<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] No fee required
[_] 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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(4) Date Filed:
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<PAGE>
FIRST NATIONAL OF NEBRASKA, INC.
One First National Center
Omaha, Nebraska 68102
Date of Mailing: May 15, 1998
PROXY STATEMENT
The annual meeting of the shareholders of First National of Nebraska, Inc.
(the "Company") will be held on Wednesday, June 17, 1998 at 3:00 p.m. at the
First National Bank of Omaha, Fourth Floor, One First National Center, Omaha,
Nebraska for the purpose of the election of two nominees listed under "Election
of Directors" and such other business which may properly be brought before the
meeting or any adjournment thereof.
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" each of the nominees for the Board of Directors unless
contrary instructions are given. If instructions are given, the proxy will be
voted in accordance with those instructions. Only shareholders of record at the
close of business on May 11, 1998 will be entitled to notice of the annual
meeting and to vote thereat or any adjournment thereof.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors shall be
eight unless another number is fixed by resolution of the Board of Directors.
The Bylaws also provide that the Directors shall be divided into three classes
with initial terms expiring at the annual meetings to be held in 1998, 1999 and
2000, respectively. Directors elected at this annual meeting, and at each
succeeding annual meeting, shall be elected for three-year terms. The Board of
Directors has nominated Bruce R. Lauritzen and Charles R. Walker to serve three-
year terms as directors. Messrs. Lauritzen and Walker have expressed their
intention to serve if elected and the Board of Directors knows of no reason why
either Mr. Lauritzen or Walker might be unavailable to serve. Unless contrary
instructions are given, it is intended that shares represented by the proxies
will be voted in favor of the election of Mr. Lauritzen and Mr. Walker.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR.
Following is a list of the names, ages and principal occupations of the nominees
(who are presently serving as directors) and of the remaining directors. The
principal occupation reflects the business history of each Director or nominee
for at least the past five years.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TERM TO EXPIRE
---- --- --------------------- --------------
NOMINEES
--------
<S> <C> <C> <C>
Bruce R. Lauritzen* 54 Chairman (1997 to present), President, Member of the 1998
1998 Executive Committee and Director of the Company;
Chairman (1997 to present), President, and Director of
First National Bank of Omaha (the "Bank")
Charles R. Walker 49 Executive Vice President, Secretary and Director of the 1998
Company (1997 to present); Executive Vice President,
Secretary and Director of the Bank
</TABLE>
________
*Mr. Lauritzen is an owner of more than 5% of the common stock of the Company.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT". Bruce R.
Lauritzen is the father of Margaret M. Lauritzen.
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TERM TO EXPIRE
---- --- --------------------- --------------
DIRECTORS CONTINUING IN OFFICE
------------------------------
<S> <C> <C> <C>
F. Phillips Giltner 73 Chairman Emeritus (1997 to present), and Director of the 1999
Company; Chairman Emeritus (1997 to present), and Director
of the Bank
J. William Henry 55 Executive Vice President and Director of the Company (1997 1999
to present); Executive Vice President and Director of the
Bank
Daniel K. O'Neill 44 Director of the Company (1997 to present); Executive Vice 1999
President of Lauritzen Corporation; President of Financial
Service Company
Elias J. Eliopoulos 53 Executive Vice President and Director of the Company (1997 2000
to present); Executive Vice President and Director of the
Bank
Margaret M. Lauritzen 30 Director of the Company (1997 to present); Director, 2000
Washington County Bank, Blair, Nebraska and Senior
Commercial Credit Analyst of the Bank (1997 to present),
Commercial Credit Analyst of the Bank (1996), Management
Trainee of the Bank (1995); Employee of Aspen Skiing
Corporation (1990 to 1994)
Dennis A. O'Neal 57 Executive Vice President, Treasurer and Director of the 2000
Company (1997 to present); Executive Vice President and
Director of the Bank
</TABLE>
VOTING AT MEETING
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 give written notice of intent to do so to the Secretary of the
Company 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 properly executed and unrevoked proxies will be
voted at the meeting in accordance with the instructions given therein. Where no
instructions are indicated, such proxies will be voted "FOR" the election of the
nominees for Director. Shares of common stock entitled to vote and represented
by properly executed, returned and unrevoked proxies will be considered present
for determining a quorum at the annual meeting, including shares with respect to
which votes are withheld, abstentions are cast and there are broker nonvotes. A
vote of a plurality of the shares represented, either in person or by proxy, at
the annual meeting is required for the election of directors. Consequently,
votes withheld and broker nonvotes with respect to the election of directors
will have no impact on the election of directors.
2
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
If any matters not referred to in this proxy statement come before the
meeting, the persons named in the proxies will vote the shares 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.
SHAREHOLDER PROPOSALS
If any shareholder desires to submit a proposal to be included in the proxy
statement for the Company's 1999 annual meeting, such proposal must be received
at the offices of the Company on or before January 16, 1999. The inclusion of
any such proposal in such proxy statement will be subject to the requirement of
the proxy rules adopted by the Securities and Exchange Commission.
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 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. In all cases, the condition of the economy relative to the
Company's lines of business and the performance of competitors is also taken
into consideration in order to determine the relative performance of each
individual and the Company. Mr. Bruce R. Lauritzen's compensation is reviewed
using the same criteria as other executive officers of the Company.
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 1997, 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
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.
3
<PAGE>
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
selected local employers.
Base salary is included in the amount reported in column (c) of the Summary
Compensation Table 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
1997 was determined by the Executive Committee in December, 1996.
Annual Cash Incentives
The Executive Committee awards cash incentive bonuses in January of each
year to executive officers based on their performance with respect to individual
goals and to the Company's financial goals and the Company's performance
relative to its competitors. Specifically, in 1997, Company goals were to earn a
15% rate of return on shareholders' equity and to increase managed assets 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 1997, the Company
earned a 15.2% rate of return on shareholders' equity and managed assets
increased by 16.5%. Current cash bonuses for 1997 were adjusted to account for
performance in each area and were paid in January 1998.
Long-Term Cash Incentives
In order to establish long-term incentives for various executive officers,
the Executive Committee awards long-term cash incentive compensation under a
plan which is subject to a vesting schedule.
Cash incentives awarded under the 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 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. For example, in January 1997, each executive officer listed on the Summary
Compensation Table received a deferred cash payment based on the Company
performance and their individual performance in 1996.
Prior to 1996 there was a second plan, income from which is included in
column (d) of the Summary Compensation Table for the year 1995. Cash awards were
subject to a 5-year vesting schedule and are payable upon retirement,
termination, disability, or death. Cash incentives under this plan were awarded
to plan participants which historically included the executive officers of the
Company. The Executive Committee discretionarily determined which employees and
officers were entitled to participate in the Plan. Historically, this amount was
based upon the current salary, for the Plan Year, of each participant and was
not determined based upon Company performance or individual performance. No
amounts were awarded under this plan in 1996 and 1997.
Bruce R. Lauritzen
Elias J. Eliopoulos
J. William Henry
Dennis A. O'Neal
Charles R. Walker
4
<PAGE>
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 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------------------
Other
Annual All Other
Compen- Compen-
Salary Bonus sation sation
Name and Principal Position Year ($) ($) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
------------------(a)-------------------- (b) (c) (d) (e) (i)
<S> <C> <C> <C> <C> <C>
Bruce R. Lauritzen
Chairman and President, the Company and the Bank 1997 391,959 365,671 (1) 93,745 (4)
President/Treasurer, the Company and President, the Bank 1996 372,653 385,632 (2) 65,185
President/Treasurer, the Company and President, the Bank 1995 348,186 402,426 (3) 23,291
Elias J. Eliopoulos
Executive Vice President, the Company and the Bank 1997 212,588 257,840 (1) 8,427 (4)
Executive Vice President, the Bank 1996 204,413 291,775 (2) 5,899
Executive Vice President, the Bank 1995 196,080 282,555 (3) 6,025
J. William Henry
Executive Vice President, the Company and the Bank 1997 212,588 255,291 (1) 9,382 (4)
Executive Vice President, the Bank 1996 204,413 285,112 (2) 7,200
Executive Vice President, the Bank 1995 196,080 292,065 (3) 7,375
Dennis A. O'Neal
Executive Vice President, the Company and the Bank; Treasurer, the Company 1997 212,588 258,090 (1) 26,034 (4)
Executive Vice President, the Bank 1996 204,413 285,115 (2) 13,097
Executive Vice President, the Bank 1995 196,080 294,669 (3) 15,235
Charles R. Walker
Executive Vice President, the Company and the Bank; Secretary, the Company 1997 212,588 252,742 (1) 8,976 (4)
Executive Vice President, the Bank 1996 204,413 279,699 (2) 3,853
Executive Vice President, the Bank 1995 196,080 291,965 (3) 6,716
F. Phillips Giltner (6)
Chairman Emeritus of the Board, the Company and the Bank 1997 0 253,399 14,631 (4) 9,207 (5)
Chairman of the Board, the Company and the Bank; Secretary, the Company 1996 412,529 399,074 (2) 61,286 4,604
Chairman of the Board, the Company and the Bank; Secretary, the Company 1995 396,527 417,464 (3) 34,239 4,403
</TABLE>
_________________
(1) Includes deferred compensation allocated to a participant account
pursuant to an incentive plan based on the previous year's performance in the
following amounts: Bruce R. Lauritzen, $118,571; Elias J. Eliopoulos, $108,675;
J. William Henry, $106,126; Dennis A. O'Neal, $108,675; Charles R. Walker,
$103,577. 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.
(2) Includes deferred compensation allocated to a participant account
pursuant to an incentive plan based on the previous year's performance in the
following amounts: Bruce R. Lauritzen, $94,926; Elias J. Eliopoulos, $109,128;
J. William Henry, $101,156; Dennis A. O'Neal, $101,156; Charles R. Walker,
$95,843; F. Phillips Giltner, $104,208. 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: Bruce R. Lauritzen, $111,720; Elias J.
Eliopoulos, $102,908; J. William Henry, $108,109; Dennis A. O'Neal, $110,710;
Charles R. Walker, $108,109; F. Phillips Giltner, $122,598. 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.
(4) Includes the following amounts: Bruce R. Lauritzen, $81,860 for travel
expenses; Elias J. Eliopoulos, $5,424 for travel expenses and $2,740 for social
club memberships; J. William Henry, $4,500 auto stipend and $4,050 for social
club memberships; Dennis A. O'Neal, $9,967 for travel expenses and $9,510 for
social club memberships; Charles R. Walker, $2,372 for travel expenses and
$3,757 for social club memberships; F. Phillips Giltner, $10,925 for trust
fees.
(5) A premium of $9,207 paid on a life insurance policy which, pursuant to a
split dollar agreement, currently has no cash surrender value to F. Phillips
Giltner.
(6) F. Phillips Giltner retired as an officer of the Company on June 18, 1997
and retired as an officer of the Bank on May 21, 1997.
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 1997, 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, 1997 at age 65 with indicated coverage,
final compensation and periods of service. Estimated benefits for salaries over
$160,000 are the same as for a $160,000 salary, because of limitations imposed
by federal law. The current $125,000 benefit limit, as set by federal law for
defined benefit plans, has been reflected in the Pension Table.
<TABLE>
<CAPTION>
Annual
Average Years of Service
----------------------------------------------------
Covered
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $27,192 $36,256 $45,321 $54,385 $63,449
150,000 33,455 44,606 55,758 66,910 78,061
175,000 35,960 47,946 59,933 71,920 83,906
200,000 35,960 47,946 59,933 71,920 83,906
225,000 35,960 47,946 59,933 71,920 83,906
250,000 35,960 47,946 59,933 71,920 83,906
300,000 35,960 47,946 59,933 71,920 83,906
400,000 35,960 47,946 59,933 71,920 83,906
450,000 35,960 47,946 59,933 71,920 83,906
500,000 35,960 47,946 59,933 71,920 83,906
</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 amounts of covered remuneration paid in 1997 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, 1997 were: Bruce R.
Lauritzen --$371,959 - 30.25; Elias J. Eliopoulos -- $212,588 - 28.75; J.
William Henry --$212,588 - 33.25; Dennis A. O'Neal -- $212,588 - 16; Charles R.
Walker --$212,588 - 14. See the Pension Table above.
6
<PAGE>
D. Committee Interlocks and Insider Participation
The Executive Committee, which currently consists of Bruce R. Lauritzen,
Elias J. Eliopoulos, J. William Henry, Dennis A. O'Neal and Charles R. Walker,
fixes the compensation of the officers of the Company and the Bank. In addition
to their positions with the Company and the Bank, the Executive Committee also
holds the following positions with the Company's subsidiaries:
Bruce R. Lauritzen
------------------
Credit Card Finance Corporation, Chairman and Director
First National Credit Corporation, Chairman and Director
First National of Colorado, Inc., Chairman and Director
Elias J. Eliopoulos
-------------------
Credit Card Finance Corporation, Treasurer
Data Management Products, Inc., Chairman and Director
First Technology Solutions, Inc., Director
FIS, Inc., Director
RPSI, Inc., Chairman and Director
SPC, Inc., Chairman, President and Director
First National Bank South Dakota, Director
J. William Henry
----------------
Data Management Products, Inc., Director
First National of Colorado, Inc., Vice President and Director
First National Services Corporation, Director
First of Omaha Service Corporation, Chairman, President and Director
MCV Acceptance Corporation, Chairman and Director
Platte Valley Finance Company, Chairman and Director
First National Bank (North Platte), Chairman and Director
First National Bank of Kansas, Chairman and Director
First National Buildings, Inc., Chairman and Director
Dennis A. O'Neal
----------------
Collection Corporation of America, Chairman and Director
Credit Card Finance Corporation, President and Director
First National Services Corporation, Chairman and Director
First National of Colorado, Inc., President and Director
The Bank of Boulder (Boulder, CO), Director
First National Bank (Fort Collins, CO), Director
Union Colony Bank (Greeley, CO), Director
FNC Trust Group, N.A., Director
Platte Valley State Bank and Trust Company, Director
First National Buildings, Inc., Director
Charles R. Walker
-----------------
First National Credit Corporation, Vice President and Director
First National Services Corporation, President and Director
First of Omaha Service Corporation, Director
MCV Acceptance Corporation, President and Director
Professional Career Services, Inc., Chairman and Director
First National Bank and Trust Co. of Columbus, Director
The Fremont National Bank and Trust Company, Director
First National Bank South Dakota, Chairman and Director
E. Compensation of Directors
Although the Company does not compensate its directors, the Bank paid each
of its directors a fee of $600 per month in 1997 for their service as a
director. In addition, directors are reimbursed for expenses incurred related to
their service as directors.
7
<PAGE>
F. Employment Contracts and Termination of Employment Arrangements
An employment agreement exists between the Company and Bruce R. Lauritzen
with respect to his employment in the position indicated in the Election of
Directors section. The agreement generally provides 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 1997, $20,000 was the annual base salary paid by the Company
pursuant to the employment agreement to Bruce R. Lauritzen. No formal employment
agreements exist between the Bank and Bruce R. Lauritzen.
The Bank has a deferred compensation plan for Mr. F. Phillips Giltner. He
will begin to receive payments on December 15, 1999.
8
<PAGE>
G. Performance Graph
The following graph illustrates the cumulative total return to shareholders
for the five-year period ended December 31, 1997, for First National of
Nebraska's common stock, the Standard and Poor's 500 Stock Index (S&P 500
Index), and a group of peer bank holding companies that First National of
Nebraska considers its primary local and regional competitors. The competitive
peer group consists of: Commerce Bancshares, Inc. and United Missouri
Bancshares, Inc. both of Kansas City, Missouri; and Norwest Corporation and U.S.
Bancorp, both of Minneapolis, Minnesota; Firstar Corporation of Milwaukee,
Wisconsin; First Commerce Bancshares of Lincoln, Nebraska; Commercial Federal
Corporation of Omaha, Nebraska; and BancOne Corporation of Columbus, Ohio. 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, 1992 and reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
LINE GRAPH DEPICTING:
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
COMPETITIVE PEER GROUP $ 114 $ 109 $ 159 $ 197 $ 224
FIRST NATIONAL OF NEBR $ 172 $ 212 $ 269 $ 263 $ 270
S&P 500 INDEX $ 110 $ 112 $ 153 $ 189 $ 252
</TABLE>
9
<PAGE>
INFORMATION CONCERNING CERTAIN INTERESTS AND TRANSACTIONS
In addition to his role and ownership position with the Company and its
subsidiaries during 1997, Bruce R. Lauritzen served as an officer and director
of, and owned more than 10% equity interest in, numerous other banks and
corporations.
During 1997, 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 unaffiliated 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 ten meetings and executed three unanimous consents
in lieu of meetings during 1997. The Executive Committee held six meetings
during 1997.
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 11, 1998, the Company has outstanding 335,000 shares of $5
par value common stock. No other class of stock has been issued by the Company.
The following table sets forth the beneficial ownership of the common stock of
the Company by all officers, directors, and nominees for directors 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 170,736 (1, 3) 51.0%
First National Bank
First National Center
Omaha, NE 68102
Bruce R. Lauritzen 27,672 (2, 3) 8.3%
First National Bank
First National Center
Omaha, NE 68102
Thomas L. Davis 37,593 (4) 11.2%
c/o Trust Department
First National Bank
First National Center
Omaha, NE 68102
F. Phillips Giltner 9,366 2.8%
First National Bank
First National Center
Omaha, NE 68102
Elias J. Eliopoulos 420 *
First National Bank
First National Center
Omaha, NE 68102
J. William Henry 80 *
First National Bank
First National Center
Omaha, NE 68102
Dennis A. O'Neal 40 *
First National Bank
First National Center
Omaha, NE 68102
Charles R. Walker 205 *
First National Bank
First National Center
Omaha, NE 68102
Margaret M. Lauritzen 540 *
First National Bank
First National Center
Omaha, NE 68102
Daniel K. O'Neill 0 *
Lauritzen Corporation
First National Center
Omaha, NE 68102
All Officers and Directors of 193,457 (5) 57.7%
the Company and the Bank
as a group (29 persons)
</TABLE>
________________
1. 4,922 sole investment and voting power; 83,596 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 son 660; right to receive dividends and proceeds
16,516; voting power of shares owned by Lauritzen companies pension plan 1,474.
3. Some of the shares reported for John R. Lauritzen and Bruce R.
Lauritzen are included twice. The total number of shares beneficially owned by
them, without duplication, is 181,892 or approximately 54.3% of the issued and
outstanding shares.
4. Sole investment and voting power 29,600; voting power no other
interest 7,993.
5. In addition, employee benefit plans of the Bank own 14,502 shares
of the Company's common stock which represents approximately 4.3% of the issued
and outstanding shares.
* Represents less than 1% of the issued and outstanding shares of
the Company's common stock.
11
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche are the principal accountants for the Company and are
expected to continue in that capacity during 1998. 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, 1997 MAY BE OBTAINED WITHOUT CHARGE BY EACH
PERSON WHOSE PROXY IS SOLICITED BY WRITTEN REQUEST TO THE COMPANY. SUCH REQUEST
SHOULD BE DIRECTED TO CHARLES R. WALKER, ONE FIRST NATIONAL CENTER, OMAHA, NE
68102.
12
<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 the Board of Directors of First National of
Nebraska, Inc. as Proxy 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 17, 1998 and any
adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary below) listed below [_]
</TABLE>
INSTRUCTION TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
CROSS OUT THE PERSON'S NAME IN THE LIST BELOW.
Bruce R. Lauritzen
Charles R. Walker
2. 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 ELECTION OF THE
NAMED NOMINEES FOR DIRECTOR.
The undersigned hereby acknowledges receipt of a Notice of Annual Meeting
of the Stockholders of First National of Nebraska, Inc. called for June 17, 1998
and the Proxy Statement relating thereto prior to signing this proxy.
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: _________________________ _____________________________________________
<PAGE>
May 15, 1998
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 17, 1998
at 3:00 o'clock P.M. for the following purpose:
1. To elect directors for the ensuing year.
CHARLES R. WALKER
Secretary
