SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
NORTHERN STAR FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
NORTHERN STAR FINANCIAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Northern Star Financial, Inc.
will be held on October 30, 2000, at 4:00 p.m. (Central Standard Time), at the
office of Northern Star Bank, 1650 Madison Avenue, Mankato, Minnesota, for the
following purposes:
1. To set the number of directors at seven (7).
2. To elect three (3) Class II directors for the ensuing year.
3. To consider and act upon such other matters as may properly
come before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on September 25,
2000, are entitled to notice of and to vote at the meeting or any adjournment
thereof.
Your vote is important. We ask that you complete, sign, date and return
the enclosed proxy in the envelope provided for your convenience. The prompt
return of proxies will save the Company the expense of further requests for
proxies.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thompas P. Stienessen
Thomas P. Stienessen
Chief Executive Officer
Mankato, Minnesota
October 2, 2000
<PAGE>
NORTHERN STAR FINANCIAL, INC.
Annual Meeting of Shareholders
October 30, 2000
PROXY STATEMENT
INTRODUCTION
Your Proxy is solicited by the Board of Directors of Northern Star
Financial, Inc. ("the Company") for use at the Annual Meeting of Shareholders to
be held on October 30, 2000, at the location and for the purposes set forth in
the Notice of Meeting, and at any adjournment thereof.
The cost of soliciting proxies, including the preparation, assembly and
mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to beneficial owners of stock, will be borne by the
Company. Directors, officers and regular employees of the Company may, without
compensation other than their regular remuneration, solicit proxies personally
or by telephone.
Any shareholder giving a proxy may revoke it at any time prior to its
use at the meeting by giving written notice of such revocation to the Secretary
of the Company. Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the proxy for that
purpose. Proxies which are signed but which lack any such specification will,
subject to the following, be voted in favor of the proposals set forth in the
Notice of Meeting and in favor of the number and slate of directors proposed by
the Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but shall not be deemed to
have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a broker
returns a "non-vote" proxy, indicating a lack of voting instructions by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote proxy shall be deemed present at the meeting for purposes of
determining a quorum but shall not be deemed to be represented at the meeting
for purposes of calculating the vote required for approval of such matter.
The mailing address of the principal executive office of the Company is
1650 Madison Avenue, Mankato, Minnesota 56001. The Company expects that this
Proxy Statement, the related proxy and Notice of Meeting will first be mailed to
shareholders on or about October 2, 2000.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed September 25, 2000, as
the record date for determining shareholders entitled to vote at the Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the Annual Meeting. At the close of business on September 25, 2000,
<PAGE>
427,600 shares of the Company's Common Stock were issued and outstanding. The
Common Stock is the only outstanding class of capital stock of the Company
entitled to vote at the meeting. Each share of Common Stock is entitled to one
vote on each matter to be voted upon at the meeting. Holders of Common Stock are
not entitled to cumulative voting rights.
SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table provides information as of September 25, 2000,
concerning the beneficial ownership of Common Stock of the Company by each
person known to the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock, by each executive officer of the Company
named in the Summary Compensation Table, by each director and nominee for
director of the Company, and by all directors and executive officers of the
Company as a group. Unless otherwise indicated, the shareholders listed in the
table have sole voting and investment powers with respect to the shares
indicated.
Name and Address of Number of Shares Percent of
Beneficial Owner Beneficially Owned Class(1)
Frank L. Gazzola 47,400(2)(3) 10.7%
224 Crestwood Drive
North Mankato, MN 56003
Steven A. Loehr 46,400(2)(4) 10.5%
5216 Richwood Drive
Edina, MN 55436
Thomas P. Stienessen 43,400(5) 9.9%
1650 Madison Avenue
Mankato, MN 56001
Thomas J. Reynolds 47,400(2)(6) 10.7%
19 Dellview Lane
Mankato, MN 56001
Robert H. Dittrich 40,000(2)(7) 9.2%
826 North Broadway
New Ulm, MN 56073
Dean M. Doyscher 39,000(2)(8) 8.8%
78 Cree Point Drive
Mankato, MN 56001
Michael P. Reynolds 10,200(2)(9) 2.3%
74 Cree Point Drive
Mankato, MN 56001
Joyce Larson 50,000(10) 11.7%
5231 Agate Road
Upsala, MN 56384
Melvin Larson 50,000(10) 11.7%
5231 Agate Road
Upsala, MN 56384
Mesirow Financial Inc. 33,950 8.0%
350 North Clark
Chicago, IL 60610
<PAGE>
Catalytic Combustion Corp. 401(k) Plan 30,000 7.0%
909 21st Avenue
Bloomer, WI 54724
Susan L. Baker 30,000 7.0%
455 Grove Street
Upper Montclair, NJ 07043
Directors and Officers as a Group
(7 persons) 273,800(11) 53.3%
-----------------------
(1) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them as of September 25, 2000, or within
sixty days of such date are treated as outstanding only when
determining the percent owned by such individual and when determining
the percent owned by a group.
(2) Includes 3,000 shares which will become purchasable on the date of the
Annual Meeting pursuant to an automatic option grant under the
Company's 1998 Equity Incentive Plan.
(3) Includes 12,400 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000.
(4) Includes 11,400 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000.
(5) Includes 9,400 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000. Mr.
Stienessen shares voting and investment power over such shares with his
wife.
(6) Includes 12,400 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000. Mr.
Reynolds shares voting and investment power over such shares with his
wife.
(7) Includes 5,000 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000.
(8) Includes 11,000 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000. Mr.
Doyscher shares voting and investment power over such shares with his
wife.
(9) Includes 9,200 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000.
(10) Includes 67,800 shares purchasable upon exercise of options presently
exercisable or exercisable within 60 days of September 25, 2000 and
18,000 shares which will become exercisable on the date of the Annual
Meeting pursuant to an automatic option grant under the Company's 1998
Equity Incentive Plan.
ELECTION OF DIRECTORS
(Proposals #1 and #2)
General Information
The Bylaws of the Company provide that the number of directors, which
shall not be less than one, shall be determined by the shareholders at each
annual meeting. The Bylaws also provide for the election of three classes of
directors with terms staggered so as to require the election of only one class
of directors each year. Only directors who are members of Class II will be
<PAGE>
elected at the Annual Meeting. Directors who are members of Classes I and III
will continue to serve for the terms for which they were previously elected. The
Board of Directors recommends that the number of directors be set at seven and
that three Class II directors be elected at the Annual Meeting. Under applicable
Minnesota law, approval of the proposal to set the number of directors at seven,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting. The Board of Directors nominates Robert H. Dittrich, Frank L.
Gazzola and Thomas P. Stienessen for re-election as Class II directors. If
elected, Messrs. Dittrich, Gazzola and Stienessen will each serve for a three
year term as a Class II director and until his successor has been duly elected
and qualified.
In the absence of other instructions, each proxy will be voted for each
of the Class II nominees. If, prior to the meeting, it should become known that
any of the Class II nominees will be unable to serve as a director after the
meeting by reason of death, incapacity or other unexpected occurrence, the
proxies will be voted for such substitute nominee as is selected by the Board of
Directors or, alternatively, not voted for any nominee. The Board of Directors
has no reason to believe that any nominee will be unable to serve. Following is
information about the nominees and all other directors of the Company whose
terms continue beyond the Annual Meeting.
Robert H. Dittrich (Class II, term ending at 2000 Annual Meeting), age
63, has been a director of the Company since March 1999. Mr. Dittrich has been
involved in banking as an owner and director since 1972. Mr. Dittrich is
currently the owner and Chairman of American Community Banks and Insurance
Agencies in Sleepy Eye, Medford and Chanhassen, Minnesota. Mr. Dittrich is also
the owner of Dittrich Specialties of New Ulm and Inver Grove Heights, Minnesota,
and Midwest Commodities Brokers and Traders, Inc. in New Ulm, Minnesota.
Dean M. Doyscher (Class III, term ending at 2001 Annual Meeting), age
55, has been a director of the Company since its formation. Mr. Doyscher has
served as President of Security Management and Realty, Inc. since 1978. Security
Management and Realty, Inc. owns and manages commercial property throughout all
of rural Minnesota including rural housing projects in over 55 Minnesota cities.
Mr. Doyscher attended Mankato State University where he earned both
undergraduate and graduate degrees in Urban and Regional Planning. Mr. Doyscher
was employed as the Deputy Director of the Model Cities Program for Lewiston,
Maine before becoming the Director of Planning for the City of Mankato and Blue
Earth County in 1972. During 1973-1976 Mr. Doyscher served as the first
Executive Director of the Region Nine Development Commission serving nine
counties in South Central Minnesota. Prior to forming his own management and
realty company in 1988, Mr. Doyscher served from 1976-1988 as a consultant with
Professional Planning and Development, providing rural Minnesota cities with tax
increment financing, economic development, zoning and housing plans.
Professional Planning and Development was named Minnesota's Economic Developer
of the Year in 1988. Mr. Doyscher's other relevant experience includes service
as President, Minnesota Planning Association; Director, Minnesota Council for
Affordable and Rural Housing; and past member of the Board of Directors,
Mid-America, Bank South.
Frank L. Gazzola (Class II, term ending at 2000 Annual Meeting), age
72, has been Chief Financial Officer, Treasurer, Secretary and a director of the
Company since its formation. Mr. Gazzola has served as President of Frank L.
Gazzola, Chartered, Certified Public Accountants since 1987. Mr. Gazzola has
been engaged in public accounting for over 25 years, for most of that time as
<PAGE>
the founder and managing partner of one of Southern Minnesota's largest CPA
firms. Mr. Gazzola was a founder of SGL, Inc., a holding company for the Family
Bank, and served as an officer and director until April 1998. He has served on
the boards of numerous civic, commercial and financial enterprises including
Mankato District 77 School Board and as a Director and Treasurer of American
Western Corporation, a manufacturer of extruded plastic products. Mr. Gazzola
attended Columbia University, the University of Minnesota, and Mankato State
University from which he received a B.S. in Business Administration.
Steven A. Loehr (Class I, term ending at 2002 Annual Meeting), age 51,
has been a director of the Company since March 1999. Mr. Loehr is currently a
consultant to the mortgage banking industry. Mr. Loehr served as President of
Homeland Mortgage, LLC, a mortgage banker, from July 1999 through December 1999.
From February 1992 to September 1998 he served as Senior Vice President of
Voyager Bank.
Michael P. Reynolds (Class I, term ending at 2002 Annual Meeting), age
58, has been a Director of the Company since its formation. Mr. Reynolds has
served as Vice-President of Reynolds Welding Supply Company in Mankato,
Minnesota and Welders Supply Company in Wilmar, Minnesota since 1963. Reynolds
Welding Supply Company is engaged in the sale of industrial gases and welding
supplies and operates in three states. Mr. Reynolds has been involved in many
fund raising efforts for the Mankato State University Athletic Department. He
previously served as volunteer for the Mankato United Way and is a past
president of the Mankato Golf Club. Mr. Reynolds is the brother of Thomas
Reynolds.
Thomas J. Reynolds (Class III, term ending at 2001 Annual Meeting), age
63, has been a director of the Company since its formation. Mr. Reynolds is a
Mankato native and has served as President of Welders Supply Company and
Reynolds Welding Supply since 1952. Mr. Reynolds served on the Board of
Directors for the National Bank of Commerce, presently called Mid-America Bank,
for six years from 1984 to 1990. Mr. Reynolds is the brother of Michael
Reynolds.
Thomas P. Stienessen, (Class II, term ending at 2000 Annual Meeting),
age 54, has been Chief Executive Officer, President and a director of the
Company since its formation. Prior to forming the Company, Mr. Stienessen served
as Chief Executive Officer and President of SGL, Inc., a holding company for the
Family Bank, where Mr. Stienessen served as Chairman, Chief Executive Officer,
President and a Director as well as a member of the Executive and Operating
Committees since January 1991. Mr. Stienessen has more than 25 years of
experience in banking and in mortgage banking, including consumer, residential,
construction, commercial and commercial real estate lending. Mr. Stienessen's
experience includes bank marketing, branch management, branch operations,
accounting, planning and budgeting, underwriting and correspondent/lending.
Previous banking experiences include positions as Senior Vice President of TCF
Mortgage Corporation and Vice President and Regional Manager of TCF Bank.
Committee and Board Meetings
The Company's Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee. The Audit Committee is responsible for
reviewing the Company's audit process. During fiscal 2000, the Audit Committee,
which consists of Messrs. Doyscher, Gazzola, Michael Reynolds and Thomas
Reynolds, met four times. The Compensation Committee recommends to the Board of
Directors from time to time the salaries and incentive compensation to be paid
to executive officers of the Company and administers the Company's stock option
<PAGE>
plan. The Compensation Committee, which consists of Messrs. Doyscher, Gazzola,
Michael Reynolds and Thomas Reynolds, met once during fiscal 2000.
The Directors and Committee members often communicate informally to
discuss the affairs of the Company and, when appropriate, take formal Board and
Committee action by unanimous written consent of all Directors or Committee
members, in accordance with Minnesota law, rather than hold formal meetings.
During fiscal 2000, the Board of Directors held 12 formal meetings. Each
director attended at least 75% of the total number of meetings (held during the
period(s) for which he has been a director or served on committee(s)) of the
Board and of committee(s) of which he was a member.
Directors' Fees
Directors currently receive directors' fees in the amount of $1,000 per
year plus $500 for each Board or Committee meeting attended. In addition, under
the Company's 1998 Equity Incentive Plan, persons who were nonemployee directors
at the time of adoption of the Plan or who are subsequently elected to the Board
of Directors are automatically granted a nonqualified option to purchase 3,000
shares of Common Stock at fair market value. Each nonemployee director who is
re-elected as a director or whose term of office continues after a meeting at
which directors are elected is automatically granted an option to purchase 3,000
shares of Common Stock at fair market value. During fiscal 2000, each current
director except Mr. Stienessen received an option to purchase 3,000 shares at
$10.50 per share pursuant to the Plan.
CERTAIN TRANSACTIONS
The Company's wholly-owned subsidiary, Northern Star Bank, has entered
into a 10-year lease agreement with Colonial Square Partners, Inc. to lease
approximately 5,000 square feet of a 18,000 square foot single level,
multi-tenant colonial style office building. Dean Doyscher, a director and
principal shareholder of the Company, is a partner of Colonial Square Partners,
Inc. The Bank invested approximately $204,000 for leasehold improvements,
including the construction of walls, windows, and doors, paint, floor tile and
carpet, electrical and a drive-through canopy. The Company obtained an
independent appraisal of market rents in the Bank's proposed market. The Company
believes that this transaction is on terms no less favorable to the Bank than
could be obtained from an unaffiliated third party.
Mr. Thomas Stienessen, President and Chief Executive Officer of the
Company, paid the organizational expenses of the Company and Northern Star Bank
until December 31, 1998, when the closing occurred on the minimum amount of the
Company's initial public offering. At that time the Company reimbursed Mr.
Stienessen for such expenses in the amount of $47,981 and paid Mr. Stienessen a
consulting fee in the amount of $25,000 from the proceeds of the offering.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid to the Chief Executive Officer since formation of the Company.
No other executive officer received total salary and bonus compensation in
excess of $100,000 for fiscal 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-term
Annual Compensation Compensation
Securities
Underlying
Salary Bonus Restricted Stock Options
Name and Principal Position Year ($)(1) ($) Award ($) (# of shares)
--------------------------- ------------------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
Thomas P. Stienessen.......... 2000 $ 102,250 -- $21,000(2) 3,000
Chief Executive Officer 1999 100,000 -- -- 9,400
and President of Company and of 1998 -- -- -- --
Northern Star Bank
</TABLE>
----------
(1) Compensation to Mr. Stienessen is paid by Northern Star Bank, the
Company's wholly-owned subsidiary.
(2) Mr. Stienessen holds 2,000 shares of restricted stock having an
aggregate value of $12,000 on June 30, 2000. Dividends, if declared by
the Company, will be paid on the shares.
Employment Agreement
The Company has entered into a three-year employment agreement with
Thomas P. Stienessen pursuant to which Mr. Stienessen serves as the President
and Chief Executive Officer of Northern Star Bank. During the term of the
agreement, Mr. Stienessen will be paid an annual salary determined by the Board
(currently $102,250) and is eligible to participate in discretionary bonuses
that may be authorized by the Board of Directors to senior management of the
Bank. Mr. Stienessen will be eligible to participate in any management incentive
program of the Bank or any long-term equity incentive program and will be
eligible for grants of stock options and other awards thereunder. Additionally,
Mr. Stienessen will participate in any retirement, welfare and other benefit
programs established by the Bank and is entitled to a life insurance policy and
an accident liability policy and reimbursement for automobile expenses, club
dues, and travel and business expenses. Furthermore, if in connection with a
change of control of the Bank, Mr. Stienessen is terminated without cause or
voluntarily quits because of certain specified reasons, he is entitled to a lump
sum payment of 2.99 times his annual base salary.
Option/SAR Grants During 2000 Fiscal Year
The following table sets forth options that have been granted to the
Chief Executive Officer during the Company's last fiscal year ended June 30,
2000. The Company has not granted any stock appreciation rights.
<PAGE>
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price
Name Granted Fiscal Year ($/Share) Expiration Date
<S> <C> <C> <C> <C>
Thomas P. Stienessen 3,000(1) 44.1% $10.50 12/22/09
-------------------
</TABLE>
(1) Such option is exercisable in three equal annual installments of 1,000
shares each commencing December 22, 2000.
Aggregated Option/SAR Exercises During 2000 Fiscal Year
and Fiscal Year End Option/SAR Values
No options were exercised by the Chief Executive Officer during fiscal
2000. The following table provides information related to the number and value
of options held at fiscal year end by the Chief Executive Officer:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at Fiscal Year End Money Options at Fiscal Year End(1)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Thomas P. Stienessen 9,400 3,000 $ 0 $0
------------------
</TABLE>
(1) Value of exercisable/unexercisable in-the-money options is equal to the
difference between the fair market value of the Common Stock at fiscal
year end and the option exercise price per share multiplied by the
number of shares subject to options. The closing bid price as of June
30, 2000, as quoted on the OTC Bulletin Board, was $6.00.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10 percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders ("Insiders") are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended June 30, 2000,
all Section 16(a) filing requirements applicable to Insiders were complied with
except that Michael Reynolds and Thomas Reynolds were each late filing one
report covering two transactions.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANT
Bertram Cooper & Co., LLP served as the Company's independent
accountants for fiscal 2000. Representatives of Bertram Cooper & Co., LLP are
expected to be present at the meeting, will be given an opportunity to make a
statement regarding financial and accounting matters of the Company if they so
desire, and will be available at the meeting to respond to appropriate questions
from the Company's shareholders.
OTHER BUSINESS
Management knows of no other matters to be presented at the meeting. If
any other matter properly comes before the meeting, the appointees named in the
proxies will vote the proxies in accordance with their best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2001 annual meeting of shareholders must be
received by the Company by June 4, 2001, to be considered for inclusion in the
Company's proxy statement and related proxy for the 2001 annual meeting.
Also, if a shareholder proposal intended to be presented at the 2001
annual meeting but not included in the Company's proxy statement and proxy is
received by the Company after August 18, 2001, then management named in the
Company's proxy form for the 2001 annual meeting will have discretionary
authority to vote shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.
FORM 10-KSB
A COPY OF THE COMPANY'S FORM 10-KSB ANNUAL REPORT FOR THE FISCAL YEAR
ENDED JUNE 30, 2000, (WITHOUT EXHIBITS) ACCOMPANIES THIS NOTICE OF MEETING AND
PROXY STATEMENT. NO PORTION OF SUCH REPORT IS INCORPORATED HEREIN AND NO PART
THEREOF IS TO BE CONSIDERED PROXY SOLICITING MATERIAL. THE COMPANY WILL FURNISH
TO ANY SHAREHOLDER, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE LIST
ACCOMPANYING THE FORM 10-KSB UPON THE PAYMENT, IN ADVANCE, OF REASONABLE FEES
RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S). ANY SUCH REQUEST SHOULD
INCLUDE A REPRESENTATION THAT THE SHAREHOLDER WAS THE BENEFICIAL OWNER OF SHARES
OF THE COMPANY'S COMMON STOCK ON SEPTEMBER 25, 2000, THE RECORD DATE FOR THE
ANNUAL MEETING, AND SHOULD BE DIRECTED TO THOMAS P.
STIENESSEN, PRESIDENT, AT THE COMPANY'S PRINCIPAL ADDRESS.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas P. Stienessen
Thomas P. Stienessen
Chief Executive Officer
Dated: October 2, 2000
Mankato, Minnesota
<PAGE>
NORTHERN STAR FINANCIAL, INC.
PROXY FOR ANNUAL MEETING
Of Shareholders To Be Held
October 30, 2000
The undersigned hereby appoints THOMAS P. STIENESSEN and FRANK L.
GAZZOLA, and each of them, with full power of substitution, as Proxies to
represent and vote, as designated below, all shares of Common Stock of Northern
Star Financial, Inc. registered in the name of the undersigned at the Annual
Meeting of Shareholders of the Company to be held at the offices of Northern
Star Bank, 1650 Madison Avenue, Mankato, Minnesota, at 4:00 p.m. (Central
Standard Time) on October 30, 2000, and at any adjournment thereof, and the
undersigned hereby revokes all proxies previously given with respect to the
meeting.
The Board of Directors recommends that you vote FOR each proposal
below.
1. Set the number of directors at seven (7):
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Elect Class II directors: [Nominees: Robert H. Dittrich, Frank L.
Gazzola and Thomas P. Stienessen]
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote
(except those whose names have for all nominees listed above
been written in below)
To withhold authority to vote for any individual nominee
write that nominee's name on the line below
3. Other Matters. In their discretion, the Proxies are . . .
[ ] AUTHORIZED [ ] NOT AUTHORIZED . . .
to vote upon such other business as may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL,
AND WILL BE DEEMED TO GRANT AUTHORITY UNDER PROPOSAL NUMBER 3.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Date: , 2000
PLEASE DATE AND SIGN ABOVE
exactly as name appears at
the left, indicating, where
appropriate, official
position or representative
capacity. For stock held in
joint tenancy, each joint
owner should sign.
