<PAGE>
<PAGE>
FORT WAYNE NATIONAL CORPORATION
March 15, 1996
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Fort Wayne National Corporation to be held at the Allen County War Memorial
Coliseum Exposition Center, 4000 Parnell Avenue, Fort Wayne, Indiana,
commencing at 1:30 p.m. (E.S.T.) on Tuesday, April 16, 1996. The Board of
Directors and management look forward to greeting personally those
Shareholders attending.
The matters to be acted upon at the meeting are described in the
attached Notice of Annual Meeting and Proxy Statement.
Shareholders will be asked to elect 7 Class B Directors, and to ratify
the appointment of Ernst & Young LLP as the Corporation's independent
auditors.
It is important that your shares are represented at the meeting, whether
-------
or not you are personally able to be present. Accordingly, please sign, date
- --------------------------------------------
and return the enclosed proxy card in the postage-paid envelope provided for
your convenience.
Your prompt response will be greatly appreciated.
Cordially,
/s/ Jackson R. Lehman
Jackson R. Lehman, Chairman
Chief Executive Officer
PAGE
<PAGE>
FORT WAYNE NATIONAL CORPORATION
110 West Berry Street, P.O. Box 110
Fort Wayne, Indiana 46801
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD April 16, 1996
To our Shareholders:
The Annual Meeting of Shareholders of Fort Wayne National Corporation
(the "Corporation") will be held in the Allen County War Memorial Coliseum
Exposition Center, 4000 Parnell Avenue, Fort Wayne, Indiana at 1:30 P.M.
(E.S.T.), on Tuesday, April 16, 1996, for the following purposes:
1. To elect 7 Class B directors for a term expiring in 1999;
2. To ratify the appointment of Ernst & Young LLP to serve as independent
auditors of the Corporation; and
3. To transact any other business that may properly come before the
meeting or any adjournment thereof.
Only Shareholders of record on the Corporation's books at the close of
business on March 4, 1996, are entitled to vote at the meeting and any
adjournment thereof.
By Order of the Board of Directors
/s/ Jackson R. Lehman
Jackson R. Lehman
Chairman of the Board
Fort Wayne, Indiana
March 15, 1996
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
ACCORDINGLY, PLEASE SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU
MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ACTUAL EXERCISE.
PAGE
<PAGE>
FORT WAYNE NATIONAL CORPORATION
110 West Berry Street, P.O. Box 110
Fort Wayne, Indiana 46801
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD April 16, 1996
PROXY STATEMENT
March 15, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Fort Wayne National
Corporation (the "Corporation") for use at the Annual Meeting of
Shareholders to be held on Tuesday, April 16, 1996, and at any and all
adjournments thereof.
The date on which this Proxy Statement and the accompanying proxy
are first being sent or given to Shareholders is March 15, 1996. The
cost of the solicitation will be borne by the Corporation. In addition
to solicitation by mail, some of the directors, officers and regular
employees of the Corporation may, without extra compensation, solicit
proxies by telephone, telegraph and personal interview. Arrangements
will be made with brokerage houses, custodians, nominees and other
fiduciaries to send proxy materials to their principals, and they will be
reimbursed by the Corporation for postage and clerical expense in doing
so.
Any Shareholder giving a proxy has the power to revoke it at any
time before its exercise by submitting a written revocation or a new
proxy, or by attending and voting at the Annual Meeting.
The executive offices of the Corporation are located at 110 West
Berry Street, Fort Wayne, Indiana.
ANNUAL REPORT
A copy of the Annual Report to Shareholders is being sent to all
Shareholders. It is not, however, a part of this Proxy Statement.
INFORMATION AS TO VOTING SECURITIES
The securities of the Corporation entitled to be voted at the
meeting consist of shares of its Common Stock of which 11,446,704 shares
were issued and outstanding at the close of business on March 4, 1996.
The Corporation has no other class of capital stock outstanding. Only
Shareholders of record at the close of business on March 4, 1996, will be
eligible to vote at the Annual Meeting or at any adjournment thereof;
except that, under the Corporation's by-laws, any person who acquires
title to a share after the record date shall be entitled, upon written
request to the Shareholder of record, to receive from such record
Shareholder a proxy, with power of substitution, to vote that share.
Shareholders are entitled to 1 vote for each share held. Any shares with
respect to which proxies are not received will not be voted for or
against any proposition to come under consideration at the Annual
Meeting. Any shares with respect to which proxies are received
indicating abstentions from vote, will be voted in accordance therewith
as abstentions.
PRINCIPAL HOLDERS OF COMMON STOCK
Under Rule 13d-3 of the Securities Exchange Act of 1934, a
beneficial owner of a security is any person who directly or indirectly
has or shares voting power or investment power over such security. Such
beneficial owner under this definition need not enjoy the economic
benefit of such securities. The following is the only Shareholder deemed
to be a beneficial owner of 5% or more of the Common Stock of the
Corporation as of February 9, 1996:
<TABLE>
<CAPTION>
Shares of Common
Capital Stock
Beneficially
Names and Address of Owned as of Percent
Beneficial Owner February 9, 1996 Owned
- -------------------------------------- -------------------- --------
<S> <C> <C>
Fort Wayne National Bank (1) 1,381,459 (2) 11.9
110 West Berry Street
Fort Wayne, Indiana 46801
</TABLE>
(1) Fort Wayne National Bank is a wholly-owned bank subsidiary of the
Corporation.
(2) Fort Wayne National Bank holds these shares in a fiduciary capacity
under numerous trust relationships, none of which relates to more than
5% of the shares. Fort Wayne National Bank has sole or shared voting
power and sole or shared investment decision over these shares. Fort
Wayne National Bank also holds shares in a non-discretionary capacity
and disclaims any beneficial interest in all shares held in this
capacity.
1
PAGE
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
As of the Annual Meeting on April 16, 1996, the Board of Directors will
consist of 20 members divided into 3 classes, A, B and C. Class A will be
comprised of 6 members and Classes B and C will be comprised of 7 members
each.
The term of office of Class B Directors expires at the Annual Meeting of
Shareholders on April 16, 1996. The term of office of Class C Directors, none
of whom will be voted on at this meeting, will expire at the Annual Meeting in
1997, and the term of office of Class A Directors, none of whom will be voted
on at this meeting, will expire at the Annual Meeting in 1998. At each Annual
Meeting, Directors are to be elected for a term of 3 years, to succeed those
Directors whose terms expire at such meeting.
At this year's Annual Meeting, 7 Class B Directors are to be elected,
each to hold office for 3 years or until a successor is elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to
vote, if authorized, the proxies for the election as Directors the 7 persons
named below as nominees. All of the nominees are now Directors of the
Corporation. In the event any nominee declines or is unable to serve as a
Director (which is not anticipated), the persons named as Proxies reserve full
discretion to vote for any other person who may be nominated. The affirmative
vote of the holders of a majority of the outstanding shares of Common Stock
which are voted is required for the election of Directors.
The following table sets forth with respect to each nominee for Director,
and for each continuing Director, his/her age, principal occupation during the
past 5 years, other positions he/she holds with the Corporation, if any, other
directorships he/she holds, if any, the year in which he/she first became a
Director of the Corporation (or Fort Wayne National Bank, if the Director was
a Director of that bank prior to becoming a Director of the Corporation), and
the number of shares of Common Stock of the Corporation beneficially owned,
directly or indirectly, as at the close of business on February 9, 1996.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS CLASS B DIRECTORS AT
ANNUAL MEETING TO BE HELD ON APRIL 16, 1996
FOR TERMS EXPIRING AT 1999 ANNUAL MEETING
Shares of Common
Capital Stock
Beneficially
Names and Occupations Director Owned as of February Percent
During Period Since 1990 Age Since 9, 1996 (1)(2) Owned
- ------------------------------- --- -------- --------------------- ------
<S> <C> <C> <C> <C>
STANLEY C. CRAFT............ 57 1993 1,084 .009
Essex Group, Inc.(Manufacturer
of Electric Wire and Cable),
President; Chief Executive
Officer 1992 to present
RICHARD B. DONER............ 63 l982 2,503 (3) .021
Doner & Associates (Management
Consultant), President
JON F. FULLER............... 51 1993 3,192 (4) .027
Turf Specialties Corporation
(Wholesale Distributor of
Turf Products), President
</TABLE>
2
PAGE
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Capital Stock
Beneficially
Names and Occupations Director Owned as of February Percent
During Period Since 1990 Age Since 9, 1996 (1)(2) Owned
- -------------------------------- --- -------- --------------------- ------
<S> <C> <C> <C> <C>
JOANNE B. LANTZ............. 64 l990 1,340 .011
Retired; Indiana University-
Purdue University at Fort Wayne,
Chancellor to 1994
RICHARD C. MENGE............ 60 l989 1,384 (5) .012
Retired; Indiana and Michigan
Power Company (Public Utility),
President to 1996
PAUL E. SHAFFER............. 69 l967 109,063 (6)(7) .935
Retired; Fort Wayne National
Corporation and Fort Wayne
National Bank, Chairman
Emeritus of the Board to 1996;
Vice Chairman of the Board to
1994; Chairman of the Board
and Chief Executive Officer to
l992
DON A. WOLF................. 66 l972 11,290 (8) .097
Retired; Hardware Wholesalers,
Inc. (National Hardware
Cooperative), President to
1992; Clarcor Co.
(Manufacturer of Packaging
and Filters), Director
</TABLE>
<TABLE>
<CAPTION>
CLASS C DIRECTORS WHOSE TERMS
EXPIRE AT 1997 ANNUAL MEETING
Shares of Common
Capital Stock
Beneficially
Names and Occupations Director Owned as of February Percent
During Period Since 1990 Age Since 9, 1996 (1)(2) Owned
- -------------------------------- --- -------- --------------------- ------
<S> <C> <C> <C> <C>
ROBERT A. ANKER ............. 54 1994 334 .003
Lincoln National Corporation
(Insurance Holding Company),
President and Chief Operating
Officer 1992 to present,
Director; Lincoln National
Life Insurance Company,
Chairman and Chief Executive
Officer 1992 to present;
American States Insurance
Company (Property/Casualty
Insurance Company), Chairman
and Chief Executive Officer
to 1992
THOMAS C. GRIFFITH......... 65 1986 2,940 .025
Retired
MICHAEL J. McCLELLAND....... 48 1994 947 .008
Hardware Wholesalers, Inc.
(National Hardware
Cooperative), President and
Chief Executive Officer 1992
to present; Executive Vice
President, prior
PATRICK G. MICHAELS......... 49 l992 9,244 (10) .079
Barrett & McNagny (Attorneys
at Law), Partner (9)
PATRICIA R. MILLER.......... 57 1994 817 .007
Vera Bradley Designs, Inc.
(Manufacturer of Designer
Luggage and Apparel),
President
</TABLE>
3
PAGE
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Capital Stock
Beneficially
Names and Occupations Director Owned as of February Percent
During Period Since 1990 Age Since 9, 1996 (1)(2) Owned
- ------------------------------- --- -------- --------------------- ------
<S> <C> <C> <C> <C>
JAMES W. ROGERS............. 45 l99l 517 .004
General Electric Company,
President & Chief Executive
Officer-GE Motors; Vice
President-GE Motors to 1992
THOMAS M. SHOAFF............ 54 l976 85,098 (11) .730
Baker & Daniels (Attorneys at
Law), Partner (9)
</TABLE>
<TABLE>
<CAPTION>
CLASS A DIRECTORS WHOSE TERMS
EXPIRE AT 1998 ANNUAL MEETING
Shares of Common
Capital Stock
Beneficially
Names and Occupations Director Owned as of February Percent
During Period Since 1990 Age Since 9, 1996 (1)(2) Owned
- ------------------------------- --- -------- --------------------- -----
<S> <C> <C> <C> <C>
WALTER S. AINSWORTH........... 67 l982 3,202 (12) .027
Retired; Phelps Dodge
Corporation (Manufacturer of
Wire Products), Senior Vice
President to l992; Phelps
Dodge Magnet Wire Company,
President and Chief Executive
Officer to l992; Tokheim
Corporation (Manufacturer of
Gasoline Dispensing Equipment),
Director
WILLIS E. ALT, JR............. 52 1995 20,031 (6)(13) .172
First National Bank of Warsaw,
President and Chief Executive
Officer
MICHAEL C. HAGGARTY.......... 61 l986 44,375 (6)(14) .380
Auburn State Bank, President
and Chief Executive Officer;
Citizens State Bank,
Chairman of the Board to l992
M. JAMES JOHNSTON........... 54 l99l 42,418 (6)(15) .364
Fort Wayne National
Corporation, President and
Chief Administrative Officer
1992 to present; Executive
Vice President, prior;
Fort Wayne National Bank,
President and Chief
Administrative Officer
1992 to present;Executive
Vice President, prior
JACKSON R. LEHMAN.......... 64 1976 52,466 (6)(16) .450
Fort Wayne National
Corporation and Fort Wayne
National Bank, Chairman of
the Board and Chief Executive
Officer 1992 to present;
President and Chief
Administrative Officer, prior
JEFF H. TOWLES, M.D. 67 1992 484 .004
Magnavox Electronic Systems
Company (Manufacturer of
Eletronic Systems), Medical
Director 1993 to present;
Surgical Associates, Inc.,
President to 1994
</TABLE>
4
PAGE
<PAGE>
(l) All Executive Officers and Directors as a group (27 persons, including
those named above) owned beneficially on February 9, l996, an aggregate
of 498,877 shares of the Corporation's Common Stock, which represented
4.278% of total shares then outstanding, including stock options
currently exercisable, and stock options exercisable within 60 days.
These shares include: 24,323 shares beneficially owned by Stephen R.
Gillig, one of the named executive officers in the Summary Compensation
Table which represented .209% of total shares then outstanding and
includes currently exercisable stock options, and stock options
exercisable within 60 days, to purchase 18,249 shares; and 24,568
shares beneficially owned by Michael J. Eikenberry, one of the named
executive officers in the Summary Compensation Table which represented
.211% of total shares then outstanding, and includes 6,744 shares held
in a trust as to which shares Mr. Eikenberry has voting and investment
power, and currently exercisable stock options, and stock options
exercisable within 60 days, to purchase 12,999 shares.
(2) Notwithstanding disclaimers of beneficial ownership by the person named,
the beneficial interest of spouses and children who share the same home
as the person named are included in the above schedule, but shares in
which other relatives have a beneficial interest are excluded.
(3) Includes 869 shares owned by Mr.Doner's spouse.
(4) Includes 894 shares owned by Mr. Fuller's spouse, 60 shares owned by Mr.
Fuller's adult son and 105 shares owned by Mr. Fuller's adult daughter.
(5) Includes 950 shares held in a trust as to which shares Mr. Menge shares
voting and investment power.
(6) Includes shares under stock options currently exercisable under the
Corporation's Stock Incentive Plan but, since these options have not
been exercised, those shares cannot be voted. The following Directors
have currently exercisable stock options, and stock options exercisable
within 60 days, to purchase the following numbers of shares: Jackson R.
Lehman, 18,250; Paul E. Shaffer, 15,000; M. James Johnston, 28,348;
Willis E. Alt, Jr., 9,375; Michael C. Haggarty, 2,375.
(7) Includes 10,000 shares owned by Mr. Shaffer's spouse and 9,415 shares
held in an Indiana nonprofit corporation as to which shares he shares
voting and investment power.
(8) Includes 8,100 shares held in a trust as to which shares Mr. Wolf shares
voting and investment power, but disclaims beneficial ownership.
(9) The law firms of Barrett & McNagny and Baker & Daniels rendered legal
services to the Corporation and its subsidiary banks during l995 and
will do so in l996. Patrick G. Michaels is a partner in the law firm of
Barrett & McNagny and Thomas M. Shoaff is a partner in the law firm of
Baker & Daniels.
(10) Includes 180 shares owned by Mr. Michaels' spouse.
(11) Includes 8,500 shares in a trust as to which shares Mr. Shoaff has
voting and investment power.
(12) Includes 300 shares owned by Mr. Ainsworth's spouse.
(13) Includes 5,635 shares owned by Mr. Alt's spouse and 1,750 shares in a
trust as to which shares Mr. Alt has voting and investment power.
(14) Includes 150 shares owned by Mr. Haggarty's spouse and 41,000 shares in
a trust as to which shares Mr. Haggarty has voting and investment power.
(15) Includes 3,750 shares owned by Mr. Johnston's spouse and 1,200 shares
consisting of 600 shares owned by each of Mr. Johnston's 2 adult sons.
Also includes 720 shares owned by the mother of Mr. Johnston's spouse,
as to which shares Mr. Johnston's spouse has voting power and investment
power, but disclaims beneficial ownership.
(16) Includes 12,300 shares owned by Mr. Lehman's spouse.
5
PAGE
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
All members of the Board of Directors of the Corporation also serve as
members of the Board of Directors of Fort Wayne National Bank. Both the
Corporation and that Bank held 12 regularly scheduled meetings and 1 special
meeting during 1995. In 1995, all directors, except Jackson R. Lehman and
M. James Johnston, were paid a monthly retainer of $300 for serving on the
Board, an attendance fee of $350 for each Board meeting attended, and $300 for
each committee meeting attended. Pursuant to the Corporation's Nonemployee
Director Stock Incentive Plan, directors who are not employees of any
subsidiary bank of the Corporation were each awarded 134 shares of the
Corporation's Common Stock on April 24, 1995. On said date, the Corporation's
Common Stock had a fair market value of $27.0625 per share.
The Board of Directors has, in addition to other committees, an Audit
Committee, a Compensation Committee, and a Nominating Committee.
THE AUDIT COMMITTEE, comprised of R. Doner (Chairperson), S. Craft,
T. Griffith and M. McClelland, held 4 meetings during 1995. The functions
performed by the Audit Committee include: making recommendations to the Board
of Directors with respect to the selection of the Corporation's independent
auditors for the ensuing year; reviewing the independence of the independent
auditors; reviewing actions by management on the independent auditors' and
internal auditors' recommendations; meeting with management, the internal
auditors and the independent auditors to review the effectiveness of the
Corporation's system of internal control and internal audit procedures; and
reviewing reports of bank regulatory agencies and monitoring management's
compliance with recommendations contained in said reports. To promote
independence of the audit function, the Committee consults separately and
jointly with the independent auditors, the internal auditors and management.
THE COMPENSATION COMMITTEE, comprised of D. Wolf (Chairperson),
S. Craft, R. Menge and J. Rogers, held 3 meetings during 1995. The functions
performed by the Compensation Committee include meeting with the executive
officers and making recommendations to the Board of Directors with respect to
officers' salaries and the setting of awards in compliance with the
Corporation's employee benefit plans.
THE NOMINATING COMMITTEE, comprised of D. Wolf (Chairperson), J. Lantz,
T. Shoaff and R. Menge, held 1 joint meeting with the Board of Directors
during 1995. The functions performed by the Nominating Committee include
making recommendations to the Board of Directors with respect to nominees for
election as Directors at the Annual Meeting and nominees to fill vacancies on
the Board of Directors between annual meetings. The Committee will consider
nominees recommended by Shareholders in making its recommendations.
Shareholders desiring to make such recommendations should submit any such
candidate's name in writing, together with biographical information and
written consent to nomination to: Secretary, Fort Wayne National Corporation,
P.O. Box 110, Fort Wayne, Indiana 46801. In order for such recommendations to
receive consideration by the Nominating Committee for the next Annual Meeting,
they should be received no later than December 31, 1996.
During the year 1995 each Director attended at least 75% of the
aggregate of the number of meetings of the Board of Directors and respective
committees on which he/she served except Stanley C. Craft, who attended 70% of
the meetings, Jon F. Fuller, who attended 69% of the meetings, Walter S.
Ainsworth, who attended 63% of the meetings, and James W. Rogers, who attended
19% of the meetings.
EXECUTIVE COMPENSATION
For the purposes of the following discussion of Executive Compensation
and the Compensation Committee Report, the words "Bank" or "Banks", when used
without designation of a specific subsidiary bank, means the subsidiary bank
or banks involved.
The following table sets forth information concerning all compensation
for services in all capacities paid or accrued by subsidiary Banks during 1995
for the Chief Executive Officer of the Corporation and each of the 4 most
highly compensated executive officers, other than the Chief Executive Officer,
6
PAGE
<PAGE>
whose compensation exceeds $100,000. The Corporation pays no compensation to
its officers, all of whom are compensated as officers of subsidiary Banks.
The Corporation has no employees other than its officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------
Pay-
Annual Compensation Awards outs
----------------------- --------------- ----
Securi-
ties
Other Restr- Under-
Name Annual icted lying LTIP All Other
and Compen- Stock Option/ Pay- Compen-
Principal Salary Bonus sation Award- SARs(#) outs sation($)
Position Year ($) ($)(1) ($) (s)($) (2) ($) (3)
- ----------------- ---- ------- ------- ------ ------ -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jackson R. Lehman 1995 315,000 100,000 0 0 10,000 0 31,500
Chairman of the 1994 295,000 127,000 0 0 15,000 0 29,500
Board and Chief 1993 272,000 94,000 0 0 24,000 0 27,200
Executive Officer
of the Corporation
and Fort Wayne
National Bank
M. James Johnston 1995 212,000 68,000 0 0 8,000 0 21,200
President and 1994 192,000 84,000 0 0 13,000 0 19,200
Chief 1993 180,000 63,000 0 0 20,999 0 18,000
Administrative
Officer of the
Corporation and
Fort Wayne
National Bank
Stephen R. Gillig 1995 116,000 41,000 0 0 4,000 0 11,600
Executive Vice 1994 108,500 47,000 0 0 6,000 0 10,850
President, Chief 1993 100,500 34,000 0 0 8,999 0 10,050
Financial Officer
and Secretary of
the Corporation
and Executive
Vice President,
Chief Financial
Officer and
Cashier of Fort
Wayne National
Bank
Willis E. Alt,Jr. 1995 116,000 31,000 0 0 2,500 0 11,600
President and 1994 111,124 40,000 0 0 3,000 0 11,112
Chief 1993 106,850 33,000 0 0 6,000 0 10,685
Executive
Officer of
First National
Bank of Warsaw
Michael J.
Eikenberry 1995 102,000 36,000 0 0 4,000 0 10,200
Executive Vice 1994 95,000 46,000 0 0 6,000 0 9,500
President and 1993 89,000 30,000 0 0 8,999 0 8,900
Chief Lending
Officer of
the Corporation
and Fort Wayne
National Bank
</TABLE>
(1) Includes cash compensation received under the Corporation's Annual
Management Incentive Compensation Plan, described in the Compensation
Committee Report of this Proxy Statement.
(2) The Securities Underlying Option/SARs for 1993 were adjusted to reflect
the 3-for-2 Common Stock split which occurred during 1994.
(3) Includes only deferred compensation under the Corporation's Savings
and Profit Sharing Plan, described in the Compensation Committee Report
of this Proxy Statement.
The following table sets forth information concerning individual grants
of stock options, whether or not in tandem with stock appreciation rights
("SARs"), and freestanding SARs made during 1995 to each of the named
executive officers.
7
PAGE
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1995 (1)(2)
Grant Date
Individual Grants Value
------------------------------------------------- -------------
Number of Percent
Securities of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or Expira- Grant Date
Granted Employees Base Price tion Present Value
Name (#) in Fiscal Year ($/Sh) Date ($)(3)
- ------------- ------------- -------------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Jackson R.
Lehman 10,000 9.70% 26.625 2/23/00 60,500
M. James
Johnston 8,000 7.76% 26.625 2/23/00 48,400
Stephen R.
Gillig 4,000 3.88% 26.625 2/23/00 24,200
Willis E.
Alt, Jr. 2,500 2.42% 26.625 2/23/00 15,125
Michael J.
Eikenberry 4,000 3.88% 26.625 2/23/00 24,200
</TABLE>
(1) The Compensation Committee of the Board of Directors is
responsible for the administration of the Corporation's Stock
Incentive Plan, described in the Compensation Committee Report of
this Proxy Statement. All options currently outstanding under
the Plan are generally exercisable on a graduated basis over a 4
year period.
(2) No associate of any director, executive officer, or nominee
has received any options under the Plan. No other person is
likely to receive 5% of the pool of shares of Common Stock
reserved for use in the granting of options under the Plan.
(3) Grant Date Present Value was calculated by utilizing a modified
Black-Scholes pricing model.
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs during 1995 by each of
the named executive officers and the December 31, 1995 value of unexercised
options and SARs.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND DECEMBER 31, 1995 OPTION/SAR VALUES
Number of Value of
Securities Underlying Unexercised
Unexercised in-the-Money
Shares Options/SARs Options/SARs
Acquired At December 31, At December 31,
on Value 1995 (#) 1995 ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------- -------- --------- --------------------- -------------------
<S> <C> <C> <C> <C>
Jackson R.
Lehman 7,500 102,500 32,626 / 38,874 270,058 / 217,999
M. James
Johnston 1,500 20,875 22,598 / 32,001 164,421 / 172,220
Stephen R.
Gillig 4,500 56,063 14,436 / 15,813 127,230 / 92,791
Willis E.
Alt, Jr. 1,750 20,094 7,250 / 9,250 57,999 / 53,249
Michael J.
Eikenberry 1,675 21,845 10,499 / 14,500 79,493 / 76,872
</TABLE>
The following table shows the estimated annual benefits payable on retirement
at normal retirement age to individuals with specified final average
compensation and credited years of service under the Corporation's
non-contributory Retirement Plan (1) and Benefits Restoration Plan (2).
8
PAGE
<PAGE>
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Final Average
Annual Years of Service (3)
Compensation 15 20 25 30 35 40
------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 75,000 $ 14,063 $ 18,750 $ 23,438 $ 28,125 $ 32,813 $ 37,500
100,000 18,750 25,000 31,250 37,500 43,750 50,000
125,000 23,438 31,250 39,063 46,875 54,688 62,500
150,000 28,125 37,500 46,875 56,250 65,625 75,000
175,000 32,813 43,750 54,688 65,625 76,563 87,500
200,000 37,500 50,000 62,500 75,000 87,500 100,000
225,000 42,188 56,250 70,313 84,375 98,438 112,500
250,000 46,875 62,500 78,125 93,750 109,375 125,000
275,000 51,563 68,750 85,938 103,125 120,313 137,500
300,000 56,250 75,000 93,750 112,500 131,250 150,000
325,000 60,938 81,250 101,563 121,875 142,188 162,500
350,000 65,625 87,500 109,375 131,250 153,125 175,000
375,000 70,313 93,750 117,188 140,625 164,063 187,500
400,000 75,000 100,000 125,000 150,000 175,000 200,000
</TABLE>
(1) The Corporation's non-contributory Retirement Plan is a defined
benefit pension plan. Fort Wayne National Bank serves as trustee
under the Plan. All salaried employees of the Banks are eligible to
participate, together with certain hourly employees. Directors who
are not employees of a Bank are not eligible to participate.
Participation commences for an employee on the January 1st or July 1st
following his/her attainment of age 21 and his/her completion of 1 year
of service with a Bank. A Participant is 100% vested in his/her
accrued benefit after he/she has 5 years of service with a bank. The
amount of a Participant's monthly retirement income payable on his/her
normal retirement date is 1.25% of his/her average monthly base salary
multiplied by his/her years of credited service, provided that his/her
monthly retirement income shall not exceed 50% of his/her average
monthly earnings, as determined on any 5 consecutive anniversary dates
coincident with or preceding his/her normal retirement date. Benefits
are paid from the Plan in various forms of annuities, which are
actuarially equivalent.
(2) The Corporation's Benefits Restoration Plan restores to eligible
participants certain benefits or contributions not available to such
individuals under the Corporation's non-contributory Retirement Plan,
Savings and Profit Sharing Plan, Long Term Disability Plan, and Group
Life Insurance Plan (all of which plans are hereinafter collectively
referred to as "Employee Benefit Plans"). The Benefits Restoration
Plan restores benefits that are otherwise not available as a result of
the imposition of Internal Revenue Code Section 415 (which places
certain limitations on the amount of contributions and/or benefits an
individual may receive from a qualified retirement plan), Internal
Revenue Code section 401(a)(17) (which limits the amount of
compensation of an individual that may be considered for qualified
retirement plan purposes), and certain underwriting or plan provisions
which impose dollar maximums or limits that restrict benefits based on
pay levels. Participation in the Benefits Restoration Plan is limited
to those employees of any of the Banks who participate in the Employee
Benefit Plans and whose participation in the Benefits Restoration Plan
is approved by both the Board of Directors of the Corporation and the
Board of Directors of the Bank which employs such individual. As of
December 31, 1995, Jackson R. Lehman and M. James Johnston are the only
individuals named in the Summary Compensation Table who are
participants in the Benefits Restoration Plan. A participant's
benefits are generally payable from the Benefits Restoration Plan in
the same manner and at the same time as benefits are payable to the
participant or the participant's beneficiary under the applicable
employee benefit plan to which the benefit restoration feature
applies. The benefits under the Benefits Restoration Plan are not
funded and are payable out of the general assets of the Banks.
(3) The years of service credited under the Plan to the individuals named
above are: Jackson R. Lehman, 40 years; M. James Johnston, 29 years;
Stephen R. Gillig, 18 years; Willis E. Alt, Jr., 6 years; and Michael
J. Eikenberry, 30 years.
COMPENSATION COMMITTEE REPORT
This report shall not be deemed as proxy soliciting material,
material filed with the SEC or material incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934.
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The compensation of the Chief Executive Officer of the Corporation,
and of each of the executive officers named in the Summary Compensation Table,
is established by the Board of Directors of the Corporation based upon the
recommendation of the Compensation Committee. The performance of the
Corporation in 1995, relative to comparable bank holding companies, was
favorable and it is the policy of the Compensation Committee to compensate its
Chief Executive Officer, and the named executive officers, based upon
performance of the Corporation and individual contributions to such
performance. In establishing the compensation of the named executive
officers, the Compensation Committee utilizes the same factors and criteria
upon which the Chief Executive Officer's compensation is determined.
The components of the compensation of the Chief Executive Officer
and each of the named executive officers are: (a) base salary; (b) Management
Incentive Compensation Plan; (c) Savings and Profit Sharing Plan; (d) Stock
Incentive Plan; (e) non-contributory Retirement Plan and Benefits Restoration
Plan; and (f) perquisites.
BASE SALARY
The Compensation Committee utilizes executive compensation studies,
including studies prepared by nationally recognized compensation consulting
companies and public accounting firms, to establish the Chief Executive
Officer's base salary, the base salaries of other executive officers,
including those named in the Summary Compensation Table, and the salaries of
other employees. The Corporation is included in these studies.
The primary objective of the Compensation Committee is to establish a
base salary that is competitive with other bank holding companies in the
Midwest with an emphasis toward more variable compensation linked to the
Corporation's overall performance. Because the Corporation competes with
other banks in the Midwest in hiring and retaining executive employees, it
utilizes these studies in establishing executive compensation, which reflects
compensation paid by the Corporation's competitors. The base salary of the
Chief Executive Officer for 1995 was $315,000, which was in the lower half of
comparable bank holding companies included in the studies utilized.
The Corporation competes with several non-bank holding companies with
respect to stock value and, while several bank holding companies in the
Midwest are included in the peer group disclosed in the Performance Graph
section of this Proxy Statement, the Corporation utilizes the Standard & Poors
500 Stock Index and the Keefe, Bruyette and Woods, Inc. 50 Index in the
preparation of its Performance Graph because the companies included in those
indices are the companies with whom the Corporation competes for investors.
MANAGEMENT INCENTIVE COMPENSATION PLAN
The Compensation Committee administers the Corporation's Management
Incentive Compensation Plan. All employees whose salaries, as determined by
the Board of Directors, are in a certain salary grade level, or above, are
Participants in this Plan. In 1995, all the executive officers, and other key
officers of the Banks, were Participants in this Plan. This plan was designed
and adopted to achieve the following objectives: (a) encourage Participants to
achieve superior performance of their duties and to better their services;
(b) provide executive compensation which is competitive with other banks and
provide the potential for payment of meaningful cash awards; (c) attract and
retain personnel of outstanding ability and encourage excellence in the
performance of individual responsibilities; (d) motivate and reward those
members of management who contribute to the success of the Corporation;
(e) increase the profitability and growth of the Corporation in a manner which
is consistent with other goals of the Corporation, its stockholders and its
employees; and (f) allow for flexibility which permits revision and
strengthening of the Plan from time to time to reflect changing organizational
goals and objectives.
The Management Incentive Plan bonus paid to the Chief Executive
Officer, and to each of the named executive officers, is tied to: (a) the
Corporation's earnings for the year; (b) its return on shareholders' equity
for the year; and (c) its return on average assets for the year. Performance
targets for the Corporation are established by the Compensation Committee at
the beginning of each year consistent with the profit plan of the Corporation
as approved by the Board of Directors.
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An incentive compensation fund is established at incremental levels with
respect to the target levels. Threshold levels are established below which no
incentive compensation for the year will be paid by the Corporation.
The Participants in the Corporation's Management Incentive
Compensation Plan are divided into 3 groups, to each of which the Compensation
Committee annually assigns performance goals for the year based upon: (a) the
Corporation's income before security transactions for the year (IBST) as
reported in the Corporation's Annual Report to Shareholders; (b) its return
on Shareholders' equity for the year (ROE) computed by dividing income before
security transactions by the Shareholders' equity of the Corporation at the
beginning of the calendar year as reported in the Corporation's Annual Report
to Shareholders; and (c) its return on average assets (ROAA) computed by
dividing the mean average of its daily average assets by its net income for
the year. The amount of the fund for each group is based upon a percent
(determined annually) of the aggregate base salaries of the Participants in
the group. The allocation of the fund among the Participants in the group is
determined by the Compensation Committee annually, based upon recommendations
by the Chief Executive Officer of the Corporation. For the year 1995, 20% of
the total award was based upon the IBST goal, 48% on the ROE goal, and 32% on
the ROAA goal. The Compensation Committee may authorize up to 20% of the fund
to be carried over for 1 year. None of the total fund has been carried over
to 1996.
For 1995, each, the ROE goal and the ROAA goal was exceeded. The
Management Incentive Compensation Plan bonus granted to the Chief Executive
Officer for 1995 was $100,000. This bonus was 32% of the Chief Executive
Officer's base salary and, based upon the executive compensation studies used,
was consistent with the average incentive bonus paid to chief executive
officers of comparable bank holding companies.
SAVINGS AND PROFIT SHARING PLAN
The Corporation's Savings and Profit Sharing is a defined contribution
savings retirement plan, with an individual account for each Participant.
Fort Wayne National Bank serves as trustee under the Plan. All salaried
employees of the Banks are eligible to participate, together with certain
hourly employees. Participation commences for an employee on the January 1st
or July 1st following his/her completion of 1 year of service with a Bank.
Participants are entitled to 100% vesting after achieving 5 years of service.
The Corporation contributes to the plan each year a sum which is the same
percentage of its pre-tax net operating earnings (not less than 6% nor more
than 10%) as its net operating earnings after tax and plan contributions bear
to total Shareholders' equity at the beginning of the year, but, (a) no
contribution is made if those earnings after tax and plan contributions are
less than 6% of total Shareholders' equity and, (b) the contribution may not
exceed 10% of the annual compensation (defined as total cash compensation
exclusive of bonuses and the cost of group term life insurance) of all
Participants for the year. The contributions are allocated pro rata among
Participants on the basis of their annual compensation. Participants are
entitled to make voluntary non-deductible contributions to their accounts.
Participants may make salary-reduction contributions pursuant to Internal
Revenue Code Section 401(k). A Participant or his/her beneficiary is entitled
to receive his/her vested account balance in the event of the Participant's
death, retirement, or termination of employment for any reason. Benefits may
be paid either in a lump sum or in installments.
For 1995, the Corporation's net operating earnings after tax and plan
contributions was greater than 10% of total Shareholders' equity at the
beginning of 1995. Consequently, the Corporation contributed 10% of annual
compensation for 1995 to this Plan. The amount allocated to the Chief
Executive Officer for 1995 pursuant to the Corporation's Savings and Profit
Sharing Plan was $31,500.
STOCK INCENTIVE PLAN
The Compensation Committee administers the Corporation's Stock
Incentive Plan. The Committee may select any officer or key employee of the
Corporation or any of its subsidiaries to participate in the Plan and
determines the type and amount of the award to be granted to any Participant.
Under the Plan, 2 types of stock options, Incentive Stock Options and
Non-Qualified Stock Options, to purchase Common Stock of the Corporation may
11
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<PAGE>
be awarded by the Committee. The Committee determines the specific terms and
conditions of such stock options within the limits of the Plan. Under either
type of stock option, the option price per share may not be less than the fair
market value of a share of Common Stock on the date of the grant. Except in
the event of death, disability or retirement of the Participant, or in the
event of a change of control of the Corporation, the stock options may not be
exercised before the first anniversary of the grant. For options granted on
or before November 15, 1994, the right to exercise a stock option must
terminate by the earliest of the tenth anniversary of the grant, the first
anniversary of the Participant's death, disability or retirement, or the date
on which the Participant terminates employment for any other reason. For
options granted after November 15, 1994, Participants who retire have the
right to exercise a stock option by the fifth anniversary following
retirement. The Committee may also award a stock appreciation right in
conjunction with either type of stock option described above. Under a stock
appreciation right, the Participant may surrender all or any part of the
related stock option, described above, and receive in exchange payment of no
more than 100% of the increase in the fair market value of shares of Common
Stock since the date of grant. The Committee may limit the payment on
exercise of a stock appreciation right to less than 100% of the increase in
value or set a maximum amount of payment. Payment may be made in cash, in
shares of Common Stock of the Corporation, or in a combination thereof. All
stock options currently outstanding are generally exercisable on a graduated
basis over a 4 year period. During 1995, the Committee awarded grants to
purchase a total of 103,100 shares, including awards granted to the Chief
Executive Officer to purchase 10,000 shares.
NON-CONTRIBUTORY RETIREMENT PLAN AND BENEFITS RESTORATION PLAN
The Corporation's non-contributory Retirement Plan is a defined
benefit plan pursuant to which benefits accrue as a function of the employee's
income and credited years of service. The Corporation's Benefits Restoration
Plan restores to eligible employees certain benefits or contributions not
available to such individuals under the Corporation's non-contributory
Retirement Plan, Savings and Profit-Sharing Plan, Long Term Disability Plan,
and Group Life Insurance Plan, which would not otherwise be available because
of limitations imposed by the Internal Revenue Code.
PERQUISITES
The Compensation Committee annually establishes perquisites for the
Chief Executive Officer, and other employees of the Banks including the named
executive officers, based upon perquisites provided to chief executive
officers, and other employees, of similar institutions and based upon the
perceived needs of the Corporation to make such perquisites available for
purposes of competition in its market. The value of perquisites provided to
the Chief Executive Officer and other employees of the Banks is less than the
threshold reporting requirement of the proxy rules.
TOTAL COMPENSATION OF CHIEF EXECUTIVE OFFICER
The total compensation of the Chief Executive Officer for 1995 was
$446,500, excluding the non-contributory Retirement Plan, Benefit Restoration
Plan and perquisites. The executive compensation studies utilized indicate
that the compensation for the Chief Executive Officer of the Corporation is
in the lower half of compensation for chief executive officers of similar size
bank holding companies in the Corporation's geographic market area.
COMPENSATION COMMITTEE MEMBERS
The following Directors served on the Compensation Committee of
the Board of Directors of the Corporation in 1995:
Don A. Wolf, Chairman Richard C. Menge
Stanley C. Craft James W. Rogers
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PERFORMANCE GRAPH
The following graph (1) compares the yearly change in the cumulative
total shareholder return on the Common Stock of the Corporation (FWNC) with
the cumulative total return of the Standard & Poor's 500 Stock Index (S & P
500) and the Keefe, Bruyette and Woods, Inc. 50 Index (KBW 50), assuming
reinvestment of dividends.
<TABLE>
<CAPTION>
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG FORT WAYNE
NATIONAL CORPORATION, S & P 500 INDEX AND KBW 50 INDEX
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
TOTAL RETURN (3)
FWNC 100.0 209.7 265.6 230.5 249.4 311.9
S & P 500 100.0 130.5 140.4 154.6 156.6 215.5
KBW 50 100.0 158.3 201.7 212.9 202.0 323.5
</TABLE>
(1) This graph shall not be deemed as proxy soliciting material, material
filed with the SEC or material incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934.
(2) The KBW 50 Index is made up of 50 of the nation's most important
banking companies, including all money-center and most major regional
banks, and is meant to be representative of the price performance of
the nation's large banks. The KBW 50 Index is calculated in the same
manner as the S & P 500 Index. Both are market-capitalization-weighted
indices.
(3) Total Return is based upon the assumption of the investment on
January 1, 1990, of $100, in each, the Common Stock of the Corporation,
the stocks included in the S & P 500 Index and the stocks included in
the KBW 50 Index.
INDEBTEDNESS OF MANAGEMENT
All directors, nominees for election as directors, and executive
officers of the Corporation, and certain members of the immediate families of
such persons, and certain corporations and organizations with which such
persons are associated, were customers of, and had banking transactions with,
the Corporation's subsidiary banks in the ordinary course of business during
1995. All loans and commitments for loans included in such transactions were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons
and, in the opinion of the management of the applicable subsidiary bank of the
Corporation, did not involve more than a normal risk of collectibility or
present other unfavorable features.
PROPOSAL NO.2
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board of Directors proposes, for the approval of the Shareholders at
the Annual Meeting, the selection of the firm of Ernst & Young LLP as
independent auditors for the Corporation for the fiscal year ending December
31, 1996. They have served the Corporation and Fort Wayne National Bank
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<PAGE>
continuously for many years. Although approval by Shareholders of the
Corporation's auditors is not required, the Corporation deems it desirable to
submit such selection for approval by the Shareholders. Ernst & Young LLP
served as independent auditors for the year ending December 31, 1995. A
representative of Ernst & Young LLP will be present at the Annual Meeting with
the opportunity to make a statement if he/she so desires. That representative
will be available to respond to questions relating to their audit of the
Corporation's financial statements submitted in writing before the meeting or
raised orally through the Chairman of the meeting.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers ("Reporting Persons") 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 Corporation. The Corporation has designated an officer who is available
to the Corporation's Reporting Persons to assist them in filing the required
reports, and the Corporation circulates periodic transaction reminders and
other materials to promote compliance with Section 16(a). To the
Corporation's knowledge, based solely on its review of the copies of such
reports furnished to the Corporation and written representations that no other
reports were required, during the year ended December 31, 1995, all Section
16(a) filing requirements applicable to Reporting Persons were complied with,
except that Lynn A. Koehlinger and Kenneth W. Maxfield, both of whom are
honorary directors of the Corporation, each filed 1 late report covering 1
transaction.
OTHER BUSINESS
The Management of the Corporation knows of no other matters to be
considered at the meeting. However, if any matters other than those referred
to herein should properly come before the meeting, it is the intention of the
persons named in the Proxy to vote such Proxy in accordance with their best
Judgment.
SHAREHOLDER PROPOSALS
Any Shareholder who intends to present a proposal for action at the 1997
Annual Meeting of Shareholders and desires that such proposal be included in
the Proxy Statement and Proxy for such meeting must furnish the proposal in
writing to the Secretary of the Corporation no later than December 31, 1996.
By Order of the Board of Directors
/s/ Jackson R. Lehman
Jackson R. Lehman
Chairman of the Board
Fort Wayne, Indiana
March 15, 1996
14
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PROXY PROXY
FORT WAYNE NATIONAL CORPORATION
P.O. Box 110, Fort Wayne, IN 46801
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints C. David Silletto and William S. Latz as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them acting alone to represent and to vote, as designated on the
reverse side of this proxy, all the shares of Common Stock of Fort Wayne
National Corporation held of record by the undersigned on March 4, 1996, at
the Annual Meeting of Shareholders to be held on April 16, 1996, or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2. IT WILL BE VOTED IN THE PROXIES'
DISCRETION UPON OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING.
(Continued on reverse side)
<PAGE>
The Corporation's Board of Directors recommends a vote IN FAVOR of items (1)
and (2).
Please mark
your vote
indicated by [X]
this example
Proposal No.1
The election of Directors in Stanley C. Craft, Richard B. Doner, Jon F.
Class B for a term expiring Fuller, Joanne B. Lantz, Richard C. Menge,
in 1999: Paul E. Shaffer, Don A. Wolf
WITHHOLD ____________________________________________________
FOR AUTHORITY (To withhold authority to vote for any individual
[_] [_] nominee, write the nominee's name on the line above)
Proposal No.2
Ratification of the appointment of Ernst & Young LLP
as the independent auditors of the Corporation.
FOR AGAINST ABSTAIN
[_] [_] [_]
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President, or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE, AND RETURN
THE PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.
Number of Shares ____________________
Signature(s)___________________Signature(s)___________________Date______, 1996
