executive officers should exhibit a pay-for-performance orientation.
Compensation for First Northern's executive officers currently consists of
three components--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.
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. 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. Historically, the success of First Northern's compensation
practices has been evidenced by lower-than-industry-average turnover, 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 establish a base salary range for
each executive officer position. Base salary range midpoints are established
consistent with median base salaries paid to individuals who hold comparable
positions at other financial and non-financial institutions as well as through
an internal evaluation of the responsibilities of each position. 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. Although a great deal of objective performance criteria is
reviewed, the Compensation Committee does exercise a certain amount of
subjective evaluation in making executive compensation decisions.
Annual Incentive Compensation. In addition to base salary, First Northern
provides an incentive bonus program through the Savings Bank's Management
Incentive Plan ("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 were 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 1997, 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 3.5% to 50% of
base salary. Since First Northern's return on average assets ratio for 1997
exceeded the financial performance target, the actual range of bonuses paid
for 1997 was 8.6% to 28.5% 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
7
<PAGE>
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. The actual number of shares granted is adjusted based on a number of
internal and external factors relating to corporate performance. 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 strategy.
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
1997, Mr. Meeuwsen had a base salary of $158,000, which the Compensation
Committee determined to be appropriate based upon industry pay practices for
chief executive officers. The bonus earned by Mr. Meeuwsen in fiscal 1997
under the MIP was 28.5% of his base salary, determined in the manner described
above. Mr. Meeuwsen was also granted a stock option during the last fiscal
year for 20,000 shares, in accordance with the formula described above.
Thomas J. Lopina, Robert B. Olson J. Gus Swoboda
Sr.
Chairperson
Compensation Committee
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation
of the Chief Executive Officer and the other four most highly compensated
executive officers for services in all capacities to First Northern and its
subsidiaries for the last three fiscal years. All such compensation was paid
by the Savings Bank.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
------------------------ ------------
AWARDS
------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL OPTIONS/SARS COMPENSATION
POSITION YEAR SALARY($)(2) BONUS($)(3) (#)(4) ($)(5)
------------------ ---- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Michael D. Meeuwsen..... 1997 $172,400 $45,000 20,000 $15,944
President and CEO of 1996 $166,400 $40,000 15,000 $14,784
First Northern 1995 $157,175 $30,000 17,000 $12,400
and the Savings Bank
Richard C. Smits(6)..... 1997 $104,100 $25,365 15,000 $ 2,720
Executive Vice 1996 $148,100 $35,000 11,000 $13,434
President and COO 1995 $139,725 $26,500 15,000 $11,360
of First Northern and
the Savings Bank
Steven L. Wilmet........ 1997 $ 80,975 $22,000 10,000 $ 8,008
Senior Vice President-- 1996 $ 77,700 $16,000 6,000 $ 7,120
Operations 1995 $ 74,525 $12,000 7,000 $ 6,160
and Branch Development
of the Savings Bank
Richard E. Aicher....... 1997 $ 79,600 $21,800 10,000 $ 7,768
Senior Vice President-- 1996 $ 76,000 $16,000 6,000 $ 6,880
Lending of the 1995 $ 72,500 $12,000 7,000 $ 5,847
Savings Bank
Rick B. Colberg......... 1997 $ 79,175 $21,800 10,000 $ 7,864
Senior Vice President, 1996 $ 75,700 $16,000 6,000 $ 7,000
CFO and 1995 $ 71,900 $12,500 7,000 $ 5,985
Treasurer of the
Savings Bank;
Vice President, CFO and
Treasurer of
First Northern
</TABLE>
8
<PAGE>
- - --------
(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 any First Northern and/or subsidiaries Board of Directors' fees
paid to the individual while serving as an executive officer.
(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) Mr. Smits retired October 31, 1997 as Executive Vice President and Chief
Operating Officer of First Northern and the Savings Bank. Mr. Smits
remains a director of the Savings Bank and First Northern.
EMPLOYMENT AND RETIREMENT ARRANGEMENTS
Employment Agreements. The Savings Bank has employment agreements with the
executive officers named in the Summary Compensation Table, except for Mr.
Smits who retired in 1997 and had such an employment agreement prior to his
retirement. Messrs. Meeuwsen's, Aicher's and Colberg's agreements were entered
into in 1990; Mr. Wilmet's agreement was entered into in 1994. The initial
terms of the employment agreements are five years for Mr. Meeuwsen and three
years for the other executives. Messrs. Meeuwsen's, Aicher's and Colberg's
employment agreements are 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. Wilmet's 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 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 the executives' 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, the executives 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. Each executive's employment agreement defines retirement to mean
retirement in accordance with and pursuant to
9
<PAGE>
any retirement plan of the Savings Bank generally applicable to its executive
officers or in accordance with any arrangements established with the
executive's consent. Mr. Smits' employment agreement defined retirement to
mean the point in time after he reached 55 years of age at which he gave
notice to the Savings Bank that he was retiring.
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, the executive would be entitled to receive 100% of 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 months for Mr. Meeuwsen and
36 months for the other executives 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 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, including all of the executive officers named in the
Summary Compensation Table except Mr. Wilmet and Mr. Smits. In 1995, the
Savings Bank entered into a supplemental retirement agreement with Mr. Smits.
Under these 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 Messrs.
Meeuwsen's, Aicher's and Colberg's supplemental retirement benefits vest, they
or their beneficiary will receive a total of 180 monthly payments of $7,472,
$3,965 and $2,646 per month, respectively, commencing on the first day of the
month following the earlier of their respective attainment of age 65 or their
death. Mr. Smits' supplemental retirement benefit is vested and he or his
beneficiary will receive $866 per month commencing on the first day of the
month following the earlier of his attainment of age 65 or his death. If the
supplemental retirement benefits commence prior to the executive's attainment
of age 65 because
10
<PAGE>
of his 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
provided for the vesting of benefits over a three year period, which Mr. Smits
attained. Accordingly, Mr. Smits or his designated beneficiary, as the case
may be, will receive $26,400 per year for a period of ten years following his
retirement in 1997 pursuant to this agreement.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The table below sets forth information regarding stock option grants during
the last fiscal year to the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)(2)
-----------------------------
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION
SECURITIES OPTIONS/SARS FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM(3)
OPTIONS/SARS EMPLOYEES IN BASE EXPIRATION -----------------
NAME GRANTED(#) FISCAL YEAR PRICE ($/SH) DATE 5%($) 10%($)
---- ------------ ---------------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Meeuwsen..... 20,000 21.1% $8.38 1/17/2007 $105,420 $267,154
Richard C. Smits........ 15,000 15.8% $8.38 1/17/2007 $ 79,065 $200,366
Steven L. Wilmet........ 10,000 10.5% $8.38 1/17/2007 $ 52,710 $133,577
Richard E. Aicher....... 10,000 10.5% $8.38 1/17/2007 $ 52,710 $133,577
Rick B. Colberg......... 10,000 10.5% $8.38 1/17/2007 $ 52,710 $133,577
</TABLE>
- - --------
(1) No SARs were granted during fiscal 1997.
(2) The stock option/SAR plans are administered by the Compensation Committee
of the Board of Directors which designates the persons to be granted
options/SARs, the type of option and the date of grant. The Compensation
Committee also determines the number of shares subject to such options,
the option price and the time or times at which each option will first
become exercisable in whole or in part. The table reflects grants of stock
options on January 17, 1997 pursuant to the 1994 Executive Stock Plan. The
per share option exercise prices are 100% of the fair market value of
First Northern Common Stock on the date of grant and the term of each
option is ten years. Options granted become exercisable in one-third
increments in each year, beginning one year after the date of grant. Upon
the death, disability or retirement of the grantee or a change in control
of First Northern, these options will become immediately exercisable.
(3) The dollar amounts in these columns are the result of calculations at the
5% and 10% stock appreciation rates set by the SEC and therefore do not
forecast possible future appreciation, if any, of First Northern's Common
Stock price.
11
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The table below sets forth information concerning stock option exercises
during the last fiscal year and the number and value of options outstanding at
the end of the last fiscal year for the executive officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES(1)
- - -------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FISCAL YEAR- AT FISCAL YEAR-
SHARES END (#) END ($)(2)
ACQUIRED ON --------------- -----------------
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------ --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Meeuwsen..... 9,156 $ 43,218 97,093/35,667 $879,718/$216,783
Richard C. Smits........ 15,930 $139,678 41,000/ 0 $265,920/$ 0
Steven L. Wilmet........ 4,600 $ 30,958 20,417/16,333 $215,965/$ 98,457
Richard E. Aicher....... 10,452 $ 51,220 37,491/16,333 $330,563/$ 98,457
Rick B. Colberg......... 5,906 $ 45,300 47,729/16,333 $438,542/$ 98,457
</TABLE>
- - --------
(1) No SARs are outstanding.
(2) Based on the $14.00 market price of First Northern Common Stock on The
Nasdaq Stock Market, Inc.'s ("NASDAQ") National Market at the end of the
fiscal year.
12
<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, 1992 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
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
STOCK/INDEX 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
----------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
First Northern Common
Stock................... $100.00 $120.90 $ 95.20 $139.00 $142.00 $251.90
NASDAQ Stock Market...... $100.00 $114.80 $112.20 $158.70 $195.20 $239.50
NASDAQ Bank Stocks....... $100.00 $114.00 $113.60 $169.20 $223.40 $377.40
</TABLE>
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Thomas J. Lopina, Sr. and Mr. Robert B. Olson, members of the
Compensation Committee, have 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 $101,671 at December 31, 1997, a current interest rate of 5.00%
(4.75% during 1997) 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, 1997
of $-0-, which had an actual interest rate of 5.75% and a note rate of 9.00%.
Mr. Olson's loans included: a mortgage loan originated February 28, 1990 in
the amount of $100,000, with a balance of $22,933 at December 31, 1997, a
current interest rate of 7.25% and a note rate of 9.75%; and a mortgage loan
originated July 31, 1997, in an amount of $160,000, with a balance of $159,126
at December 31, 1997 with a current and note rate of 7.375%. 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."
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 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 originating 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, on
January 1, 1997, the Savings Bank reinstated its pre-FIRREA policy for all
employees and directors. Under its 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.
14
<PAGE>
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, 1997 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 and Mr. Olson).
<TABLE>
<CAPTION>
ORIGINAL INTEREST
AMOUNT BALANCE RATE DURING
DATE OF OF AS OF LAST FISCAL NOTE
NAME AND POSITION TYPE LOAN LOAN(1) 12/31/97 YEAR RATE
----------------- -------- -------- -------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Richard E. Aicher....... Mortgage 03/31/88 $115,000 $ 84,291 4.75%(2) 8.75%
Senior Vice President--
Lending, Savings Bank
Marla J. Carr........... Mortgage 05/31/89 131,800 84,170 4.75(2) 9.75
Senior Vice President--
Human Resources and
Secretary, First
Northern and
Savings Bank
Rick B. Colberg......... Mortgage 08/15/80 72,000 13,108 4.75(2) 11.25
Senior Vice President, Second
CFO and Mortgage 11/06/96 87,400 83,866 8.50 8.50
Treasurer of Savings
Bank; Vice President,
CFO and Treasurer of
First Northern
Michael D. Meeuwsen..... Mortgage 02/24/97 156,000 145,823 4.75(2) 7.25
President and CEO of Second
First Northern and Mortgage 07/11/91 100,000 32,599 7.95 7.95
Savings Bank
John E. Steinbrecker.... Mortgage 03/27/86 90,400 61,598 4.75(2) 10.00
Senior Vice President--
Retail Deposits and
Brokerage Services,
Savings Bank
Steven L. Wilmet........ Mortgage 06/17/97 130,000 129,156 4.75(2) 7.25
Senior Vice President-- Second
Operations and Mortgage 06/17/97 18,000 8,114 7.95 (3)
Branch Development of
Savings Bank
Howard M. Frankenthal... Mortgage 03/18/88 300,000 206,808 4.75(2) 7.75
Director
</TABLE>
- - --------
(1) The largest unpaid balance during 1997 was less than the original amount
of the respective loan.
(2) On January 1, 1998, in accordance with First Northern's mortgage loan
policy for directors, officers and employees, the interest rate on
mortgage loans for officers and directors is 5.00%.
(3) The note interest rate is prime rate plus 2.00%; however, an introductory
offering interest rate of 7.95% is extended to all customers for one year
after the date of the loan.
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 1997 its executive officers and directors
complied with all such applicable filing requirements. There are no known 10%
beneficial owners.
15
<PAGE>
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 1998. 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 17, 1998 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 1999 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 17, 1998
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, 1997 IS ATTACHED TO THIS PROXY STATEMENT. FIRST NORTHERN WILL
PROVIDE AN ADDITIONAL COPY OF THE 10-K WITHOUT CHARGE TO ANY RECORD OR
BENEFICIAL OWNER OF FIRST NORTHERN COMMON STOCK 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.
16
<PAGE>
FIRST NORTHERN CAPITAL CORP.
PROXY/VOTING INSTRUCTIONS FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas J. Lopina, Sr. 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 22, 1998, or at any adjournment thereof, as follows, hereby revoking any
proxy previously given:
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.
(SEE REVERSE SIDE TO VOTE)
<PAGE>
FIRST NORTHERN CAPITAL CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(SEE REVERSE SIDE)
. DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED .
- - --------------------------------------------------------------------------------
FIRST NORTHERN CAPITAL CORP. 1998 ANNUAL MEETING
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS 1. Michael D. Meeuwsen 2. J. Gus Swoboda
[_] FOR All nominees listed above (except as specified below)
[_] WITHHOLD Authority to vote for all nominees above.
______________________________________________
(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 proxy holders are authorized to vote 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.
Address Change? Date_____________________ NO. OF SHARES
Mark Box [_] ________________________________________________________________
Indicate changes below: | |
| |
| |
| |
| |
|_______________________________________________________________|
Signature(s) in Box
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. 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 authorized person.
</TABLE>
