[The Ziegler Companies, Inc. Logo] THE ZIEGLER
COMPANIES, INC.
March 20, 2000
215 North Main Street
West Bend, WI 53095-3348
Telephone: (262) 334-5521
To Our Shareholders,
I am pleased to invite you to attend the 2000 Annual Meeting of Shareholders of
The Ziegler Companies, Inc. to be held on Tuesday, April 18, 2000 at 10:00 a.m.
at the West Bend Inn, 2520 West Washington Street, West Bend, Wisconsin.
Whether or not you attend the Annual Meeting, I hope that you read this Proxy
Statement carefully, and vote as soon as possible. Early voting will help save
your Company the expense of follow-up letters to shareholders who have not
responded. Your vote as a shareholder is important, regardless of the number of
shares held.
Thank you for your participation and interest in the affairs of the Company.
Sincerely,
/s/ Peter D. Ziegler
Peter D. Ziegler
Chairman
THE ZIEGLER COMPANIES, INC.
215 NORTH MAIN STREET
WEST BEND, WISCONSIN 53095
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
TUESDAY, APRIL 18, 2000
TO THE SHAREHOLDERS OF THE ZIEGLER COMPANIES, INC.
The Annual Meeting of shareholders of The Ziegler Companies, Inc. will be held
on Tuesday, April 18, 2000 at 10:00 A.M. (Central Daylight Time) at the West
Bend Inn, 2520 West Washington Street, West Bend, Wisconsin.
1. To elect four directors for a term of three years;
2. To vote on a proposal to ratify the retention of Arthur Andersen LLP
as auditors for 2000; and
3. To transact any other business which may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on March 16, 2000 will be
entitled to vote at the meeting and any adjournments thereof. Only shareholders
of record at the close of business on that date will be entitled to vote. If
you plan to attend the meeting in person, and you are a shareholder whose shares
are not registered in your own name, please bring to the meeting either (i) the
original of the voting form sent to you by your broker with this Notice of
Annual Meeting and Proxy Statement, or (ii) other written evidence of your
beneficial ownership of shares on the record date, signed by a representative of
the record owner.
A PROXY AND PROXY STATEMENT ARE ENCLOSED. YOUR VOTE IS IMPORTANT. TO
ASSURE YOUR REPRESENTATION AT THIS MEETING, PLEASE FILL IN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN
EXACTLY AS YOUR NAME APPEARS AND RETURN PROMPTLY. SHAREHOLDERS WHO
EXECUTE PROXIES RETAIN THE RIGHT TO REVOKE THEM AT ANY TIME BEFORE
THEY ARE VOTED.
A copy of the 1999 Annual Report to Shareholders and a Proxy Statement
accompany this Notice.
By Order of the Board of Directors,
/s/ S. Charles O'Meara
S. Charles O'Meara
Secretary
March 20, 2000
215 North Main Street
West Bend, Wisconsin 53095
THE ZIEGLER COMPANIES, INC.
215 NORTH MAIN STREET
WEST BEND, WISCONSIN 53095
-------------------------
March 20, 2000
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS, TUESDAY, APRIL 18, 2000
This Proxy Statement is being solicited on behalf of the Board of
Directors of The Ziegler Companies, Inc. (the "Company") on or about March 20,
2000, for use at the 2000 Annual Meeting of the shareholders to be held at the
West Bend Inn, 2520 West Washington Street, West Bend, Wisconsin, at 10:00 A.M.
(Central Daylight Time), on Tuesday, April 18, 2000, and at any adjournments of
the meeting.
Each share of the Company's Common Stock, par value $1.00 ("Common
Stock") outstanding on the record date is entitled to one vote. Any person
giving a proxy in the form accompanying this Proxy Statement may revoke it at
any time before its exercise. The proxy may be revoked by filing a written
statement of revocation with the transfer agent, Firstar Bank, N.A., or by
attendance at the Annual Meeting and election to vote in person.
A majority of the votes entitled to be cast by shares entitled to vote,
represented in person or by proxy, constitutes a quorum for action on a matter
at the Annual Meeting. Directors are elected by a plurality of the votes cast
by the holders of shares entitled to vote in the election at a meeting at which
a quorum is present. A "plurality" means that the individuals who receive the
largest number of votes are elected as directors up to the maximum number of
directors to be elected at the meeting. Shares for which authority is withheld
to vote for director nominees and broker non-votes (i.e., proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) are considered present for purposes of establishing a quorum but will have
no effect on the election of directors except to the extent that the failure to
vote for a director nominee results in another nominee receiving a larger number
of votes. Votes attempted to be cast against a candidate are not given legal
effect and are not counted as votes cast in an election of directors.
The Company will bear the entire cost of preparing, printing and mailing
this Proxy Statement and accompanying proxy. Copies of solicitation material
will be furnished to brokerage firms, fiduciaries and custodians to forward to
beneficial owners of the Common Stock held in the names of such nominees.
Only shareholders of record on March 16, 2000 are entitled to vote at the
meeting. As of that date, the Company's issued and outstanding voting
securities consisted of 2,428,680 shares of Common Stock, each having one vote
per share.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates the persons who, as of December 31, 1999,
were known by the Company to be the beneficial owners of more than 5% of any
class of the Company's voting securities. The following information is based on
reports on Schedule 13D or 13G, as amended, filed with the Securities and
Exchange Commission or other reliable information. To the best of the Company's
knowledge, all shareholdings represent shares actually owned, and do not include
shares which the designated person has the right to acquire.
<TABLE>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ------------------- -------------------- ----------------
<S> <C> <C> <C>
Common Stock Peter R. Kellogg(1)<F1>
120 Broadway
New York, New York 409,030 16.8%
New West Investors, L.P.(2)<F2>
800 West State Street
Doylestown, Pennsylvania 239,400 9.8%
Marshall & Ilsley Corporation (3)<F3>
770 N. Water Street
Milwaukee, Wisconsin 145,696 6.0%
</TABLE>
(1)<F1> Mr. Peter R. Kellogg, Senior Managing Director, Spear, Leeds &
Kellogg, 120 Broadway, New York, New York, beneficially owns an
aggregate of 409,030 shares of the Company's Common Stock. Of those
shares, 101,630 shares are owned by Mr. Kellogg personally, and
150,000 shares are owned by I.A.T. Reinsurance Syndicate, Ltd.
("IAT"), a Bermuda corporation of which Mr. Kellogg is the sole holder
of voting stock. In addition, Mr. Kellogg may be deemed to be the
indirect beneficial owner of 107,400 shares of Common Stock held by
his wife, and 50,000 shares of Common Stock held by the Peter R. and
Cynthia K. Kellogg Foundation, by virtue of his shared disposition and
voting power. Mr. Kellogg is a director of the Company.
(2)<F2> Based on information filed by New West Investors, L.P. ("New West"),
800 West State Street, Suite 103, Doylestown, Pennsylvania, on
Schedule 13D, as amended through Amendment 4 filed August 18, 1999,
with the Securities and Exchange Commission. Mr. Gerald J. Gagner is
the sole general partner of New West with voting and dispositive
control over the securities held in New West's investment portfolio.
Mr. Gagner may be considered to beneficially own the shares of Common
Stock that are owned of record by New West. None of the limited
partners of New West has any voting or dispositive control over such
securities. According to Schedule 13D, as amended, filed by New West,
the shares were purchased for investment purposes only. Mr. Gagner is
a nominee for director of the Company.
(3)<F3> Based upon a Schedule 13G filed on February 14, 2000 by Marshall &
Ilsley Corporation and includes bank trust beneficiaries and
customers; including that of Marshall & Ilsley Trust Company.
According to the Schedule 13G, Marshall & Ilsley Corporation has sole
voting control over 1,150 shares, shared power over 57,820 shares,
sole dispositive power over 1,416 shares and shared dispositive power
over 144,280 shares.
The following table sets forth information concerning the shares of equity
securities of the Company beneficially owned by (i) the executive officers of
the Company named in the Summary Compensation Table, (ii) each director of the
Company and each nominee for director of the Company and (iii) by the directors,
nominees and executives of the Company as a group, all as of March 1, 2000.
Except as indicated below, no person owns in excess of 1% of the outstanding
shares of any class of the Company's equity securities. Unless otherwise noted,
each person has sole voting and investment power with respect to the number of
shares indicated.
<TABLE>
Amount and Nature Percent
Title of Class Name of Beneficial Owner of Beneficial Ownership(3)<F7>(4)<F8> of Class
- -------------- ------------------------ ------------------------------------- --------
<S> <C> <C> <C>
Common Stock Donald A. Carlson, Jr. 9,569 *<F4>
John C. Frueh 2,130 *<F4>
Gerald J. Gagner 239,400 9.8%
Richard J. Glaisner(3)<F7> 95,237 3.8%
John R. Green 2,833 *<F4>
Peter R. Kellogg(1)<F5> 409,030 16.8%
G.G. Maclay(3)<F7> 10,000 *<F4>
John J. Mulherin 15,000 *<F4>
S. Charles O'Meara(3)<F7> 15,300 *<F4>
Stephen A. Roell 1,830 *<F4>
Frederick J. Wenzel 1,930 *<F4>
Bernard C. Ziegler III (2)<F6> 38,935 1.6%
Peter D. Ziegler(2)<F6>(3)<F7> 35,570 1.4%
------- -----
All directors and
executive officers as a group (13 persons) TOTAL 876,764 34.3%
</TABLE>
*<F4> Less than 1% of the outstanding shares
(1)<F5> Shares shown include an aggregate of 307,400 shares of Common Stock to
which Mr. Kellogg, a director, disclaims beneficial ownership.
(2)<F6> Shares shown include an aggregate of 20,250 shares of Common Stock
which are held in trusts of which nominees and directors are trustees
or in custodial accounts for minors as to which directors serve as
custodians, in the amount indicated: Mr. Peter D. Ziegler (1,200)
(custodian, sole voting and investment power) and (9,250) (co-trustee,
shared voting and investment power); and Mr. Bernard C. Ziegler III
(7,350) (custodian, sole voting and investment power) and (2,450) (co-
trustee, shared voting and investment power). These directors
disclaim beneficial ownership of these shares other than sole or
shared voting and investment power as indicated.
(3)<F7> Includes shares of Common Stock which, as of March 1, 2000, were
subject to outstanding stock options exercisable within 60 days or
restricted stock for which restrictions lapse within 60 days as
follows: Mr. P.D. Ziegler, 9,334 shares; Mr. G.G. Maclay, Jr., 10,000
shares; Mr. Glaisner, 50,000 shares; Mr. O'Meara 14,000 shares; and
stock options for all directors and Named Officers as a group, 83,334
shares. The above amounts also include shares held in a deferred
stock plan for the benefit of certain directors -- Mr. J.R. Green
(1,732.96) and Mr. B.C. Ziegler III (1,732.96).
(4)<F8> Except as otherwise indicated in the previous footnotes, all stock is
directly held by such person.
ELECTION OF DIRECTORS
As amended in March 2000, the Board of Directors consists of ten members,
of whom four members are elected this year to serve for terms of three years or
until their successors are elected. Proxies may be voted for the election of
Messrs. J.C. Frueh, G.J. Gagner, J.R. Green and J. J. Mulherin.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. J.C. FRUEH, G.J.
GAGNER, J.R. GREEN, AND J. J. MULHERIN.
Directors are elected by a plurality of the votes cast by the Company's
shareholders at a meeting at which a quorum is present. Page 2 of this Proxy
Statement provides a fuller statement regarding the effect of shareholder voting
at the Annual Meeting.
Biographical summaries of those nominees for director who presently sit on
the Board of Directors, as well as for the other incumbent directors, are found
below.
NOMINEES FOR ELECTION
<TABLE>
Name, Age, Principal Occupation Director of Company or a Subsidiary
and Public Directorships(1)<F9> Thereof Continuously Since
------------------------------- --------------------------
<S> <C>
CLASS OF 2000
(Nominee for term expiring 2003)
John C. Frueh, Age 65
President, Aegis Group, Inc., Pittsburgh, 1976
Pennsylvania, a firm specializing in acquisition and
management of manufacturing and distributing companies.
Gerald J. Gagner, Age 69
General Partner, New West Investing L.P. --
Retired Business Executive and private investor;
Director, LSB Industries, Inc.
John R. Green, age 55
Partner, Green Manning & Bunch, Denver, Colorado, 1994
a private investment banking firm.
John J. Mulherin, Age 48(1)<F9>
President and Chief Executive Officer, The Ziegler --
Companies, Inc. (since January 2000)
CLASS OF 2001
(Term will expire in 2001)
Peter D. Ziegler, Age 50
Chairman of the Company; Director, West Bend 1986
Mutual Insurance Company, West Bend, Wisconsin;
Director, Trustmark Insurance Company, Lake
Forest, Illinois.
Frederick J. Wenzel, Age 69(1)<F9>
Professor of Medical Practice Management, 1993
University of St. Thomas Graduate School of
Business, Minneapolis, Minnesota; Advisor to the
President, Marshfield Clinic, Marshfield, Wisconsin,
a multi-specialty medical clinic.
Peter R. Kellogg, Age 57
Senior Managing Director, Spear, Leeds & Kellogg, a 1995
specialist firm on the New York Stock Exchange;
Director, Interstate/Johnson Lane, Inc.
CLASS OF 2002
(Term will expire in 2002)
Stephen A. Roell, Age 50
Senior Vice President and Chief Financial Officer, 1996
Johnson Controls, Inc., Milwaukee, Wisconsin.
Bernard C. Ziegler III, Age 50
President, Ziegler/Limbach, Inc., West Bend, 1993
Wisconsin, a business development and management
firm.
Donald A. Carlson, Jr., Age 52
Senior Managing Director of the Health Care and 1998
Senior Living Investment Bank Group of B.C.
Ziegler and Company, a subsidiary of the Company.
</TABLE>
(1)<F9> Each of the nominees and directors has been in his principal
occupation for the past five years or longer with the following
exceptions:
Mr. Wenzel served as Executive Director of the Marshfield Clinic from
August 1976 to June 1993. Mr. Wenzel was Executive Vice President and
Chief Executive Officer of the Medical Group Management Association in
Englewood, Colorado from 1993 to 1996.
Prior to February 2000, Mr. Mulherin was chief administrative officer at
Villanova Capital from June 1999 to February 2000, the asset management
group of Nationwide Insurance. Prior to Nationwide, Mr. Mulherin served
as president of National Financial Correspondent Services Company, Boston,
a clearing subsidiary of Fidelity Investments, and previous to that served
as chief operating officer of Fidelity Investments Institutional
Services Company, a mutual fund distribution and services organization.
Messrs. P. D. Ziegler and B. C. Ziegler III (who are first cousins) and
trust or custodian accounts as to which either Mr. P. D. Ziegler or Mr. B. C.
Ziegler III serve as co-trustee or custodian collectively own beneficially 3% of
the outstanding Common Stock of the Company.
EXECUTIVE COMPENSATION
The Summary Compensation Table on the following page discloses the
compensation for the past three years of the Company's Chief Executive Officer
and four of the most highly compensated executive officers of the Company
serving as such during 1999, and whose compensation exceeded $100,000 (the
"Named Officers").
The tables on the following pages provide information concerning the
granting and exercise of options during 1999 with respect to each of the Named
Officers, and the fiscal year-end value of unexercised options held by each
Named Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------------ -------
Securities Long
Underlying Term
Restricted Options/Stock Incentive
Other Annual Stock Appreciation Plan All Other
Name and Salary Compensation Award Rights Payouts Compensation
Principal Position Year ($) Bonus(1)<F10> ($)(2)<F11> ($)(3)<F12> (SAR's)(#)(4)<F13> ($)(5)<F14> ($)(6)<F15>
- ------------------ ---- ------ ------------- ----------- ----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
P. D. Ziegler 1999 250,000 150,000 None None None None 13,667
President and Chief 1998 200,000 None None None None None 13,906
Exec. Officer 1997 200,000 None 6,385 78,000 2,260 None 15,297
D. A. Carlson, Jr. 1999 161,982 568,525 1,682 35,097 None None 15,466
Senior Managing 1998 161,982 228,570 None 2,739 None None 19,183
Director, B.C. 1997 157,264 250,000 1,406 2,437 3,150 27,257 21,009
Ziegler & Company
R.J. Glaisner(7)<F16> 1999 160,000 None None None None None 12,064
Senior Managing 1998 120,000 372,010 None None None None 2,244
Director, B.C. 1997 120,000 168,026 None None None None 2,117
Ziegler & Company
S. Charles O'Meara 1999 123,000 50,000 841 None None None 10,982
Senior Vice 1998 117,000 27,500 739 None None None 9,405
President, General 1997 112,487 22,500 1,167 None 3,375 None 11,544
Counsel and
Secretary
G. G. Maclay, Jr.(7)<F16> 1999 119,600 165,000 None None None None 11,620
President and Chief 1998 119,600 40,000 None None None None 10,032
Exec. Officer, 1997 115,000 33,200 None None None None 13,717
Ziegler Asset
Management, Inc.
</TABLE>
(1)<F10> Includes bonus and, if applicable, commissions.
(2)<F11> Value realized upon exercise of stock options.
(3)<F12> Mr. P. D. Ziegler received 4,000 shares of restricted stock in
lieu of a cash bonus in 1997 and the entire amount is included in
the 1997 amount at the market value price of $19-1/2 (on the date
of the grant). The restricted stock vests over a three year
term. In 1999, the restrictions lapsed as to 1,333 shares. The
aggregate restricted stock owned by Donald A. Carlson, Jr.
consists of 6,533 shares. 6,400 shares of this total were
granted on January 26, 1994, and vest at a rate of 20% of the
total number of shares of Restricted Stock granted commencing on
the first day after the fifth anniversary of the Date of Grant
and continuing on the same date each year thereafter, such that
all shares of Restricted Stock will be fully vested on the first
day after the ninth anniversary of the Date of Grant; and 133
shares of this total were granted on January 27, 1995, and vest
at a rate of 20% of the total number of shares of Restricted
Stock granted commencing on the first day after the first
anniversary of the Date of Grant, and continuing on the same date
each year thereafter, such that all shares of Restricted Stock
will be fully vested on the first day after the fifth anniversary
of the Date of Grant. The above calculation uses the closing
price on the dates of vesting of $20.25 and $20.13, respectively.
Dividends are paid on all restricted stock.
(4)<F13> The awards noted in the column reflect awards granted under the
Company's 1989 Employees' Stock Purchase Plan ("1989 Plan") or
the 1998 Stock Option Plan. In general, the 1989 Plan provides
that all full-time employees of the Company and its designated
subsidiaries who have been employed for at least two years are
granted an option to purchase 10 shares of Common Stock for each
$1,000 of compensation earned in the calendar year preceding the
year of grant. The purchase price upon exercise is 85% of the
fair market value of the shares of Common Stock on the date of
exercise. That plan expired in 1999.
(5)<F14> Mr. Carlson's long-term incentive payout consists of payment of
deferred compensation paid in lieu of cash bonus on account of
investment banking services performed in prior years.
(6)<F15> Payments by B. C. Ziegler and Company under the Ziegler Growth
Retirement Plan, a defined contribution qualified plan, with a
401(k) component (Mr. P.D. Ziegler, $11,400; Mr. D.A. Carlson,
$11,400; Mr. G.G. Maclay, $11,172; Mr. R.J. Glaisner, $11,400; Mr.
S.C. O'Meara, $10,535; premiums paid by the Company for term life
insurance and long-term disability insurance (Mr. P.D. Ziegler,
$880; Mr. D.A. Carlson, $669; Mr. G.G. Maclay, $448; Mr. R.J.
Glaisner, $664; and Mr. S.C. O'Meara, $447); and dividends received
on account of restricted stock (Mr. P.D. Ziegler, $1,387 and Mr.
D.A. Carlson, $3,397).
(7)<F16> Resigned position with the Company in January 2000.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Number of Securities
Underlying % of Total Options/SARs
Options/SARs Granted to Employees in
Name Granted (#) Fiscal Year
- ---- ----------- -----------
Peter D. Ziegler 0 0%
Donald A. Carlson, Jr. 0 0%
Geoffrey G. Maclay, Jr. 0 0%
Richard J. Glaisner 0 0%
S. Charles O'Meara 0 0%
REPORT OF THE ORGANIZATION AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Organization and Compensation Committee of the Board of Directors. The
compensation program for executives consists of three elements: base
salary, performance-based bonuses, and periodic grants of restricted shares
or options in the Company's stock. In formulating compensation policies,
as well as determining compensation levels for various executives, the
Committee attempts to create an environment where talented individuals can
be recruited and retained, and where the long-term interests of the
shareholders are served.
The Organization and Compensation Committee of the Board of Directors
is comprised of three non-employee directors, and is responsible for
establishing compensation policies for the Company's executive officers,
setting the amount of annual compensation for these officers, approving the
Company's discretionary deposit to the Company's defined contribution
retirement plan, and overseeing generally the compensation policies for
employees of the Company and its subsidiaries.
Base salaries for executive officers are considered by the Committee
in terms of competitive industry compensation levels, the responsibilities
of the executive, and the executive's past contributions to the Company.
In keeping with industry custom, the Company also provides short-term
incentives to certain employees in the form of year-end bonuses, which may
constitute a major portion of a particular employee's annual compensation.
Annual bonuses for executive officers are intended to reward annual
performance. The Committee evaluates the achievement of pre-established
long and short term goals, the value of the individual's annual performance
to the Company, the degree of profitability of the individual's operating
group or segment of the Company, and of the Company as a whole. Grants of
options and restricted stock are used to aid in recruitment, to encourage
key employees, to create long term value for shareholders, and to reward
past performance. The Company has also adopted the 1998 Stock Incentive
Plan ("1998 Plan") as part of a strategy to focus senior management on the
long term performance of the Company, and to encourage key employees to
remain with the firm.
The annual compensation formula for CEO and President Peter D. Ziegler
consists of the same three elements that underlie all executive
compensation at the Company. The base salary, which was adjusted upward
for 1999, was $250,000. In addition, the Committee set certain goals with
respect to the overall strategic affairs of the Company, including the
divestiture of certain non-core business assets and the Company's financial
performance in 1999. As a result of Mr. Ziegler's performance in 1999, the
Committee awarded a bonus for 1999 in the amount of $150,000.
Additionally, in early 1999, the Committee considered and approved a
guaranteed bonus of approximately $590,000 to Donald A. Carlson, Jr., for
1999. This guaranteed bonus was granted in consideration of his continued
revenue production for the Company as well as his continued
responsibilities as Senior Managing Director of the Company's Healthcare
and Senior Living Investment Banking Group. The nature and timing of the
request and the Committee's determination with respect to the guaranteed
bonus was not in accord with the Committee's customary practices, but was
given consideration in light of Mr. Carlson's executive responsibilities
and his business generation. Mr. Carlson did not participate in the
Committee's deliberations on this matter.
The Committee considered overall compensation policies of the Company,
and has directed management to implement compensation policies for key
employees which are more closely related to the bottom-line profitability
of their respective business units and the Company as a whole. Management,
under the direction of the Company's new President and CEO, is in the
process of formulating these policies.
With respect to employees who are paid on an hourly basis, the
Committee approved an average wage increase of 4%. With certain
exceptions, salaried employees received no increase in their base
compensation, reflecting the Company's failure to achieve profitability
from operations in 1999 and to control costs. The Committee also approved
a profit sharing contribution for all employees equal to 4% of eligible
compensation, as defined in the Company's profit sharing plan.
Organization and Compensation Committee
John R. Green, Chairman
Stephen A. Roell
Frederick J. Wenzel
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock, based on the market price of the Common Stock and
assuming reinvestment of dividends, with the cumulative total return of
companies on the Standard & Poor's 500 Stock Index and an index compiled by
the Company of publicly held regional brokerage firms. Interstate/Johnson
Lane Inc. and Scott & Stringfellow Financial appeared as components of the
industry specific index for years 1993 through 1998, but were omitted in
1999 because they were acquired by other entities. The firms contained
within the index of publicly held regional brokerage firms are:
Advest Group Inc. Legg Mason Inc.
Dain Rauscher Corporation Morgan Keegan Inc.
First Albany Companies Inc. Raymond James Financial Corporation
Jefferies Group Inc. Stifel Financial Corporation
Kinnard Investments Inc.
FIVE YEAR CUMULATIVE TOTAL RETURNS
Value of a $100 investment made on 12/31/94
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
Ziegler $100 $119 $128 $159 $149 $120
Regionals $100 $143 $200 $356 $324 $352
S&P 500 $100 $138 $169 $226 $290 $351
COMPENSATION OF DIRECTORS
Directors not employed by the Company received the following
compensation in 1999 for their services: (a) $11,000 annual retainer, all
paid in shares of Common Stock of the Company; (b) $500 for each board
meeting attended; and (c) $500 for each committee meeting attended.
Directors may elect to defer all or part of compensation earned following
the date of such election. Deferred amounts, plus interest, are paid in
stock. Directors who are employed by the Company or any of its
subsidiaries do not receive any fees or retainer related to their services
as directors.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Board of Directors
met five times. Each director attended all of the meetings of the Board,
with the exception of Mr. F.J. Wenzel who attended 80% of the Board
meetings. Each director attended all meetings of committees of the Board
on which the director served.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors during 1999 was composed
of John C. Frueh (Chairman), Peter R. Kellogg and Bernard C. Ziegler III,
none of whom is an officer or employee of the Company. The Committee met
twice in 1999. The Audit Committee meets with the independent auditors to
review the plan for and results of the annual audit, to review the range
of audit fees, and to discuss financial reporting policies and practices
and the system of internal control. Non-audit services and fees are also
reviewed. The Committee meets with the internal auditor to review its
activities during the year and the planned activities for the ensuing year.
The Committee recommends the engagement of the independent auditors to the
Board of Directors.
The Organization and Compensation Committee of the Board of Directors
during 1999 was composed of John R. Green (Chairman), Stephen A. Roell and
Frederick J. Wenzel, Directors of the Company who are not officers or
employees of the Company. During 1999, the Organization and Compensation
Committee met three times. The Committee reviewed the overall compensation
policies, approved the Company's annual compensation program, considered
option grants, and determined compensation for the chief executive officer
of the Company.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors proposes the adoption of a resolution approving
the Directors' decision to continue the employment of Arthur Andersen LLP as
auditors for the Company. If the shareholders fail to ratify such selection,
the Board will reconsider it. Representatives of Arthur Andersen LLP will be
present at the shareholders' meeting with the opportunity to make a statement
if they desire to do so, and to respond to appropriate questions. During 1999,
Arthur Andersen LLP audited the annual consolidated financial statements of the
Company.
SHAREHOLDERS PROPOSALS
Any shareholder who wishes to submit a proposal for inclusion in the
proxy materials to be distributed by the Company in connection with the
Annual Meeting of Shareholders to be held in 2001 must do so no later than
November 20, 2000. The inclusion of any proposal will be subject to
applicable rules of the Securities and Exchange Commission. Pursuant to
Rule 14a-4, any Rule 14a-4 submissions will need to be submitted by
February 3, 2001 and the Company may use its discretion in voting proxies
with respect to the shareholder proposal not included in the Proxy
Statement for the 2001 Annual Meeting unless the Company receives such
notice prior to February 3, 2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of statements of beneficial ownership and of
changes therein furnished to the Company during and with respect to the
1999 calendar year and written representations made to the Company, the
management of the Company believes that during 1999 its executive officers,
directors and beneficial owners of more than 10% of the Company's Common
Stock met Section 16(a) requirements on a timely basis.
OTHER MATTERS
The matters referred to in the notice of meeting and in the Proxy
Statement are, as far as the Board of Directors now knows, the only matters
which will be presented for consideration at the meeting. If any other
matters properly come before the meeting, the persons named in the
accompanying form of proxy will vote on them in accordance with their best
judgment.
All shares represented by duly executed proxies will be voted for the
election of the nominees named above as directors, unless authority to vote
for the proposed slate of directors or any individual director has been
withheld. With respect to the other proposals to be considered, all shares
will be voted for or against, or not voted, as specified on each proxy. If
no choice is indicated, a proxy will be voted to approve Arthur Andersen
LLP as the Company's independent auditors.
The Company's 1999 Annual Report, although not a part of this Proxy
Statement, is enclosed. Copies of the Company's Form 10-K and other
filings are available, without charge, from the Company.
By Order of the Board of Directors,
/s/ S. Charles O'Meara
S. Charles O'Meara
Secretary
[The Ziegler Companies, Inc. Logo]
THE ZIEGLER COMPANIES, INC.
215 North Main Street
West Bend, WI 53095-3348
