WASHINGTON BANCORP
102 East Main Street
Washington, Iowa 52353
(319) 653-7256
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 17, 2000
Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting")
of Washington Bancorp (the "Company") will be held at the Company's office
located at 102 East Main Street, Washington, Iowa at 4:00 p.m., Washington, Iowa
time, on October 17, 2000.
A proxy card and a proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of McGladrey & Pullen, LLP as the
auditors of the Company for the fiscal year ending June 30, 2001;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date
specified above, or on any date or dates to which the Meeting may be adjourned.
Stockholders of record at the close of business on August 31, 2000 are the
stockholders entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Stan Carlson
-------------------------------------
Stan Carlson
President and Chief Executive Officer
Washington, Iowa
September 15, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
WASHINGTON BANCORP
102 East Main Street
Washington, Iowa 52353
(319) 653-7256
ANNUAL MEETING OF STOCKHOLDERS
October 17, 2000
This proxy statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Washington Bancorp ("Washington," and with its
subsidiaries, the "Company"), the parent company of Washington Federal Savings
Bank ("Washington Federal") and Rubio Savings Bank of Brighton ("Rubio,"
collectively with Washington Federal, the "Banks"), of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting"), which will be
held at the Company's office located at 102 East Main Street, Washington, Iowa
on October 17, 2000, at 4:00 p.m., Washington, Iowa time, and all adjournments
of the Meeting. The accompanying Notice of Annual Meeting, proxy card and this
proxy statement are first being mailed to stockholders on or about September 15,
2000.
At the Meeting, stockholders of the Company are being asked to consider and vote
upon the election of three directors and the ratification of the appointment of
McGladrey & Pullen, LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), represented at the Meeting by properly executed proxies received prior
to or at the Meeting, and not revoked, will be voted at the Meeting in
accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the director nominees and the other
proposal set forth in this proxy statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes of the shares present or
represented by proxy at the Meeting. The ratification of the appointment of
McGladrey & Pullen, LLP as auditors requires the affirmative vote of a majority
of the votes present in person or represented by proxy at the Meeting and
entitled to vote on the matter. Proxies marked to abstain and broker non-votes
have no effect on the vote. One-third of the shares of the Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time before it
is voted. Proxies may be revoked by: (i) filing with the Secretary of the
Company at or before the Meeting a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a subsequent proxy relating to the same
shares and delivering it to the Secretary of the Company at or before the
Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to the
Secretary, Washington Bancorp, 102 East Main Street, Washington, Iowa 52353.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on August 31, 2000 will be
entitled to one vote for each share of Common Stock then held. As of that date,
the Company had 540,034 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by management to beneficially own more than five
percent of the Common Stock, (ii) the Company's Chief Executive Officer and each
other executive officer whose salary and bonus for fiscal 2000 exceeded $100,000
(the "Named Officers") and (iii) all directors, nominees and executive officers
of the Company as a group.
Shares
Beneficially Percent
Beneficial Owner Owned of Class
--------------------------------------------------------------------------------
Over 5% Beneficial Owners
Washington Bancorp Employee Stock Ownership Plan .... 52,602(1) 9.74%
102 East Main Street
Washington, Iowa 52353
David G. McCurry and Susan H. McCurry ............. 48,500(2) 8.98%
2250 1st Avenue
Coralville, Iowa 52241
Named Officers
Stan Carlson ........................................ 35,297(3) 6.38%
102 East Main Street
Washington, Iowa 52353
Directors and executive officers of the Company ..... 122,140(4) 21.17%
as a group (11 persons)
----------------------
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), of which 16,884 have been allocated to accounts of
participants. First Bankers Trust Company, N.A., Quincy, Illinois, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held in the ESOP's suspense account or allocated shares for which no
voting instructions are received are voted by the trustee in the same
proportion as allocated shares voted by participants.
(2) As reported by David G. McCurry and Susan H. McCurry in a statement dated
as of November 10, 1999, on Schedule 13G under the Exchange Act. Mr. and
Mrs. McCurry are husband and wife. They own the shares as joint tenants
with the right of survivorship and claimed shared voting and dispositive
power in regards to all 48,500 shares.
(3) Includes shares held directly and jointly with family members, as well as
shares which are held in retirement accounts, or held by certain members of
the named individual's family, or held by trusts of which the named
individual is a trustee or substantial beneficiary, with respect to which
shares the named individual may be deemed to have sole or shared voting
and/or dispositive powers. Also includes 13,149 shares, which are subject
to options currently exercisable or exercisable within 60 days after August
31, 2000, granted under the Company's Stock Option and Incentive Plan (the
"Stock Option Plan"), and 2,631 shares of Common Stock awarded as
restricted shares under the Company's Recognition and Retention Plan (the
"RRP") which had vested as of August 31, 2000 or will vest within 60 days
of August 31, 2000.
(4) Includes shares held directly and jointly with family members, as well as
shares held in retirement accounts, or by certain members of the named
individuals' families, or held by trusts of which the named individual is a
trustee or substantial beneficiary, with respect to which shares the
respective individuals may be deemed to have sole or shared voting and/or
dispositive power. Also includes (i) 2,631, 677, 902, 902, 902, 440, 902,
1,754, 902 and 677 shares of Common Stock awarded as restricted stock under
the RRP to Mr. Carlson, Mr. Edwards, Mr. Gorham, Mr. Graber, Mr. Hofer, Mr.
Johnson, Mrs. Levy, Ms. Linge, Mr. Weeks and Mr. Wiley, respectively, which
had vested as of August 31, 2000 or will vest within 60 days of August 31,
2000, and (ii) 13,149, 1,692, 2,255, 2,255, 2,255, 4,384, 2,255, 4,384,
2,255 and 2,255 shares, subject to options granted under the Stock Option
Plan to Mr. Carlson, Mr. Edwards, Mr. Gorham, Mr. Graber, Mr. Hofer, Mr.
Johnson, Mrs. Levy, Ms. Linge, Mr. Weeks and Mr. Wiley, respectively, which
are currently exercisable or exercisable within 60 days after August 31,
2000. PROPOSAL I - ELECTION OF DIRECTORS
<PAGE>
The Company's Board of Directors is presently composed of eight members.
Directors of the Company are generally elected to serve for a three-year term or
until their respective successors shall have been elected and qualified.
Approximately one-third of the directors are elected annually.
The following table sets forth certain information regarding the Company's Board
of Directors, including their terms of office and nominees for election as
directors. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to one or more
nominees) will be voted at the Meeting for the election of the nominees
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any of the nominees might be unable to serve,
if elected. There are no arrangements or understandings between any director or
nominee and any other person pursuant to which such director or nominee was
selected.
<TABLE>
Shares of Common
Stock
Beneficially
Director Term to Owned at Percent
Name Age Positions Held in the Company Since Expire August 31, 2000(2) of Class
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nominees
--------
Stan Carlson 43 President, Chief Executive Officer 1993 2003 35,297 6.38%
and Director
Myron L. Graber 52 Director 1992 2003 10,252 1.89%
Rick R. Hofer 52 Chairman of the Board 1988 2003 11,157 2.06%
Directors Continuing in Office
------------------------------
Dean Edwards 64 Director 1968 2001 3,369 *
James D. Gorham 62 Director 1991 2001 3,657 *
Mary Levy 46 Director 1993 2001 10,157 1.87%
Richard L. Weeks 78 Director 1978 2002 21,812 4.02%
J. Richard Wiley 64 Director 1978 2002 4,432 *
<FN>
* Less than 1%.
(1) Includes service as a director of one of the Banks.
(2) Includes shares held directly, as well as, in retirement accounts, held by
certain members of the named individuals' families, or held by trusts of
which the named individual is a trustee or substantial beneficiary, with
respect to which the named individuals may be deemed to have sole voting
and investment power.
</FN>
</TABLE>
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years, except as otherwise indicated.
Stan Carlson is the President and Chief Executive Officer of Washington and
Washington Federal. Mr. Carlson is also the president of Rubio. He was elected
President and Chief Executive Officer of Washington Federal in 1993 and of the
Company upon its formation in 1995. He was elected President of Rubio in 2000.
Prior to 1993, he was Executive Vice President of Northwoods State Bank. Mr.
Carlson is the president of the Optimists Club, a past president of Washington
Athletic Booster Club, a past president of the Rotary Club, president-elect of
the Washington Community Y and a member of Immanuel Lutheran Church. Mr. Carlson
is a director of Washington Federal and a director of Rubio.
Myron L. Graber is President of Graber Home Improvement, Inc., a building
materials supply company in Washington, Iowa. Mr. Graber is also a member of
Habitat for Humanity, Washington Concert Association, and Washington Mennonite
Church. Mr. Graber is also a director of Washington Federal.
Rick R. Hofer has been the personnel and credit manager of Sitler Electric
Supply in Washington, Iowa since 1993. Prior to that time, he was the manager of
Spurgeon's Department Store for 20 years. Mr. Hofer is also a member of Noon
Kiwanis and St. James Church. Mr. Hofer is also a director of Washington
Federal.
<PAGE>
Dean Edwards was President and Chief Executive Officer of Rubio from 1981
through 1999. He is a past President of Iowa Bankers Association Group 11 and
past member of their Board of Directors. He is Treasurer of the Lake Darling
Youth Center and a charter member of the Brighton Lions Club. Mr. Edwards is
also a director of Rubio and Washington Federal.
James D. Gorham is a past District Agent for Northwestern Mutual Life Insurance
Co. and is currently a sales agent for Northwest Mutual Life Insurance Co. in
Washington, Iowa. Mr. Gorham is a past President of the Washington Economic
Development Group and also a member of Rotary, Sierra Club, Nature Conservatory
and Washington County Historical Society. Mr. Gorham is also a director of
Washington Federal.
Mary Levy is treasurer and co-owner of Mose Levy Co., Inc., a steel distributor
in Washington, Iowa. Mrs. Levy is also a member of Washington County Historical
Society, American Cancer Society, Iowa Natural Heritage Foundation, and the
Washington Community Y. Mrs. Levy is also a director of Washington Federal.
Richard L. Weeks is President and Owner of Sitler Electric Supply, Inc., an
electrical wholesaler and operator of two lighting showrooms in Washington and
Marion, Iowa. Mr. Weeks is also a member of Noon Kiwanis, Methodist Church,
Country Club, Washington Community Y, Masonic Lodge, Shriners, Washington County
I-Club, and the Athletic Club of Iowa City. Mr. Weeks is also a director of
Washington Federal.
J. Richard Wiley is the owner of Wiley Computer, a computer retailer in
Washington, Iowa. Prior to founding Wiley Computers, Mr. Wiley was the manager
of Apex Computer Systems in Iowa City, Iowa, the owner of Wiley's Mere Farm, a
family farm corporation and Iowa Computer Solutions, Inc., a computer retailer
in Washington, Iowa. Mr. Wiley is also a member of United Presbyterian Church,
Noon Kiwanis, and Farm Bureau. Mr. Wiley is also the Chairman of the Board of
Washington Federal.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's Board of
Directors are generally held on a quarterly basis. The Board of Directors of the
Company held nine meetings during the year ended June 30, 2000. No incumbent
director attended fewer than 75% of the total number of meetings held by the
Board of Directors and by all committees of the Board of Directors on which he
or she served during the year.
The Board of Directors of the Company has the same standing committees as
Washington Federal.
Board and Committee Meetings of Washington Federal. Meetings of Washington
Federal's Board of Directors are held on a monthly basis. The Board of Directors
met 15 times during the fiscal year ended June 30, 2000. During fiscal 2000, no
incumbent director of Washington Federal attended fewer than 75% of the
aggregate of the total number of Board meetings or the total number of meetings
held by the committees of the Board of Directors on which he or she served. The
principal committees of the Board of Directors of Washington Federal are Audit,
Compensation, Planning, Investment and Loan Committees.
The Audit Committee is comprised of Directors Edwards and Hofer. The Audit
Committee is responsible for selecting the independent accountants and meeting
with the independent accountants to outline the scope and review the results of
the annual audit. The Audit Committee met five times during fiscal year 2000.
The Audit Committee also performs periodic cash audits, in addition to reviewing
loan files and appraisers for Washington Federal.
The Compensation Committee is comprised of Directors Hofer and Levy. The
Compensation Committee is responsible for continual review of the performance of
the management group consisting of the President/Chief Executive Officer, the
Vice Presidents and the Controller. It also sets levels of compensation for all
employees. The Compensation Committee met six times in fiscal year 2000.
The Planning Committee is comprised of Directors Graber and Edwards. The
Planning Committee approves the budget and strategic plan. The Planning
Committee met five times in fiscal year 2000.
The Investment Committee is comprised of Directors Weeks, Gorham and Edwards.
The investment committee functions as the asset/liability committee and monitors
Washington Federal's interest rate spread and interest rate risk. The investment
committee also makes recommendations on purchases and sales, and sets the
interest rates to be paid on deposits. The Investment Committee met 24 times in
fiscal 2000.
<PAGE>
The Loan Committee is comprised of the Chairman of the Board and all of the
Directors. The Loan Committee approves all real estate loans and ratifies all
consumer and commercial loans as well as home equity and home improvement loans.
They also set the interest rates charged on loans. The Loan Committee met 24
times in fiscal year 2000.
The Boards of Directors of the Company and Washington Federal have no standing
nominating committees. The full Boards of Directors act as nominating
committees. While the Boards will consider nominees recommended by others, the
Boards have not actively solicited nominations nor established any procedures
for this purpose.
Director Compensation
Cash Compensation of the Company. During fiscal 2000, the Board of Directors of
Washington Bancorp were not paid for their service in such capacity.
Cash Compensation of Washington Federal. Each member of the Board of Directors
of Washington Federal receives $500 for each monthly and one annual meeting of
the Board attended. There are no fees paid for service on any Board committee.
Cash Compensation of Rubio. Each member of the Board of Directors of Rubio
receives $300 for each monthly and one annual meeting of the Board attended.
There are no fees paid for service on any Board Committee.
Each non-employee member of the Board of Directors of the Company receives a one
time award of an option to purchase 2,818 shares pursuant to the Stock Option
Plan and a restricted stock award of 1,127 shares under the RRP.
Executive Compensation
Washington has not paid any compensation to its executive officers since its
formation. Washington does not presently anticipate paying any compensation to
such persons.
The following table sets forth the compensation paid or accrued by Washington
Federal for services rendered by the Chief Executive Officer. No executive
officer of Washington made in excess of $100,000 during fiscal 2000.
Summary Compensation Table
<TABLE>
Long-Term Compensation
-----------------------
Awards
Annual Compensation -----------------------
------------------------------------------------------------------------------------ Restricted Securities
Other Annual Stock Underlying All Other
Salary Compensation Award(s) Options Compensation
Name and Principal Position Year ($)(1) Bonus ($) ($) ($)(2) (#) ($)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stan Carlson, President, Chief 2000 $ 90,050 $ 600 - - - - - - 12,911 (3)
Executive Officer and Director 1999 $ 88,175 $ 500 - - - - - - 15,584
1998 $ 84,250 $1,250 - - - - - - 18,147
<FN>
(1) Includes director fees.
(2) Based on the $13.47 closing price per share of the Common Stock on June 30,
2000, the 2,630 restricted shares held by Mr. Carlson as of June 30, 2000,
had an aggregate market value of $35,426.
(3) Includes the value of allocations made to Mr. Carlson's ESOP account for
the plan year ended December 31, 1999, the amount of employer contributions
to Mr. Carlson's 401(k) plan account and the amount of term life insurance
premiums paid on Mr. Carlson's behalf, as follows: $11,360, $1,292 and
$259.
</FN>
</TABLE>
No stock appreciation rights or limited stock appreciation rights were granted
to the named executive officer under the Stock Option Plan or the RRP. No stock
options or restricted stock awards were granted to the named officer during the
fiscal year ended June 30, 2000.
<PAGE>
The following table sets forth certain information concerning the number and
value of in-the-money (when the fair market value of the common stock exceeds
the exercise price of the option) stock options at June 30, 2000 held by the
named executive officer and stock options exercised during fiscal 2000.
<TABLE>
Number of Securities Underlying Value of Exercised
Unexercised Options at FY-End In-the-Money Options at FY-End
Shares Acquired Value Realized -------------------------------- -----------------------------------
Name on Exercise (#) ($) Exercisable(#) Unexercisable(#) Exercisable($)(1) Unexercisable($)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stan Carlson - - $ - - 13,149 3,288 $29,121 $ 7,299
<FN>
(1) Represents the aggregate (market value market price of the Common Stock
less the exercise price) of the options held based upon the average of
the high and low sales price of the Company's Common Stock of $13.47
per share as quoted on the National Daily Quotation Service by the
National Quotation Bureau on June 30, 2000, the last day on which the
Company's Common Stock traded in fiscal 2000, less the respective
exercise price.
</FN>
</TABLE>
Employment Agreement. Washington Federal has an employment agreement with
President Stan Carlson. The agreement is for a term of three years and has a
base salary of $60,000. The agreement is terminable by Washington Federal for
just cause, defined in the agreement as personal dishonesty, incompetence,
willful misconduct, any breach fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
rule, or regulation (other than traffic violations or similar offenses) or final
cease and desist order, or material breach of any provision of the employment
agreement. Any request by a bank regulator that President Stan Carlson be
removed shall also be deemed just cause. If the agreement is terminated for just
cause, the employee only receives his salary up to the date of termination. If
Washington Federal terminates the agreement without just cause, the employee is
entitled to a continuation of salary from the date of termination through the
remaining term of the agreement.
The agreement provides that in the event of involuntary termination of
employment in connection with, or within one year after, any change in control
of the Company or Washington Federal, the employee will be paid a lump sum equal
to approximately three times the employee's annual "base" salary. If a lump sum
payment had been made as of June 30, 2000, Mr. Carlson would have received a
payment of approximately $216,563. The agreement has been renewed annually by
the Board of Directors determining that the executive has met its requirements
and standards.
Benefit Plans
Employee Stock Ownership Plan. The Company has established an employee stock
ownership plan (the "ESOP") for the exclusive benefit of participating
employees. Participating employees are employees who have completed one year of
service with Washington or its subsidiaries and have attained the age of 21.
The ESOP is funded by contributions made by the Company in cash or its common
stock. Benefits may be paid either in shares of common stock or in cash.
Washington Federal anticipates contributing approximately $50,650 annually to
the ESOP to meet principal obligations under the ESOP loan, as proposed, and an
additional amount for accrued interest on the loan. It is anticipated that all
such contributions shall be tax-deductible.
Contributions to the ESOP and shares released from the suspense account will be
allocated among participants on the basis of total compensation, excluding
bonuses. All participants must be employed at least 1,000 hours in a plan year
and be employed on the last day of the plan year in order to receive an
allocation. Participant benefits become 100% vested after seven years of
service. Employment prior to the adoption of the ESOP shall count toward
vesting. Vesting will be accelerated upon retirement, death, disability, change
of control of the Company, or termination of the ESOP. Forfeitures will be
reallocated to participants on the same basis as other contributions in the plan
year. Benefits may be payable in the form of a lump sum upon retirement, death,
disability or separation from service. The Company's contributions to the ESOP
are discretionary and may cause a reduction in other forms of compensation.
Therefore, benefits payable under the ESOP cannot be estimated.
<PAGE>
The Board of Directors has appointed all outside directors to the Compensation
Committee to administer the ESOP. The Compensation Committee may instruct the
ESOP Trustee regarding investments of funds contributed to the ESOP. The ESOP
Trustee must vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares and allocated
shares for which no timely direction is received will be voted by the ESOP
Trustee, subject to the Trustee's fiduciary duties.
Certain Relationships and Related Transactions
The Banks have followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. As of June 30, 2000, all
loans or extensions of credit to executive officers and directors were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
do not involve more than the normal risk of repayment or present other
unfavorable features. Loans to officers and directors of Washington and their
affiliates, amounted to approximately $1.3 million or 12.4% of Washington's
stockholders' equity at June 30, 2000.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
At the Annual Meeting of Stockholders, the stockholders will consider and vote
on the ratification of the appointment of McGladrey & Pullen, LLP as the
Company's independent auditors for the Company's fiscal year ending June 30,
2001. The Board of Directors of the Company has heretofore renewed the Company's
arrangement for McGladrey & Pullen, LLP to be the Company's auditors for the
fiscal year ending June 30, 2001, subject to ratification by the Company's
stockholders. Representatives of McGladrey & Pullen, LLP are expected to attend
the Meeting to respond to appropriate questions and to make a statement if they
so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock (or any other equity securities, of which there is none),
to file with the Securities and Exchange Commission (the "SEC") initial reports
of ownership and reports of changes in ownership of the Company's Common Stock.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for the
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 102
East Main Street, Washington, Iowa 52353, no later than May 18, 2001. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended. If a proposal does not meet the
above requirements for inclusion in the Company's proxy materials, but otherwise
meets the Company's eligibility requirements to be presented at the next Annual
Meeting of Stockholders, the persons named in the enclosed form of proxy and
acting thereon will have the discretion to vote on any such proposal in
accordance with their best judgment if the proposal is received at the Company's
main office no later than July 19, 2001; provided however, that in the event
that notice or prior disclosure of the date of next year's annual meeting is
given or made to stockholders after July 9, 2001, notice by the stockholder to
be timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or when such disclosure was made.
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the Meeting
other than those matters described above in this proxy statement. However, if
any other matter should properly come before the Meeting, it is intended that
holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
Washington, Iowa
September 15, 2000
