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 Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Crazy Woman Creek Bancorp Incorporated
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 Fort Street
Buffalo, Wyoming 82834
(307) 684-5591
December 21, 1998
Dear Fellow Stockholder:
We are pleased to invite you to attend the Annual Meeting of
Stockholders (the "Meeting") of Crazy Woman Creek Bancorp Incorporated (the
"Company") to be held at the Company's main office, 106 Fort Street, Buffalo,
Wyoming, on January 20, 1999 at 3:00 p.m.
The matters to be considered by stockholders at the Meeting are
described in the accompanying Notice of Meeting and Proxy Statement. The Board
of Directors of the Company has determined that the matters to be considered at
the Meeting are in the best interests of the Company and its stockholders. For
the reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from attending the
Meeting and voting in person but will assure that your vote is counted if you
are unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Deane D. Bjerke
-----------------------------------------------
Deane D. Bjerke
President
<PAGE>
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CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
(307) 684-5591
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 1999
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NOTICE IS HEREBY GIVEN that the Meeting of Stockholders (the "Meeting") of
Crazy Woman Creek Bancorp Incorporated (the "Company"), will be held at the
Company's main office, 106 Fort Street, Buffalo, Wyoming on January 20, 1999, at
3:00 p.m. The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors for the Company for the fiscal year
ended September 30, 1999; and
3. The transaction of such other business as may properly come
before the Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting,
Action may be taken on any one of the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Pursuant to the Company's Bylaws, the
Board of Directors has fixed the close of business on December 17, 1998 as the
record date for determination of the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and to sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend the Meeting and vote at the
Meeting in person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Greg L. Goddard
----------------------------------------------
Greg L. Goddard
Secretary
Buffalo, Wyoming
December 21, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT
THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
(307) 684-5591
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 20, 1999
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GENERAL
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This Proxy Statement is furnished to holders of common stock, par value
$0.10 per share ("Common Stock"), of Crazy Woman Creek Bancorp Incorporated (the
"Company") which acquired all of the outstanding common stock of Buffalo Federal
Savings Bank (the "Bank") issued in connection with the Bank's conversion from
mutual to stock form in March 1996 (the "Conversion"). Proxies are being
solicited by the board of directors of the Company (the "Board" or the "Board of
Directors") to be used at the 1998 Annual Meeting of Stockholders of the Company
(the "Meeting") which will be held at the Company's main office located at 106
Fort Street, Buffalo, Wyoming, on January 20, 1999 at 3:00 p.m. The accompanying
Notice of Meeting and this Proxy Statement are being first mailed to
stockholders on or about December 21, 1998.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors, and (ii) the ratification of the appointment of KPMG
Peat Marwick LLP as independent auditors for the Company for the fiscal year
ending September 30, 1999. The Board of Directors knows of no additional matters
that will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder the discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where no instructions are indicated, signed
proxies will be voted "FOR" Proposal I and "FOR" Proposal II at the Meeting or
any adjournment thereof. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of any person as a
director should the nominee be unable to serve, or for good cause, will not
serve, and matters incident to the conduct of the meeting.
<PAGE>
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on December 17, 1998
(the "Voting Record Date"), are entitled to one vote for each share of Common
Stock then held. As of the Voting Record Date, the Company had 909,261 shares of
Common Stock issued and outstanding.
The articles of incorporation of the Company (the "Articles") provide
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Articles and includes shares beneficially owned by such person or any of his or
her affiliates or associates (as such terms are defined in the Articles), shares
which such person or his or her affiliates or associates have the right to
acquire upon the exercise of conversion rights or options, and shares as to
which such person and his or her affiliates or associates have or share
investment or voting power, but shall not include shares beneficially owned by
any employee stock ownership plan or similar plan of the issuer or any
subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are no
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors as stated in Proposal I, the proxy card
being provided by the Board of Directors enables a stockholder to vote for the
election of the nominees proposed by the Board, or to withhold authority to vote
for one or more of the nominees being proposed. Directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes, or (ii)
proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
As to the ratification of auditors, by checking the appropriate box,
stockholders may (i) vote "FOR" the ratification, (ii) vote "AGAINST" the
ratification, or (iii) vote to "ABSTAIN" from voting on the ratification. Unless
otherwise required by law, the ratification of auditors shall be determined by a
majority of the total votes cast at the Meeting, in person or by proxy, without
regard to either (a) broker non-votes, or (b) proxies for which the "ABSTAIN"
box is selected as to the matter.
As to other matters that may properly come before the Meeting, unless
otherwise required by law, the Articles, or the bylaws of the Company, a
majority of those votes cast by shareholders shall be sufficient to pass on any
other matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports with the Securities and Exchange Commission
("SEC") regarding such ownership pursuant to the Securities Exchange Act of
1934, as amended ("1934 Act"). Other than as noted below, management knows of no
person or entity, including any "group" as that term is used in ss.13(d)(3) of
the 1934 Act, who or which is the beneficial owner of more than 5% of the
outstanding shares of Common Stock on the Voting Record Date.
-2-
<PAGE>
Information concerning the security ownership of management is included
under "Information with Respect to Nominees for Director, Directors Continuing
in Office, and Executive Officers."
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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Buffalo Federal Savings Bank Employee 64,000(1) 7.04%
Stock Ownership Plan ("ESOP")
106 Fort Street
Buffalo, Wyoming 82834
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(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are
held in a suspense account and will be allocated among ESOP
participants annually on the basis of compensation as the ESOP debt is
repaid. The Board of Directors has appointed a committee consisting of
the non-employee directors of the Company to serve as the ESOP
administrative committee ("ESOP Committee") and to serve as the ESOP
trustees ("ESOP Trustees"). The ESOP Committee or the Board instructs
the ESOP Trustees regarding investment of ESOP plan assets. The ESOP
Trustees must vote all shares allocated to participant accounts under
the ESOP as directed by participants. Unallocated shares and shares for
which no timely voting direction is received will be voted by the ESOP
Trustees as directed by the ESOP Committee. As of the Voting Record
Date, no shares have been allocated under the ESOP to participant
accounts.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock is registered pursuant to Section 12(g) of the 1934
Act. The officers and directors of the Company and beneficial owners of greater
than 10% of the Common Stock are required to file reports on Forms 3, 4, and 5
with the SEC disclosing changes in beneficial ownership of the Common Stock.
Based solely on the Company's review of Forms 3, 4 and 5 filed by officers,
directors or 10% beneficial owners of Common Stock, no officer, director, or 10%
beneficial owner of Common Stock failed to file such ownership reports have been
filed on a timely basis for the fiscal year ended September 30, 1998.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Articles require that the Board of Directors be divided into three
classes, each of which contains approximately one-third of the members of the
Board. The directors are elected by the stockholders of the Company for
staggered three-year terms, or until their successors are elected and qualified.
The Board of Directors currently consists of six members.
Richard Reimann and Sandra K. Todd have been nominated by the Board of
Directors to serve as directors. Mr. Reimann and Ms. Todd are currently members
of the Board and have been nominated for three-year terms to expire in 2002. If
a nominee is unable to serve, the shares represented by all valid proxies will
be voted for the election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate the vacancy. At
this time, the Board knows of no reason why a nominee might be unavailable to
serve.
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<PAGE>
The following table sets forth the nominees and the directors
continuing in office and the non-director executive officers of the Company,
their name, age, the year they first became a director or officer of the Company
or the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned. The
table also sets forth, for all executive officers and directors as a group, the
number of shares and the percentage of Common Stock beneficially owned as of the
Voting Record Date. Each director of the Company is also a director of the Bank.
<TABLE>
<CAPTION>
Common Stock
Year First Current Beneficially
Name of Individual or Elected or Term to Owned (3)
Number of Persons in Group Age (1) Appointed(2) Expire Shares %
-------------------------- ------- ------------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Board Nominees for Term to Expire in 2002
Richard Reimann 63 1978 1999 15,232(4)(5) 1.68%
Sandra K. Todd 52 1996 1999 14,087(4)(5) 1.55%
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NAMED
NOMINEES FOR DIRECTOR
Directors Continuing in Office
Deane D. Bjerke 51 1996 2000 16,366(6) 1.80%
Thomas J. Berry 40 1995 2000 14,314(4)(5) 1.57%
Greg L. Goddard 51 1989 2001 15,232(4)(5) 1.68%
Douglas D. Osborn 65 1995 2001 15,232(4)(5) 1.68%
All directors and executive
officers as a group (8 persons) 96,852(5)(7) 7.38%
</TABLE>
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(1) As of September 30, 1998.
(2) Refers to the year the individual first became a director or officer of the
Company or the Bank, whichever is earlier.
(3) Beneficial ownership as of the Voting Record Date. Includes shares of
Common Stock held directly as well as by spouses or minor children, in
trust, and other indirect ownership, over which shares the individuals
effectively exercise sole or shared voting and investment power, unless
otherwise indicated. Options that are exercisable within 60 days of the
Voting Record Date are assumed to be outstanding in calculating beneficial
ownership.
(4) Includes 1,270 shares of restricted stock awarded under the MSBP that have
been awarded but are not vested. Includes options to purchase 2,116 shares
of Common Stock that are exercisable within 60 days of the Voting Record
Date. See "--Compensation of Directors and Executive Officers--Director
Compensation--Stock Benefits."
(5) Excludes 64,000 shares of Common Stock held under the ESOP for which such
individual serves as either a member of the ESOP Committee or as an ESOP
Trustee. Such individual disclaims beneficial ownership with respect to
shares held in a fiduciary capacity. The ESOP Trustees must vote all shares
allocated to participant accounts under the ESOP as directed by ESOP
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustees as directed by the
ESOP Committee. Includes 3011 shares allocated to executive officers under
the ESOP. As of the Voting Record Date, 8000 shares have been allocated
under the ESOP to participant accounts.
(6) Includes 1586 shares allocated under the ESOP. Includes 3,046 shares of
restricted stock awarded under the MSBP that have been awarded but are not
vested. Includes options to purchase 6,348 shares of Common Stock that are
exercisable within 60 days of the Voting Record Date. See "--Compensation
of Directors and Executive Officers--Executive Compensation--Summary
Compensation Table."
-4-
<PAGE>
(7) Includes options to purchase 19,044 shares of Common Stock that are
exercisable within 60 days of the Voting Record Date. See "Compensation of
Directors and Executive Officers--Benefits--1996 Stock Option Plan."
The business experience of each nominee for director, director, and
executive officer of the Company is set forth below. All persons have held their
present positions for five years unless otherwise stated.
Deane D. Bjerke has been with the Bank since 1987 and since November
1995, he has served as the President and Chief Executive Officer of the Bank and
the Company. In April 1996 he became a Director. Prior to November 1995, Mr.
Bjerke served as the Bank's Executive Vice President. He is a member of the
local Kiwanis Club, past Chairman of the Johnson County Library Board of
Directors, a member of the Buffalo Housing Authority, and Joint Powers Board for
the Regional Museum.
Thomas J. Berry has been a Director of the Bank and the Company since
1995. He is a Veterinarian and major stockholder of Big Horn Veterinary
Hospital, and has been in that position since 1976. He is a member of the local
Hospital Board and Fire Department.
Greg L. Goddard has been the Secretary and Director of the Bank since
1989 and of the Company since its incorporation in December 1995. He is a
partner of the law firm Goddard, Perry & Vogel and has been with the firm for 17
years. Mr. Goddard has been Johnson County Attorney since 1975. He is a member
of Wyoming Prosecutor's Association, Small Business Administration and State
Advisory Committee. The law firm of Goddard, Perry & Vogel has done limited
legal work for the Bank.
Douglas D. Osborn has been a Director of the Bank and the Company since
1995. He has been the sole owner of Big Horn Highlands Ranch for the past six
years. He is a member of the Johnson County Planning Commission, Chairman of the
Johnson County Republican Party, Moderator/Chairman of Council of Union
Congregational Church and President of the American Highlands Cattle
Association. In November 1998, Mr. Osborn was re-elected to a two-year term in
the House of Representatives of the Wyoming State Legislature. He has held this
office since January 1997.
Richard Reimann has been a Director of the Bank since 1978 and of the
Company since its incorporation in December 1995. He has been the owner of
Reimann Oil Co., Inc. since 1960. He is a member of the Buffalo Rotary Club and
Buffalo Chamber of Commerce and is past director of Big Horn Economic
Development Corporation, a local economic development group.
Sandra K. Todd has been a Director of the Bank and the Company since
January 1996. She and her husband have been owners of The Sports Lure, Buffalo,
Wyoming, a sporting goods store, since 1968. She serves on the advisory boards
of Buffalo School District and the Johnson County Memorial Hospital and is a
member of the Buffalo Main Street Commission and the Discover Buffalo Promotion
Committee.
Arnold R. Griffith, Jr. has been with the Bank since 1979. He currently
serves as the Senior Vice President and Senior Lending Officer. Prior to holding
his current position, he served as president of the Bank from March, 1991 to
November, 1995. In addition to these positions, he previously held the position
of Executive Vice President. Mr. Griffith is a member of the Buffalo Rotary Club
and is the Treasurer of the Episcopal Church. He is a past member of the Board
of Directors of the Buffalo Children's Center and the Johnson County Red Cross.
-5-
<PAGE>
John B. Snyder has served as the Vice President and Chief Financial
Officer and of the Company and the Bank since June 1998. Prior to joining the
Bank, Mr. Synder was a staff accountant from July 1996 for Macy, Mason,
Schwartzkopf & Killmer, LLC, Casper, Wyoming and a staff accountant for
McGladrey & Pullen, LLP, Casper, Wyoming from December 1993 to June 1996. He is
on the Board of Directors of the Buffalo Children's Center.
Nominations for Directors
Nominations of candidates for election as directors at any annual
meeting of stockholders may be made (a) by, or at the direction of, a majority
of the board of directors or (b) by any stockholder entitled to vote at such
annual meeting. Only persons nominated in accordance with the procedures set
forth in the Articles may be eligible for election as directors at an annual
meeting.
Nominations, other than those made by or at the direction of the board
of directors, must be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal office of the Company not less than 60
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Company. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director and as to the stockholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Common Stock that are beneficially owned (as defined in the Articles)
by such person on the date of such stockholder notice, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to the 1934 Act, including, but not limited to, information which would
be required to be filed with the SEC; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Company's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the class and number of shares of Common Stock
that are beneficially owned by such stockholder on the date of such stockholder
notice and, to the extent known, by any other stockholders known by such
stockholder to be supporting such nominees on the date of such stockholder
notice. At the request of the board of directors, any person nominated by, or at
the direction of, the Board for election as a director at an annual meeting must
furnish to the Secretary of the Company that information required to be set
forth in a stockholder's notice of nomination that pertains to the nominee.
The Board or a committee of the Board may reject any nomination by a
stockholder not timely made in accordance with the requirements of the Articles.
A stockholder may be given the opportunity to correct a notice not meeting the
requirements of the Articles as provided in the Articles. Notwithstanding the
procedures set forth in the Articles, if neither the Board nor such committee
makes a determination as to the validity of any nominations by a stockholder,
the presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
the Articles. If the presiding officer determines that a nomination or proposal
was made in accordance with the terms of the Articles, such officer shall so
declare at the annual meeting and ballots shall be provided for use at the
meeting with respect to such nominee or proposal. If the presiding officer
determines that a nomination or proposal was not made in accordance with the
terms of this Article, such officer shall so declare at the annual meeting and
the defective nomination or proposal shall be disregarded.
-6-
<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board and through activities of its committees. All committees
act for both the Company and the Bank. During the fiscal year ended September
30, 1998, the Board of Directors of the Company held 12 regular meetings and one
special meeting and the Board of Directors of the Bank held 12 regular meetings
and one special meeting. No director attended fewer than 75% of the total
meetings of the Boards of Directors of the Company and the Bank and committees
on which such director served during the fiscal year ended September 30, 1998.
The Audit Committee of the Company is comprised of Directors Reimann,
Goddard, Berry, Todd and Osborn. The committee meets at least once a year with
independent auditors to review and discuss the Audit Report and audit findings
and then reports to the full Board. The Audit Committee met once in 1998.
The Nominating Committee is comprised of at least three directors on a
rotating basis. The Committee meets annually to nominate directors for the
upcoming year. Their recommendations are presented to the regular board during
the annual meeting.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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Director Compensation
Directors' Fees. The directors of the Company do not presently receive
compensation for their services as a director of the Company. Such directors
receive compensation for services as members of the Board of Directors of the
Bank. For fiscal year 1998, the Chairman was paid a fee of $700 per month and
each other director received a monthly fee of $600. No additional fees are paid
for attendance at committee meetings. For the year ended September 30, 1998,
total fees paid by the Bank to directors were $34,100.
Stock Benefits. On October 2, 1996, the date of stockholder approval of
the MSBP, each non-employee director of the Company received 2,116 shares of
restricted stock under the MSBP. These shares become non-forfeitable at a rate
of 20% annually on and after October 2, 1997. In addition, on October 2, 1996,
the date of stockholder approval of the Option Plan, each non-employee director
of the Company received stock options to purchase 5,290 shares of Common Stock
at the then current fair market value ($11.75 per share). Such options are first
exercisable at a rate of 20% annually on and after October 2, 1997. See "--
Benefits -- 1996 Stock Option Plan" and "-- Management Stock Bonus Plan."
Executive Compensation
Generally. The Company has no employees, relying upon employees of the
Bank for the limited services required by the Company. All compensation paid to
directors, officers, and employees is paid by the Bank. The Company and the Bank
have entered into an agreement whereby the Bank is reimbursed by the Company for
the use of Bank employees.
-7-
<PAGE>
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the President of the Bank. No
executive officer of the Bank had a salary and bonus during the fiscal year
ended September 30, 1998 that exceeded $100,000 for services rendered in all
capacities to the Bank.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------------------- ------------------------
Restricted Shares
Fiscal All Other Stock Underlying Other Annual
Name and Principal Position Year Salary Bonus Compensation(1) Awards ($) Options (#) Compensations(2)
- --------------------------- ------ ------- ------- --------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deane D. Bjerke, President 1998 $53,000 $ 0 $4,924 -- -- $12,870(4)
1997 $52,000 $6,000 $4,064 $59,677(2) 18,870(3) $ 7,315(4)
1996 $52,000 $2,200 $3,541 -- -- $ 1,950(5)
</TABLE>
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(1) Consists of health and life insurance premiums paid on behalf of the
executive.
(2) Represents the dollar value of the Common Stock awarded (calculated by
multiplying $11.75 per share, the value of the Common Stock on the date of
grant, by 5,078 shares, the number of shares of restricted stock awarded)
under the MSBP. Dividends received on MSBP shares of Common Stock are held
in arrears until the restricted stock becomes vested. At September 30,
1998, the MSBP Trust held shares of Common Stock subject to forfeiture for
the benefit of Mr. Bjerke with a fair market value of $38,837 (calculated
by multiplying $12.75 per share, the closing price of the Common Stock on
September 30, 1998, by 3,046, the number of shares of Common Stock that
remain restricted).
(3) Awarded pursuant to the 1996 Stock Option Plan. Awards vest at 20% per year
beginning ctober 2, 1997.
(4) Represents the fair market value (as expensed by the Company) of shares of
Common Stock allocated to Mr. Bjerke under the ESOP in calendar 1997 and
1998, respectively.
(5) Represents benefits awarded under the Financial Institution Thrift Plan
maintained by the Bank.
Severance Agreements. The Bank entered into a severance agreement with
Deane D. Bjerke, President and one other officer of the Bank (collectively "the
Officers"). The severance agreement is for a term of three years ending in 1999
and may be extended by the Board of Directors for a period of one year annually
thereafter. The agreements may be terminated by the Bank for "just cause" as
defined in the agreements. The agreements contain a provision stating that in
the event of termination of employment in connection with any change in control
of the Bank, the officers will be paid in a lump sum an amount equal to 2.99
times their five year average compensation. In the event of a change in control
of the Bank at September 30, 1998, Mr. Bjerke and the Officers would have been
entitled to an aggregate lump sum payment of approximately $143,371 and $298,016
respectively. The aggregate payments under such provisions would be an expense
to the Bank, thereby reducing net income and the Bank's capital by that amount.
The agreements will be reviewed annually by the Board of Directors and may be
extended for additional one-year periods upon a determination of satisfactory
performance within the Board's sole discretion.
-8-
<PAGE>
Benefits
1996 Stock Option Plan. The Company's Board of Directors adopted the
Crazy Woman Creek Bancorp Incorporated 1996 Stock Option Plan (the "Option
Plan"), which was approved by stockholders of the Company at a special meeting
of stockholders held on October 2, 1996. Pursuant to the Option Plan, 105,800
shares of Common Stock are reserved for issuance upon exercise of stock options
granted or to be granted to officers, directors, and key employees of the
Company and its subsidiaries from time to time. The purpose of the Option Plan
is to provide additional incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock interest in the Company. The
Option Plan, which became effective upon stockholder approval, provides for a
term of ten years, after which no awards may be made, unless earlier terminated
by the Board of Directors pursuant to the Option Plan. The awards vest 20% per
year beginning on the first anniversary of stockholder approval of the Option
Plan and 20% of the initial grant each anniversary thereafter.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
-----------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#)(1) at FY-End ($)(1)(2)
------------------------- -------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Deane D. Bjerke 0 0 6,348/ 9,522 $6,348/$9,522
</TABLE>
- ------------------------
(1) No Stock Appreciation Rights (SARs) have been awarded under the Option
Plan.
(2) Based upon an exercise price of $11.75 per share and closing price of
$12.75 as of September 30, 1998.
Management Stock Bonus Plan. The Board of Directors of the Company
adopted the Management Stock Bonus Plan ("MSBP"), as a method of providing
directors, officers, and key employees of the Bank with a proprietary interest
in the Company in a manner designed to encourage such persons to remain in the
employment or service with the Bank. The Bank contributed sufficient funds to
the MSBP Trusts to enable the MSBP Trusts to purchase 42,320 shares of Common
Stock (4% of the amount of Common Stock sold in the Conversion). Awards under
the MSBPs were made in recognition of prior and expected future services to the
Bank of its directors and executive officers responsible for implementation of
the policies adopted by the Board of Directors, the profitable operation of the
Bank, and as a means of providing a further retention incentive and direct link
between compensation and the profitability of the Bank. The awards vest 20% per
year beginning on the first anniversary of stockholder approval of the MSBP and
20% of the initial grant each anniversary thereafter.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the fiscal year ended
September 30, 1998 consisted of Directors Reimann, Berry, Goddard, Osborn and
Todd, all non-employee members of the Board of Directors of the Company.
Certain Relationships and Related Transactions
Except for loans made by the Bank in the ordinary course of business,
no directors, executive officers or immediate family members of such individuals
were engaged in transactions with the Bank
-9-
<PAGE>
or any subsidiary involving more than $60,000 during the fiscal year ended
September 30, 1998. Furthermore, the Bank had no "interlocking" relationships
existing on or after October 1, 1996 in which (i) any executive officer is a
member of the Board of Directors/Trustees of another entity, one of whose
executive officers is a member of the Bank's Board of Directors, or where (ii)
any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Bank's Board of
Directors.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. Such loans
(a) have been made in the ordinary course of business, (b) were made on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the time for comparable transactions with the
Bank's other customers, and (c) do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to the Office of Thrift
Supervision ("OTS") regulations restricting loans and other transactions with
affiliated persons of the Bank. Loans to officers and directors of the Bank and
their affiliates, amounted to approximately $430,000 or 3.06% of the Bank's
total equity at September 30, 1998.
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
KPMG Peat Marwick LLP has been the Company's independent public
accountant since the 1996 fiscal year. The Board of Directors has renewed the
Company's arrangement with KPMG Peat Marwick LLP to be its auditors for the 1999
fiscal year, subject to ratification by the Company's stockholders. A
representative of KPMG Peat Marwick LLP is expected to be present at the Meeting
to respond to stockholders' questions and will have the opportunity to make a
statement if he or she so desires.
In the event the appointment of KPMG Peat Marwick LLP is not ratified
by stockholders, the Board of Directors will consider the results of the vote
and determine the next course of action.
Ratification of the appointment of the auditors requires the affirmative
vote of a majority of the votes cast by the stockholders of the Company at the
Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
AUDITORS FOR THE 1998 FISCAL YEAR.
- --------------------------------------------------------------------------------
ANNUAL REPORTS AND FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The audited financial statements of the Company for its fiscal year
ended September 30, 1998, prepared in conformity with generally accepted
accounting principles, are included in the Company's Annual Report to
Stockholders, which accompanies this Proxy Statement. An additional copy of the
Annual Report to Stockholders may be obtained by writing to the Secretary of the
Company. The Annual Report is not to be treated as a part of the Company's proxy
solicitation materials or as having been incorporated herein by reference.
Upon written request, the Company will furnish to any stockholder
without charge a copy of the Company's Annual Report on Form 10-KSB (without
exhibits) filed with the SEC under the 1934 Act for the year ended September 30,
1998. Upon written request and a payment of a copying charge of $0.10 per page,
the Company also will furnish to any such stockholder a copy of the exhibits to
the
-10-
<PAGE>
Annual Report on Form 10-KSB. All written requests should be directed to Greg L.
Goddard, Secretary, Crazy Woman Creek Bancorp Incorporated, 106 Fort Street,
Buffalo, Wyoming 82834.
- --------------------------------------------------------------------------------
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 matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance with
the judgment of the person or persons voting the proxies.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
materials for the Annual Meeting of Stockholders for the fiscal year ending
September 30, 1999, any stockholder proposal to take action at such meeting must
be received at the Company's main office at 106 Fort Street, Buffalo, Wyoming
82834 by August 23, 1999. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the 1934 Act and the Company's
Articles of Incorporation.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
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 solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without payment of additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Greg L. Goddard
-------------------------------------------
GREG L. GODDARD
SECRETARY
Buffalo, Wyoming
December 21, 1998
-11-
<PAGE>
- --------------------------------------------------------------------------------
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET
BUFFALO, WYOMING 82834
(307) 684-5591
- --------------------------------------------------------------------------------
JANUARY 20, 1999
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Crazy Woman
Creek Bancorp Incorporated (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at the
Company's main office located at 106 Fort Street, Buffalo, Wyoming, on January
20, 1999 at 3:00 p.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below for three year terms to
expire in 2002: |_| |_|
Richard Reimann
Sandra K. Todd
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
----------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of
KPMG Peat Marwick LLP as independent
auditors of Crazy Woman Creek Bancorp
Incorporated for the fiscal year ending
September 30, 1999. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
---
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the signatory(ies) be present and elects to vote at the Meeting,
or at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of such person's decision to terminate this proxy, the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. The signatory(ies) may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The signatory(ies) acknowledge(s) receipt from the Company prior to the
execution of this proxy of Notice of the Meeting and a Proxy Statement dated
December 21, 1998 and Annual Report to Stockholders.
Please check here if you
Dated: , 199 |_| plan to attend the Meeting.
--------------- --
- -------------------------------------- -------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
- -------------------------------------- -------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
