SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule14a-12
BIG FOOT FINANCIAL CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)
(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined.):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
[Letterhead of Big Foot Financial Corp.]
September 13, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders (the "Annual Meeting") of Big Foot Financial Corp. (the "Company"),
the holding company for Fairfield Savings Bank, F.S.B. (the "Bank"), Long Grove,
Illinois, which will be held on October 24, 2000 at the Holiday Inn Mundelein,
located at 510 East Route 83, Mundelein, Illinois 60060 at 2:00 p.m., Central
Daylight Time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business that we will transact at the Annual Meeting. In addition to the
formal items of business, management will report on the operations and
activities of the Company and the Bank, and you will have an opportunity to ask
questions. We also expect representatives of the accounting firm of KPMG LLP to
be present at the Annual Meeting to respond to questions.
Your Board of Directors unanimously recommends that you vote "FOR" the
director nominees named in the proxy statement and "FOR" the ratification of the
appointment of the independent public accountants. Your Board of Directors
unanimously recommends that you vote "AGAINST" the shareholder proposal
described in the proxy statement, if it is properly presented at the Annual
Meeting.
Please complete, sign and return the enclosed proxy card promptly,
whether or not you plan to attend the Annual Meeting. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. VOTING BY PROXY WILL NOT PREVENT YOU
FROM VOTING IN PERSON AT THE ANNUAL MEETING BUT WILL ASSURE THAT YOUR VOTE IS
COUNTED IF YOU CANNOT 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
INCLUDE A BROKER'S STATEMENT, LETTER OR OTHER DOCUMENT CONFIRMING YOUR OWNERSHIP
OF SHARES OF THE COMPANY'S COMMON STOCK AS OF THE RECORD DATE.
On behalf of the Board of Directors and the employees of the Company
and the Bank, we thank you for your continued support and appreciate your
interest.
Sincerely yours,
/s/ Geroge M. Briody
-------------------------------------
George M. Briody
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
BIG FOOT FINANCIAL CORP.
OLD MCHENRY ROAD AND ROUTE 83
LONG GROVE, ILLINOIS 60047
(847) 634-2100
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
DATE: TUESDAY, OCTOBER 24, 2000
TIME: 2:00 P.M., CENTRAL DAYLIGHT TIME
PLACE: HOLIDAY INN MUNDELEIN
510 EAST ROUTE 83
MUNDELEIN, ILLINOIS 60060
At our 2000 Annual Meeting, we will ask you to:
o Elect three candidates to serve as directors for a three-year term
expiring at the 2003 annual meeting;
o Ratify the appointment of KPMG LLP as independent public accountants
for the fiscal year ending June 30, 2001;
o Vote on a shareholder proposal, if properly presented at the Annual
Meeting; and
o Transact any other business as may properly come before the Annual
Meeting.
You may vote at the Annual Meeting and at any adjournment or
postponement thereof if you were a shareholder of the Company at the close of
business on August 31, 2000, the record date.
By Order of the Board of Directors,
/s/ Barbara J. Urban
--------------------
Barbara J. Urban
SECRETARY
Long Grove, Illinois
September 13, 2000
================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD
OF DIRECTORS URGES YOU TO SIGN, DATE AND MARK THE ENCLOSED PROXY CARD PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE. RETURNING THE PROXY CARD WILL NOT
PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE ANNUAL MEETING.
================================================================================
<PAGE>
PROXY STATEMENT FOR THE BIG FOOT FINANCIAL CORP.
2000 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY WE SENT YOU THIS PROXY STATEMENT
We have sent to the shareholders of Big Foot Financial Corp. (the
"Company") this Proxy Statement and enclosed proxy card because the Board of
Directors of the Company is soliciting your proxy to vote at the Annual Meeting.
You do not need to attend the Annual Meeting to vote your shares. You may simply
complete, sign and return the enclosed proxy card, and your votes will be cast
for you at the Annual Meeting. This process is described below in the section
entitled "Voting Rights."
We began mailing this Proxy Statement, the Notice of Annual Meeting and
the enclosed proxy card on or about September 13, 2000 to all shareholders
entitled to vote. If you owned shares of the Company's common stock at the close
of business on August 31, 2000, the record date, you are entitled to vote at the
Annual Meeting. On the record date, there were 1,736,668 shares of common stock
issued and outstanding.
QUORUM
A quorum of shareholders is necessary to hold a valid meeting. The
presence, in person or by proxy, of the holders of at least a majority of the
total number of votes eligible to be cast in the election of directors generally
by the holders of the outstanding shares entitled to vote at the Annual Meeting
is necessary to constitute a quorum.
VOTING RIGHTS
You are entitled to one vote at the Annual Meeting for each share of
the Company's common stock that you owned at the close of business on August 31,
2000. Our Articles of Incorporation provide restrictions on the voting of our
common stock if you beneficially own more than 10% of our outstanding common
stock. The number of shares you owned as of the record date is listed on the
enclosed proxy card.
You may vote your shares at the Annual Meeting in person or by proxy.
To vote in person, you must attend the Annual Meeting and obtain and submit a
ballot, which we will provide to you at the Annual Meeting. To vote by proxy,
you must complete, sign and return the enclosed proxy card. If you properly
complete and sign your proxy card and send it to us in time to vote, your
"proxy" (ONE OF THE INDIVIDUALS NAMED ON YOUR PROXY CARD) will vote your shares
as you have directed. IF YOU SIGN THE PROXY CARD BUT DO NOT SPECIFY HOW YOU WANT
TO VOTE YOUR SHARES, YOUR PROXY WILL VOTE YOUR SHARES FOR THE ELECTION OF THE
THREE NOMINEES FOR DIRECTOR, FOR THE RATIFICATION OF THE APPOINTMENT OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND AGAINST THE SHAREHOLDER PROPOSAL AS
DESCRIBED IN THIS PROXY STATEMENT.
If any other matters are properly presented, your proxy will vote the
shares represented by all properly executed proxies on such matters as a
majority of the Board of Directors determines. As of the date of this Proxy
Statement, we know of no other matters that may be presented at the Annual
Meeting, other than those discussed in this Proxy Statement.
<PAGE>
VOTE REQUIRED
PROPOSAL 1: The three nominees for director who
o Election of Three Directors receive the most votes will be
elected. So, if you do not vote for a
nominee, or you indicate "withhold
authority" for any nominee on your
proxy card, your vote will not count
"for" or "against" the nominee. You
may not vote your shares cumulatively
for the election of the directors.
PROPOSALS 2 AND 3: The affirmative vote of the holders of
o Ratify Appointment of a majority of the shares present in
Independent Public person or by proxy at the ANNUAL
Accountants MEETING and entitled to vote on the
o Vote on Shareholder proposal is required to pass these
Proposal, if properly PROPOSALS. So, if you "abstain" from
presented at the Annual voting, it will have the same effect
Meeting. as if you voted "against" these
proposals.
EFFECT OF BROKER NON-VOTES
If your broker holds shares that you own in "street name," the broker
may vote your shares on Proposals 1 and 2 listed above even if the broker does
not receive instructions from you. Your broker may vote your shares on Proposal
3 only if you provide instructions on how to vote. If your broker does not vote
on any of the proposals, this will constitute a "broker non-vote." A broker
non-vote will not be counted as having voted in person or by proxy and will have
no effect on the outcome of the election of the directors, the ratification of
the appointment of our independent public accountants or the shareholder
proposal.
CONFIDENTIAL VOTING POLICY
The Company maintains a policy of keeping shareholder votes
confidential. The Company only lets its Inspector of Election, LaSalle Bank,
examine the voting materials. LaSalle Bank will not disclose your vote to
management unless it is necessary to meet legal requirements. LaSalle Bank will,
however, forward any written comments that you may have to management.
REVOKING YOUR PROXY
You may revoke your proxy at any time before it is actually voted at
the Annual Meeting by:
o Filing with the Secretary of the Company a letter revoking the
proxy;
o Submitting another signed proxy with a later date; or
o Attending the Annual Meeting and voting in person, provided you
file a written revocation with the Secretary of the Annual
Meeting prior to voting.
IF YOUR SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE
ANNUAL MEETING. Examples of such documentation include a broker's statement,
letter or other document that will confirm your ownership of shares of the
Company's common stock as of the record date.
- 2 -
<PAGE>
SOLICITATION OF PROXIES
The Company will pay the costs of soliciting proxies from its
shareholders. Directors, officers or employees of the Company and the Bank may
solicit proxies by:
o mail;
o telephone; and
o other forms of communication.
We will reimburse banks, brokers, nominees and other fiduciaries for
the expenses they incur in forwarding the proxy materials to you. In addition,
we have hired Morrow & Co. to assist in the solicitation of proxies for a fee of
$3,500, plus reimbursement of expenses.
OBTAINING AN ANNUAL REPORT ON FORM 10-K
If you would like a copy of our Annual Report on Form 10-K for the
fiscal year ended June 30, 2000, which we will file with the Securities and
Exchange Commission ("SEC"), by September 28, 2000, we will send you one
(without exhibits) free of charge. Please write to:
Timothy L. McCue
Senior Vice President and Chief Financial Officer
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047-7304
- 3 -
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table shows certain information for persons who we know
"beneficially owned" 5% or more of our common stock as of July 31, 2000. In
general, beneficial ownership includes those shares over which a person has
voting or investment power. In this proxy statement, "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 shares. Beneficial ownership also
includes the number of shares that a person has the right to acquire within 60
days (such as through the exercise of stock options) after July 31, 2000. We
obtained the information provided in the following table from filings with the
SEC and with the Company.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND COMMON
NAME AND ADDRESS OF NATURE OF STOCK
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING(1)
------------------------ -------------------------------------------- -------------------------- --------------------
<S> <C> <C> <C>
Common Stock, par Big Foot Financial Corp. Employee 199,254(2) 11.5%
value $.01 per share Stock Ownership Plan ("ESOP") Trust
Old McHenry Road and Route 83
Long Grove, Illinois 60047
Common Stock, par George M. Briody, President and Chief 91,176(3) 5.2%
value $.01 per share Executive Officer
Big Foot Financial Corp.
Old McHenry Road and Route 83
Long Grove, Illinois 60047
</TABLE>
--------------
(1) The total number of shares of common stock outstanding on July 31, 2000 was
1,736,668.
(2) A Plan Administrator, who is an employee of the Company appointed by the
Board of Directors, administers the ESOP. The ESOP's assets are held in a
trust (the "ESOP Trust"), for which First Bankers Trust Company, N.A.
serves as trustee (the "Trustee"). Under the terms of the ESOP, the Trustee
votes the shares held by the ESOP Trust based upon directions received from
the participants in the ESOP. As of July 31, 2000, 68,591 shares had been
allocated to current participants, and 130,663 shares were unallocated.
Under the terms of the ESOP, each participant may direct the voting of the
shares allocated to such participant. The remaining unallocated shares are
voted in the same manner and proportion as the shares allocated, so long as
such vote is in accordance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
(3) See footnotes (4) - (7) under "Security Ownership of Management." The
amount beneficially owned above excludes 1,255 shares held by Mr. Briody's
spouse of which he disclaims beneficial ownership.
- 4 -
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of our common stock
beneficially owned by each director and named executive officer identified in
the Summary Compensation Table included elsewhere in this proxy statement, and
all directors and executive officers of the Company as a group, as of July 31,
2000.
Except as otherwise indicated, each person and each group shown in the table has
sole voting and investment power with respect to the shares of common stock
owned by such person or group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF COMMON
BENEFICIAL STOCK
NAME TITLE (1) OWNERSHIP(2) OUTSTANDING(3)
---- --------- ------------ --------------
<S> <C> <C> <C>
George M. Briody President and Director 92,431 (4)(5)(6)(7) 5.2%
F. Gregory Opelka Executive Vice President and 69,275 (5)(6)(7)(8) 3.9%
Director
Eugene W. Pilawski Director 30,700 (5)(7)(9) 1.8%
Stephen E. Nelson Director 9,753 (5)(7) *
Joseph J. Nimrod Director 47,100 (5)(7)(10) 2.7%
Walter E. Powers, M.D. Director 20,113 (5)(7)(11) 1.2%
Timothy L. McCue Senior Vice President and 55,903 (5)(6)(7)(12) 3.2%
Chief Financial Officer
All directors and executive 554,393 (5)(6)(7)(13) 29.5%
officers as a group
(10 persons)
</TABLE>
--------------
* Less than 1.0% of outstanding common stock.
(1) Titles are for both the Company and the Bank.
(2) See "Principal Shareholders of the Company" for the definition of
"beneficial ownership."
(3) Percentages with respect to each person or group of persons have been
calculated on the basis of 1,736,668 shares of common stock, the total
number of shares of common stock outstanding as of July 31, 2000, plus
the number of shares of common stock which such person or group has the
right to acquire within 60 days after July 31, 2000, by the exercise of
stock options.
(4) Includes 7,702 shares held in the Fairfield Savings Bank Profit Sharing
and Savings Plan ("401(k) Plan") and 1,255 held by Mr. Briody's spouse.
Mr. Briody disclaims beneficial ownership of the 1,255 shares held by
his spouse.
(5) Includes unvested restricted stock awards of 2,010 shares of common
stock made to each of Messrs. Nelson, Pilawski, Nimrod and Powers under
the Big Foot Financial Corp. 1997 Recognition and Retention Plan (the
"RRP"). Also includes unvested restricted stock awards of 9,618, 7,868
and 7,868 shares of common stock made to Messrs. Briody, Opelka and
McCue, respectively, under the RRP. Each recipient of an RRP restricted
share award has sole voting power but no investment power over the
shares of common stock covered by the award.
(6) The figures shown above include shares held in trust pursuant to the
ESOP that have been allocated to individual accounts as follows: Mr.
Briody, 7,199 shares; Mr. Opelka, 4,758 shares; Mr. McCue, 4,347
shares; and executive officers as a group, 24,785 shares. Such persons
have voting power (subject to the legal duties of the ESOP Trustee) but
no investment power, except in limited circumstances, over such shares.
(7) Includes 6,030 shares of common stock that may be acquired by each of
Messrs. Pilawski, Nimrod and Powers, and 2,848 shares of common stock
that may be acquired by Mr. Nelson, pursuant to vested options granted
to
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
- 5 -
<PAGE>
each outside director under the Big Foot Financial Corp. 1997 Stock
Option Plan (the "Stock Option Plan"). The figures above also include
33,168, 22,615, and 22,614 shares of common stock that may be acquired
by Messrs. Briody, Opelka and McCue, respectively, under the Stock
Option Plan.
(8) Includes 6,000 shares held by Mr. Opelka's spouse and 5,167 shares held
by his son. Mr. Opelka disclaims beneficial ownership of the shares
held by his spouse and his son.
(9) Includes 5,650 shares held by Mr. Pilawski's spouse of which Mr.
Pilawski disclaims beneficial ownership.
(10) Includes 12,970 shares held by a corporation of which Mr. Nimrod is a
controlling shareholder and 4,150 shares held by his spouse. Mr. Nimrod
disclaims beneficial ownership of the 4,150 shares held by his spouse.
(11) Includes 2,899 shares held by Dr. Powers' spouse of which Dr. Powers
disclaims beneficial ownership.
(12) Includes 14,579 shares held in the 401(k) Plan and 3,770 shares held by
Mr. McCue's spouse. Mr. McCue disclaims beneficial ownership of the
shares held by his spouse.
(13) The amount of shares for all directors and executive officers as a
group includes 130,663 shares held by the ESOP Trust, over which
certain directors and executive officers may be deemed to have shared
investment power, that have not yet been allocated to the individual
accounts of the participants as of July 31, 2000. The individual
participants in the ESOP have shared voting power with the ESOP
Trustee. The amount of shares for all directors and executive officers
as a group also includes 56,845 shares held by the RRP trust, over
which certain executive officers may be deemed to have shared voting
power.
DISCUSSION OF PROPOSALS
--------------------------------------------------------------
PROPOSAL 1
ELECTION OF DIRECTORS
--------------------------------------------------------------
GENERAL
The Company's Articles of Incorporation provide that the Board of
Directors shall be divided into three classes with respect to term of office,
with each class being as nearly equal in number as possible with the terms of
one class expiring at each annual meeting. At each annual meeting of
shareholders, the successors to the class of directors whose term expires are
elected by the shareholders to serve for a term of three years. The Company's
Board of Directors currently consists of six members. Each of our directors also
serves as a director of the Bank.
If you elect Messrs. George M. Briody, Joseph J. Nimrod and F. Gregory
Opelka, each will hold office until the Annual Meeting in 2003, or until his
successor has been duly elected and qualified. Messrs. Briody, Nimrod and Opelka
have consented to being named in this proxy statement and to serve if elected.
We know of no reason why any of the nominees may be unable to serve as a
director. If any nominee is unable to serve, your proxy may vote for another
nominee proposed by the Board. If for any reason any nominee is unable or
unwilling to stand for election, the Board will nominate an alternate or reduce
the size of the Board of Directors to eliminate the vacancy. The Board must
notify the Secretary of the Company in writing of the alternate proposed nominee
no fewer than five (5) days prior to the date of the Annual Meeting.
================================================================================
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" EACH OF THE THREE NOMINEES FOR ELECTION AS DIRECTORS.
================================================================================
- 6 -
<PAGE>
INFORMATION AS TO THE NOMINEES AND CONTINUING DIRECTORS
<TABLE>
<CAPTION>
POSITIONS HELD WITH DIRECTOR TERM
NOMINEES AGE(1) THE COMPANY SINCE(2) EXPIRES
-------- ------ ----------------------------- ---------- -------
<S> <C> <C> <C> <C>
George M. Briody.................. 73 President, Chairman and 1951 2003
Director
Joseph J. Nimrod.................. 71 Director 1978 2003
F. Gregory Opelka................. 72 Executive Vice 1972 2003
President, Director
CONTINUING DIRECTORS
--------------------
Eugene W. Pilawski................ 77 Director 1990 2001
Walter E. Powers, M.D............. 72 Director 1977 2001
Stephen E. Nelson................. 31 Director 1999 2002
</TABLE>
--------------
(1) At June 30, 2000.
(2) Includes terms as a director of Fairfield Savings Bank, F.S.B.
The principal occupation and business experience of the nominees for
election as director and each Continuing Director is set forth below. Positions
held by a director or executive officer have been held for at least the past
five years unless stated otherwise.
NOMINEES FOR ELECTION AS DIRECTORS
GEORGE M. BRIODY serves as the President and a director of the Bank and
the Company. Mr. Briody has been involved in the financial institutions industry
for more than 50 years and has served as President of the Bank since 1966 and as
a director since 1951. He also has served as a director of the Chicago Area
Council, the Illinois Savings and Loan League, the FHLB of Chicago, the U.S.
League of Savings Institutions, Inc. and Electronic Funds Transfer Corporations
I and II. Mr. Briody is currently a member of the Central Savings and Loan
Group. He is also a member of the Illinois and Chicago Bar Associations. He is a
past president of the Central Savings and Loan Group and the Illinois Savings
and Loan League. Mr. Briody and Mr. Opelka are brothers-in-law.
JOSEPH J. NIMROD serves as a director of the Bank and the Company and
has been a director of the Bank since 1978. Mr. Nimrod is the owner of Joseph
Nimrod Decorating Inc., a painting and paperhanging business. He also served as
a former officer and a director of the Painters and Decorators Contractors
Association and is Chairman of the Washburn Apprentice School of Painting. Mr.
Nimrod also serves as a trustee of the Painting Industry Fund and is a general
partner in Nimrod Limited Real Estate Partnership.
F. GREGORY OPELKA serves as the Executive Vice President and as a
director of the Bank and the Company. Mr. Opelka joined the Bank in 1954 and has
served as a director since 1972. He is a member of the Appraisal Institute and
holds Member, Senior Real Estate Analyst, and Senior Residential Appraiser
designations and is a State certified general real estate appraiser in Illinois.
Mr. Opelka authored the monthly Appraisal Report column in the America's
Community Banker (Savings and Loan News) for over thirty years, 1960-1992; he
also served as the appraisal consultant for the United States League of Savings
Institutions. He is a past international president of the Society of Real Estate
Appraisers, charter chairman of the Market Data Center -- Chicagoland and past
director and chairman of the national Market Data Center, past director of the
Illinois Chapter of the American Institute of Real Estate Appraisers, and past
chairman of the Appraisal Division of the Chicago Real Estate Board; he has
taught many appraisal courses throughout the United States and Canada for these
organizations. Currently, Mr. Opelka serves on the General Advisory Board of the
College of Lake Country. Mr. Opelka and Mr. Briody are brothers-in-law.
- 7 -
<PAGE>
CONTINUING DIRECTORS
EUGENE W. PILAWSKI joined the Bank in 1949 and has served as a director
of the Bank since 1990. Now retired, he had served as Senior Vice President of
the Bank from 1987 to 1992. Mr. Pilawski has also served as Vice President and
Senior Loan Officer of the Bank. Mr. Pilawski is a member of the Chicago Bar
Association. Mr. Pilawski and Dr. Powers are brothers.
WALTER E. POWERS, M.D. serves as a director of the Bank and the Company
and has served as a director of the Bank since 1977. Dr. Powers, now retired,
was a radiologist-flight surgeon for United Airlines, Inc. from 1973 to 1985. He
is a member of the American Medical Association, Illinois State Medical Society,
Chicago Medical Society, American College of Radiology, Radiology Society of
North America and Illinois Radiology Society. Dr. Powers and Mr. Pilawski are
brothers.
STEPHEN E. NELSON has served as a director of the Bank and the Company
since February, 1999. Mr. Nelson has been employed by the investment firm of
Hovde Financial, Inc. for the past six years. Mr. Nelson is a Senior Vice
President and Partner and specializes in advising Midwestern financial
institutions on their respective strategic and financial needs. In this
capacity, he is actively involved in structuring and negotiating mergers and
acquisitions on their behalf, advising on branch acquisitions and divestitures
and recommending capital raising alternatives to tailor specific strategic and
financial needs. Mr. Nelson, as an employee of Hovde Financial, Inc., was also
involved in our conversion to stock form in December, 1996.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE BANK
The Board of Directors oversees our business and monitors the
performance of our management. In accordance with our corporate governance
procedures, the Board of Directors does not involve itself in our day-to-day
operations, which is overseen by our executive officers and management. Our
directors attend regular meetings of the Board which are generally held on a
monthly basis. Our directors also discuss matters relating to the business of
the Company and the Bank with the President and Chief Executive Officer, other
key executives, and our principal external advisers (legal counsel, independent
public accountants, financial advisors and other consultants).
The Board of Directors held 12 regular meetings during the fiscal year
ended June 30, 2000. Each incumbent director attended at least 75% of the
meetings of the Board of Directors and meetings of the committees on which that
particular director served during this period.
- 8 -
<PAGE>
The Company and the Bank have established the following committees of
each of their respective Boards of Directors:
AUDIT The Audit Committee's primary duties and
COMMITTEE responsibilities are to:
o Monitor the integrity of the Company's
financial reporting process and
systems of internal controls regarding
finance, accounting and legal
compliance;
o Monitor compliance with legal and
regulatory requirements;
o Monitor the independence and
performance of the Company's
independent public accountants and
internal staff; and
o Provide an avenue of communication
among the independent public
accountants, management, the internal
auditing staff and the Board of
Directors.
Directors Nimrod and Powers serve as members of
the committee.
The Audit Committee met once in the 2000 fiscal
year.
MANAGEMENT The committee reviews and makes recommendations
SALARY to their respective Board of Directors
COMPENSATION regarding the compensation of executive
COMMITTEE officers of the Company and the Bank.
Directors Powers, Pilawski and Nimrod serve as
members of the committee.
The Compensation Committee met once in the 2000
fiscal year.
EXECUTIVE OFFICERS
The following individuals are executive officers of the Company and
hold the offices set forth below opposite their names.
NAME POSITION HELD WITH THE COMPANY AND THE BANK
---- -------------------------------------------
George M. Briody President and Chief Executive Officer
F. Gregory Opelka Executive Vice President
Timothy L. McCue Senior Vice President, Chief Financial Officer
Robert Jones Vice President, Chief Savings Officer
Michael Cahill Vice President, Controller
Jerome A. Maher Vice President, Chief Lending Officer
The Board of Directors elects the executive officers of the Company
annually. The elected officers hold office until their respective successors
have been elected and qualified, or until death, resignation or removal by the
Board of Directors. The Company and the Bank have entered into Employment
Agreements with its executive officers which set forth the terms of their
employment. See "--Employment Agreements."
Biographical information of executive officers who are not directors is
set forth below.
TIMOTHY L. MCCUE, age 55, has served as the Bank's Senior Vice
President, Chief Financial Officer since July 1999 and as Vice President, Chief
Financial Officer since December 1984. He is a member of the American Institute
of Certified Public Accountants and the Illinois CPA Society. Mr. McCue is the
Chairman for the Financial Managers Society and a member of the Financial
Committee for the Village of
- 9 -
<PAGE>
Hawthorn Woods. He has also served as Treasurer and Director for the Lawyers'
Committee for Better Housing.
ROBERT JONES, age 57, has served as the Bank's Vice President, Chief
Savings Officer since April 1987.
MICHAEL CAHILL, age 46, has served as Vice President, Controller of the
Bank since 1986.
JEROME A. MAHER, age 65, joined the Bank in June, 1996 and has served
as Vice President, Chief Lending Officer since February, 1997. Mr. Maher served
as Vice President and director of Covenant Mortgage Corporation from March 1994
to June 1996 and as a Senior Vice President of Hanover Capital Mortgage
Corporation from July 1993 to February 1994. Prior to that, Mr. Maher was an
Executive Vice President and director of Labe Federal Savings and Loan
Association.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
MANAGEMENT SALARY COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPANY'S MANAGEMENT SALARY COMPENSATION
COMMITTEE IS PROVIDED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SEC.
PURSUANT TO SUCH RULES AND REGULATIONS, THIS REPORT 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.
Big Foot Financial, Corp. was formed in 1996 for the purpose of
becoming the holding company for Fairfield Savings Bank, F.S.B. in a stock
conversion that took effect in December 1996. For the fiscal year ended June 30,
2000, substantially all of the business of the Company was conducted through the
Bank. During such fiscal year, the Company's Chief Executive Officer and other
executive officers served as the Chief Executive Officer and executive officers,
respectively, of the Bank and performed substantially all of their services in
connection with the management and operation of the Bank. As a result,
substantially all compensation of the Chief Executive Officer and all other
executive officers for such period was paid by the Bank and determined by the
Board of Directors of the Bank on the recommendation of its Management Salary
Compensation Committee (the "Bank Management Salary Compensation Committee").
The Board of Directors of the Bank accepted without modification all of the Bank
Management Salary Compensation Committee's recommendations on executive
compensation for the fiscal year ended June 30, 2000. The composition of the
Bank Management Salary Compensation Committee is the same as that of the
Company's Management Salary Compensation Committee.
It is the Company's policy to cause its executive officers to be
compensated, either directly or through its affiliates, using a combination of
cash compensation (consisting of base salary and discretionary cash bonuses) and
fringe and stock benefit plans. 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. The compensation practices of other
savings and community banks in the geographic area are considered, using
information obtained through trade groups and commercial salary surveys, in
establishing the overall level of compensation and the components of the
compensation package; although salaries are not determined by formula, it has
been a general goal to set salaries at levels designed to achieve a ranking at
or around the average for thrift institutions of similar asset size operating in
urban areas in the Midwest.
For the fiscal year ended June 30, 2000, base salaries of all executive
officers were set at levels determined, in the subjective judgment of the Bank
Management Salary Compensation Committee, to be commensurate with the executive
officers' customary respective duties and responsibilities and to enable
- 10 -
<PAGE>
them to maintain appropriate standards of living within their communities.
Annual salary rates were, on average, increased approximately 2.9% over the
prior year's salary rates. Fringe benefit plans, consisting of a pension plan, a
profit sharing 401(k) plan providing for employer matching contributions and
group insurance coverage, are designed to provide for the health and welfare of
the executives and their families as well as for their long-term financial
needs. In addition, the Company maintains an ESOP, and all executive officers
participated in this program for the fiscal year ended June 30, 2000 and
received allocations of Common Stock for this past fiscal year. Each executive
officer has an individual account within the ESOP Trust which is invested in
shares of Common Stock 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.
The determination of the Chief Executive Officer's compensation for the
fiscal year ended June 30, 2000 was based on the same general principles applied
to other executive officers and resulted in a $4,200 increase in base salary.
The Bank Management Salary Compensation Committee recognizes that
successfully managing and operating a public company entails additional ongoing
duties and responsibilities for each executive officer.
However, no additional cash compensation has been awarded on this basis. It is
the Bank Management Salary Compensation Committee's current judgment that
compensation for such duties should take the form of stock-based compensation
under the Company's stock benefit plans which encourage and reward performance
that enhances shareholder value. In this connection, the Company, with the
approval of shareholders, implemented its 1997 Stock Option Plan on June 24,
1997 and its 1997 Recognition and Retention Plan on December 22, 1997. These
important stock-based incentive compensation plans assist the Bank and the
Company in attracting and retaining senior executive personnel of outstanding
caliber who will contribute to the Company's success.
MANAGEMENT SALARY
COMPENSATION COMMITTEE OF BIG
FOOT FINANCIAL CORP.
JOSEPH J. NIMROD, CHAIRMAN
EUGENE W. PILAWSKI, MEMBER
WALTER E. POWERS, MEMBER
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended June 30, 2000, the Management Salary
Compensation Committee consisted of Messrs. Powers, Pilawski and Nimrod. During
the 2000 fiscal year there were no interlocks, as defined under the rules and
regulations of the SEC, between members of the Management Salary Compensation
Committee or executive officers of the Company and corporations with respect to
which such persons are affiliated, or otherwise.
- 11 -
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's total cumulative shareholder
return from December 20, 1996, the date following the Company's initial public
offering, to June 30, 2000, to the total return for the Nasdaq Stock Market
(U.S.) and the total return for the Nasdaq Bank Index.
[Stock Performance Graph]
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
12/20/96 6/30/97 6/30/98 6/30/99 6/30/2000
-------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Big Foot Financial Corp................ $ 100 $ 161 $ 180 $ 153 $ 112
Nasdaq Stock Market (U.S.)............. 100 112 148 212 314
Nasdaq Bank Index...................... 100 126 174 172 141
*Assumes $100 invested on December 20,
1996. Assumes dividends reinvested.
-------------------------------------------------------------------------------------------------------------------
</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.
- 12 -
<PAGE>
DIRECTORS' COMPENSATION
FEE ARRANGEMENTS. Currently, each director of the Bank receives a
monthly fee of $1,100. The total amount of fees paid to the directors by the
Bank for the fiscal year ended June 30, 2000 was approximately $79,200. No
additional fees are paid for attendance at board committee meetings, and
directors of both the Company and the Bank are not separately compensated for
their services on the Board of the Company. Directors have also been granted
stock options under the Company's Stock Option Plan and restricted stock awards
under the Company's RRP. For descriptions of these plans and awards granted
under such plans, see "--Benefits -- Stock Option Plan" and "-- Benefits --
Recognition and Retention Plan."
EXECUTIVE COMPENSATION
COMPENSATION DECISIONS. The Bank pays substantially all of the
compensation of the executive officers of the Bank and the Company. The Bank's
Board of Directors makes decisions regarding executive compensation based on
recommendations of the Bank Management Salary Compensation Committee.
CASH COMPENSATION. The following table sets forth the compensation
paid by the Bank for services rendered in all capacities during the fiscal year
ended June 30, 2000, to the Chief Executive Officer and all executive officers
of the Company who received compensation in excess of $100,000 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
---------------------- ------ -------
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITIONS YEAR SALARY BONUS(2) ($) (3) (#) ($) (4)
--------- ---- ------ -------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George M. Briody,
President............. 2000 $160,300 $22,145 -- -- -- -- $23,473
1999 $156,100 $15,990 -- -- -- -- $31,048
1998 $167,340 $15,548 -- $370,274 -- -- $39,557
F. Gregory Opelka,
Executive
Vice President........ 2000 $115,110 $15,495 -- -- -- -- $16,342
1999 $112,200 $10,400 -- -- -- -- $21,555
1998 $111,745 $10,095 -- $302,899 -- -- $25,101
Timothy L McCue, Senior
Vice President and
Chief Financial
Officer............... 2000 $109,551 $14,678 -- -- -- -- $15,450
1999 $106,800 $ 9,200 -- -- -- -- $20,394
1998 $ 99,784 $ 8,941 -- $302,899 -- $21,789
</TABLE>
--------------
(1) Under Annual Compensation, the column titled "Salary" includes base
salary, director's and/or management fees and payroll deductions for
health insurance under the Bank's health insurance plan for the fiscal
years ended June 30, 2000, 1999 and 1998.
(2) Fiscal year 2000 bonus increase is attributable to discontinuation of a
deferred compensation program. Three payments of 5% of salary to
employees occurred in this fiscal year, when normally there were only
two such distributions. Effective July, 2000, no further lump sum
payments will be made; employees will receive these amounts as regular
salary.
(3) Pursuant to the RRP, Mr. Briody, Mr Opelka and Mr. McCue were awarded
19,235, 15,735 and 15,735 shares of restricted stock, respectively as
of December 22, 1997, which vest at a rate of 10% on June 30, 1998;
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
- 13 -
<PAGE>
20% on June 30, 1999, 2000, 2001 and 2002; and 10% on January 1, 2003.
Dividends attributable to such shares are held in the trust fund of the
RRP and are distributed as soon as it is administratively feasible. The
dollar amounts shown in the table for 1998 are based on the fair market
value of a share of common stock on December 22, 1997, which was
$19.25, multiplied by the total shares granted to the named executive
officer. The aggregate fair market value of the unvested restricted
stock awards made to Messrs. Briody, Opelka and McCue were $106,399,
$87,040 and $87,040, respectively, on June 30, 2000, based on a closing
price of $11.0625 per share. In the case of death, disability,
retirement while in service and after attaining normal retirement age
under any applicable tax-qualified retirement plan or prior to the
effective date of any change in control of the Company, all restricted
stock awards become immediately vested.
(4) Includes (a) employer contributions to the 401(k) Plan for 2000, 1999
and 1998 as follows: Mr. Briody, $2,100, $1,663, and $1,685; Mr.Opelka,
$1,529 , $1,485, and $1,485; and Mr. McCue, $1,445, $1,404, and $1,305;
and (b) allocations of common stock under the ESOP (valued using a
price per share of $11.0625, $15.00, and $18.00, the closing sales
price for shares of common stock on The Nasdaq Stock Market on June 30,
2000, 1999 and 1998, respectively) for 2000, 1999 and 1998 as follows:
Mr. Briody, $21,373 , $29,385, and $37,872; Mr. Opelka, $14,813,
$20,070, and $23,616; and Mr. McCue, $14,005 , $18,990, and $20,484.
EMPLOYMENT AGREEMENTS
The Company and the Bank entered into Employment Agreements with each
of Messrs. Briody, Opelka, McCue, Jones and Cahill effective December 19, 1996,
and with Mr. Maher effective October 20, 1998 (collectively, the "Senior
Executives"). These Employment Agreements establish the respective duties and
compensation of the Senior Executives and are intended to ensure that the Bank
and the Company will be able to maintain a stable and competent management base.
The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of the Senior Executives.
The Employment Agreements provide for three-year terms. The Bank's
Employment Agreements provide that, commencing on the first anniversary date and
continuing on each anniversary date thereafter, the Board of Directors may, with
the Senior Executive's concurrence, extend the Employment Agreements for an
additional year, so that the remaining terms shall be three years, after
conducting a performance evaluation of the Senior Executive. The Company's
Employment Agreements provide for automatic daily extensions such that the
remaining terms of the Employment Agreements shall be three years unless written
notice of non-renewal is given by the Board of Directors or the Senior
Executive. The Employment Agreements provide that the Senior Executive's base
salary will be reviewed annually. This review will be performed by the
Management Salary Compensation Committee, and the Senior Executive's base salary
may be increased on the basis of such officer's job performance and the overall
performance of the Bank. The Employment Agreements also 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 Company and each Senior Executive. 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 the Senior
Executive's employment for reasons other than for cause, or in the event of the
Senior Executive's resignation from the Bank and the Company for the reasons
specified in the Employment Agreements, the Senior Executive would be entitled
to a lump sum cash payment in an amount equal to the present value of the
remaining cash compensation due to the Senior Executive 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 and payments that would have been made under any incentive
compensation plan during the remaining terms of the Employment Agreements. The
Bank and the Company would also continue the Senior Executive's life, health and
any disability insurance or other benefit plan coverage for specified periods.
Reasons specified as grounds for resignation for purposes of the Employment
Agreements are: failure to elect or re-elect the Senior Executive to such
officer's offices; failure to vest in the Senior Executive the functions, duties
or authority associated with such offices; any material breach of contract by
the Bank or the Company which is not cured within 30 days after written notice
thereof; and, following a Change of Control (as defined in the Employment
Agreements), demotion, loss of title, office or significant authority
- 14 -
<PAGE>
or responsibility, any reduction in any element of compensation or benefits, or
any adverse change of location of the principal place of employment or working
conditions. In general, for purposes of the Employment Agreements and the plans
maintained by the Company or the Bank, a "change of control" will generally be
deemed to occur when a person or group of persons acting in concert acquires
beneficial ownership of 25% or more of any class of equity security of the
Company or the Bank, upon shareholder approval of a merger or consolidation or a
change of the majority of the Board of Directors of the Company or the Bank or
upon liquidation or sale of substantially all the assets of the Company or the
Bank.
Payments to the Senior Executives under the Bank's Employment
Agreements will be guaranteed by the Company in the event that payments or
benefits are not paid by the Bank. Payment under the Company's Employment
Agreements are made by the Company. To the extent that payments under the
Company's Employment Agreements and the Bank's Employment Agreements are
duplicative, payments due under the Company's Employment Agreements would be
offset by amounts actually paid by the Bank. Senior Executives are entitled to
reimbursement of certain costs incurred in interpreting or enforcing the
Employment Agreements.
Cash and benefits paid to a Senior Executive under the Employment
Agreements, together with payments under other benefit plans following a "change
of control" of the Bank or the Company, may constitute an "excess parachute"
payment under Section 280G of the Internal Revenue Code of 1986, as amended (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.
The Company's Employment Agreements include a provision indemnifying each Senior
Executive on an after-tax basis for any "golden parachute" excise taxes.
BENEFITS
PENSION PLAN. The Bank maintains the Fairfield Savings Bank Retirement
Plan, a non-contributory, tax-qualified defined benefit pension plan (the
"Pension Plan") for eligible employees. All employees with more than 1,000 hours
of service per year, except leased employees, who have attained age 21 and
completed one year of service are eligible to participate in the Pension Plan.
The Pension Plan provides a benefit for each participant, including executive
officers named in the Summary Compensation Table above. The benefit is equal to
an amount (A) minus (B) where (A) is an amount equal to (i) 2% of the
participant's final average compensation multiplied by the participant's
projected benefit service, reduced by (ii) the participant's social security
offset allowance, and such result multiplied by (iii) a fraction, the numerator
of which equals the participant's benefit service and the denominator of which
is the participant's projected benefit service, and (B) is the amount to which
the participant is entitled under the Fairfield Savings and Loan Association
Pension Plan (the predecessor of the Pension Plan). A participant's social
security offset allowance shall equal 0.6% multiplied by the participant's years
of projected benefit service not in excess of 35 years, multiplied by the lesser
of the participant's (i) final average offset compensation or (ii) covered
compensation, divided by twelve.
Final average offset compensation is the monthly average of a
participant's compensation over sixty (60) consecutive months of employment out
of the participant's last 120 month period of employment during which the
participant's compensation is the highest. A participant is fully vested in his
or her pension after five years of service. The Pension Plan is funded by the
Bank on an actuarial basis, and all assets are held in trust by the Pension Plan
trustee.
The following table illustrates the annual benefit payable upon normal
retirement at age 65 in the normal form of benefit under the Pension Plan (a
straight life annuity) at various levels of annual compensation (12 times final
average offset compensation) and years of service under the Pension Plan. The
amounts in the table are subject to a social security benefit offset allowance
and further reduction by the
- 15 -
<PAGE>
amount to which a participant is entitled under the Fairfield Savings and Loan
Association Pension Plan, a predecessor qualified plan.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
-----------------------------------------------------------------------------------
ANNUAL AVERAGE
COMPENSATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500
150,000 45,000 60,000 75,000 90,000 105,000
175,000(1) 52,500 70,000 87,500 105,000 122,500(2)
200,000(1) 60,000 80,000 100,000 120,000(2) 140,000(2)
</TABLE>
--------------
(1) For the Pension Plan year ended July 31, 2000, the annual compensation
for calculating benefits may not exceed $160,000 (as adjusted for
subsequent years pursuant to Code provisions).
(2) For the Pension Plan year ended July 31, 2000, the maximum annual
benefit under the Pension Plan may not exceed $160,000. The maximum
annual benefit will be adjusted in subsequent years pursuant to Code
provisions. The Company does not maintain a supplemental plan to make
up for benefits that would be paid under the Pension Plan formula in
the absence of the limitations under the Code.
The following table sets forth the years of credited service and the
final average compensation (monthly average of a participant's compensation over
sixty (60) consecutive months of employment out of the participant's last 120
month period of employment during which the participant's compensation is the
highest) determined as of June 30, 2000, for each of the individuals named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
-------------------------
FINAL AVERAGE
YEARS MONTHS COMPENSATION
----- ------ ------------
<S> <C> <C> <C>
Mr. Briody................. 50 0 $149,172
Mr. Opelka................. 45 7 97,640
Mr. McCue.................. 15 6 88,474
</TABLE>
401(K) PLAN. The Bank maintains a 401(k) Plan, which permits salaried
employees with at least one year of service to make pre-tax salary deferrals
under section 401(k) of the Code and after-tax contributions under section
401(a) of the Code. Salary deferrals are made by election and are limited to 15%
of compensation up to $160,000 (for 2000), or to a limit imposed under the Code
($10,500 for fiscal 2000). The Bank makes matching contributions equal to 25% of
the amount of pre-tax salary deferrals, up to 6% of salary.
The 401(k) Plan permits participating employees to invest all or any
part of their account balances in the Company's common stock. Common stock held
by the 401(k) Plan may be newly issued or treasury shares acquired from the
Company or outstanding shares purchased in the open market or in privately
negotiated transactions. All common stock held by the 401(k) Plan is held by an
independent trustee and allocated to the accounts of individual participants.
Participants control the exercise of voting and tender rights relating to the
common stock held in their accounts.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company has established,
and the Bank has adopted for the benefit of eligible employees, an ESOP and
related trust which became effective December 19, 1996. Substantially all
employees of the Bank or the Company who have attained age 21 and have completed
one year of service may be eligible to become participants in the ESOP. The ESOP
purchased eight percent (8%) of our common stock issued in our conversion to
stock form. Although contributions to the ESOP are discretionary, the Company
and the Bank intend to make annual contributions to the ESOP in an aggregate
amount at least equal to the principal and interest requirement on the debt.
This loan is for a term of 10 years,
- 16 -
<PAGE>
with interest at the rate of 8% per annum and level annual payments of principal
plus accrued interest, designed to amortize the loan over its term. The loan
also permits optional prepayments. The Company and the Bank may make additional
annual contributions to the ESOP to the maximum extent deductible for federal
income tax purposes.
Shares purchased by the ESOP are initially 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. The pledged shares will be
released annually from the suspense account in an amount proportional to the
repayment of the ESOP loan for each plan year. The released shares will be
allocated among the accounts of participants on the basis of the participants'
base taxable salary for the year of allocation. Benefits generally become vested
at the rate of 20% per year beginning on completion of a participant's third
year of service with 100% vesting after seven years of service (including past
service). Participants also become immediately vested upon termination of
employment due to death, retirement at age 65 or older, permanent disability or
upon the occurrence of a change of control. Forfeitures of unvested amounts will
be reallocated among remaining participating employees in the same proportion as
contributions.
In connection with the establishment of the ESOP, a Plan Administrator
was appointed to administer the ESOP (the "Plan Administrator"). The Plan
Administrator may instruct the ESOP Trustee regarding investment of funds
contributed to the ESOP. 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 will be voted
in a manner calculated to most accurately reflect the instructions received from
participants regarding the allocated stock as long as such vote is in accordance
with the provisions of ERISA.
The ESOP may purchase additional shares of common stock in the future,
in the open market or otherwise, and may do so either on a leveraged basis with
borrowed funds or with cash dividends, periodic employer contributions or other
cash flow.
STOCK OPTION PLAN. The Company's Board of Directors adopted the Stock
Option Plan and the Company's shareholders approved it at a special meeting on
June 24, 1997. The purpose of the Stock Option Plan continues to be to promote
the growth of the Company, the Bank and other affiliates by linking the
incentive compensation for officers, key employees and directors with the
profitability of the Company. The Stock Option Plan is not subject to ERISA and
is not a tax-qualified plan. The maximum aggregate number of shares of common
stock available for issuance upon the exercise of stock options granted under
the Stock Option Plan is 258,143.
The members of the Board's Compensation Committee who are disinterested
directors ("Option Committee") administer the Stock Option Plan. In general,
both "incentive stock options" and non-qualified stock options to purchase the
Company's common stock ("Options") may be granted to eligible officers,
employees and outside directors, subject the restrictions of the Code. The
Option Committee has discretion under the Stock Option Plan to establish certain
material terms of the Options granted to officers and employees provided such
grants are made in accordance with the Plan's requirements. All Options granted
to outside directors are by automatic formula grant and the Option Committee has
no discretion over the material terms of these grants.
All stock options granted under the Plan generally vest in 20%
increments over a five year period, beginning from the date of grant, subject to
full vesting upon the optionee's death, disability, retirement or upon a change
in control of the Company, as defined in the Stock Option Plan. The Company
believes the use of a vesting schedule will encourage each Option recipient to
remain in the service of the Company (or an affiliate) and contribute to its
profitability in order to enjoy the full economic benefit of the Option. The
Company has reserved the right to amend or terminate the Plan, in whole or in
part, subject to the requirements of all applicable laws.
- 17 -
<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 Officers
on June 30, 2000.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTIONS/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXCERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
ACQUIRED ON REALIZED ON YEAR-END YEAR-END
EXERCISE EXERCISE (#) ($)
NAME (#) (1) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (2)
---- ------- --- ------------------------- -----------------------------
<S> <C> <C> <C> <C>
George M. Briody -- -- 33,168/22,112 N/A
F. Gregory Opelka -- -- 22,615/15,078 N/A
Timothy L. McCue -- -- 22,614/15,077 N/A
</TABLE>
--------------
(1) None of the Named Executive Officers exercised options during the
fiscal year ended June 30, 2000.
(2) Of the total outstanding stock options held by Mr. Briody, Mr. Opelka
and Mr. McCue, all of the exercisable and unexercisable options are
"out-of-the-money" options at June 30, 2000, i.e., the exercise price
of the options was greater than the closing price of the Company's
common stock at June 30, 2000 .
The shares reserved for issuance upon exercise of options may be
authorized and unissued shares or shares previously issued and reacquired by the
Company. Any shares subject to options under the Stock Option Plan which expire
or are terminated, forfeited or canceled without having been exercised or vested
in full, shall again be available to support additional grants under the Stock
Option Plan.
RECOGNITION AND RETENTION PLAN. The Board of Directors of the Company
adopted the RRP and it was approved by the Company's shareholders at the 1997
Annual Meeting. Similar to the Stock Option Plan, the RRP functions as a
long-term incentive compensation program for eligible officers, employees and
outside directors of the Company, the Bank and other affiliates. The RRP is
administered by the members of the Board's Compensation Committee who are
disinterested directors ("RRP Committee"). All costs and expenses of
administering the RRP are paid by the Company.
As required by the terms of the RRP, the Company has established a
trust ("Trust") and has contributed to the Trust, funds sufficient to purchase
up to 110,245 shares of Common stock ("Restricted Stock Awards") that may be
granted under the RRP. Shares of common stock subject to a Restricted Stock
Award are held in the Trust until the Award vests at which time the shares of
common stock attributable to the portion of the Award that has vested are
distributed to the Award holder. An Award recipient is entitled to exercise
voting rights and receive cash dividends with respect to the shares of common
stock subject to his Award, whether or not the underlying shares have vested. If
an individual award recipient terminates service prior to full vesting of the
Restricted Stock Awards granted pursuant to the RRP, the shares subject to the
award will be forfeited and returned to the Company.
Restricted Stock Awards are granted under the RRP on a discretionary
basis to eligible officers and executives selected by the RRP Committee and are
awarded to outside directors pursuant to the terms of the RRP. All outstanding
Restricted Stock Awards to eligible directors (with the exception of Mr. Nelson)
and eligible employees vest and are distributable as follows: 10% at June 30,
1998, 20% at June 30, 1999, 2000, 2001, and 2002; and 10% at January 1, 2003,
subject to automatic full vesting on the date of the Award holder's death,
disability or retirement while in service and after attaining age 65 or upon the
effective date of a change in control of the Company. Mr. Nelson's Restricted
Stock Award vests as follows: 335 shares at June 30, 1999; 804 shares at June
30, 2000, 2001 and 2002; and 402 shares at June 30, 2003.
- 18 -
<PAGE>
The Company may amend or terminate the RRP, in whole or in part, at any
time, subject to the requirements of all applicable laws.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
Under applicable federal law, all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. The Bank has
made loans or extended credit to executive officers and directors and also to
certain persons related to executive officers and directors. All such loans were
made by the Bank in the ordinary course of business and were not made with more
favorable terms nor did they involve more than the normal risk of collectibility
or present unfavorable features. The aggregate outstanding principal balance of
such loans to directors, executive officers and their associates totaled
$1,179,448 or 4.1% of the Company's shareholders' equity at June 30, 2000.
All transactions between the Company and its executive directors,
holders of 10% or more of the shares of any class of its common stock and
affiliates thereof, contain terms no less favorable to the Company than could
have been obtained by it in arm's-length negotiations with unaffiliated persons
and are approved by a majority of independent outside directors of the Company
not having any interest in the transaction.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and any person holding more than ten
percent of the Company's common stock, file with the SEC reports of ownership
and changes in ownership, and that such individuals furnish the Company with
copies of the reports.
Based solely on our review of the copies of such reports that we have
received, or written representations from certain reporting persons, we believe
that all of our executive officers and directors complied with all Section 16(a)
filing requirements applicable to them.
- 19 -
<PAGE>
--------------------------------------------------------------
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------
The Board of Directors has appointed KPMG LLP as our independent public
accountants for the fiscal year ending June 30, 2001, and we are asking
shareholders to ratify the appointment. We expect representatives of KPMG LLP to
attend the Annual Meeting and to be available to respond to appropriate
questions. No determination has been made as to what action the Board of
Directors would take if the shareholders do not ratify KPMG LLP's appointment.
================================================================================
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY.
================================================================================
--------------------------------------------------------------
PROPOSAL 3
SHAREHOLDER PROPOSAL
--------------------------------------------------------------
The Company has been informed that Mr. Gerald A. Horwitz, intends to
present a proposal at the Annual Meeting. The Board of Directors and the Company
are not responsible for the contents of the proposal and supporting statement
set forth below. The Board of Directors opposes this proposal for the reasons
presented in the Board of Directors' Statement in Opposition and urges
shareholders to vote "AGAINST" the proposal. To be approved, the proposal must
receive the affirmative vote of the holders of a majority of shares present in
person or by proxy and entitled to vote on this proposal.
Mr. Horwitz, whose address is c/o Horwitz & Associates, Inc., 630
Dundee Road, Suite 345, Northbrook, Illinois 60062, and who is a beneficial
owner of 800 shares of common stock, submitted the following resolution and
supporting statement:
RESOLUTION
RESOLVED, that the shareholders of the Company
believing that the value of their investment in the Company
could best be maximized through a sale or merger of the
Company, hereby request that the Board of Directors promptly
proceed to (i) retain a qualified investment banking firm
which has not performed services for the Company in the
five-year period prior to the 2000 annual meeting for the
purpose of advising the Company as how to best maximize
shareholder value and (ii) establishing a committee of the
Board of Directors consisting of all directors, who are not
current or former officers or employees of the Company or
related by blood or marriage to a current or former officer
or employee of the Company or who are not officers or
employees of any company who has performed services for the
Company in the five-year period prior to the 2000 annual
meeting and all ex- officio members of committees of the
Board as provided by the bylaws to consider and recommend to
the full Board of Directors a strategy based upon such
advice.
- 20 -
<PAGE>
SHAREHOLDER SUPPORTING STATEMENT
The Company went public in December of 1996 at $10.00 per share. In the
almost four years since, Big Foot's stock has risen to $10.875 per stock (a
8.75% increase) as of May 1, 2000. During the same time frame, the value of the
Dow Jones Industrial Average has risen approximately 73%, the S&P 500 has grown
97%, the NASDAQ has grown 205%, and the NASDAQ Bank Index has grown 19%.
Proponent believes that the stock of the Company has under-performed its peer
group and the broad market averages.
Proponent believes that consolidation, increased size and efficiency
will be the trends for the new millennium, Company shareholders should also
benefit from these trends. Now is the time for management and shareholders to
cash out and move on. As of the date of this proxy statement, the Company common
stock trades at less than its book value. Proponent believes that buyers would
pay a premium over book value for the core deposits and real estate locations of
the Company. In July 1999, the Board of Directors refused to discuss at least
one written expression of interest for the sale of the Company at $16.00 per
share. As of September 1, 2000, the Company's stock price was $12.0625 per
share. It is time to do something different. Proponent believes that the Board
requires independent advice on this issue and persons employed by, related to
employees or performing services who have vested interests in this issue should
not be the persons on who the shareholders are relying. A No vote is a vote for
the status quo. A Yes vote for the shareholder proposal is a vote to maximize
value and a vote to move forward. I urge you to consider voting Yes for the
proposal.
BOARD OF DIRECTORS OF BIG FOOT FINANCIAL CORP. STATEMENT IN OPPOSITION TO THE
SHAREHOLDER PROPOSAL
The Board of Directors of the Company vigorously opposes the
shareholder proposal for the following reasons:
The Board of Directors recognizes as its primary duty the maximization
of shareholder value. The Board of Directors believes that the alternative to
increase shareholder value advocated by the above proposal would not compensate
shareholders sufficiently for the value of their shares. Your Board of Directors
believes that this proposal would not serve the best interests of the Company's
shareholders. The Board of Directors believes that the formation of a committee
to explore the initiation of a public sale or merger process, as recommended by
the proponent, would be an ill-timed effort to sell the Company, given the
current depressed condition of financial institution stocks in the marketplace.
Your Board of Directors recommends a vote "AGAINST" the proposal for these
reasons and the reasons stated below.
1. The Company's Program for Building Shareholder Value
The Board of Directors and management regularly evaluate steps that may
be taken to maximize shareholder value and, to assist them in this process, the
Company has been periodically advised by Hovde Financial, Inc. since its initial
public offering in 1996. After careful consideration and discussion, the Company
has and will continue to take affirmative steps to maximize shareholder value
while maintaining the financial soundness and prudent lending operations of the
Company. The following are examples of actions taken to increase shareholder
value.
o In the 2000 fiscal year, the Company has instituted the payment of a
quarterly $0.05 per common share dividend, for a total of $0.20 per
share for the fiscal year ended June 30, 2000.
o Your Board of Directors approved the repurchase of 866,099 common
shares or 34.5% of the Company's common stock issued when the Company
went public in 1996. As of June 30, 2000, the Company has repurchased
767,082 common shares. As of July 31, 1996, the Company's pro forma
book value was $13.76, compared to $16.40 as of June 30, 2000, or
nearly a 20% increase in book value. The Company believes that the
stock repurchase programs enhance shareholder value
- 21 -
<PAGE>
by decreasing the number of outstanding shares of the Company's common
stock and providing liquidity to shareholders.
In addition to the above described initiatives to increase shareholder
value, the Company believes that its current business plan will enhance
shareholder value in the long term. Shareholders should be assured that the
Company will continue to pursue all reasonable opportunities to maximize
shareholder value.
2. The Company Believes that the Proposal Will Not Increase
Shareholder Value and Contains Misleading Information
The Company believes that the proposal will not serve to increase
shareholder value. The Company believes that the proponent's definition of
independent director in the above proposal is too restrictive. As proposed, the
resultant committee, if created, would consist of only one outside director and
two ex-officio officers, the President and the Secretary. All of the directors
have diverse and broad business backgrounds and the majority of the members of
the Board of Directors are "independent directors" pursuant to The Nasdaq Stock
Market rules. Therefore, the Company believes that the proposal is an overly
restrictive limitation on director input and duplicates a role which the entire
Board of Directors performs on a regular basis. Further, the Company believes
that it is not good business practice to prevent a number of the Company's most
experienced and independent directors from participating in such a committee.
Further, the above proposal advocates the hiring of a qualified
investment banking firm which has not performed services for the Company for the
five year period prior to the annual meeting for the purpose of advising the
Company as how to best maximize shareholder value. As stated above, the Company
is periodically advised by Hovde Financial, Inc. as its financial advisor and
believes that Hovde Financial, Inc. serves as an excellent resource for the
Company. The Company selected Hovde Financial, Inc. because of its outstanding
expertise in advising Midwestern financial institutions on their respective
strategic and financial needs. It is also important to note that the Company has
not paid any fees to Hovde Financial, Inc. since its conversion to stock form in
1996 and that any compensation paid to Hovde Financial, Inc., if any, would
arise as a result of a sale or merger of the Company, the alternative advocated
by the proponent. In addition, Mr. Steven Nelson, a Senior Vice President and
Partner of Hovde Financial, Inc. serves on the Company's Board of Directors.
Therefore, the Company believes that, at the present time, the engagement of an
additional investment banker would not maximize shareholder value.
Finally, the Company believes that the proponent's statement contains
several inaccurate statements which require clarification. The proponent's
statement refers to the fact that the Company received at least one expression
of interest which it allegedly "refused to discuss" in July 1999. The
unsolicited letter, to which the proponent refers, received by the Company in
July 1999, was merely a general expression of interest, which public companies
receive from time to time, and which the Board viewed as such. The Board FULLY
CONSIDERED this general expression of interest and determined not to pursue it
at that time. Further, and perhaps more significantly, the supporting statement
does not disclose that the "expression of interest" was subsequently withdrawn.
Finally, despite the proponent's suggestion that the Company received more than
one written expression of interest, the Company received only one written
expression of interest in July, 1999, and any inference to the contrary is
false.
3. In Your Board of Directors' Judgment, the Proposal Is Not in
the Best Interests of the Company and its Shareholders.
Your Board of Directors takes seriously its duty to act in the best
interest of all shareholders in managing and supervising the affairs of the
Company. Maximizing shareholder value is considered by the Board of Directors to
be the central component of that duty.
- 22 -
<PAGE>
Your Board of Directors believes that adoption of the proposal could
prejudice the financial interests of shareholders. Although the proposal only
requests that the Board hire an independent investment banker and form a
committee to explore the sale of the Company, the Company believes that even the
announcement that the proposal has been adopted could adversely affect the
Company's relationships with its customers and employees by creating uncertainty
about its future. In that event, revenues and profits and, in turn, shareholder
value could decline.
Most importantly, your Board of Directors should retain full discretion
to consider all possible strategic alternatives for the Company's future in the
best interests of all shareholders. Further, the Company believes that
shareholder value would not best be maximized through a sale or merger of the
Company, as advocated by the proponent, particularly at a time when the equity
prices for the thrift industry, as well as the entire financial industry, are
depressed. The Board of Directors and management of the Company believe that the
Company's stock price will improve in the long term.
Finally, the Board believes that it can function most effectively when
its strategic planning is conducted confidentially. In this way, ideas and
alternatives that may enhance shareholder value can be developed and debated
without the fear that they will lead to rumors or public debate that could
harmfully restrict the Board's choices or disrupt the public market for the
Company's common stock.
================================================================================
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL.
================================================================================
ADDITIONAL INFORMATION
INFORMATION ABOUT SHAREHOLDER PROPOSALS
Under the proxy solicitation regulations of the SEC, if you wish to
submit a proposal to be included in our proxy statement for the 2001 Annual
Meeting, we must receive it by May 16, 2001. SEC rules contain standards as to
whether shareholder proposals are required to be included in the proxy
statement. Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the
rules and regulations promulgated by the SEC.
In addition, under the Company's Bylaws, if you wish to nominate a
director or bring other business before an annual meeting:
o You must be a shareholder of record and have given timely notice in
writing to the Secretary of the Company; and
o Your notice must contain specific information required in our Bylaws.
By Order of the Board of Directors,
/s/ Barbara J. Urban
--------------------
Barbara J. Urban
SECRETARY
Long Grove, Illinois
September 13, 2000
================================================================================
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
================================================================================
- 23 -
<PAGE>
REVOCABLE PROXY
BIG FOOT FINANCIAL CORP.
OLD MCHENRY ROAD AND ROUTE 83
LONG GROVE, ILLINOIS 60047
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BIG FOOT FINANCIAL CORP., FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON OCTOBER 24, 2000.
The undersigned shareholder of Big Foot Financial Corp. hereby appoints
Walter E. Powers, Steven E. Nelson and Timothy L. McCue, or any of them, with
full powers of substitution, to represent and to vote as proxy, as designated,
all shares of common stock of Big Foot Financial Corp. held of record by the
undersigned on August 31, 2000 at the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") to be held at 2:00 p.m., Central Daylight Time, on October 24,
2000, or at any adjournment or postponement thereof, upon the matters described
in the accompanying Notice of Annual Meeting and Proxy Statement. 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 ALL NOMINEES LISTED IN ITEM 1, FOR THE
PROPOSAL IN ITEM 2 AND AGAINST THE PROPOSAL IN ITEM 3. The proxies are further
authorized to vote the shares of common stock represented hereby upon any other
business that may properly come before the Annual Meeting, or at any adjournment
or postponement thereof, as a majority of the Board of Directors determines.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
<PAGE>
Please mark your vote as
indicated in this example. |X|
I will attend the Annual Meeting. |_|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES
NAMED IN ITEM 1 AND A VOTE "FOR" THE PROPOSAL IN ITEM 2.
1. Election of three (3) Directors FOR WITHHOLD
for terms of three years each. all nominees for all
NOMINEES: George M. Briody (except as nominees
Joseph J. Nimrod otherwise
F. Gregory Opelka indicated)
|_| |_|
INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided:
_________________________________________
2. Ratification of the appointment FOR AGAINST ABSTAIN
of KPMG LLP as the independent |_| |_| |_|
public accountants for the fiscal year
ending June 30, 2001.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"AGAINST" THE PROPOSAL IN ITEM 3.
3. Shareholder Proposal, if properly presented at the Annual Meeting.
FOR AGAINST ABSTAIN
|_| |_| |_|
The undersigned hereby acknowledges receipt of the Notice of the 2000 Annual
Meeting of Shareholders and the Proxy Statement for the Annual Meeting.
_________________________________________
_________________________________________
Signature(s)
Dated: ____________________________, 2000
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.
