<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
First Busey Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Stathy Panopoulos, Chapman and Cutler, 312-845-2992
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)
- --------------------------------------------------------------------------------
(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:
- -----------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
FIRST BUSEY CORPORATION
201 W. Main Urbana, IL 61801
217/384-4556
March 18, 1996
Dear Stockholder:
The Annual Meeting of Stockholders of First Busey Corporation (the
"Company") will be held on Tuesday, April 16, 1996 at the Assembly Hall, 1800
S. First Street, Champaign, Illinois. The Annual Meeting will begin at 7:00
p.m. At this Annual Meeting you will be asked:
1. To elect seventeen (17) directors of the Company to serve until
the next Annual Meeting of Stockholders.
2. To increase the number of total shares of common stock
the Company shall have authority to issue from 12,500,000 to 50,000,000. The
company currently has authority to issue 1,000,000 shares of Preferred Stock,
without par value. Such authorization will remain unaffected. The classes
and the aggregate number of shares of common stock which the Company shall
have authority to issue shall be as follows:
A. 40,000,000 shares of Class A Common Stock, without par
value.
B. 10,000,000 shares of Class B Common Stock, without par
value.
3. To ratify the appointment of McGladrey & Pullen, LLP as the
Company's independent auditors for the fiscal year ending December 31, 1996.
4. To transact such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
Each of the proposals is more fully described in the accompanying Proxy
Statement which I urge you to read carefully. The Board of Directors has
unanimously approved and recommends a vote "FOR" each of the proposals.
Our agenda for the Annual Meeting will also include presentations on
the past accomplishments and future objectives of the Company.
It is important that your shares be represented at the Annual Meeting.
Whether or not you attend personally, I urge you to sign, date and return the
enclosed proxy at your earliest convenience.
Kindest regards,
/s/Douglas C. Mills
Douglas C. Mills
Chairman of the Board
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
<PAGE> 3
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1996
To the Stockholders of
First Busey Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of First Busey
Corporation (the "Company"), a Nevada corporation, will be held at the Assembly
Hall, 1800 S. First Street, Champaign, Illinois, on Tuesday, April 16, 1996 at
7:00 p.m. for the following purposes:
1. To elect seventeen (17) directors of the Company to serve until
the next Annual Meeting of Stockholders or until their successors are duly
elected and qualified.
2. To increase the number of total shares of common stock
the Company shall have authority to issue from 12,500,000 to 50,000,000.
The Company currently has authority to issue 1,000,000 shares of Preferred
Stock, without par value. Such authorization will remain unaffected.
The classes and the aggregate number of shares of common stock
which the Company shall have authority to issue shall be as follows:
A. 40,000,000 shares of Class A Common Stock, without par
value
B. 10,000,000 shares of Class B Common Stock, without par
value
3. To ratify the appointment of McGladrey & Pullen, LLP as the
Company's independent auditors for the fiscal year ending December 31,
1996.
4. To transact such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
Only stockholders of record at the close of business on February 29,
1996 shall be entitled to notice of, and to vote, at the Annual Meeting or any
postponement or adjournment thereof. Even if you plan to attend the Annual
Meeting in person, please sign, date and return your proxy in the enclosed
envelope.
By order of the Board of Directors,
/s/Barbara J. Kuhl
Barbara J. Kuhl
Executive Vice President
and Corporate Secretary
Urbana, Illinois
March 18, 1996
<PAGE> 4
FIRST BUSEY CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 16, 1996
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of First Busey Corporation
(the "Company" or "First Busey"), a Nevada corporation, for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the Assembly Hall,
1800 S. First Street, Champaign, Illinois, on Tuesday, April 16, 1996, at 7:00
p.m., or any postponement or adjournment thereof. The Board has fixed the
close of business on February 29, 1996, as the record date for determining the
stockholders entitled to notice of, and to vote at, the Annual Meeting. On the
record date, the Company had outstanding and entitled to vote 3,785,016 shares
of Class A Common Stock, without par value ("Class A Common Stock"), and
750,000 shares of Class B Common Stock, without par value ("Class B Common
Stock") (collectively, the "Common Stock"). Each share of Class A Common Stock
is entitled to one vote per share while each share of Class B Common Stock is
entitled to 10 votes per share. The Company's Form 10-K Annual Report, which
includes certified financial statements for the year ended December 31, 1995,
accompanies this Proxy Statement. The financial statements contained therein
are not deemed material to the exercise of prudent judgment in regard to any
matter to be acted upon at the Annual Meeting and, therefore, such financial
statements are not incorporated by reference into this Proxy Statement.
The Company's principal executive offices are located at 201 W. Main
Street, Urbana, Illinois 61801. The approximate date on which the Proxy
Statement and the accompanying proxy are first being sent to stockholders is
March 18, 1996.
VOTING
General. Shares of Class A Common Stock and Class B Common Stock
represented by properly executed proxies received by the Company will be voted
at the Annual Meeting in accordance with instructions thereon. If there are no
such instructions, the shares will be voted "FOR" (i) the election of the
nominees for directors named in this Proxy Statement and (ii) the increase in
the number of total shares of Common Stock the Corporation shall have
authority to issue from 12,500,000 to 50,000,000 and (iii) the ratification of
the appointment of McGladrey & Pullen, LLP as the Company's independent
auditors for the fiscal year ending December 31, 1996 (the "Ratification of
Auditors Proposal") (collectively, the "Proposals"). Properly executed proxies
received by the Company will also be voted at the Annual Meeting in accordance
with the Board's recommendations on any other matters which may come before the
Annual Meeting.
In order to be elected a director, a nominee must receive a plurality
of the votes cast at the meeting for the election of directors. Because the
seventeen nominees receiving the largest number of affirmative votes will be
elected, shares represented by proxies which are marked "withhold authority" or
"abstain" will have no effect on the outcome of the election. Approval of each
of the other matters requires the affirmative vote of at least a majority of
the votes cast at the Annual Meeting on such matter. Shares represented by
proxies which are marked "abstain" as to each
-1-
<PAGE> 5
such matter will be counted as votes cast, which will have the same effect as
a negative vote on each such matter. Proxies relating to "street name"
shares which are not voted by brokers on one or more, but less than all,
matters will be treated as shares present for purposes of determining the
presence of a quorum but will not be treated as votes cast as to such matter or
matters not voted upon.
Directors and Executive Officers. All of the directors, director
nominees and executive officers of the Company have advised the Company that
they will vote their shares of Company Common Stock "FOR" the Proposals. As of
February 29, 1996, these individuals beneficially owned an aggregate of
1,353,247 shares of the Company's Class A and Class B Common Stock, or
approximately 30% of the Company Common Stock outstanding and entitled to vote
at the Annual Meeting. These 1,353,247 shares represent approximately 72% of
the outstanding voting power of the Company. If all of the directors and
executive officers of the Company owning shares of Company Common Stock vote
their shares "FOR" the Proposals, the Proposals will be approved. See
"Election of Directors - Common Stock Ownership of Certain Beneficial Owners
and Management."
REVOCABILITY OF PROXIES
Stockholders may revoke their proxy by a later proxy or by giving
notice of such revocation to the Company in writing or at the Annual Meeting
before such proxy is voted. Attendance at the Annual Meeting will not in and
of itself constitute the revocation of a proxy.
SOLICITATION
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers, directors and regular employees of
the Company may solicit proxies by telephone, telefax or in person without
additional compensation. Brokerage houses, bank nominees, fiduciaries and
other custodians will be requested to forward soliciting material to the
beneficial owners of shares held of record by them and will be reimbursed for
their reasonable expenses.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The seventeen nominees named below have been recommended for election
as directors for a term of one year or until their successors have been duly
elected and qualified. All nominees are current members of the Company's Board
or on one of the Company's subsidiaries' Board of Directors. It is intended
that the proxies received in response to this solicitation will be voted for
the election of the seventeen persons so nominated, unless otherwise specified.
If, for any reason, any nominee shall become unavailable for election or shall
decline to serve, persons named in the proxy may exercise discretionary
authority to vote for a substitute proposed by the Board. No circumstances are
presently known which would render a nominee named herein unavailable.
Set forth below is certain biographical information concerning each
nominee for director including principal occupation and age as of February 29,
1996, the record date for the Annual Meeting. Unless otherwise noted, each
nominee for director has been employed in their principal occupation with the
same organization or other responsible position with the same organization for
at least the last five years.
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<PAGE> 6
The number of shares of Class A Common Stock and Class B Common Stock
beneficially owned on February 29, 1996, by each director or nominee and by all
directors and executive officers of the Company, as a group, is disclosed in
the section "Common Stock Ownership of Certain Beneficial Owners and
Management." Compensation is disclosed in the section "Compensation of
Executive Officers."
JOSEPH M. AMBROSE
Director since: 1993
Age: 38
Mr. Ambrose is a lawyer with the firm Hinshaw & Culbertson, Bloomington,
Illinois. Mr. Ambrose has been associated with this firm since September of
1994. Prior to that, Mr. Ambrose was a lawyer with the firm Saint & Ambrose,
P.C., Bloomington, Illinois. Mr. Ambrose has served as a director of Busey
Bank of McLean County since 1984.
SAMUEL P. BANKS
1996 Nominee for Director
Age: 41
Mr. Banks is Executive Director of Cunningham Children's Home, Urbana,
Illinois. Mr. Banks has been associated with Cunningham Children's Home since
1982. Mr. Banks has served on the Board of Directors of Busey Bank since
1994.
T. O. DAWSON
Director since: 1995
Age: 55
Mr. Dawson is a partner in the firm of Insurance Risk Managers, Ltd.,
Champaign, Illinois. Mr. Dawson has served on the Board of Directors of Busey
Bank since 1988.
VICTOR F. FELDMAN
1996 Nominee for Director
Age: 60
Dr. Feldman is an Ophthalmologist at Christie Clinic, Champaign, Illinois. Dr.
Feldman has been associated with Christie since 1967. Dr. Feldman has served
on the Board of Directors of Busey Bank since 1985.
KENNETH M. HENDREN
1996 Nominee for Director
Age: 49
Mr. Hendren is a self-employed farmer in LeRoy, Illinois. Mr. Hendren has
served on the Board of Directors of Busey Bank of McLean County since 1994.
JUDITH L. IKENBERRY
1996 Nominee for Director
Age: 60
Mrs. Ikenberry is a housewife and active with various charitable organizations.
Mrs. Ikenberry has served on the Board of Directors of Busey Bank since 1985.
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<PAGE> 7
E. PHILLIPS KNOX
Director since: 1980
Age: 49
Mr. Knox is a lawyer with the firm Tummelson, Bryan and Knox, Urbana, Illinois.
He also serves in a consulting capacity for First Busey Corporation and Busey
Bank.
P. DAVID KUHL
1996 Nominee for Director
Age: 46
Mr. Kuhl is President and Chief Executive Officer of Busey Bank, a position he
assumed in June of 1991. Prior to that, Mr. Kuhl served in variuos management
capacities since joining Busey Bank in 1979. Mr. Kuhl has served on the Board
of Directors of Busey Bank since 1991.
V. B. LEISTER, JR.
1996 Nominee for Director
Age: 50
Mr. Leister is President of Carter's Moving & Storage, Inc., and Vice President
& Treasurer of Carter's Furniture Inc., Urbana, Illinois. Mr. Carter has
served on the Board of Directors of Busey Bank since 1992.
DOUGLAS C. MILLS
Director since: 1980
Age: 55
Mr. Mills has served as Chairman of the Board and Chief Executive Officer of
First Busey Corporation since its incorporation and, effective December 21,
1993, he assumed the role of President. He has been associated with Busey
Bank, First Busey's flagship bank, since 1971 when he assumed the position of
Chairman of the Board.
LINDA M. MILLS
1996 Nominee for Director
Age: 55
Mrs. Mills is President and Chief Executive Officer of Busey Carter Travel,
Champaign, Illinois. Mrs. Mills has held this position since 1985. Mrs.
Mills has served on the Board of Directors of Busey Bank since 1991.
ROBERT C. PARKER
1996 Nominee for Director
Age: 43
Dr. Parker is a Physician and Chief Executive Officer of Carle Clinic
Association, Urbana, Illinois as well as President of Health Alliance Medical
Plans, Urbana, Illinois. Dr. Parker has been associated with Carle Clinic
Association since 1982. Dr. Parker has served on the Board of Directors of
Busey Bank since 1995.
JOHN W. POLLARD
Director Since: 1993
Age: 64
Dr. Pollard is a cardiologist at Carle Clinic, Urbana, Illinois and the Vice
President of Medical Affairs of Carle Foundation Hospital, Urbana, Illinois.
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<PAGE> 8
DAVID C. THIES
1996 Nominee for Director
Age: 40
Mr. Thies is is an attorney with the law firm of Webber & Thies, P.C., Urbana,
Illinois. Mr. Thies has served on the Board of Directors of Busey Bank since
1986.
EDWIN A. SCHARLAU II
Director since: 1984
Age: 51
Mr. Scharlau is Chairman of the Board of First Busey Trust & Investment Co. and
First Busey Securities, Inc., positions he assumed in June of 1994. Mr.
Scharlau continues to serve as Chairman of the Board of Busey Bank, a position
he has held since July of 1991. Prior to that, Mr. Scharlau served as
President of Busey Bank since 1975. Mr. Scharlau began his association with
Busey Bank in 1964.
BEN SNYDER
1996 Nominee for Director
Age: 64
Mr. Snyder is a Real Estate Agent with the Snyder Corporation, Bloomington,
Illinois. Mr. Snyder has been associated with this firm since 1971. Mr.
Snyder has served on the Board of Directors of Busey Bank of McLean County
since 1994.
ARTHUR R. WYATT
Director since 1995
Age: 68
Mr. Wyatt is currently a Professor of Accounting at the University of Illinois.
Prior to that, he was a Partner at Arthur Andersen, LLP, Chicago, Illinois from
1966 to 1992. He also served as a member of the Financial Accounting Standards
Board from 1985 to 1987.
During 1995, the Board of Directors of First Busey held 12 meetings.
All directors attended at least 75% of the meetings of the Board and the
committees on which they served during 1995.
The Board of Directors of First Busey has established the following
committees, among others, to assist in the discharge of its responsibilities.
The Audit Committee met four times in 1995. Members of the 1995 Audit
Committee were Mr. Wyatt (chairman), Mr. Ambrose, Mr. Dawson and, prior to his
death in September of 1995, Mr. Martin Klingel. The principal functions of the
Audit Committee are to review periodic internal reports, arrange for the annual
external examination of First Busey and to make a written report of such
examination to the full Board of Directors.
The Compensation Committee met three times in 1995. Members of the
1995 Compensation Committee were Dr. Pollard (chairman), Mr. Knox and Mr.
Klingel.
First Busey does not have a formal nominating committee. The Board of
Directors, as a whole, performs the function of nominating persons for the
Board.
Each non-employee director of First Busey who attends at least 10 out
of the 12 monthly Board of Directors' meetings held each year receives $500 for
each meeting held. Each
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<PAGE> 9
non-employee director attending fewer than 10 monthly meetings receives
$500 per meeting attended and $250 per meeting not attended. In connection with
any special Board of Directors' meeting, each non-employee director who attends
receives $500 per meeting. Mr. Knox, who serves on First Busey's Board of
Directors, a number of First Busey's subsidiaries' boards of directors and
provides certain consulting services to the Company and its subsidiaries,
receives an annual fee of $15,000 in lieu of any other fees payable to
non-employee directors of the Company and its subsidiaries. See "Compensation
Committee Interlocks and Insider Participation." However, directors who are
employees of First Busey or its subsidiaries receive no additional compensation
for attending Board of Directors' meetings. Certain of the Directors have
elected to defer their directors' fees pursuant to First Busey's Director
Deferred Compensation Plan. The accounts containing such deferred amounts of
Mr. Dawson, Mr. Knox, Dr. Pollard and Mr. Wyatt were credited in 1995 with
"above-market" interest of $536, $1,883, $728 and $93, respectively.
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Class A Common Stock as of February 29, 1996 by all
directors and director nominees, by each person who is known by First Busey to
be the beneficial owner of more than 5% of the outstanding Class A Common
Stock, by each executive officer named in the Summary Compensation Table and by
all directors and executive officers as a group.
The number of shares beneficially owned by each director, director
nominee, 5% stockholder or executive officer is determined under rules of the
Securities and Exchange Commission (the "Commission"), and the information is
not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the
individual has the sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of February
29, 1996 through the exercise of any stock option or other right. Unless
otherwise indicated, each person has sole investment and voting power (or
shares such powers with his or her spouse) with respect to the shares set forth
in the following table. In certain instances, the number of shares listed
includes, in addition to shares owned directly, shares held by the spouse or
children of the person, or by a trust of which the person is a trustee or in
which the person may have a beneficial interest. In some cases, the person has
disclaimed beneficial interest in certain of these shares.
As of February 29, 1996, Douglas C. Mills, Chairman of the Board, and
his wife, Linda M. Mills, are, in the aggregate, the beneficial owners of all
of the 750,000 shares of Class B Common Stock outstanding and 141,372 shares of
Class A Common Stock. With respect to all matters to be voted on by the
stockholders, the holders of Class A Common Stock are entitled to one vote per
share while the holders of Class B Common Stock are entitled to 10 votes per
share. Mr. and Mrs. Mills, in the aggregate, currently control approximately
70% of the outstanding voting power of First Busey.
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<PAGE> 10
<TABLE>
<CAPTION>
Number of Shares of
Name and Address of Class A Common Stock
Beneficial Owner Beneficially Owned
---------------- ------------------
Percent of
Shares Total Outstanding
------ -----------------
<S> <C> <C>
Douglas C. Mills(1)(2)
102 E. Main Street
Urbana, Illinois 61801 506,372 12.13%
First Busey Trust & Investment Co.(3)
102 E. Main Street
Urbana, Illinois 61801 425,624 11.25%
Linda M. Mills(1)
2123 Seaton Court
Champaign, Illinois 61821 385,000 9.26%
Martin A. Klingel Estate(4) 295,100 7.80%
Joseph M. Ambrose 9,430 .25%
Samuel P. Banks 1,000 .03%
T. O. Dawson 31,026 .82%
Victor F. Feldman 18,248 .48%
Kenneth M. Hendren 60,496 1.60%
Judith L. Ikenberry 10,501 .27%
E. Phillips Knox 105,170 2.78%
P. David Kuhl(5) 32,890 .87%
V. B. Leister, Jr. 1,550 .04%
Robert C. Parker 1,300 .03%
John W. Pollard, M.D. 32,126 .85%
Edwin A. Scharlau II(6) 118,312 3.12%
Benjamin G. Snyder 1,000 .03%
David C. Thies 900 .02%
Arthur R. Wyatt 37,926 1.00%
All directors (including nominees) and
executive officers as a group (17 persons) 1,353,247 29.70%
</TABLE>
(1) The number of shares listed includes 375,000 shares issuable upon
conversion of shares of Class B Common Stock.
(2) The number of shares listed does not include options to purchase 33,500
shares of Class A Common Stock which are not presently exercisable.
(3) Bubank Co. and Urban & Co., each of which is a partnership (the
registered nominees for First Busey Trust & Investment Co.),
hold these shares in various fiduciary capacities. Of these shares,
122,447 are beneficially owned by First Busey's 401(k) Stock Fund and
303,177 are beneficially owned by First Busey's Stock Ownership Plan.
There are also 110,175 shares registered under these nominees for which
First Busey Trust & Investment Co. does not have sole voting or
investment power. These 110,175 shares are not included in the number
of shares listed.
(4) Douglas C. Mills and Allen B. Klingel, Jr. are co-executors of the
Martin A. Klingel Estate and share voting and dispositive power of these
shares.
(5) The number of shares listed does not include options to purchase
17,500 shares of Class A Common Stock which are not presently
exercisable.
(6) The number of shares listed does not include options to purchase 20,500
shares of Class A Common Stock which are not presently exercisable.
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<PAGE> 11
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company believes
that during the fiscal year ended December 31, 1995, its executive officers,
directors and holders of more than 10% of the Company's Common Stock complied
with all Section 16(a) filing requirements. In making these statements, the
Company has relied upon the written representations of its directors and
executive officers.
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's
Chief Executive Officer and the other executive officers of the Company for the
three fiscal years ending December 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS
----------------------------- -------------------------------
Securities
Underlying
Name and Restricted Stock Options/ All Other
Principal Position(1) Year Salary($) Bonus($) Awards ($)(2) SARS(#) Compensation($)(3)
- -------------------- ---- -------- -------- ---------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas C. Mills 1995 150,000 96,800 0 10,000 53,038
Chairman of the Board and 1994 150,000 100,000 57,500 1,000 42,144
Chief Executive Officer 1993 160,000 90,000 43,000 0 27,496
Edwin A. Scharlau II 1995 150,000 36,784 0 7,500 12,230
Chairman of the Board of 1994 144,000 38,000 34,500 1,000 12,211
First Busey Trust & 1993 140,000 35,000 21,500 0 15,281
Investment Co.
P. David Kuhl 1995 135,000 35,816 0 7,500 9,106
President and Chief 1994 125,000 37,000 34,500 1,000 8,396
Executive Officer of Busey 1993 115,000 35,000 21,500 0 13,320
</TABLE>
(1) The Company has determined that the three named executive officers are
the only executive officers of the Company for purposes of Rule 3b-7 under
the Exchange Act.
(2) At December 31, 1995, Mr. Mills, Mr. Scharlau and Mr. Kuhl held 4,500,
2,500 and 2,500 shares of restricted stock having a value of $121,500,
$67,500 and $67,500, respectively, based upon a $27.00 share "Bid" price
of Company Class A Common Stock as reported in the National Quotation
Bureau's "Pink Sheets" on December 31, 1995. The shares of restricted
stock awarded to the executive officers are subject to the restriction
that the Company must achieve a specified net income per share for the
years ended December 31, 1995 and December 31, 1996. Should the Company
achieve this specified net income per share in 1995 and 1996, the
restrictions on the shares of restricted stock applicable for that
specific year will lapse and the shares will be awarded to the executive
officers. Dividends are paid on all shares of restricted stock to the
same extent as any other shares of the Company's Class A Common Stock.
(3) The amounts disclosed in this column for 1995 include:
(a) Company contributions of $6,583, $6,583 and $4,788 in 1995 under
First Busey's Profit Sharing Plan and Retirement Trust, a defined
contribution benefit plan, on behalf of Mr. Mills, Mr. Scharlau and
Mr. Kuhl, respectively.
(b) Company contributions of $5,215, $5,215 and $2,890, under First
Busey's Employee Stock Ownership Plan, a discretionary contribution
benefit plan, on behalf of Mr. Mills, Mr. Scharlau and Mr. Kuhl,
respectively.
(c) $28,882 in 1995 represents the compensation value of a split-dollar
life insurance policy on Mr. and Mrs. Mills. The Company will be
reimbursed for all premiums paid on the policy, without interest,
from the proceeds of the policy. Split-dollar life insurance policies
were acquired on Mr. Scharlau and Mr. Kuhl during 1994. $432 and $256,
respectively, represent the compensation value of these policies to Mr.
Scharlau and Mr. Kuhl.
(d) Company "above-market" interest payments of $12,358, $1,882 and
$1,172 under First Busey's Executive Deferred Compensation Plan on behalf
of Mr. Mills, Mr. Scharlau and Mr. Kuhl, respectively.
-8-
<PAGE> 12
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal
1995 to the named executive officers.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------ --------------------------------
Number of
Securities % of
Underlying Total Options
Options/SARs Granted to Exercise or
Granted Employees in Base Price Expiraton
Name (#) (1) Fiscal Year ($/Share) Date 5%($) 10%($)
- --------------------------- -------------- ------------------ ------------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Douglas C. Mills 10,000 9% 26.25 12/31/01 91,825 208,322
Edwin A. Scharlau II 7,500 7% 26.25 12/31/01 68,869 156,241
P. David Kuhl 7,500 7% 26.25 12/31/01 68,869 156,241
</TABLE>
(1) The options become fully exercisable on January 1, 2001. No portion is
exercisable before that date.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table provides information on option exercises in fiscal
1995 by the named executive officers and the value of such officers'
unexercised options at December 31, 1995.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
December 31, 1995(#) at December 31, 1995($)(1)
-------------------- --------------------------
Shares Acquired
on Exercise Value
Name (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- -------------- ------------ ------------ ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Douglas C. Mills 0 0 15,000 33,500 192,450 278,475
Edwin A. Scharlau II 0 0.00 7,500 20,500 96,225 151,110
P. David Kuhl 3,000(2) 16,245 0 24,000(3) 0 154,230
</TABLE>
(1) Based on the "Bid" price of Company Class A Common Stock as reported in the
National Quotation Bureau's "Pink Sheets" on December 31, 1995 ($27.00).
The numbers shown reflect the value of options accumulated over a five-year
period.
(2) Includes 1,500 shares acquired upon exercise of options held by
Mrs. Barbara J. Kuhl, Mr. Kuhl's spouse.
(3) Includes 6,500 shares underlying options held by Mrs. Kuhl.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
administers the Company's executive compensation program. After consideration
of the Committee's recommendations, the full Board of Directors reviews and
approves the base salaries and the amounts of the bonuses to be paid to
executive officers under the Performance Opportunity Reward program (the "POR
program") as well as the award of shares of restricted stock to the executive
officers.
-9-
<PAGE> 13
The goals of the Company's integrated executive compensation program
are to:
1. Pay competitively to attract, retain and motivate a
highly competent executive management team;
2. Tie individual cash and stock compensation,
specifically, to the achievement by the Company of annual corporate
goals and, generally, to the achievement by the executive officer of
specific individual goals; and
3. Align executive officers' financial interests with
stockholder value.
SALARIES
The Committee's determination of each executive officer's base salary
as well as the determination of the amount of the bonus to be paid to each
executive officer under the POR program and the number of shares of restricted
stock awarded and/or the number of stock options granted to the executive
officer is designed to accomplish the first goal of the Company's executive
compensation program. The base salary of each executive officer combined with
the amount of the bonus to be paid to the executive officer under the POR
program (the "cash compensation") is targeted to be slightly above average in
comparison to the total cash compensation of executive officers of other bank
holding companies of similar asset size located in communities in Illinois and
Indiana which are similar in size and composition to Champaign-Urbana.
Further, the Committee reviews each executive officer's contribution to the
achievement of the Company's annual corporate goals as well as the executive
officer's level of responsibility and experience.
PERFORMANCE OPPORTUNITY REWARD PROGRAM
The POR program is designed to accomplish both the first compensation
goal as described above and the second compensation goal of the Company's
executive compensation program of tying individual cash and stock compensation
to the achievement by the Company of annual corporate goals as well as the
achievement by the executive officer of specific individual goals. Each
February, the Committee reviews the Company's corporate goals for the ensuing
fiscal year as well as specific individual goals of each executive officer.
The Company's 1995 corporate goal under the POR program was to achieve a
specified net income per share (the "POR program corporate goal"). A limited
number of specific individual goals for each executive officer which relate to
the specific area of responsibility of the executive officer were also
established. Based on the Company's achievement of its POR program corporate
goal in 1995 and the Committee's determination as to whether each executive
officer achieved his specific individual goals, the executive officers named in
the Summary Compensation Table received the indicated cash bonuses under the
POR program.
RESTRICTED STOCK
The award of shares of restricted stock by the Committee is designed to
accomplish the first and second compensation goals as described above as well
as the third goal of the Company's executive compensation program of aligning
the interests of executive officers with stockholder value. The number of
shares of restricted stock awarded to an executive officer is based on the
executive officer's contribution to the achievement of the Company's annual
corporate goals as
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<PAGE> 14
well as the executive officer's level of responsibility and
experience. The Committee did not award any shares of restricted stock in
fiscal 1995. For fiscal 1996, the shares of restricted stock awarded to the
executive officers are subject to the restriction that the Company must achieve
a specified net income per share for the year ending December 31, 1996. Should
the Company achieve this specified net income per share in 1996, the
restrictions on the shares of restricted stock will lapse and the shares will
be awarded to the executive officers. If the Company does not achieve this
specified net income per share in 1996, the shares of restricted stock will be
forfeited as provided in the 1993 Restricted Stock Award Plan (the "Restricted
Stock Plan"). Executive officers are not required to pay for shares of
restricted stock awarded under the Restricted Stock Plan. The executive
officer may not sell, transfer, pledge or otherwise attempt to convey any
interest in the shares subject to the award while the participant is an officer
or employee of the Company or a subsidiary of the Company until all of the
restrictions on resale applicable to the shares subject to the award have
lapsed. During the period the shares are subject to forfeiture, the executive
officer is entitled to receive dividends and other distributions on the shares
and is entitled to vote such shares on all matters submitted to stockholders.
STOCK OPTIONS
The granting of stock options by the Committee is designed to
accomplish the first and second compensation goal as described above as well as
the third goal of the Company's executive compensation program of aligning the
interests of executive officers with stockholder value. The number of stock
options granted to an executive officer and other officers is determined by
the officer's title and responsibilities. Grants of stock options are
intended to recognize different levels of contribution to the achievement of
the Company's annual corporate goals as well as different levels of
responsibility and experience as indicated by each officer's title. All
officers with the same title generally receive the same number of stock
options. All stock options are granted with an exercise price equal to the
fair market value of Class A Common Stock on the date of grant. At the
November 15, 1995 Meeting of the Board of Directors of First Busey
Corporation, the 1988 Stock Option Plan was amended to increase the number of
shares of Stock reserved for issue upon the exercise of Stock Options from
three hundred thousand (300,000) to seven hundred fifty thousand (750,000).
The Compensation Committee granted stock options totaling 109,000 shares on
November 15, 1995.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Base Salary/POR Program. Mr. Mills' 1995 base salary was $150,000 which
represented his base salary in 1994. The Committee determined to increase the
amount of the cash bonus to be paid under the POR program to Mr. Mills if the
Company achieved its POR program corporate goal and Mr. Mills achieved his
specific individual goals to between $90,000 and $125,000 in 1995. This
determination by the Committee was based on the compensation goal of tying
individual total cash compensation, specifically, to the achievement by the
Company of annual corporate goals and, generally, to the achievement by the
executive officer of specific individual goals. Although Mr. Mills' 1995 base
salary was less than the base salary of the chief executive officers of the
Company's peers, Mr. Mills' total cash compensation would be comparable with
such chief executive officers if the Company achieved its POR program corporate
goal and Mr. Mills received his maximum POR bonus. Based on the Company's
achievement of its POR program corporate goal in 1995 and the Committee's
determination as to whether Mr. Mills achieved his specific individual goals,
Mr. Mills was paid a cash bonus of $96,800.
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<PAGE> 15
Restricted Stock. Based on the achievement of the specified net income
per share for the year 1995, the restrictions accompanying the 2,000 shares of
restricted stock awarded to Mr. Mills in 1993 were released in January of
1996. Mr. Mills currently holds 2,500 shares of restricted stock tied to the
performance of the Company as of December 31, 1996. The Committee did not
award any restricted stock in 1995.
Stock Options. Mr. Mills was granted options to purchase 10,000 shares
of Class A Common Stock in 1995. Due to the fact that no Restricted Stock
Awards were granted to Mr. Mills in 1995, the Compensation Committee determined
that his performance warranted an increase in the number of stock options
granted from 1994.
COMPENSATION COMMITTEE
John W. Pollard, M.D. (Chairman)
E. Phillips Knox
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act that might incorporate future filings,
including this Proxy Statement, in whole or in part, the preceding report and
the Performance Table included under "Company Performance" shall not be
incorporated by reference into any such filings.
-12-
<PAGE> 16
COMPANY PERFORMANCE
The following table compares the Company's performance, as measured by
the change in price of its Class A Common Stock plus reinvested dividends, with
the CRSP NASDAQ Total Return Index--United States ("NASDAQ Total Return
Index--U.S.") and the SNL-Midwestern Banks Index (the "Custom Peer Group") for
the five years ended December 31, 1995.
<TABLE>
<CAPTION>
Measurement Period First Busey Corporation Nasdaq Total Return Custom Peer Group
(Year Ending) ----------------------- ------------------- -----------------
- ------------------
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 111.05 161.00 173.52
12/31/92 123.62 186.86 224.17
12/31/93 169.87 214.51 234.34
12/31/94 198.46 209.68 225.64
12/31/95 228.62 296.30 333.95
</TABLE>
The Banks in the Custom Peer Group (SNL-Midwestern Banks) represent all
publicly traded banks, thrifts or financial service companies located in Iowa,
Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, North
Dakota, Nebraska, Ohio, South Dakota and Wisconsin.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Committee consisted of Messrs. Pollard and
Knox. Mr. Knox is a lawyer with Tummelson, Bryan and Knox, Urbana, Illinois and
provided legal and certain consulting services to the Company during fiscal
1995. Mr. Knox received an annual director's fee of $15,000 in lieu of any
other fees payable to non-employee directors of the Company and its
subsidiaries. The dollar amount of the fees paid to Tummelson, Bryan and Knox
by the Company during the 1995 fiscal year was $83,807.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Busey Bank has had, and may be expected to have in the future, banking
transactions in the ordinary course of business with directors, executive
officers and holders of 5% or more of First Busey's Common Stock, their
immediate families and their affiliated companies. These transactions have
been and will be on the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unaffiliated
persons. The transactions have not involved and will not involve more than the
normal risk of collectibility or any other unfavorable features. At December
31, 1995, these persons and companies were indebted to Busey Bank for loans
totaling approximately $4,168,942 representing 6.15% of total stockholders'
equity. In addition to these loans, Busey Bank makes loans to officers of
First Busey's subsidiaries who are not executive officers of First Busey.
-13-
<PAGE> 17
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
CLASS A AND CLASS B COMMON STOCK
(PROPOSAL TWO)
The Company proposes to amend Article Fourth of its Articles of
Incorporation to increase the number of its authorized shares of Class A and
Class B Common Stock. The Company proposes to increase the number of
authorized shares of Class A Common Stock to 40,000,000 shares and Class B
Common Stock to 10,000,000 shares.
The classes and the aggregate number of common stock which the Company
shall have authority to issue shall be as follows:
A. 40,000,000 shares of Class A Common Stock, without par value.
B. 10,000,000 shares of Class B Common Stock, without par value.
The Company currently has authority to issue 1,000,000 shares of
Preferred Stock, without par value. Such authorization will remain
unaffected.
As of February 29, 1996, the Company had 3,785,016 shares of Class A
Common Stock issued and outstanding, 750,000 shares of Class B Common Stock
issued and outstanding and no shares of Preferred Stock issued and outstanding.
No shares of the Company's stock are currently reserved for issuance.
At the date of this Proxy Statement, the Company does not have certain
plans to issue any shares of Class A or Class B Common Stock. However, the
Board of Directors currently anticipates considering a possible stock split of
Class A and Class B Common Stock on April 15, 1996, at the Board Meeting
preceding the Annual Meeting. There are no assurances that the
Board of Directors will approve a stock split or, if approved, on what basis
such split may be approved.
The additional shares of Class A and Class B Common Stock that may be
issued pursuant to the proposed stock split would be a part of the respective
existing classes of Class A and Class B Common Stock and, if issued, would have
the same rights and privileges as the shares of Class A and Class B Common
Stock presently outstanding. In addition, a split would not affect the
relative rights of any shareholder or result in a dilution or diminution of any
shareholder's proportionate interest in the Company. An increase in the number
of shares of Class A and Class B Common Stock outstanding would increase the
voting power of the holders of Class A and Class B Common Stock in relation to
the holders of other voting securities of the Company as to matters on which
all voting securities vote as a single class.
In addition, the Board of Directors of the Company has determined that
it is in the best interests of the Company to have additional shares of Common
Stock authorized and available for issuance as the need arises for possible
future financing transactions, acquisitions, asset purchases, stock dividends
or splits, issuances under employee benefit plans and for other general
corporate purposes. Such shares will be issuable by the Company generally
without further authorization by the stockholders on such terms as the Board of
Directors may lawfully determine. The effect of the authorization and issuance
of additional shares of Common Stock (other than on a pro rata
-14-
<PAGE> 18
basis among holders of Common Stock) would be to dilute the present
voting power of the holders of Common Stock. Stockholders presently do not
have preemptive rights. Although it is not intended to be an anti-takeover
measure, the increase in authorized shares of Common Stock with a subsequent
issuance of such shares could impede a potential takeover by, among other
things, (1) diluting the stock ownership of persons attempting to gain control
of the Company and (2) issuing securities to individuals or entities favorable
to management. The par value, designations, preferences, relative rights,
limitations, or restrictions of the authorized Class A Common Stock, Class B
Common Stock and Preferred Stock of the Company will remain unchanged.
If the proposal to increase the number of authorized shares of Class A
and Class B Common Stock is adopted by stockholders, the Company will then have
36,208,822 shares of Class A Common Stock, 9,250,000 shares of Class B Common
Stock and 1,000,000 shares of Preferred Stock available for issuance.
The Board of Directors currently believes that the authorized and
unissued shares of stock of the Company which will remain after amendment of
the Company's Articles of Incorporation as proposed in these proxy materials
will be sufficient for the Company's capital and other needs for the
foreseeable future.
THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS VOTE FOR THE
AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF CLASS A AND CLASS B COMMON STOCK.
RATIFICATION OF AUDITORS PROPOSAL
(PROPOSAL THREE)
For the year 1995, the Board of Directors of the Company retained
McGladrey & Pullen as independent auditors for the Company. The Board of
Directors has appointed McGladrey & Pullen, LLP as independent auditors for the
fiscal year ending December 31, 1996. A representative of McGladrey & Pullen,
LLP will be present at the Annual Meeting and will have the opportunity to make
a statement if he or she desires to do so and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF AUDITORS PROPOSAL.
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<PAGE> 19
OTHER BUSINESS
So far as is presently known, there is no business to be transacted at the
Annual Meeting other than that referred to in the Notice of Annual Meeting of
Stockholders and it is not anticipated that other matters will be brought
before the Annual Meeting. If, however, other matters should properly be
brought before the Annual Meeting, it is intended that the proxy holders may
vote or act in accordance with the Company's Board of Directors' recommendation
on such matters.
STOCKHOLDER PROPOSALS
Stockholders desiring to submit proposals to be voted upon by stockholders at
the 1997 Annual Meeting must submit their proposals to the Executive Vice
President and Corporate Secretary of the Company no later than November 15,
1996.
By order of the Board of Directors,
/s/ Barbara J. Kuhl
Barbara J. Kuhl
Executive Vice President
and Corporate Secretary
March 18, 1996
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<PAGE> 20
PROXY-FIRST BUSEY CORPORATION
KNOW ALL MEN BY THESE PRESENTS, THAT I, the undersigned stockholder of First
Busey Corporation (the "Company") having received notice of the Annual Meeting
of Stockholders, do hereby nominate, constitute and appoint, Tom Berns and Tom
Brown, or either of them, my true and lawful attorneys and proxies, with full
power of substitution, for me and in my name, place and stead to vote all of
the shares of Class A Common Stock and Class B Common Stock, without par value
("Common Stock") of the Company standing in my name on its books on February
29, 1996 at the Annual Meeting of Stockholders of the Company, to be held at
the Assembly Hall, 1800 S. First Street, Champaign, IL, on April 16, 1996 at
7:00 p.m., local time, and at any postponement or adjournment thereof, with all
powers the undersigned would possess if personally present, as follows:
<TABLE>
<CAPTION>
<S><C>
1. // FOR all nominees listed below to serve as directors of the
Company until the next Annual Meeting of Stockholders (except
as marked to the contrary below)
2. // WITHHOLD AUTHORITY to vote for all nominees listed below
Joseph M. Ambrose Samuel P. Banks T.O. Dawson
Victor F. Feldman Kenneth M. Hendren Judith L. Ikenberry
E. Phillips Knox P. David Kuhl V.B. Leister, Jr.
Douglas C. Mills Linda M. Mills Robert C. Parker
John W. Pollard David C. Thies Edwin A. Scharlau II
Ben Snyder Arthur R. Wyatt
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through that nominee's name.)
2. // FOR // AGAINST // ABSTAIN FROM
Proposal to increase the number of authorized shares of Class A
and Class B Common Stock from 12,500,000 to 50,000,000.
3. // FOR // AGAINST // ABSTAIN FROM
Ratification of the appointment of the firm of McGladrey &
Pullen, LLP as the Company's independent auditors for the
fiscal year ending December 31, 1996.
To transact such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
</TABLE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO INSTRUCTIONS ARE GIVEN, IT WILL
BE VOTED "FOR" ELECTION OF ALL NOMINEES AS DIRECTORS OF FIRST BUSEY CORPORATION,
"FOR" THE PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A AND
CLASS B COMMON STOCK FROM 12,500,000 TO 50,000,000 AND "FOR" THE RATIFICATION OF
McGLADREY & PULLEN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS. ALSO, THIS PROXY
WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS ON ANY OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING OR
ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.
<PAGE> 21
YOUR VOTE IS IMPORTANT. ANY PREVIOUSLY SUBMITTED PROXIES WILL NOT BE USED AT
THE ANNUAL MEETING. ACCORDINGLY, EVEN IF YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
Dated:
----------------------- -------------------------------------
Number of Shares:
------------ -------------------------------------
Please sign your name or names exactly
as they appear on the stock
certificate.
Each joint tenant must sign. When
signing as attorney, administrator,
guardian, executor or trustee or as
an officer of a corporation, please
give full title. If more than one
trustee, all should sign.
