[MIDLAND CAPITAL HOLDINGS CORPORATION]
September 25, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Midland Capital
Holdings Corporation (the "Company"), we cordially invite you to attend the 2000
Annual Meeting of Stockholders of the Company (the "Meeting"). The Meeting will
be held at 2:00 p.m., local time, on October 18, 2000, at the main office of the
Company located at 8929 S. Harlem Avenue, Bridgeview, Illinois.
In addition to the election of two directors of the Company, stockholders
are being asked to ratify the appointment of Cobitz, VandenBerg & Fennessy as
auditors for the Company. Accordingly, your Board of Directors unanimously
recommends that you vote for each of these proposals.
We encourage you to attend the Meeting in person. Whether or not you plan
to attend, however, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy and return it in the accompanying postpaid
return envelope as promptly as possible. This will save the Company additional
expense in soliciting proxies and will ensure that your shares are represented
at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
PAUL M. ZOGAS
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
MIDLAND CAPITAL HOLDINGS CORPORATION
8929 South Harlem Avenue
Bridgeview, Illinois 60455
(708) 598-9400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 18, 2000
Notice is hereby given that the 2000 Annual Meeting of Stockholders (the
"Meeting") of Midland Capital Holdings Corporation (the "Company") will be held
at 2:00 p.m., local time, on October 18, 2000, at the main office of the Company
located at 8929 South Harlem Avenue, Bridgeview, Illinois.
A proxy card and a proxy statement for the Meeting are enclosed. The
Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The ratification of the appointment of Cobitz, VandenBerg &
Fennessy as independent auditors of the Company for the fiscal
year ending June 30, 2001; and
such other matters as may properly come before the Meeting or any adjournments
or postponements thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned or postponed. Stockholders of record at the close of
business on September 15, 2000 are the stockholders entitled to vote at the
Meeting and any adjournments or postponements thereof. A complete list of
stockholders entitled to vote at the Meeting will be available at the main
office of the Company during the ten days prior to the Meeting, as well as at
the Meeting.
You are requested to complete, sign and date the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed postage paid return envelope. The proxy will not be used if you
attend and vote at the Meeting in person.
By Order of the Board of Directors
Paul M. Zogas
Chairman of the Board, President
and Chief Executive Officer
Bridgeview, Illinois
September 25, 2000
--------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
--------------------------------------------------------------------------------
1
<PAGE>
PROXY STATEMENT
MIDLAND CAPITAL HOLDINGS CORPORATION
8929 South Harlem Avenue
Bridgeview, Illinois 60455
(708) 598-9400
---------------------
ANNUAL MEETING OF STOCKHOLDERS
October 18, 2000
---------------------
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Midland Capital Holdings
Corporation (the "Company") to be used at the 2000 Annual Meeting of
Stockholders of the Company (the "Meeting"), to be held at the main office of
the Company located at 8929 South Harlem Avenue, Bridgeview, Illinois, on
October 18, 2000 at 2:00 p.m., local time, and at all adjournments or
postponements of the Meeting. The accompanying Notice of Meeting, proxy card and
this proxy statement are first being mailed to stockholders on or about
September 25, 2000. Certain of the information provided herein relates to
Midland Federal Savings and Loan Association (the "Association"), a wholly owned
subsidiary of the Company.
At the Meeting, the stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company and (ii) the
ratification of the appointment of Cobitz, VandenBerg & Fennessy as the
Company's independent accountants for the fiscal year ending June 30, 2001. Your
Board of Directors unanimously recommends that you vote for each of management's
nominees for election as directors and for the ratification of the appointment
of Cobitz, VandenBerg & Fennessy.
Vote Required and Proxy Information
All shares of common stock, par value $.01 per share, of the Company (the
"Common Stock") represented at the Meeting by properly executed proxies received
prior to or at the Meeting, and not revoked, will be voted at the Meeting in
accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the nominees and the adoption of the
proposal set forth in this proxy statement. The Company does not know of any
matters, other than as described in the Notice of Meeting, that are to come
before the Meeting. If any other matters are properly presented at the Meeting
for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. Votes withheld and broker non-votes will have no effect on the
election of directors. The ratification of the appointment of auditors requires
the affirmative vote of a majority of the votes cast on the proposal. Proxies
marked to abstain will have the same effect as votes against the proposal to
ratify the appointment of the independent auditors. Broker non-votes will have
no effect on this proposal. One-third of the shares of the Common Stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Charles A.
Zogas, Secretary, at the address stated above.
1
<PAGE>
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 15, 2000,
will be entitled to one vote for each share then held. As of that date, the
Company had 363,975 shares of Common Stock issued and outstanding. The following
table sets forth information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Company's Common Stock, (ii) the Company's Chief Executive Officer, and each
other executive officer whose salary and bonus for fiscal 2000 exceeded $100,000
(the "Named Officers") and (iii) all directors, nominees and executive officers
of the Company and the Association as a group.
<TABLE>
Beneficial Owner Shares Beneficially Owned Percent of Class
------------------------------------------- ----------------------------- -----------------------
<S> <C> <C>
Over 5% Beneficial Owners
Algerd A. Brazis, Director 21,725(1) 5.94%
8929 South Harlem Avenue
Bridgeview, Illinois 60455
Jeffrey S. Halis 20,000(2) 5.49%
500 Park Avenue
Fifth Floor
New York, New York 10022
Richard A. Horstman 20,000(3) 5.49%
31 Boulder Wood Drive
Bernardsville, New Jersey 07924
Named Officers
Paul M. Zogas, Chairman of the Board, 107,042(4) 29.41%
President and Chief Executive Officer
8929 South Harlem Avenue
Bridgeview, Illinois 60455
Charles A. Zogas, Director, Executive Vice 84,623(4) 23.25%
President and Secretary
8929 South Harlem Avenue
Bridgeview, Illinois 60455
Directors and executive officers 236,870(5) 63.57%
of the Company as a group
(6 persons)
</TABLE>
---------------
(1) The above information is as reported in a Schedule 13D filed August 3,
1998, by the above-referenced person plus an aggregate of 1,725 shares
under options issued pursuant to the Company's Stock Option and
Incentive Plan (the "Stock Option Plan"). Mr. Brazis reported shared
voting and investment power with his wife and the Algerd A. and Aldona
Brazis Loving Trust.
(2) The above information is as reported in a Schedule 13D filed June, 29,
1999. Mr. Halis claimed sole voting and dispositive power in regards to
the 20,000 shares he holds.
(3) The above information as reported in a Schedule 13D filed
September 9, 1993.
(4) Each person has reported sole voting and investment power with respect
to the shares held by them, respectively.
(5) Includes shares held directly, held in retirement accounts, held by
certain members of the named individuals' families, or held by trusts
of which the named individuals may be deemed to have sole or shared
voting or dispositive power. Includes 8,625 shares of all directors and
executive officers as a group, which are subject to options currently
exercisable or exercisable within 60 days of September 15, 2000,
granted under the Stock Option Plan. Also includes 8,276 restricted
shares of all directors and executive officers as a group, which were
awarded under the Bank Incentive Plan and Trust (BIP). Amount excludes
865, 865 and 345 unvested shares awarded to Messrs. C. Zogas, P. Zogas
and Taylor, respectively, pursuant to the BIP.
2
<PAGE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors consists of six members. The Board of
Directors is divided into three classes, each of which contains one-third of the
Board of Directors. One-third of the directors are elected annually. Directors
of the Company are generally elected to serve for a three-year period or until
their respective successors are elected and qualified.
The table below sets forth certain information regarding the present
members and nominees of the Company's Board of Directors. The Board of Directors
acting as the nominating committee has recommended and approved the nominees
identified in the following table. Algerd Brazis and Charles A. Zogas have been
nominated for terms of three years. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to a nominee) will be voted at the Meeting "FOR" the election of the
nominees identified below. If a nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why the nominees may be unable to serve,
if elected. Except as disclosed herein, there are no arrangements or
understandings between the nominees and any other person pursuant to which the
nominees were selected.
<TABLE>
Shares of
Position(s) Held Common Stock Percent
in the Company Director Term to Beneficially of
Name Age(1) and the Association Since(2) Expire Owned(3) Class
------------------------------------------------------------------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Algerd Brazis 85 Director 1976 2003 21,725 5.94%
Charles A. Zogas 46 Director, Executive Vice 1983 2003 84,623(4) 23.25%
President and Secretary
DIRECTORS CONTINUING IN OFFICE
Jonas Vaznelis 80 Director 1977 2001 3,925 1.07%
Paul M. Zogas 45 Chairman of the Board, President 1982 2001 107,042(4) 29.41%
and Chief Executive Officer
Michael J. Kukanza 40 Director 1996 2002 11,725 3.21%
Richard Taylor 50 Director and Vice President 1990 2002 7,830(4) 2.13%
</TABLE>
(1) At June 30, 2000.
(2) Includes service as a director of the Association.
(3) Amounts include shares held directly as well as shares held by certain
members of the named individuals' families with respect to which shares
the respective directors may be deemed to have sole or shared voting
and/or investment power. Also includes 1,725, 1,725, 3,450 and 1,725
shares subject to options granted under the Stock Option Plan to Mr.
Brazis, Mr. Kukanza, Mr. Taylor and Mr. Vaznelis, respectively, which
are currently exercisable or exercisable within 60 days of September
15, 2000. Also includes 1,380, 3,448 and 3,448 shares awarded under the
BIP to Mr. Taylor, Mr. C. Zogas and Mr. P. Zogas, respectively.
(4) Amount excludes 345, 865 and 865 unvested shares awarded to Messrs.
Taylor, C. Zogas and P. Zogas, respectively, pursuant to the BIP.
The business experience of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Algerd Brazis. Mr. Brazis retired as the owner of Al's Hilltop Lounge
located in Justice, Illinois in 1983. Mr. Brazis is a Director of the Knights of
Lithuania Mid-America District and is an Officer of the Lithuanian Chamber of
Commerce.
3
<PAGE>
Charles Zogas. Mr. Zogas has been the Executive Vice President and the
Chief Operations Officer of the Association since 1982. He was elected a
Director in 1983, and also serves as Secretary and Treasurer. Mr. Zogas holds a
BS degree from the University of Notre Dame in Notre Dame, Indiana, and a Juris
Doctor degree from IIT/Chicago - Kent College of Law. Mr. Zogas also provides
legal services from time to time to private clients and serves as Director of
Midland Business Systems, Inc., a computer sales, service and consulting company
located in Chicago, Illinois. Mr. Zogas is the brother of Paul Zogas.
Jonas Vaznelis. Mr. Vaznelis retired as the owner and President of Gifts
International located in Chicago, Illinois, in 1995. Mr. Vaznelis is a member of
the Lithuanian Community Council of Chicago, Illinois, and the Lithuanian
Foundation, Inc. He is also a committee member of the Board of Zoning Appeals
for Beverly Shores, Indiana.
Paul Zogas. Mr. Zogas has been Chairman of the Board, President and Chief
Executive Officer since 1983, and a Director since 1982. Mr. Zogas holds a BA
degree in Economics from the University of Michigan in Ann Arbor, and a Juris
Doctor degree from De Paul University College of Law in Chicago. Mr. Zogas
provides legal services from time to time to private clients, and serves as
Director of Midland Business Systems, Inc., a computer sales, service and
consulting company located in Chicago, Illinois. Mr. Zogas is the brother of
Charles Zogas.
Michael J. Kukanza. Mr. Kukanza was elected to the Board of Directors in
October 1996. Mr. Kukanza is a Principal in a Chicago-based asset management
company, Compass Asset Management, L.L.C. Prior to joining Compass Asset
Management, Mr. Kukanza was Senior Vice President, Global Foreign Exchange
Options Head at NationsBanc-CRT until April 1996. While at NationsBanc-CRT, Mr.
Kukanza served on the Federal Reserve Bank Foreign Exchange Advisory Committee
and held a seat on the FX Risk Management Subcommittee. Prior to that position,
Mr. Kukanza was Managing Director responsible for Global Foreign Exchange
Options at Merrill Lynch & Company based both in New York and London from April
1989 until September 1994. Before joining Merrill Lynch, Mr. Kukanza was a
Principal in Equity Options at O'Connor & Associates, based in Chicago,
beginning in September 1982. Mr. Kukanza holds a BA degree in Economics from the
University of Chicago and has completed all graduate level courses for an MA
degree in Economics from the University of Virginia.
Richard Taylor. Mr. Taylor joined the Association in 1972. Since joining
the Association in 1972, he has held various lending positions and has held the
position of Vice President in Charge of Lending since 1982. Mr. Taylor holds a
BS degree from Illinois State University, and is also a licensed real estate and
insurance broker.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board of
Directors are generally held on a monthly basis. The Board of Directors met 13
times during fiscal 2000. During fiscal 2000, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served.
The Board of Directors has established Executive, Audit, Loan,
Asset/Liability, Trust, Compensation and Stock Option and Incentive Plan
committees.
The Executive Committee, consisting of Directors P. Zogas, C. Zogas and
Brazis, meets on an as needed basis to exercise the power of the Board in
between Board meetings. This committee did not meet during the fiscal year ended
June 30, 2000.
The Audit Committee, consisting of Directors Brazis, Kukanza and Vaznelis,
meets as needed to review recommendations of the internal auditor, and annually
to review the annual audit by the independent auditors. In fiscal 2000, this
committee did not meet at the Company level; however, the Association's audit
committee, which serves the same function as to the Association and has the
identical makeup, met four times during fiscal 2000.
4
<PAGE>
The Loan Committee, composed of Directors Vaznelis, Brazis and Taylor,
meets monthly to review loans in excess of officer loan authority and to
establish lending policies. This committee met 12 times during the fiscal year
ended June 30, 2000.
The Asset/Liability Committee, composed of Directors P. Zogas, C. Zogas,
Kukanza and Vaznelis, meets as needed to establish asset/liability policy. This
committee did not meet during the fiscal year ended June 30, 2000.
The Trust Committee, composed of Directors P. Zogas, C. Zogas and Vaznelis,
meets as needed to establish policies for the land trust department and to
ensure compliance with those policies. This committee did not meet during the
fiscal year ended June 30, 2000.
The Compensation Committee, composed of Directors P. Zogas, Kukanza and
Brazis, meets at least annually to make compensation recommendations. This
committee met once during the fiscal year ended June 30, 2000.
The Stock Option and Incentive Plan Committee, composed of Directors Brazis
and Vaznelis, meets to make awards under the Stock Option Plan and the BIP. This
committee did not meet during the fiscal year ended June 30, 2000.
The entire Board of Directors acts as a nominating committee for selecting
nominees for election as directors. Nominations of persons for election to the
Board of Directors may be made only by or at the direction of the Board of
Directors or by any stockholder entitled to vote for the election of directors
who complies with the notice procedures set forth in the Association's Bylaws.
Director Compensation
Directors fees are paid to directors in the amount of $650 for each regular
meeting of the board attended and $150 for each special meeting attended in
fiscal 2000. Non-employee directors received a fee in the amount of $150 for
each committee meeting attended.
Executive Compensation
The following table sets forth information regarding compensation paid or
accrued by the Company and the Association to their Chief Executive Officer and
Executive Vice President for services rendered during the past three fiscal
years. No other executive officer made in excess of $100,000 during the year
ended June 30, 2000.
<TABLE>
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards
--------------------------------------------------------------------------------------------------
Restricted
Other Annual Stock All Other
Name and Principal Salary Bonus Compensation Award(s) Compensation
Position Year ($)(1) ($) ($) ($)(2) ($)(3)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Paul Zogas, Chairman of the Board, 2000 $151,190 $--- $--- $12,068 $4,302
President and Chief Executive Officer 1999 148,784 --- --- 17,671 4,230
1998 142,809 --- --- 25,806 4,087
===================================================================================================================
</TABLE>
(1) Includes directors fees paid to Mr. Zogas for the years ended June 30,
1998, 1999 and 2000 of $7,800 per year.
(2) Represents the dollar value of 862 shares of the Company's Common Stock
vested during the 1998,1999 and 2000 fiscal year and granted pursuant to
the BIP, based on the closing price of the Common Stock of $30.00 on June
30, 1998, of $20.50 on June 30, 1999 and of $14.00 on June 30, 2000. There
was a grant of 4,312 shares of stock under this plan which vest in five
equal, annual installments with the first vesting to starting on November
20, 1996. Dividends on stock awarded pursuant to the BIP are paid to award
recipients.
(3) Represents an employer contribution to Mr. P. Zogas' 401(k) account.
5
<PAGE>
No stock appreciation rights, limited stock appreciation rights or stock
options were granted to the Named Officers during the fiscal year ended June 30,
2000.
Employment Agreement. In fiscal 1993, the Association entered into an
employment agreement with Paul Zogas for a one year term. The employment
agreement provides for an initial base salary equal to his salary in effect on
the date of the contract, with an annual raise to be determined by the Board of
Directors. The contract automatically extends for one year at each anniversary
date (provided that there is a performance review of the employee) until either
the Association or Mr. Zogas gives written notice to the contrary. The contract
provides for termination upon Mr. Zogas's death, for cause or in certain events
specified by regulations of the Office of Thrift Supervision ("OTS"). Under the
terms of the contract, in the event that Mr. Zogas is terminated in connection
with a change in control, he may be entitled to be paid for the remaining term
of his contract as well as to receive a payment equal to one year's salary. The
contracts provide, among other things, for participation in an equitable manner
in employee benefits applicable to executive personnel. The employment contract
may have an "anti-takeover" effect that could affect a proposed future
acquisition of control of the Association by rendering it more time consuming
and expensive to remove the subject employee.
Based on his current salary, if Mr. Zogas had been terminated as of June
30, 2000, under circumstances entitling him to severance pay as describe above,
he would have been entitled to receive a lump sum cash payment of approximately
$151,190, in addition to the other payment to be received based on the term
remaining under his employment agreement, as described above.
Pension Plan
Defined Benefit Pension Plan. The Association sponsors a defined benefit
pension plan (the "Pension Plan"). Eligible employees participate in the Pension
Plan after they attain age 21 and following the completion of 12 months of
service, provided the employee has completed at least 1,000 hours of work during
such 12-month period. The Pension Plan is funded solely through contributions
made by the Association.
The table below sets forth, as of June 30, 2000, estimated annual pension
benefits for individuals at age 65 payable in the form of benefit for various
levels of compensation and years of service. The figures in this table are based
upon the assumption that the individual is currently age 65 as of June 30, 2000
with a specified number of years of service. At June 30, 2000, the estimated
credited years of service of Mr. P. Zogas was 22.
<TABLE>
Average Annual Annual Pension Benefit Based on Years of Service
-------------------------------------------------------
Compensation 10 20 30 40
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 20,000 $ 2,500 $ 5,000 $ 7,500 $ 10,300
40,000 5,500 11,000 16,500 22,300
60,000 8,500 17,000 25,500 34,300
80,000 11,500 23,000 34,500 46,300
100,000 14,500 29,000 43,500 58,300
120,000 17,500 35,000 52,500 70,300
140,000 20,500 41,000 61,500 82,300
</TABLE>
Bank Incentive Plan and Trust
The Association established in 1995 a Bank Incentive Plan and Trust ("BIP")
in order to provide persons in key management positions with a proprietary
interest in the Association in a manner designed to encourage such key persons
to remain with the Association. The Association contributed funds to the BIP to
enable it to acquire an amount of stock in the open market equal to 3% of the
shares issued in the conversion or 10,350 shares. Such acquisition will result
in an increase in the Association's compensation expense.
6
<PAGE>
The Compensation Committee of the Board of Directors of the Association
administers the BIP. Under the terms of the BIP, awards ("Awards") can be
granted to key employees in the form of shares of common stock held by the BIP.
Awards are non-transferable and non-assignable. Recipients will earn (i.e.,
become vested in), over a period of time, the shares of common stock covered by
the Award. The Compensation Committee has determined that the awards are to be
earned over a five year vesting period. Awards will be 100% vested upon
termination of employment due to death or disability (as defined in the BIP), or
following a change in the control (as defined in the BIP) of the Association. At
June 30, 2000, awards covering 10,350 shares had been issued of which 8,276
shares had vested. No shares remain unallocated under the plan.
Certain Relationships and Related Transactions
The Association, like many financial institutions, has followed a policy of
granting loans to eligible officers, directors and employees for the financing
of their personal residences. Loans are made in the ordinary course of business
on substantially the same terms and conditions as those of comparable
transactions prevailing at the time, and do not involve more than the normal
risk of collectibility or present other unfavorable features. Federal law
requires that all such transactions with officers and directors be on terms and
conditions comparable to those for similar transactions with non-affiliates.
No loans with reduced interest rates or fees were outstanding to any of its
directors and officers whose aggregate indebtedness exceeded $60,000 at any time
during the year ended June 30, 2000, except indicated below. The Association
made a loan on March 15, 1988, in the amount of $360,000 to Charles Zogas,
Executive Vice President and Secretary, for a residential mortgage loan on his
principal residence. The points in connection with the loan were waived, and the
rate was 7.00%, as compared to market rates of 9.87% at the time the loan was
made. The outstanding balance of the loan was $292,300 at June 30, 2000, and the
largest outstanding balance since June 30, 1999, was $300,274.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has appointed Cobitz, VandenBerg & Fennessy to be
its auditors for the 2001 fiscal year, subject to the ratification of the
appointment by the Company's stockholders. A representative of Cobitz,
VandenBerg & Fennessy is expected to attend the Annual Meeting to respond to
appropriate questions and will have an opportunity to make a statement if he or
she so desires.
The Board of Directors recommends that stockholders vote "for" the
ratification of the appointment of Cobitz, VandenBerg & Fennessy as the
Company's auditors for the year ending June 30, 2001.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office, 8929 South
Harlem Avenue, Bridgeview, Illinois 60455, no later than May 28, 2001. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended. If a proposal does not meet the
above requirements for inclusion in the Company's proxy materials, but otherwise
meets the Company's eligibility requirements to be represented at the next
Annual Meeting of Stockholders, the persons named in the enclosed form of proxy
and acting thereon will have the discretion to vote on any such proposal in
accordance with their best judgment if the proposal is received at the Company's
main office later than August 20, 2001; provided however, that in the event that
the date of next year's annual meeting is held before September 29, 2001 or
after December 17, 2001, the stockholder proposal must be received on or before
the close of business on the later of the 60th day prior to such annual meeting
or the tenth day following the day on which notice of the date of the annual
meeting was mailed or public announcement of the date of such meeting was made,
whichever occurs first.
7
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this proxy statement. However,
if any other matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Company Common Stock. In addition to solicitation by
mail, directors and officers of the Company and regular employees of the Company
may solicit proxies personally or by telegraph or telephone, without additional
compensation.
By Order of the Board of Directors
Paul Zogas
Chairman of the Board, President
and Chief Executive Officer
Bridgeview, Illinois
September 25, 2000
8
<PAGE>
REVOCABLE PROXY
MIDLAND CAPITAL HOLDINGS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
October 18, 2000
The undersigned hereby appoints the Board of Directors of Midland Capital
Holdings Corporation (the "Company"), and its survivor, with full powers of
substitution, to act as attorney and proxy for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders, to be held on October 18, 2000, at 2:00
p.m., local time, and at any and all adjournments thereof, as follows:
I. The election as directors of all
nominees listed (except as marked to
the contrary below):
<TABLE>
FOR ALL
FOR WITHHOLD EXCEPT
----------------------------------------------------------------------------------
<S> <C> <C> <C>
ALGERD BRAZIS (3-year term) ----- ----- -----
CHARELS A. ZOGAS (3-year term) ----- ----- -----
</TABLE>
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK "FOR ALL EXCEPT").
<TABLE>
FOR AGAINST ABSTAIN
----------------------------------------------------------------------------------
<S> <C> <C> <C>
II. The ratification of the appointment
of Cobitz, VandenBerg & Fennessy ----- ----- -----
as independent auditors for the
Company for the fiscal year ending
June 30, 2001.
</TABLE>
In their discretion, the proxies are authorized to vote upon any other
business matters that may properly come before the Meeting or any adjournment
thereof.
The Board of Directors recommends a vote "FOR" the election of the nominess
listed above and "FOR" the ratification for the appointment of Cobitz,
VandenBerg & Fennessy.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED ABOVE AND FOR THE
RATIFICATION FOR THE APPOINTMENT OF COBITZ, VANDENBERG & FENNESSY. IF ANY OTHER
BUSINESS IS PRESENTED AT THIS MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of such attorney and proxy shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of Notice of the Meeting, a proxy statement and the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2000.
Dated:___________________, 2000
----------------------------- ------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
---------------------------- ------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears above on this card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
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<PAGE>
