<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 20, 1999
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 Thursday, May 20, 1999, 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 four 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, 1999.
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 2, 1999 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
Kathy Allenberg,
Corporate Secretary
Clovis, New Mexico
April 9, 1999
- ------------------------------------------------------------------------------
YOUR VOTE IS 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 20, 1999
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 Thursday, May 20, 1999 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, 1999.
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 2, 1999, are
entitled to one vote for each share then held. As of April 2, 1999, the
Company had 1,235,579 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 of the shares represented at
the meeting in person or by proxy and entitled to vote in an election of
1
<PAGE>
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
1999 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.
Under Securities and Exchange Commission rules, a proxy may confer
discretionary authority to vote on a matter if the Company did not have
notice of the matter at least 45 days before the date on which the Company
first mailed its proxy statement for the prior year's annual meeting of
stockholders (in this case, such date would be February 25, 1999), and a
specific statement is made to that effect in the proxy statement.
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 2, 1999. 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
2, 1999. 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>
Group filing by:
Jeffrey L. Gendell 121,400(3) 9.8%
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
Norman R. Corzine 92,313(6)(7)(8) 7.2%
P.O. Box 16005
Albuquerque, NM 8791
Ken Huey, Jr. 76,240(6)(7) 6.0%
P.O. Box 1572
Clovis, NM 88102
Robert Chad Lydick 71,177(4)(5)(7) 5.7%
P.O. Box 1386
Clovis, NM 88102
Drs. Moss, Boese & Abshere 70,889(2) 5.7%
P.O. Box 1508
Clovis, NM 88102
All Executive Officers 406,047(2)(5)(7) 29.13%
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 13-D/A filing, dated January 28, 1999, made with the
Securities and Exchange Commission by such group. Such Schedule 13-D/A
filing indicates shared voting and dispositive powers for 73,400 shares by
Tontine Financial Partners, L.P., shared voting and dispositive powers for
73,400 shares by Tontine Management, L.L.C., shared voting and dispositive
powers for 48,000 shares by Tontine Overseas Associates, L.L.C., and
shared voting and dispositive powers for 121,400 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 includes 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 3,337 shares held for Mr. Corzine and 695 shares held for Mr. Huey
in their respective accounts pursuant to the Bank's profit sharing/employee
stock ownership [401(k)] 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.
(8) Does not include shares held in a Rabbi Trust established in connection
with the Bank's executive savings plan, which is a deferred compensation
plan.
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 four director positions available to vote on. The Nominating
Committee of the Board of Directors has nominated four incumbent directors,
Mr. James A. Clark, Mr. Norman R. Corzine, Mr. Robert Chad Lydick, and Mr.
Allan M. Moorhead to stand for re-election to fill the four available
positions with terms expiring in 2002.
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 four 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 will 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 of the Company or the Bank and the number of shares of the Company's
common stock beneficially owned as of April 2, 1999. Ownership is direct
unless otherwise specified.
UP FOR ELECTION
<TABLE>
<CAPTION>
YEAR AMOUNT
FIRST AND PER
ELECTED TERM NATURE OF CENT
PRINCIPAL OR TO BENEFICIAL OF
NAME AGE OCCUPATION APPOINTED EXPIRE OWNERSHIP CLASS
(1) (2) DIRECTOR (4) (3)(9)(12)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James A. 68 Investments; Retired 1997 2002 19,380 1.6%
Clark President & CEO, First
Interstate Bank of
Albuquerque, NM, 1985-
1991; Director, Bowlins
Outdoor Advertising and
Travel Centers, Inc.;
Chairman, New Mexico Bank
& Trust, Albuquerque, NM.
Norman R. 56 Chairman and Chief 1996 2002 92,313 (11)(14) 7.2%
Corzine Executive Officer of the
Company since 1996;
Director and Executive
Vice President of
FIRSTBANK since 1996;
Financial consultant with
Merrill Lynch, 1993-1995;
Director, Applied
Research Associates,
Inc., Albuquerque, NM;
Director, Lovelace
Scientific Research,
Inc., Albuquerque, NM.
Robert Chad 49 President of Lydick 1987 2002 71,177 (7) 5.7%
Lydick Engineers and Surveyors,
Inc., Clovis, NM;
Chairman of FIRSTBANK
since 1993.
Allan M. 58 President & CEO, 1997 2002 20,950 (6) 1.7%
Moorhead Mechanical
Representatives, Inc.,
Albuquerque, NM, a
manufacturing
representative of
heating, ventilation and
air conditioning
equipment since 1972.
</TABLE>
5
<PAGE>
CONTINUING IN OFFICE
<TABLE>
<CAPTION>
YEAR AMOUNT
FIRST AND PER
ELECTED OR TERM NATURE OF CENT
PRINCIPAL APPOINTED TO BENEFICIAL OF
NAME AGE OCCUPATION DIRECTOR EXPIRE OWNERSHIP CLASS
(1) (2) (3)(9)(12)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl Deaton 74 Retired manager and 1979 2001 37,586 (5) 3.0%
majority stockholder of
C.B.S. Auto Recyclers
and former owner of
Clovis Body Shop, Inc.,
located in Clovis, NM;
Vice Chairman of
FIRSTBANK .
Charles 62 President and majority 1985 2000 18,823 (13) 1.5%
Guthals stockholder of Guthals
Co., Inc., a Clovis, NM
nursery and landscaping
company; Director of
FIRSTBANK.
Cornelius 58 Director, President & 1997 2000 19,380 1.6%
Higgins, CEO, Applied Research
Ph.D. Associates, Inc.,
Albuquerque, NM, a
national engineering
firm, since 1979.
Ken Huey, Jr. 54 President of the Company 1991 2001 76,240 (11) 6.0%
since 1996; President,
Chief Executive Officer,
and Director of
FIRSTBANK since October
1991.
Thomas W. 51 President of Tucumcari 1994 2001 20,618 (8) 1.7%
Martin, III Springwater & Seed Co.,
Inc., since 1969 - DBA
Taco Box of Clovis and
Portales, NM; Director
of FIRSTBANK.
David 69 Healthcare Consultant, 1997 2000 29,580 (10) 2.4%
Ottensmeyer from January 1996;
M.D. President & CEO, The
Lovelace Institutes,
Albuquerque, NM, a non-
profit medical research
institute, July 1991 to
December 1995; Director,
Exogen.
</TABLE>
(1) As of December 31, 1998.
(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
6
<PAGE>
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 23,667 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 4,739 shares owned by
his brother, sister, first son and daughter-in-law, daughter,
granddaughter and son-in-law and daughter and granddaughter.
(6) Mr. Moorhead has 9,178 shares held in the Moorhead Family Trust and
2,592 shares held by Mechanical Representatives, Inc., which is
controlled by Mr. Moorhead.
(7) Includes 4,323 shares held in Mr. Lydick's and/or his spouse's name
and 2,248 shares held in his daughters' names, with shared voting and
dispositive powers over all of these shares with his spouse. Also
includes 44,880 shares owned by Mr. Lydick's father and 12,546 shares
owned by Lydick Engineers & Surveyors, Inc., over which Mr. Lydick has
shared voting and dispositive powers with his spouse and/or his
father.
(8) Includes 6,358 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 45,900 shares and 45,900 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, Moorhead,
Guthals, and Ottensmeyer include 9,180 shares each under option grants
and reflect the 2% stock dividend of October 31, 1997. The number of
shares shown for Mr. Lydick and Mr. Higgins include 7,180 and 4,080
shares respectively, held under option grants and reflects 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 3,337 shares held for Mr. Corzine and 695
shares held for Mr. Huey in their respective accounts pursuant to the
Bank's profit sharing/employee stock ownership [401(k)] 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.
(13) Includes 25 shares owned by Mr. Guthals' daughter, over which Mr. Guthals
has shared voting and dispositive powers with his spouse.
(14) Does not include shares held in a Rabbi Trust established in
connection with the Bank's executive savings plan, which is a deferred
compensation 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, 1998,
the Board of Directors held four scheduled meetings and one special called
Board meeting. 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. James A. Clark.
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
7
<PAGE>
Directors when the Board is not in session. During the year ending December
31, 1998, the Executive Committee of the Company held two meetings.
The Audit Committee, presently composed of Messrs. Charles Guthals, Carl
Deaton, Tom Martin, Jim Clark, and Neil 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, 1998, 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, 1998. 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 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, Neil 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, 1998, 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. As of March 31,
1999, the aggregate shares of common stock units held in the accounts of the
eligible directors pursuant to the Non-Employee Director Retainer Plan were
3,911 common stock units including 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.
8
<PAGE>
EXECUTIVE OFFICERS
NORMAN CORZINE, 56, 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., 54, has been employed by the Bank since October 1991 as
President and Chief Executive Officer. Mr. Huey has served as President 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 (3) fiscal years ending December 31, 1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
SUMMARY COMPENSATION
- ----------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Awards
- ----------------------------------------------------------------------------------------------
Name and Principal Securities
Position as of Other Annual Underlying All Other
December 31, 1998 Year Salary Bonus Compensation Options(3) Compensation(4)
$ $ (2)$ # $
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NORM CORZINE(1) 1998 126,300(5) 0 371 0 8,733
Chairman and 1997 96,300 0 375 45,900 8,496
Chief Executive 1996 90,938 0 928 5,100 0
Officer
- ----------------------------------------------------------------------------------------------
KEN HUEY, JR.(1) 1998 128,700(5) 0 603 0 902
President and Chief 1997 98,700 0 639 45,900 1,237
Financial Officer 1996 91,072 0 473 5,100 42
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) In 1998, Mr. Corzine and Mr. Huey were compensated by the Company at a
monthly rate of $3,000. The remainder of their compensation shown was
pursuant to their Employment Contracts with the Bank, which are
discussed elsewhere in this Proxy Statement.
(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 1998 were $371 and
$603, respectively. A similar allowance was provided to Mr. Corzine
and Mr. Huey by the Bank in 1997 and 1996. 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) Includes shares under option grants and the stock dividend of October 31,
1997.
9
<PAGE>
(4) 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, and contributions to the account of
Mr. Corzine under the executive savings plan.
(5) These amounts include amounts deferred at the election of the named
executive officer under the Bank's profit sharing/employee stock
ownership [401(k)] plan (in the case of Mr. Corzine and Mr. Huey) and
the executive savings plan (in the case of Mr. Corzine).
There were no stock options granted to the Company's executive officers
during fiscal year 1998. No Stock Appreciation Rights ("SARs") were granted
during fiscal year 1998.
The following table provides information as to stock options exercised (as
of exercise date) by the Company's executive officers during fiscal year ended
December 31, 1998 and the value of the options held by the executive officers on
December 31, 1998.
<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(4) Realized(4) Exercisable(4) Unexercisable Exercisable(4) Unexercisable
# $ # # $ $
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
5,100 22,950(1) 0 0 0 0
NORM 0 0 25,500 0 41,437(3) 0
CORZINE 0 0 20,400 0 0 0
- ------------------------------------------------------------------------------------------------------
5,100 8,925(2) 0 0 0 0
KEN 0 0 25,500 0 41,437(3) 0
HUEY, JR. 0 0 20,400 0 0 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
$10.00 per share of the common stock as reported on the NASDAQ System
on August 3, 1998, the date the options were exercised.
(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 ($5.50 per share) and the last trade of
$7.25 per share of the common stock as reported on the NASDAQ System
on December 24, 1998, the date the options were exercised.
(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 ($5.625 per share) and the last trade of
$7.25 per share of the common stock as reported on the NASDAQ System
on December 31,1998.
(4) Numbers reflect the 2% stock dividend declared on October 31, 1997.
10
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Effective December 1, 1997, Kenneth J. Huey, Jr's. employment agreement
was extended for a two-year period to allow him to continue as President and
Chief Executive Officer of the Bank and President and Chief Financial Officer
of the Company. The Bank and the Company may terminate the 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 and the Company will only pay
accrued salary and other vested benefits due said officer as of the date of
termination.
Norm Corzine also entered into a two-year extension of his employment
agreement as Executive Vice President and Strategic Planning Officer with the
Bank and Chairman and Chief Executive Officer of the Company through December
1999. The terms of such agreement are similar to those described above for
the agreement with Mr. Huey.
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 Moorhead's son, Jason
Moorhead, obtained a home mortgage loan in the amount of $188,000. Director
Carl Deaton obtained a home mortgage loan for $75,000 and business loans
totaling $30,150 for a total of $105,150. Director Deaton's current balances
total approximately $70,381. Director Carl Deaton's son, David Deaton,
obtained a home mortgage loan for $87,000, and business loans totaling
$152,104, and he had a mortgage loan, since 1987, for $30,000 on an
investment property. Mr. David Deaton's current balances total approximately
$243,550. Director Tom Martin obtained an equity line of credit for $25,000,
a home mortgage loan of $150,000, and a business loan of $35,644 for a total
of $210,644. Currently, director Martin only has a home mortgage loan with a
balance of approximately $146,500. Director David Ottensmeyer obtained a
construction loan for a new home in the amount of approximately $531,000.
Director Cornelius Higgins obtained a home mortgage loan for $405,000. 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 subsidiaries are made in accordance with
Regulation "0" promulgated by the Federal Reserve Board and the Bank's normal
lending policies.
11
<PAGE>
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 may receive a servicing fee. However, the Bank may not be a party to
such loans, but is merely the servicing agent for the holder of the loans.
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 1999 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, will have the opportunity to
make a statement if he desires to do so, and will be available to respond to
appropriate questions.
During the 1998 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, 1998, all Section 16(a) requirements applicable to officers,
directors, and greater than 10% shareholders were complied with, except that
one transaction in 1997 by Thomas W. Martin, III was reported late on an
amended Form 4 in 1999.
12
<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.
All stockholders of record as of the close of business on April 2, 1999
are being mailed the Company's Annual Report along with this proxy statement.
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, 1999. Any such proposals shall be subject to the requirements
of the proxy rules adopted under the Securities Exchange Act of 1934, as
amended. A shareholder proposal submitted outside the processes of such
rules will be considered untimely if notice is received by the Company after
February 25, 2000, and the proxy for such meeting may confer discretionary
authority to vote on a matter for which notice is not received in a timely
manner.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kathy Allenberg
Kathy Allenberg
Corporate Secretary
Clovis, New Mexico
April 9, 1999
FORM 10-KSB
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998 (THE "1998 10-KSB"), AS FILED WITH THE SEC, IS INCLUDED AS PART OF THE
1998 ANNUAL REPORT TO STOCKHOLDERS AND ACCOMPANIES THE INITIAL MAILING OF
THIS PROXY STATEMENT TO THE STOCKHOLDERS. IN ADDITION, A COPY OF THE 1998
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.
13
<PAGE>
REVOCABLE PROXY
ACCESS ANYTIME BANCORP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
I The undersigned does hereby constitute and appoint Norman R. Corzine and Kenneth J. Huey, Jr., and each of
N them, true and lawful attorney-in-fact and proxy for the undersigned, with full power of substitution to
S represent and vote the Common Stock of the undersigned at the Annual Meeting of Shareholders of ACCESS
T ANYTIME BANCORP, INC. to be held at the Clovis Community College's Town Hall, 417 Schepps Boulevard,
R Clovis, New Mexico, on Thursday, May 20, 1999, at 9:00 a.m., local time and at any adjournments thereof on
U all matters coming before said meeting.
C
T This proxy, when properly executed, will be voted in the manner directed herein by the undersigned
I shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
O
N PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
S 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:
(MR. JAMES A. CLARK, MR. NORMAN R. CORZINE, MR. ROBERT CHAD LYDICK,
AND MR. ALLAN M. MOORHEAD)
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: ________________, 1999
- --------------------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE
- --------------------------------------------------------------------------------------------
</TABLE>
