<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
North Central Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
North Central Bancshares, Inc.
825 Central Avenue . PO Box 1237
Fort Dodge, Iowa 50501-1237
March 24, 1998
Dear Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
(the "Annual Meeting") of North Central Bancshares, Inc. (the "Company"), which
will be held on April 24, 1998 at 10:00 a.m., Central Time, at the main office
of First Federal Savings Bank of Iowa (formerly known as First Federal Savings
Bank of Fort Dodge) (the "Bank"), located at 825 Central Avenue, Fort Dodge,
Iowa. Enclosed are a Notice of Annual Meeting, Proxy Statement, Proxy Card and
1997 Annual Report to Shareholders.
The attached Notice of Annual Meeting of Shareholders and Proxy Statement
describe the formal business to be transacted at the Annual Meeting. In
addition, management will report on the operations and activities of the Company
and there will be an opportunity for you to ask questions about the Company's
business.
Your vote is important regardless of the number of shares you own. Whether
or not you plan to attend the Annual Meeting, the Board of Directors urges you
to sign, date and return your Proxy Card as soon as possible in the enclosed
postage-paid envelope. This will not prevent you from voting in person at the
Annual Meeting, but will assure that your vote is counted if you are unable to
attend. If you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to attend
and to vote personally at the Annual Meeting. Examples of such documentation
would include a broker's statement, letter or other document that will confirm
your ownership of shares of the Company.
On behalf of the Board of Directors and all of the employees of the Company
and the Bank, I wish to thank you for your continued support.
Sincerely,
/s/ David M. Bradley
David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
<PAGE>
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501
(515) 576-7531
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 24, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of North Central Bancshares, Inc. (the "Company") will be held
on April 24, 1998 at 10:00 a.m., Central Time, at the main office of First
Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of
Fort Dodge), located at 825 Central Avenue, Fort Dodge, Iowa, for the following
purposes:
1. To elect two directors to hold office until the annual meeting of
shareholders to be held in 2001 and until their respective successors
have been duly elected and qualified;
2. To approve Amendment No. 2 to the North Central Bancshares, Inc. 1996
Stock Option Plan;
3. To ratify the appointment by the Board of Directors of the firm of
McGladrey & Pullen, LLP as independent auditors for the Company for
the fiscal year ending December 31, 1998; and
4. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof. As of the date
hereof, management is not aware of any other such business.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 19, 1998 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting and at any adjournment or
postponement thereof. A list of shareholders entitled to vote at the Annual
Meeting will be available for inspection at 825 Central Avenue, Fort Dodge, Iowa
50501, beginning on March 31, 1998 and will also be available at the Annual
Meeting.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors,
/s/ Jean L. Lake
Jean L. Lake
Secretary
Fort Dodge, Iowa
March 24, 1998
<PAGE>
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501
(515) 576-7531
________________________
PROXY STATEMENT FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 1998
_________________________________________
GENERAL INFORMATION
_________________________________________
General
This Proxy Statement and the accompanying Proxy Card are being mailed to
shareholders of North Central Bancshares, Inc. ("North Central Bancshares" or
the "Company") on or about March 24, 1998 in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the 1998 Annual
Meeting of Shareholders (the "Annual Meeting") and at any adjournment or
postponement thereof. The Annual Meeting will be held on April 24, 1998 at 10:00
a.m., Central Time, at the main office of First Federal Savings Bank of Iowa
(formerly known as First Federal Savings Bank of Fort Dodge) located at 825
Central Avenue, Fort Dodge, Iowa.
As more fully described in this Proxy Statement, the purposes of the Annual
Meeting are (1) to elect two directors, each to serve for a three-year term
expiring in 2001 ("Proposal 1"); (2) to approve an amendment to the North
Central Bancshares, Inc. 1996 Stock Option Plan (the "Option Plan") ("Proposal
2"); (3) to ratify the appointment of McGladrey & Pullen, LLP as independent
auditors for the Company for the fiscal year ending December 31, 1998 ("Proposal
3"); and (4) authorization of the Board of Directors, in its discretion, to
direct the vote of proxies upon such matters incident to the conduct of the
Annual Meeting, as may properly come before the Annual Meeting, and any
adjournment or postponement thereof, including, without limitation, a motion to
adjourn the Annual Meeting ("Proposal 4").
Record Date and Voting
The Board of Directors of the Company has fixed the close of business on
March 19, 1998 as the record date (the "Record Date") for the determination of
the holders of the Company's common stock, par value $.01 per share (the "Common
Stock"), entitled to notice of and to vote at the Annual Meeting. Only holders
of record of Common Stock at the close of business on that date will be entitled
to vote at the Annual Meeting and at any adjournment or postponement thereof. At
the close of business on the Record Date, there were 3,266,483 shares of Common
Stock outstanding.
Each holder of shares of Common Stock outstanding on the Record Date will
be entitled to one vote for each share held of record upon each matter properly
submitted at the Annual Meeting and at any adjournment or postponement thereof.
The presence, in person or by proxy, of the holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum thereat.
<PAGE>
As provided in the Company's Articles of Incorporation, record holders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock ("Excess Shares") shall be entitled to cast one one-hundredth of
one vote per share for each Excess Share. A person or entity is deemed to
beneficially own shares owned by an affiliate as well as persons acting in
concert with such person or entity. The Company's Articles of Incorporation
authorize the Board of Directors to interpret and apply the provisions of the
Articles of Incorporation and Bylaws governing Excess Shares, and to determine
on the basis of information known to them after reasonable inquiry all facts
necessary to ascertain compliance with the Articles of Incorporation, including,
without limitation, (i) the number of shares of Common Stock beneficially owned
by any person or purported owner, (ii) whether a person or purported owner is an
affiliate or associate of, or is acting in concert with, any other person or
purported owner and (iii) whether a person or purported owner has an agreement
or understanding with any person or purported owner as to the voting or
disposition of any shares of Common Stock.
If the enclosed Proxy Card is properly executed and received by the Company
in time to be voted at the Annual Meeting, the shares represented thereby will
be voted in accordance with the instructions marked thereon. Executed proxies
with no instructions indicated thereon will be voted FOR each of the nominees
for election as Directors and FOR each of the other proposals set forth in the
accompanying Notice of Annual Meeting.
Management is not aware of any matters other than those set forth in the
Notice of Annual Meeting that may be brought before the Annual Meeting. If any
other matters properly come before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in such manner as shall be determined by a majority of
the Board of Directors of the Company.
Vote Required
Directors are elected by a plurality of the votes cast in person or by
proxy at the Annual Meeting. The holders of Common Stock may not vote their
shares cumulatively for the election of directors. Approval of Proposals 2, 3
and 4 requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock represented in person or by proxy at the
Annual Meeting and entitled to vote thereon. Shares as to which the "ABSTAIN"
box has been selected on the Proxy Card with respect to any of Proposals 2, 3 or
4 will be counted as present and entitled to vote and will have the effect of a
vote against such proposal. In contrast, shares underlying broker non-votes will
not be counted as present and entitled to vote and will have no effect on the
votes for Proposals 2, 3 and 4.
Revocability of Proxies
The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. However, a shareholder may revoke a proxy at
any time prior to its exercise by (1) filing a written notice of revocation with
the Secretary of the Company, (2) delivering to the Secretary of the Company
prior to the Annual Meeting a duly executed proxy bearing a later date or (3)
attending the Annual Meeting, filing a written notice of revocation with the
secretary of the meeting and voting in person. If you are a shareholder whose
shares are not registered in your own name, you will need additional
documentation from your record holder to attend and to vote personally at the
Annual Meeting. Examples of such documentation would include a broker's
statement, letter or other document that will confirm your ownership of shares
of the Company.
2
<PAGE>
Solicitation of Proxies
The Company will bear the cost of soliciting proxies from its shareholders.
Proxies may be solicited personally or by telephone or telegraph by directors,
officers and employees of the Company or its subsidiaries, without additional
compensation. The Company will also provide persons, firms and corporations
holding shares in their names, or in the name of their nominees, which are
beneficially owned by others, proxy material for transmittal to such beneficial
owners, and will reimburse such record holders for their reasonable expenses
incurred in connection therewith.
Interest of Certain Persons in Matters to be Acted Upon
The number of stock options granted to newly elected directors of the
Company will be increased if shareholders approve the amendment to the Option
Plan described in Proposal 2. See "Proposal Two -- Approval of Amendment No. 2
to the North Central Bancshares, Inc. 1996 Stock Option Plan."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders of the Company
The following table sets forth, as of February 28, 1998, certain
information as to the Common Stock beneficially owned by persons owning in
excess of 5% of the outstanding shares of Common Stock. Management knows of no
person, except as listed below, who beneficially owned more than 5% of the
Company's outstanding shares of Common Stock as of February 28, 1998. Except as
otherwise indicated, the information provided in the following table was
obtained from filings with the Securities and Exchange Commission (the "SEC")
and with the Company pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Addresses provided are those listed in the filings as the
address of the person authorized to receive notices and communications. For
purposes of the table below and the table set forth under "Security Ownership of
Management," in accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any shares of
Common Stock (1) over which such person has or shares, directly or indirectly,
voting or investment power, or (2) of which such person has the right to acquire
beneficial ownership at any time within 60 days after February 28, 1998. As used
herein, "voting power" is the power to vote or direct the voting of shares and
"investment power" includes the power to dispose or direct the disposition of
such shares.
3
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent
- ---------------- -------------------- -------
<S> <C> <C>
Franklin Resources, Inc. 323,500(1) 9.90%
777 Mariners Island Boulevard
San Mateo, CA 94404
Wellington Management Company, LLP 173,000(2) 5.29%
75 State Street
Boston, MA 02109
Brandes Investment Partners, L.P. 255,972(3) 7.83%
12750 High Bluff Drive
San Diego, CA 92130
John Hancock Advisers, Inc. 190,000(4) 5.81%
101 Huntington Avenue
Boston, MA 02199
Employee Stock Ownership Plan of 188,075(5) 5.75%
First Federal Savings Bank of Fort Dodge
825 Central Avenue
Fort Dodge, IA 50501
</TABLE>
_____________________
(1) Based on a Schedule 13F, dated February 12, 1998, and filed with the SEC by
Franklin Resources, Inc. ("Franklin"), an institutional investment manager.
Franklin has shared investment and voting power over the 323,500 shares of
the Company's Common Stock.
(2) Based on a Schedule 13G, dated February 10, 1998, and filed with the SEC by
Wellington Management Company, LLP ("Wellington"). Wellington is an
investment advisor which may be deemed to beneficially own the 173,000
shares of the Company's Common Stock which are held of record by clients of
Wellington, which clients are entitled to receive, or have the power to
direct the receipt of, dividends from, or the proceeds from the sale of,
such shares. Wellington has shared voting power over 155,800 shares and
has shared investment power over 173,000 shares of the Company's Common
Stock.
(3) Based on Schedule 13G, dated February 10, 1998, and filed with the SEC by
Brandes Investment Partners, L.P. ("Brandes"). Brandes is an investment
adviser which may be deemed to beneficially own the 255,972 shares of the
Company's Common Stock. Brandes has sole voting and investment power over
the 255,972 shares of the Company's Common Stock.
(4) Based on a Schedule 13G, dated January 28, 1998, and filed with the SEC on
behalf of John Hancock Mutual Life Insurance Company ("JHMLICO"), JHMLICO's
direct, wholly-owned subsidiary, John Hancock Subsidiaries, Inc. ("JHSI"),
JHSI'S direct, wholly-owned subsidiary, The Berkeley Financial Group
("TBFG") and TBFG's direct, wholly-owned subsidiary, John Hancock Advisers,
Inc. ("JHA"). JHA, an investment adviser, has sole voting and investment
power over the 190,000 shares of the Company's Common Stock. Through their
parent-subsidiary relationship to JHA, JHMLICO, JHSI and TBFG have
indirect, beneficial ownership of these same shares. 20,000 shares are held
by The Southeastern Thrift and Bank Fund, Inc., an open-end diversified
management company registered under Section 8 of the Investment Company Act
("Section 8"). 115,000 shares are held by John Hancock Regional Bank Fund,
an open-end diversified management company registered under Section 8.
55,000 shares are held by John Hancock Bank and Thrift Opportunity Fund, a
closed-end diversified management company registered under Section 8.
(5) The Employee Stock Ownership Plan ("ESOP") is administered by a committee
of the Company's Board of Directors (the "ESOP Committee"). The ESOP's
assets are held in a trust (the "ESOP Trust"), for which First Bankers
Trust Company, N.A. serves as trustee (the "ESOP Trustee"). The ESOP Trust
purchased these shares with funds borrowed from the Company, initially
placed these shares in a suspense account for future allocation and intends
to allocate them to employees over a period of years as its acquisition
debt is retired. The terms of the ESOP Trust Agreement provide that,
subject to the ESOP Trustee's fiduciary responsibilities under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the ESOP
Committee will vote, tender or exchange shares of Common Stock held in the
ESOP Trust in accordance with the following rules. The ESOP Committee will
vote, tender or exchange shares of Common Stock allocated to participants'
accounts in accordance with instructions received from the participants. As
of January 31, 1998, 62,408 shares held by the ESOP Trust have been
allocated. The ESOP Committee will vote allocated shares as to which no
instructions are received and any shares that have not been allocated to
participants' accounts in the same proportion as allocated shares with
respect to which the ESOP trustee receives instructions are voted. The ESOP
Trustee will tender or exchange any shares in the suspense account or that
otherwise have not been allocated to participants' accounts in the same
proportion as allocated shares with respect to which the ESOP Trustee
receives instructions are tendered or exchanged. With respect to allocated
shares as to which no instructions are received, the ESOP Trustee will be
deemed to have received instructions not to tender or exchange such shares.
Except as described above, the ESOP Committee of the Company's Board of
Directors has sole investment power, but no voting power over the Common
Stock held in the ESOP Trust.
4
<PAGE>
Security Ownership of Management
The following table sets forth information with respect to the shares of
Common Stock beneficially owned by each director of the Company, by each Named
Executive Officer of the Company identified in the Summary Compensation Table
included elsewhere herein and all directors and executive officers of the
Company or the Company's wholly owned subsidiary, First Federal Savings Bank of
Iowa (formerly known as First Federal Savings Bank of Fort Dodge) (the "Bank")
as a group as of February 28, 1998.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Common
Beneficial Stock
Name Title (1) Ownership(2)(3)(4) Outstanding(5)
- ---- --------- ------------------ --------------
<S> <C> <C> <C>
David M. Bradley Chairman of the 26,242(6) 0.80%
Board,
President and Chief
Executive Officer
KaRene Egemo Director 22,762(7) 0.69
Howard A. Hecht Director 23,064(8) 0.70
Melvin R. Schroeder Director 11,504(9) 0.35
John M. Peters Director 15,840(10) 0.48
Robert H. Singer, Jr. Director 5,312(11) 0.16
All directors and executive officers as 306,455 9.28
a group (10 persons)(12)
</TABLE>
- ---------------
(1) Titles are for both the Company and the Bank.
(2) See "Principal Shareholders of the Company" for a definition of "beneficial
ownership." All persons shown in the above table have sole voting and
investment power, except as otherwise indicated.
(3) The figure shown for all directors and executive officers as a group
includes all 188,075 shares held in the ESOP as to which the members of the
Company's ESOP Committee (consisting of Mr. Peters (Chairman), Mr.
Schroeder and Mr. Hecht) may be deemed to have sole investment power,
except in limited circumstances, thereby causing each such Committee member
to be deemed a beneficial owner of such shares. Each of the members of the
ESOP Committee disclaims beneficial ownership of such shares and,
accordingly, such shares are not attributed to the members of the ESOP
Committee individually. See "Proposal One -- Compensation of Directors and
Executive Officers -- Employee Stock Ownership Plan and Trust."
(4) The figures shown include shares held pursuant to First Federal Savings
Bank of Fort Dodge Thrift Plan that have been allocated as of February 28,
1998 to all directors and executive officers as a group, 751 shares. Such
persons have sole voting power and sole investment power as to such shares.
(5) Percentages with respect to each person or group of persons have been
calculated as though the number of outstanding shares of Common Stock was
3,266,483, the number of shares of Common Stock outstanding as of January
31, 1998, plus in the case of each individual and the group, the number of
additional shares of Common Stock which would be issued upon the exercise
of all options by such individuals or group, respectively, within 60 days
after January 31, 1998.
(6) Includes 7,740 shares over which Mr. David M. Bradley has shared voting and
investment power. The figure shown includes 7,416 shares held in trust
pursuant to the ESOP that have been allocated as of February 28, 1998 to
Mr. Bradley's individual account. Mr. Bradley has voting power (subject to
the legal duties of the ESOP Trustee) but no investment power, except in
limited circumstances, as to such shares. The figure shown for Mr. Bradley
does not include 125,667 shares held in trust pursuant to the ESOP that
have not been allocated to any individual's account and as to which Mr.
Bradley shares voting power with other ESOP participants. Includes 8,000
shares which may be acquired upon the exercise of stock options within 60
days of January 31, 1998.
(7) Includes 18,762 shares over which Ms. KaRene Egemo has shared voting and
investment power. Includes 4,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 1998.
(8) Includes 5,318 shares over which Mr. Howard A. Hecht has shared voting and
investment power. Includes 4,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 1998.
(9) Includes 7,504 shares over which Mr. Melvin R. Schroeder has shared voting
and investment power. Includes 4,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 1998.
(10) Includes 11,840 shares over which Mr. John M. Peters has sole voting and
investment power. Includes 4,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 1998.
(11) Includes 4,812 shares over which Mr. Robert H. Singer, Jr. has shared
voting and investment power. Includes 500 shares which may be acquired upon
the exercise of stock options within 60 days of January 31, 1998.
(12) Includes 48,378 shares over which the directors and executive officers
share voting power, 48,378 shares over which the directors and executive
officers share investment power and an aggregate of 33,900 shares which may
be acquired upon the exercise of stock options within 60 days after January
31, 1998.
5
<PAGE>
_________________________________________
PROPOSAL ONE
ELECTION OF DIRECTORS
_________________________________________
General
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes, each class to contain, as near as
may be possible, one-third of the entire number of the Board. The directors of
each class serve for a term of three years, with one class elected each year. In
all cases, directors serve until their successors are elected and qualified.
The Nominating Committee, composed of Directors Egemo, Peters and Singer,
with Ms. Egemo as Chairman, has nominated two candidates for election at the
Annual Meeting as directors, each to serve for a three-year term ending in 2001.
Each nominee has consented to being named in this Proxy Statement and to serve
if elected. However, if any nominee should become unable to serve, the proxies
received in response to this solicitation that were voted in favor of such
nominee will be voted for the election of such other person as shall be
designated by the Board of Directors of the Company, unless the Board of
Directors shall determine to further reduce the number of directors pursuant to
the Bylaws of the Company. In any event, proxies cannot be voted for a greater
number of persons than the two nominees named.
Information with Respect to Nominees and Continuing Directors
The following table sets forth certain information with respect to each
nominee for election as a director and each director whose term does not expire
at the Annual Meeting ("Continuing Director"). There are no arrangements or
understandings between the Company and any director or nominee pursuant to which
such person was elected or nominated to be a director of the Company. For
information with respect to security ownership of directors, see "General
Information -- Security Ownership of Certain Beneficial Owners and Management --
Security Ownership of Management."
<TABLE>
<CAPTION>
End of Director
Name Age(1) Term Position Held with Company Since(2)
- ---- ------ ---- -------------------------- --------
Nominees for a Three-Year
Term Expiring in 2001
<S> <C> <C> <C> <C>
Howard A. Hecht 70 2001 Director 1990
Melvin R. Schroeder 60 2001 Director 1992
Continuing Directors
David M. Bradley 45 2000 Chairman of the Board, President and 1989
Chief Executive Officer
Robert H. Singer, Jr. 49 2000 Director 1997
John M. Peters 71 1999 Director 1989
KaRene Egemo 61 1999 Director 1993
</TABLE>
_____________________________
(1) At March 20, 1998.
(2) Includes terms as directors of the Bank prior to the incorporation of the
Company on December 5, 1995.
The principal occupation and business experience of each nominee for
election as director and of each continuing director are set forth below.
6
<PAGE>
Nominees for Election as Directors
Howard A. Hecht is a retired insurance executive. He was employed for 39
years as Vice President with Principal Mutual Life Insurance Company, Des
Moines, Iowa.
Melvin R. Schroeder is Vice President of Instruction at Iowa Central
Community College in Fort Dodge. He has been employed with the College since
1967.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF BOTH NOMINEES FOR ELECTION AS DIRECTORS.
Continuing Directors
David M. Bradley, CPA has been President of the Bank since 1990 and Chief
Executive Officer of the Bank since 1992. He has been affiliated with the Bank
since 1982. Mr. Bradley became Chairman of the Board of the Company and the Bank
as of January 1, 1997.
KaRene Egemo has been the owner of Egemo Realty, Inc. in Fort Dodge, Iowa,
since 1978.
John M. Peters is a retired attorney after practicing law in Fort Dodge,
Iowa, for 31 years.
Robert H. Singer, Jr. has been the co-owner of Calvert, Singer & Kelley
Insurance Services, Inc., an insurance agency, in Fort Dodge, Iowa, since 1988.
Board and Committee Meetings
The Company's Board of Directors held 16 meetings during 1997. During 1997,
all directors of the Company attended at least 75% of the total meetings held
during the period of their service on the Board of Directors and committees
thereof. The Board of Directors maintains committees, the nature and composition
of which are described below.
Examining and Audit Committee. The Examining and Audit Committee recommends
the selection of the Company's independent accountants to the Board and meets
with the accountants to discuss the scope and to review the results of the
annual audit. It is comprised of Directors Hecht (Chairman), Schroeder and
Egemo. The Examining and Audit Committee of the Company met 2 times during the
year ended December 31, 1997.
Personnel and Compensation Committee. The Personnel and Compensation
Committee meets periodically to review the performance of and to make
recommendations to the Board regarding the compensation of the Company's
officers. The Personnel and Compensation Committee of the Company is comprised
of Directors Peters (Chairman), Egemo and Hecht. The Personnel and Compensation
Committee met 2 times during the year ended December 31, 1997.
Nominating Committee. The Nominating Committee discusses director
nominations prior to each Annual Meeting of the Company. It is comprised of
Directors Egemo (Chairman), Peters and Singer. The Nominating Committee met 1
time during the year ended December 31, 1997.
The Nominating Committee met on January 23, 1998 to select the nominees for
election as directors at the Annual Meeting. In accordance with the Bylaws of
the Company, no nominations for election as directors, except those made by the
Nominating Committee, shall be voted upon at the Annual Meeting unless properly
made by a shareholder. No nominations for directors were received from
shareholders for
7
<PAGE>
the elections to be held at the Annual Meeting. To be timely, notice of a
shareholder's nomination for an annual meeting must be delivered to or received
by the Corporate Secretary of the Company not less than 60 days prior to the
date of the meeting if such meeting is to be held on a day which is within 30
days preceding the anniversary of the previous year's annual meeting, not less
than 90 days prior to the date of the meeting if such meeting is to be held on
or after the anniversary of the previous year's annual meeting, or, with respect
to an annual meeting held at any other time, not more than 10 days following the
date on which notice of such meeting is first given to shareholders.
Executive Officers
The following individuals are executive officers of the Company and the
Bank and hold the offices set forth below opposite their names.
Name Position Held with the Company and the Bank
---- -------------------------------------------
C. Thomas Chalstrom Executive Vice President
Jean L. Lake Secretary
John L. Pierschbacher Treasurer
Name Position Held with the Bank
---- ---------------------------
Kirk A. Yung Senior Vice President
The executive officers of the Company and the Bank are elected annually and
hold office until their respective successors have been elected and qualified,
or until death, resignation, or removal by the Boards of Directors of each of
the Company and the Bank.
Biographical information of executive officers of the Company and the Bank
is set forth below.
C. Thomas Chalstrom, age 33, has been employed with the Bank since 1985,
was named Executive Vice President in December 1994 and is in charge of real
estate mortgage lending. Mr. Chalstrom was named an executive officer of the
Company in January of 1998.
Jean L. Lake, age 55, has been employed with the Bank since 1972 and was
named Secretary in 1987. Ms. Lake serves as Board Secretary and is in charge of
marketing.
John L. Pierschbacher, CPA, age 38, has been employed with the Bank since
1992. Mr. Pierschbacher was named Treasurer of the Bank in January 1994. He is
the Bank and the Company's chief financial officer and is in charge of the
accounting functions of the Bank and the Company. Mr. Pierschbacher was employed
in public accounting for nine years at the public accounting firm of McGladrey &
Pullen, LLP prior to joining the Bank.
Kirk A. Yung, age 35, has been employed with the Bank since 1990, was named
Senior Vice President in January 1995 and is in charge of consumer lending. Mr.
Yung had five years of experience in various positions with financial
institutions before joining the Bank.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Fee Arrangements. Currently, non-employee directors receive monthly fees of
$450 and an additional director's fee of $300 for each monthly meeting attended.
8
<PAGE>
Stock Option Plan. Directors of the Company are eligible to receive grants
of Options pursuant to the Company's Option Plan. A maximum of 123,315 shares of
the Common Stock may be issued to Eligible Directors (as defined herein) upon
the exercise of Options. The Board of Directors has amended the Option Plan to
change the number of the Options granted to future directors of the Company
pursuant to the Plan. The proposed amendment to the Option Plan is subject to
shareholder approval at the Annual Meeting. See "Proposal Two -- Approval of
Amendment No. 2 to the North Central Bancshares, Inc. 1996 Stock Option Plan."
Executive Compensation
The Report of the Company's Personnel and Compensation Committee and
the Performance Graph included in this section are provided in accordance with
the rules and regulations of the SEC. Pursuant to such rules and regulations,
the Report and the Graph shall not be deemed "soliciting material," filed with
the SEC, subject to Regulation 14A or 14C of the SEC or subject to the
liabilities of section 18 of the Exchange Act.
Compensation Committee Report.
The 1997 compensation programs described in this Proxy Statement were
established by the Personnel and Compensation Committee of the Company's Board
of Directors. The Committee is comprised entirely of non-employee directors.
The Company's compensation program was designed to create and sustain high
performance, to attract and retain the people necessary to grow the business,
and to induce employees to act as shareowners of the business and to become
personally accountable for their own individual actions and the overall business
success. The program was designed to be highly sensitive to performance and
reflect both short and long term performance.
The 1997 compensation program consists of three components: (1) base
salary; (2) annual bonus; and (3) long term incentives, e.g., stock options and
fringe benefits. These elements are intended to provide an overall compensation
package that is commensurate with the Company's financial resources, that is
appropriate to assure the retention of experienced management personnel and
align their financial interests with those of the Company's shareholders, and
that is responsive to the immediate and long-term needs of executive officers
and their families.
For 1997, base salaries were set at levels determined, in the subjective
judgment of the Compensation Committee, to be commensurate with the executive
officers' customary respective duties and responsibilities and to enable them to
maintain appropriate standards of living within their communities. Discretionary
bonuses for 1997 were determined, in the subjective judgment of the Compensation
Committee, with the intention of rewarding effort, performance and results at
levels above and beyond those assumed in establishing base salary rates. Fringe
benefit plans, consisting of a pension plan, 401(K) plan, and group insurance
coverages, are designed to provide for the health and welfare of the executives
and their families and as well as for their long-term financial needs. In
addition, all executive officers participate in the Bank's Employee Stock
Ownership Plan (the "ESOP"). Each executive officer has an individual account
within the ESOP Trust which is invested primarily in employer securities, with
the result that a portion of each executive officer's long-term retirement
savings is tied to the performance of the Bank and the Company.
No additional stock options were awarded to employees of Bank or the
Company in 1997.
9
<PAGE>
The Chief Executive Officer's base salary for 1997 was $140,000; and he was
awarded a 1997 bonus of $10,000, making his total 1997 cash compensation
$150,000.
Personnel and Compensation
Committee of North Central
Bancshares, Inc.
John M. Peters, Chairman
KaRene Egemo, Member
Howard A. Hecht, Member
Compensation Committee Interlocks and Insider Participation. There are no
interlocks, as defined under the rules and regulations of the SEC, between the
Personnel and Compensation Committee and corporate affiliates of members of the
Personnel and Compensation Committee or otherwise.
10
<PAGE>
Performance Graph.
Pursuant to the regulations of the SEC, the graph below compares the
performance of the Bank with that of the Nasdaq Composite Index (U.S. Companies)
and the Nasdaq Bank Composite Index (banks and bank holding companies, over 99%
of which are based in the United States) from August 31, 1994, the date of the
Bank's initial public offering, through December 31, 1997. On March 20, 1996,
the Bank completed a reorganization from the mutual holding company form of
organization to the stock holding company form of organization. In connection
with this reorganization, each outstanding share of the Bank's common stock was
converted into 1,385,590 shares of the Company's common stock and the Company
sold and issued 2,625,467 additional shares of its common stock at a
subscription price of $10.00 per share. At that time, the Company replaced the
Bank as the issuer listed by The Nasdaq Stock Market. Accordingly, the graph
below presents performance of the Bank's stock through March 20, 1996 and the
Company's stock through December 31, 1997. The graph assumes the reinvestment of
dividends in additional shares of the same class of equity securities as those
below.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Legend
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Symbol CRSP Total Returns Index for: 8/31/94 12/30/94 06/30/95 12/29/95 06/28/96 12/31/96 12/31/97
- ------ ----------------------------- ------- -------- -------- -------- -------- -------- --------
. North Central Bancshares, Inc. 100.0 83.4 102.2 117.3 113.2 141.0 209.7
...--. * Nasdaq Stock Market (US 100.0 98.6 123.0 139.4 157.9 171.5 210.5
Companies)
- ----- .. Nasdaq Financial Stocks 100.0 91.6 109.1 133.4 142.1 171.0 262.5
SIC 6000-6799 US & Foreign
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 08/31/94.
- --------------------------------------------------------------------------------
</TABLE>
There can be no assurance that stock performance will continue into the future
with the same or similar trends depicted in the graph above.
11
<PAGE>
Summary Compensation Table.
The following Summary Compensation Table includes individual compensation
information on the Chief Executive Officer (the "Named Executive Officer") for
services rendered in all capacities to the Company and the Bank during the
fiscal years ended December 31, 1997, 1996 and 1995. No other officer received
total salary and bonus in excess of $100,000 in fiscal 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation (1) Awards Payouts
-------------------------------- ------------------------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Other Restricted Underlying
Annual Stock Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Awards SARS Payouts Compensation
Positions Year ($)(1) ($) ($)(2) ($) (#) ($) ($)(3)
- ---------------------- ---- ------- ----- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David M. Bradley 1997 140,000 10,101 --- --- --- --- 46,806
Chairman of the Board, 1996 117,500 20,101 --- --- 40,000 --- 35,420
President and Chief 1995 110,000 27,601 --- --- --- --- 21,458
Executive Officer
</TABLE>
- ----------------------------------------------
(1) Amount shown is gross earnings. Includes $3,498, $4,112 and $6,600
contributed by Mr. Bradley on an after-tax basis to the Bank's Thrift Plan
for the years ended December 31, 1997, 1996 and 1995, respectively.
(2) The Bank provides Mr. Bradley with the use of an automobile, membership
dues and other personal benefits that are not included in the cash
compensation table because the Company believes that the aggregate value of
such benefits did not exceed the lesser of $50,000 or 10% of Mr. Bradley's
salary and bonus in the years reflected.
(3) Includes allocations under the ESOP of 2,355 shares of the Company's Common
Stock, 2,460 and 1,597 shares of the common stock of the Bank for 1997,
1996 and 1995 with a total market value of $46,806, $33,364, and $18,158,
respectively, as of their respective allocation dates of December 31, 1997,
December 31, 1996 and December 31, 1995, based on the closing sales prices
for shares of the Company's and/or Bank's common stock on The Nasdaq Stock
Market on such dates. On March 20, 1996, the 2,399 shares of the Bank's
Common Stock allocated as of such date were exchanged for 2,601 shares of
the Company's Common Stock. Also includes $2,056 and $3,300 in matching
contributions allocated to Mr. Bradley's account under the Bank's Thrift
Plan for the years ended December 31, 1996 and 1995, respectively. No such
matching contributions were allocated to Mr. Bradley's account for the year
ended December 31, 1997.
Employment Agreements.
Effective as of March 20, 1996, the Company entered into an employment
agreement with Mr. Bradley, and the Bank entered into an amended and restated
employment agreement with Mr. Bradley (collectively, the "Employment
Agreements"). The Employment Agreements establish the duties and compensation of
Mr. Bradley and are intended to ensure that the Bank and the Company will be
able to maintain a stable and competent management base.
The Employment Agreements with Mr. Bradley provide for a three-year term.
The Bank Employment Agreement provides that, commencing on the first anniversary
date and continuing each anniversary date thereafter, the Board of Directors
may, with Mr. Bradley's concurrence and after conducting a performance
evaluation, extend this term for an additional year, so that the remaining term
shall be three years. The Company Employment Agreement provides for automatic
daily extensions such that the term of the Company Employment Agreement shall be
a rolling period of three years unless written notice of non-renewal is given by
the Company's Board of Directors or Mr. Bradley. Under the Employment
Agreements, Mr. Bradley's base salary for 1998 is $165,000. Mr. Bradley's base
salary will be reviewed annually by the Personnel and Compensation Committee of
the Board. Subject to such review, Mr. Bradley's
12
<PAGE>
base salary may be increased on the basis of his job performance and the overall
performance of the Bank and the Company. In addition to base salary, the
Employment Agreements provide for, among other things, entitlement to
participation in stock, retirement and welfare benefit plans and eligibility for
fringe benefits applicable to executive personnel such as a company car and fees
for club and organization memberships deemed appropriate by the Bank or the
Company and Mr. Bradley. The Employment Agreements provide for termination by
the Bank or the Company at any time for "cause" as defined in the Employment
Agreements. In the event the Bank or the Company chooses to terminate Mr.
Bradley's employment for reasons other than for cause, or in the event of Mr.
Bradley's resignation from the Bank and the Company upon: (i) failure to re-
appoint, elect or re-elect him to his current offices; (ii) a material change in
his functions, duties or responsibilities; (iii) a relocation of his principal
place of employment outside Webster County, Iowa without his consent; (iv)
liquidation or dissolution of the Bank or the Company; (v) a change of control;
or (vi) a breach of the Employment Agreement by the Bank or the Company, Mr.
Bradley or, in the event of death, his beneficiary, would be entitled to a lump
sum cash payment in an amount equal to the present value of the remaining base
salary and bonus payments due to him and the additional contributions or
benefits that would have been earned under any employee benefit plans of the
Bank or the Company during the remaining terms of the Employment Agreements. The
Bank and the Company would also continue Mr. Bradley's life, health and
disability insurance coverage for the remaining term of the Employment
Agreements.
In general, for purposes of the Employment Agreements and the plans
maintained by the Company or the Bank, a "change in control" will generally be
deemed to occur when a person or group of persons acting in concert acquires
beneficial ownership of 20% or more of any class of equity security, such as
Common Stock of the Company or the Bank, or in the event of a tender offer,
exchange offer, merger or other form of business combination, sale of assets or
contested election of directors which results in a change in control of the
majority of the Board of Directors of the Company or the Bank.
Payment under the Company Agreement would be made by the Company. In
addition, payments to Mr. Bradley under the Bank Agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
However, to the extent that payments under the Company Agreement and the Bank
Agreement are duplicative, payments due under the Company's Employment Agreement
would be offset by amounts actually paid by the Bank. The Employment Agreements
also provide that Mr. Bradley would be entitled to reimbursement of certain
costs incurred in negotiating, interpreting or enforcing the Employment
Agreements. Mr. Bradley would also be indemnified by the Bank and the Company to
the fullest extent allowable under federal and Iowa law, respectively.
Cash and benefits paid to Mr. Bradley under the Employment Agreements
together with payments under other benefit plans following a "change in control"
of the Bank or the Company may constitute an "excess parachute" payment under
Section 280G of the Code, resulting in the imposition of a 20% excise tax on the
recipient and the denial of the deduction for such excess amounts to the Company
and the Bank. In such an event, payments under the Employment Agreements will be
limited to the lesser of: (i) 2.99 times Mr. Bradley's average total
compensation (whether or not taxable) for the period of five taxable years
ending immediately prior to his termination of employment, or (ii) after
provision for the excise tax, if any, imposed under section 4999 of the Code,
the greater of an amount 2.99 times Mr. Bradley's average taxable compensation
for the period of five taxable years ending immediately prior to his termination
of employment or the maximum amount which may be paid to Mr. Bradley under the
Employment Agreements without giving rise to such tax.
The Employment Agreements also generally provide that for a period of one
year following termination for cause, Mr. Bradley agrees not to compete with the
Bank or Company in any city, town or county in which the Bank or Company
maintains an office or has filed an application to establish an office. The
Employment Agreements also provide that Mr. Bradley agrees to keep any material
document or
13
<PAGE>
information obtained from the Bank or Company confidential. In addition, the
Employment Agreements provide that for a period of one year following
termination, Mr. Bradley agrees not to solicit or offer employment to any
officer or employee of the Bank or Company or solicit their respective
customers.
Pension Plan.
The Bank participates in a multiple-employer noncontributory tax-qualified
defined benefit plan (the "Retirement Plan") for eligible employees. As
required, the Bank annually contributes an amount to the Retirement Plan
necessary to satisfy the actuarially determined minimum funding requirements in
accordance with the ERISA. The Bank was not required to make any contributions
to the Retirement Plan for the year ended December 31, 1997.
Pension Plan Table.
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 under the Bank's Retirement Plan based on the Retirement
Plan provisions at December 31, 1997. The amounts are expressed in the form of a
single life annuity available at various levels of compensation and years of
benefit service:
<TABLE>
<CAPTION>
Years of Service and
Benefit Payable at Retirement
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Highest Average
Salary 15 20 25 30 35
- ----------------- ------ ------ ------ ------ -------
$100,000 28,177 37,569 46,961 56,353 65,745
125,000 35,677 47,569 59,461 71,353 83,245
150,000 43,177 57,569 71,961 86,353 100,745
175,000(1) 46,117(1) 61,569(1) 76,961(1) 92,353(1) 107,745(1)
</TABLE>
________________________________________
(1) Under section 401(a)(17) of the Code, a participant's compensation in excess
of $150,000 (as adjusted to reflect cost-of-living increases) is disregarded
for purposes of determining highest average salary for benefit accruals in
plan years beginning in or after 1994. This limitation was $160,000 for
1997.
These annual benefit amounts are subject to adjustments for Social Security
benefits. At December 31, 1997, David M. Bradley had 15 years of credited
service under the Retirement Plan and his highest average salary was $110,003.
Compensation recognized for purposes of retirement plan benefits consists of
salary as reported in column (c) of the Summary Compensation Table.
Employee Stock Ownership Plan and Trust.
The Bank has established an ESOP for eligible employees. The ESOP is a tax-
qualified plan subject to the requirements of ERISA and the Internal Revenue
Code of 1986. Employees with a 12-month period of employment with the Bank
during which they worked at least 1,000 hours and who have attained age 21 are
eligible to participate.
The ESOP borrowed funds from an unrelated third party lender to finance the
purchase of 96,000 shares of the Bank's common stock issued in the Bank's stock
offering. On March 20, 1996, such shares were exchanged for 104,075 shares of
the Company's Common Stock. Collateral for such loan consisted of the Common
Stock held by the ESOP, as well as cash in the amount of $100,000 pledged by
North Central Bancshares, MHC ("MHC"), the Company's predecessor. The loan was
to be repaid principally from the Bank's contributions to the ESOP over a period
of up to ten years. In connection with the conversion and reorganization of the
Bank and the MHC from the mutual holding company structure to the stock holding
14
<PAGE>
company structure (the "Conversion"), the Company loaned $840,000 to the ESOP to
enable it to purchase 84,000 shares of Common Stock. This loan was for a term of
10 years and bore interest at a rate of 7.0% per annum, and called for level
annual payments of principal and interest designed to amortize the loan over its
term. On September 3, 1996, the two outstanding loans were consolidated into a
single loan from the Company. Shares of Common Stock purchased by the ESOP are
pledged as collateral for the loan, and will be held in a suspense account until
released for allocation among participants in the ESOP as the loan is repaid.
Although contributions to the ESOP will be discretionary, the Company or the
Bank intends to make annual contributions to the ESOP in an aggregate amount at
least equal to the principal and interest requirement on the debt.
Contributions to the ESOP and shares released from the suspense account in
an amount proportional to the repayment of the ESOP loans will be allocated
among participants on the basis of compensation in the year of allocation, up to
an annual adjusted maximum level of compensation. Benefits generally become 100%
vested after five years of credited service. Forfeitures will be reallocated
among remaining participating employees in the same proportion as contributions.
Benefits may be payable upon death, retirement, early retirement, disability or
separation from service. The Bank's contributions to the ESOP will not be fixed,
so benefits payable under the ESOP cannot be estimated.
The ESOP Trustee, subject to its fiduciary duty, must vote all allocated
shares held in the ESOP in accordance with the instructions of the participating
employees. Under the ESOP, unallocated shares or any allocated shares for which
the ESOP Trustee does not receive voting instructions will be voted in a manner
calculated to most accurately reflect the instructions the ESOP Trustee has
received from participants regarding the allocated stock as long as such vote is
in accordance with the provisions of ERISA.
Stock Option Plan.
The Option Plan was approved by the Company's shareholders at a Special
Meeting of Shareholders held on September 21, 1996. The Option Plan provides for
the grant of Options to certain officers, employees and outside directors of the
Company. The Option Plan is not subject to ERISA. The purpose of the Option Plan
is to promote the growth and profitability of the Company, to provide certain
key officers, employees and directors of the Company and its affiliates with an
incentive to achieve corporate objectives, to attract and retain individuals of
outstanding competence and to provide such individuals with an equity interest
in the Company. For a description of the Option Plan and proposed Amendment No.
2 as defined herein to the Option Plan, see "Proposal Two - Approval of
Amendment No. 2 to the North Central Bancshares, Inc. 1996 Stock Option Plan."
The Company did not grant any Options to the Named Executive Officer during
1997.
15
<PAGE>
The following table provides certain information with respect to the number
of shares of Common Stock acquired through the exercise of, or represented by
outstanding, stock options held by the Named Executive Officer on December 31,
1997. Also reported is the value for "in-the-money" options, which represent the
positive spread between the exercise price of any such existing stock options
and the year-end price of the Common Stock, which was $19.875 per share.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-end Year-end
(#) ($)
Name (1) Exercisable/Unexercisable Exercisable/Unexercisable
- -------- ------------------------- --------------------------
<S> <C> <C>
David M. Bradley 8,000/32,000 60,000/240,000
Chairman of the Board, President and
Chief Executive Officer
</TABLE>
_____________________
(1) Mr. Bradley did not exercise options during the fiscal year ended December
31, 1997.
Transactions With Certain Related Persons
From time to time the Bank makes loans to its and the Company's officers
and directors, which loans are made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
certain officers, and persons who own more than ten percent of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company or the Bank, or written representations that no forms were
necessary, the Company believes that, during the last fiscal year, all filing
requirements applicable to its officers, directors and greater than ten percent
shareholders of the Company and the Bank were complied with.
16
<PAGE>
_____________________________________________________________
PROPOSAL TWO
APPROVAL OF AMENDMENT NO. 2 TO THE
NORTH CENTRAL BANCSHARES, INC. 1996 STOCK OPTION PLAN
_____________________________________________________________
General
The Company's Board of Directors adopted the Option Plan on July 13, 1996,
subject to approval by the shareholders. The shareholders approved the Option
Plan on September 21, 1996 and Amendment No. 1 to the Option Plan on March 21,
1997.
The Board of Directors has adopted Amendment No. 2 to the Option Plan,
subject to approval by shareholders of the Company, for the purpose of
authorizing an increased annual option grant to individuals who become non-
employee directors of the Company or the Bank after September 21, 1996. (these
changes to the Option Plan referred to herein as "Amendment No. 2"). Amendment
No. 2 does not increase the number of shares reserved for issuance, decrease the
price per share at which Options may be granted or alter the classes of
individuals eligible to participate in the Option Plan. The principal provisions
of the Option Plan, as it would be amended by Amendment No. 2, are described
below. The full text of the Amendment No. 2 is set forth as Appendix A to this
Proxy Statement, to which reference is made, and the summary of Amendment No. 2
provided below is qualified in its entirety by such reference.
Pursuant to the Company's Bylaws, the affirmative vote of a majority of the
shares present and entitled to vote at a meeting at which a quorum is present is
required for approval of Amendment No. 2. In the event that such vote is not
obtained, the Option Plan will remain in effect but Amendment No. 2 will not
take effect.
Purpose of the Option Plan
The purpose of the Option Plan is to promote the growth and profitability
of the Company, to provide certain key officers, employees and directors of the
Company and its affiliates with an incentive to achieve corporate objectives, to
attract and retain individuals of outstanding competence and to provide such
individuals with an equity interest in the Company. The Option Plan provides for
the grant of Options to certain officers, employees and outside directors of the
Company.
Description of the Option Plan
Administration. The Personnel and Compensation Committee of the Board (or
any successor committee) or such other committee as the Board may designate (the
"Committee") will administer the Option Plan. Such Committee will be comprised
of at least two directors of the Company, and all directors on the Committee
will be "disinterested directors" (as that term is defined under Section 162(m)
of the Internal Revenue Code) who are not currently and have not at any time
during the immediately preceding one-year period been an employee of the
Company, the Bank or any affiliates. The Committee will determine, within the
limitations of the Option Plan, the officers and employees to whom Options will
be granted, the number of shares subject to each Option, the terms of such
Options (including provisions regarding exercisability and acceleration of
exercisability) and the procedures by which the Options may be exercised.
Options granted to directors under the Option Plan are by automatic formula
grant, and the Committee has no discretion over the material terms of such
grants. Subject to certain specific limitations and restrictions set forth in
the Option Plan, the Committee has full and final authority to interpret the
Option
17
<PAGE>
Plan, to prescribe, amend and rescind rules and regulations, if any, relating to
the Option Plan and to make all determinations necessary or advisable for the
administration of the Option Plan. The costs and expenses of administering the
Option Plan will be borne by the Company.
Stock Subject to the Option Plan. The Company reserved 401,105 shares of
the Company Common Stock (the "Shares") for issuance upon exercise of Options,
of which 8,500 shares have been issued pursuant to the exercise of Options. Such
Shares may be authorized and unissued shares or shares previously issued and
reacquired by the Company. Any Shares subject to grants under the Option Plan
which expire or are terminated, forfeited or canceled without having been
exercised or vested in full, shall again be available for purposes of the Option
Plan. As of February 27, 1998, the aggregate fair market value of the Shares
reserved for issuance was $8,244,705, based on the closing sales price per share
of Common Stock of $21.00 on The Nasdaq Stock Market on such date.
Eligibility. Any employee of the Company or its affiliates who is selected
by the Committee is eligible to participate in the Option Plan as an "Eligible
Individual." As of February 28, 1998, there were approximately 25 Eligible
Individuals. Members of the Board of Directors of the Company or the Bank who
are not employees or officers of the Company or Bank are eligible to participate
as an "Eligible Director." As of February 28, 1998, there were 5 Eligible
Directors.
Terms and Conditions of Options Granted to Officers and Employees. The
Option Plan provides for the grant of Options which qualify for favorable
federal income tax treatment as "incentive stock options" ("ISOs"), non-
qualified stock options which do not so qualify ("NQSOs") and certain limited
stock appreciation rights ("LSARs"). Unless otherwise designated by the
Committee, Options granted under the Option Plan will be NQSOs, will be
exercisable for a price per Share equal to the fair market value of a Share on
the date of the Option grant and will be exercisable for a period of ten years
after the date of grant (or for a shorter period ending three months after the
Option holder's termination of employment for reasons other than death,
disability or retirement or discharge for cause, one year after termination of
employment due to death, disability or retirement, or immediately upon
termination for cause). In no event may an Option be granted with an exercise
price per Share that is less than fair market value of a Share when the Option
is granted, or for a term exceeding ten years from the date of grant. An Option
holder's right to exercise Options is suspended during any period when the
Option holder is the subject of a pending proceeding to terminate his or her
employment for cause.
Upon the exercise of an Option, the Exercise Price must be paid in full.
Payment may be made in cash or in such other consideration as the Committee
deems appropriate, including, but not limited to, Shares already owned by the
option holder or Shares to be acquired by the option holder upon exercise of the
Option, provided that the delivery of Shares concurrently with the exercise of
an Option does not violate Section 16(b) of the Exchange Act ("Section 16(b)"),
or any rules or regulations promulgated thereunder.
Terms and Conditions of Options Granted to Directors. Effective on
September 21, 1996 (the "Effective Date"), each person who was an Eligible
Director on such date was granted a NQSO to purchase 20,000 Shares. The Exercise
Price of such Options is equal to the fair market value of a Share on the date
of grant and an Exercise Period commencing on the date of grant and expiring on
the earliest of (i) the date he ceases to be an Eligible Director due to a
removal for cause (in accordance with the Bylaws) of the Bank or the Company, as
applicable and (ii) the last day of the ten-year period commencing on the date
the Option was granted. On the first anniversary of the date of grant and on
each anniversary thereof until all 20,000 Shares subject to the grant are
exercisable, the Option will become exercisable as to 4,000 of the Shares as to
which his outstanding Option has been granted. All optioned Shares not
previously purchased or available for purchase will become available for
purchase, on the date of the Option holder's death, disability as defined in the
Option Plan, retirement or a Change in Control. Currently, the Option Plan
provides for an annual grant of Options to purchase 500 shares of Common Stock
to each person who becomes an Eligible
18
<PAGE>
Director after September 21, 1996 and who, therefore, did not receive an initial
Option to purchase 20,000 shares. Amendment No. 2 would increase the annual
Option grant to new Eligible Directors from 500 shares to 2,000 shares. In
addition, Amendment No. 2 authorizes a one-time grant of an additional Option to
purchase 1,500 shares to each Eligible Director who was granted an Option to
purchase 500 shares in 1997. All such Options have an exercise price equal to
the fair market value of a share of Common Stock on the date of grant. A maximum
of 123,315 shares may be issued to Eligible Directors upon exercise of options.
Options granted to directors under the Option Plan are NQSOs. Upon the
exercise of an Option, the Exercise Price must be paid in full. Payment may be
made in cash or in such other consideration as the Committee deems appropriate,
including, but not limited to, Shares already owned by the option holder or
Shares to be acquired by the option holder upon exercise of the Option, provided
that the delivery of Shares concurrently with the exercise of an Option does not
violate Section 16(b) of the Exchange Act, or any rules or regulations
promulgated thereunder.
Adjustments for Extraordinary Dividends. The Option Plan authorizes the
Committee, in its discretion, to adjust outstanding Options to equitably reflect
any extraordinary dividend that may be paid including any non-taxable return of
capital. Such adjustment may take the form of a cash payment or an adjustment of
the Exercise Price. No representation is made that any such dividend will be
declared or paid.
Any adjustment in the exercise price of outstanding options to reflect the
payment of any extraordinary dividend requires the Committee, on a case-by-case
and without OTS approval, to authorize either a price adjustment or a cash
payment to an Option holder to reflect the payment of an extraordinary dividend.
Under applicable tax regulations, the adjustment of the exercise price of
outstanding Options granted to certain executive officers of the Company may, in
certain circumstances, cause the Company to lose the federal income tax
deduction that would otherwise be available to it upon exercise of the Option.
The making of a cash payment would not affect the availability of the deduction.
Termination or Amendment of the Option Plan
Unless sooner terminated, the Option Plan will terminate automatically on
the day preceding the tenth anniversary of the Effective Date. The Board may
suspend or terminate the Option Plan in whole or in part at any time prior to
the tenth anniversary of the Effective Date by giving written notice of such
suspension or termination to the Committee. In the event of any suspension or
termination of the Option Plan, all Options theretofore granted under the Option
Plan that are outstanding on the date of such suspension or termination of the
Option Plan will remain outstanding under the terms of the agreements granting
such Options.
The Board may amend or revise the Option Plan in whole or in part at any
time, but if the amendment or revision (i) materially increases the benefits
accruing under the Option Plan, (ii) materially increases the number of Shares
which may be issued under the Option Plan or (iii) materially modifies the
requirements as to eligibility for Options under the Option Plan, such amendment
or revision will be subject to approval by the shareholders of the Company.
Subject to these above provisions, the Board will also have broad authority to
amend the Option Plan to take into account changes in applicable financial
institution, securities and tax laws and accounting rules and regulations, as
well as other developments.
19
<PAGE>
Federal Income Tax Consequences
The following discussion is intended only as a summary and does not purport
to be a comprehensive description of the federal tax laws, regulations and
policies affecting the Company and recipients of ISOs and NQSOs that may be
granted under the Option Plan and any descriptions of the provisions of any law,
regulation or policy. Any change in applicable law or regulation or in the
policies of various taxing authorities may have a material effect on the
discussion contained herein.
There are no federal income tax consequences for the Company or the Option
holder at the time an ISO is granted or upon the exercise of an ISO. If there is
no sale or other disposition of the shares acquired upon the exercise of an ISO
within two years after the date the ISO was granted, or within one year after
the exercise of the ISO, then at no time will any amount be deductible by the
Company with respect to the ISO. If the option holder exercises an ISO and sells
or otherwise disposes of the shares so acquired after satisfying the foregoing
holding period requirements, then he will realize a capital gain or loss on the
sale or disposition. If the option holder exercises his ISO and sells or
disposes of his shares prior to satisfying the foregoing holding period
requirements, then an amount equal to the difference between the amount realized
upon the sale or other disposition of such shares and the price paid for such
shares upon the exercise of the ISO will be includible in the ordinary income of
such person, and such amount will ordinarily be deductible by the Company at the
time it is includible in such person's income.
With respect to the grant of NQSOs, there are no federal income tax
consequences for the Company or the Option holder at the date of the grant. Upon
the exercise of a NQSO, an amount equal to the difference between the fair
market value of the shares to be purchased on the date of exercise and the
aggregate purchase price of such shares is generally includible in the ordinary
income of the person exercising such NQSO, although such inclusion may be at a
later date in the case of an Option holder whose disposition of such shares
could result in liability under Section 16(b). The Company will ordinarily be
entitled to a deduction for federal income tax purposes at the time the Option
holder is taxed on the exercise of the NQSO equal to the amount which the Option
holder is required to include as ordinary income.
The foregoing statements are intended to summarize the general principles
of current federal income tax law applicable to Options that may be granted
under the Option Plan. State and local tax consequences may also be significant.
Participants are advised to consult with their tax advisor as to the tax
consequences of the Option Plan.
20
<PAGE>
The following table sets forth the Options granted to the individuals and
groups indicated for the fiscal year ended December 31, 1997 if Amendment No. 2
had been in effect for such year.
New Plan Benefits
North Central Bancshares, Inc. 1996 Stock Option Plan
-----------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------
Stock Option Plan
- ------------------------------------------------------------------
Name/Position Number of Dollar
Units Value(1)
(#) ($)
- ------------------------------------------------------------------
<S> <C> <C>
David M. Bradley, Chairman, President 0(2) --
& Chief Executive Officer
- ------------------------------------------------------------------
All Current Executive Officers as a 0(2) --
Group
- ------------------------------------------------------------------
All Non-Executive Directors as a Group 500(3) --
- ------------------------------------------------------------------
All Non-Executive Employees as a 0 --
Group
- ------------------------------------------------------------------
</TABLE>
(1) The value of Options is dependent on future appreciation in the optioned
stock and is not ascertainable at the time of an Option grant.
(2) No Option grants were made to executive officers or non-executive employees
during the fiscal year ended December 31, 1997, and none would have been
made under the Option Plan as amended by Amendment No. 2.
(3) On January 1, 1997, an Option to purchase 500 shares of Common Stock was
granted to Mr. Singer upon his election as a non-employee director to fill
a vacancy created by the retirement of a director. Amendment No. 2 would
not have changed the Option grant made to Mr. Singer during 1997. On
January 23, 1998, subject to approval by the stockholders of Amendment No.
2, Mr. Singer was granted an additional Option to purchase 3,500 shares of
Common Stock so that he would hold Options for the same number of shares as
if he had received an annual grant of Options to purchase 2,000 shares of
Common Stock in each of 1997 and 1998. Pursuant to Amendment No. 2, Mr.
Singer and any other person elected to serve as a non-employee director in
the future would receive additional annual grants of Options to purchase
2,000 shares of Common Stock. All such Options would have a term of 10
years, would carry an exercise equal to the fair market value of a share of
Common Stock on the date of grant, and would be fully vested and
exercisable immediately upon grant.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF AMENDMENT NO. 2 TO THE NORTH CENTRAL BANCSHARES, INC. 1996 STOCK
OPTION PLAN.
21
<PAGE>
------------------------------------------------------
------------------------------------------------------
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
------------------------------------------------------
------------------------------------------------------
The Board of Directors has appointed the firm of McGladrey & Pullen, LLP to
continue as independent auditors for the Company for the fiscal year ending
December 31, 1998, subject to ratification of such appointment by the Company's
shareholders. Representatives of McGladrey & Pullen, LLP are expected to be
present at the Annual Meeting. They will have an opportunity to make a statement
if they desire to do so, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF
MCGLADREY & PULLEN, LLP AS INDEPENDENT AUDITORS
FOR THE COMPANY.
------------------------------------------------------
------------------------------------------------------
PROPOSAL FOUR
AUTHORIZATION OF THE BOARD OF DIRECTORS, IN ITS DISCRETION, TO DIRECT
THE VOTE OF THE PROXIES UPON SUCH OTHER MATTERS INCIDENT TO THE
CONDUCT OF THE ANNUAL MEETING AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF, INCLUDING, WITHOUT LIMITATION, A MOTION TO ADJOURN
THE ANNUAL MEETING
------------------------------------------------------
------------------------------------------------------
The Board of Directors is not aware of any other business that may properly
come before the Annual Meeting. The Board seeks the authorization of the
shareholders of the Company, in the event matters incident to the conduct of the
Annual Meeting properly come before the Meeting, including, but not limited to,
the consideration of whether to adjourn the Annual Meeting once called to order,
to direct the manner in which those shares represented at the Annual Meeting by
proxies solicited pursuant to this Proxy Statement shall be voted. As to all
such matters, the Board intends that it would direct the voting of such shares
in the manner determined by the Board, in its discretion, and in the exercise of
its duties and responsibilities, to be in the best interests of the Company and
its shareholders, taken as a whole.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
AUTHORIZATION OF THE BOARD OF DIRECTORS OF NORTH CENTRAL BANCSHARES, INC., IN
ITS DISCRETION, TO DIRECT THE VOTE OF THE PROXIES UPON SUCH OTHER MATTERS
INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF, INCLUDING, WITHOUT
LIMITATION, A MOTION TO ADJOURN THE ANNUAL MEETING.
22
<PAGE>
ADDITIONAL INFORMATION
Date for Submission of Shareholder Proposals
Any shareholder proposal intended for inclusion in the Company's proxy
statement and proxy card relating to the Company's 1999 Annual Meeting of
Shareholders must be received by the Company by November 24, 1998, pursuant to
the proxy soliciting regulations of the SEC. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy card
for such meeting any shareholder proposal which does not meet the requirements
of the SEC in effect at the time. Any such proposal will be subject to 17 C.F.R.
(S)240.14a-8 of the Rules and Regulations promulgated by the SEC under the
Exchange Act.
Notice of Business to be Conducted at the Annual Meeting
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an annual meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be delivered
to or received by the Secretary not later than the following dates: (i) with
respect to an annual meeting of shareholders, sixty (60) days in advance of such
meeting if such meeting is to be held on a day which is within thirty (30) days
preceding the anniversary of the previous year's annual meeting, or ninety (90)
days in advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to an
annual meeting of shareholders held at a time other than within the time periods
set forth in the immediately preceding clause (i), the close of business on the
tenth (10th) day following the date on which notice of such meeting is first
given to shareholders. Notice shall be deemed to first be given to shareholders
when disclosure of such date of the meeting of shareholders is first made in a
press release reported to Dow Jones News Services, Associated Press or
comparable national news service, or in a document publicly filed by the Company
with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. A
shareholder's notice to the Secretary shall set forth such information as
required by the Bylaws of the Company. Nothing in this paragraph shall be deemed
to require the Company to include in its proxy statement and proxy card relating
to an annual meeting any shareholder proposal or nomination which does not meet
all of the requirements for inclusion established by the SEC in effect at the
time such proposal or nomination is received. See "Date For Submission of
Shareholder Proposals."
Other Matters Which May Properly Come Before the Annual Meeting
As of the date of this Proxy Statement, management does not know of any
other matters to be brought before the shareholders at the Annual Meeting. If,
however, any other matters not now known are properly brought before the Annual
Meeting, the persons named in the accompanying proxy will vote the shares
represented by all properly executed proxies on such matters in such manner as
shall be determined by a majority of the Board of Directors.
23
<PAGE>
FINANCIAL STATEMENTS
A copy of the Annual Report to Shareholders for the year ended December 31,
1997, containing financial statements as of December 31, 1997 and December 31,
1996 and for each of the years in the three-year period ended December 31, 1997,
prepared in conformity with generally accepted accounting principles,
accompanies this Proxy Statement. The consolidated financial statements have
been audited by McGladrey & Pullen, LLP whose report thereon appears in the
Annual Report. The Annual Report serves as the Bank's Annual Disclosure
Statement for purposes of the regulations of the Federal Deposit Insurance
Corporation. An additional copy of the Annual Report will be promptly furnished
without charge to shareholders upon request.
The Company will file an annual report on Form 10-K for its fiscal year
ended December 31, 1997 with the SEC. Shareholders may obtain, free of charge, a
copy of such annual report (excluding exhibits) by writing to Ms. Jean L. Lake,
Secretary, North Central Bancshares, Inc., c/o First Federal Savings Bank of
Iowa, 825 Central Avenue, Fort Dodge, Iowa 50501.
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND PROMPTLY RETURN
THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
24
<PAGE>
APPENDIX A
North Central Bancshares, Inc.
1996 Stock Option Plan
Amendment No. 2
---------------
Article IV - Effective as of January 23, 1998, section 4.4(b) shall be amended
to read in its entirety as follows:
(b)(i) Any Person who becomes an Eligible Director after the Effective
Date, but before January 1, 1998, shall be granted, subject to section 4.2,
(A) on January 1 of 1997 and 1998 (or, if such date is not a business day,
the first business day thereafter) and provided that the Eligible Director
is still an Eligible Director on that date, an additional Option to
purchase Five Hundred (500) Shares; (B) on January 23, 1998, provided that
the Eligible Director is still an Eligible Director on that date, an
additional Option to purchase Three Thousand (3,000) Shares; and (C) on
January 1 of each calendar year after 1998 during which the Plan is in
effect (or, if such date is not a business day, the first business day
thereafter) and provided that the Eligible Director is still an Eligible
Director on that date, an additional Option to purchase Two Thousand
(2,000) Shares. All Options granted under this section 4.4(b)(i) shall be
exercisable immediately upon grant.
(ii) Any Person who becomes an Eligible Director after January 1,
1998, shall be granted, subject to section 4.2, on January 1 of each
succeeding calendar year during which the Plan is in effect (or, if such
date is not a business day, the first business day thereafter) and provided
that the Eligible Director is still an Eligible Director on that date, an
additional Option to purchase Two Thousand (2,000) Shares. All Options
granted under this section 4.4(b)(ii) shall be exercisable immediately upon
grant.
A-1
<PAGE>
North Central Bancshares, Inc. REVOCABLE PROXY
825 Central Avenue
Fort Dodge, Iowa 50501
This proxy is solicited on behalf of the Board of Directors of
North Central Bancshares, Inc. for the Annual Meeting of
Shareholders to be held on April 24, 1998
The undersigned shareholder of North Central Bancshares, Inc. hereby
appoints KaRene Egemo, John M. Peters and Robert H. Singer, Jr., or any of them,
with full powers of substitution, to represent and to vote as proxy, as
designated, all shares of common stock of North Central Bancshares, Inc. held of
record by the undersigned on March 19, 1998, at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on April 24, 1998 at 10:00 a.m.,
Central Time, at the main office of First Federal Savings Bank of Iowa (formerly
known as First Federal Savings Bank of Fort Dodge), located at 825 Central
Avenue, Fort Dodge, Iowa, or at any adjournment or postponement thereof. The
undersigned hereby revokes all prior proxies.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this Proxy will
be voted FOR the election of nominees listed in Item 1 and FOR the proposals in
Items 2, 3 and 4. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting or any
adjournment or postponement thereof. As of the date of the Proxy Statement for
the Annual Meeting, the Board of Directors is not aware of any such other
business.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
<TABLE>
<S> <C>
The Board of Directors of North Central I Will Attend Annual Meeting [_]
Bancshares, Inc. unanimously recommends a Please Mark Your Choice Like This [x] in
vote "FOR all Nominees" in Item 1 and "FOR" Blue or Black Ink.
the proposals in Items 2, 3 and 4.
- --------------------------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. For all Withhold for all
Nominees: Howard A. Hecht and Melvin R. Schroeder Nominees Nominees
[_] [_]
Instruction: To withhold authority for any
individual nominee, write that nominee's
name in the space provided:
- --------------------------------------------------------------------------------------------------
2. Approval of Amendment No. 2 to the North For Against Abstain
Central Bancshares, Inc. 1996 Stock Option [_] [_] [_]
Plan.
- --------------------------------------------------------------------------------------------------
3. Ratification of appointment of McGladrey For Against Abstain
& Pullen LLP as independent auditors for [_] [_] [_]
the Company for the fiscal year ending
December 31, 1998.
- --------------------------------------------------------------------------------------------------
4. Authorization of the Board of Directors, For Against Abstain
in its discretion, to direct the vote of [_] [_] [_]
proxies upon such matters incident to the
conduct of the Annual Meeting as may
properly come before the Annual Meeting,
and any adjournment or postponement
thereof, including, without limitation, a
motion to adjourn the Annual Meeting.
- --------------------------------------------------------------------------------------------------
</TABLE>
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement for the Annual Meeting.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signature(s)
Dated: ______________________________________________________________, 1998
Please sign exactly as your name appears on this proxy. Joint owners should
each sign personally. If signing as attorney, executor, administrator, trustee
or guardian, please include your full title. Corporate or partnership proxies
should be signed by an authorized officer.
<PAGE>
[LETTER HEAD OF FIRST FEDERAL SAVINGS BANK OF IOWA]
March 24, 1998
To: All Participants in the First Federal Savings Bank of Iowa (formerly known
as First Federal Savings Bank of Fort Dodge) Employee Stock Ownership Plan
(the "ESOP")
Re: Annual Meeting of Shareholders to be held on April 24, 1998
In connection with the Annual Meeting of Shareholders of North Central
Bancshares, Inc. (the "Company") to be held on April 24, 1998, enclosed are the
following documents:
1. Confidential Voting Instruction card;
2. Proxy Statement dated March 24, 1998, including a Notice of Annual
Meeting of Shareholders; and
3. a postage-paid return envelope addressed to American Securities
Transfer, Incorporated ("American Securities Transfer"). American
Securities Transfer is the Confidential Voting Instruction
tabulator for the ESOP.
As a participant in the ESOP, you have the right to direct the trustee
of the ESOP (the "ESOP Trustee") how to vote the shares of the Company's common
stock ("Shares") held by the ESOP trust as of March 19, 1998, the record date
for the Annual Meeting ("Record Date"). Your rights will vary depending on
whether the matter being voted on is an "Anticipated Proposal" or an
"Unanticipated Proposal."
Anticipated Proposals.
Under the terms of the ESOP, each participant has the right to
instruct the ESOP Trustee how to vote the Shares allocated to such participant's
account under the ESOP as of the Record Date. In general, the ESOP Trustee will
be instructed to vote such Shares held by the ESOP trust and awarded to you by
casting votes FOR and AGAINST each proposal as specified by you on the
Confidential Voting Instruction accompanying this letter. The number of shares
allocated to your account under the ESOP is shown on the enclosed Confidential
Voting Instruction card.
The ESOP generally states that if you do not direct the ESOP Trustee
how to vote the Shares allocated to your account, and as to unallocated Shares
held under the ESOP, the ESOP Trustee will, to the extent consistent with its
fiduciary duties, vote such Shares in a manner
<PAGE>
calculated to most accurately reflect the instructions received from other
participants regarding allocated Shares. The ESOP Trustee's fiduciary duties
require it to vote any shares as to which it receives no voting instructions, as
well as any unallocated Shares, in a manner determined by it to be prudent and
solely in the interest of the participants and beneficiaries. To be considered
by the ESOP Trustee in determining how to vote the Shares held by the ESOP
trust, your voting instruction must be received by American Securities Transfer
not later than April 14, 1998.
Unanticipated Proposals.
It is possible, although very unlikely, that proposals other than
those specified on the Confidential Voting Instruction sheets will be presented
for shareholder action at the 1998 Annual Meeting of Shareholders. If this
should happen, the ESOP Trustee will vote upon such matters in its discretion,
or cause such matters to be voted upon in the discretion of the individuals
named in any proxies executed by it.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed materials carefully and to complete, sign and date the enclosed
Confidential Voting Instruction card to signify your direction to the ESOP
Trustee. You should then seal the card in the enclosed envelope and return it to
American Securities Transfer. To direct the voting of Shares within the ESOP,
the Confidential Voting Instruction Card must be received by American Securities
Transfer no later than April 14, 1998.
Please note that the voting instructions of individual participants
are to be kept confidential by American Securities Transfer, who has been
instructed not to disclose them to anyone at First Federal Savings Bank of Iowa
(formerly known as First Federal Savings Bank of Fort Dodge) or the Company.
This memorandum is subject in its entirety to the information set
forth in the enclosed Proxy Statement, which you are encouraged to read and
study thoroughly. If you have questions regarding the terms of the ESOP or the
voting procedure, please call the Personnel Office at (515) 576-7531.
Very truly yours,
The ESOP Committee of First Federal
Savings Bank of Iowa
(formerly known as First Federal
Savings Bank of Fort Dodge)
Enclosure
<PAGE>
[LETTERHEAD OF FIRST FEDERAL SAVINGS BANK OF IOWA]
March 24, 1998
To: All Participants in the First Federal Savings Bank of Iowa (formerly known
as First Federal Savings Bank of Fort Dodge) Thrift Plan (the "Thrift
Plan")
Re: Annual Meeting of Shareholders to be held on April 24, 1998
As you were advised last year, the Thrift Plan of the First Federal
Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort
Dodge) (the "Bank") contains an investment alternative to purchase stock of the
Bank's parent company, North Central Bancshares, Inc. (the "Company") using
funds from your Thrift Plan account (the "Thrift Plan Stock Fund"). These shares
are held by The Bank of New York, as trustee (the "Trustee") for the Thrift
Plan. Interests in shares that you have purchased in the Thrift Plan Stock Fund
are being held by the Trustee for your benefit. The Thrift Plan allow
participants (including former participants and beneficiaries) to have certain
voting rights at the Company's shareholder meetings.
In connection with the Annual Meeting of Shareholders of the Company
to be held on April 24, 1998, enclosed are the following documents:
1. Confidential Voting Instruction card;
2. Proxy Statement dated March 24, 1998, including a Notice of Annual
Meeting of Shareholders; and
3. a postage-paid return envelope addressed to American Securities
Transfer, Incorporated ("American Securities Transfer"). American
Securities Transfer is the Confidential Voting Instruction
tabulator for the Thrift Plan.
As a participant in the Thrift Plan, you have the right to direct the
voting of your shares in the Thrift Plan Stock Fund as of March 19, 1998, the
record date for the Annual Meeting ("Record Date"), on the proposals to be voted
by the Company's shareholders. Your rights as a participant in the Thrift Plan
will vary depending on whether the matter being voted on is an "Anticipated
Proposal" or an "Unanticipated Proposal."
<PAGE>
Anticipated Proposals.
In general, Thrift Plan participants have the right to direct how
their shares in the Thrift Plan Stock Fund are to be voted. In general, the
Named Fiduciary of the Thrift Plan ("Named Fiduciary") will direct the Trustee
to vote FOR and AGAINST each proposal specified on the Confidential Voting
Instruction card in the same proportions as instructions to cast votes FOR and
AGAINST such proposal are given by Thrift Plan participants entitled to give
voting instructions. The instructions given by each Thrift Plan participant will
be weighted according to the value of his or her respective interest in the
Thrift Plan Stock Fund as of March 19, 1998. For purposes of the Thrift Plan, if
you ABSTAIN as to a proposal, or if you do not return your Confidential Voting
Instruction card for the Thrift Plan to American Securities Transfer by April
14, 1998, your instructions will not be counted.
If you do not have any shares of Company stock allocated to your
Thrift Plan Stock Fund as of March 19, 1998, there will be no Confidential
Voting Instruction card for the Thrift Plan enclosed with this letter.
Unanticipated Proposals.
It is possible, although very unlikely, that proposals other than
those specified on the Confidential Voting Instruction cards will be presented
for shareholder action at the 1998 Annual Meeting of Shareholders. If this
should happen, the Named Fiduciary will direct the Trustee how to vote on such
matters in the Named Fiduciary's discretion, or cause such matters to be voted
upon in the discretion of the individuals named in any proxies executed by the
Trustee at the Named Fiduciary's discretion.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed material carefully and to complete, sign and date the enclosed
Confidential Voting Instruction card to signify your direction to the Named
Fiduciary. You should then seal the completed card in the enclosed envelope and
return it directly to American Securities Transfer using the postage-paid return
envelope provided. The Confidential Voting Instruction card must be received by
American Securities Transfer no later than April 14, 1998.
Please note that the voting instructions of individual participants
are to be kept confidential by American Securities Transfer and the Trustee, who
have been instructed not to disclose them to anyone at the Bank or the Company.
<PAGE>
This memorandum is subject in its entirety to the information set
forth in the enclosed Proxy Statement, which you are encouraged to read and
study thoroughly. If you have questions regarding the terms of the Thrift Plan
or the voting procedure, please call the Personnel Office at (515) 576-7531.
Very truly yours,
The Personnel and Compensation Committee of
First Federal Savings Bank of Iowa
(formerly known as First Federal Savings
Bank of Fort Dodge)
Enclosure
<PAGE>
NORTH CENTRAL BANCSHARES, INC.
CONFIDENTIAL VOTING INSTRUCTION
SOLICITED BY THE EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE
OF NORTH CENTRAL BANCSHARES, INC.
FOR THE FIRST FEDERAL SAVINGS BANK OF IOWA
(FORMERLY KNOWN AS FIRST FEDERAL SAVINGS BANK OF FORT DODGE)
EMPLOYEE STOCK OWNERSHIP PLAN
The undersigned participant, former participant or beneficiary of a
deceased former participant in the First Federal Savings Bank of Iowa (formerly
known as First Federal Savings Bank of Fort Dodge) (the "Bank") Employee Stock
Ownership Plan (the "ESOP") hereby provides the voting instructions specified to
the trustee of the ESOP (the "Trustee"), which instructions shall be taken into
account by the Trustee in voting, in person, by limited or general power of
attorney, or by proxy, the shares and fractional shares of common stock of North
Central Bancshares, Inc. that are held by the Trustee, in its capacity as
Trustee of the ESOP, as of March 19, 1998 at the 1998 Annual Meeting of
Shareholders of North Central Bancshares, Inc. to be held on April 24, 1998 at
10:00 a.m., Central Time, at the main office of the Bank, located at 825 Central
Avenue, Fort Dodge, Iowa, and at any adjournment or postponement thereof.
As to the proposals listed on the reverse side, which are more particularly
described in the Proxy Statement dated March 24, 1998, the Trustee will vote the
common stock of North Central Bancshares, Inc. held by the ESOP trust to reflect
the voting instructions on this Confidential Voting Instruction, in the manner
described in the accompanying letter from the ESOP Committee dated March 24,
1998.
RETURN THIS SHEET TO AMERICAN SECURITIES TRANSFER ON OR BEFORE APRIL 14, 1998.
(Continued on the reverse side. Please complete, sign and date on the
reverse side and promptly return in the enclosed postage-paid envelope.)
<PAGE>
The Board of Directors of North Central Bancshares, Inc. recommends a vote
"FOR" all nominees in Proposal No. 1 and "FOR" Proposals No. 2, No. 3 and No. 4.
If this Confidential Voting Instruction is signed but no direction is given,
this voting instruction sheet will be deemed to instruct votes "FOR" all
nominees in Proposal No. 1, and "FOR" Proposals No. 2, No. 3 and No. 4. The
directions, if any, given in this Confidential Voting Instruction will be kept
confidential from all directors, officers and employees of North Central
Bancshares, Inc.
Please mark your votes like this
[X]
1. Election of two Directors for terms of three years each.
Nominees: Howard A. Hecht and Melvin R. Schroeder
FOR all nominees WITHHOLD as to all nominees
(except as otherwise indicated) [_]
[_]
To withhold authority to vote FOR any individual nominee, write that nominee's
name in the space provided:
-----------------------------------------
- ------------------------------------------------------------------------------
2. Approval of Amendment No. 2 to the North Central Bancshares, Inc.
1996 Stock Option Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
- ------------------------------------------------------------------------------
3. Ratification of the appointment of McGladrey & Pullen, LLP as
independent auditors of North Central Bancshares, Inc. for the
fiscal year ending December 31, 1998.
[_] [_] [_]
==============================================================================
4. Authorization of the Board of Directors, in its discretion, to direct the
vote of proxies upon such other business as may come before the Annual
Meeting or any adjournment or postponement thereof or to cause such matters
to be voted upon in the discretion of the individuals named in any proxies
executed by the Trustee.
[_] [_] [_]
- ------------------------------------------------------------------------------
All proposals listed above in this Confidential Voting Instruction were
proposed by North Central Bancshares, Inc.
The undersigned hereby instructs the Trustee to vote in accordance with the
voting instruction indicated above and hereby acknowledges receipt, prior to the
execution of this Confidential Voting Instruction, of a Voting Instruction
Letter, a Notice of Annual Meeting of Shareholders of North Central Bancshares,
Inc., a Proxy Statement dated March 24, 1998 for the Annual Meeting and a 1997
Annual Report to Shareholders.
Please sign and date below and return promptly in the enclosed postage-paid
envelope. Your Confidential Voting Instruction must be received no later than
April 14, 1998.
Date
----------------------------
Signature
----------------------------
Signature of participant, former participant or
designated beneficiary of deceased former
participant. Please sign name exactly as it
appears herein. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title as such.
<PAGE>
NORTH CENTRAL BANCSHARES, INC.
CONFIDENTIAL VOTING INSTRUCTION
SOLICITED BY THE COMPENSATION COMMITTEE
OF NORTH CENTRAL BANCSHARES, INC.
FOR THE FIRST FEDERAL SAVINGS BANK OF IOWA
(FORMERLY KNOWN AS FIRST FEDERAL SAVINGS BANK OF FORT DODGE)
THRIFT PLAN
The undersigned participant, former participant or beneficiary of a
deceased former participant in the First Federal Savings Bank of Iowa (formerly
known as First Federal Savings Bank of Fort Dodge) (the "Bank") Thrift Plan (the
"Thrift Plan") hereby provides the voting instructions specified to the Named
Fiduciary of the Thrift Plan (the "Named Fiduciary"), which instructions shall
be taken into account by the Named Fiduciary in directing the Trustee of the
Plan ("Trustee") in voting, in person, by limited or general power of attorney,
or by proxy, the shares and fractional shares of common stock of North Central
Bancshares, Inc. that are held by the Trustee, in its capacity as Trustee of the
Thrift Plan, as of March 19, 1998 at the 1998 Annual Meeting of Shareholders of
North Central Bancshares, Inc. to be held on April 24, 1998 at 10:00 a.m.,
Central Time, at the main office of the Bank, located at 825 Central Avenue,
Fort Dodge, Iowa, and at any adjournment or postponement thereof.
As to the proposals listed on the reverse side, which are more particularly
described in the Proxy Statement dated March 24, 1998, the Trustee will vote the
common stock of North Central Bancshares, Inc. held by the Thrift Plan trust to
reflect the voting instructions on this Confidential Voting Instruction, in the
manner described in the accompanying letter from the Compensation Committee
dated March 24, 1998.
RETURN THIS SHEET TO AMERICAN SECURITIES TRANSFER ON OR BEFORE APRIL 14, 1998.
(Continued on the reverse side. Please complete, sign and date on the
reverse side and promptly return in the enclosed postage-paid envelope.)
<PAGE>
The Board of Directors of North Central Bancshares, Inc. recommends a vote
"FOR" all nominees in Proposal No. 1 and "FOR" Proposals No. 2, No. 3 and No. 4.
If this Confidential Voting Instruction is signed but no direction is given,
this voting instruction sheet will be deemed to instruct votes "FOR" all
nominees in Proposal No. 1, and "FOR" Proposals No. 2, No. 3 and No. 4. The
directions, if any, given in this Confidential Voting Instruction will be kept
confidential from all directors, officers and employees of North Central
Bancshares, Inc.
Please mark your votes like this
[X]
- --------------------------------------------------------------------------------
1. Election of two Directors for terms of three years each.
Nominees: Howard A. Hecht and Melvin R. Schroeder
FOR all nominees WITHHOLD as to all nominees
(except as otherwise indicated) [_]
[_]
To withhold authority to vote FOR any individual nominee, write that nominee's
name in the space provided:
-----------------------------------------
- --------------------------------------------------------------------------------
2. Approval of Amendment No. 2 to the North Central Bancshares, Inc.
1996 Stock Option Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
3. Ratification of the appointment of McGladrey & Pullen, LLP as
independent auditors of North Central Bancshares, Inc. for the
fiscal year ending December 31, 1998.
[_] [_] [_]
- --------------------------------------------------------------------------------
4. Authorization of the Board of Directors, in its discretion, to direct the
vote of proxies upon such other business as may come before the Annual
Meeting or any adjournment or postponement thereof or to cause such matters
to be voted upon in the discretion of the individuals named in any proxies
executed by the Trustee.
[_] [_] [_]
- ------------------------------------------------------------------------------
All proposals listed above in this Confidential Voting Instruction were
proposed by North Central Bancshares, Inc.
The undersigned hereby instructs the Named Fiduciary to direct the Trustee
to vote in accordance with the voting instruction indicated above and hereby
acknowledges receipt, prior to the execution of this Confidential Voting
Instruction, of a Voting Instruction Letter, a Notice of Annual Meeting of
Shareholders of North Central Bancshares, Inc., a Proxy Statement dated March
24, 1998 for the Annual Meeting and a 1997 Annual Report to Shareholders.
Please sign and date below and return promptly in the enclosed postage-paid
envelope. Your Confidential Voting Instruction must be received no later than
April 14, 1998.
Date
-------------------------------------
Signature
-------------------------------------
Signature of participant, former participant or
designated beneficiary of deceased former
participant. Please sign name exactly as it
appears herein. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title as such.
