<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
InvestorsBancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
InvestorsBancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] 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:
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<PAGE> 2
April 8, 1998
Dear Shareholder:
On behalf of the Board of Directors and management of InvestorsBancorp,
Inc., we cordially invite you to attend the first Annual Meeting of
Shareholders of InvestorsBancorp Inc., to be held at 5:00 p.m. on Thursday, May
7, 1998, in the Lounge Room of the Milwaukee Athletic Club, 758 North Broadway,
Milwaukee, Wisconsin. The accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement discuss the business to be conducted at the
meeting. A copy of the Company's Form 10-KSB is also in this booklet. At the
meeting we shall report on Company operations and the outlook for the year
ahead.
Your Board of Directors has nominated two persons to serve as Class I
directors, each of whom are incumbent directors. The Company's Board of
Directors has selected and recommends that you ratify the appointment of
Conley, McDonald LLP to continue as the Company's independent public
accountants for the year ending December 31, 1998.
We recommend that you vote your shares for the director nominees and in
favor of the proposal.
We encourage you to attend the meeting in person. WHETHER OR NOT YOU PLAN
TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.
This will ensure that your shares are represented at the meeting.
We look forward with pleasure to seeing and visiting with you at the
meeting.
Very truly yours,
INVESTORSBANCORP, INC.
George R. Schonath
President and Chief Executive Officer
<PAGE> 3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1998
----------------------------------------
TO THE HOLDERS OF COMMON STOCK OF INVESTORSBANCORP, INC.
Notice is hereby given that the Annual Meeting of Shareholders of
InvestorsBancorp, Inc. (the "Company"), will be held in the Lounge Room of the
Milwaukee Athletic Club, 758 North Broadway, Milwaukee, Wisconsin, on Thursday,
May 7, 1998 at 5:00 p.m., for the purpose of considering and voting upon the
following matters:
1. the election of two (2) Class I directors of the Company.
2. the ratification of the appointment of Conley, McDonald LLP as
auditors for the Company for the fiscal year ending December 31,
1998.
3. the transaction of such other business as may properly come before
the meeting or any adjournments or postponements thereof.
The Board of Directors is not aware of any other business to come before
the meeting. Shareholders of record at the close of business on March 27,
1998, are the shareholders entitled to vote at the meeting and any adjournments
or postponements thereof.
By Order of the Board of Directors
George R. Schonath
President and Chief Executive Officer
Pewaukee, Wisconsin
April 8, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE> 4
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of InvestorsBancorp, Inc. (the "Company") of
proxies to be used at the meeting which will be held in the Lounge Room of the
Milwaukee Athletic Club, 758 North Broadway, Milwaukee, Wisconsin, on Thursday,
May 7, 1998 at 5:00 p.m., and all adjournments or postponements of the meeting.
The Proxy Statement and the accompanying Notice of Meeting and Proxy are first
being mailed to holders of shares of common stock, par value $.01 per share, of
the Company (the "Common Stock") on or about April 8, 1998. Certain of the
information in the Proxy Statement relates to InvestorsBank, a Wisconsin
chartered bank located in Pewaukee, Wisconsin (the "Bank"), the wholly owned
subsidiary of the Company.
VOTING RIGHTS AND PROXY INFORMATION
All shares of 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 nominees and for
adoption of the proposals set forth in this Proxy Statement. A majority of the
shares of the Common Stock, present in person or represented by proxy and
entitled to vote, shall constitute a quorum for purposes of the meeting.
Abstentions and broker non-votes will be counted for purposes of determining a
quorum.
Only holders of record of the Common Stock at the close of business on
March 27, 1998 will be entitled to vote at the meeting and at all adjournments
or postponements of the meeting. On March 27, 1998, the Company had 1,000,000
shares of Common Stock outstanding. Directors are elected by a plurality of
the votes cast in person or by proxy with a quorum present. For all other
matters, the affirmative vote of a majority of the votes cast in person or by
proxy with a quorum present shall constitute shareholder approval. Abstentions
and broker "non-votes" will be considered in determining the presence of a
quorum but will not affect the vote required for approval of the election of
directors or any proposal.
The Company does not know of any matters, other than as described in the
Notice of Meeting, 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.
The Board of Directors would like to have all shareholders represented at
the meeting. Whether or not you plan to attend, please complete, sign and date
the enclosed proxy and return it in the accompanying postpaid return envelope
as promptly as possible. A proxy given pursuant to this solicitation may be
revoked at any time before it is voted. Proxies may be revoked by: (i) duly
executing and delivering to the Secretary of the Company a later dated proxy
relating to the same shares prior to the exercise of such proxy, (ii) filing
with the Secretary of the Company at or before the meeting a written notice of
revocation bearing a later date than the proxy, 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 Mr. Jon McGlocklin, Secretary, at W239 N1700 Busse Road,
P.O. Box 190, Pewaukee, Wisconsin 53072.
<PAGE> 5
ELECTION OF DIRECTORS
At the Annual Meeting of the Shareholders to be held on Thursday, May 7,
1998, the shareholders will be entitled to elect two (2) Class I directors for
a term expiring in 2001. The directors of the Company are divided into three
classes having staggered terms of three years. Both of the nominees for
election as Class I directors are incumbent directors. The Company has no
knowledge that any of the nominees will refuse or be unable to serve, but if
any of the nominees becomes unavailable for election, the holders of the
proxies reserve the right to substitute another person of their choice as a
nominee when voting at the meeting.
Set forth below is information concerning the nominees for election and
for the other directors whose terms of office will continue after the meeting,
including the age, year first elected a director and business experience of
each during the previous five years. The nominees, if elected at the Annual
Meeting of Shareholders, will serve as Class I directors for three year terms
expiring in 2001. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
EACH OF THE NOMINEES FOR DIRECTOR.
NOMINEES
<TABLE>
<CAPTION>
DIRECTOR OF THE
PRESENT POSITION WITH THE COMPANY OR THE BANK
NAME AND AGE COMPANY AND THE BANK SINCE
- ------------ ------------------------- --------------------
<S> <C> <C>
CLASS I
- -------
(Term Expires 2001)
George R. Schonath Director, President and Chief
(Age 56) Executive Officer of the Company 1997
and the Bank
Jon McGlocklin Director, Senior Vice President and
(Age 54) Secretary of the Company and
Director and Senior Vice President
of the Bank 1997
CONTINUING DIRECTORS
CLASS II
- --------
(Term Expires 1999) Director of the Company and the
Salvatore L. Bando Bank
(Age 53) 1997
Terry L. Mather Director of the Company and the
(Age 55) Bank 1997
CLASS II
- --------
(Term Expires 2000)
Donald E. Sydow Director of the Company and the
(Age 62) Bank 1997
</TABLE>
2
<PAGE> 6
PROXY
All of the Company's directors will hold office for the terms indicated,
or until their respective successors are duly elected and qualified. There are
no arrangements or understandings between the Company and any other person
pursuant to which any of the Company's directors have been selected for their
respective positions.
BIOGRAPHICAL DATA
The principal occupation of each director is set forth below. Each
director has held his present position for at least five years unless otherwise
indicated.
SALVATORE L. BANDO has served as Senior Vice President of the Baseball
Operations for the Milwaukee Brewers since 1991. Mr. Bando also served as a
director of Bando McGlocklin Capital Corporation, a real estate investment
trust located in Pewaukee, Wisconsin ("BMCC"), from 1980 until 1997, and was an
officer of that company from 1980 until 1991.
TERRY L. MATHER has been a partner of Critical Solutions, Inc., a business
consulting firm headquartered in Milwaukee, Wisconsin, since 1992.
JON MCGLOCKLIN has been a Senior Vice President of the Company and the
Bank since they were established in 1997. He has also served as President of
Healy Manufacturing, Inc., Menomonee Falls, Wisconsin, since 1997, and as an
announcer for the Milwaukee Bucks since 1976. In July, 1997, Mr. McGlocklin
was appointed Senior Vice President of BMCC. Until July, 1997, he served as a
director (since 1980) and President (since 1991) of BMCC.
GEORGE R. SCHONATH has been the President and Chief Executive Officer of
the Company and the Bank since they were established in 1997. In July, 1997,
Mr. Schonath was appointed President of BMCC, and also currently serves as its
Chief Executive Officer (since 1983). Until July, 1997, he served as a
director (since 1980) and Chairman of the Board (since 1983) of BMCC.
DONALD E. SYDOW has been the President of Oconomowoc Manufacturing Corp.,
a ball-bearing manufacturer located in Oconomowoc, Wisconsin, since 1982.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 1997, the Board of Directors held two meetings. No director
attended fewer than 75% of the total number of meetings of the Board of
Directors of the Company held during 1997. During 1997 the Board of Directors
did not have any standing committees. In March, 1998, the Board of Directors
of the Company appointed an audit and finance committee and a compensation
committee.
The Audit and Finance Committee consists of Messrs. Bando, Mather and
Sydow. The Audit and Finance Committee reviews audit reports and related
matters to ensure effective compliance with regulations and internal policies
and procedures. This committee also recommends to the Board the accounting
firm to perform the Company's and Bank's annual audit and acts as the liaison
between the auditors and the Board. The committee also is responsible for
reviewing, approving and recommending to the Board financial policies and
strategies of the Bank and significant expenditures proposed to be made by the
Company or the Bank.
The Compensation Committee consists of Messrs. Bando, Mather and Sydow.
The Compensation Committee meets to review the performance, salary and other
compensation of the Chief Executive Officer officers of the Company and make
recommendations to the Board, including with respect to stock options and other
incentive awards.
COMPENSATION OF DIRECTORS
Directors of the Company who are not also officers receive a fee of $5,000
per year and $750 for each Board or committee meeting attended. Directors who
are also officers of the Company do not receive additional compensation for
their service as directors of the Company.
3
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at March 25, 1998, by each
person known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, by each director or nominee, by each
executive officer named in the Summary Compensation Table, and by all directors
and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL AND AMOUNT AND NATURE OF PERCENT
NUMBER OF PERSONS IN GROUP BENEFICIAL OWNERSHIP(1) OF CLASS
-------------------------- ----------------------- --------
<S> <C> <C>
DIRECTORS AND 5% SHAREHOLDERS
Salvatore L. Bando 37,395(2) 3.7%
Terry L. Mather -- *
Jon McGlocklin 33,617(3) 3.4%
George R. Schonath 303,259(4) 27.6%
Donald E. Sydow 1 *
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (7 persons) 385,607(5) 35.0%
</TABLE>
- -------------------------
* Less than one percent.
(1) Information contained in this column is based upon information
furnished to the Company by the persons named above and the members of
the designated group, except as set forth in the footnotes below. The
nature of beneficial ownership for shares shown in this column is sole
voting and investment power, except as set forth in the footnotes below.
Inclusion of shares shall not constitute an admission of beneficial
ownership or voting and investment power over included shares. Pursuant
to the rules and regulations of the Securities and Exchange Commission
and the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
share amounts include shares obtainable through the exercise of stock
options or warrants within 60 days of the date of the information
contained in this table.
(2) Includes 12,613 shares over which Mr. Bando shares voting and
investment power with his spouse, and 9,658 shares held by BMS
corporation ("BMS"), over which Mr. Bando has shared voting and
investment power with the other principals of BMS. Excludes other shares
held by BMS but not allocable to Mr. Bando.
(3) Includes 10,093 shares over which Mr. McGlocklin shares voting
and investment power with his spouse, and 9,658 shares held by BMS, over
which Mr. McGlocklin has shared voting and investment power with the
other principals of BMS. Excludes other shares held by BMS but not
allocable to Mr. McGlocklin.
(4) Includes 100,000 shares obtainable through the exercise of
warrants, over which shares Mr. Schonath has no voting and sole
investment power, 1,970 shares over which Mr. Schonath shares voting and
investment power with his spouse or children and 15,532 shares held by
BMS corporation, over which Mr. Schonath has shared voting and investment
power with the other principals of BMS. Excludes shares held for other
employees by the Company's 401(K) Plan, for which Mr. Schonath is a
co-trustee and may be deemed to have shared voting power, and other
shares held by BMS but not allocable to Mr. Schonath.
(5) Includes 102,750 shares obtainable through the exercise of
options or warrants. Excludes shares held for other employees by the
Company's 401(K) Plan, for which Mr. Schonath is a co-trustee and may be
deemed to have shared voting power.
4
<PAGE> 8
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than 10% of the Common Stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with the exchange on which the shares of Common Stock
are traded. Such persons are also required to furnish the Company with copies
of all Section 16(a) forms they file. Based solely upon the Company's review
of such forms and, if appropriate, representations made to the Company by any
such reporting person concerning whether a Form 5 was required to be filed for
the 1997 fiscal year, the Company is not aware that any of its directors and
executive officers or 10% shareholders failed to comply with the filing
requirements of Section 16(a) during the period commencing January 1, 1997
through December 31, 1997.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or granted by the Company or the Bank to the Company's Chief Executive
Officer and to each of the other executive officers of the Company and the Bank
whose aggregate salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
=================================================================================================================================
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
- ---------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H)
Restricted SECURITIES ALL OTHER
NAME AND OTHER ANNUAL Stock UNDERLYING COMPENSATION
YEAR SALARY($)(1) BONUS($) COMPENSATION($)(2) Award($) OPTIONS/SARS(#) ($)
PRINCIPAL POSITION
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
George R. Schonath,
President and Chief Executive
Officer 1997 $31,250 $ --- $7,536 $ --- --- $2,511
==================================================================================================================================
</TABLE>
(1) Represents compensation received since the September 8, 1997 opening of the
Bank. Includes amounts deferred under the Company's 401(k) Plan.
(2) Represents the Bank's contribution for supplemental retirement benefits.
STOCK OPTIONS
None of the executive officers of the Company listed in the summary
compensation table received any grant of stock options in the 1997 fiscal year
or held any such options as of December 31, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the full Board of Directors considered and approved the
compensation packages of the employees of the Company and the Bank. None of
these individuals was an officer or employee of the Company or the Bank during
1997, except for Messrs. McGlocklin and Schonath, and none of these individuals
is a former officer or employee of the Company or any of its subsidiaries.
Messrs. McGlocklin and Schonath do not participate in decisions regarding their
respective compensation. Messrs. Bando, McGlocklin and Schonath were directors
and officers of BMCC prior to the distribution by BMCC and its shareholders of
all of its shares of the Company.
5
<PAGE> 9
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Company and the Bank, and their associates,
were customers of and had transactions with the Company and the Bank during
1997. The Bank and BMCC also purchase loan participations from each other from
time to time and, pursuant to a Management Services and Allocation of Expenses
Agreement, the Bank performs certain loan servicing and administration services
to BMCC. Additional transactions may be expected to take place in the future.
All outstanding loans, commitments to loan, transactions in repurchase
agreements and certificates of deposit and depository and loan participation
and servicing relationships, in the opinion of management, were made in the
ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk
of collectibility or present other unfavorable features. The Bank received an
aggregate of $229,285 in loan servicing and administration fees from BMCC in
1997. The Company and the Bank also sublease space for their main offices from
BMCC. BMCC leases its office space from Bando McGlocklin Real Estate
Investment Corp. ("BMREIC"). The annual rent under the sublease, including
real estate taxes, utilities and furnishings, is approximately $120,000, which
represents a pro rata share of BMCC's occupancy expense. The Company believes
the terms of the sublease with BMCC are on substantially the same terms and
conditions as could be obtained from unrelated third parties. Messrs. George
R. Schonath, the Company's President and Chief Executive Officer, and Jon
McGlocklin, the Company's Senior Vice President, own SKBM, Inc., a company
which provides management services to BMREIC. In 1997, BMREIC paid
approximately $362,000 to SKBM, Inc. for such services.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Conley, McDonald LLP,
independent accountants, to be the Company's auditors for the fiscal year
ending December 31, 1998, and recommends that the shareholders ratify the
appointment. A representative of Conley, McDonald LLP is expected to attend
the Annual Meeting and be available to respond to appropriate questions and
make a statement if he or she so desires. If the appointment is not ratified,
the matter of the appointment of auditors will be considered by the Board of
Directors.
On December 22, 1997, the Company replaced Price Waterhouse LLP, who were
the Company's independent auditors prior to that date, with Conley, McDonald
LLP as its independent auditors for the fiscal year ending December 31, 1997.
The decision to engage new auditors was recommended by the Company's management
and approved by the Company's Board of Directors following the receipt of
various proposals for auditing services. The report of Price Waterhouse LLP on
the Company's balance sheet as of July 7, 1997 did not contain an adverse
opinion or a disclaimer of opinion, and the report was not qualified or
modified as to uncertainty, audit scope or accounting principles.
In connection with the audit of the Company's financial statements from
June 12, 1996 (date of inception) through December 22, 1997, there were no
unresolved issues, scope restrictions, unanswered questions or disagreements
with Price Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Price Waterhouse LLP, would have caused Price
Waterhouse LLP to make reference to the matter in their report, and Price
Waterhouse LLP did not advise the Company that any of the events described in
Item 304 (a)(1)(iv)(B) of Regulation S-B had occurred.
During the Company's fiscal years ended December 31, 1997, the Company (or
anyone on the Company's behalf) did not consult Conley, McDonald LLP regarding:
(i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements; and as such no written
report was provided to the Company and no oral advice was provided that the new
accountant concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of disagreement or a
reportable event.
6
<PAGE> 10
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE APPOINTMENT OF CONLEY, MCDONALD LLP.
SHAREHOLDER PROPOSALS
Any proposals of shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Secretary of the Company at its
principal executive offices at W239 N1700 Busse Road, P.O. Box 190, Pewaukee,
Wisconsin 53072, on or before December 4, 1998, to be considered for inclusion
in the Company's Proxy Statement and proxy relating to such meeting. In order
to be presented at the 1999 Annual Meeting Shareholders, such proposals must
also comply with Article II, Section 2.15, of 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, 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/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
George R. Schonath
President and Chief Executive Officer
Pewaukee, Wisconsin
April 8, 1998
7
<PAGE> 11
[to come]
