<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
IFB Holdings, Inc.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
October 18, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of IFB Holdings, Inc.
(the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders. The meeting will be held at 2:00 p.m., Chillicothe, Missouri time
on November 16, 1999 at the Company's main office, located at 522 Washington
Street, Chillicothe, Missouri 64601.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the Annual Meeting we will also report
on the operations of the Company during fiscal 1999.
An important aspect of the Annual Meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a
stockholder to vote and participate in this process. Stockholders are being
asked to consider and vote upon the proposal to elect two directors of the
Company. The Board of Directors unanimously recommends that you vote for this
proposal.
I encourage you to attend the Annual Meeting in person. Whether or not you
attend the Annual Meeting, I hope that you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy card and return it
in the postage prepaid envelope provided. Returning a properly executed and
dated proxy card will save the Company additional expense in soliciting proxies
and will ensure that your shares are represented. Please note that you may vote
in person at the Annual Meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Larry R. Johnson
Senior Vice President
<PAGE>
IFB HOLDINGS, INC.
522 Washington Street
Chillicothe, Missouri 64601
(660) 646-3733
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on November 16, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of IFB Holdings, Inc. will be held at the Company's main office,
located at 522 Washington Street, Chillicothe, Missouri at 2:00 p.m.,
Chillicothe, Missouri time, on November 16, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company for three year terms;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. As of the date of this notice, the Board of Directors is
not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on October 6, 1999
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
_________________________________
Larry R. Johnson
Secretary
Chillicothe, Missouri
October 18, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENDURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
IFB Holdings, Inc.
522 Washington Street
Chillicothe, Missouri 64601
(660) 646-3733
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 16, 1999
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of IFB Holdings, Inc. (the "Company"), the
parent company of Investors Federal Bank, National Association (the "Bank"), of
proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the Company's main office, located at 522
Washington Street, Chillicothe, Missouri on November 16, 1999, at 2:00 p.m.,
Chillicothe, Missouri time, and all adjournments of the Meeting. The
accompanying Notice of Annual Meeting and this Proxy Statement are first being
mailed to stockholders on or about October 18, 1999.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the proposal to elect two directors of the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominees set
forth in this Proxy Statement. The Company does not know of any matters, other
than as described in the Notice of Annual Meeting and this Proxy Statement, that
are to come before the Meeting. If any other matters are properly presented at
the Meeting for action, the persons named in the enclosed form of proxy and
acting thereunder will have the discretion to vote on such matters in accordance
with their best judgment.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the nominees
proposed by the Board, or to WITHHOLD AUTHORITY to vote for one or more of the
nominees being proposed. One-third of the shares of the Common Stock entitled
to vote at the Meeting, present in person or represented by proxy, shall
constitute a quorum for purposes of the Meeting. Under Delaware law and the
Company's Certificate of Incorporation and Bylaws, directors are elected by a
plurality of votes cast, without regard to either broker non-votes or proxies as
to which authority to vote for one or more of the nominees being proposed is
withheld. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
<PAGE>
Any other matters that may be brought before the Annual Meeting will be
determined by majority of the votes cast, without regard to broker non-votes or
any proxies as to which a stockholder abstains.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Larry R.
Johnson, Secretary, IFB Holdings, Inc., 522 Washington Street, Chillicothe,
Missouri 64601.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on October 6, 1999 will
be entitled to one vote for each share of Common Stock then held. As of that
date, the Company had 474,019 shares of Common Stock issued and outstanding.
The following table sets forth information as of October 6, 1999 regarding share
ownership of those persons or entities known by management to own beneficially
more than five percent of the Common Stock and of all directors and executive
officers of the Company and the Bank as a group.
2
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Shares
Beneficially Percent
Beneficial Owner Owned of Class
- ------------------------------------------------- ----------- ---------
Investors Federal Bank 47,401 10.0%
Employee Stock Ownership Plan /(1)/
522 Washington Street
Chillicothe, Missouri 64601
Mortgage Investment Trust Corporation 68,200 14.4%
5200 West 94th Terrace
Prairie Village, KS 66207
Directors and executive officers of the Company 89,169/(2)/ 18.8%
and the Bank as a group (6 persons)
(1) The amount reported represents all shares held by the Employee Stock
Ownership Plan ("ESOP"), of which 12,747 shares have been allocated to
accounts of participants. First Bankers Trust, of Quincy, Illinois, the
trustee of the ESOP, may be deemed to beneficially own the shares held by
the ESOP which have not been allocated to accounts of participants.
Participants in the ESOP are entitled to instruct the trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares held in the ESOP's suspense account are voted by the trustee in the
same proportion as allocated shares voted by participants.
(2) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting and/or
investment power. The amount above includes no options to purchase shares
of Common Stock available for grant under the Company's 1997 Stock Option
and Incentive Plan (the "Stock Option Plan") and no shares of restricted
Common Stock available for award under the Company's Recognition and
Retention Plan ("RRP") to directors and executive officers of the Company.
As of the date of this proxy statement, the Company has not awarded any of
such options or shares of restricted Common Stock. Includes 2,843 and
1,971 shares allocated to the individual accounts of Messrs. Teegarden and
Johnson under the Bank's Employee Stock Ownership Plan.
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of six members, each
of whom is also a director of the Bank. The Directors are divided into three
classes. Directors of the Company are generally elected to serve for a three-
year term which is staggered to provide for the election of approximately one-
third of the directors each year.
The following table sets forth certain information regarding the Company's
Board of Directors, including their terms of office and nominees for election as
directors. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to the nominee)
will be voted at the Meeting for the election of the nominees identified in the
following table. If any nominee is unable to serve, the shares represented by
all such 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 the nominee might be unable to serve, if elected. Except as
described herein, there are no arrangements or understandings between any
director or nominee and any other person pursuant to which such director or
nominee was selected.
3
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<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Age at Owned at
June 30, Positions Held Director Current Term October 6, Percent
Name 1999 with the Bank Since (1) to Expire 1999/(2)/ Of Class
- ---- ---- ----------------- --------- --------- --------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Fairweather 75 Chairman of the Board 1966 1999 100 0.02%
Edward P. Milbank 60 Vice Chairman of the 1974 1999 28,050 5.92
Board
DIRECTORS CONTINUING IN OFFICE
------------------------------
Earle S. Teegarden, Jr. 63 Director; until 1964 2000 15,343 3.24
April 30,
1999, President and Chief
Executive Officer
Armand J. Peterson 62 Director 1978 2000 10,000 2.11
Larry R. Johnson 51 Senior Executive Vice 1989 2001 11,976 2.53
President, Secretary and
Director;since April 30,
1999, Interim Chief Executive
Officer
J. Michael Palmer 49 Director 1996 2001 23,700 4.99
</TABLE>
_______________________________
/(1)/ Includes service as a director of the Bank.
/(2)/ Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, shares held by certain
members of the named individuals' families, or held by trusts of which the
named individual is a trustee or substantial beneficiary, with respect to
which shares the named individuals may be deemed to have sole or shared
voting and/or investment power. Also includes shares allocated to the
individual account of Messrs. Teegarden and Johnson under the Company's
Employee Stock Ownership Plan. Does not include options to purchase shares
of Common Stock available for grant under the Company's Stock Option Plan
and shares of restricted Common Stock available for award under the RRP,
which options and shares have not yet been awarded.
The business experience of each director and director nominee is set forth
below. All directors have held their present positions for at least the past
five years, except as otherwise indicated.
Robert T. Fairweather. Mr. Fairweather is retired. Until his retirement,
Mr. Fairweather was an owner/operator of a retail hardware store in Chillicothe.
Prior to that, he served as the Chief Executive Officer of a credit union.
Edward P. Milbank. Mr. Milbank is Vice Chairman of the Board of the Bank.
Mr. Milbank is the President and CEO of Milbank Mills, Inc., a feed
manufacturing company.
Earle S. Teegarden, Jr. Mr. Teegarden was employed by the Bank as
President and Chief Executive Officer until his retirement on April 30, 1999.
As President and Chief Executive Officer, Mr. Teegarden was responsible for
overseeing the day-to-day operations of the Bank. He was also responsible for
investments and overseeing the Bank's asset/liability management program. From
4
<PAGE>
April 30, 1999 to August 31, 1999 Mr. Teegarden served in an advisory capacity
to the Bank at his prior salary level.
Armand J. Peterson. Mr. Peterson is President and Treasurer of Chillicothe
Iron and Steel, Inc., a steel fabricating company.
Larry R. Johnson. Mr. Johnson has been employed by the Bank since December
1974. He is responsible for all lending operations for the Bank and also serves
as personnel officer for the Bank. Since April 30, 1999, Mr. Johnson has also
served as Interim Chief Executive Officer of the Bank.
J. Michael Palmer. Mr. Palmer is currently a private investor. Until
December 1995, he was Chairman of the Board and Treasurer of Midwest Quality
Gloves, Inc., in Chillicothe. Mr. Palmer was elected to the Board of Directors
in January 1996.
On July 13, 1999, William L. Murry, a stockholder of the Company, notified
the Company that he intends to nominate himself for election to the Board at the
meeting. The holders of the proxy card solicited hereby do not intend to vote
any shares for the election of any person other than the nominees of the Company
set forth above.
On July 22, 1999, the Bank entered into a Memorandum of Understanding (the
"MOU") with the Comptroller of the Currency (the "OCC"), whereby the Bank has
agreed to take certain actions in response to concerns raised by the OCC. The
MOU is not a formal supervisory action by the OCC. The Bank has agreed , within
90 days after the date of the MOU, to appoint a new chief executive officer to
replace Mr. Teegarden, who resigned as chief executive officer as of April 30,
1999, and to have that chief executive officer prepare a report to the board of
directors regarding the Bank's management structure. The appointment of the new
chief executive officer is subject to the review and possible disapproval of the
OCC. Moreover, under Federal law, the Bank is required to give 90 days prior
notice to the OCC before adding or replacing a member of the board of directors
or employing any senior executive officer, and the OCC has the authority to
disapprove the addition or employment of any such person. The Bank has also
agreed in the MOU to establish, revise and/or implement policies and procedures
relating to interest rate risk management, liquidity, asset/liability
management, investments and certain compliance programs. The Bank expects to
implement the steps necessary to ensure that the MOU is complied with. Failure
to do so could result in the OCC seeking formal supervisory action. Compliance
with the MOU is not expected to have a material impact on the Bank.
Ownership Reports by Officers and Directors
The Common Stock of the Company is registered pursuant to Section 12(g) of
the 1934 Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Company's Common Stock ("10% beneficial owners") are
required to file reports on Forms 3, 4, or 5 with the SEC disclosing changes in
beneficial ownership of the Common Stock. SEC rules require disclosure in the
Company's Proxy Statement and Annual Report on Form 10-KSB of the failure of an
officer, director or 10% beneficial owner of the Company's Common Stock to file
a Form 3, 4, or 5 on a timely basis. Based on the Company's review of such
ownership reports, no officer,
5
<PAGE>
director or 10% beneficial owner of the Company failed to file ownership reports
on a timely basis for the fiscal year ended June 30, 1999.
Meetings of the Board of Directors and Committees
The Board of Directors met 16 times during the year ended June 30, 1999.
During fiscal 1999, no director of the Company attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
The Company formed standing Audit, Nominating and Compensation Committees
in connection with its organization in October 1996.
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures.
This committee also acts on the recommendation by management of an accounting
firm to perform the Company's annual audit and acts as a liaison between the
auditors and the Board. The current members of this committee are Directors
Fairweather, Milbank, Palmer and Peterson. The Company's Audit Committee met
one time in fiscal 1999.
The Nominating Committee meets annually in order to nominate candidates for
membership on the Board of Directors. This committee is comprised of the Board
members who are not up for election. The Nominating Committee met one time
during fiscal 1999.
The Compensation Committee establishes the Company's compensation policies
and reviews compensation matters. This Committee is currently composed of all
members of the Board of Directors. The Compensation Committee met one time
during fiscal 1999.
Director Compensation
During fiscal 1999, the Company paid each director fees in the amount of
$8,270 for service on the Company's Board of Directors. For the first seven
months of fiscal 1999, all directors of the Bank received a fee of $500 per
meeting and for the last five months of fiscal 1999 the fee was $530 per
meeting. In addition, during fiscal 1999, outside directors of the Bank serving
on the Loan Committee received a $25 fee for each loan reviewed at meetings of
the Loan Committee. In addition, each outside member serving on the Compliance
Committee of the Bank received a fee of $80 for each meeting attended, and the
Chairman of the Committee received a fee of $105 for each meeting attended.
Director Emeritus Program. In order to encourage directors to remain
associated with the Bank's Board of Directors, in January 1995 the Bank adopted
a director emeritus program in which the Board of Directors, in its discretion,
may elect any retiring director as a Director Emeritus, provided the retiring
director has served as a director until reaching mandatory retirement age (or
until being forced to retire due to medical considerations) and such director
has served as a director of the Bank for at least 10 years. Directors Emeritus
of the Bank shall be compensated for their services at a rate of 50% of full
director fees for the first 10 years following election and at a rate of 25% of
full director fees for the second 10 years following election. Thereafter, no
fees shall be
6
<PAGE>
payable except that, upon request from the then current Board of Directors, a
Director Emeritus may be invited to attend a Board meeting and as such shall
qualify to receive full board fees for that meeting.
Stock Benefit Plans. The Company's stockholders approved the Stock Option
Plan and the Recognition and Retention Plan at the Annual Meeting of
stockholders held on November 18, 1997. Under these plans, directors of the
Company are eligible to receive awards of stock options and restricted stock.
However, no such awards have been made as of the date of this proxy statement.
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation. However, the Company does reimburse the Bank for services
performed on behalf of the Company by its officers. The Company does not
presently anticipate paying any compensation to such persons until it becomes
actively involved in the operation or acquisition of businesses other than the
Bank.
7
<PAGE>
The following table sets forth the compensation paid or accrued by the Bank
for services rendered by Earle S. Teegarden, Jr., the President and Chief
Executive Officer of the Bank until April 30, 1999, and Larry R. Johnson, the
Senior Executive Vice President and, since April 30, 1999, the Interim Chief
Executive Officer of the Bank. No other executive officer earned in excess of
$100,000 during the past three fiscal years.
<TABLE>
<CAPTION>
======================================================================================================================
SUMMARY COMPENSATION TABLE
======================================================================================================================
Long-Term Compensation
Annual Compensation Awards
------------------------- ------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Salary Bonus Compensation Award(s) SARs Compensation
Position Year ($) ($) ($) ($) (#) ($)
======================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Earle S. Teegarden, Jr. 1999 $77,591 $ 7,848 $--- ---/(1)/ ---/(2)/ $21,024/(3)/
President and Chief 1998 $74,250 $12,339 $--- ---/(1)/ ---/(2)/ $20,113/(4)/
Executive Officer 1997 $71,750 $13,786 $--- ---/(1)/ ---/(2)/ $14,875/(5)/
Larry R. Johnson 1999 $55,043 $ 5,370 $--- ---/(1)/ ---/(2)/ $19,083/(6)/
Senior Executive 1998 $51,173 $ 8,443 $--- ---/(1)/ ---/(2)/ $16,812/(7)/
Vice President 1997 $47,510 $ 9,433 $--- ---/(1)/ ---/(2)/ $13,474/(8)/
======================================================================================================================
</TABLE>
- --------------------------
/(1)/ No awards of restricted stock were made during the fiscal year
presented. Awards of restricted stock under the RRP may be made in
the future.
/(2)/ No options or Stock Appreciation Rights ("SARs") were awarded during
the fiscal years presented. Awards of options or SAR's under the
Stock Option Plan may be made in the future.
/(3)/ Includes Board fees of $8,270, earned insurance commissions of $714
and $12,040 contributed under the ESOP for the benefit of Mr.
Teegarden.
/(4)/ Includes Board fees of $7,250, earned insurance commissions of
$1,283 and $11,580 contributed under the ESOP for the benefit of Mr.
Teegarden.
/(5)/ Includes Board fees of $8,325, earned insurance commissions of
$1,743 and $4,807 contributed under the ESOP for the benefit of Mr.
Teegarden.
/(6)/ Includes Board fees of $8,270, earned insurance commissions of
$2,392 and $8,421 contributed under the ESOP for the benefit of Mr.
Johnson.
/(7)/ Includes Board fees of $7,250, earned insurance commissions of
$1,512 and $8,050 contributed under the ESOP for the benefit of Mr.
Johnson.
/(8)/ Includes Board fees of $8,325, earned insurance commissions of
$1,908 and $3,241 contributed under the ESOP for the benefit of Mr.
Johnson.
Stock Options
The Board of Directors of the Company has adopted the Stock Option Plan,
which has been approved by the stockholders. Certain directors, officers and
employees of the Bank and the Company are eligible to participate in the Stock
Option Plan. The Stock Option Plan is administered
8
<PAGE>
by a committee of outside directors (the "Committee"). The Stock Option Plan
authorizes the grant of stock options equal to 59,252 shares of Common Stock.
The Stock Option Plan provides, among other things, for the grant of options to
purchase Common Stock intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code, and options that do not so qualify
("nonstatutory options"). Options must be exercised within 10 years from the
date of grant. The exercise price of the options must be at least 100% of the
fair market value of the underlying Common Stock at the time of the grant. No
stock options were granted during fiscal 1999.
Employment Agreements
The Bank entered into an employment agreement effective upon consummation
of the stock conversion, with Earle S. Teegarden, Jr., President and Chief
Executive Officer, providing for a term of three years. The contract provides
for payment to the employee for the remaining term of the contract unless the
employee is terminated "for cause."
The employment agreement for Mr. Teegarden provides for an annual base
salary as determined by the Board of Directors, but not less than the employee's
current salary. Mr. Teegarden's base salary (exclusive of director fees and
bonuses) was $73,000 in calendar year 1997, $75,500 in 1998 and $77,591 in 1999.
So long as the contract remains in force, salary increases will be reviewed not
less often than annually thereafter, and are subject to the sole discretion of
the Board of Directors. The employment contract provides for annual extensions
of one additional year, but only upon express authorization by the Board of
Directors at the end of each year. The contract provides for termination upon
the employee's death, for cause or in certain events specified by OTS
regulations. The employment contract is terminable by the employee upon 90
days' notice to the Bank.
In the event there is a change in control of the Company or the Bank, as
defined in the agreement, and if employment terminates involuntarily, as defined
in the agreement, in connection with such change in control or within 12 months
thereafter, the employment contract provides for a payment equal to 299% of Mr.
Teegarden's base amount of compensation as defined in the Code. Assuming a
change in control were to take place as of June 30, 1998, the aggregate amounts
payable to Mr. Teegarden pursuant to this change in control provision would be
approximately $225,745.
The contract provides, among other things, for participation in an
equitable manner in employee benefits applicable to executive personnel. The
employment contract may have an "anti-takeover" effect that could affect a
proposed future acquisition of control of the Bank.
Effective April 30, 1999, the employment agreement between the Bank and Mr.
Teegarden was terminated by mutual agreement of the parties, and Mr. Teegarden
resigned from his position as President and Chief Executive Officer. From April
30, 1999 to August 30, 1999, Mr. Teegarden served in an advisory capacity to the
Bank at his prior salary level.
The Bank also entered into an employment agreement with Larry R. Johnson,
Senior Executive Vice President and Secretary. This agreement also provides for
a term of three years and a change of control payment equal to 299% of Mr.
Johnson's prior years' compensation plus certain additional benefits such as
health insurance. This agreement is otherwise similar to the employment
agreement with Mr. Teegarden.
9
<PAGE>
Benefit Plans
General. The Bank currently provides health care benefits, including
medical and prescription plan benefits, subject to certain deductibles and
copayments by employees, and group life insurance to its full time employees.
Indebtedness of Management
The Bank has followed a policy of granting consumer loans and loans secured
by one- to four-family real estate to officers, directors and employees. Loans
to directors and executive officers are made in the ordinary course of business
and on the same terms and conditions as those of comparable transactions with
the general public prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
All loans by the Bank to its directors and executive officers are subject
to federal regulations restricting loan and other transactions with affiliated
persons of the Bank. Federal law currently requires that all loans to directors
and executive officers be made on terms and conditions comparable to those for
similar transactions with non-affiliates. Loans to all directors, executive
officers, employees and their associates totaled $476,143 at June 30, 1999,
which was 5.1% of the Company's stockholders' equity at that date. There were
no loans outstanding to any director, executive officer or their affiliates at
preferential rates or terms which in the aggregate exceeded $60,000 during the
three years ended June 30, 1999. All loans to directors and officers were
performing in accordance with their terms at June 30, 1999.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 1999
were Lockridge, Constant & Conrad, LLC. The Company's Board of Directors is in
the process of obtaining proposals from several accounting firms (including
Lockridge, Constant & Conrad, LLC) to act as independent auditors for the
Company for the fiscal year ending June 30, 2000, and, as of the date hereof,
the Company has not yet selected the Company's independent auditors for the
2000 fiscal year. Representatives of Lockridge, Constant & Conrad, LLC are
expected to attend the Meeting. They will be given the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from stockholders present at the Meeting.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at the Company's office located at 522
Washington Street, Chillicothe, Missouri 64601 no later than June 21, 2000 Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Under the Company's By-laws, certain procedures are provided which a
stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
10
<PAGE>
for directors, or to bring a proper subject of business before the meeting, must
do so by a written notice timely received (generally not later than 90 days in
advance of such meeting, subject to certain exceptions) by the Secretary of the
Company. The notice must include certain information as specified in the
Company's bylaws.
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 matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Chillicothe, Missouri
October 18, 1999
11
<PAGE>
IFB HOLDINGS, INC.
ANNUAL MEETING OF STOCKHOLDERS
November 16, 1999
The undersigned hereby appoints J. Michael Palmer and Armand J. Peterson,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of capital stock of IFB Holdings, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") to be held at the Company's main office, located at
522 Washington Street, Chillicothe, Missouri, on November 16, 1999 at 2:00 p.m.,
Chillicothe, Missouri time and at any and all adjournments and postponements
thereof.
1. The election as directors of all nominees listed below (except as marked to
the contrary):
[_] FOR [_] VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee, strike a
line in that nominee's name below.
ROBERT T. FAIRWEATHER
EDWARD P. MILBANK
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO BUSINESS OTHER THAN AS DESCRIBED IN THE COMPANY'S NOTICE OF THE
MEETING AND THE PROXY STATEMENT, TO BE PRESENTED AT THE MEETING.
The Board of Directors recommends a vote "FOR" the election
of the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the execution
of this proxy, of notice of the Meeting, a Proxy Statement and an Annual Report
to Stockholders.
Dated: __________________, 1999 _______________________________________________
Signature of Stockholder
Please sign exactly as your name(s) appear(s)
to the left. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title. If shares are held
jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
