<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-12
--------------------------------------------------------------------------------
(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>
PROXY STATEMENT
FOR
ACCESS ANYTIME BANCORP, INC.
801 PILE STREET
CLOVIS, NEW MEXICO 88101
(505) 762-4417
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 2000
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 FIRSTBANK, 5210 Eubank N.E., Albuquerque, New
Mexico, on Friday, April 28, 2000 at 8:00 a.m., local time. The accompanying
Notice of Annual Meeting and this Proxy Statement are being first mailed to
stockholders on or about March 24, 2000.
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 March 22,
2000, are entitled to one vote for each share then held. As of March 22,
2000, the Company had 1,244,016 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 directors. Cumulative voting is permitted in the election of
1
<PAGE>
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
2000 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, 2000), 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 March 22, 2000. 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 March
22, 2000. 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 99,147(6)(7)(8) 7.7%
P.O. Box 16005
Albuquerque, NM 8791
Ken Huey, Jr. 82,781(6)(7) 6.4%
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 416,716(2)(5)(7) 29.73%
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) Based on Schedule 13G filing, dated February 17, 2000, made with the
Securities and Exchange Commission by such group. Such Schedule 13G
filing indicates shared voting and dispositive powers for
3
<PAGE>
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 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 3,337 shares held for Mr. Corzine and 1,236 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 on some of the shares.
(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 three director positions available to vote on. The Nominating
Committee of the Board of Directors has nominated three incumbent directors,
Mr. Charles Guthals, Cornelius Higgins, Ph.D. and David Ottensmeyer, M.D. to
stand for re-election to fill the three available positions with terms
expiring in 2003. The Board will waive the Company's age 70 requirement for
Dr. Ottensmeyer who will reach age 70 during the proposed term.
The Nominating Committee appointed Mr. Richard H. Harding to serve
the remainder of the unexpired term of Mr. James A. Clark whose term was to
expire in 2002. Mr. Clark resigned in July of 1999 and Mr. Harding was
appointed by the Board as his replacement on January 24, 2000.
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
4
<PAGE>
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.
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 March 22, 2000. Ownership is direct
unless otherwise specified.
<TABLE>
<CAPTION>
UP FOR ELECTION
YEAR AMOUNT
FIRST AND PER
ELECTED NATURE OF CENT
PRINCIPAL OR TERM TO BENEFICIAL OF
NAME AGE OCCUPATION APPOINTED EXPIRE OWNERSHIP CLASS
(1) (2) DIRECTOR (4) (3)(9)(12)
------------------ ------- ----------------------------------- --------------- ------------- ------------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Charles Guthals 63 President and majority 1985 2003 18,823 (13) 1.5%
stockholder of Guthals Co., Inc.,
a Clovis, NM nursery and
landscaping company; Director of
FIRSTBANK.
Cornelius 59 Director, President & CEO, 1997 2003 20,880 1.7%
Higgins, Ph.D. Applied Research Associates,
Inc., Albuquerque, NM, a national
engineering firm, since 1979.
David 69 Healthcare Consultant, from 1997 2003 29,580 (10) 2.4%
Ottensmeyer, M.D. January 1996; President & CEO,
The Lovelace Institutes, Albuquerque,
NM, a non-profit medical research
institute, July 1991 to December 1995;
Director, Exogen; Director of FIRSTBANK
since January 2000.
</TABLE>
5
<PAGE>
CONTINUING IN OFFICE
<TABLE>
<CAPTION>
YEAR AMOUNT
FIRST AND PER
ELECTED NATURE OF CENT
PRINCIPAL OR TERM TO BENEFICIAL OF
NAME AGE OCCUPATION APPOINTED EXPIRE OWNERSHIP CLASS
(1) (2) DIRECTOR (4) (3)(9)(12)
------------------ ------- ----------------------------------- --------------- ------------- ------------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Norman R. Corzine 57 Chairman and Chief Executive 1996 2002 99,147 (11)(14) 7.7%
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.
Carl Deaton 75 Retired manager and majority 1979 2001 26,060 (5) 2.1%
stockholder of C.B.S. Auto
Recyclers and former owner of
Clovis Body Shop, Inc., located
in Clovis, NM; Vice Chairman of
FIRSTBANK.
Richard H. 55 Partner in Santa Fe Equity 2000 2002 24,000 1.9%
Harding Partners, LLC since 1998; Senior
Vice-President of Silicon Valley
Bank, Santa Clara, CA 1996-1999;
Executive Vice President of
Silicon Valley Bank, Santa Clara,
CA 1993-1996.
Ken Huey, Jr. 55 President of the Company since 1991 2001 82,781 (11) 6.4%
1996; President, Chief Executive
Officer, and Director of
FIRSTBANK since October 1991.
Robert Chad 50 President of Lydick Engineers and 1987 2002 71,177 (7) 5.7%
Lydick Surveyors, Inc., Clovis, NM;
Chairman of FIRSTBANK since 1993.
6
<PAGE>
Thomas W. 52 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.
CONTINUING IN OFFICE
Allan M. Moorhead 59 President & CEO, Mechanical 1997 2002 23,650 (6) 1.9%
Representatives, Inc.,
Albuquerque, NM, a manufacturing
representative of heating,
ventilation and air conditioning
equipment since 1972.
</TABLE>
(1) As of December 31, 1999.
(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 13,131 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 3,749 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 11,878 shares held in the Moorhead Family Trust and
2,592 shares held by Mechanical Representatives, Inc., which is
controlled by Mr. Moorhead.
(7) Includes 5,823 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 51,900 shares and 51,900 shares,
respectively, granted pursuant to option grants and reflect the 2%
stock dividend (900 shares each) of October 31, 1997. The numbers of
shares shown for Messrs. Deaton, Martin, 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. Higgins includes 4,080 shares held under option grants and
reflects the 2% stock dividend of October 31, 1997. The number of
shares shown for Mr. Lydick includes 5,680 shares held under option
grants and reflects the 2% stock dividend of October 31, 1997. The
number of shares shown for Mr Harding includes 4,000 shares held under
an option grant.
(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 1,236
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 on some of
the shares.
(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.
7
<PAGE>
(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, 1999,
the Board of Directors held four scheduled meetings and one special called
Board meeting. All current 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.
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, 1999, the Executive Committee of
the Company held two meetings.
The Audit Committee, presently composed of Messrs. Charles Guthals,
Carl Deaton, Tom Martin, Dick Harding, 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, 1999, 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, 1999. 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, 1999, 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.
During 1999, the non-employee directors received $500 per meeting as director
meeting fees, which, under the
8
<PAGE>
plan may be taken in part or in whole in common stock of the Company.
Beginning with the January 2000 directors meeting the fee increased to $650
per meeting. 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 22, 2000,
the aggregate shares of common stock units held in the accounts of the
eligible directors pursuant to the Non-Employee Director Retainer Plan were
5,990 common stock units including the 2% stock dividend of October 31, 1997
on some of the units. 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 anyreason, or the plan is terminated.
EXECUTIVE OFFICERS
NORMAN CORZINE, 57, 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 and serves on the Bank's Board of
Directors. 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., 55, has been employed by the Bank since October 1991 as
Presidentand Chief Executive Officer. Mr. Huey has served as President of the
Companysince 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, 1999.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION
-----------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Awards
--------------------------------------------------------------------------- ----------------- -------------------
Name and Principal Other Annual Securities All Other
Position as of Salary Bonus Compensation Underlying Compensation
December 31, 1999 Year (1) (2)(6) (3) Options (5)
$ $ $ # $
------------------------ ------ -------------- -------- ------------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
NORM CORZINE 1999 127,667(6) 41,850 921 6,000 24,608
Chairman and 1998 126,300(6) 0 371 0 8,733
Chief Executive 1997 96,300 0 375 45,900(4) 8,496
Officer
------------------------ ------ -------------- -------- ------------------- ----------------- -------------------
9
<PAGE>
------------------------ ------ -------------- -------- ------------------- ----------------- -------------------
KEN HUEY, JR. 1999 128,400(6) 41,850 985 6,000 2,767
President and Chief 1998 128,700(6) 0 603 0 902
Financial Officer 1997 98,700 0 639 45,900(4) 1,237
------------------------ ------ -------------- -------- ------------------- ----------------- -------------------
</TABLE>
(1) In 1999, Mr. Corzine and Mr. Huey were compensated by the Company in
the amount of $37,667 and $36,000, respectively. For 1998, they were
compensated by the Company at a monthly rate of $3,000 each. The
remainder of their compensation shown was pursuant to their Employment
Contracts with the Bank, which are discussed elsewhere in this Proxy
Statement.
(2) Amounts shown include compensation paid under the Bank's Management
Incentive Plan, as well as a $300 Christmas bonus for each named
officer.
(3) 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 1999 were $921 and
$985, respectively. A similar allowance was provided to Mr. Corzine
and Mr. Huey by the Bank in 1998 and 1997. 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.
(4) These option grants reflect the 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, and
contributions to the account of named executive officers under the
executive savings plan.
(6) 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 and the executive savings plan.
The following tables provide information as to stock options granted
and/or exercised (as of exercise date) by the Company's executive officers
during fiscal year ended December 31, 1999 and the value of the options held
by the executive officers on December 31, 1999. No Stock Appreciation Rights
("SARs") were granted during fiscal year 1999.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------------------------------
Number of % of Total Exercise
Name Securities Options Granted or Expiration
Underlying to Employees in Base Price Date
Options Granted Fiscal Year
# $
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
NORM CORZINE 6,000 50% 7.75 7/29/2009
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
KEN HUEY, JR. 6,000 50% 7.75 7/29/2009
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
10
<PAGE>
<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 Unexercisable Exercisable Unexercisable
# $ # # $ $
----------------- -------------- ----------------- ----------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
NORM 0 0 6,000 0 1,128(1) 0
CORZINE 0 0 20,400(3) 0 0 0
0 0 25,500(3) 0 58,981(2)(3) 0
----------------- -------------- ----------------- ----------------- ---------------- -------------- --- ----------------
KEN 0 0 6,000 0 1,128(1) 0
HUEY, JR. 0 0 20,400(3) 0 0 0
0 0 25,500(3) 0 58,981(2)(3) 0
----------------- -------------- ----------------- ----------------- ---------------- -------------- --- ----------------
</TABLE>
(1) Represents the aggregate market value (market price of the commonstock
less the exercise price) of the options granted based upon the
exercise price of the options ($7.75 per share with a grant date of
July 29, 1999) and the last trade of $7.938 per share of the common
stock as reported on the NASDAQ System on December 31, 1999.
(2) Represents the aggregate market value (market price of thecommon stock
less the exercise price) of the options granted based upon the
exercise price of the options ($5.625 per share with a grant date of
May 30, 1997) and the last trade of $7.938 per share of the common
stock as reported on the NASDAQ System on December 31, 1999.
(3) Numbers reflect the 2% stock dividend declared on October 31, 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Effective July 29, 1999, Kenneth J. Huey, Jr's. employment agreement
was extended until August 1, 2002 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.
11
<PAGE>
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.
Also, effective July 29, 1999, Norm Corzine's employment agreement
was extended to allow him to continue as Executive Vice President and
Strategic Planning Officer of the Bank and Chairman and Chief Executive
Officer of the Company through August 1, 2002. 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 for $120,000, which has a current balance of approximately
$38,600. Director Allan Moorhead's son, Jason Moorhead, obtained a home
mortgage loan in the amount of $188,000, which is paid in full. In the last
two years, Director Carl Deaton obtained a home mortgage loan for $65,000 and
business loans totaling $17,517 for a total of $82,517. Director Deaton's
current loan balances, which inculde previous debt to the Bank, total
approximately $148,400. Also in the last two years, Director Carl Deaton's
son, David Deaton, obtained an auto loan for $25,000, and business loans
totaling $155,215. This brings Mr. David Deaton's total indebtedness to the
Bank to approximately $269,351. Director Tom Martin obtained a home mortgage
loan of $150,000, which has a balance of approximately $137,000. Director
David Ottensmeyer obtained a construction loan for a new home in the amount
of approximately $531,000, which is now paid in full. Director Cornelius
Higgins obtained a home mortgage loan for $405,000 and the balance is
approximately $373,900. 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.
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 2000 fiscal year, subject to ratification by the Company's
stockholders. A representative of Robinson Burdette Martin &
12
<PAGE>
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 1999 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, 1999, all Section 16(a) requirements applicable to officers,
directors, and greater than 10% shareholders were complied with.
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 March 22,
2000 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.
13
<PAGE>
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 November 25, 2000. 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 7, 2001, 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
March 24, 2000
FORM 10-KSB
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999
(THE "1999 10-KSB"), AS FILED WITH THE SEC, IS INCLUDED AS PART OF THE 1999
ANNUAL REPORT TO STOCKHOLDERS AND
14
<PAGE>
ACCOMPANIES THE INITIAL MAILING OF THIS PROXY STATEMENT TO THE STOCKHOLDERS.
IN ADDITION, A COPY OF THE 1999 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
The undersigned does hereby constitute and appoint Norman R. Corzine and
Kenneth J. Huey, Jr., and each of them, true and lawful attorney-in-fact
and proxy for the undersigned, with full power of substitution to represent
and vote the Common Stock of the undersigned at the Annual Meeting of
I Shareholders of ACCESS ANYTIME BANCORP, INC. to be held at FIRSTBANK, 5210
N Eubank N.E., Albuquerque, New Mexico, on Friday, April 28, 2000, at 8:00
S a.m., local time and at any adjournments thereof on all matters coming
T before said meeting.
R
U This proxy, when properly executed, will be voted in the manner directed
C herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY
T WILL BE VOTED FOR PROPOSALS 1 AND 2.
I
O PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING AS
N ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC., GIVE FULL
S 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. CHARLES GUTHALS, CORNELIUS HIGGINS,
PH.D. AND DAVID OTTENSMEYER, M.D.)
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:________________________, 2000
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY,
USING THE ENCLOSED ENVELOPE
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