Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4 EF
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
AMERICAN NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its Charter)
WISCONSIN Applied For 6711
(State of Incorporation) (I.R.S. Employer I.D. No.) (Primary Standard Industrial
Classification Code No.)
2200 NORTH RICHMOND STREET
APPLETON, WISCONSIN 54911
(920) 739-1040
(Address and telephone number
of principal executive offices)
- --------------------------------------------------------------------------------
DAVID L. BLOHM JOHN E. KNIGHT
2200 North Richmond Street Boardman, Suhr, Curry & Field LLP
Appleton, WI 54911 One S. Pinckney Street, Suite 410
(920) 739-1040 Post Office Box 927
Madison, WI 53701-0927
(Name, address, telephone
no. of agent for service) (Copy of Notices)
- --------------------------------------------------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: upon consummation of the reorganization.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [x/]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed
Title of each Proposed Maximum
class of Maximum aggregate
securities to Amount to be offering price offering Amount of
be registered registered per unit* price* registration fee
- ------------- ------------ -------------- ------------- ----------------
Common Stock, 75,580 $66.35 $5,014,733.00 $1,479.35
no par value
*Based on the book value of the common stock of American National Bank-Fox
Cities on March 31, 1998, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(f)(2).
<PAGE>
AMERICAN NATIONAL BANCORP, INC.
Cross Reference Sheet
Form S-4, Part I
Item Number Location in Prospectus
1 FACING PAGE OF REGISTRATION STATEMENT; OUTSIDE FRONT
COVER PAGE OF PROSPECTUS
2 TABLE OF CONTENTS
3 SUMMARY
4 SUMMARY; THE REORGANIZATION; COMPARISON OF BANK
STOCK WITH HOLDING COMPANY STOCK
5 Not applicable
6 AMERICAN NATIONAL BANCORP, INC.; AMERICAN NATIONAL
BANK-FOX CITIES
7 Not applicable
8 THE REORGANIZATION
9 AMERICAN NATIONAL BANCORP, INC.; AMERICAN NATIONAL
BANK-FOX CITIES
10 Not applicable
11 Not applicable
12 Not applicable
13 Not applicable
14 AMERICAN NATIONAL BANCORP, INC.; COMPARISON OF BANK
STOCK WITH HOLDING COMPANY STOCK
15 Not applicable
16 Not applicable
17 AMERICAN NATIONAL BANK-FOX CITIES; COMPARISON OF
BANK STOCK WITH HOLDING COMPANY STOCK
18 THE REORGANIZATION; AMERICAN NATIONAL BANCORP, INC.;
AMERICAN NATIONAL BANK-FOX CITIES; RIGHTS OF
DISSENTING STOCKHOLDERS OF BANK
19 Not applicable
<PAGE>
__________, 1998
To the Shareholders of American National Bank-Fox Cities:
American National Bank-Fox Cities ("Bank") will hold a special meeting of
its shareholders on Wednesday, September 2, 1998, at 7:00 p.m., at the Columbus
Club, 2531 North Richmond Street, Appleton, Wisconsin.
This meeting is of great importance to Bank shareholders, because you will
be asked to consider and approve the formation of a one-bank holding company for
the Bank. A bank holding company is a corporation that owns most or all of the
stock of a bank. If a bank holding company is approved for the Bank, the Bank
shareholders would have their Bank stock exchanged for holding company stock.
The Bank shareholders would become the holding company shareholders, and the
holding company would become the sole shareholder of the Bank. THE FORMATION OF
A BANK HOLDING COMPANY WOULD NOT INVOLVE ANY SALE OF THE BANK.
More than 150 one-bank holding companies have been formed throughout
Wisconsin. The Board of Directors continues to believe that a holding company
would be beneficial to the Bank and to its shareholders, because it would enable
the Bank to:
1. respond rapidly and effectively to changes that may occur in the future
in the laws and regulations governing banks and bank-related activities;
2. be better able to acquire other banks, to be operated either as branches
of the Bank or as separate banks, in areas not now served by the Bank;
3. offer bank-related services, through nonbanking affiliates to be
acquired or created in the future, to present Bank customers and other members
of the public;
4. provide a potential market for the stock of the holding company;
5. meet any future capital requirements, that are not provided by the
future earnings of the Bank, through borrowings by the holding company that are
repaid by nontaxable dividends from the Bank; and
6. compete more effectively with other bank holding companies.
If the holding company is approved, shareholders of the Bank will receive
one (1) share of holding company stock for each share of Bank stock.
<PAGE>
This letter is followed by a formal notice of the special meeting of
shareholders and a Prospectus/Proxy Statement ("Prospectus"). The Prospectus
serves two purposes. First, it is the proxy statement of the Bank which
describes the proposed transaction and asks you to send in your Proxy to vote on
the holding company at the special meeting of shareholders. A form of Proxy is
enclosed separately (on blue paper). Second, it is a Prospectus of the holding
company which describes the holding company and its stock.
The Board of Directors of the Bank unanimously recommends approval of the
holding company formation. All of the Bank's Directors have indicated their
intention to vote in favor of the holding company. The Board of Directors urges
you to read the enclosed Prospectus carefully, and hopes that you choose to join
them in approving the holding company formation.
Please return the enclosed Proxy to ensure that your shares are represented
in the voting on this transaction. IN ORDER TO APPROVE THE HOLDING COMPANY, THE
AFFIRMATIVE VOTE OF TWO-THIRDS (66.67%) OF ALL OF THE OUTSTANDING SHARES OF THE
BANK WILL BE NEEDED. YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU
OWN. PLEASE SIGN AND RETURN THE PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, EVEN IF
YOU PLAN TO ATTEND THE MEETING. If you do attend the meeting, you may at that
time revoke your proxy and vote your shares in person at the meeting.
The Directors believe that the formation of a holding company is an
important step forward for the Bank. If you have questions about the holding
company or the Prospectus, please call me at (920) 739-1040.
Very truly yours,
David L. Blohm,
President and Chief Executive Officer
<PAGE>
AMERICAN NATIONAL BANK-FOX CITIES
2200 North Richmond Street
Appleton, Wisconsin 54911
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 2, 1998
A special meeting of shareholders of American National Bank-Fox Cities
("Bank"), will be held on Wednesday, September 2, 1998, at the Columbus Club,
2531 North Richmond Street, Appleton, Wisconsin at 7:00 p.m., for the following
purposes:
1. To vote on the following resolution:
RESOLVED, that the formation of a bank holding company for American
National Bank-Fox Cities, pursuant to the terms and conditions of an
Agreement and Plan of Reorganization between American National Bank-Fox
Cities and American National Bancorp, Inc. and a Merger Agreement between
American National Bank-Fox Cities and New American National Bank-Fox Cities
whereby (i) American National Bank-Fox Cities will become a wholly-owned
subsidiary of American National Bancorp, Inc., and (ii) shareholders of
American National Bank-Fox Cities will become shareholders of American
National Bancorp, Inc., is hereby authorized and approved.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
At this meeting, holders of record of common stock of the Bank at the close
of business on August 21, 1998, will be entitled to vote. Two-thirds (66.67%) of
the issued and outstanding shares of the Bank must be voted in favor of the
above resolution in order to permit the holding company formation to proceed.
Shareholders and beneficial shareholders are or may be entitled to assert
dissenters' rights under Subsections 215a(b), (c) and (d) of the United States
Code. A copy of those sections is attached to the following Proxy
Statement/Prospectus as Exhibit C.
THE BOARD OF DIRECTORS OF THE BANK BELIEVES THAT THE PROPOSED HOLDING
COMPANY IS IN THE BEST INTERESTS OF THE BANK AND ITS SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE BANK VOTE "FOR" THE PROPOSED
HOLDING COMPANY.
By Order of the Board of Directors
Vivian R. Huth, Secretary
_____________, 1998
<PAGE>
PROXY STATEMENT
OF
AMERICAN NATIONAL BANK-FOX CITIES
AND
PROSPECTUS
OF
AMERICAN NATIONAL BANCORP, INC.
Special Meeting of American National Bank-Fox Cities
Shareholders to be held September 2, 1998
This Proxy Statement is being furnished to the shareholders of American
National Bank- Fox Cities, Appleton, Wisconsin ("Bank"), in connection with the
solicitation of proxies by the Board of Directors of the Bank for use at the
special meeting of shareholders to be held on September 2, 1998. At that
meeting, the shareholders of Bank will consider and vote upon the proposed
acquisition of the Bank by American National Bancorp, Inc. ("Holding Company")
by means of a reorganization.
Under its Restated Articles of Incorporation, the Holding Company will have
a right of first refusal to purchase shares of its stock at the price and on the
terms and conditions offered to any Holding Company shareholder by a prospective
purchaser. Such a limitation does not exist on the stock of the Bank currently.
The right of first refusal will apply to Holding Company shares in the hands of
all shareholders, including subsequent transferees. Certificates evidencing
shares of Holding Company stock will bear a legend describing the right of first
refusal. The Holding Company's right to purchase may limit a shareholder's
ability to sell shares to other purchasers. The right of first refusal might
also limit the formation of a market for the stock outside the Holding Company.
See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Market for the
Stock."
The Holding Company's Restated Articles of Incorporation also prohibit
transfers of stock, without the prior written consent of the Holding Company, to
persons ineligible to be shareholders of an S Corporation under Section 1361(b)
of the Internal Revenue Code, as amended ("Code"). Such a limitation does not
exist on the stock of the Bank currently. This limitation applies to Holding
Company stock in the hands of shareholders, including subsequent transferees.
This provision may limit a shareholder's ability to sell shares to other
purchasers and may also limit a formation of a market for the stock outside the
Holding Company. See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK -
Market for the Stock."
The Holding Company's Restated Articles of Incorporation contain certain
other provisions that may have an effect of delaying, deferring or preventing a
<PAGE>
change in control of the Holding Company. The Holding Company's Restated
Articles establish a classified board of directors and additional voting
requirements for mergers and similar transactions. These provisions and the
limits on transfer may be amended only by the affirmative vote of not less than
seventy-five percent (75%) of the outstanding shares of voting stock of the
Holding Company. See "AMERICAN NATIONAL BANCORP, INC. - Certain Anti-Takeover
and Indemnification Provisions" and "COMPARISON OF BANK STOCK WITH HOLDING
COMPANY STOCK."
--------------------------------------------
The Holding Company has filed a Registration Statement on Form S-4EF
pursuant to the Securities Act of 1933, as amended, covering the shares of
Holding Company common stock to be issued in connection with the reorganization.
These materials constitute the Prospectus of the Holding Company to the
shareholders of the Bank.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO PURCHASE THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR
TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION
OF ANY OFFER. IN THOSE JURISDICTIONS THE SECURITIES OR BLUE SKY LAWS OF WHICH
REQUIRE THIS OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THIS OFFER MAY BE
MADE ON BEHALF OF AMERICAN NATIONAL BANCORP, INC. ONLY BY REGISTERED BROKERS OR
DEALERS WHO ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTIONS.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THE INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF AMERICAN NATIONAL BANCORP, INC. OR
AMERICAN NATIONAL BANK-FOX CITIES SINCE THE DATE OF THIS PROSPECTUS. AMERICAN
NATIONAL BANCORP, INC. IS REQUIRED TO ADVISE SHAREHOLDERS OF ANY FUNDAMENTAL
CHANGE AFFECTING THE TERMS OF THE TRANSACTION BETWEEN AMERICAN NATIONAL BANK-FOX
CITIES AND AMERICAN NATIONAL BANCORP, INC.
THE SECURITIES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
THIS PROSPECTUS DOES NOT COVER ANY RESALE OF THE SECURITIES TO BE RECEIVED
BY SHAREHOLDERS OF AMERICAN NATIONAL BANK-FOX CITIES UPON CONSUMMATION OF THE
REORGANIZATION AND NO PERSON IS AUTHORIZED TO MAKE ANY USE OF THIS PROSPECTUS IN
CONNECTION WITH ANY SUCH RESALE.
------------------------------------------
<PAGE>
THE SHARES OF AMERICAN NATIONAL BANCORP, INC. COMMON STOCK TO BE ISSUED IN
THE REORGANIZATION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------------------------
The date of this Proxy Statement/Prospectus is ____________, 1998.
<PAGE>
TABLE OF CONTENTS
Page
SUMMARY (i)
INTRODUCTION 1
THE REORGANIZATION 2
General 2
Reasons for the Reorganization 2
Summary of the Reorganization 4
Special Meeting of Shareholders 5
Operation of the Bank Following the Reorganization 6
Conditions Precedent to the Reorganization 6
Closing Date 7
Resales of Holding Company Stock 7
Tax Considerations 8
Securities Regulation 12
Expenses of Reorganization 13
RIGHTS OF DISSENTING STOCKHOLDERS OF BANK 13
AMERICAN NATIONAL BANCORP, INC. 14
History, Business, and Properties 14
Management 14
Principal Shareholders 15
Description of Holding Company's Common Stock 15
Executive Compensation 16
Transactions with Related Parties 16
Certain Anti-Takeover and Indemnification Provisions 16
AMERICAN NATIONAL BANK-FOX CITIES 18
History, Business, and Properties 18
Management 20
Business Background of Directors and Executive Officers 20
Executive Compensation 22
Director Compensation 23
Board Review of Management Compensation 23
Principal Shareholders 24
<PAGE>
Description of the Stock of the Bank 25
Transactions with Related Parties 25
Indemnification of Directors and Officers 25
Shares of the Stock Owned or Controlled by Management 26
Recommendation of the Bank's Board of Directors 26
FINANCIAL INFORMATION 26
COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK 27
Authorized Shares and Par Value 27
Voting Rights 27
Dividends 29
Market for the Stock 30
Value 33
Other 34
SUPERVISION AND REGULATION 35
General 35
Banking Regulation 35
Capital Requirements for Holding Company and Bank 36
Liquidity Requirements for Holding Company and Bank 37
FDIC Insurance Premiums 38
Loan Limits to Borrowers 38
Recent Regulatory Developments 38
AVAILABLE INFORMATION 39
LEGAL MATTERS 40
EXHIBIT A - Agreement and Plan of Reorganization
EXHIBIT B - Tax Opinion of Boardman, Suhr, Curry & Field LLP
EXHIBIT C - United States Code Sections
EXHIBIT D - Restated Articles of Incorporation of American National Bancorp,
Inc.
<PAGE>
SUMMARY
The following is a summary of certain information contained elsewhere in
this Prospectus/Proxy Statement. This summary is necessarily incomplete and
selective, and is qualified in its entirety by reference to the more detailed
information contained elsewhere in this Prospectus/Proxy Statement. Shareholders
are urged to review carefully the entire Prospectus/Proxy Statement including
the Exhibits.
Parties American National Bancorp, Inc. ("Holding Company")
2200 North Richmond Street
Appleton, Wisconsin 54911
(920) 739-1040
American National Bank-Fox Cities ("Bank")
2200 North Richmond Street
Appleton, Wisconsin 54911
(920) 739-1040
The Holding Company, a Wisconsin corporation, was organized at the request
of the management of the Bank for the purpose of becoming a one-bank holding
company for the Bank. The Holding Company is currently in the organizational
stage and has no operating history. See "AMERICAN NATIONAL BANCORP, INC. -
History, Business, and Properties." The Bank is a bank chartered by the
Comptroller of the Currency and has been operating as a commercial bank in
Appleton, Wisconsin since 1993. The Bank offers comprehensive banking services
to the residential, commercial, industrial and agricultural areas that it
serves. Such services include agricultural, commercial, real estate and personal
loans; checking, savings and time deposits; and other customer services, such as
safe deposit facilities. See "AMERICAN NATIONAL BANK-FOX CITIES - History,
Business, and Properties."
The Reorganization
The Board of Directors of the Bank proposes to form a bank holding company
for the Bank. The Holding Company will acquire all the outstanding shares of the
Bank through a reorganization ("Reorganization"). As a result of the
Reorganization, the Holding Company will be owned by the former Bank
shareholders and the Bank will become a wholly-owned subsidiary of the Holding
Company. For more information about the Reorganization, see "THE REORGANIZATION
- - Summary of the Reorganization" and the Agreement and Plan of Reorganization
attached as Exhibit A.
(i)
<PAGE>
Special Meeting of Shareholders
A special meeting of the shareholders of the Bank will be held on September
2, 1998, at 7:00 p.m., at the Columbus Club, 2531 North Richmond Street,
Appleton, Wisconsin. The purpose of the meeting is to consider and vote upon the
formation of a bank holding company pursuant to the Agreement and Plan of
Reorganization attached as Exhibit A. Shareholders of record as of the close of
business on August 21, 1998, will be entitled to vote at the meeting. The
affirmative vote of the holders of two-thirds (66.67%) of the outstanding Bank
stock will be required to approve the transaction. Directors and executive
officers of the Bank own or control, directly or indirectly, approximately 25.3%
of the outstanding Bank stock. See "THE REORGANIZATION - Special Meeting of
Shareholders."
Recommendation of the Bank's Board of Directors
The Board of Directors of the Bank believes that the proposed
Reorganization will benefit the Bank and is in the best interests of its
shareholders. Accordingly, the Board recommends that its shareholders vote their
Bank shares to approve the Reorganization. See "THE REORGANIZATION - Reasons for
the Reorganization" and "AMERICAN NATIONAL BANK- FOX CITIES - Recommendation of
the Bank's Board of Directors."
Effect on Bank Shareholders
Subject to certain limitations and appraisal rights provided by law, on the
effective date of the Reorganization each outstanding share of Bank common stock
outstanding immediately prior to the effective date will be exchanged for one
share of Holding Company stock, and the Bank shareholders will become the
shareholders of the Holding Company.
Dissenters' Rights
Under certain provisions of the United States Code, holders of Bank stock
have the right to object to the Reorganization and demand payment of the fair
value of their shares in cash if they (i) either vote against the reorganization
at the special meeting of the shareholders or give written notice to the Holding
Company of their intent to demand payment for their shares at or before the
shareholder meeting, (ii) demand payment in writing before the date stated in
the dissenters' notice, (iii) surrender their Bank stock certificates, and (iv)
take certain other actions. See "RIGHTS OF DISSENTING STOCKHOLDERS OF BANK" and
Exhibit B.
(ii)
<PAGE>
Federal Income Tax Consequences
The Reorganization has been structured with the intent that it qualify for
federal income tax purposes as a tax-free transaction, so that shareholders of
the Bank will recognize no gain or loss on the exchange of their Bank stock for
Holding Company stock. Exhibit B to this Prospectus is an opinion of counsel
that the Reorganization is a tax-free transaction. The opinion of counsel will
not be binding on the Internal Revenue Service. See "THE REORGANIZATION - Tax
Considerations."
Date of the Reorganization
The Reorganization will take place as promptly as practicable after receipt
of all necessary approvals of governmental agencies and authorities and
satisfaction of certain other terms and conditions. See "THE REORGANIZATION -
Closing Date."
Conditions for the Reorganization
The Reorganization is conditioned upon approval by the Office of the
Comptroller of the Currency, the Federal Reserve Board and at least two-thirds
(66.67%) of the outstanding stock of the Bank, and upon other terms and
conditions. See "THE REORGANIZATION Conditions Precedent to the Reorganization."
The Holding Company and the Bank may amend, modify or waive certain conditions
if, in the opinion of the Boards of Directors of the Holding Company and the
Bank, the action would not have a material adverse effect on the benefits
intended for holders of Holding Company stock.
Right of First Refusal and Certain Other Anti-Takeover Provisions
The Restated Articles of Incorporation of the Holding Company contain a
provision giving the Holding Company a right of first refusal to purchase shares
of its stock at a price and on the terms and conditions offered to a shareholder
by a prospective purchaser. Transactions with a shareholder's spouse and certain
other stock transactions are permitted. The right of first refusal may limit a
shareholder's ability to sell shares to purchasers other than the Holding
Company. In addition, the right of first refusal may reduce the likelihood of
another buyer obtaining control of the Holding Company through the acquisition
of large blocks of Holding Company stock. The Bank's Articles of Incorporation
do not contain a comparable limitation. See "COMPARISON OF BANK STOCK WITH
HOLDING COMPANY STOCK - Market for the Stock."
(iii)
<PAGE>
The Board of Directors is considering whether to convert the Holding
Company to an S Corporation as defined under Section 1361 of the Internal
Revenue Code ("Code"). An S Corporation is an entity that allows the Holding
Company to retain its corporate status but be taxed like a partnership. This
means that Holding Company profits will not be taxed at the corporate level. The
Board has not made a final decision on this issue. Under Section 1361(b)(1)(A)
of the Code, an S Corporation may have no more than 75 shareholders. Moreover,
Section 1361(b) of the Code limits the types of persons or entities who may not
be shareholders of an S Corporation. For these reasons, the Holding Company's
Restated Articles prohibit transfers of stock, without the prior written consent
of the Holding Company, to persons ineligible to be shareholders of an S
Corporation under Section 1361(b) of the Code. This limitation applies to
Holding Company stock in the hands of shareholders, including subsequent
transferees. This provision may limit a shareholder's ability to sell shares to
other purchasers and may also limit a formation of a market for the stock
outside the Holding Company. See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY
STOCK - Market for the Stock."
The Holding Company's Restated Articles of Incorporation contain certain
other provisions that may have an effect of delaying, deferring or preventing a
change in control of the Company. The Articles provide that the Board of
Directors shall consist of three classes of directors, each serving for a
three-year term ending in a successive year. This provision may make it more
difficult to effect a takeover of the Holding Company because an acquiring party
would generally need two annual meetings of shareholders to elect a majority of
the Board of Directors. The Articles also require the affirmative vote of
seventy-five percent (75%) of the outstanding shares of voting stock to approve
certain fundamental changes such as mergers or consolidations of the Holding
Company or the sale or lease of all or substantially all of the Holding
Company's assets, unless such changes have received advance approval of
seventy-five percent (75%) of the Company's directors, in which case the
required vote is a majority.
The Restated Articles of Incorporation also provide that the Holding
Company is subject to the provisions of Sections 180.1130 to 180.1132 of the
Wisconsin Business Corporation Law, relating to shareholder approval of certain
business combinations. Under these provisions, a business combination between
the holding company and a significant shareholder (a shareholder who owns ten
percent (10%) or more of the outstanding shares of the Holding Company stock)
requires the approval of eighty percent (80%) of the outstanding shares and
two-thirds (66.67%) of the disinterested shareholders. These provisions seek to
insure that minority shareholders who do not tender their shares in a first step
tender offer receive a "fair price" for their shares in a subsequent second step
merger after the bidder has gained control of the Holding Company. These voting
requirements do not apply if the value received by each shareholder is at least
equal to the highest of the highest per share price received by any other
shareholder selling stock to the significant shareholder either in the
transaction in which that shareholder became a significant shareholder or within
two (2) years before the date of the second step transaction or the market value
(iv)
<PAGE>
per share on certain dates specified in the statute. Also, the consideration
received by the shareholder in the second step must be cash or in the same form
as the significant shareholder previously paid for shares of the Holding
Company. See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Voting
Rights."
The Holding Company's Restated Articles of Incorporation further provide
that the provisions of the Articles establishing the Holding Company's
classified board of directors, establishing additional voting requirements, and
giving the Holding Company a right of first refusal to purchase its stock and
right to prior consent before a transfer of stock is made to a person not
eligible to be a shareholder of an S Corporation under Section 1361(b) of the
Code, may be amended only by the affirmative vote of not less than seventy-five
percent (75%) of the outstanding shares of voting stock of the Holding Company.
See "AMERICAN NATIONAL BANCORP, INC. - Certain Anti-Takeover and Indemnification
Provisions" and "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Voting
Rights."
By contrast with the Holding Company, the Bank is not subject to
anti-takeover provisions in its Articles of Incorporation, Bylaws, or under
applicable banking law.
(v)
<PAGE>
------------------------------------------
PROXY STATEMENT
AND
PROSPECTUS
------------------------------------------
INTRODUCTION
American National Bancorp, Inc. ("Holding Company") is a business
corporation organized at the request of the management of the American National
Bank-Fox Cities ("Bank") for the purpose of the reorganization. See "AMERICAN
NATIONAL BANCORP, INC." The Bank is a national banking association that has been
operating as a commercial bank in Appleton, Wisconsin since 1993. See "AMERICAN
NATIONAL BANK-FOX CITIES."
The reorganization is being conducted for the purpose of forming a holding
company for the Bank, according to a plan of reorganization approved by the
Board of Directors of the Holding Company and by the Board of Directors of the
Bank. See "THE REORGANIZATION - Summary of the Reorganization." The Board of
Directors of the Bank believes that the formation of a bank holding company will
benefit the Bank and its shareholders. See "THE REORGANIZATION - Reasons for the
Reorganization" and "AMERICAN NATIONAL BANK- FOX CITIES - Recommendation of the
Bank's Board of Directors."
This Prospectus contains information intended to help each Bank shareholder
decide whether to vote to approve the formation of a bank holding company. See,
for example, "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK." The Board of
Directors of the Holding Company urges each Bank shareholder to carefully read
the entire Prospectus.
<PAGE>
THE REORGANIZATION
General
The reorganization is designed to offer shareholders of the American
National Bank-Fox Cities ("Bank") the opportunity to form a bank holding
company. Pursuant to the reorganization, the following steps have already
occurred:
1. American National Bancorp, Inc. ("Holding Company"), a Wisconsin
business corporation, has been incorporated for the purpose of
participating in the reorganization and becoming a bank holding
company.
2. The Board of Directors of the Bank and the Board of Directors of the
Holding Company have adopted and approved an Agreement and Plan of
Reorganization.
The following steps, among others, remain to be completed pursuant to the
reorganization (See "THE REORGANIZATION - Conditions Precedent to the
Reorganization"):
1. The shareholders of the Bank must approve the reorganization by the
affirmative vote of two-thirds (66.67%) of the outstanding Bank stock.
2. The Federal Reserve Board must approve the Holding Company's
application to become a bank holding company under the Bank Holding
Company Act of 1956 ("Act").
3. The Comptroller of the Currency must approve the reorganization.
Reasons for the Reorganization
The Board of Directors of the Bank recommends the reorganization because it
believes that a bank holding company will offer opportunities to the Bank to
compete more effectively and to expand its services in type, in number, and in
geographical scope. In addition, the Board believes that the formation of a
holding company will provide benefits to the shareholders and to its community.
Flexibility. The proposed reorganization will, in the opinion of the Board,
better prepare the Bank for responding flexibly and efficiently to future
changes in the laws and regulations governing banks and bank-related activities.
Often, opportunities arise for bank holding companies that are not available to
banks, and vice versa. The bank holding company corporate structure may prove
valuable in taking advantage of any new opportunities in banking and
bank-related fields that are made available by deregulation or otherwise.
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Market for the Stock. Under federal law, a national bank is prohibited from
purchasing its own stock, except in certain limited circumstances. Therefore,
any Bank shareholder who desires to sell his or her Bank stock must generally
locate a person willing to purchase the stock.
The Holding Company will not be prohibited by law from purchasing Holding
Company stock, unless such a purchase would make the Holding Company insolvent.
Therefore, the Holding Company may become a potential buyer of that stock, and
may create a market that presently does not exist. The Holding Company will not
be required to purchase stock, but may do so in the discretion of its Board of
Directors. In certain circumstances, approval by the Federal Reserve Board may
be required for the purchase of Holding Company stock. For more information
about the Holding Company's ability to purchase stock, see "COMPARISON OF BANK
STOCK WITH HOLDING COMPANY STOCK - Market for the Stock."
Expansion. The principal means for a bank to seek continued growth, apart
from utilizing more fully the business potential within its present market area,
is by use of the holding company structure to reach into other geographic
markets. After the reorganization, the Holding Company will be able to, and may,
subject to approval of regulatory authorities, create new banks or acquire
existing banks anywhere in Wisconsin and neighboring states. The Holding Company
has no present plans to acquire any such banks.
Diversification. The proposed bank holding company offers the ability to
diversify the business of the Bank by creating or acquiring corporations engaged
in bank-related activities. Diversification into bank-related activities is
governed by the Bank Holding Company Act of 1956, and the regulations of the
Federal Reserve Board promulgated pursuant to that Act. The range of activities
in which the Holding Company may engage through nonbank subsidiaries includes,
subject to approval of the Federal Reserve Board, loan service companies,
mortgage companies, independent trust companies, small loan and factoring
companies, equipment leasing companies, credit life and disability insurance
companies, and certain insurance, advisory, and brokerage operations. The
Holding Company may in the future engage directly or through subsidiaries in one
or more of those activities. However, the timing and extent of those operations
by the Holding Company will depend on many factors, including competitive and
financial conditions existing in the future as well as the then financial
condition of the Holding Company and the Bank.
Capital Requirements. The proposed reorganization will also provide, in the
opinion of the Board, greater flexibility in meeting financing needs of the Bank
or other banks or corporations acquired by the Holding Company. Currently, there
is no need for the Bank to obtain additional capital. If the need for additional
capital should arise, however, those capital requirements of the Bank could be
obtained through borrowings by the Holding Company, which would then be paid to
the Bank by the Holding Company as a capital contribution or as a purchase of
additional Bank stock. The loan to the Holding Company would be paid with
dividends received from the Bank, which would not be taxable to the Holding
Company if it holds at least 80% of the Bank stock. The interest expense
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<PAGE>
incurred by the Holding Company on the loan could be used to offset Bank
earnings on a consolidated federal income tax return.
General. The Board believes that greater overall strength will result to
the Bank through the formation of the Holding Company. The formation of the
Holding Company is not part of a plan or effort to adversely affect any
shareholder, or to unduly benefit any shareholder, director, or officer. Except
for those shareholders who exercise dissenter's rights, the proportionate
interests of the Bank shareholders in the Holding Company stock will be
identical to their current proportionate interests in the Bank stock.
Summary of the Reorganization
The Holding Company intends to acquire all of the outstanding stock of the
Bank through a reorganization. To perform the reorganization, the Holding
Company will incorporate a new bank, called New American National Bank-Fox
Cities ("New Bank"), as a wholly-owned subsidiary of the Holding Company. The
New Bank will not conduct any banking business or any other business. It will
have no employees, no liabilities, no operations, and (except for a nominal
capital contribution required by law) no assets. It will be a "shell"
corporation, and will be incorporated for the sole purpose of assisting in the
reorganization.
To perform the reorganization, the Bank will be merged into the New Bank.
The stock of the Bank now held by the shareholders will be converted into the
Holding Company stock at the rate of one share of the Holding Company stock for
each one share of Bank stock that they currently own. Therefore, the Bank
shareholders will become shareholders of the Holding Company. In addition, by
virtue of the merger of the Bank into the New Bank, the Bank will become a
wholly-owned subsidiary of the Holding Company.
Currently, the Bank shareholders own all 75,580 shares outstanding of the
Bank's stock. After the reorganization, the Holding Company will own the Bank,
and the former Bank shareholders will own the Holding Company.
CURRENT AFTER REORGANIZATION
------------------------------------- -----------------------------------
Shareholders Shareholders
75,580 shares (100%) of Bank stock 75,580 shares (100%) of Holding
Company stock
------------------------------------- -----------------------------------
------------ ------------------------------------
Bank Holding Company
------------ 75,580 shares (100%) of Bank stock
------------------------------------
---------------
Bank
---------------
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Special Meeting of Shareholders
The regulations of the Comptroller of the Currency require that at least
two-thirds (66.67%) of the outstanding stock of a national bank approve a merger
of that bank. Because the reorganization will be conducted as a merger of the
New Bank and the Bank, that requirement must be fulfilled.
A vote on the proposed holding company will be taken at the special meeting
of shareholders of the Bank, to be held on Wednesday, September 2, 1998, at 7:00
p.m., at the Columbus Club, 2531 North Richmond Street, Appleton, Wisconsin. The
close of business on August 21, 1998, has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
On that date there were outstanding and entitled to vote 75,580 shares of Bank
stock. Each outstanding share of Bank stock entitles the record holder to one
vote on all matters to be acted upon at the meeting. The presence at the meeting
in person or by proxy of the holders of a majority of the issued and outstanding
shares of Bank stock entitled to vote will constitute a quorum for the
transaction of business. The affirmative vote of 50,387 of the issued and
outstanding shares of Bank stock is required to approve the holding company. The
Bank's articles of association and by-laws do not address the issue of whether a
vote for abstention is treated as a "yes" vote or "no" vote. Accordingly, for
purposes of voting at this special meeting of shareholders, abstentions are
treated as "no" votes.
THE BOARD OF DIRECTORS OF THE BANK UNANIMOUSLY RECOMMENDS THAT HOLDERS OF
BANK STOCK VOTE "FOR" THE TRANSACTION. See "AMERICAN NATIONAL BANK-FOX CITIES -
Recommendations of the Bank's Board of Directors." As of the date of this
Prospectus, the directors and executive officers of Bank owned or controlled
19,148 shares, or 25.3% percent, of the Bank stock outstanding. See "AMERICAN
NATIONAL BANK-FOX CITIES - Management." The directors and officers of Bank have
indicated that they will vote to approve the transaction, and are soliciting
proxies from Bank shareholders.
Each shareholder is encouraged to return the enclosed Proxy (on blue
paper), even if he or she intends to attend the meeting. All properly executed
proxies not revoked will be voted at the meeting in accordance with the
instructions on the proxy. Proxies containing no instructions will be voted
"FOR" approval of the holding company. On any other matters properly brought
before the meeting and submitted to a vote, all proxies will be voted in
accordance with the judgment of the persons voting the proxies. Any shareholder
executing and returning a proxy may revoke it by (1) submitting a later proxy to
Bank, (2) giving written notice to Bank, or (3) attending the meeting and voting
in person. However, the mere presence of a holder of Bank stock at the meeting
will not operate to revoke a proxy previously executed and submitted, unless
that shareholder indicates at the meeting that he or she wishes to vote
directly. Failure to submit a proxy or to vote at the meeting has the same
effect as a negative vote for purposes of approving or disapproving the
transaction.
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<PAGE>
Federal law provides appraisal rights to holders of Bank stock who dissent
from the merger, if statutory procedures are followed. See "RIGHTS OF DISSENTING
SHAREHOLDERS OF BANK."
Operation of the Bank Following the Reorganization
The Holding Company anticipates that, following the reorganization, the
business of the Bank will be conducted substantially unchanged from the manner
in which it is now being conducted. The Bank's name will not be changed. The
Holding Company anticipates that the Bank will be operated under substantially
the same management, and no changes in personnel are anticipated as a result of
the reorganization. After the reorganization, the Bank will continue to be
subject to regulation and supervision by regulatory authorities, to the same
extent as currently applicable. See "SUPERVISION AND REGULATION." The Bank will
continue to prepare an annual report in the same format as in prior years, and
the Holding Company will send to all of its shareholders a consolidated annual
report, in a similar format as that used in the Bank's report. The Holding
Company will convene an annual meeting of its shareholders, at a similar time
and for similar purposes as the Bank's annual meeting.
Conditions Precedent to the Reorganization
The Agreement and Plan of Reorganization (Exhibit A) provides that the
consummation of the reorganization is subject to certain conditions that have
not yet been met, including, but not limited to, the following:
1. No investigation, action, suit or proceeding before any court or any
governmental or regulatory authority shall have been commenced or
threatened seeking to restrain, prevent or change the reorganization
or otherwise arising out of or concerning the reorganization.
2. The application by the Holding Company to be a registered bank holding
company under the Bank Holding Company Act of 1956 ("Act") must have
been approved by the Federal Reserve Board.
3. The Comptroller of the Currency must have granted all required
approvals for consummation of the reorganization.
4. The reorganization must have been approved by shareholders owning at
least two-thirds of the outstanding Bank stock.
5. The Holding Company and the Bank must have received an opinion from
counsel for the Holding Company and the Bank to the effect that the
reorganization will be a tax-free reorganization (that opinion is
attached to this Prospectus as Exhibit B).
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<PAGE>
6. No change shall have occurred or be threatened in the business,
financial condition or operations of the Bank, which, in the judgment
of the Holding Company, is materially adverse.
7. No more than five percent (5%) of the Bank stock (3,779 shares or
fewer) shall be "dissenting shares" pursuant to the exercise of
dissenter's rights.
8. The reorganization must be completed by December 31, 1998, unless
extended by the both the Bank and the Holding Company.
These conditions are for the sole benefit of the Holding Company and the Bank,
and may be asserted by them or may be waived or extended by them, in whole or in
part, at any time or from time to time. Any determination by the Holding Company
and the Bank concerning the events described above shall be final and binding.
It is anticipated that these conditions will be met. Any waiver or
extension of conditions not met will be conducted only if, in the opinion of the
Boards of Directors of the Holding Company and the Bank, the action would not
have a material adverse effect on the benefits intended for holders of the
Holding Company stock under the reorganization. The reorganization may be
terminated and abandoned by the mutual consent of the Board of Directors of the
Holding Company and the Board of Directors of the Bank at any time prior to the
closing date.
Closing Date
The closing of the reorganization shall take place on a date, the "Closing
Date," to be selected by the Holding Company, at the offices of the Bank, 2200
North Richmond Street, Appleton, Wisconsin; provided, however, that the Closing
Date shall be a date no later than thirty (30) days after all conditions have
been met and all approvals, consents and authorizations for the valid and lawful
consummation of the reorganization have been obtained.
On the Closing Date, all of the Bank shareholders' right, title and
interest in and to the shares of the Bank stock, without any action on the part
of the shareholders, shall automatically become and be converted into a right
only to receive the Holding Company stock. Commencing on the Closing Date, the
Holding Company shall issue and deliver the Holding Company stock to the
shareholders as set forth in the Agreement and Plan of Reorganization (Exhibit
A).
Resales of Holding Company Stock
The Holding Company stock issued in the reorganization has been registered
under the Securities Act of 1933, as amended ("Securities Act"), and may be
traded by a shareholder subject to the Holding Company's right of first refusal
and consent. See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Market
for the Stock."
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Under the federal securities laws, there are certain restrictions on
resales of Holding Company stock received in the reorganization by persons who
are deemed to be an "affiliate" of the Bank. In general, an affiliate for these
purposes would include directors and executive officers and any person who,
individually or through a group, is deemed to control the Bank. Members of a
family may be regarded as members of a group if, by acting in concert, they have
the power to control the Bank. "Control" may be evidenced by ownership of ten
percent (10%) or more of the voting securities of the Bank. Certificates for
shares of Holding Company stock received by an affiliate in the reorganization
will carry a legend referring to the resale restrictions. Specifically, that
legend will state:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY BE OFFERED AND SOLD
ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF
1933, AS AMENDED, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
The Holding Company will issue stop-transfer instructions to the Holding Company
transfer agent with respect to such certificates. Neither the Bank nor the
Holding Company will register the shares of Holding Company stock for resale,
and any such registration shall be at the expense and instance of any
shareholder desiring such registration.
This Prospectus may not be used by an affiliate of the Bank or the Holding
Company for the resale of Holding Company stock received pursuant to the
reorganization.
Tax Considerations
Corporate Income Tax. After the reorganization, the Holding Company will
own at least 80% of the outstanding stock of the Bank. This will permit the
Holding Company to file a consolidated federal income tax return with the Bank.
The filing of a consolidated federal income tax return will permit the deduction
of any interest expense the Holding Company may incur as an expense against the
income of the Bank, and any dividend paid to the Holding Company by the Bank on
the shares of the Bank's capital stock held by the Holding Company would not be
taxable as income to the Holding Company. In addition, the ability to file a
consolidated federal income tax return may increase the cash flow available to
the Holding Company to meet its obligations. The State of Wisconsin does not
permit consolidated income tax returns.
The creation of the Holding Company creates a separate taxpayer under the
Code. The Holding Company, through its consolidated tax return with the Bank and
any other subsidiaries that may be formed or acquired in the future, will be
required to pay federal and state income taxes on its net income. Immediately
after the formation of the Holding Company, the principal income to the Holding
Company will be dividends from the Bank. Those dividends will not be taxable
income to the Holding Company as long as the Holding Company holds at least 80%
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<PAGE>
of the outstanding Bank stock. Therefore, until such time as the Holding Company
generates substantial income from sources other than Bank dividends, it is not
anticipated that it will incur any significant tax liability.
As a separate taxpayer, the Holding Company may incur a separate tax on any
liquidation of the Holding Company or on an acquisition of the Holding Company's
assets by a third party. Therefore, a liquidation of the Holding Company or a
sale of Bank stock by the Holding Company could generate a double-level tax, a
tax on the Holding Company and a tax on the Holding Company shareholders. A
double-level tax can be avoided, however, if the third party acquires the
Holding Company stock for cash or acquires Holding Company stock or Bank stock
in a tax-free reorganization.
Individual Income Tax. The Holding Company has been advised by its counsel,
Boardman, Suhr, Curry & Field LLP, Madison, Wisconsin, that as a result of the
transaction contemplated by the reorganization, for federal income tax purposes:
(i) no gain or loss will be recognized to the Bank shareholders on the
conversion of their shares of Bank stock into shares of Holding Company's common
stock; (ii) the income tax basis of the shares of Holding Company's common stock
in the hands of the Bank shareholders will be the same as their basis in the
shares of the Bank stock; and (iii) the holding period of the shares of Holding
Company's common stock in the hands of the Bank shareholders will include the
holding period of the shares of the Bank stock, provided the shares of the Bank
stock constituted a capital asset as of the time of the reorganization. A copy
of that opinion is attached hereto as Exhibit B (which opinion also includes
matters pertaining to corporate tax consequences of the reorganization). Counsel
is also of the opinion that the same treatment will apply for Wisconsin income
tax purposes.
The opinion is based on the following representations of the Holding
Company and Bank:
1. The fair market value of the Holding Company stock and other
consideration received by each Bank shareholder will be approximately equal to
the fair market value of the Bank stock surrendered in the exchange.
2. There is no plan or intention by the Bank shareholders who own one
percent (1%) or more of the Bank stock, and to the best of the knowledge of the
management of the Bank, there is no plan or intention on the part of the
remaining Bank shareholders to sell, exchange, or otherwise dispose of a number
of shares of Holding Company stock received in the transaction that would reduce
the Bank shareholders' ownership of Holding Company stock to a number of shares
having a value, as of the date of the transaction, of less than fifty percent
(50%) of the value of all of the formerly outstanding Bank stock as of the same
date. For purposes of this representation, shares of Bank stock exchanged for
cash or other property, surrendered by dissenters, or exchanged for cash in lieu
of fractional shares of Holding Company stock will be treated as outstanding
Bank stock on the date of the transaction. Moreover, shares of Bank stock and
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<PAGE>
shares of Holding Company stock held by Bank shareholders and otherwise sold,
redeemed or disposed of prior or subsequent to the transaction will be
considered in making this representation.
3. New American National Bank-Fox Cities ("New Bank"), as the surviving
corporation, will acquire at least ninety percent (90%) of the fair market value
of the net assets and at least seventy percent (70%) of the fair market value of
the gross assets held by the Bank immediately prior to the transaction. For
purposes of this representation, amounts paid by the Bank to dissenters, amounts
paid by the Bank to shareholders who receive cash or other property, Bank assets
used to pay its reorganization expenses, and all redemptions and distributions
(except for normal dividends) made by the Bank immediately preceding the
transfer will be included as assets of the Bank immediately prior to the
transaction.
4. Prior to the transaction, the Holding Company will be in control of the
New Bank within the meaning of Section 368(c) of the Code.
5. Following the transaction, the New Bank will not issue additional shares
of its stock that would result in the Holding Company losing control of the New
Bank within the meaning of Section 368(c) of the Code.
6. The Holding Company has no plan or intention to reacquire more than
fifty percent (50%) any of its stock issued in the transaction.
7. The Holding Company has no plan or intention to liquidate the New Bank,
to merge the New Bank with and into another bank or corporation, to sell or
otherwise dispose of the stock of the New Bank, or to cause the New Bank to sell
or otherwise dispose of any of the Bank's assets acquired in the transaction,
except for dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(c) of the Code.
8. The liabilities of the Bank assumed by the New Bank and the liabilities
to which the transferred assets of the Bank are subject, were incurred in the
ordinary course of Bank's business.
9. Following the transaction, the New Bank will continue the historic
business of the Bank or use a significant portion of Bank's business assets in a
business.
10. The Holding Company, Bank, New Bank, and the Bank's shareholders will
pay their respective expenses, if any, incurred in connection with the
transaction.
11. There is no intercorporate indebtedness existing between the Holding
Company and the Bank or between the New Bank and the Bank which was issued,
acquired or will be settled at a discount.
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12. No two parties to the transaction are investment companies as defined
in Section 368(1)(2)(F)(iii) and (iv) of the Code.
13. The Bank is not under the jurisdiction of a court in a Title 11
(bankruptcy) or similar case.
14. The fair market value of the assets of the Bank transferred to the New
Bank will equal or exceed the sum of the liabilities assumed by the New Bank,
plus the liabilities, if any, to which the transferred assets are subject.
15. No stock of New Bank will be issued in the transaction.
Based on these representations, legal counsel is of the opinion that, under
current law,
(1) The proposed merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(D) of
the Code and Chapter 71 of the Wisconsin Statutes. The reorganization
will not be disqualified by reason of the fact that Holding Company
common stock is used in the transaction. (Section 368(a)(2)(D) of the
Code.)
(2) No gain or loss will be recognized to the Bank on the transfer of
substantially all of its assets to the New Bank in exchange for
Holding Company common stock and the assumption by the New Bank of the
liabilities of the Bank.
(3) No gain or loss will be recognized to the Holding Company or the New
Bank upon the receipt by the New Bank of substantially all of the
assets of the Bank in exchange for the Holding Company common stock
and the assumption by the New Bank of the liabilities of the Bank.
(4) The basis of the Bank assets in the hands of the New Bank will be the
same as the basis of those assets in the hands of the Bank immediately
prior to the proposed transaction.
(5) The holding period of the assets of the Bank in the hands of the New
Bank will include the period during which such assets were held by the
Bank.
(6) The basis of the New Bank stock in the hands of the Holding Company
will be increased by an amount equal to the basis of the Bank assets
acquired by the New Bank in the transaction, and will be decreased by
the amount of liabilities of the Bank assumed by the New Bank and the
amount of liabilities to which the acquired assets of the Bank are
subject.
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(7) No gain or loss will be recognized by the shareholders on the exchange
of their Bank common stock for Holding Company common stock; provided,
however, that no opinion is expressed with respect to Bank
shareholders who dissent from the transaction and receive cash for
their Bank stock.
(8) The income tax basis of the Holding Company common stock to be
received by the shareholders will be the same as the basis of the Bank
common stock surrendered in exchange.
(9) The holding period of the Holding Company common stock to be received
by the shareholders will include the period during which the Bank
common stock surrendered in exchange was held, provided that the Bank
common stock is held as a capital asset on the date of the exchange.
No tax rulings from the Internal Revenue Service have been obtained, and
the opinion of counsel will not be binding on the Internal Revenue Service.
Therefore, shareholders may find it advisable to consult their own counsel as to
the specific tax consequences to them under the federal tax laws, as well as any
consequences under applicable state or local tax laws.
Shareholders who exercise dissenter's rights and receive cash for their
Bank stock should be aware that the transaction will be a taxable transaction
for federal and state income tax purposes, and those shareholders are urged to
consult their tax advisors to determine the tax consequences to them under the
federal tax laws, as well as any consequence under applicable state or local tax
laws. The opinion of counsel attached as Exhibit B does not pertain to cash
payments received pursuant to the reorganization.
Securities Regulation
The offer to enter into this reorganization is not being made to (nor can
it be accepted from or on behalf of) holders of Bank stock in any jurisdiction
in which the making of the offer or the acceptance thereof would not be in
compliance with the securities laws of such jurisdiction. The Holding Company is
not, and shall not be, obligated to acquire any shares of Bank stock, or issue
or deliver any shares of its common stock, in any jurisdiction in which the
agreement to do so would not be in compliance with the securities laws of such
jurisdiction. However, the Holding Company, at its discretion, may take such
action as it may deem necessary or desirable to comply with the securities laws
of any such jurisdiction.
This transaction may be registered in certain states, according to the laws
of those states. No securities commissioner, securities department, or similar
office of any state has approved or disapproved the Holding Company stock to be
issued in the reorganization or has passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary may be a criminal offense.
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<PAGE>
Expenses of Reorganization
If the reorganization is consummated, the Holding Company and the Bank will
assume and pay their respective costs and expenses, if any, incurred in
connection with the reorganization. If the reorganization is not consummated,
all costs and expenses will be paid by the Bank. It is estimated that those
costs and expenses will be approximately $15,000.
RIGHTS OF DISSENTING SHAREHOLDERS OF THE BANK
Subsections 215a(b), (c), and (d) of the United States Code, the full text
of which is attached hereto as Exhibit C, set forth the procedure to be followed
by any shareholder of Bank who wishes to dissent from the reorganization and
obtain the value of his or her shares of Bank stock in cash in lieu of Holding
Company stock pursuant to the reorganization. Shareholders should refer to
Exhibit C because the following description does not purport to be a complete
summary of those subsections.
In order to exercise such dissenter's rights, a Bank shareholder (1) must
either vote against the reorganization at the special meeting of shareholders or
give written notice to an officer of the Bank at or before the special meeting
of shareholders that he or she dissents from the reorganization, and (2) must
make a written request to the Bank within 30 days after the consummation of the
reorganization to receive the value of his or her shares, and that written
request must be accompanied by the surrender of his or her Bank stock
certificates. The written request should be addressed to: David L. Blohm,
President, American National Bank-Fox Cities, 2200 North Richmond Street,
Appleton, Wisconsin 54911. The law does not provide for a dissent with respect
to less than all of a dissenting shareholder's shares.
After receipt by the Bank of a timely request for payment, the law provides
for an appraisal of the shares held by the dissenters. The value of those shares
is to be determined by a committee of three persons, one selected by the
dissenting shareholders, one selected by the directors of the Bank, and the
third selected by the two so chosen. The value determined by any two of the
three appraisers shall govern. The expense of appraisal is to be borne by the
Bank. If the value fixed by the committee is not satisfactory to a dissenting
shareholder he or she may, within five days after being notified of such value,
appeal to the Comptroller, who will then appoint an appraiser or appraisers for
reappraisal. The value of a dissenting Bank shareholder's shares as determined
by such appraisal, or reappraisal if such is performed, is final and binding and
will be paid by Bank as soon as practicable thereafter.
If a Bank shareholder properly exercises dissenter's rights, then as of the
Effective Date of the reorganization, all of the Bank stock owned by such
shareholder shall cease to represent any ownership rights in the Bank, and shall
be converted into the right to receive fair value for those shares, as required
by law.
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AMERICAN NATIONAL BANCORP, INC.
History, Business, and Properties
The Holding Company was incorporated as a Wisconsin business corporation
under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin
Statutes, in April, 1998, at the direction of the management of the Bank. The
Holding Company was formed to acquire the Bank stock and to engage in business
as a bank holding company under the Act. A true and correct copy of the Restated
Articles of Incorporation of the Holding Company is attached as Exhibit D. A
copy of the Holding Company's Bylaws will be provided to any Bank shareholder
upon request.
The Holding Company is in the organizational and developmental stage, and
has no earnings or history of operation. The Holding Company has no employees,
no current business, and owns no property, except that the Holding Company will
own all of the stock of the New Bank immediately prior to the reorganization. It
has not issued any stock. It is not a party to any legal proceedings.
The Holding Company has no present plans to engage in any activities other
than as a holding company for the capital stock of the Bank, except that the
Holding Company may hold real estate presently owned by the Bank. That property
will be leased back to the Bank. The Holding Company's management, however,
believes that the opportunities available to a bank holding company for
diversification of its business and raising of capital cause the bank holding
company to be a more advantageous form of operation than a bank. The Holding
Company may examine and may pursue opportunities from time to time that arise
for expansion of its operations and activities. See "THE REORGANIZATION -
Reasons for the Reorganization."
Management
The name, age and position of each of the Directors and executive officers
of the Holding Company are as follows:
Name Age Position
- ---- --- --------
Shirley M. Bender-Gehrt..................... 63 Director
David L. Blohm.............................. 44 Director/President
Marshal T. Gorwitz.......................... 44 Director
James A. Hartzheim.......................... 56 Director
John A. Hennessy............................ 69 Director/Chairman
Vivian R. Huth.............................. 69 Director/Secretary
Erwin C. Johnson............................ 63 Director
Gilbert F. Mueller, Jr...................... 69 Director
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Name Age Position
- ---- --- --------
Larry L. Rice............................... 49 Director
Douglas D. Salmon........................... 58 Director
Gerald G. VanDynHoven....................... 43 Director
Martin V. Werner............................ 71 Director
A description of the business background of each of the directors and named
executive officers is set forth on pages 20-22. Each of the directors and
executive officers named has had the same principal occupation or employment for
the past five years. Each of the directors and executive officers named has
served in the capacity listed above since the incorporation of the Holding
Company in April 1, 1998. The initial term of office for Mr. Werner, Ms. Huth,
Mr. Hennessy and Mr. Blohm is one year; for Mr. Mueller, Ms. Bender-Gehrt, Mr.
Salmon and Mr. VanDynHoven is two years; and for Mr. Rice, Mr. Hartzheim, Mr.
Gorwitz and Mr. Johnson is three years. Thereafter, the term of office for all
directors shall be three years. The term of office for each of the executive
officers named is one year.
Principal Shareholders
After the reorganization, the persons beneficially owning 5% or more of
Holding Company common stock will be the same persons who currently own 5% or
more of the Bank Stock. The directors and executive officers of the Holding
Company will beneficially own the same amount of stock of the Holding Company as
they presently own of the Bank. See "AMERICAN NATIONAL BANK-FOX CITIES -
Principal Shareholders."
Description of Holding Company's Common Stock
The Holding Company's authorized capital stock consists of 200,000 shares,
all of one class, designated as common stock, none of which shares, as of the
date hereof, is issued or out standing. The maximum number of shares of the
Holding Company's common stock which will be issued to the holders of Bank
stock, upon the terms and subject to the conditions of the reorganization, is
75,580 shares.
David L. Blohm has an option to purchase 1,780 shares of Bank common stock
at a price of $55.00 per share. That option must be exercised by June 30, 1999.
Furthermore, Lon W. Rupnow has an option to purchase 100 shares of Bank common
stock at a price of $70.00 per share. This option must be exercised by December
31, 1999. After the formation of the Holding Company, those option agreements
will be revised so that Mr. Blohm and Mr. Rupnow receive shares of Holding
Company common stock instead of Bank common stock.
The Holding Company currently has no plans to sell, distribute, or
otherwise issue the remaining 122,540 shares of authorized but unissued stock.
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The excess 122,540 shares have been authorized at this time to provide the
Holding Company with greater flexibility to expand or diversify its business in
the future.
For more information about the Holding Company's common stock, see
"COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK."
Executive Compensation
Since its incorporation, the Holding Company has not paid any remuneration
to any of its directors or executive officers, to date has not proposed
remuneration to be made in the future to any of its directors or executive
officers, and to date has not established standards or other arrangements by
which its directors are compensated for services as directors, including any
additional amounts payable for committee participation or special assignments.
No profit-sharing plan or any other benefit plan exists or is contemplated for
the Holding Company. No change in the compensation or benefits to the Bank
employees is contemplated by reason of the Holding Company formation.
Transactions with Related Parties
The Holding Company has not engaged in any transactions or entered into any
contracts with any of its directors or officers. No such transactions or
contracts are anticipated at this time by the Holding Company.
Certain Anti-Takeover and Indemnification Provisions
The Holding Company's Restated Articles of Incorporation give the Holding
Company a right of first refusal to purchase shares of its stock at a price and
on the terms and conditions offered to a shareholder by a prospective purchaser.
Transactions with a shareholder's spouse and stock pledges are permitted
(although the stocks so transferred or pledged remain subject to the right of
first refusal). The right of first refusal may limit a shareholder's ability to
sell shares to purchasers other than the Holding Company. In addition, the right
of first refusal may reduce the likelihood of another buyer obtaining control of
the Holding Company through the acquisition of large blocks of holding company
stock. The Articles also prevent a shareholder from transferring stock, without
the prior written consent of the Holding Company, to any person that is not
eligible to be a shareholder of an S Corporation under Section 1361(b) of the
Internal Revenue Code, as amended. See "COMPARISONS OF BANK STOCK WITH HOLDING
COMPANY STOCK - Market for the Stock."
The Holding Company's Restated Articles contain certain other provisions
that may have an effect of delaying, deferring or preventing a change in control
of the Company. The Articles provide that the Board of Directors shall consist
of three classes of directors, each serving for a three-year term ending in a
successive year. This provision may make it more difficult to effect a takeover
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of the Holding Company because an acquiring party would generally need two
annual meetings of shareholders to elect a majority of the Board of Directors.
The Articles also require the affirmative vote of seventy-five percent (75%) of
the outstanding shares of voting stock to approve certain fundamental changes
such as mergers or consolidations of the Holding Company or the sale or lease of
all or substantially all of the Holding Company's assets, unless such changes
have received advance approval of seventy-five percent (75%) of the Company's
directors, in which case the required vote is a majority.
The Restated Articles of Incorporation also provide that the Holding
Company is subject to the provisions of Sections 180.1130 to 180.1132 of the
Wisconsin Business Corporation Law, relating to shareholder approval of certain
business combinations only if the supermajority vote requirement is not
applicable. Under these provisions, a business combination between the holding
company and a significant shareholder (a shareholder who owns ten percent (10%)
or more of the outstanding shares of the Holding Company stock) requires the
approval of eighty percent (80%) of the outstanding shares and two-thirds
(66.67%) of the disinterested shareholders. These provisions seek to insure that
minority shareholders who do not tender their shares in a first step tender
offer receive a "fair price" for their shares in a subsequent second step or
freeze-out merger after the bidder has gained control of the Holding Company.
These voting requirements do not apply if the value received by each shareholder
is at least equal to the highest of the highest per share price received by any
other shareholder selling stock to the significant shareholder either in the
transaction in which that shareholder became a significant shareholder or within
two (2) years before the date of the second step transaction or the mark value
per share on certain dates specified in the statute. Also, the consideration
received by the shareholder in the second step must be cash or in the same form
as the significant shareholder previously paid for shares of the Holding
Company. See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Voting
Rights."
The Holding Company's Restated Articles of Incorporation further provide
that the provisions of the Articles establishing the Holding Company's
classified board of directors, establishing additional voting requirements, and
giving the Holding Company a right of first refusal to purchase its stock and
the right to prior consent before a transfer of stock is made to a person not
eligible to be a shareholder of an S Corporation under Section 1361(b) of the
Code, may be amended only by the affirmative vote of not less than seventy-five
percent (75%) of the outstanding shares of voting stock of the Holding Company.
See "COMPARISON OF BANK STOCK WITH HOLDING COMPANY STOCK - Voting Rights."
By contrast with the Holding Company, the Bank is not subject to
anti-takeover provisions in its Articles of Incorporation, Bylaws, or under
applicable banking law.
As set forth in Sections 180.0850 through 180.0859 of the Wisconsin
Statutes, the Bylaws of the Holding Company require that the Holding Company
indemnify a person from all reasonable expenses and liabilities asserted
against, incurred by, or imposed on that person in any proceeding to which he or
she is made or threatened to be made a party by reason of being or having been
an officer or director of the Holding Company. Indemnification will not be made
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if the person breached a duty to the Holding Company in one of the following
ways: (a) a willful failure to deal fairly with the Holding Company in a matter
involving a conflict of interest; (b) a violation of criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a transaction
from which the person derived improper personal profit; or (d) willful
misconduct. The right to indemnification includes, in some circumstances, the
right to receive reimbursement of costs and expenses in such a proceeding as
they are incurred.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be available to directors and officers of the Holding
Company pursuant to the foregoing provisions of its Bylaws, or otherwise, the
Holding Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act.
The Holding Company may purchase insurance against liabilities asserted
against its directors, officers, employees, or agents whether or not it has the
power to indemnify them against such liabilities under the provisions of its
Bylaws or pursuant to applicable law. Indemnification insurance for directors,
officers, employees, and agents of the Holding Company has not been purchased
either by such persons or by Holding Company.
AMERICAN NATIONAL BANK-FOX CITIES
History, Business, and Properties
The Bank was chartered by the Comptroller of the Currency in 1993. The Bank
offers comprehensive banking services to the residential, commercial,
industrial, and agricultural areas that it serves. Services include
agricultural, commercial, real estate and personal loans; checking, savings, and
time deposits; and other customer services, such as safe deposit facilities. The
Bank's loan portfolio, as of December 31, 1997, consisted of approximately 2%
consumer loans, 77% commercial loans and 21% real estate loans.
The general banking business in the State of Wisconsin is characterized by
a high degree of competition. The principal methods of competition among
commercial banks are price, including interest rates paid on deposits, interest
rates charged on borrowings, and fees charged, and service, including
convenience and quality of service rendered to customers. In addition to
competition among commercial banks, banks face significant competition from
non-banking financial institutions, including savings and loan associations,
credit unions, small loan companies, and insurance companies.
There are 8 other commercial banks, 10 savings banks and 8 credit unions
with offices located in Appleton. The Bank's competition comes from those
institutions and others located near Appleton. Insurance companies, mortgage
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bankers, and brokerage firms provide additional competition for certain banking
services. The Bank also competes for interest bearing funds with issuers of
commercial paper and other securities, including the United States Government.
There are no pending or threatened legal proceedings known to the Bank
that, in the opinion of the directors and officers of the Bank, may be
materially adverse to the Bank's financial condition, business, or operations.
There are no material pending or threatened legal proceedings known to the Bank
in which any director, executive officer, or affiliate of the Bank (or any
associate of any of them) has a material interest that is adverse to the Bank.
The Bank's principal banking office is located at 2200 North Richmond
Street, Appleton, Wisconsin, in a facility owned by the Bank and built in 1993.
On December 31, 1997, the Bank's staff included 5 officers and 9 full-time and 2
part-time employees. There are approximately 198 shareholders of the Bank.
A critical issue has emerged in the banking industry and for the economy
overall regarding how existing application software programs and operating
systems can accommodate the date value for the year 2000. Many existing
application software products in the marketplace were designed only to
accommodate a two digit date position which represents the year (e.g., "98" is
stored on the system and represents the year 1998). As a result, the year 1999
(i.e. "99") could be the maximum date value these systems will be able to
accurately process. Bank management has contacted software and hardware vendors
and has established target dates for Year 2000 compliance. The Bank has also
begun upgrading its internal computer systems and estimates that upgrades to the
hardware system will be completed by October 1998. The software system is Year
2000 compliant and non-Year 2000 upgrades to the software system will be
completed by June 2000. The Bank has also contacted its commercial loan
customers about this issue and has urged them to upgrade their own computer
systems. The Bank has developed a contingency plan in the event its computer
systems are unable to adequately address this problem. Bank management
anticipates that the cost of replacing the software and hardware will be about
$65,000. Bank management anticipates it will cost an additional $15,000 to
$20,000 for further upgrades. Bank management does not believe that these
expenditures will have a material impact on the Bank's financial condition.
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Management
The name, age and position of each of the Directors and executive officers
of the Bank are as follows:
Name Age Position
- ---- --- --------
Shirley M. Bender-Gehrt..................... 63 Director
David L. Blohm.............................. 44 Director/President, CEO
Marshal T. Gorwitz.......................... 44 Director
James A. Hartzheim.......................... 56 Director
John A. Hennessy............................ 69 Director/Chairman
Vivian R. Huth.............................. 69 Director/Secretary
Erwin C. Johnson............................ 63 Director
Gilbert F. Mueller, Jr...................... 69 Director
Paul Northway............................... 29 Assistant Vice President
Larry L. Rice............................... 49 Director
Lon W. Rupnow............................... 43 Vice President
Douglas D. Salmon........................... 58 Director
Gerald G. VanDynHoven....................... 43 Director
Gerry L. Vanden Huevel...................... 43 Assistant Vice President,
Cashier
Martin V. Werner............................ 71 Director
The term of office for all directors is one year. The directors are elected
at the annual meeting of the shareholders of the Bank. All executive officers
are appointed to their respective positions for a one year period by the board
of directors at the annual meeting of the Bank.
Business Background of Directors and Executive Officers
Shirley M. Bender-Gehrt (Director): A former owner of Tri-City Glass, Inc. in
Appleton, Ms. Bender-Gehrt is involved in the International Association of Clear
Thinking (IACT).
David L. Blohm (Director, President, CEO): Mr. Blohm holds degrees in Accounting
and Finance from U.W. Madison. He has twenty years of banking experience
including the past four years at the Bank. This is his second year as President
and CEO of the Bank.
Marshal T. Gorwitz (Director): Mr. Gorwitz is a certified public accountant with
four years of small business experience in public accounting and fifteen years'
experience as Controller for a real estate development company. He holds degrees
in accounting and economics.
James A. Hartzheim (Director): Mr. Hartzheim is a former owner of Appleton Auto
Mart and a former owner and President of Appleton Neon & Sign Co., Inc. Mr.
Hartzheim is the current President of Hartzheim Properties, Inc.
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John A. Hennessy (Director, Chairman): Mr. Hennessy is the former President and
CEO of Valley Northern Bank, Appleton and the former President and CEO of Valley
Bank, Shawano. Mr. Hennessy was an organizer and former President/CEO of
American National Bank-Fox Cities. He has forty-three years of commercial
banking experience.
Vivian R. Huth (Director, Secretary): Ms. Huth is the manager of Kampo
Warehousing and Building Systems, and is responsible for leasing, accounting and
management of various properties held by the company and its subsidiaries
throughout the region.
Erwin C. Johnson (Director): Mr. Johnson holds a degree in business from the
University of Wisconsin-Madison and has been a certified public accountant for
thirty-seven years. He is a retired partner and shareholder of the regional
public accounting firm of Schenck & Associates, S.C.
Gilbert F. Mueller, Jr. (Director): Dr. Mueller was a practicing general and
vascular surgeon in Appleton from 1962 to 1990. He is the co-founder of Fox
Valley Surgical Associates and has served as the medical consultant for
Community Bio-Resources, Inc. from 1992 to the present.
Paul Northway (Assistant Vice President): Mr. Northway joined the bank in 1995
and is currently Assistant Vice President. He has over seven years of financial
services experience. Mr. Northway earned a B.S. degree in Business
Administration from the University of Wisconsin-Green Bay in 1990 and a M.B.A.
degree from University of Wisconsin-Oshkosh in 1997.
Larry L. Rice (Director): Mr. Rice is the CEO of Rice Health Care Facilities,
Inc. where his responsibilities include construction, planning, contract
negotiation and determining capital and equipment needs.
Lon W. Rupnow (Vice President): Mr. Rupnow has been employed by the Bank since
1997. He was previously employed as a credit analyst and commercial loan officer
with another bank. He is a 1985 graduate of the University of Wisconsin-Oshkosh
with a B.B.A. degree.
Douglas D. Salmon (Director): Mr. Salmon is an owner of United Financial Group,
Inc., an apartment development and management firm in Appleton, Wisconsin, and
has other diversified business investments.
Gerald G. VanDynHoven (Director): Mr. VanDynHoven is the owner of VanDynHoven,
Inc., a full-service auto dealership. Mr. VanDynHoven graduated with a degree in
accounting from the University of Wisconsin-Madison. He worked as an auditor for
a big-eight accounting firm prior to joining VanDynHoven, Inc.
Gerry L. Vanden Huevel (Assistant Vice President, Cashier): Ms. Vanden Huevel
has twelve years of banking experience in positions including accounting,
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operations, data processing and customer service. She is currently Assistant
Vice President and Cashier of the Bank. Prior to her banking experience, she had
six years of retail sales experience.
Martin V. Werner (Director): Mr. Werner has thirty-four years of banking
experience in areas including auditing, investments, marketing and lending. He
is active in many community organizations including the Board of Trustees of the
Appleton Cemetery Association, Inc. He is a graduate of the University of
Wisconsin Graduate School of Banking.
Executive Compensation
The following tables outline the annual compensation and estimated annual
benefits payable upon retirement to Mr. Blohm for services rendered in his
capacity as President of the Bank:
Summary Compensation Table
--------------------------
Name and Principal Position Year Salary($)(1) Bonus ($) Other ($)(2)
- --------------------------- ---- ------------ --------- ------------
David L. Blohm, President/CEO 1997 $74,523.12 $5,383.85 $2,369.40
1996 $70,186.24 $5,836.75 $2,278.20
1995 $65,508.00 $5,000.00 $188.04
(1) "Salary" includes 401(k) contributions made by the Bank on behalf of Mr.
Blohm and an automobile provided to Mr. Blohm by the Bank.
(2) Bank-paid portion of health and life insurance.
The following table summarizes the number and value of unexercised options
to purchase shares of Common Stock held at December 31, 1997 by Mr. Blohm. Mr.
Blohm did not exercise any options in 1997.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal-Year-End Option Values
-----------------------------------------------
Number of Value of
Securities Unexercised In-
Underlying Unexer- the-Money Options
cised Options at at Fiscal Year-End
Shares Value Fiscal Year-End (#) ($)(1)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- ---------- ------------- --------- ------------------- ------------------
David L. 0 0 1,780/0 $53,400/0
Blohm
(1) Value of unexercised in-the-money options is equal to the difference
between the FMV of the securities underlying the options at December 31,
1997, and the exercise price of the options multiplied by the number of
shares subject to options.
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Director Compensation
Directors are paid $150 for each regular meeting of the board of directors
of the Bank. Directors are paid $50 for each committee meeting.
Board Review of Management Compensation
The entire board of directors reviews and determines the compensation for
the officers of the Bank. The executive officers that are members of the board
of directors and thus participate in the decisions concerning compensation are
David L. Blohm and John A. Hennessy.
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Principal Shareholders
The following table sets forth certain information regarding the beneficial
ownership of the Bank's common stock as of March 31, 1998, by (i) each person
who is known to the Bank to own beneficially more than five (5%) of the Bank's
outstanding stock; (ii) each of the Bank's Directors; (iii) each of the Bank's
executive officers; and (iv) all Directors and executive officers of the Bank as
a group.
Number of Shares Percentage of Shares
Name(1) Beneficially Owned(2) Beneficially Owned
- ------- --------------------- --------------------
Shirley M. Bender-Gehrt............ 729 *
David L. Blohm..................... 220 *
Marshal T. Gorwitz(3).............. 418 *
James A. Hartzheim................. 208 *
John A. Hennessy................... 400 *
Vivian R. Huth(4).................. 497 *
Erwin C. Johnson................... 208 *
Gilbert F. Mueller, Jr.(5)......... 2,184 2.9%
Paul Northway...................... 40 *
Larry L. Rice...................... 6,531 8.6%
Lon W. Rupnow...................... 100 *
Douglas D. Salmon.................. 6,671 8.8%
Gerald G. VanDynHoven(6)........... 742 *
Gerry L. Vanden Huevel............. 100 *
Martin V. Werner................... 100 *
Directors and executive officers
as a group......................... 19,148 25.3%
Jon D. McMurtrie(7)................ 6,671 8.8%
Otis and Ferill Rice(8)............ 6,721 8.9%
* Less than one percent (1%).
(1) The address of each Director and executive officer is 2200 North Richmond
Street, Appleton, Wisconsin 54911.
(2) Based on the number of shares outstanding at March 31, 1998.
(3) Includes 400 shares of Bank stock held in an IRA account at Delaware
Charter Guarantee for Mr. Gorwitz's benefit.
(4) Includes 497 shares of Bank stock held by a trust for which Ms. Huth and
her spouse, Donald Huth, act as trustees.
(5) Includes 1,184 shares of Bank stock held by a trust for which Mr. Mueller
and his spouse, Barbara, act as trustees. Also includes 1,000 shares of
Bank stock held in an IRA account at Dain Bosworth.
(6) Includes 42 shares of Bank stock held by JVDH Enterprises of which Mr.
VanDynHoven is the owner.
(7) Mr. McMurtrie's address is 125 E. First Street, Appleton, Wisconsin 54911.
(8) The Rices' address is 302 Pheasant Run, Kaukauna, Wisconsin 54130.
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Description of the Stock of the Bank
As of the date hereof, the Bank is authorized to issue 75,808 shares of
common stock, all of one class, of which 75,580 shares are issued and
outstanding. David L. Blohm has an option to purchase 1,780 shares of Bank
common stock at a price of $55.00 per share. This option must be exercised by
June 30, 1999. Lon W. Rupnow has an option to purchase 100 shares of Bank common
stock at a price of $70.00 per share. This option must be exercised by December
31, 1999. After the formation of the Holding Company, the option agreements will
be revised so that Mr. Blohm and Mr. Rupnow receive shares of Holding Company
common stock instead of Bank common stock. The Bank has approximately 198
shareholders of record. For further information about the stock, see "COMPARISON
OF BANK STOCK WITH HOLDING COMPANY STOCK."
Transactions with Related Parties
The Bank has had in the ordinary course of business, and will continue to
have in the future, banking transactions such as personal and business loans
with its directors, officers, and/or the owners of more than ten percent of the
Bank stock. Such loans are now and will continue to be on the same terms,
including collateral and interest rate, as those prevailing at the same time for
comparable transactions with others of similar credit standing and do not and
will not in the future involve more than normal risks of collectibility or
present other unfavorable features.
At no time during 1995, 1996 and 1997 did or has the maximum aggregate
direct and indirect extensions of credit to such persons and to such businesses
in which such persons are interested, as a group, exceed ten percent (10%) of
the Bank's capital. From time to time, the Bank has entered into nonbanking
business transactions with entities with which some of its directors are
affiliated. Those transactions have been at arm's length and have been at
competitive prices.
Indemnification of Directors and Officers
Wisconsin law governing indemnification of the Bank's directors, officers,
and employees is substantially similar to the law governing indemnification of
the Holding Company's directors, officers, and employees. For a brief discussion
of that law, see "AMERICAN NATIONAL BANCORP, INC. - Indemnification of Directors
and Officers and Certain Anti-takeover Provisions."
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, and controlling
persons of the Bank pursuant to the foregoing provisions, or otherwise, the Bank
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act.
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The Bank has purchased insurance insuring the Bank, its directors and
officers, against liabilities asserted against its directors and officers
subject to certain conditions and limitations. Expenses of an officer or
director in such a proceeding may be advanced based upon her or his agreement to
repay such expenses if it is determined that he or she is not entitled to
indemnification. If the officer or director is successful on the merits his
expenses shall be paid; otherwise indemnification can only be made upon a
showing that he or she met the applicable standard of conduct as determined by a
court, a quorum of disinterested directors, by independent legal counsel, or by
the shareholders.
Shares of the Stock Owned or Controlled by Management
As of the date hereof, the executive officers and directors of the Bank own
or control, directly or indirectly, 19,148 shares of the stock, or 25.3% of the
total Bank stock outstanding. To the knowledge of the Holding Company no person
above named has any material interest in the transaction proposed by the
reorganization, direct or indirect, other than in their status as shareholders.
Recommendation of the Bank's Board of Directors
The Board of Directors of the Bank recommends that all shareholders vote to
approve the reorganization. The decision of the Board of Directors of the Bank
to recommend the reorganization to the shareholders is based on their belief
that the Bank's affiliation with the Holding Company is in the best interest of
the Bank and its shareholders.
Such belief is based on a number of factors, including recent and
historical transactions in the Bank's capital stock, the Board of Directors'
knowledge of the business, operations, properties, assets, earnings and
prospects of the Bank, and the advantages provided by a holding company
corporate organizational structure. The Board of Directors of the Bank did not
attach a relative weight to the factors it considered in reaching its decision,
but considering all factors made the determination to recommend the
reorganization to the shareholders. See "THE REORGANIZATION - Reasons for the
Reorganization."
FINANCIAL INFORMATION
Financial statements, prepared in accordance with generally accepted
accounting principles and dated December 31, 1997, accompany this Prospectus.
26
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COMPARISON OF BANK STOCK
WITH HOLDING COMPANY STOCK
Authorized Shares
The Bank is authorized to issue 75,808 shares of capital stock, all of one
class, designated as common stock. Of those 75,808 shares, 75,580 shares are
issued and outstanding. The Holding Company is authorized to issue 200,000
shares of capital stock, all of one class, designated as common stock. No
Holding Company stock has been issued. Either the Bank or the Holding Company
could increase the amount of authorized stock at any time by an amendment to its
Articles of Incorporation approved by its shareholders.
The Holding Company will issue less than the full amount of its 200,000
authorized shares in the reorganization. The Holding Company has no specific
plans at this time regarding the sale or distribution of any authorized but
unissued shares. However, if the Holding Company issues more stock in the
future, the value of the stock held by existing shareholders may be diluted.
Voting Rights
Each share of Bank stock has one vote on all matters presented to the
shareholders of the Bank. Each act by the shareholders of the Bank requires a
majority vote, except as otherwise provided by law. Bank shareholders are
entitled to cumulative voting in the election of directors.
Each share of Holding Company stock has one vote on all matters presented
to the shareholders of the Holding Company. Generally, each act by the
shareholders of the Holding Company requires a majority vote, except as
otherwise provided by law. A vote of seventy-five percent (75%) of the shares is
required to approve any formal share exchange, sale of substantially all of the
assets or merger of the Holding Company unless the transaction has been approved
by seventy-five (75%) of the directors. Amendments to Article 5 of the Holding
Company's Restated Articles of Incorporation require a vote of seventy-five
percent (75%) of the shares outstanding. Holding Company shareholders are not
entitled to cumulative voting in the election of directors.
There are some differences in the voting requirements imposed by the
federal banking laws which govern the Bank as compared to the Wisconsin general
corporate laws which govern the Holding Company. For example, under federal
banking law, a shareholder vote of two-thirds of the outstanding Bank stock is
required to approve a Bank merger. Under the Wisconsin Business Corporation Law,
however, a vote of the majority of the outstanding Holding Company stock can
approve a Holding Company merger. Additionally, under the Wisconsin Business
Corporation Law, a vote of the majority of the outstanding Holding Company stock
27
<PAGE>
can amend the Holding Company's Restated Articles, whereas under federal banking
law, a two-thirds vote of shareholders is required to amend the Bank's articles
of association.
All of the directors of the Bank are elected at each respective annual
meeting. Currently, the shareholders of the Bank elect the Bank's Board of
Directors at the Bank's annual meeting of shareholders held on the 10th day of
April of each year or, if that date falls on a legal holiday in the state of
Wisconsin, the next banking day. Bank shareholders exercise direct control over
the Bank's affairs by election of the Bank's directors and by the right to vote
on other Bank matters from time to time. Bank directors may be removed by the
affirmative vote of a majority of the outstanding shares entitled to vote for
the election of such director, taken at a special meeting called for that
purpose.
If the proposed reorganization is consummated, the shareholders who receive
Holding Company stock will elect the Holding Company Board of Directors. The
Board of Directors of the Holding Company will initially consist of twelve
members. The Board will be divided into three classes as nearly equal in number
as possible. Each year the term of office of one class of directors will expire.
After initial terms of one, two and three years, respectively, successors to the
directors in that class will be elected at the annual meeting of shareholders
for a term of three years until the successors are duly elected and qualified.
No Holding Company directors may be removed, with or without cause, except by an
affirmative vote of seventy-five percent (75%) of the directors or of the
outstanding shares entitled to vote. Any vacancy occurring in the Board,
including a vacancy created by an increase in the number of Directors, may be
filled by an affirmative vote of a majority of the Directors then in office
until the next succeeding annual shareholders' meeting.
The officers of the Holding Company will be elected annually by the Holding
Company Board of Directors. The officers of the Holding Company will vote the
shares of Bank stock held by the Holding Company, and therefore will elect the
Bank Board of Directors, acting pursuant to the instructions of the Board of
Directors of the Holding Company.
There is no requirement that the boards of the Bank and of the Holding
Company be identical. Shareholders of the Holding Company will exercise direct
control over the Holding Company by election of the Holding Company directors
and by other voting rights, and therefore will exercise indirect control over
the Bank. The direct control of the Bank stock will be exercised by the Holding
Company Board of Directors, who are obligated to act in the best interests of
the Holding Company shareholders.
The Restated Articles of Incorporation also provide that the Holding
Company is subject to the provisions of Sections 180.1130 to 180.1132 of the
Wisconsin Business Corporation Law, relating to shareholder approval of certain
business combinations. Under these provisions, a business combination between
the holding company and a significant shareholder (a shareholder who
beneficially owns ten percent (10%) or more of the outstanding shares of the
Holding Company stock) requires the approval of eighty percent (80%) of the
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<PAGE>
outstanding shares of the significant shareholders and two-thirds (66.67%) of
the remaining shareholders. These provisions seek to insure that minority
shareholders who do not tender their shares in a first step tender offer receive
a "fair price" for their shares in a subsequent second step or freeze-out merger
after the bidder has gained control of the Holding Company. These voting
requirements do not apply if the value received by each shareholder is at least
equal to the highest of the highest per share price received by any other
shareholder selling stock to the significant shareholder either in the
transaction in which that shareholder became a significant shareholder or within
two (2) years before the date of the second step transaction or the mark value
per share on certain dates specified in the statute. Also, the consideration
received by the shareholder in the second step must be cash or in the same form
as the significant shareholder previously paid for shares of the Holding
Company.
Dividends
The Bank has paid cash dividends on its common stock since 1997, and
expects to continue to pay dividends in the future. Recent dividends have been
as follows:
Dividend
Year Per Share
---- ---------
1997 $1.00
1998 $.50
It is the intention of the Board of Directors of the Holding Company to pay
cash dividends on its common stock at least annually. Substantially all of the
Holding Company's assets will consist of its investment in the Bank, and
immediately after the reorganization the availability of funds for dividends to
be paid by the Holding Company will depend primarily upon the receipt of
dividends from the Bank. Dividends of the Holding Company will also be dependent
on future earnings, the financial condition of the Holding Company and its
subsidiaries, and other factors.
Whether the dividends, if any, paid by the Holding Company in the future
will be equal to, less than, or more than the dividends paid by the Bank in the
past cannot be predicted. However, it is unlikely that dividends paid by the
Holding Company in the initial few years of operation would be significantly
larger than the dividends paid by the Bank in prior years, and such dividends
may not be as large. If the Holding Company incurs indebtedness, such as
expenses for the reorganization or a loan to purchase Holding Company stock,
Bank dividends received by the Holding Company will be applied toward that
indebtedness, at least in part, rather than be paid to Holding Company
shareholders as dividends from the Holding Company.
Under applicable national banking law, the Bank is restricted as to the
maximum amount of dividends it may pay on its common stock. A national bank may
not pay dividends except out of undivided profits. Additionally, a national bank
may not pay any dividend until an amount equal to at least 10% of net income for
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the preceding two consecutive half years has been transferred to surplus. Such
transfers are required until the surplus fund equals 100% of the bank's common
capital. A bank's ability to pay dividends may also be restricted in the event
that losses in excess of undivided profits have been charged against surplus and
in certain other circumstances. Federal regulators have authority to prohibit a
bank from engaging in any action deemed by them to constitute an unsafe or
unsound practice, including the payment of dividends. In addition to the
foregoing, Wisconsin business corporations such as the Holding Company are
prohibited by Wisconsin law from paying dividends while they are insolvent or if
the payment of dividends would render them unable to pay debts as they come due
in the usual course of business.
Market for the Stock
(a) In General: The Bank has approximately 198 shareholders of record. No
established public trading market exists for the Bank stock. No brokerage firm
regularly makes a market for the Bank stock. The stock is infrequently traded,
and the current market for the stock is limited. The Bank is prohibited by law
from purchasing its own shares except in limited circumstances.
Similarly, there will be no established public trading market for Holding
Company stock. Unlike the Bank, however, the Holding Company will generally be
able to purchase its own shares. In some circumstances, a bank holding company
may not purchase its own shares without giving prior notice to the Federal
Reserve Board. If the Holding Company desires to purchase as much as 10% (in
value) of its own stock in any 12-month period, it may be required in some
instances to obtain approval for so doing from the Federal Reserve Board. If
less than 10% is purchased, however, the Holding Company is restricted only by
sound business judgments, its prior commitments, and the consolidated financial
condition of the Holding Company and its subsidiaries. In no event may a
Wisconsin corporation purchase its own shares when the corporation is insolvent
or when such a purchase would make it insolvent. Although the Holding Company
may generally, in the Board's discretion, purchase shares of its stock, it is
not obligated to do so.
(b) Right of First Refusal: Pursuant to Article 5(C) of its Restated
Articles of Incorporation, the Holding Company shall have a right of first
refusal to purchase any shares of its stock at the price and on the terms and
conditions offered to any Holding Company shareholder by a prospective
purchaser. Shareholders should refer to Article 5(C) of the Articles, attached
as Exhibit D. The following description does not purport to be a comprehensive
statement of the terms of the Holding Company's right of first refusal.
(i) Summary of the Provision. The right of first refusal shall apply
to all sales, assignments, or dispositions of any right, title or interest in or
to Holding Company shares, whether voluntary or by operation of law, except for
(1) transactions between a shareholder and his or her spouse, and (2) any pledge
of Holding Company stock. Transferees in either of the transactions described in
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(1) or (2) shall be subject to the Holding Company's right of first refusal. The
Holding Company is not obligated to make any purchases of the Holding Company
stock, but may do so at the discretion of its Board of Directors.
In the event a shareholder (the "Selling Shareholder"), desires to dispose
of his or her shares of stock, or any portion thereof (the "Offered Shares"),
other than in a transaction of the type described in (1) or (2) above, without
first obtaining the written consent of the Holding Company, the Selling
Shareholder, first, shall give the Holding Company written notice of his or her
intent to do so, stating the identity of the proposed transferee of the Offered
Shares, the number of Offered Shares the Selling Shareholder proposes to
transfer, the proposed consideration for the Offered Shares and the other terms
and conditions of the proposed transfer of the Offered Shares. The Holding
Company shall have a right of first refusal to acquire all, but not less than
all, of the Offered Shares for the consideration and on the other terms and
conditions offered by the proposed transferee and as contained in the written
notice given to the Holding Company by the Selling Shareholder. The Holding
Company shall exercise its right to acquire the Offered Shares by giving written
notice to the Selling Shareholder, indicating the number of Offered Shares it
will acquire, within thirty (30) days following receipt of the written notice
from the Selling Shareholder. If the Holding Company does not exercise its
acquisition rights within that time period, the Selling Shareholder shall be
free for a period of thirty (30) days thereafter to transfer all of the Offered
Shares to the transferee identified in the written notice to the Holding
Company, at the same consideration and on the same terms and conditions set
forth in the notice. After giving notice of the intended transfer, the Selling
Shareholder shall refrain from participating as an officer, director or
shareholder of the Holding Company with respect to the Holding Company's
decision on whether or not to acquire the Offered Shares unless requested by the
other shareholders holding a majority of the Holding Company's outstanding
shares of capital stock, not including the shares held by the Selling
Shareholder. As a condition precedent to the effectiveness of any transfer of
Offered Shares, the transferee shall agree in writing to be bound by all of the
terms and conditions of the Holding Company's right of first refusal.
Each certificate representing shares of Holding Company stock shall bear a
legend in substantially the following form:
"The shares represented by this certificate and any sale, transfer, or
other disposition thereof are restricted under and subject to the
terms and conditions contained in Article 5 of the Corporation's
Restated Articles of Incorporation, a copy of which is on file at the
offices of the Corporation."
The provisions of the Holding Company's Restated Articles of Incorporation
relating to this right of first refusal may not be amended, altered or repealed
except by the affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of Holding Company stock.
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(ii) Potential Anti-takeover and Other Effects. The Holding Company's
right of first refusal may reduce the ability of third parties to obtain control
of the Holding Company. In particular, the Holding Company's right to match the
price offered by a prospective buyer might make acquisitions of large blocks of
Holding Company stock by other buyers more difficult. The right of first refusal
might also discourage tender offers, proxy contests, or other attempts to gain
control of the Holding Company through the acquisition of voting stock.
Shareholders who might support the takeover of the Holding Company in a given
situation could amend, alter or repeal the right-of-first-refusal provision only
by obtaining an affirmative vote of seventy-five percent (75%) of the issued and
outstanding shares.
Because of these effects, this provision may render removal of current
management by a new owner less likely. This could be the case whether or not
such removal would be beneficial to shareholders generally. Another overall
effect of the provision may be to limit shareholder participation in
transactions such as tender offers.
Whether the right of first refusal serves as an advantage to management or
to shareholders depends on the particular circumstances. In a hostile tender
offer, for example, members of management and shareholders who support the
present ownership may benefit from the provision, while shareholders desirous of
participating in the tender offer or removing management would be disadvantaged.
The Holding Company's Restated Articles of Incorporation contain provisions
having anti-takeover effects in addition to the right-of-first-refusal provision
described above. See "AMERICAN NATIONAL BANCORP, INC. - Certain Anti-Takeover
and Indemnification Provisions."
(iii) Reasons for the Right of First Refusal. The Boards of Directors
of the Holding Company and the Bank believe that giving the Holding Company a
right of first refusal to purchase shares of its stock is in the best interests
of the Holding Company and its shareholders and the Bank. One of the purposes of
forming a Holding Company for the Bank is to enable the Bank to continue under
local control. The proposed right of first refusal effectuates this purpose by
providing a mechanism for assuring local control of the Holding Company and the
Bank. The proposal is not the result of Bank management's knowledge of any
specific effort to obtain control of the Bank by means of a merger, tender
offer, solicitation in opposition to management or otherwise. Nevertheless, the
Boards of Directors are concerned that, without this provision, local control of
the Bank may not be achieved over the long term.
(c) Holding Company Consent: The Board of Directors is considering whether
to convert the Holding Company to an S Corporation as defined under Section 1361
of the Code. The Board has not made a final decision on this issue. Under
Section 1361(b)(1)(A) of the Code, an S Corporation may have no more than 75
shareholders. Moreover, Section 1361(b) of the Code limits the types of persons
or entities who may not be shareholders of an S Corporation. For these reasons,
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pursuant to Article 5(C) of the Holding Company's Restated Articles of
Incorporation, a shareholder may not transfer Holding Company stock, without the
prior written consent of the Holding Company, to any person that is not eligible
to be a shareholder of an S Corporation under Section 1361(b) of the Code, or
any successive provision of the Code in effect at the time of the proposed
transfer, or that would cause the Holding Company to have more than the maximum
permitted number of shareholders under Section 1361(b) of the Code or any
successor provision of the Code if, at the time of the proposed transfer, the
Holding Company is an S Corporation for the purposes of Section 1361 of the
Code. Shareholders should refer to Article 5(C) of the Restated Articles of
Incorporation, attached as Exhibit D. This provision may not be amended, altered
or repealed except by the affirmative vote of at least seventy-five percent
(75%) of the shares of Holding Company stock.
Value
As of March 31, 1998, the net tangible book value per share of the Bank
stock, according to the Bank's internal financial statements, was approximately
$66.35. Net tangible book value is the total shareholder's equity in the Bank
less intangible assets. Net tangible book value per share is determined by
dividing the net tangible book value of the Bank by the number of outstanding
shares of common stock. To the best knowledge of the Bank, there have been 30
different transfers of Bank stock, involving a total of 3,300 shares of Bank
stock, between January 1, 1996, and the date of this Prospectus.
The following is a listing of sales of Bank stock known to the Bank since
January 1996. Where no "Price Per Share" is stated, the price is not known to
the Bank.
Date Shares Price Per Share
----- ------ ---------------
1/30/96 50
5/15/96 266 $80.00
5/15/96 266 $80.00
5/15/96 266 $80.00
5/15/96 266 $80.00
5/15/96 200 $80.00
5/15/96 18 $80.00
5/15/96 84 $80.00
5/15/96 29 $80.00
5/15/96 42 $80.00
5/15/96 8 $80.00
5/15/96 47 $80.00
5/15/96 8 $80.00
5/15/96 50 $80.00
5/15/96 50 $80.00
5/23/96 100
7/10/96 100
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Date Shares Price Per Share
----- ------ ---------------
9/6/96 500 $75.00
2/10/97 10 $80.00
3/11/97 20 $80.00
4/13/97 15 $80.00
5/7/97 400 $75.00
6/19/97 200 $75.00
7/28/97 100 $90.00
4/1/98 25 $100.00
4/1/98 25 $100.00
4/1/98 25 $100.00
4/1/98 25 $100.00
4/14/98 100 $100.00
5/11/98 5 $100.00
If David L. Blohm and Lon Rupnow should exercise their options, the value
of all shares of the Holding Company held by existing shareholders will be
diluted by $0.29 per share. If the Holding Company issues more stock in the
future, the value of the stock held by existing shareholders may be further
diluted.
Other
(a) Liquidation Rights: Shareholders of the Bank and the Holding Company
are entitled to share pro rata in the net assets of the organization, after
payment of all liabilities, if the organization is ever liquidated.
(b) Preemptive Rights: Shareholders of the Bank have preemptive rights to
acquire additional shares of the organization that may be issued in the future.
Shareholders of the Holding Company will not have preemptive rights. Authorized
but unissued shares of Holding Company may be issued for cash or other
consideration on authorization of the Board of Directors for proper corporate
purposes.
(c) Conversion Rights: Neither the Bank stock nor the Holding Company stock
is convertible into any other security.
(d) Call: Neither the Bank stock nor the Holding Company stock is subject
to any call or redemption rights on the part of the organization.
(e) Assessability: All of the Bank and Holding Company stock issued or to
be issued is or will be fully paid and nonassessable, except as provided by law.
The Wisconsin Business Corporation Law imposes a statutory liability on
shareholders of every corporation up to an amount equal to the par value of
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their shares, and to the consideration for which their shares without par value
were issued, for all debts owing to employees of the corporation for services
performed for such corporation, but not exceeding six months' service in any one
case.
SUPERVISION AND REGULATION
General
Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of the Holding Company and the Bank can be affected not only by
management decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental
regulatory authorities including, but not limited to, the Federal Reserve Board,
the Federal Deposit Insurance Corporation ("FDIC"), the OCC, the Internal
Revenue Service, federal and state taxing authorities, and the Securities and
Exchange Commission (the "SEC"). The effect of such statutes, regulations and
policies can be significant, and cannot be predicted with a high degree of
certainty.
Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the scope
of business, investments, reserves against deposits, capital levels relative to
operations, the nature and amount of collateral for loans, the establishment of
branches, mergers, consolidations and dividends. The system of supervision and
regulation applicable to the Holding Company and the Bank establishes a
comprehensive framework for their respective operations and is intended
primarily for the protection of the FDIC's deposit insurance funds and the
depositors, rather than the shareholders, of the Bank.
The following references to material statutes and regulations affecting the
Holding Company and the Bank are brief summaries thereof and do not purport to
be complete, and are qualified in their entirely by reference to such statutes
and regulations. Any change in applicable law or regulations may have a material
effect on the business of the Holding Company and the Bank.
Banking Regulation
The Holding Company, if the reorganization is successful, will be a bank
holding company subject to the supervision of the Board of Governors of the
Federal Reserve System under the Bank Holding Company Act of 1956, as amended
(the "Act"). In accordance with Federal Reserve Board policy, the Holding
Company will be expected to act as a source of financial strength to the Bank
and to commit resources to support the Bank in circumstances where the Holding
Company might not do so absent such policy. As a bank holding company, the
Holding Company will be required to file with the Board of Governors annual
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reports and such additional information as the Board of Governors may require
pursuant to the Act. The Board of Governors may also make examinations of the
Holding Company and its subsidiary.
The Act requires every bank holding company to obtain the prior approval of
the Board of Governors before it may acquire direct or indirect ownership of
more than five percent (5%) of the voting securities or substantially all of the
assets of any bank. The Act limits the activities by bank holding companies to
managing, controlling, and servicing their subsidiary banks and to engaging in
certain non-banking activities which have been determined by the Board of
Governors to be closely related to banking. Similarly, the Act, with specified
exceptions relating to permissible non-banking activities, forbids holding
companies from acquiring voting control (generally, 25% or more of the voting
power) of any company which is not a bank. Some of the activities that the Board
of Governors has determined by regulation to be closely related to banking are
making or servicing loans, leasing real and personal property where the lease
serves as the functional equivalent of an extension of credit, making
investments in corporations or projects designed primarily to promote community
welfare, acting as an investment or financial advisor, providing data processing
services, and acting as an insurance agent or broker, as those activities are
defined and limited by the regulation.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act on any extensions of credit to
the bank holding company or any of its subsidiaries, on investments in the stock
or other securities thereof, and on the taking of such stock or securities as
collateral for loans to any borrower. Further, under the Act and regulations of
the Board of Governors, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit or provision of any property or services. The Board of
Governors possesses cease and desist powers over bank holding companies and
their non-banking subsidiaries if their actions represent an unsafe or unsound
practice or a violation of law.
The Bank is a national bank and is subject to the supervision and
examination of the Comptroller of the Currency. The Bank is a member of the
Federal Deposit Insurance Corporation. Areas subject to regulation by the
authorities include reserves, investments, loans, mergers, issuance of
securities, payment of dividends, establishment of branches, and other aspects
of banking operations.
Capital Requirements for the Holding Company and the Bank
The Federal Reserve Board and the OCC use capital adequacy guidelines in
their examination and regulation of bank holding companies and banks. If capital
falls below minimum guideline levels, a bank holding company may, among other
things, be denied approval to acquire or establish additional banks or non-bank
businesses.
The Federal Reserve Board and the OCC's capital guidelines establish the
following minimum regulatory capital requirements for bank holding companies and
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banks: a risk-based requirement expressed as a percentage of total risk-weighted
assets, and a leverage requirement expressed as a percentage of total assets.
The risk-based requirement consists of a minimum ratio of total capital to a
total risk-weighted assets of 8%, of which at least one-half must be Tier 1
capital (which consists principally of stockholders' equity). The leverage
requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with minimum requirements of 4% to 5% for
all others.
As of March 31, 1998, the Bank's Tier 1 risk-based ratio was approximately
12.85%, its total risk-based capital ratio was approximately 14.1%, and its
leverage ratio was approximately 10.57%.
The risk-based and leverage standards presently used by the Federal Reserve
Board and the OCC are minimum requirements, and higher capital levels will be
required if warranted by the particular circumstances or risk profiles of
individual banking organizations. Further, any banking organization experiencing
or anticipating significant growth would be expected to maintain capital ratios,
including tangible capital positions (i.e., Tier 1 capital less all intangible
assets), well above the minimum levels.
The Federal Reserve Board's regulations provide that the foregoing capital
requirements will generally be applied on a bank-only (rather than a
consolidated) basis in the case of a bank holding company with less than $150
million in total consolidated assets.
Liquidity Requirements for Holding Company and Bank
Generally, under federal banking law, a national bank may purchase and sell
for its own account three different types of investments. A bank may purchase
and sell an unlimited amount of Type 1 securities--that is, obligations of the
United States or general obligations of a state or a political subdivision of a
state--subject only to the exercise of prudent banking judgment. A bank may
purchase for its own account Type II and III securities, when in its prudent
business judgment it believes that the obligator will, among other things, be
able to meet all debt service obligations and that the security is readily
marketable. A bank may not hold Type II and III securities of any one obligator
in a total amount in excess of 10% of the bank's capital and surplus. Type II
securities include general obligations of a state or a political subdivision or
any agency of a state or political subdivision for housing, university or
dormitory purposes.
The OCC does not have any specific requirements as to a bank's liquidity
adequacy. Rather, the OCC reviews a number of different factors to determine
whether a bank's liquidity is adequate. These factors include, among other
things, the bank's capital adequacy (this factor is discussed in more detail
above in the section titled "Capital Requirements for Holding Company and
Bank"), its funds management practices, its core deposits, its volatile deposits
(generally, deposits that are not insured), its liquid assets and whether the
funding meets of the bank. The Bank believes that its present liquidity is
adequate.
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The Federal Reserve Board's Regulation Y does not impose specific liquidity
requirements on bank holding companies. However, a key principle underlying the
Federal Reserve Board's supervision of bank holding companies is that such
companies should be operated in a way that promotes the soundness of their
subsidiary banks. In this regard, a principal objective of a bank holding
company's funding strategy should be to support capital investments in
subsidiaries with capital and long-term sources of funds, and maintain
sufficient liquidity and capital strength to provide assurance that any
outstanding debt obligations can be serviced and repaid without adversely
affecting the condition of the affiliated bank. In addition, there are special
rules limiting acquisition of debt in connection with the formation of small
one-bank holding companies. The Federal Reserve Board requires that new holding
companies' debt-to-equity ratio decline to 30% within 12 years after acquisition
of a bank and that the holding company will be able to safely meet debt
servicing and other requirements imposed by its creditors. The debt-to-equity
ratio limitations are generally applied to releveraging transactions except in
connection with further bank acquisitions.
FDIC Insurance Premiums
The Bank will pay deposit insurance premiums to the FDIC in 1998 of
approximately $2,800.00.
Loan Limits to Borrowers
Generally, under federal banking laws, a national bank may make to any one
borrower total loans and extensions of credit not fully secured by collateral
having a market value at least equal to the loan in an amount not to exceed 15%
of the unimpaired capital and unimpaired surplus of the bank. Generally, the
total loans to any one person fully secured by marketable collateral having a
value at least equal to the outstanding loan may not exceed 10% of the
unimpaired capital and unimpaired surplus of the bank. Bank holding companies
are not subject to specific limitations on loans to one borrower. However, bank
holding company lending activities require the prior approval of the Federal
Reserve Board under Regulation Y.
Recent Regulatory Developments
On September 23, 1994, the "Riegle Community Development and Regulatory
Improvement Act of 1994" (the "Riegle Act") was signed into law. The provisions
of Title III of the Riegle Act are intended to reduce the paperwork and
regulatory burdens of federally-insured financial institutions and their holding
companies. These provisions require the federal banking regulators, among other
things: (i) to consider the burdens and benefits to depository institutions and
their customers of proposed regulatory and administrative requirements; (ii)
within two years of the enactment of the Riegle act, to eliminate from their
regulations and written supervisory policies regulatory inconsistencies,
outmoded or duplicative requirements and unwarranted constraints on credit
availability and to adopt uniform requirements to implement common statutory
schemes or regulatory concerns; (iii) to create a unified examination process
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for financial institutions subject to the jurisdiction of more than one
regulator; (iv) within six months of enactment of the Riegle Act, to establish
an internal regulatory appeals process by which regulated institutions may
obtain review of agency determinations relating to such matters as examination
ratings, adequacy of loan loss reserves and significant loan classifications;
(v) to streamline the quarterly call report format; and (vi) in considering
revisions to risk-based capital requirements, to ensure that the standards take
into account the size, activities and reporting burdens of institutions. The
Riegle Act also gives the federal banking agencies greater flexibility with
respect to the implementation and enforcement of certain provisions of the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"),
including the FDICIA provisions regarding safety and soundness standards,
examination frequency and independent audit requirements.
In addition, on September 29, 1994, the "Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994" (the "Riegle-Neal Act") was signed into law.
Effective September 29, 1995, the Riegle-Neal Act allows bank holding companies
to acquire banks located in any state in the United States without regard to
geographic restrictions or reciprocity requirements imposed by state law, but
subject to certain conditions, including limitations on the aggregate amount of
deposits that may be held by the acquiring holding company and all of its
insured depositor institution affiliates. Effective June 1, 1997, the
Riegle-Neal Act allows banks to establish interstate branch networks through
acquisitions of other banks, subject to certain conditions, including certain
limitations on the aggregate amount of deposits that may be held by the
surviving bank and all of its insured depository institution affiliates. The
establishment of de novo interstate branches or the acquisition of individual
branches of a bank in another state (rather than the acquisition of an
out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if
specifically authorized by state law. The Riegle-Neal Act is not expected to
have an immediate significant impact on the Holding Company or the Bank. Over
time, however, the provisions of the Riegle-Neal Act may increase competition in
the market served by the Holding Company and the Bank.
AVAILABLE INFORMATION
The Holding Company has filed with the Securities and Exchange Commission
("SEC"), Washington, D.C., a Registration Statement (No. 333-_____) on Form
S-4EF under the Securities Act of 1933, for the registration of Holding Company
stock to be issued in the reorganization. This Prospectus constitutes the
Prospectus that was filed as a part of that registration statement.
The Bank currently is not subject to the requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and files no reports or proxy statements
with the SEC pursuant thereto. After consummation of the reorganization, the
Holding Company will be subject to the reporting requirements of the Exchange
Act, pursuant to Section 15(d) thereof, but the Holding Company's duty to file
such reports is automatically suspended as to each fiscal year at the beginning
of which the Holding Company's stock is held by fewer than 300 shareholders.
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Immediately upon completion of the reorganization, the Holding Company's stock
will be held by no more than 198 shareholders. Accordingly, the Holding Company
will not file, for the forseeable future, reports or proxy statements with the
SEC. However, the Holding Company will voluntarily provide shareholders with
reports of the same nature, and with the same frequency, as are currently
provided by the Bank to Bank shareholders.
The SEC maintains a Web site, http://www.sec.gov, that contains filings
made electronically with the SEC, including those of the Holding Company.
LEGAL MATTERS
Certain legal matters in connection with the reorganization will be passed
upon for the Holding Company and the Bank by Boardman, Suhr, Curry & Field LLP,
One South Pinckney Street, Madison, Wisconsin 53701-0927.
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EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT and Plan of Reorganization ("Agreement") is made as of
____________, 1998, by and between AMERICAN NATIONAL BANK-FOX CITIES, a national
banking association ("Bank"), and AMERICAN NATIONAL BANCORP, INC., a Wisconsin
corporation ("ANB").
RECITALS
The parties consider it advantageous to form a one-bank holding company,
which will be ANB, to own all of the outstanding stock of the Bank. To form the
holding company, ANB will organize a wholly-owned subsidiary bank, called New
American National Bank- Fox Cities, a national banking association ("New Bank").
Bank will then merge with and into New Bank, leaving New Bank as the survivor,
and converting the outstanding stock of Bank into stock of ANB, so that the
shareholders of Bank will become the shareholders of ANB.
This reorganization is comprised of the organization of New Bank and the
merger of Bank into New Bank, as the surviving entity (the "merger"). Pursuant
to the terms of this Agreement, and a Merger Agreement between Bank and New Bank
(to be executed after New Bank is formed), as of the Effective Date of the
Merger, each of the then issued and outstanding shares of Bank Common Stock
("Bank Common") will be converted into one share of the authorized but
previously unissued common stock of ANB ("ANB Common").
NOW, THEREFORE, the parties do adopt this plan of reorganization and agree
as follows:
1. Merger. Subject to compliance with all requirements of law and the terms
and conditions set forth in this Agreement, Bank will be merged with and into
New Bank.
(a) Effective Date; Surviving Bank. The Effective Date of this Merger
(the "Effective Date") shall be the date specified in a Merger Certification
Letter to be issued by the Comptroller of the Currency (the "Comptroller"). At
the Effective Date, Bank shall be merged with and into New Bank, the separate
existence of Bank shall cease and New Bank, as the surviving corporation (the
"Surviving Bank"), shall succeed to and possess all of the properties, rights,
privileges, immunities, and powers, and shall be subject to all the liabilities,
obligations, restrictions, and duties, of Bank and New Bank.
(b) Charter Number. With the consent of the Comptroller, the charter
number of the Bank prior to the Effective Date shall be the charter number of
the Surviving Bank.
(c) Articles of Association; Name. From and after the Effective Date and
until thereafter amended as provided by law, the Articles of Association of the
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Surviving Bank shall be the Articles of Association of Bank, as amended or
restated, and the name of the Surviving Bank shall be that of Bank.
(d) Bylaws. From and after the Effective Date and until thereafter
amended as provided by law, the Bylaws of Bank in effect immediately prior to
the Effective Date shall constitute the Bylaws of the Surviving Bank.
(e) Directors and Officers. From and after the Effective Date and
until their respective successors are elected, the members of the Board of
Directors and the officers of the Surviving Bank shall consist of those persons
who are serving as directors and officers of the Bank immediately prior to the
Effective Date.
(f) Conversion of Stock. As of the Effective Date, by virtue of the
merger and without any action on the part of the shareholders of Bank, all of
the Bank Common outstanding immediately prior to the Effective Date shall cease
to exist and shall be converted into ANB Common, at the rate of one (1) share of
ANB Common for each one (1) share of Bank Common. As of the Effective Date, by
virtue of the merger and without any action on the part of the shareholders of
New Bank, all of the New Bank common stock outstanding immediately prior to the
Effective Date shall cease to exist and shall be converted to 75,580 shares of
common stock of the Surviving Bank.
(g) Transmittal Procedure. Bank will close its transfer records on a
date twenty (20) days prior to the Effective Date for a period through and
including the Effective Date. When the Effective Date is established, the date
of closing of transfer records will also be set, and the shareholders of Bank
will be notified of such. Bank will make every reasonable effort to have its
shareholders of record tender their certificates for Bank Common to the Exchange
Agent at least seven (7) days prior to the Effective Date. Bank will serve as
the Exchange Agent for this transaction. On the Effective Date, ANB shall
provide to Bank, and Bank shall mail or deliver to its shareholders, stock
certificates of ANB Common to which those shareholders are entitled by reason of
the merger; provided, however, that no ANB Common certificate shall be mailed or
delivered to a Bank shareholder who is eligible to exercise dissenter's rights
or who has not delivered to the Bank all certificates of Bank Common owned by
such shareholder (or if a certificate has been lost, an indemnity bond or other
agreement satisfactory to ANB).
Until so delivered to the Bank, each outstanding certificate which prior to
the Effective Date represented shares of Bank Common will be deemed for all
purposes to evidence only the right to receive the ownership of the shares of
ANB Common into which such Bank Common has been converted; provided, however,
2
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that until such Bank Common certificates are so delivered to Bank, no dividend
payable on ANB Common at any time after the Effective Date shall be paid to the
holder of such undelivered certificate. Upon the delivery of such certificate
after the Effective Date, ANB shall pay, without interest, any unpaid dividends
by reason of the preceding sentence to the record holder thereof, and Bank shall
deliver the stock certificate for ANB Common.
(h) Dissenting Shares of Bank. If any shares of Bank Common are
dissenting shares, Bank shall proceed according to applicable law to determine
and pay the fair value of those dissenting shares. "Dissenting shares" shall
mean each outstanding share of Bank Common as to which the holder has strictly
complied with the provisions of applicable law in order effectively to withdraw
from Bank and obtain the right to receive the appraised value of his shares of
Bank Common.
As of the Effective Date or the date that the last action is taken to
exercise dissenter's rights, whichever is later, dissenting shares shall, by
virtue of the merger, cease to represent any ownership interest or ownership
rights to the Bank or ANB, and shall be converted into the right to receive fair
value of those shares as provided by law.
(i) Business. From and after the Effective Date, the business of
the Surviving Bank shall be that of a national banking association, conducted at
the offices of Bank where located immediately prior to the Effective Date.
(j) Assets and Liabilities. From and after the Effective Date,
the Surviving Bank shall be liable for all liabilities of New Bank and Bank; and
all deposits, debts, liabilities, and contracts of New Bank and Bank,
respectively, matured or unmatured, whether accrued, absolute, contingent or
otherwise, and whether or not reflected or reserved against on balance sheets,
books of account or records of New Bank or Bank, shall be those of the Surviving
Bank and shall not be released or impaired by reason of the merger; and all
rights of creditors and other obligees and all liens on property of either New
Bank or Bank shall be preserved unimpaired. Further, all rights, franchises and
interests of New Bank and Bank, respectively, in and to every type of property
(real, personal and mixed) and choices in action shall be transferred to and
vested in the Surviving Bank by virtue of such merger without any deed or other
transfer, and the Surviving Bank, without any order or other action on the part
of any court or otherwise, shall hold and enjoy all rights of property,
franchises and interests, including appointments, designations and nominations,
and all other rights and interests in every fiduciary capacity, in the same
manner and to the same extent as such rights, franchises and interests were held
or enjoyed by New Bank and Bank, respectively, on the Effective Date.
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(k) Tax Consequences. The parties intend and desire that the merger
shall be treated for income tax purposes as a forward triangular merger under
Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue Code. The
parties shall act in all respects consistently with that intent.
(l) Shareholder Approvals. This Agreement and Plan of Reorganization
will be submitted to the respective shareholders of Bank and New Bank for
ratification and confirmation at shareholder meetings to be called and held in
accordance with the applicable provisions of law and the respective Articles of
Association and Bylaws of Bank and New Bank. Each shareholder meeting shall be
called as soon as reasonably possible. Bank and New Bank will proceed
expeditiously and cooperate fully in the procurement of any other consents and
approvals and in the taking of any other action, and the satisfaction of all
other requirements prescribed by law or otherwise, necessary for consummation of
the merger. ANB, as sole shareholder of New Bank, shall vote its stock in New
Bank to approve the merger and the transactions set forth in this Agreement.
(m) Regulatory Approvals. The parties shall prepare and submit for
filing any and all applications, filings, and registrations with, and
notifications to, all federal and state authorities required for the merger to
be consummated as contemplated by this Agreement. Thereafter, the parties shall
pursue all such applications, filings, registrations, and notifications
diligently and in good faith, and shall file such supplements, amendments, and
additional information in connection therewith as may be reasonably necessary
for the merger to be consummated.
(n) Merger Agreement. ANB shall form New Bank promptly following
execution of this Agreement and shall cause New Bank to execute the Merger
Agreement attached hereto as Exhibit A. Within three days after execution by New
Bank, Bank shall execute the Merger Agreement.
2. Representations and Warranties by Bank. Bank represents and warrants to
ANB that this Agreement has been approved by the Board of Directors of Bank, and
upon approval by the shareholders of Bank will be fully authorized by all
necessary corporation action.
3. Representations and Warranties by ANB. ANB represents and warrants to
Bank that the shares of ANB Common to be delivered to Bank shareholders pursuant
to this Agreement will, upon issuance, be duly and validly authorized and issued
and fully paid and nonassessable voting shares, except as otherwise required by
law, and will constitute all of the issued and outstanding shares of ANB as of
the Effective Date.
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4. Closing. Subject to the satisfaction of all closing conditions contained
herein or their waiver, the closing shall occur on the Effective Date, which
will be within thirty (30) days after the satisfaction of the last closing
condition. The Closing shall take place at the offices of Bank, or at such other
place as ANB and Bank may hereafter agree.
5. Conditions to Obligations of Both Parties.
The obligations of each party to be performed on the Effective Date shall
be subject to the following conditions:
(a) Regulatory Approval. On or before the Effective Date, Bank shall
have received the approval from those regulatory agencies whose approval of the
merger is required and any mandatory waiting period(s) associated with such
approval(s) shall have expired.
(b) No Litigation. At the Effective Date, no litigation or govern-
mental investigation shall have been commenced or, to the best knowledge of ANB
or Bank, threatened or proposed, which would have a material, adverse effect on
the value of Bank or an adverse effect on the ability of any party to close this
transaction, or which arises out of or concerns the transactions contemplated by
this Agreement.
(c) Closing Not Later Than December 31, 1998. The closing of
the transactions contemplated hereunder shall have occurred on or before
December 31, 1998, unless such date is extended by mutual written agreement of
the parties.
(d) Shareholder Approval. This Agreement shall have been approved
and adopted by the shareholders of Bank and of New Bank in such manner as
required by law.
(e) Tax Opinion. The parties shall have received a written opinion of
tax counsel that the transactions contemplated by this Agreement and the Merger
Agreement will constitute a tax-free reorganization under the provisions of
Sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code with respect
to those shareholders of Bank who will receive ANB Common in the merger.
(f) Securities Law Compliance. The ANB Common stock to be issued in
the merger shall have been registered, qualified or exempted under all
applicable federal and state securities laws, and there shall have been no stop
order issued or threatened by the SEC or any state that suspends the
effectiveness of any such registration, qualification, or exemption.
6. Conditions to Obligations of ANB and New Bank. The obligations of ANB
and New Bank to be performed on the Effective Date shall be subject to the
following conditions:
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(a) Representations and Warranties True; Covenants and Obligations
Performed. All representations and warranties of Bank shall be true and correct
in all material respects on the Effective Date, and Bank shall have performed
all acts required of it under the terms of this Agreement.
(b) Dissenting Shares. There shall be not more than five percent (5%)
of the total outstanding shares of Bank that as of the Effective Date are
eligible to elect dissenter's rights by reason of having complied with the
procedures required by applicable law.
(c) No Material Adverse Change. The assets, business, operations
and prospects of Bank shall not have been materially and adversely affected by a
loss or destruction not fully compensated by insurance, by any governmental
proceeding or action, or by any other event or occurrence, which in the
reasonable judgment of ANB would defeat or frustrate the purposes of the
reorganization or otherwise make the reorganization undesirable.
7. Conditions to Obligations of Bank. The obligations of Bank to be
performed on the Effective Date shall be subject to the following conditions:
All representations and warranties of ANB shall be true and correct in all
material respects on the Effective Date, and ANB and New Bank shall have
performed all acts required of them under the terms of this Agreement.
8. Additional Covenants of the Parties.
(a) Cooperation. The parties will fully cooperate with each other and
their respective counsels and accountants in connection with any steps to be
taken as part of their obligations under this Agreement, including without
limitation, the preparation of financial statements and the supplying of
information in connection with the preparation of regulatory applications.
(b) Expenses. All costs and expenses and charges incurred by a party
hereto shall be borne by such party, including the fees of their respective
accountants and attorneys; provided, however, that if the merger is not
consummated for any reason, all costs and expenses incurred by ANB and New Bank
shall be paid by Bank.
9. Termination. This Agreement and merger may be terminated and abandoned
upon prompt written notice to the other party before the Effective Date,
notwithstanding authorization and adoption of this Agreement by the shareholders
of one or both of Bank and New Bank:
(a) By mutual consent of Bank and ANB through their Boards of
Directors;
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(b) By Bank at any time after December 31, 1998, (or such later date
as shall have been agreed to in writing by the parties) if any of the conditions
provided for in Paragraphs 5 or 7 of this Agreement have not been met and have
not been waived in writing by Bank; or
(c) By ANB at any time after December 31, 1998 (or such later date as
shall have been agreed to in writing by the parties) if any of the conditions
provided for in Paragraphs 5 or 6 of this Agreement have not been met and have
not been waived in writing by ANB.
10. Miscellaneous.
(a) Assignment. This Agreement and the rights, interests and benefits
hereunder shall not be assigned, transferred, or pledged in any way, and shall
not be subject to execution, attachment, or similar process. Any attempt to
assign, transfer, pledge, or make any other disposition of this Agreement or of
the rights, interests, and benefits contrary to the foregoing provision, or the
levy of any attachment or similar process thereupon, shall be null and void and
without effect.
(b) Waiver. No failure or delay of any party in exercising any right
or power given to it under this Agreement shall operate as a waiver thereof. No
waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent, or subsequent breach. No waiver of any breach
or modification of this Agreement shall be effective unless contained in a
writing executed by both parties.
(c) Entire Agreement. This Agreement supersedes any other representa-
tions or agreement, whether written or oral, that may have been made or entered
into by ANB, Bank, New Bank or by any officer or officers of such parties
relating to the acquisition of Bank, or its assets or business, by ANB. This
Agreement constitutes the entire agreement by the parties, and there are no
agreements or commitments except as set forth herein.
(d) Amendment. This Agreement may be modified or amended only by a
written agreement executed by duly authorized officers of both parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
ATTEST: AMERICAN NATIONAL BANK-FOX CITIES
_______________________ By:________________________________
ATTEST: AMERICAN NATIONAL BANCORP, INC.
_______________________ By:________________________________
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EXHIBIT A
MERGER AGREEMENT
MERGER AGREEMENT ("Merger Agreement") made this _____ day of
____________________, 1998, by and between American National Bank- Fox Cities, a
national banking association ("Bank"), and New American National Bank-Fox
Cities, a national banking association ("New Bank").
WITNESSETH
WHEREAS, Bank and American National Bancorp, Inc. ("ANB") have entered into
an Agreement and Plan of Reorganization dated ________________, 1998
("Agreement"), pursuant to which Bank has agreed to merge with and into ANB's
wholly-owned subsidiary, New Bank, in a forward triangular merger; and
WHEREAS, Bank and New Bank wish to agree on the terms of the merger now
that New Bank has been formed;
NOW, THEREFORE, the parties agree as follows:
1. Incorporation of Plan of Reorganization. The terms and conditions of the
Agreement are incorporated herein by reference in their entirety, and made a
part of this Merger Agreement with the same effect as if New Bank had been a
party to the Agreement.
2. Cooperation. New Bank shall cooperate with Bank to achieve a prompt
consummation of the transactions contemplated in the Agreement, and shall
perform all actions necessary or convenient to be performed by it for that
purpose.
3. Articles of Association. Effective as of the time this merger shall
become effective as specified in the Agreement, the articles of association of
that bank resulting from the merger of Bank and New Bank shall read in their
entirety as stated in the Bank's Articles of Association.
4. Capital Stock. The amount of capital stock of New Bank shall be
$200,000, divided into 2,000 shares of common stock, each of $100 par value. At
the time the merger shall become effective (and after the temporary
capitalization of the interim bank has been returned to ANB), the resulting bank
shall have $____________ in capital, a surplus of $____________, and undivided
profits of $____________, adjusted, however, for earnings and expenses between
January 1, 1998, and the effective date of the merger. At the time the merger
shall become effective, the 2,000 shares of New Bank stock then outstanding
shall be converted into 75,580 shares, each of no par value, of the resulting
bank.
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IN WITNESS WHEREOF, the parties have executed this Merger Agreement by
their proper corporate officers duly authorized to execute this Agreement, as of
the date first above written.
Attest: AMERICAN NATIONAL BANK-FOX CITIES
_________________________ By_________________________________
Attest: NEW AMERICAN NATIONAL BANK-FOX CITIES
_________________________ By_________________________________
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EXHIBIT B
TAX OPINION OF BOARDMAN, SUHR, CURRY & FIELD LLP
<PAGE>
_____________, 1998
The Board of Directors
American National Bancorp, Inc.
2200 North Richmond Street
Appleton, WI 54911
The Board of Directors
American National Bank-Fox Cities
2200 North Richmond Street
Appleton, WI 54911
Gentlemen:
You have requested that we render an opinion as to the tax consequences to
American National Bancorp, Inc. ("Holding Company"), American National Bank-Fox
Cities ("Bank"), New American National Bank-Fox Cities ("New Bank"), and the
shareholders ("Shareholders") of the Bank in connection with a corporate
reorganization to form a one-bank holding company, as described in an Agreement
and Plan of Reorganization dated _____________, 1998, between the Holding
Company and the Bank ("Agreement") and in a certain Prospectus/Proxy Statement
dated __________________.
We acknowledge that this opinion is provided for the benefit and guidance
of the Shareholders as well as for the benefit and guidance of the Holding
Company and the Bank.
In making this opinion, we have relied on the Agreement, the
Prospectus/Proxy Statement, and the Merger Agreement (to be executed between the
Bank and the New Bank), and on the truth and completeness of the warranties,
representations, statements, and facts contained in those documents. We have
also relied upon the truth and completeness of the following representations of
the Holding Company and the Bank:
1. The fair market value of the Holding Company stock and other
consideration received by each Bank shareholder will be approximately equal to
the fair market value of the Bank stock surrendered in the exchange.
2. There is no plan or intention by the Bank shareholders who own one
percent (1%) or more of the Bank stock, and to the best of the knowledge of the
management of the Bank, there is no plan or intention on the part of the
remaining Bank shareholders to sell, exchange, or otherwise dispose of a number
of shares of Holding Company stock received in the transaction that would reduce
the Bank shareholders' ownership of Holding Company stock to a number of shares
having a value, as of the date of the transaction, of less than fifty percent
(50%) of the value of all of the formerly outstanding Bank stock as of the same
date. For purposes of the representation, shares of Bank stock exchanged for
<PAGE>
__________________, 1998
Page 2
cash or other property, surrendered by dissenters, or exchanged for cash in lieu
of fractional shares of Holding Company stock will be treated as outstanding
Bank stock on the date of the transaction. Moreover, shares of Bank stock and
shares of Holding Company stock held by Bank shareholders and otherwise sold,
redeemed or disposed of prior or subsequent to the transaction will be
considered in making this representation.
3. The New Bank, as the surviving corporation, will acquire at least ninety
percent (90%) of the fair market value of the net assets and at least seventy
percent (70%) of the fair market value of the gross assets held by the Bank
immediately prior to the transaction. For purposes of this representation,
amounts paid by the Bank to dissenters, amounts paid by the Bank to shareholders
who receive cash or other property, Bank assets used to pay its reorganization
expenses, and all redemptions and distributions (except for normal dividends)
made by the Bank immediately preceding the transfer will be included as assets
of the Bank immediately prior to the transaction.
4. Prior to the transaction, the Holding Company will be in control of the
New Bank within the meaning of I.R.C. Section 368(c).
5. Following the transaction, the New Bank will not issue additional shares
of its stock that would result in the Holding Company losing control of the New
Bank within the meaning of I.R.C. Section 368(c).
6. The Holding Company has no plan or intention to reacquire more than
fifty percent (50%) of its stock issued in the transaction.
7. The Holding Company has no plan or intention to liquidate the New Bank,
to merge the New Bank with and into another bank or corporation, to sell or
otherwise dispose of the stock of the New Bank, or to cause the New Bank to sell
or otherwise dispose of any of the Bank's assets acquired in the transaction,
except for dispositions made in the ordinary course of business or transfers
described in I.R.C. Section 368(a)(2)(c).
8. The liabilities of the Bank assumed by the New Bank and the liabilities
to which the transferred assets of the Bank are subject, were incurred in the
ordinary course of Bank's business.
9. Following the transaction, the New Bank will continue the historic
business of the Bank or use a significant portion of Bank's business assets in a
business.
10. The Holding Company, Bank, New Bank, and the Bank's shareholders will
pay their respective expenses, if any, incurred in connection with the
transaction.
<PAGE>
__________________, 1998
Page 3
11. There is no intercorporate indebtedness existing between the Holding
Company and the Bank or between the New Bank and the Bank which was issued,
acquired or will be settled at a discount.
12. No two parties to the transaction are investment companies as defined
in I.R.C. Section 368(1)(2)(F)(iii) and (iv).
13. The Bank is not under the jurisdiction of a court in a Title 11
(bankruptcy) or similar case.
14. The fair market value of the assets of the Bank transferred to the New
Bank will equal or exceed the sum of the liabilities assumed by the New Bank,
plus the liabilities, if any, to which the transferred assets are subject.
15. No stock of New Bank will be issued in the transaction.
We have not undertaken to verify independently any of the factual matters
upon which we rely in providing this opinion. Moreover, we have assumed that no
changes have occurred or will occur with respect to the documents described
above or the representations set forth in numbers 1 through 15 above.
Based upon and subject to the foregoing, legal counsel is of the opinion
that, for federal and State of Wisconsin income purposes:
(1) The proposed merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) by reason of Section 368(a)(2)(D) of
the Internal Revenue Code of 1986, as amended, and Chapter 71 of the
Wisconsin Statutes. The reorganization will not be disqualified by
reason of the fact that Holding Company common stock is used in the
transaction. (Internal Revenue Code Section 368(a)(2)(D).)
(2) No gain or loss will be recognized to the Bank on the transfer of
substantially all of its assets to the New Bank in exchange for
Holding Company common stock and the assumption by the New Bank of the
liabilities of the Bank.
(3) No gain or loss will be recognized to the Holding Company or the New
Bank upon the receipt by the New Bank of substantially all of the
assets of the Bank in exchange for the Holding Company common stock
and the assumption by the New Bank of the liabilities of the Bank.
(4) The basis of the Bank assets in the hands of the New Bank will be the
same as the basis of those assets in the hands of the Bank immediately
prior to the proposed transaction.
<PAGE>
__________________, 1998
Page 4
(5) The holding period of the assets of the Bank in the hands of the New
Bank will include the period during which such assets were held by the
Bank.
(6) The basis of the New Bank stock in the hands of the Holding Company
will be increased by an amount equal to the basis of the Bank assets
acquired by the New Bank in the transaction, and will be decreased by
the amount of liabilities of the Bank assumed by the New Bank and the
amount of liabilities to which the acquired assets of the Bank are
subject.
(7) No gain or loss will be recognized by the shareholders on the exchange
of their Bank common stock for Holding Company common stock; provided,
however, that no opinion is expressed with respect to Bank
shareholders who dissent from the transaction and receive cash for
their Bank stock.
(8) The income tax basis of the Holding Company common stock to be
received by the shareholders will be the same as the basis of the Bank
common stock surrendered in exchange.
(9) The holding period of the Holding Company common stock to be received
by the shareholders will include the period during which the Bank
common stock surrendered in exchange was held, provided that the Bank
common stock is held as a capital asset on the date of the exchange.
Our opinion is limited to the specific issues addressed. We express no
opinion and make no representation, and no inference is intended or should be
drawn from any statement in this letter, as to any other issues involving the
transaction.
BOARDMAN, SUHR, CURRY & FIELD LLP
<PAGE>
EXHIBIT C
UNITED STATES CODE SECTIONS
<PAGE>
National Banks 12 USCS Section 215a
(b) Dissenting shareholders. If a merger shall be voted for at the called
meetings by the necessary majorities of the shareholders of each association or
State bank participating in the plan of merger, and thereafter the merger shall
be approved by the Comptroller, any shareholder of any association or State bank
to be merged into the receiving association who has voted against such merger at
the meeting of the association or bank of which he is a stockholder, or has
given notice in writing at or prior to such meeting to the presiding officer
that he dissents from the plan of merger, shall be entitled to receive the value
of the shares so held by him when such merger shall be approved by the
Comptroller upon written request made to the receiving association at any time
before thirty days after the date of consummation of the merger, accompanied by
the surrender of his stock certificates.
(c) Valuation of shares. The value of the shares of any dissenting shareholder
shall be ascertained, as of the effective date of the merger, by an appraisal
made by a committee of three persons, composed of (1) one selected by the vote
of the holders of the majority of the stock, the owners of which are entitled to
payment in cash; (2) one selected by the directors of the receiving association;
and (3) one selected by the two so selected. The valuation agreed upon by any
two of the three appraisers shall govern. If the value so fixed shall not be
satisfactory to any dissenting shareholder who has requested payment, that
shareholder may, within five days after being notified of the appraised value of
his shares, appeal to the Comptroller, who shall cause a reappraisal to be made
which shall be final and binding as to the value of the shares of the appellant.
(d) Application to shareholders of merging associations: Appraisal by
Comptroller; expenses of receiving association; sale and resale of shares; State
appraisal and merger law. If, within ninety days from the date of consummation
of the merger, for any reason one or more of the appraisers is not selected as
herein provided, or the appraisers fail to determine the value of such shares,
the Comptroller shall upon written request of any interested party cause an
appraisal to be made which shall be final and binding on all parties. The
expenses of the Comptroller in making the reappraisal or the appraisal, as the
case may be, shall be paid by the receiving association. The value of the shares
ascertained shall be promptly paid to the dissenting shareholders by the
receiving association. The shares of stock of the receiving association which
would have been delivered to such dissenting shareholders had they not requested
payment shall be sold by the receiving association at an advertised public
auction, and the receiving association shall have the right to purchase any of
such shares at such public auction, if it is the highest bidder therefor, for
the purpose of reselling such shares within thirty days thereafter to such
person or persons and at such price not less than par as its board of directors
by resolution may determine. If the shares are sold at public auction at a price
greater than the amount paid to the dissenting shareholders, the excess in such
sale price shall be paid to such dissenting shareholders. The appraisal of such
shares of stock in any State bank shall be determined in the manner prescribed
by the law of the State in such cases, rather than as provided in this section,
if such provision is made in the State law; and no such merger shall be in
contravention of the law of the State under which such bank is incorporated. The
provision of this subsection shall apply only to shareholders of (and stock
owned by them in) a bank or association being merged into the receiving
association.
<PAGE>
EXHIBIT D
RESTATED ARTICLES OF INCORPORATION OF
AMERICAN NATIONAL BANCORP, INC.
<PAGE>
RESTATED ARTICLES OF INCORPORATION
Stock (for profit)
Executed by the undersigned for the purpose of forming a Wisconsin
for-profit corporation under Chapter 180 of the Wisconsin Statutes repealed and
recreated by 1989 Wis. Act 303:
ARTICLE 1. Name of Corporation: American National Bancorp, Inc.
ARTICLE 2. The Corporation shall be authorized to issue 200,000 shares.
ARTICLE 3. The street address of the initial registered office is: 2200
North Richmond Street, Appleton, Wisconsin 54911.
ARTICLE 4. The name of the initial registered agent at the above registered
office is: David L. Blohm.
ARTICLE 5. Other provisions (OPTIONAL): See Article 5 attached to and made
a part of these Articles of Incorporation.
ARTICLE 6. Executed on June 23, 1998.
Name and complete address of each incorporator:
David L. Blohm, President
American National Bank Fox Cities
2200 North Richmond Street
Appleton, WI 54911
/s/ David L. Blohm
(Incorporator Signature)
This document was drafted by John E. Knight.
DFI CORP FILE ID NO. A037127
Document stamped Received June 24, 1998, 1:42 P.M. by State of
Wisconsin, Department of Financial Institutions.
Document stamped Filed June 29, 1998, by State of Wisconsin,
Department of Financial Institutions.
<PAGE>
American National Bancorp, Inc.
ARTICLES OF INCORPORATION
Article 5. (CONTINUED):
A. Board of Directors. The number of directors shall not be less than five
(5) nor more than twenty-five (25), the exact number of directors to be
determined from time to time by resolution adopted by a majority of the entire
Board of Directors, and such exact number shall be twelve (12) until otherwise
determined by resolution adopted by a majority of the entire Board of Directors.
As used in this Article 5 "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.
The Board of Directors shall be divided into three (3) classes of nearly
equal in number as may be, with the term of office of one class expiring each
year. At the first annual meeting of the shareholders, directors of the first
class (Class I) shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class (Class II) shall be
elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class (Class III) shall be elected to hold
office for a term expiring at the third succeeding annual meeting. Subject to
the foregoing, at each annual meeting of shareholders, directors chosen to
succeed those terms then expired shall be elected for a term of office expiring
at the third succeeding annual meeting of shareholders after their election, so
that the term of one class of directors shall expire each year. Any vacancies on
the Board of Directors for any reason, and any newly created directorships
resulting from any increase in the number of directors, may be filled by the
Board of Directors, acting by a majority of the directors then in office,
although less than a quorum. Each director shall hold office until the next
election of the class for which such director shall have been elected or
appointed and until his or her successor shall be elected and qualified or until
his or her death, or until he or she shall resign or shall have been removed in
the manner hereinafter provided. No decrease in the number of directors shall
shorten the term of any incumbent director.
The names and addresses of the persons who are to serve as directors until
the first annual meeting of the shareholders or until their successors are
elected and shall qualify are:
Shirley M. Bender-Gehrt David L. Blohm
5431 Nickels Drive 1349 Mulberry Lane
Oshkosh, WI 54904 Neenah, WI 54956
<PAGE>
Marshal T. Gorwitz James A. Hartzheim
3311 North Heritage Avenue 315 Peppercorn Drive
Appleton, WI 54914 Appleton, WI 54915
John A. Hennessy Vivian R. Huth
W5951 Quarry Road 2004 West Roselawn Drive
Appleton, WI 54915 Appleton, WI 54914
Erwin C. Johnson Gilbert F. Mueller, Jr.
868 River Lea Court 4831 Mueller Lane
Menasha, WI 54952 West Bend, WI 53095
Larry L. Rice Douglas D. Salmon
2601 North Drew Street 2733 East Wisconsin Avenue
Appleton, WI 54911 Appleton, WI 54911
Gerald G. VanDynHoven Martin V. Werner
2929 North Lawe Street 325 River Drive
Kaukauna, WI 54130 Appleton, WI 54915
No director of the Corporation shall be removed from office with or without
cause unless such removal is approved either by the holders of seventy-five
percent (75%) of the common stock of the Corporation outstanding at the time a
determination is made or by the affirmative vote of seventy-five percent (75%)
of the directors in office at the time the determination is made.
B. Voting Requirements. Except as otherwise expressly provided in this
Article 5B: (i) any merger or consolidation of the Corporation with or into any
other corporation; (ii) any share exchange in which a corporation, person or
entity acquires the issued or outstanding shares of capital stock of the
Corporation pursuant to a vote of shareholders; (iii) any sale, exchange or
other disposition of all or substantially all of the assets of the Corporation,
including, but not limited to, the stock of any subsidiary organization held by
the Corporation to or with any other corporation, person or entity; or (iv) any
transaction similar to, or having similar effect as, any of the foregoing
transactions, shall require the affirmative vote of the holders of at least
seventy-five percent (75%) of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote.
The provisions of this Article 5B shall not apply to any transaction
described above in clauses (i), (ii), (iii) or (iv) of this Article 5B, (a)
which has been approved by resolution adopted by seventy-five percent (75%) of
the entire Board of Directors of the Corporation at any time prior to the
consummation thereof, or (b) with another corporation or entity if a majority of
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the outstanding shares of stock of such other corporation or entity is owned of
record or beneficially directly or indirectly by the Corporation or its
subsidiaries. If the provisions of this Article 5B do not apply because of
clauses (a) or (b) in this paragraph, the transactions described in clauses (i),
(ii), (iii) or (iv) in the first paragraph of this Article 5B shall require the
affirmative vote of the holders of at least a majority of the shares of the
Stock of the Corporation issued and outstanding and entitled to vote or as
otherwise required by law.
The Board of Directors of the Corporation shall have the power and duty to
determine for purposes of this Article 5B, on the basis of information then
known to it, whether any sale, exchange or other disposition of part of the
assets of the Corporation involves substantially all of the assets of the
Corporation. Any such determination by the Board of Directors shall be
conclusive and binding for all purposes of this Article 5B.
C. Transfer Restrictions.
1. Shareholders of the Corporation's capital stock, herein the "Stock," may
not sell, transfer, assign, encumber, pledge, hypothecate, or in any way dispose
of or alienate any of their shares of the Stock, or any right, title or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise, in
this Part C called a "transfer", without the prior written consent of the
Corporation. Provided, however, subject to the restrictions of Part C.3. below,
that the prior written consent of the Corporation shall not be required as to:
(i) any transfer between a shareholder and his or her spouse; or (ii) any pledge
or hypothecation of shares of the Stock, provided, that as a condition precedent
to the effectiveness of either of the transfers described in (i) or (ii) herein,
the transferee in any such transfer shall be bound by all of the terms and
conditions of this Article 5C.
2. In the event a shareholder, herein the "Selling Shareholder", desires to
transfer his or her shares of Stock, or any portion of it, called the "Offered
Shares", other than in a transaction of the type described in (i) or (ii) above,
without first obtaining the written consent of the Corporation, the Selling
Shareholder, first, shall give the Corporation written notice of his or her
intent to do so, stating in the notice the identity of the proposed transferee
of the Offered Shares, the number of Offered Shares the Selling Shareholder
proposes to transfer, the proposed consideration for the Offered Shares and the
other terms and conditions of the proposed transfer of the Offered Shares. The
Selling Shareholder shall include with the written notice given to the
Corporation under this paragraph a copy of the written offer to purchase the
Offered Shares. The Corporation shall have a right of first refusal to acquire
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all, but not less than all, of the Offered Shares for the consideration and on
the other terms and conditions offered by the proposed transferee and as
contained in the written notice given to the Corporation by the Selling
Shareholder. The Corporation shall exercise its right to acquire the Offered
Shares by giving written notice to the Selling Shareholder, indicating the
number of Offered Shares it will acquire, within thirty (30) days following
receipt of the written notice of the Selling Shareholder. In the event the
Corporation does not exercise its acquisition rights within the time period as
provided herein with respect to all of the Offered Shares, the Selling
Shareholder shall be free for a period of thirty (30) days thereafter to
transfer all of the Offered Shares to the transferee identified in the written
notice to the Corporation, and at the same consideration and on the same terms
and conditions as set forth in such written notice. After giving any notice of
intended transfer of any shares of the Stock pursuant to this Article 5C, the
Selling Shareholder, unless requested by the other shareholders of the
Corporation holding a majority of the Corporation's outstanding shares of
capital stock, not including the shares of the Stock held by the Selling
Shareholder, shall refrain from participating as an officer, director or
shareholder of the Corporation with respect to the Corporation's decision on
whether or not to acquire the Offered Shares and, if so requested to
participate, the Selling Shareholder shall cooperate with the other shareholders
and the Corporation in every reasonable way to effectuate the purpose of this
Article 5C. Except as provided in this Article 5C, the Selling Shareholder shall
be bound by the restrictions and limitations imposed by this Article 5C after
any notice of a desire to transfer is given and whether or not any such transfer
actually occurs. As a condition precedent to the effectiveness of any transfer
of Offered Shares to any person or entity, such transferee shall agree in
writing to be bound by all of the terms and conditions of this Article 5C.
3. Notwithstanding the provisions of Part C.2. above, a shareholder of the
Corporation's Stock may not transfer any of their shares of the Stock, without
the prior written consent of the Corporation, to any person that is not eligible
to be a shareholder of an S corporation under Section 1361(b) of the Internal
Revenue Code of 1986, as amended, ("Code") or any successor provision of the
Code in effect at the time of the proposed transfer, or, if at the time of the
proposed transfer the Corporation is an S Corporation for purposes of Section
1361 of the Code, to any person that would cause the Corporation to have more
than the maximum permitted number of shareholders under Section 1361(b) of the
Code or any successor provision of the Code.
D. Stock Certificates. Each certificate representing shares of the Stock
shall have endorsed thereon a legend in substantially the following form:
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The shares represented by this certificate and any sale,
transfer, or other disposition thereof are restricted under and
subject to the terms and conditions contained in Article 5 of the
Corporation's Articles of Incorporation, a copy of which is on
file at the offices of the Corporation.
Any attempted or purported sale, transfer, assignment, encumbrance, pledge,
hypothecation or other disposition or alienation of any of the shares of the
Stock by a shareholder in violation of this Article 5 shall be null, void and
ineffectual, and shall not operate to transfer any right, title or interest
whatsoever in or to such shares of the Stock.
E. Amendment. The provision of this Article 5, may not be amended, altered
or repealed except by the affirmative vote of holders of at least seventy five
percent (75%) of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote, at any regular or special meeting of the
shareholders if notice of the proposed amendment, alteration or repeal be
contained in the notice of meeting.
F. Fair Price Provision. The Corporation elects to be subject to the
provisions of Sections 180.1130 to 180.1132 of the Wisconsin Business
Corporation law, relating to shareholder approval of certain business
combinations and fair price provisions; provided, however, that this Part 5.F.
of this Article shall be applicable only to those business combinations (as
defined in Section 180.1130 of the Wisconsin Business Corporation law) to which
the shareholder voting requirements of Part 5.B. of this Article are not
applicable according to the terms of Part 5.B.
5
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors.
Sections 180.0850 through 180.0859 of the Wisconsin Statutes permit and in
some cases require indemnification of directors, officers, employees, and agents
of a Wisconsin corporation. In general, such indemnification is required unless
the person violates a duty of loyalty or a duty of care as specifically set
forth in the statutes. Section 180.0851, Wis. Stats.
Article 7 of the registrant's bylaws provide for indemnification of
officers and directors under terms and conditions that follow the statutory
language cited above. A complete copy of the bylaws is included in Exhibit 3
hereto.
Item 21. Exhibits and Financial Statement.
Schedules
(a) Exhibits. The following exhibits are submitted:
Exhibit No. Description
2 Agreement and Plan of Reorganization (set forth as an exhibit
to the Prospectus)
3 Restated Articles of Incorporation (set forth as an exhibit
to the Prospectus) and bylaws of American National Bancorp,
Inc.
4 Specimen stock certificate of American National Bancorp, Inc.
5 Opinion of Boardman, Suhr, Curry & Field LLP
8 Tax Opinion of Boardman, Suhr, Curry & Field LLP (set forth
as an exhibit to the Prospectus)
23 Consent of Boardman, Suhr, Curry & Field LLP (included in
opinion)
99 Form of Proxy for shareholders of American National Bank-Fox
Cities
(b) No financial statement schedules are required to be filed
with regard to American National Bancorp, Inc. or American
National Bank-Fox Cities.
<PAGE>
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended ("Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (Section 230.424(b) of the Act) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the end of the
offering.
(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(6) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
<PAGE>
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against liability arising under the Act (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Appleton, State of
Wisconsin, on the 30th day of June, 1998.
AMERICAN NATIONAL BANCORP, INC.
By:
/s/ David L. Blohm
David L. Blohm, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on the 30th day of June, 1998.
Signature Title(s)
/s/ Shirley M. Bender-Gehrt Director
Shirley M. Bender-Gehrt
/s/ David L. Blohm Director/President
David L. Blohm
/s/ Marshal T. Gorwitz Director
Marshal T. Gorwitz
/s/ James A. Hartzheim Director
James A. Hartzheim
/s/ John A. Hennessy Director/Chairman
John A. Hennessy
<PAGE>
/s/ Vivian R. Huth Director/Secretary
Vivian R. Huth
/s/ Erwin C. Johnson Director
Erwin C. Johnson
/s/ Gilbert F. Mueller, Jr. Director
Gilbert F. Mueller, Jr.
/s/ Larry L. Rice Director
Larry L. Rice
/s/ Douglas D. Salmon Director
Douglas D. Salmon
/s/ Gerald G. VanDynHoven Director
Gerald G. VanDynHoven
/s/ Martin V. Werner Director
Martin V. Werner
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-4 EF
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
AMERICAN NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
E X H I B I T S
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2 Agreement and Plan of Reorganization (set forth as an exhibit to
the Prospectus)
3 Restated Articles of Incorporation (set forth as an exhibit to
the Prospectus) and bylaws of American National Bancorp, Inc.
4 Specimen stock certificate of American National Bancorp, Inc.
5 Opinion of Boardman, Suhr, Curry & Field LLP
8 Tax Opinion of Boardman, Suhr, Curry & Field LLP (set forth as
an exhibit to the Prospectus)
23 Consent of Boardman, Suhr, Curry & Field LLP (included in
opinion)
99 Form of Proxy for shareholders of American National Bank-Fox
Cities
EXHIBIT 3(ii)
BYLAWS OF
AMERICAN NATIONAL BANCORP, INC.
<PAGE>
BYLAWS OF
AMERICAN NATIONAL BANCORP, INC.
ARTICLE I. OFFICES
The principal office of the Corporation shall be located in the City of
Appleton, Outagamie County, Wisconsin.
ARTICLE II. SHAREHOLDERS
SECTION l. Annual Meeting. The annual meeting of the Shareholders shall be
held at such place, on such date, and at such time as the Board of Directors
shall each year fix for the purposes of electing Directors and for the
transaction of such other business as may come before the meeting. If the
election of Directors is not held on the day designated for any annual meeting
of the Shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the Shareholders as soon
thereafter as may be convenient.
SECTION 2. Special Meetings. Special meetings of the Shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the President
or the Board of Directors, and shall be called by the President at the request
of Shareholders owning, in the aggregate, not less than ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote at the meeting,
provided that such Shareholders deliver a signed and dated written demand to the
Corporation, describing the purpose(s) for which the meeting is to be held.
SECTION 3. Place of Meeting. The President may designate any place, either
within or without the State of Wisconsin, as the place of meeting for any annual
meeting or for any special meeting called by the Board of Directors. If no
designation is made, or if a special meeting is otherwise called, the place of
meeting shall be the principal office of the Corporation in the State of
Wisconsin. Any meeting may be adjourned to reconvene at any place designated by
vote of a majority of the shares represented at the meeting.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting, and, in case of a special meeting, the purpose for which
the meeting is called, shall be delivered not less than ten (10) days (unless a
longer period is required by law) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President or the Secretary, to each Shareholder of record entitled to vote at
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the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the Shareholder at his or her
address as it appears on the stock record books of the Corporation, postage
prepaid.
SECTION 5. Quorum; Manner of Acting. Except as otherwise provided by law,
the Articles of Incorporation or these Bylaws, a majority of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of Shareholders and a majority of votes
cast at any meeting at which a quorum is present shall be decisive of any
motion, except that each Director shall be elected by a plurality of the votes
cast by the shares entitled to vote. Though less than a quorum of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting.
SECTION 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining Shareholders entitled to notice of or to vote at any
meeting of Shareholders or any adjournment thereof, or Shareholders entitled to
receive payment of any dividend, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, sixty (60) days. If the stock transfer books shall be
closed for the purpose of determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders, such books shall be closed for at least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of Shareholders, such date in any case to be not
more than sixty (60) days and, in case of a meeting of Shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of Shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders, or Shareholders
entitled to receive payment of a dividend, the close of business on the date
next preceding the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
Shareholders. When a determination of Shareholders entitled to vote at any
meeting of Shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof except where the
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determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
SECTION 7. Proxies. At all meetings of Shareholders, a Shareholder entitled
to vote may vote by proxy appointed in writing by the Shareholder or by his or
her duly authorized attorney in fact. Proxies shall be filed with the Secretary
of the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. A proxy may be revoked at any time before it is voted,
either by written notice filed with the Secretary of the Corporation or the
acting secretary of the meeting, or by oral notice given by the Shareholder to
the presiding officer during the meeting. The Board of Directors shall have the
power and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies. Proxies may be subject to the examination by any
Shareholder at the meeting, and all proxies shall be filed and preserved.
SECTION 8. Voting of Shares. Each outstanding share entitled to vote shall
be entitled to one (l) vote upon each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation.
SECTION 9. Voting of Shares by Certain Shareholders. Shares standing in the
name of another corporation may be voted either in person or by proxy, by the
president of such corporation or any other officer appointed by such president.
A proxy executed by any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's authority to act, in the
absence of express notice to this Corporation, given in writing to the Secretary
of this Corporation, of the designation of some other person by the board of
directors or the bylaws of such other corporation. A Shareholder whose shares
are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
SECTION 10. Waiver of Notice by Shareholders. Whenever any notice is
required to be given to any Shareholder of the Corporation under the Articles of
Incorporation, these Bylaws or any provision of law, a waiver of such notice, in
writing, signed at any time (whether before or after the time of meeting) by the
Shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice. A waiver with respect to any matter of which notice is required
under any provision of Chapter 180, Wisconsin Statutes, shall contain the same
information as would have been required to be included in the notice, except the
time and place of meeting.
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<PAGE>
ARTICLE III. BOARD OF DIRECTORS
SECTION l. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. Number of Directors. The number of Directors of the Corporation
shall be not less than five (5) nor more than twenty-five (25), the exact number
of Directors to be determined from time to time by resolution adopted by a
majority of the entire Board of Directors, and such exact number shall be twelve
(12) until otherwise determined by resolution adopted by a majority of the
entire Board of Directors. As used in this Section, "entire Board of Directors"
means the total number of Directors which the Corporation would have if there
were no vacancies. Whenever the authorized number of Directors is increased
between annual meetings of the Shareholders, a majority of the Directors then in
office shall then have the power to elect such new Directors for the balance of
a term and until their successors are elected and qualified. Any decrease in the
authorized number of Directors shall not become effective until the expiration
of the term of the Directors then in office unless, at the time of such
decrease, there shall be vacancies on the Board which were being eliminated by
the decrease.
SECTION 3. Nominations for Director. Nominations for election to the Board
of Directors may be made by the Board of Directors or by a Shareholder of any
outstanding class of stock of the Corporation entitled to vote for the election
of Directors. Nominations, other than those made by the Board of Directors,
shall be made in writing and shall be delivered or mailed to the President of
the Corporation not less than ten (10) days nor more than fifty (50) days prior
to any meeting of Shareholders called for the election of Directors, provided,
however, that if less than twenty-one(21) days' notice of the meeting is given
to the Shareholders, such nominations shall be mailed or delivered to the
President of the Corporation not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to
notifying Shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock that will be voted for each proposed nominee; (d) the
name and residence address of the notifying Shareholder; and (e) the number of
shares of the capital stock of the Corporation owned by the notifying
Shareholder. Nominations not made in accordance herewith may, in his or her
discretion, be disregarded by the chairman of the Shareholders meeting, and upon
his or her instructions, the vote tellers may disregard all votes cast for each
such nominee.
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<PAGE>
SECTION 4. Election and Term. The Directors shall be elected by the
Shareholders at the regular annual meeting of Shareholders. Each Director shall
hold office until the next election of the class for which such Director shall
have been elected and until his or her successor has been elected or until his
or her death, resignation or removal in the manner provided in this Article. The
persons receiving the greatest number of votes shall be the persons elected.
The Board of Directors shall be divided into three (3) classes of nearly
equal in number as may be, with the term of office of one class expiring each
year. At the first annual meeting of the shareholders, directors of the first
class (Class I) shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class (Class II) shall be
elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class (Class III) shall be elected to hold
office for a term expiring at the third succeeding annual meeting. Subject to
the foregoing, at each annual meeting of shareholders, directors chosen to
succeed those terms then expired shall be elected for a term of office expiring
at the third succeeding annual meeting of shareholders after their election, so
that the term of one class of directors shall expire each year. Any vacancies on
the Board of Directors for any reason, and any newly created directorships
resulting from any increase in the number of directors, may be filled by the
Board of Directors, acting by a majority of the directors then in office,
although less than a quorum.
The provisions of this Section may not be amended, altered or repealed
except by the affirmative vote of holders of at least seventy-five percent (75%)
of the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote, at any regular or special meeting of the Shareholders if the
notice of the proposed amendment, alteration or repeal is contained in the
notice of meeting.
SECTION 5. Regular Meetings. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Wisconsin,
for the holding of regular meetings of the Board of Directors without other
notice than such resolution.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may
be called at any time by or at the request of the President, and shall be called
at the request of three or more directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within
or without the State of Wisconsin, as the place for holding any special meeting
of the Board of Directors called by them.
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<PAGE>
SECTION 7. Notice. Notice of any special meeting shall be given at least
forty-eight (48) hours in advance of the meeting by written notice delivered
personally or mailed to each Director at his or her business address, or by
telegram. If mailed, the notice shall be deemed to be delivered when deposited
in the United States mail so addressed with postage prepaid. If notice is given
by telegram, it shall be deemed to be delivered when the telegram is delivered
to the telegraph company. Whenever any notice is required to be given to any
Director of the Corporation under the Articles of Incorporation, these Bylaws or
any provision of law, a waiver of such notice, in writing, signed at any time
(whether before or after the time of meeting) by the Director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a Director at a meeting shall constitute a waiver of notice of that meeting,
except where a Director attends a meeting and at the meeting objects to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 8. Quorum. Except as otherwise provided by law, the Articles of
Incorporation, or these Bylaws, a majority of the number of Directors then in
office shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but a majority of the Directors present (though less
than such quorum) may adjourn the meeting from time to time without further
notice.
SECTION 9. Participation in Meetings By Conference Telephone. Members of
the Board of Directors, or of any committee of the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communication equipment by which all persons participating in the meeting can
hear each other and such participation shall constitute presence in person at
such meeting. All participating Directors shall be informed that a meeting is
taking place at which official business may be transacted by conference
telephone or similar communication equipment.
SECTION 10. Manner of Acting. The act of the majority of the Directors then
in office shall be the act of the Board of Directors, unless the act of a
greater number is required by law, the Articles of Incorporation, or these
Bylaws.
SECTION 11. Removal and Resignation. No director of the Corporation shall
be removed from office with or without cause unless such removal is approved
either by the holders of seventy-five percent (75%) of the common stock of the
Corporation outstanding at the time a determination is made or by the
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affirmative vote of seventy-five percent (75%) of the directors in office at the
time the determination is made. A Director may resign at any time by filing his
or her written resignation with the Secretary of Corporation.
The provisions of this Section may not be amended, altered or repealed
except by the affirmative vote of holders of at least seventy-five percent (75%)
of the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote, at any regular or special meeting of the Shareholders if the
notice of the proposed amendment, alteration or repeal is contained in the
notice of meeting.
SECTION 12. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of Directors, may be
filled until the next succeeding annual Shareholders' meeting by the affirmative
vote of a majority of the Directors then in office.
SECTION 13. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all Directors for services to the Corporation as Directors, officers or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have authority to provide for, or to delegate authority
to, an appropriate committee to provide for reasonable pensions, disability or
death benefits, and other benefits or payments, to Directors, officers and
employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered to the Corporation.
SECTION 14. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors or a committee thereof at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless the dissent or abstention of the Director shall be
entered in the minutes of the meeting or unless the Director shall file a
written dissent to such action with the person acting as the Secretary of the
meeting before adjournment or shall forward such dissent by certified mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in favor
of such action.
SECTION 15. Committees. The Board of Directors may designate one or more
committees, each committee to consist of three or more Directors elected by the
Board of Directors, which to the extent provided in said resolution shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, except action in respect to dividends to Shareholders, election of
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the principal officers, action under or pursuant to the Articles of
Incorporation, amendment, alteration or repeal of these Bylaws, or the removal
or filling of vacancies in the Board of Directors or committees created pursuant
to this section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.
SECTION 16. Informal Action Without Meeting. Any action required or
permitted by the Articles of Incorporation, these Bylaws, or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all of the Directors then in office.
ARTICLE IV. OFFICERS
SECTION l. Number, Election and Term of Office. The principal Officers of
the Corporation shall be a President, one (1) or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. The appointment of a Chairman of the Board shall be optional with the
Board of Directors. Such other Officers and Assistant Officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person. Each Officer shall hold office until the
next annual meeting of Shareholders and his or her successor shall have been
duly elected or until his or her death or until he or she resigns or is removed
in the manner provided below.
SECTION 2. Removal. Any Officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby. Any such removal
shall be without prejudice to the contract rights, if any, of the person being
removed. Election or appointment shall not of itself create contract rights.
SECTION 3. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board of Directors.
SECTION 4. The Chairman of the Board. The Chairman of the Board, if one is
elected by the Board of Directors, shall preside at all meetings of the
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shareholders and the Board of Directors and shall have such other powers and
duties as may from time to time be prescribed by these Bylaws or by resolution
of the Board of Directors.
SECTION 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The President shall, when present, preside at all
meetings of the Shareholders and of the Board of Directors unless a Chairman of
the Board of Directors shall have been elected in which case the Chairman shall
preside. The President shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Corporation as he shall deem necessary, to prescribe their powers, duties
and compensation, and to delegate authority to them. Such agents and employees
shall hold office at the discretion of the President. The President shall have
authority to sign, execute, and acknowledge, on behalf of the Corporation, all
deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all
other documents or instruments necessary or proper to be executed in the course
of the Corporation's regular business, or which shall be authorized by
resolution of the Board of Directors. Except as otherwise provided by law or the
Board of Directors, the President may authorize any Vice President or other
Officer or agent of the Corporation to sign, execute, and acknowledge such
documents or instruments in his place and stead. In general, the President shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
SECTION 6. The Vice President. In the case of the removal of the President
from office, or death or resignation, the powers and duties of the office shall
devolve upon the Vice President, who shall perform all duties of the office
until a meeting of the directors is held and a President is elected. The Board
of Directors shall empower a Vice President to discharge the duties of the
President in the event of absence or disability of the President. In general,
the Vice President shall perform all duties incident to the office of Vice
President and such other duties as may be prescribed by the Board of Directors
and the President from time to time.
SECTION 7. The Secretary. The Secretary shall: (a) keep the minutes of the
Shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records; (d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder;
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(e) sign with the President, or Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general, perform all duties incident to the office
of Secretary and have such other duties and exercise such authority as from time
to time may be designated or assigned to the Secretary by the President or by
the Board of Directors.
SECTION 8. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board of Directors shall
determine. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever; and deposit all such monies in the name of the Corporation, in such
banks or other depositories as shall be selected in accordance with the
provisions of ARTICLE V of these Bylaws; and (b) in general, perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to the Treasurer by the President or by the Board of Directors.
SECTION 9. Compensation. The compensation of the Officers shall be fixed
from time to time by the Board of Directors and no Officer shall be prevented
from receiving such compensation by reason of the fact that he or she is also a
Director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION l. Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances.
SECTION 2. Loans. No loans may be contracted on behalf of the Corporation
and no evidences of indebtedness may be issued in its name unless authorized by
or under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such Officer or Officers, agent or agents
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of the Corporation and in such manner as shall from time to time be determined
by or under the authority of a resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as may be selected by or under the
authority of the Board of Directors.
SECTION 5. Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he be present, or, in his
absence, by the Vice President of this Corporation, and (b) whenever, in the
judgment of the President, or in his absence, the Vice President, it is
desirable for this Corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this Corporation, such proxy or consent shall be executed in the name of this
Corporation by the President or Vice President of this Corporation, without
necessity of any authorization by the Board of Directors, affixation of
corporate seal or countersignature or attestation by another officer. Any person
or persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power, and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION l. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Each certificate shall be signed by the President and by the
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
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SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by the holder's attorney authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
SECTION 3. Restriction Upon Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.
SECTION 4. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity
bond, and (c) satisfies such other reasonable requirements as the Board of
Directors may prescribe.
SECTION 5. Consideration for Shares. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors. The consideration to be paid for shares may be paid in whole or in
part in money, in other property, tangible or intangible, or in labor or
services actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been received by the
Corporation, such shares shall be deemed to be fully paid and nonassessable by
the Corporation, except as required by law. No certificate shall be issued for
any share until such share is fully paid.
SECTION 6. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.
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ARTICLE VII. LIABILITY AND INDEMNIFICATION OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. Liability of Directors. No Director shall be liable to the
Corporation, its Shareholders, or any person asserting rights on behalf of the
Corporation or its Shareholders, for damages, settlements, fees, fines,
penalties, or other monetary liabilities arising from a breach of, or a failure
to perform, any duty resulting solely from his or her status as a Director of
the Corporation (or from his or her status as a director, officer, partner,
trustee, member of any governing or decision-making committee, employee or agent
of another corporation or foreign corporation, partnership, joint venture, trust
or other enterprise, including service to an employee benefit plan, which
capacity the Director is or was serving in at the Corporation's request while a
Director of the Corporation) to the fullest extent not prohibited by law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent such amendment permits the Corporation to further limit or
eliminate the liability of a Director than the law permitted the Corporation to
provide prior to such amendment); provided, however, that this limitation on
liability shall not apply where the breach or failure to perform constitutes (a)
a willful failure to deal fairly with the Corporation or its Shareholders in
connection with a matter in which the Director has a material conflict of
interest; (b) a violation of criminal law, unless the Director had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the Director
derived an improper personal benefit; or (d) willful misconduct.
SECTION 2. Liability of Officers. No Officer shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him or her as an officer of the Corporation (or as an
officer, director, partner, trustee, member of any governing or decision-making
committee, employee or agent of another corporation or foreign corporation,
partnership, joint venture, trust or other enterprise, including service to an
employee benefit plan, which capacity the Officer is or was serving in at the
Corporation's request while being an Officer of the Corporation) in good faith,
if such person (a) exercised and used the same degree of care and skill as a
prudent person would have exercised or used under the circumstances in the
conduct of his or her own affairs, or (b) took or omitted to take such action in
reliance upon information, opinions, reports or statements prepared or presented
by: (1) an officer or employee of the Corporation whom the officer believed in
good faith to be reliable and competent in the matters presented, or (2) legal
counsel, public accountants and other persons as to matters the officer
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believed in good faith were within the person's professional or expert
competence.
SECTION 3. Indemnification of Directors, Officers, Employees and Agents.
(a) Right of Directors and Officers to Indemnification. Any person shall be
indemnified and held harmless to the fullest extent permitted by law, as the
same may exist or may hereafter be amended (but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide
broader indemnification rights than the law permitted the Corporation to provide
prior to such amendment), from and against all reasonable expenses (including
fees, costs, charges, disbursements, attorney fees and any other expenses) and
liability (including the obligation to pay a judgment, settlement, penalty,
assessment, forfeiture or fine, including an excise tax assessed with respect to
an employee benefit plan) asserted against, incurred by or imposed on him or her
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("proceeding") to which he or she is made or
threatened to be made a party by reason of his or her being or having been a
Director or Officer of the Corporation (or by reason of, while serving as a
Director or Officer of the Corporation, having served at the Corporation's
request as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise, including
service to an employee benefit plan); provided, however, in situations other
than a successful defense of a proceeding, the Director or Officer shall not be
indemnified where he or she breached or failed to perform a duty to the
Corporation and the breach or failure to perform constitutes (a) a willful
failure to deal fairly with the Corporation or its Shareholders in connection
with the matter in which the Director or Officer has a material conflict of
interest; (b) a violation of criminal law, unless the Director or Officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which the
Director or Officer derived an improper personal benefit; or (d) willful
misconduct. Such rights to indemnification shall include the right to be paid by
the Corporation reasonable expenses as incurred in defending such proceeding;
provided, however, that payment of such expenses as incurred shall be made only
upon such person delivering to the Corporation (a) a written affirmation of his
or her good faith belief that he or she has not breached or failed to perform
his or her duties to the Corporation, and (b) a written undertaking, executed
personally or on his or her behalf, to repay the allowance to the extent it is
ultimately determined that such person is not entitled to indemnification under
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this provision. The Corporation may require that the undertaking be secured and
may require payment of reasonable interest on the allowance to the extent that
it is ultimately determined that such person is not entitled to indemnification.
(b) Right of Director or Officer to Bring Suit. If a claim under subsection
(a) is not paid in full by the Corporation within 30 days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the reasonable expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the Corporation)
that the claimant has not met the standards of conduct under this Section which
make it permissible for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
(c) Indemnification For Intervention, Etc. The Corporation shall not,
however, indemnify a Director or Officer under this Section for any liability
incurred in a proceeding otherwise initiated (which shall not be deemed to
include counterclaims or affirmative defenses) or participated in as an
intervenor by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of the majority of the Directors in
Office.
(d) Right of Employees and Agents to Indemnification. The Corporation by
its Board of Directors may on such terms as the Board deems advisable indemnify
and allow reasonable expenses of any employee or agent of the Corporation with
respect to any action taken or failed to be taken in his or her capacity as such
employee or agent.
SECTION 4. Contract Rights; Amendment or Repeal. All rights under this
Article shall be deemed a contract between the Corporation and the Director or
Officer pursuant to which the Corporation and the Director or Officer intend to
be legally bound. Any repeal, amendment or modification of this Article shall be
prospective only as to conduct of a Director or Officer occurring thereafter,
and shall not affect any rights or obligations then existing.
SECTION 5. Scope of Article. The rights granted by this Article shall not
be deemed exclusive of any other rights to which a Director, Officer, employee
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or agent may be entitled under any statute, agreement, vote of Shareholders or
disinterested Directors or otherwise. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall continue as to a
person who has ceased to be a Director or Officer in respect to matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person.
SECTION 6. Insurance. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any person who is a Director, Officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, member of any governing or
decision-making committee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service to an
employee benefit plan, against any liability asserted against that person or
incurred by that person in any such capacity, or arising out of that person's
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under this Article.
SECTION 7. Prohibited Indemnification and Insurance. Notwithstanding any
other Section in this Article, the Corporation shall not be required to
indemnify and may not purchase and maintain insurance if such indemnification or
insurance is prohibited under applicable federal law or regulation, but shall
indemnify and may purchase and maintain insurance in accordance with this
Article to the extent such indemnification and insurance is not prohibited under
applicable federal law or regulation.
ARTICLE VIII. TRANSACTIONS WITH
CORPORATION; DISALLOWED EXPENSE
SECTION 1. Transactions with the Corporation. Any contract or other
transaction between the Corporation and one or more of its Directors, or between
the Corporation and any firm of which one or more of its Directors are members
or employees, or in which they are interested, or between the Corporation and
any corporation or association of which one or more of its Directors are
Shareholders, members, directors, officers, or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of
such Director or Directors at the meeting of the Board of Directors of the
Corporation, which acts upon, or in reference to, such contract or transaction,
and notwithstanding his or their participation in such action, if the fact of
such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall, nevertheless, authorize, approve and ratify such
contract or transaction by a vote of a majority of the Directors present, such
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interested Director or Directors to be counted in determining whether a quorum
is present, but not counted in calculating the majority of such quorum necessary
to carry such vote. This Section shall not be construed to invalidate any
contract or other transaction which would otherwise be valid under the common
and statutory law applicable thereto.
SECTION 2. Reimbursement of Disallowed Expenses. In the event any payment
(either as compensation, interest, rent, expense reimbursement or otherwise) to
any Officer, Director or Shareholder which is claimed as a deduction by this
Corporation for federal income tax purposes shall subsequently be determined not
to be deductible in whole or in part by this Corporation, the recipient shall
reimburse the Corporation for the amount of the disallowed payment, provided
that this provision shall not apply to any expense where the Board, in its sole
discretion, determines such disallowance (including any concession of such issue
by the Corporation in connection with the settlement of other issues in a
disputed case) is manifestly unfair and contrary to the facts. For purposes of
this provision, any such payment shall be determined not to be deductible when
and only when either (a) the same may have been determined by a court of
competent jurisdiction and either the Corporation shall not have appealed from
such determination or the time for perfecting an appeal shall have expired or
(b) such disallowed deduction shall constitute or be contained in a settlement
with the Internal Revenue Service which settlement may have been authorized by
the Board of Directors.
ARTICLE IX. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January
and end on the 31st day of December in each year.
ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE XI. SEAL
The Corporation shall not have a corporate seal, and all formal corporate
documents shall carry the designation "No Seal" along with the signature of the
Officers.
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ARTICLE XII. AMENDMENT
SECTION 1. By Shareholders. Except as otherwise provided in Article III,
Sections 3 and 10, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Shareholders by affirmative vote of not less than a
majority of the outstanding shares of the Corporation entitled to vote.
SECTION 2. By Directors. Except as otherwise provided in Article III,
Sections 3 and 10, these Bylaws may also be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors by affirmative vote of not less
than a majority of the directors then in office; but no Bylaw adopted by the
Shareholders shall be amended or repealed by the Board of Directors if the Bylaw
so adopted so provides.
SECTION 3. Implied Amendments. Any action taken or authorized by the
Shareholders which would be inconsistent with the Bylaws then in effect but is
taken or authorized by affirmative vote of not less than the number of shares
required to amend the Bylaws so that the Bylaws would be consistent with such
action shall be given the same effect as though the Bylaws had been temporarily
amended or suspended so far, but only so far as is necessary to permit the
specific action so taken or authorized.
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EXHIBIT 4
STOCK CERTIFICATE
<PAGE>
SPECIMEN
STOCK CERTIFICATE
NUMBER: SHARES:
RESTRICTED STOCK
Incorporated under the laws of the State of Wisconsin.
AMERICAN NATIONAL BANCORP, INC.
Authorized Common 200,000 Shares No Par Value
This certifies that ______________________ is the owner of
______________________ (common shares--no par value) full paid and
non-assessable transferable on the books of the Corporation in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the said Corporation has caused this Certificate to be
signed by its duly authorized officers and sealed with the Seal of the
Corporation this _____ day of ___________ A.D., 19___.
- ---------------------------- -----------------------------
Secretary President
ON REVERSE:
FOR VALUE RECEIVED, _____ hereby sell, assign and transfer unto
______________________________________________ __________ Shares represented by
the within Certificate, and do hereby irrevocably constitute and appoint
_____________________________ Attorney to transfer the said Shares on the books
of the within named Corporation with full power of substitution in the premises.
Dated ______________________, 19___.
In presence of:
- ---------------------------- -----------------------------
THE SHARES REPRESENTED BY THIS CERTIFICATE AND ANY SALE,
TRANSFER, OR OTHER DISPOSITION THEREOF ARE RESTRICTED UNDER
AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN ARTICLE 5
OF THE CORPORATION'S ARTICLES OF INCORPORATION, A COPY OF
WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.
EXHIBIT 5
OPINION OF BOARDMAN, SUHR, CURRY & FIELD LLP
<PAGE>
SPECIMEN
_______________, 1998
American National Bancorp, Inc.
2200 North Richmond Street
Appleton, Wisconsin 54911
Reference is made to the Registration Statement on Form S-4EF (the
"Registration Statement") to be filed by American National Bancorp, Inc. (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to shares of Common Stock of the Corporation, no par value, issuable by
the Corporation in connection with a reorganization ("Common Stock"), as
described in the Prospectus included in the Registration Statement.
As counsel to the Corporation for purposes of the reorganization, we are
familiar with the Restated Articles of Incorporation and the Bylaws of the
Corporation. We also have examined, or caused to be examined, such other
documents and instruments and have made, or caused to be made, such further
investigation as we have deemed necessary or appropriate to render this opinion.
Based upon the foregoing, it is our opinion that:
(1) The Corporation is duly incorporated and validly existing as a
corporation under the laws of the State of Wisconsin.
(2) The shares of Common Stock of the Corporation when issued upon
consummation of the reorganization and delivered to the shareholders
of American National Bank-Fox Cities in accordance with the provisions
of the Agreement and Plan of Reorganization dated_______________,
1998, will be validly issued, fully paid and non-assessable under
applicable Wisconsin law, except for statutory liability under Section
180.0622(2)(b) of the Wisconsin Business Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and we further consent to the use of our name in the
Registration Statement under the captions "Legal Matters" and "Tax
Considerations." In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
BOARDMAN, SUHR, CURRY & FIELD LLP
EXHIBIT 99
PROXY
<PAGE>
PROXY
SPECIAL MEETING OF SHAREHOLDERS
Know all men by these presents that I, the undersigned shareholder in
American National Bank-Fox Cities, do hereby appoint Gilbert F. Mueller, Jr. and
Douglas D. Salmon, and each of them individually, or _______________________,*
my true and lawful attorney, substitute, and proxy, with power of substitution,
for me and in my name to vote at the Special Meeting of Shareholders of American
National Bank-Fox Cities, to be held on _________, 1998, or at any adjournment
of that meeting, with all powers I should have if personally present, hereby
revoking all proxies heretofore given. I acknowledge that I have received a
Notice of Special Meeting of Shareholders and a Proxy Statement relating to the
meeting. I hereby direct that the person(s) designated above vote as follows:
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ]
the following resolution:
RESOLVED, that the formation of a bank holding company for American
National Bank-Fox Cities, pursuant to the terms and conditions of an
Agreement and Plan of Reorganization between American National Bank-Fox
Cities and American National Bancorp, Inc. and a Merger Agreement between
American National Bank-Fox Cities and New American National Bank-Fox
Cities, whereby (i) American National Bank- Fox Cities will become a
wholly-owned subsidiary of American National Bancorp, Inc., and (ii)
shareholders of American National Bank-Fox Cities will become shareholders
of American National Bancorp, Inc., is hereby authorized and approved.
(2) In his/her discretion as to any other matters that may properly come before
the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REORGANIZATION.
This proxy, when properly signed, will be voted in the manner directed by
the undersigned shareholder. If the manner in which to vote is not supplied, the
undersigned shareholder will be deemed to have designated a vote "FOR" the
formation of the bank holding company.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears on your stock certificates. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: __________________, 1998.
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Signature
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Signature if held jointly, or title
* If a name is inserted here, only that person will be entitled to vote the
proxy.
