<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First National of Nebraska, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
<PAGE>
May 17, 1996
RE: NOTICE OF ANNUAL MEETING
The annual meeting of shareholders of First National of Nebraska, Inc.
will be held on the fourth floor of the First National Bank of Omaha
Building, One First National Center, 16th and Dodge Streets, Omaha,
Nebraska, on June 19, 1996 at 3:00 o'clock P.M. for the following purposes:
1. To elect directors for the ensuing year; and
2. To recommend members of the Executive Committee.
F. PHILLIPS GILTNER
Chairman and Secretary
<PAGE>
FIRST NATIONAL OF NEBRASKA, INC.
One First National Center
Omaha, Nebraska 68102
Date of Mailing: May 17, 1996
PROXY STATEMENT
The annual meeting of the shareholders of First National of Nebraska,
Inc. (the "Company") will be held on Wednesday, June 19, 1996 at 3:00 p.m. at
the First National Bank of Omaha, Fourth Floor, One First National Center,
Omaha, Nebraska. At the annual meeting, shareholders will elect directors and
recommend members of the executive committee of the Company (the "Executive
Committee").
This proxy statement is furnished in connection with the solicitation
by the Company of proxies in the accompanying form. You are requested to
complete, sign, date and return the enclosed proxy card in order to ensure that
your shares are voted. A shareholder giving a proxy may revoke it at any time
before it is exercised at the annual meeting. Each proxy signed, dated and
returned will be voted for the election, as directors, of the nominees listed
below and for recommending such nominees for membership on the Executive
Committee of the Company, unless contrary instructions are given. If
instructions are given, the proxy will be voted in accordance with those
instructions. Shareholders of record at the close of business on May 13, 1996
will be entitled to vote at the annual meeting or any adjournment thereof.
ELECTION OF DIRECTORS
Unless contrary instructions are given, it is intended that shares
represented by the proxies will be voted in favor of the election, as directors,
of the persons listed below to hold office until the next annual meeting of
shareholders of the Company or until their successors have been elected and
qualified.
Each of such persons has been a director of the Company since its
organization on August 27, 1968. The principal occupation of Mr. F. Phillips
Giltner and Mr. Bruce R. Lauritzen during the last five years has been as an
officer and director of the Company and its principal subsidiary, First National
Bank of Omaha (the "Bank"). Mr. John R. Lauritzen has been a director of the
Company and the Bank during the last five years and was an officer of the
Company and the Bank through June 1, 1994.
<TABLE>
<CAPTION>
NOMINEE AGE COMPANY BANK
------- --- ------- -----
<S> <C> <C> <C>
F. Phillips Giltner 71 Chairman of the Board Chairman of the Board
of Directors, of Directors, Member
Secretary, Member of of the Executive
the Executive Committee, and
Committee, and Director
Director
Bruce R. Lauritzen* 52 President, Treasurer, President, Member of
Member of the the Executive
Executive Committee, Committee, and
and Director Director
John R. Lauritzen* 79 Chairman Emeritus of Chairman Emeritus of
the Board of the Board of
Directors, Member of Directors, Member of
the Executive the Executive
Committee, and Committee, and
Director Director
</TABLE>
- -----------
*Messrs. Lauritzen are the owners of more than 5% of the common stock of the
Company. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,"
page 10. John R. Lauritzen is the father of Bruce R. Lauritzen.
<PAGE>
RECOMMENDATION FOR MEMBERS OF EXECUTIVE COMMITTEE
Article III of the Bylaws of the Company provides, among other things:
Section 1. Executive Committee--Composition. The Board of Directors
shall appoint from those of its members recommended by the shareholders an
Executive Committee consisting of not less than two nor more than five members,
which shall constitute a standing committee to serve until the next annual
meeting of the Board of Directors and until their successors are designated.
The Executive Committee has all of the authority of the Board of
Directors when the Board of Directors is not in session. It has authority to
designate the person or persons to attend, act and vote on behalf of the Company
at any meeting of shareholders of another corporation in which the Company owns
stock, and to fix the salaries of the officers of the Company.
The Board of Directors intends to appoint to the Executive Committee
the three members of the Board of Directors receiving the greatest number of
recommendations from shareholders. The directors recommend F. Phillips Giltner,
Bruce R. Lauritzen and John R. Lauritzen who are presently members of the
Executive Committee, for reappointment. The Board of Directors does not intend
to appoint a person as a member of the Executive Committee unless that person
receives a recommendation from the majority of the shares voting. Unless
contrary instructions are given, it is intended that shares represented by the
proxies will be voted in favor of appointment of the persons listed above to the
Executive Committee.
VOTING AT MEETING
As of May 13, 1996, the Company has outstanding 346,767 shares of $5
par value common stock. No other class of stock has been issued by the Company.
In voting for directors, each share of common stock is entitled to one
vote for each director to be elected. However, shareholders have the right to
cumulate their votes for the election of directors. In cumulating votes, the
number of votes which each shareholder may cast is determined by multiplying the
number of shares held by the number of directors to be elected. All of such
votes may be cast for any one nominee or such votes may be distributed among the
nominees. Any shareholder desiring to exercise his or her right of cumulative
voting shall given written notice of intent to do so to the Secretary and each
member of the Executive Committee of the Company, in writing, at least 30 days
before the meeting or within five days after notice of the meeting is mailed,
whichever is later (but in no event less than ten days before the meeting). Upon
receipt of such notice, the Secretary shall immediately give notice to the other
shareholders and such other shareholders shall each have the right to cumulate
their votes and cast them as they see fit without giving further notice to the
Secretary.
All shares represented by executed proxies received in the
accompanying form will be voted at the meeting. A vote of the majority of
shares represented, either in person or by proxy, is required for the election
of directors and for the recommendation for members of the executive committee.
If an executed proxy card is returned and the shareholder has abstained from
voting on any matter, the shares represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote, and will be considered to have been voted in favor of the
election of each nominated director and in favor of recommending each nominee
for the executive committee. If an executed proxy is returned by a broker
holding shares in street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more matters,
such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.
OTHER MATTERS TO COME BEFORE THE MEETING
If any matters not referred to in the proxy form come before the
meeting, the persons named in the proxies will vote the share represented
thereby in accordance with their judgment. The directors are not aware that any
matters other than those set forth in this proxy statement will be presented for
action at the meeting.
2
<PAGE>
SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal to be considered at the
1997 annual meeting, such proposal must be received at the offices of the
Company on or before January 17, 1997 to be included in the proxy statement and
proxy form to be distributed in connection with the 1997 annual meeting.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this proxy statement, in whole or in part, the following
report and the Performance Graph on page 8 shall not be incorporated by
reference into any such filings.
A. Report Of The Executive Committee on Executive Compensation
COMPENSATION PHILOSOPHY
The Executive Committee for the Company, the members of which are also
the members of the Executive Committee for the Bank, sets the compensation of
the officers of the Company and the Bank. Information presented herein is
presented on a consolidated basis. The Company compensates its executive
officers in amounts which are competitive, consistent with its business
objectives, and commensurate with the experience level of its executive
officers. The goal of the Company's compensation policy is to attract, retain
and reward executive officers who contribute to the long-term success of the
Company. The Executive Committee considers midwest regional financial
institutions and selected local employers in determining competitive base
salaries.
Executive officers are rewarded based upon corporate performance,
business unit performance and individual performance. Corporate performance and
business unit performance are evaluated by reviewing the extent to which
strategic and business goals are met, including such factors as operating profit
and asset growth. Individual performance is evaluated by reviewing contributions
to corporate goals.
PRIMARY ELEMENTS OF COMPENSATION
The Company has had a history of using a simple total compensation
package that consists of cash and benefits. Having a compensation program that
allows the Company to successfully attract and retain key employees permits it
to provide useful products and services to customers, enhance shareholder value,
motivate innovation, foster teamwork, and adequately reward employees.
Currently, the primary elements of the executives' total compensation program
are base salary, annual cash incentives, and long-term cash incentives.
With respect to the base salary and cash incentive bonuses granted to
the executive officers in 1995, the Executive Committee took into account the
Company's success in meeting a variety of financial and nonfinancial performance
goals. These goals include: growth in earnings; the rate of return on assets;
the rate of return on shareholder's equity; the growth in assets and fee income;
degree of market share; quality of assets; various measures of productivity and
efficiency; development and execution of business strategies; the identification
and implementation of acquisition plans; and the introduction of new
technologies, products and services.
Base Salary
The Executive Committee sets base salary for executive officers by
reviewing individual performance, professional experience, position with the
Company, and base salary levels paid by similarly situated companies. The
Executive Committee believes that the Company's base salaries are generally
commensurate with the base salaries of similar financial institutions and local
employers.
Base Salary is included in the amount reported in column (c) of the
Summary Compensation Table on page 5 of this proxy statement and consists of
amounts paid by the Bank and the Company. This Base Salary is determined by the
Executive Committee in December of the year prior to the period it is earned.
For example, the base salary earned as indicated in column (c) of the Summary
Compensation Table for 1995 was determined by the Executive Committee in
December, 1994.
3
<PAGE>
Annual Cash Incentives
The Executive Committee awards cash incentive bonuses to executive
officers based on their performance with respect to the Company's financial
goals and the Company's performance relative to its competitors. Specifically,
in 1995, these goals were to earn a 15% rate of return on shareholders' equity;
increase assets by 15%; and increase earnings by 15%. Depending upon the
performance relative to these guidelines, executive officers are given raises in
line with those received by other officers and bonuses as appropriate for the
Company's performance. In 1995, the Company exceeded all but one of its goals:
the Company earned a 21% rate of return on shareholders' equity; managed assets
increased by 19%; and earnings increased by 7% between 1994 and 1995. Bonuses
were awarded in line with performance.
In 1995, each of the Company's executive officers received incentive
cash compensation. This annual incentive compensation, included as a portion of
the amounts in column (d) of the Summary Compensation Table, is discretionarily
determined by the Executive Committee based upon the Company exceeding its
financial goals as set forth above and upon individual contribution to the
Company's performance.
Long-Term Cash Incentives
The Executive Committee awards long-term cash incentive compensation
under two separate plans, which are subject to vesting schedules, to establish
long-term incentives for the executive officers.
Cash incentives awarded under the first plan, which are included in
column (d) of the Summary Compensation Table, are subject to a 7-year vesting
schedule and are payable upon retirement, death, or total disability. This cash
incentive plan is to provide additional incentive to senior management to
increase earnings of the Company on a long term basis. Participation in the plan
is limited to key executives as determined by the Executive Committee. The
Executive Committee determines at the beginning of each Plan Year the
participants, if any, and the share each participant shall receive for the Plan
Year in the total incentive pool. The incentive pool is determined by the
Executive Committee and is based upon the level of achievement by the Company of
the financial goals as set forth above for the related Plan Year.
Cash incentives awarded under the second plan, which are also included
in column (d) of the Summary Compensation Table, are subject to a 5-year vesting
schedule and are payable upon retirement, termination, disability, or death.
Cash incentives under this plan are awarded to plan participants which
historically have included the executive officers of the Company. The Executive
Committee discretionarily determines which employees and officers shall be
entitled to participate in the Plan. The amount awarded to each such participant
is discretionarily determined by the Executive Committee. Historically, this
amount has been based upon the current salary, for the Plan Year, of each
participant and has not been determined based upon Company performance or
individual performance. In 1995, no amounts were awarded under this plan.
F. Phillips Giltner
Bruce R. Lauritzen
John R. Lauritzen
4
<PAGE>
<TABLE>
<CAPTION>
B. Summary Compensation Table
The following table sets forth total compensation paid by the Company and the Bank to certain of their executive officers for the
years 1995, 1994 and 1993. Mssrs. Henry, O'Neal, and Walker are executive officers of the Bank only.
Long-Term Compensation
-------------------------------
Annual Compensation Awards Payouts
----------------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Salary Bonus sation Award(s) Options/ Payouts sation
Name and Principal Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
-----------(a)---------- (b) (c) (d) (e) (f) (g) (h) (i)
F. Phillips Giltner
Chairman of the Board, the Company and
the Bank; Secretary, the Company 1995 403,727 417,464 (2) 34,239 (5) 4,403 (6)
Chairman of the Board, the Company and
the Bank; Secretary, the Company 1994 407,546 435,406 (3) 26,319 8,402
President, the Company and Vice
Chairman, the Bank 1993 344,500 437,179 (4) 16,372 8,222
Bruce R. Lauritzen
President/Treasurer, the Company and
President, the Bank 1995 355,386 402,426 (2) 23,291 (5)
President/Treasurer, the Company and
President, the Bank 1994 348,160 415,467 (3) 19,883
Treasurer/Secretary, the Company and
President, the Bank 1993 331,900 421,921 (4) 40,730
J. William Henry
Executive Vice President, the Bank 1995 203,280 292,065 (2) 7,375 (5)
Executive Vice President, the Bank 1994 193,500 292,988 (3) 7,643
Executive Vice President, the Bank 1993 184,200 302,506 (4) 7,109
Dennis A. O'Neal
Executive Vice President, the Bank 1995 203,280 294,669 (2) 15,235 (5)
Executive Vice President, the Bank 1994 193,500 292,994 (3) 20,019
Executive Vice President, the Bank 1993 184,200 302,484 (4) 14,142
Charles R. Walker
Executive Vice President, the Bank 1995 203,280 291,965 (2) 6,716 (5)
Executive Vice President, the Bank 1994 193,500 292,788 (3) 4,282
Executive Vice President, the Bank 1993 184,200 305,092 (4) 3,950
John R. Lauritzen (1)
Chairman Emeritus of the Board, the
Company and the Bank 1995 0 0 0 0
Chairman Emeritus of the Board, the
Company and the Bank 1994 220,829 0 183,494 59,017
Chairman of the Board and Executive
Committee, the Company and the Bank 1993 391,200 455,634 (4) 25,140 28,216
- -----------------------------
(1) John R. Lauritzen retired as an officer of the Company and the Bank on June 1, 1994.
(2) Includes compensation allocated to a participant account pursuant to an incentive plan in the following amounts:
F. Phillips Giltner, $122,598; Bruce R. Lauritzen, $111,720; J. William Henry, $108,109; Dennis A. O'Neal, $110,710;
Charles R. Walker, $108,109. All such amounts are subject to a 7-year vesting schedule and are payable in cash only upon
retirement, upon death, or upon total disability.
(3) Includes compensation allocated to a participant account pursuant to an incentive plan in the following amounts:
F. Phillips Giltner, $120,540; Bruce R. Lauritzen, $109,760; J. William Henry, $109,075; Dennis A. O'Neal, $109,075;
Charles R. Walker, $109,075. All such amounts are subject to a 7-year vesting schedule and are payable in cash only upon
retirement, upon death, or upon total disability. Includes compensation allocated to a participant account pursuant
to another incentive plan in the following amounts: F. Phillips Giltner, $19,866; Bruce R. Lauritzen, $16,707; J. William Henry,
$8,913; Dennis A. O'Neal, $8,919; Charles R. Walker, $8,713. All such amounts are subject to a 5-year vesting schedule and are
payable in cash upon retirement, termination, disability, or death.
(4) Includes compensation allocated to a participant account pursuant to an incentive plan in the following amounts:
F. Phillips Giltner, $128,380; Bruce R. Lauritzen, $116,620; J. William Henry, $109,914; Dennis A. O'Neal, $109,914;
Charles R. Walker, $112,459; John R. Lauritzen, $144,060. All such amounts are subject to a 7-year vesting schedule and are
payable in cash only upon retirement, upon death, or upon total disability. Includes compensation allocated to a participant
account pursuant to another incentive plan in the following amounts: F. Phillips Giltner, $33,799; Bruce R. Lauritzen, $31,301;
J. William Henry, $17,592; Dennis A. O'Neal, $17,570; Charles R. Walker, $17,633; John R. Lauritzen, $36,574. All such amounts are
subject to a 5-year vesting schedule and are payable in cash only upon retirement, termination, disability, or death.
(5) Includes the following amounts: F. Phillips Giltner, $10,571 for trust fees paid and $9,635 for legal fees paid;
Bruce R. Lauritzen, $10,920 for travel expenses paid and $6,784 for legal fees paid; J. William Henry, $4,500 auto stipend paid and
$2,400 for social club memberships paid; Dennis A. O'Neal, $5,671 for social club memberships paid, $4,500 for auto stipend paid
and $4,278 for travel expenses paid; Charles R. Walker, $3,120 for social club memberships paid and $2,396 for security system paid.
(6) A premium of $4,403 paid on a life insurance policy which, pursuant to a split dollar agreement, currently has no cash
surrender value to F. Phillips Giltner.
</TABLE>
5
<PAGE>
C. Defined Benefit Pension Plan
The Bank's pension plan is a noncontributory defined benefit pension
plan (the "Pension Plan"). Contribution amounts cannot be readily determined
with respect to individual Pension Plan participants. In 1995, no contributions
to the Pension Plan were required, and, therefore, none were made because the
Pension Plan was fully funded.
Benefits payable at "normal retirement" (age 65) are determined by a
formula which is: 1.25% of final average monthly salary (the highest average
using 60 consecutive months out of the last 120 months of employment) plus .42%
of the excess of final average salary over the social security wage base, times
years of credited service. The amount payable is subject to limits established
by federal law. This amount is paid in full at normal retirement. Early
retirement benefits are available, at actuarially reduced amounts, at any age
between 55 and 65; provided, however, there is no reduction if a person has 40
or more years credited service. If credited service exceeds 40 years, an
actuarial increase of up to 4.25% will be substituted for each credited year of
service over 40. If a Pension Plan participant terminates before eligibility for
retirement benefits, the participant may be vested in some or all of his or her
accrued benefit, deferred to normal retirement (or an actuarially reduced amount
if payments start early). Vesting in the Pension Plan is determined by a method
termed "Five Year Cliff" vesting (no vesting until five years of service have
been completed, excluding years of service before the participant's 18th
birthday, then 100% vested after the five year period).
Benefits determined by the formula above are straight-life annuity
amounts. Joint and survivor annuities, on an actuarially equivalent basis, are
provided for by the Pension Plan.
The table below (the "Pension Table") shows estimated annual benefits
payable on a straight-life annuity basis under the Pension Plan to a Bank
employee upon retirement on December 31, 1995 at age 65 with indicated coverage,
final compensation and periods of service. Estimated benefits for salaries over
$150,000 are the same as for a $150,000 salary, because of limitations imposed
by federal law. The current $120,000 limit, as set by federal law for defined
benefit plans, has been reflected in the Pension Table.
<TABLE>
<CAPTION>
Annual Years of Service
Average --------------------------------------------------
Covered
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years
- -------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $27,457 $36,609 $45,762 $54,914 $64,066
150,000 33,719 44,959 56,199 67,439 78,679
175,000 33,719 44,959 56,199 67,439 78,679
200,000 33,719 44,959 56,199 67,439 78,679
225,000 33,719 44,959 56,199 67,439 78,679
250,000 33,719 44,959 56,199 67,439 78,679
300,000 33,719 44,959 56,199 67,439 78,679
400,000 33,719 44,959 56,199 67,439 78,679
450,000 33,719 44,959 56,199 67,439 78,679
500,000 33,719 44,959 56,199 67,439 78,679
</TABLE>
Remuneration covered by the Pension Plan and included in the Pension
Table above is basic salary only. Thus, remuneration covered by the Pension Plan
is part of the cash compensation reported in column (c) of the Summary
Compensation Table for the executive officers named above. The amounts in the
Pension Table are not subject to any deductions for Social Security benefits or
other offsets.
The $500,000 covered remuneration amount shown in the Pension Table
exceeds 120% of the highest amount of current covered remuneration of any
executive officer named above.
The amounts of covered remuneration paid in 1995 and the number of
years of credited service (total years of service, if different, are noted) for
the executive officers named above as of December 31, 1995 were: F. Phillips
Giltner -- $376,527 - 31.75; Bruce R. Lauritzen -- $333,186 - 28.25; J. William
Henry -- $196,080 - 31.25; Dennis A. O'Neal -- $196,080 - 14; Charles R. Walker
- --$196,080 - 12. See the Pension Table above.
6
<PAGE>
D. Committee Interlocks and Insider Participation
The Executive Committee, which consists of F. Phillips Giltner, Bruce R.
Lauritzen and John R. Lauritzen, fixes the compensation of the officers of the
Company and the Bank. In addition to their positions with the Company and the
Bank, F. Phillips Giltner and Bruce R. Lauritzen also hold the following
positions with the Company's subsidiaries:
F. Phillips Giltner
-------------------
Credit Card Finance Corporation, Chairman and Director
First National Credit Corporation, Chairman and Director
First National of Colorado, Inc., Chairman and Director
Bruce R. Lauritzen
------------------
First National of Colorado, Inc., President and Director
First National Bank, Ft. Collins, Colorado, Director
Union Colony Bank, Director
E. Compensation of Directors
Although the Company does not compensate its directors, the Bank paid
each director a fee of $600 per month in 1995 for their service as a director.
Directors fees are included in column (c) of the Summary Compensation Table.
F. Employment Contracts and Termination of Employment Arrangements
Employment agreements exist between the Company and F. Phillips Giltner
and Bruce R. Lauritzen with respect to their employment in the positions
indicated on page 1. The agreements generally provide for an annual base salary
which is adjusted in such amounts and at such times as may be determined by the
Executive Committee and, in the event of the employee's termination of
employment by reason of death, certain benefits to be paid to a designated
beneficiary of the employee. Such benefits will include one year of the
employee's current compensation which will be equal to the sum of (i) employee's
direct annual compensation being received from the Company upon such
termination, (ii) the employee's base compensation being received from the Bank
upon such termination, and (iii) the bonus received from the Bank for the year
immediately prior to his death, payable in not more than sixty (60) equal
monthly installments. In the event the employee's employment is terminated by
reason of disability, the employee will be paid an amount approximately equal to
two-thirds of the sum of the three items listed above adjusted annually by a
percentage equal to the average increase in direct compensation paid to officers
of the Company and the Bank, which payments will continue until the employee is
entitled to receive retirement benefits from the pension plan of the Bank or the
Company. During 1995, $20,000 and $15,000 were the annual base salaries paid by
the Company pursuant to the employment agreement to F. Phillips Giltner and
Bruce R. Lauritzen, respectively. No formal employment agreements exist between
the Bank and Messrs. John R. Lauritzen, Bruce R. Lauritzen, and F. Phillips
Giltner.
The Bank has a deferred compensation plan encompassing a former officer
of the Bank, Mr. John R. Lauritzen, and a key officer of the Bank, Mr. F.
Phillips Giltner. This deferred compensation plan provides for payments to John
R. Lauritzen and F. Phillips Giltner equal to approximately $24,700 and $27,300
per year, respectively, together with interest, for a period of 15 years
commencing upon retirement. The Board of Directors, in its discretion, can
determine the rate of payout which may result in annual payments, but not total
payments, in excess of the amounts set forth above. John R. Lauritzen began
receiving payments pursuant to the plan on January 15, 1995. Insurance proceeds
will partially fund this retirement benefit.
7
<PAGE>
G. Performance Graph
The following graph illustrates the cumulative total return to
shareholders for the five-year period ended December 31, 1995, for First
National of Nebraska's common stock, the Standard and Poor's 500 Stock Index
(S&P 500 Index), Dow Jones Equity Market Index, and a group of peer bank holding
companies that First National of Nebraska considers its primary local and
regional competitors. The S&P 500 Index is presented since it is a more widely
recognized and a more readily available index than the Dow Jones Equity Market
Index. The competitive peer group consists of: Commerce Bancshares, Inc. and
United Missouri Bancshares, Inc. both of Kansas City, Missouri; Norwest
Corporation and First Bank Systems, Inc., both of Minneapolis, Minnesota; and
Firstier Financial, Inc. of Omaha, Nebraska. The cumulative total return to
shareholders for the competitive peer group is weighted according to the
respective issuer's market capitalization. This graph assumes an initial
investment of $100.00 in the indices presented and in the Company's common stock
on December 31, 1990 and reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
LINE GRAPH DEPICTING:
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
COMPETITIVE PEER GROUP $ 100 $ 176 $ 200 $ 213 $ 216 $ 263
FIRST NATIONAL OF NEBR $ 100 $ 111 $ 169 $ 241 $ 282 $ 338
DOW EQUITY MARKET INDEX $ 100 $ 132 $ 144 $ 158 $ 160 $ 169
S&P 500 INDEX $ 100 $ 126 $ 132 $ 142 $ 140 $ 187
</TABLE>
8
<PAGE>
INFORMATION CONCERNING CERTAIN INTERESTS OF DIRECTORS
AND TRANSACTIONS WITH MANAGEMENT
In addition to their roles and ownership positions with the Company and
its subsidiaries during 1995, Bruce R. Lauritzen and John R. Lauritzen served as
officers and directors of, and owned more than 10% equity interests in, numerous
other banks and corporations.
Such banks and other affiliates have had normal business relationships
with the Bank. In the course of such normal business relationships, such banks
paid fees to the Bank for data processing services. Charges for these data
processing services were at normal rates and approximated $739,646 in 1995.
The Company entered into an agreement in December 1985 with KBJ
Enterprises, Inc. (the "Issuer"), a multibank holding company controlled by
Bruce R. Lauritzen, to purchase an option to acquire 90% of the stock of KBJ
Enterprises, Inc. This agreement gave the Issuer the right to repurchase the
option at a predetermined amount prior to its exercise. On January 5, 1995, the
Issuer repurchased the option for $2,889,000. See note H to the financial
statements of the Company contained in the Annual Report to Shareholders for the
fiscal year ended December 31, 1995, incorporated herein by this reference (the
"Annual Report").
During 1995, banking subsidiaries of the Company had loan transactions
in the ordinary course of business with some of the Company's directors and
officers, and some of the subsidiaries' directors and officers. Such loans did
not involve more than the normal risk of collectibility, present other
unfavorable features or bear lower interest rates than those prevailing at the
time for comparable transactions with other persons.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have standing nominating, audit or compensation
committees of the Board of Directors. The Executive Committee fixes the
compensation of the officers of the Company, and the Board of Directors
otherwise performs the functions that such committees would normally perform.
The Board of Directors held one meeting and executed twenty-three unanimous
consents in lieu of meetings during 1995. Several ad hoc Executive Committee
meetings were held during 1995. The Company has an Audit Advisory Committee
composed of representatives appointed by the boards of directors of its
subsidiaries.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the common
stock of the Company by all directors individually, by certain executive
officers of the Company and the Bank individually, by officers and directors of
the Company and the Bank as a group and by all persons known to management of
the Company to be the beneficial owners of more than 5% of the Company's common
stock. Unless otherwise noted, the named shareholders have sole investment and
voting power with respect to all shares listed.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
Of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- ---------
<S> <C> <C>
John R. Lauritzen 160,736 /1/ 46.4% /6/
First National Bank
First National Center
Omaha, NE 68102
Bruce R. Lauritzen 28,832 /2/ 8.3% /6/
First National Bank
First National Center
Omaha, NE 68102
Ann L. Pape 17,283 /3/ 5.0% /6/
c/o Trust Department
First National Bank
First National Center
Omaha, NE 68102
Thomas L. Davis 42,925 /4/ 12.4%
c/o Trust Department
First National Bank
First National Center
Omaha, NE 68102
F. Phillips Giltner 9,366 2.7%
First National Bank
First National Center
Omaha, NE 68102
J. William Henry 30 *
First National Bank
First National Center
Omaha, NE 68102
Dennis A. O'Neal 30 *
First National Bank
First National Center
Omaha, NE 68102
Charles R. Walker 105 *
First National Bank
First National Center
Omaha, NE 68102
Mutual of Omaha Insurance Company 17,000 4.9%
United of Omaha Life Insurance Company 12,420 3.6%
Dodge at 33rd
Omaha, NE 68131
All Officers and Directors of 182,076 /5/ 52.5%
the Company and the Bank
as a group (21 persons)
</TABLE>
- -------------
1. 4,922 sole investment and voting power: 73,596 voting and investment
power through control of the Lauritzen Corporation; 52,286 Elizabeth D.
Lauritzen, spouse, has sole investment and voting power; 29,932 spouse shares
investment and voting power with the Bank.
2. Sole investment and voting power 9,022; investment and voting power
shared with spouse and minor children 1,820; right to receive dividends and
proceeds 16,516; voting power of shares owned by Lauritzen companies pension
plan 1,474.
3. Sole investment and voting power, 3,867; right to receive dividends
and proceeds 13,416.
4. Sole investment and voting power; 29,600; voting power no other
interest 13,325.
5. In addition, benefit plans of the Bank own 11,747 shares of the
Company's stock which totals 3.4%.
6. Some of the shares reported for John R. Lauritzen, Bruce R. Lauritzen
and Ann L. Pape are included twice. The total number without duplication is
175,445 or 51.0%.
* Represents less than 1% of the Company's stock.
10
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche are the principal accountants for the Company and
are expected to continue in that capacity during 1996. It is not anticipated
that a representative of that firm will attend the annual meeting of
shareholders of the Company.
COST OF SOLICITATION
The cost of soliciting proxies, which includes printing, postage,
mailing and legal fees, will be paid by the Company.
THE ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1995 MAY BE OBTAINED WITHOUT CHARGE
BY EACH PERSON WHOSE PROXY IS SOLICITED BY WRITTEN REQUEST TO THE COMPANY. SUCH
REQUEST SHOULD BE DIRECTED TO F. PHILLIPS GILTNER, ONE FIRST NATIONAL CENTER,
OMAHA, NE 68102.
11
<PAGE>
First National of Nebraska, Inc. PROXY
One First National Center
16th and Dodge Streets
Omaha, NE 68102
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John R. Lauritzen, F. Phillips
Giltner or Bruce R. Lauritzen as Proxies with full power of
substitution to represent the undersigned and to vote, as
designated below, all of the shares of common stock of First
National of Nebraska, Inc. held of record by the undersigned
at the annual meeting of that Corporation to be held on June
19, 1996 and any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all persons listed below [_]
(except as marked to the contrary below)
AGAINST all persons listed below [_]
INSTRUCTION TO VOTE AGAINST ANY INDIVIDUAL PERSON, CROSS OUT THE
PERSON'S NAME IN THE LIST BELOW.
F. Phillips Giltner, Bruce R. Lauritzen, John R. Lauritzen
2. RECOMMENDATION FOR EXECUTIVE COMMITTEE
FOR all persons listed below [_]
(except as marked to the contrary below)
AGAINST all persons listed below [_]
INSTRUCTION TO VOTE AGAINST ANY INDIVIDUAL PERSON, CROSS OUT THE
PERSON'S NAME IN THE LIST BELOW.
F. Phillips Giltner, Bruce R. Lauritzen, John R. Lauritzen
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
THIS PROXY, IF EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
Please sign this proxy as your name appears above. Joint owners must
each sign personally. Trustees and others signing in a representative
capacity must indicate the capacity in which they sign.
__________________________________
(Signature)
Date: _______________________________ __________________________________
