FIRST BANKING CENTER INC
DEFA14A, 2000-03-16
STATE COMMERCIAL BANKS
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                           FIRST BANKING CENTER, INC.

                              400 Milwaukee Avenue
                           Burlington, Wisconsin 53105
                                 (262) 763-3581

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                 APRIL 18, 2000

To the Stockholders of First Banking Center, Inc.

Notice is hereby given that the Annual Meeting of  Stockholders of First Banking
Center,  Inc.,  Burlington,  Wisconsin,  pursuant  to  action  of the  Board  of
Directors, will be held at the Banking House, 400 Milwaukee Avenue,  Burlington,
Wisconsin,  on the 18th day of April,  2000,  at 1:30 P.M.  for the  purpose  of
considering and voting upon the following matters:

  I.)  Election of 4 directors as described in the accompanying Proxy Statement.

 II.)  Such other  business as may  properly  come  before  the  meeting  or any
       adjournments thereof.

Only  stockholders  of record at the close of  business on March 3, 2000 will be
entitled to notice of and to vote at the Annual  Meeting of April 18,  2000,  or
any adjournment(s) thereof.

John S. Smith
Secretary

Burlington, Wisconsin
March 17, 2000

YOU ARE REQUESTED TO PLEASE FILL IN, SIGN,  DATE AND RETURN THE PROXY  SUBMITTED
HEREWITH IN THE ENCLOSED ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR
RIGHT TO REVOKE  SUCH  PROXY OR TO VOTE IN  PERSON  SHOULD  YOU LATER  DECIDE TO
ATTEND THE MEETING.


<PAGE>
                                REVOCABLE PROXY
                           FIRST BANKING CENTER, INC.

This Proxy is solicited by the  Board of Directors of First Banking Center, Inc.
For The Annual Meeting of Stockholders April 18, 2000.

The undersigned  hereby  constitutes and appoints Joyce Schilz and Ralph Wilson,
and each of them,  with full power to act alone and with power of  substitution,
to be the true and lawful  attorney and proxy of the  undersigned to vote at the
Annual Meeting of Shareholders  of First Banking Center,  Inc. to be held at the
Banking House, 400 Milwaukee Avenue,  Burlington,  Wisconsin on April 18,2000 at
1:30P.M., or  at  any  adjournment(s)thereof, the  shares  of  stock  which  the
undersigned would be entitled to vote at that meeting and at any  adjournment(s)
thereof, as indicated below. The undersigned hereby revokes any proxy heretofore
given and ratifies all that said attorneys and proxies or their  substitutes may
do by virtue hereof.

ELECTION OF DIRECTORS

|X| PLEASE MARK VOTES AS IN THIS EXAMPLE

The four persons  listed below have been  nominated for election as directors as
discussed in the Proxy Statement dated March 17, 2000 attached hereto:

             Keith Blumer              John M. Ernster
             Richard McKinney          John S. Smith

                               With-      For All
                      For      hold       Except
                      | |      | |        | |

INSTRUCTIONS:  To withhold authority for any individual  nominee,  mark "For All
Except" and write that nominee's name in the space provided below.


                    _________________________________________

THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE ELECTION OF THE FOUR PERSONS
LISTED ABOVE.

Please be sure to sign and date
this Proxy below

         ______________________
         Date


________________________________________________________________________________
Stockholder sign above                             Co-holder (if any) sign above

If any additional matters are properly presented, the persons named in the proxy
will have the  discretion to vote in accordance  with their own judgment in such
matters.  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED  PRIOR  TO ITS  EXERCISE  BY  WRITTEN  NOTICE  TO THE  SECRETARY  OF THE
CORPORATION  OR BY  SUBMITTING A LATER-DATED  PROXY,  OR BY ATTENDING THE ANNUAL
MEETING.  THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS  GIVEN BY THE
STOCKHOLDER, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED TO ELECT
THE 4 PERSONS LISTED ABOVE. The above signed hereby acknowledges  receipt of the
Notice of Annual  Meeting and the Proxy  Statement both dated March 17, 2000 and
enclosed  herein.  Please sign your name exactly as it appears on the Proxy.  In
signing as Executor, Administrator, Personal Representative,  Guardian, Trustee,
or Attorney, please add your title as such. All joint owners should sign.

           PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY



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