<PAGE>
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
Access Anytime BanCorp, Inc.
- - --------------------------------------------------------------------------------
(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 the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ACCESS ANYTIME BANCORP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 22, 1998
The Annual Meeting of Stockholders of ACCESS ANYTIME BANCORP, INC. ( the
"Company") will be held at Clovis Community College's Town Hall, 417 Schepps
Boulevard, Clovis, New Mexico, on Friday, May 22, 1998, at 9:00 a.m., local
time.
A Revocable PROXY and PROXY STATEMENT for the meeting are enclosed.
The meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company.
2. The ratification of the appointment of Robinson Burdette Martin &
Cowan, L.L.P. as independent public accountants to audit the
consolidated financial statements of the Company and its subsidiaries
for the fiscal year ending December 31, 1998.
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
Any action may be taken on any one of the foregoing proposals at the meeting on
the date specified above and all adjournments thereof. Stockholders of record
at the close of business on April 3, 1998 are the stockholders entitled to vote
at the meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed PROXY which is solicited by
the Board of Directors and to mail it promptly in the enclosed envelope. The
PROXY will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kathy Allenberg
Kathy Allenberg,
Corporate Secretary
Clovis, New Mexico
April 9, 1998
- - --------------------------------------------------------------------------------
IMPORTANT
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
- - --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
FOR
ACCESS ANYTIME BANCORP, INC.
801 PILE STREET
CLOVIS, NEW MEXICO 88101
(505) 762-4417
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Access Anytime BanCorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company which
will be held at Clovis Community College's Town Hall, 417 Schepps Boulevard,
Clovis, New Mexico, on Friday, May 22, 1998 at 9:00 a.m., local time. The
accompanying Notice of Annual Meeting and this Proxy Statement are being first
mailed to stockholders on or about April 9, 1998.
The Company is a Delaware corporation which was organized in 1996 for the
purpose of becoming the thrift holding company of First Savings Bank, F.S.B.
(the "Bank"). The Bank's Board of Directors later approved a name change for
the Bank to "FIRSTBANK". The Company owns all of the outstanding stock of the
Bank, which is the Company's principal asset.
VOTING INFORMATION
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Corporate Secretary of the Company or the filing of a later proxy
prior to a vote being taken on a particular proposal at the meeting. A written
notice of revocation of a proxy should be sent to the Corporate Secretary,
Access Anytime BanCorp, Inc., P.O. Box 1569, 801 Pile Street, Clovis, New Mexico
88101, and will be effective if received by the Corporate Secretary prior to the
meeting. A previously submitted proxy will also be revoked if a stockholder
attends the meeting and votes in person. Proxies solicited by the Board of
Directors of the Company will be voted as directed by the stockholder or, in the
absence of such direction, proxies will be voted "FOR" the nominees for director
set forth herein and "FOR" the approval of the appointment of Robinson Burdette
Martin & Cowan, L.L.P. as independent public accountants, and as determined by a
majority of the Board of Directors with respect to any other matter(s) coming
before the meeting.
Stockholders of record as of the close of business on April 3, 1998, are
entitled to one vote for each share then held. As of April 3, 1998, the Company
had 1,217,336 shares of common stock issued and outstanding. With respect to
the election of directors, a stockholder may, by properly completing the
enclosed proxy, vote in favor of all nominees or withhold his or her votes as to
all nominees or as to specific nominees. Directors will be elected by the
affirmative vote of a majority
1
<PAGE>
of the shares represented at the meeting in person or by proxy and entitled
to vote in an election of directors. Cumulative voting is permitted in the
election of directors, and allows a stockholder to cumulate the total number
of votes he or she may cast in the election of directors and cast any number
of those votes for one or more of the nominees. If a stockholder desires to
exercise such cumulative voting rights, the stockholder must clearly state on
his or her proxy the intent to exercise those rights and vote accordingly.
The persons voting the proxies will have sole discretion in determining
whether a stockholder has clearly marked his or her proxy with respect to
cumulative or other voting, and if a proxy is not clearly marked, the
stockholder may be contacted for clarification.
Ratification of the hiring by the Board of Directors of Robinson Burdette
Martin & Cowan, L.L.P. as the independent public accountants for the 1998 fiscal
year will be by the affirmative vote of a majority of the shares represented at
the meeting in person or by proxy and entitled to vote on the ratification of
the external auditors.
All other matters properly coming before the meeting will be decided by the
affirmative vote of a majority of the shares represented at the meeting in
person or by proxy and entitled to vote on such matters, except as otherwise
required by law or by the Company's Certificate of Incorporation or Bylaws.
The votes will be counted by the inspectors appointed by the Board of
Directors, who will determine, among other things, the number of votes necessary
for the stockholders to take action in accordance with the foregoing
requirements and the votes withheld or cast for or against each matter. All
properly executed proxies and ballots, regardless of the nature of the vote or
absence of the vote indication thereon (but not including broker non-votes),
will be counted in determining the number of shares represented at the meeting.
Abstentions clearly stated on a proxy and broker non-votes will not be counted
as affirmative votes, but the failure to give clear voting instructions on a
proxy (as opposed to clearly stating an intent to abstain from voting) will
result in the proxy being voted "FOR" the nominees for director identified
herein and in favor of the other proposal set forth herein. An abstention from
voting on a matter by a shareholder present in person or represented by proxy at
the meeting has the same legal effect as a vote AGAINST the matter even though
the shareholder or interested parties analyzing the results of the voting may
interpret such a vote differently. Shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will not be counted in
calculating voting results on those matters for which the broker or other entity
has not voted. A majority of the shares of the Company entitled to vote,
represented in person or by proxy, shall constitute a quorum under the Company's
Bylaws.
The Company is not aware of any arrangements the operation of which might
at a subsequent date result in a change in control of the Company.
2
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
Persons and groups owning in excess of 5% of the Company's common stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. Based upon such reports and upon
the Company's stock ownership records and available information concerning
non-objecting beneficial owners, management knows of the following persons who
owned more than 5% of the Company's outstanding shares of common stock as of
April 3, 1998. Ownership is direct unless otherwise specified. Shown below are
the shares of common stock beneficially owned by all executive officers and
directors (including Mr. Corzine, Mr. Huey, and Mr. Lydick who are listed
separately below) of the Company as a group as of April 3, 1998. Individual
beneficial ownership of shares by the Company's directors is set forth under
"Proposal 1 - Election of Directors".
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of Shares of Capital
Beneficial Owner Beneficial Ownership (1) Stock Outstanding (1)
---------------- ------------------------ ---------------------
<S> <C> <C>
Norman R. Corzine 91,861(6)(7) 7.2%
P.O.Box 16005
Albuquerque, NM 87191
Group filing by:
Jeffrey L. Gendell 90,000(3) 7.4%
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
Tontine Overseas Associates, L.L.C.
200 Park Avenue, Suite 3900
New York, NY 10166
Ken Huey, Jr. 75,992(6)(7) 6.0%
P.O. Box 1572
Clovis, NM 88102
Robert Chad Lydick 70,969(4)(5)(7) 5.8%
P.O. Box 1386
Clovis, NM 88102
Drs. Moss, Boese & Abshere 70,889(2) 5.8%
P.O. Box 1508
Clovis, NM 88102
All Executive Officers 402,826(2)(5)(7) 28.9%
and Directors as a Group (10 persons)
</TABLE>
(1) Shares of common stock subject to options currently exercisable, or
exercisable within sixty (60) days, are deemed outstanding for computing
the percentage of ownership of the person holding the options, but not
deemed outstanding for computing the percentage of ownership of any other
person.
(2) Includes shares owned by spouses of the named beneficial owners or as
custodian or trustee for minor children or self-directed retirement
accounts, as to which shares the named individuals effectively exercise
shared voting and investment powers.
3
<PAGE>
(3) Based on Schedule 13D filing, dated February 11, 1998, made with the
Securities and Exchange Commission by such group. Such Schedule 13D filing
indicates shared voting and dispositive powers for 50,000 shares by Tontine
Financial Partners, L.P., shared voting and dispositive powers for 50,000
shares by Tontine Management, L.L.C., shared voting and dispositive powers
for 40,000 shares by Tontine Overseas Associates, L.L.C., and shared voting
and dispositive powers for 90,000 shares by Jeffrey L. Gendell. The
Company makes no representation as to the accuracy or completeness of such
information.
(4) Mr. Lydick has shared voting and dispositive powers over all of these
shares with his spouse and/or his father.
(5) Does not include stock units pursuant to the Non-Employee Director
Retainer Plan for the Board of Directors, under which plan the
directors will receive common stock upon termination of service on the
Board or upon termination of the plan. See "DIRECTORS' COMPENSATION"
for further discussion.
(6) Includes 3,060 shares held for Mr. Corzine and 447 shares held for Mr.
Huey in their respective accounts pursuant to the Bank's profit
sharing/employee stock ownership plan. Such amounts reflect the 2%
stock dividend of October 31, 1997.
(7) Reference is made to footnote (9) to the table under "Proposal 1 -
Election of Directors" for details as to shares which such persons
have the right to acquire within sixty days pursuant to stock options.
PROPOSAL 1 - ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE NOMINEES FOR THE BOARD
OF DIRECTORS DESCRIBED BELOW. Proxies will be so voted unless stockholders
specify otherwise in their proxies. Directors will be elected by an affirmative
vote of a majority of the shares represented at the meeting in person or by
proxy and entitled to vote in the election of directors.
The Board has set the number of directors at ten. At the meeting, there
will be three director positions available to vote on. The Nominating Committee
of the Board of Directors has nominated three incumbent directors, Mr. Carl
Deaton, Mr. Ken Huey, Jr., and Mr. Thomas W. Martin, III, to stand for
re-election to fill the three available positions with terms expiring in 2001.
Pursuant to the Company's Bylaws (Article II, Section 13), nominations may
be made by stockholders to be voted upon at the meeting if they are made in
writing and delivered to the Corporate Secretary of the Company at least five
days prior to the date of the meeting. Upon delivery, such nominations shall be
posted in a conspicuous place in each office of the Company. Ballots bearing the
names of all persons nominated by the Nominating Committee (being the three
nominees listed above) and by stockholders shall be provided for use at the
meeting. A stockholder wishing to vote for a person nominated for director by a
stockholder must attend the meeting and vote in person. Under federal
securities regulations, no proxy shall confer authority to vote for the election
of any person to any office for which a bona fide nominee is not named in this
Proxy Statement.
Each of the nominees has consented to being named in this Proxy Statement
and to serve if elected. If any nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any named nominee might be unable to serve.
4
<PAGE>
The following table sets forth for each nominee, for each director
continuing in office, and for each executive officer identified in the summary
compensation table herein, such person's name, age, principal occupation(s)
during the past five years, the year he/she first became a director and the
number of shares of the Company's common stock beneficially owned as of April 3,
1998. Ownership is direct unless otherwise specified.
<TABLE>
<CAPTION>
UP FOR ELECTION
YEAR AMOUNT
FIRST AND PER
ELECTED OR NATURE OF CENT
PRINCIPAL APPOINTED TERM TO BENEFICIAL OF
NAME AGE OCCUPATION DIRECTOR EXPIRE OWNERSHIP CLASS
(1) (2) (4) (3)(9)(12)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl Deaton 73 Retired manager and majority 1979 2001 38,316 (5) 3.1%
stockholder of C.B.S. Auto
Recyclers and former owner of
Clovis Body Shop, Inc.,
located in Clovis, New Mexico;
Vice Chairman of FIRSTBANK .
Ken Huey, Jr. 53 President of the Company since 1991 2001 75,992 (11) 6.0%
1996; President, Chief
Executive Officer, and
Director of FIRSTBANK since
October 1991.
Thomas W. 50 President of Tucumcari 1994 2001 17,578 (8) 1.4%
Martin, III Springwater & Seed Co., Inc.,
since 1969 - DBA Taco Box of
Clovis and Portales, New
Mexico; Director of FIRSTBANK.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
CONTINUING IN OFFICE
YEAR AMOUNT
FIRST AND PER
ELECTED OR NATURE OF CENT
PRINCIPAL APPOINTED TERM TO BENEFICIAL OF
NAME AGE OCCUPATION DIRECTOR EXPIRE OWNERSHIP CLASS
(1) (2) (3)(9)(12)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James A. 67 Investments; Retired 1997 1999 19,380 1.6%
Clark President & CEO, First
Interstate Bank of
Albuquerque, New Mexico, 1985-
1991; Director, Bowlins
Outdoor Advertising and Travel
Centers, Inc.; Director Lea
County State Bank, Hobbs, New
Mexico.
Norman R. 55 Chairman and Chief Executive 1996 1999 91,861 (11) 7.2%
Corzine Officer of the Company since
1996; Executive Vice President
of FIRSTBANK since 1996;
Director of FIRSTBANK;
Financial consultant with
Merrill Lynch, 1993-1995.
Robert Chad 48 President of Lydick Engineers 1987 1999 70,969 (7) 5.8%
Lydick and Surveyors, Inc., Clovis,
New Mexico; Chairman of
FIRSTBANK since 1993.
Allan M. 57 President & CEO, Mechanical 1997 1999 20,951 (6) 1.7%
Moorhead Representatives, Inc.,
Albuquerque, New Mexico, a
manufacturing representative
of heating, ventilation and
air conditioning equipment
since 1972.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
CONTINUING IN OFFICE
YEAR AMOUNT
FIRST AND PER
ELECTED OR NATURE OF CENT
PRINCIPAL APPOINTED TERM TO BENEFICIAL OF
NAME AGE OCCUPATION DIRECTOR EXPIRE OWNERSHIP CLASS
(1) (2) (4) (3)(9)(12)
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles Guthals 61 President and majority 1985 2000 18,798 1.5%
stockholder of Guthals Co.,
Inc., a Clovis, New Mexico
nursery and landscaping
company; Director of
FIRSTBANK.
Cornelius 57 Director, Principal & CEO, 1997 2000 19,380 1.6%
Higgins, Ph.D. Applied Research Associates,
Inc., Albuquerque, New Mexico,
a national engineering firm,
since 1979.
David 68 Healthcare Consultant, 1997 2000 29,601 (10) 2.4%
Ottensmeyer M.D. from January 1996; President &
CEO, The Lovelace Institutes,
Albuquerque, New Mexico, a
non-profit medical research
institute, July 1991 to
December 1995; Director,
Exogen.
</TABLE>
(1) As of December 31, 1997.
(2) Nominees and directors have held these vocations or positions for at
least five years, unless otherwise noted.
(3) Unless otherwise noted, all shares are owned directly by the named
individuals or by their spouses and minor children or self-directed
retirement accounts, over which shares the named individuals
effectively exercise sole or shared voting and/or investment power.
(4) Assuming reelection at the meeting.
(5) Mr. Deaton has 21,481 shares held in the Deaton Family Trust, as to
which Mr. Deaton shares voting and investment power with his spouse and
four children. The amount shown also includes shared voting and
investment power that Mr. Deaton may have over 7,659 shares owned by his
brother, sister, first son and daughter-in-law, daughter, granddaughter
and son-in-law and daughter and granddaughter.
(6) The shares shown for Mr. Moorhead are held in the Moorhead Family Trust.
(7) Mr. Lydick has shared voting and dispositive powers over all of these
shares with his spouse and/or his father.
7
<PAGE>
(8) Includes 4,234 shares owned by Tucumcari Springwater & Seed Co. Inc.,
which is controlled by Mr. Martin.
(9) Shares of common stock subject to options currently exercisable, or
exercisable within sixty (60) days, are deemed outstanding for computing
the percentage of ownership of the person holding the options, but not
deemed outstanding for computing the percentage of ownership of any other
person. The numbers of shares shown for Mr. Corzine and Mr. Huey include
51,000 shares and 51,000 shares, respectively, granted pursuant to option
grants and reflect the 2% stock dividend of October 31, 1997. The number
of shares shown for Messrs. Deaton, Martin, Clark, Lydick, Moorhead,
Guthals, Higgins, and Ottensmeyer include 9,180 shares each under option
grants and reflect the 2% stock dividend of October 31, 1997.
(10) The shares shown for Dr. Ottensmeyer are held in a family trust.
(11) The shares shown include 3,060 shares held for Mr. Corzine and 447
shares held for Mr. Huey in their respective accounts pursuant to the
Bank's profit sharing/employee stock ownership plan. Such amounts reflect
the 2% stock dividend of October 31, 1997.
(12) Does not include stock units pursuant to the Non-Employee Director
Retainer Plan for the Board of Directors. Stock will not be received
under such plan until after termination of a director's service on the
Board or termination of the plan. See "DIRECTORS' COMPENSATION" for
further discussion. Messrs. Corzine and Huey are not eligible to
participate in such plan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the
Board and through its committees. During the year ending December 31, 1997,
the Board of Directors held seven scheduled meetings and four special called
Board meetings. All directors attended more than 75% of the total number of
these scheduled Board meetings and special Board meetings and committee
meetings of the Board on which they served, except Mr. Cornelius Higgins.
The Executive Committee is currently composed of Messrs. Norm Corzine, Ken
Huey, Jr., and Robert Chad Lydick. This committee is empowered to exercise the
authority of the Board of Directors when the Board is not in session. During
the year ending December 31, 1997, the Executive Committee of the Company held
no meetings.
The Audit Committee, presently composed of Messrs. Charles Guthals, Carl
Deaton, Tom Martin, Jim Clark, and Cornelius Higgins, is responsible for the
review and evaluation of the Company's internal controls and accounting
procedures and reviews the Company's audit reports with the Company's external
independent auditors. During the year ending December 31, 1997, the Audit
Committee held two meetings.
Under the Company's Bylaws, the Board of Directors acts as the Nominating
Committee. The Board of Directors met one time in its capacity as the
Nominating Committee during the year ending December 31, 1997. The Nominating
Committee does not consider nominees recommended by stockholders. Article II,
Section 13 of the Company's Bylaws provides procedures for nomination of
directors by the stockholders. The Bylaws provide that no nomination for
director, except those made by the Nominating Committee, shall be voted upon at
an annual meeting of stockholders unless other nominations by stockholders are
made in writing and delivered to the Corporate Secretary of the Company at least
five days prior to the date of the annual meeting. Upon
8
<PAGE>
delivery, such nominations shall be posted in a conspicuous place in each
office of the Company. However, if the Nominating Committee shall fail or
refuse to act at least 20 days prior to an annual meeting, nominations for
director may be made at the annual meeting by any stockholder entitled to
vote and shall be voted upon.
The Compensation Committee is composed of Messrs. Norm Corzine, Ken Huey,
Jr., Robert Chad Lydick, David Ottensmeyer, Al Moorhead, Cornelius Higgins, and
Charles Guthals. This committee is responsible for reviewing salary
administration. Actions taken or recommended by the committee are ratified by
the Board of Directors. During the year ending December 31, 1997, the
Compensation Committee held two meetings.
DIRECTORS' COMPENSATION
At the May 30, 1997, Annual Meeting, the shareholders of the Company
approved a Non-Employee Director Retainer Plan for the Board of Directors. The
non-employee directors receive $500 per meeting as director meeting fees, which,
under the plan, may be taken in part or in whole in common stock of the Company.
Common stock units are held under the plan for directors until they cease to
serve on the Board, or the plan is terminated, at which time they will receive
common stock in the amount of such units. Currently, all eligible directors
have elected to receive common stock of the Company as payment for all of their
director meeting fees. Mr. Corzine and Mr. Huey, as employees of the Company
and the Bank, do not receive director meeting fees or stock under the
Non-Employee Director Retainer Plan. In 1997, the aggregate shares of common
stock units held in the accounts of the eligible directors pursuant to the Non-
Employee Director Retainer Plan were 1,558, plus 21 common stock units
reflecting the 2% stock dividend of October 31, 1997. Common stock
certificate(s) for shares held in the participant's (director's) stock unit
account will be delivered to a participant within ten days from the date a
participant ceases to serve on the Board for any reason, or the plan is
terminated.
Prior to the May 30, 1997 Annual Meeting and election of new directors, the
Board of Directors of the Company consisted of seven directors. Directors of the
Company were not compensated for their service to the Company until May 1997.
However, five eligible directors of the Company were compensated, by the Bank,
for their attendance at the regular monthly Bank Board meetings. Mr. Norm
Corzine and Mr. Ken Huey, Jr., as employees of the Company and the Bank, did not
receive director meeting fees.
Pursuant to the 1997 Stock Option and Incentive Plan, which was approved at
the May 30, 1997 Annual Meeting, in which directors are eligible to participate,
Messrs. Deaton, Martin, Clark, Lydick, Moorhead, Guthals, Higgins, and
Ottensmeyer have received stock option grants totaling 9,000 shares each. The
2% stock dividend declared October 31, 1997, results in an additional 180 shares
under each of such stock option grants.
9
<PAGE>
EXECUTIVE OFFICERS
NORMAN CORZINE, 55, has been employed by the Company as Chairman and Chief
Executive Officer since October 1996. He has also served as Strategic Planning
Officer of the Bank since 1996. Currently, he serves as a director and
Executive Vice President of the Bank. From 1993 to 1995, he served as Financial
Consultant with Merrill Lynch.
KEN HUEY, JR., 53, has been employed by the Bank since October 1991 as President
and Chief Executive Officer. Mr. Huey has served as President, Chief Financial
Officer, and director of the Company since October 1996. He also serves on the
Bank's Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid by
the Company (and the Bank) to the Company's executive officers for services
rendered during the three fiscal years ending December 31, 1997.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- - -------------------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Awards
- - -------------------------------------------------------------------------------------------------------------------------------
Name and Principal Securities
Position as of Other Annual Underlying All Other
December 31, 1997 Year Salary Bonus Compensation(2) Options(4) Compensation(5)
$ $ $ # $
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NORM CORZINE(1)
Chairman and 1997 96,300 0 375 45,900 8,496
Chief Executive Officer 1996 90,938 0 928 5,100 0
- - -------------------------------------------------------------------------------------------------------------------------------
KEN HUEY, JR. 1997 98,700 0 639 45,900 1,237
President and Chief 1996 91,072 0 473 5,100 42
Financial Officer 1995 91,694 6,000(3) 1,397 17,000 17
- - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Corzine became an executive officer in 1996.
10
<PAGE>
(2) The Bank provides Mr. Corzine and Mr. Huey with automobiles for both
business and personal use, and Mr. Corzine's and Mr. Huey's allowances
for the personal use of that automobile during 1997 were $375 and
$639, respectively. A similar allowance was provided to Mr. Huey by
the Bank in 1996 and 1995. However, the aggregate amount of all
perquisites and other personal benefits, including personal use of the
automobile, is less than either $50,000 or 10% of each executive
officer's total salary and bonus as specified above.
(3) Bonus based on Bank's year-end 1995 profits and performance.
(4) Includes shares under option grants and reflects the 2% stock dividend of
October 31, 1997.
(5) Amounts shown include premiums paid on insurance policies and
contributions by the Bank to the account of each of the named
executive officers under the Bank's profit sharing/employee stock
ownership plan, which plan is open to all full-time employees.
The following table provides information regarding stock options granted to
the Company's executive officers during fiscal year 1997. No stock appreciation
rights were granted during fiscal year 1997.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
- - -------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- - -------------------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Name Underlying to Employees in Exercise or Base Price Expiration
Options Granted(1) Fiscal Year Date
# $
- - -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NORM CORZINE 25,500 28% 5.625 5/30/07
20,400 22% 8.375 10/30/07
- - -------------------------------------------------------------------------------------------------------------------------------
KEN HUEY, JR. 25,500 28% 5.625 5/30/07
20,400 22% 8.375 10/30/07
- - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This number reflects the 2% stock dividend declared on October 31, 1997.
11
<PAGE>
The following table provides information as to stock options exercised (if
any) by the Company's executive officers during fiscal year ended December 31,
1997 and the value of the options held by the executive officers on December 31,
1997.
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------
AGGREGRATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
- - ------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End Options at FY-End
# $
- - ------------------------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable(4) Unexercisable Exercisable(4) Unexercisable
# $ # # $ $
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
0 0 5,100 0 28,050(1) 0
NORM 0 0 25,500 0 137,062(2) 0
CORZINE 0 0 20,400 0 53,550(3) 0
- - ------------------------------------------------------------------------------------------------
0 0 5,100 0 28,050(1) 0
KEN 0 0 25,500 0 137,062(2) 0
HUEY, JR. 0 0 20,400 0 53,550(3) 0
- - ------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the aggregate market value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($5.50 per share) and the last trade
of $11.00 per share of the common stock as reported on the NASDAQ
System on December 31, 1997.
(2) Represents the aggregate market value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($5.625 per share) and the last trade
of $11.00 per share of the common stock as reported on the NASDAQ
System on December 31, 1997.
(3) Represents the aggregate market value (market price of the common
stock less the exercise price) of the options granted based upon the
exercise price of the options ($8.375 per share) and the last trade
of $11.00 per share of the common stock as reported on the NASDAQ
System on December 31, 1997.
(4) Numbers reflect the 2% stock dividend declared on October 31, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Effective December 1, 1997, Mr. Kenneth J. Huey, Jr's. employment agreement
with the Bank was extended for a two-year period to allow him to continue as
President and Chief Executive Officer of the Bank.
Mr. Norm Corzine also entered into a two-year extension of his employment
agreement as Executive Vice President and Strategic Planning Officer with the
Bank through December 1, 1999.
12
<PAGE>
The Bank may terminate either agreement at any time with or without
cause. In the event the officer is terminated without cause, the agreement
provides that the terminated officer will receive compensation equal to said
officer's salary and employee benefits for the remainder of the term of the
agreement. The total compensation upon departure, for any reason, will not
exceed three times the officer's average annual compensation, based on the
five most recent taxable years. However, in the case of termination for
cause, the Bank will only pay accrued salary and other vested benefits due
said officer as of the date of termination.
TRANSACTIONS WITH THE COMPANY AND THE BANK
Certain of the Company's executive officers, directors, nominees for
director, or 5% stockholders and their respective immediate family members
had transactions in excess of $60,000 originated during the last two years
with the Company or the Bank. Director Allan Moorhead obtained a home
mortgage loan in the amount of $120,000. Director Carl Deaton obtained a
home mortgage loan for $75,000 and business loans totaling $30,150 for a
total of $105,150. Director Carl Deaton's son, David Deaton, obtained a home
mortgage loan for $87,000, and business loans totaling $155,104, and he had a
mortgage loan, since 1987, for $30,000 on an investment property. Mr. David
Deaton's current balances total $260,201. Director Tom Martin obtained an
equity line of credit for $25,000 and a business loan of $35,644 for a total
of $60,644. Director Martin's daughter, Kacie Martin, obtained a share loan
on a deposit account in the amount of $6,000. Director David Ottensmeyer
obtained a construction/permanent loan for a new home in the amount of
approximately $531,000 with a currently funded balance of $88,567. Director
Cornelius Higgins obtained a home mortgage loan for $405,000. Director
Charles Guthals' company obtained loans on business assets totaling $65,700
with remaining balances of $59,773. Director Guthals obtained an auto loan
for $10,050, which has been repaid.
The Bank has loans outstanding to certain of the executive officers,
directors, nominees for director and 5% stockholders which were originated
more than two years ago, all of which have terms in accordance with
applicable regulations and the Bank's normal lending policies and none of
which are in default.
All loans made by the Bank to directors, officers, employees, and
related parties of the Bank and its affiliates are made in accordance with
Regulation "0" promulgated by the Federal Reserve Board and the Bank's normal
lending policies.
In addition to the foregoing, the Bank services certain loans involving
various of its executive officers, directors, nominees for director, and 5%
stockholders, and their respective immediate family members, for which the
Bank receives a servicing fee. However, the Bank is not a party to such
loans, but is merely the servicing agent for the holder of the loans.
13
<PAGE>
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has heretofore hired Robinson Burdette Martin &
Cowan, L.L.P., Independent Public Accountants, to be its external auditors
for the 1998 fiscal year, subject to ratification by the Company's
stockholders. A representative of Robinson Burdette Martin & Cowan, L.L.P.
is expected to be present at the Annual Meeting and will have the opportunity
to make a statement if he desires to do so. He will be available to respond
to appropriate questions.
During the 1997 fiscal year, Robinson Burdette Martin & Cowan, L.L.P.
provided services to the Company and the Bank in connection with its annual
external audit function, which included an examination of the consolidated
financial statements, assistance in preparation of reports filed on behalf of
the Company and the Bank with the Office of Thrift Supervision and the
Securities and Exchange Commission (the "SEC") and meeting with the Company's
Audit Committee relative to the audit.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF
THE APPOINTMENT OF ROBINSON BURDETTE MARTIN & COWAN, L.L.P., AS EXTERNAL
AUDITORS.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof as determined by a majority of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the registrant's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
equity securities of the registrant. Officers, directors, and greater than 10%
shareholders are required to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company with respect to the fiscal year ended
December 31, 1997, all Section 16(a) requirements applicable to officers,
directors, and greater than 10% shareholders were complied with.
14
<PAGE>
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, directors, officers, and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.
The Company's 1997 Annual Report is being mailed with this Proxy Statement
to all stockholders of record as of the close of business on April 3, 1998. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Company. Such Annual Report is not to be treated as a part of
the proxy solicitation material nor as having been incorporated herein by
reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to
take action at such meeting must be received at the Company's Main Office at
801 Pile Street, P.O. Box 1569, Clovis, New Mexico, 88101 no later than
December 10, 1998. Any such proposals shall be subject to the requirements
of the proxy rules adopted under the Securities Exchange Act of 1934, as
amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kathy Allenberg
Kathy Allenberg
Corporate Secretary
Clovis, New Mexico
April 9, 1998
FORM 10-KSB
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997
(THE "1997 10-KSB"), AS FILED WITH THE SEC, IS INCLUDED AS PART OF THE 1997
ANNUAL REPORT AND ACCOMPANIES THE INITIAL MAILING OF THIS PROXY STATEMENT TO
STOCKHOLDERS. IN ADDITION, A COPY OF THE 1997 10-KSB WILL BE FURNISHED WITHOUT
CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO KATHY
ALLENBERG, CORPORATE SECRETARY, ACCESS ANYTIME BANCORP, INC., P.O. BOX 1569, 801
PILE STREET, CLOVIS, NEW MEXICO 88101.
15
<PAGE>
REVOCABLE PROXY
ACCESS ANYTIME BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I THE UNDERSIGNED DOES hereby constitute and appoint Norman R. Corzine and
N Kenneth J. Huey, Jr., and each of them, true and lawful attorney-in-fact
S and proxy for the undersigned, with full power of substitution to
T represent and vote the Common Stock of the undersigned at the Annual
R Meeting of Shareholders of ACCESS ANYTIME BANCORP, INC. to be held at
U the Clovis Community College's Town Hall, 417 Schepps Boulevard, Clovis,
C New Mexico, on Friday, May 22, 1998, at 9:00 a.m., local time, and at
T any adjournments thereof on all matters coming before said meeting.
I
O This proxy, when properly executed, will be voted in the manner directed
N herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS
S PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC,. GIVE FULL
TITLE. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN. IF STOCK IS
OWNED BY A CORPORATION, PLEASE SIGN FULL CORPORATE NAME BY DULY
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME
BY AUTHORIZED PERSON.
A vote FOR the following proposals is recommended by the Board of
Directors.
1. ELECTION OF DIRECTORS:
(CARL DEATON, KEN HUEY, JR., AND THOMAS W. MARTIN, III)
MARK ONE: FOR all nominees listed above.
------
FOR all nominees listed above except
------
.
-------------------------------
WITHHOLD AUTHORITY to vote
------ for all nominees listed above.
2. SELECTION OF ROBINSON BURDETTE MARTIN & COWAN, L.L.P.
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT YEAR.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THIS
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
----------------------------
Signature
----------------------------
Signature
Dated: , 1998
---------------
- - --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE
- - --------------------------------------------------------------------------------
