<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Sec. 240.14a-11(c) or Sec. 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)(1) and 0-11.
(1) Title of each class 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
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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.
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<PAGE>
FIRST NATIONAL OF NEBRASKA, INC.
One First National Center
Omaha, Nebraska 68102
Date of Mailing: May 14, 1999
PROXY STATEMENT
The annual meeting of the shareholders of First National of Nebraska,
Inc. (the Company) will be held on Wednesday, June 16, 1999 at 3:00 p.m. at the
First National Bank of Omaha, Fourth Floor, One First National Center, Omaha,
Nebraska for the purposes of the election of three 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 10, 1999 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 held in 1998, 1999 and 2000,
respectively. Directors elected at annual meetings beginning in 1998 are elected
for three-year terms. Accordingly for 1999, the Board of Directors has nominated
F. Phillips Giltner, J. William Henry and Daniel K. O'Neill to serve as
directors of the Company for three-year terms expiring in 2002. Messrs. Giltner,
Henry and O'Neill have expressed their intention to serve if elected and the
Board of Directors knows of no reason why either Mr. Giltner, Henry or O'Neill
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. Giltner, Mr. Henry and Mr. O'Neill.
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 each nominee
for director to be voted on at the annual meeting and each of the other
directors of the Company who will continue in office after the annual meeting.
Each nominee for director currently serves as a director of the Company. Unless
otherwise indicated, all persons listed below have held the positions described
under "Principal Occupation" for at least five years.
Nominees
--------
<TABLE>
<CAPTION>
Name Age Principal Occupation Term to Expire
---- --- -------------------- --------------
<S> <C> <C> <C>
F. Phillips Giltner 74 Chairman Emeritus (1997 to present), and Director of the Company; 1999
Chairman Emeritus (1997 to present), and Director of First
National Bank of Omaha (the Bank). Prior to 1997, Mr. Giltner
served as Chairman of both the Company and the Bank.
J. William Henry 56 Executive Vice President, Member of the Executive Committee and 1999
Director of the Company (1997 to present); Executive Vice
President and Director of the Bank
Daniel K. O'Neill 45 Director of the Company (1997 to present); Executive Vice 1999
President of Lauritzen Corporation; President of Financial
Service Company
</TABLE>
<PAGE>
Directors Continuing In Office
------------------------------
<TABLE>
<CAPTION>
Name Age Principal Occupation Term to Expire
---- --- -------------------- --------------
<S> <C> <C> <C>
Elias J. Eliopoulos 54 Executive Vice President, Member of the Executive Committee and 2000
Director of the Company (1997 to present); Executive Vice
President and Director of the Bank
Margaret Lauritzen Dodge 31 Director of the Company (1997 to present); Director, Washington 2000
County Bank, Blair, Nebraska (1997 to present); Various positions
with the Bank (1995 to present) including present position as
Commercial Loan Officer; Employee of Aspen Skiing Corporation
(1990 to 1994)
Dennis A. O'Neal 58 Executive Vice President, Treasurer, Member of the Executive 2000
Committee and Director of the Company (1997 to present);
Executive Vice President and Director of the Bank
Bruce R. Lauritzen* 55 Chairman (1997 to present); President, Member of the Executive 2001
Committee and Director of the Company; Chairman of the Bank(1997
to present); President and Director of the Bank
Charles R. Walker 50 Executive Vice President, Secretary, Member of the Executive 2001
Committee and Director of the Company (1997 to present);
Secretary of the Bank (1996 to present); Executive Vice President
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 Lauritzen Dodge.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors conducts its business through meetings of the
Board and actions taken by written consent in lieu of meetings. The Company does
not have standing nominating, audit or compensation committees of the Board of
Directors. The entire Board of Directors performs the functions that a
nominating and audit committee would normally perform. The Executive Committee
of the Board, consisting of Messrs. Lauritzen, Eliopoulos, Henry, O'Neal and
Walker, fixes the compensation of the officers of the Company. The Board of
Directors held five meetings and executed four unanimous consents in lieu of
meetings during 1998. The Executive Committee held six meetings during 1998.
During 1998, all directors attended at least 75% of the meetings of the Board of
Directors and all members of the Executive Committee attended at least 75% of
the meetings of the Executive Committee.
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.
2
<PAGE>
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.
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
Shareholders of the Company may nominate persons for election to the
Board of Directors. Pursuant to the Bylaws of the Company, all shareholders must
be notified of all such nominations at least 30 days prior to the date of the
annual meeting.
If any shareholder desires to submit a proposal to be included in the
proxy statement for the Company's 2000 annual meeting, such proposal must be
received by the Secretary of the Company on or before January 17, 2000. 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. The proxy for the 2000 annual meeting will confer discretionary
authority on the proxy holders to vote on matters properly proposed by any
shareholder for consideration at the meeting if notice thereof is not delivered
to the Secretary of the Company at least 30 days prior to the date of the 2000
meeting.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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. The compensation of Mr. Bruce R. Lauritzen's, the
chief executive officer of the Company, 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.
3
<PAGE>
With respect to the base salary and cash incentive bonuses granted to
the executive officers in 1998, 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.
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 1998 was determined by the Executive Committee in December, 1997.
Annual Cash Incentives
The Executive Committee awards cash incentive bonuses, which are
included in column (d) of the Summary Compensation Table, 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 1998, Company goals were to earn a
15% rate of return on shareholders' equity and to increase net 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 1998, the Company earned a 15.7%
rate of return on shareholders' equity and net earnings increased by 15%.
Current cash bonuses for 1998 were adjusted to account for performance in each
area and were paid in January 1999.
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 1999, each executive officer listed on the Summary Compensation Table
received a deferred cash payment based on the Company performance and their
individual performance in 1998.
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 the chief executive officer of the Company and to the other four most
highly compensated executive officers of the Company and the Bank for years
1998, 1997 and 1996.
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
--------------------(a)-------------------- (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Bruce R. Lauritzen
Chairman and President, the Company and the Bank 1998 $ 406,837 $ 474,962(1) $111,480(4)
Chairman and President, the Company and the Bank 1997 391,959 388,571(2) 93,745
President/Treasurer, the Company and President, the Bank 1996 372,653 350,415(3) 65,185
Elias J. Eliopoulos
Executive Vice President, the Company and the Bank 1998 221,092 451,792(1) 9,387(4)
Executive Vice President, the Company and the Bank 1997 212,588 298,675(2) 8,427
Executive Vice President, the Bank 1996 204,413 261,440(3) 5,899
J. William Henry
Executive Vice President, the Company and the Bank 1998 221,092 363,292(1) 13,077(4)
Executive Vice President, the Company and the Bank 1997 212,588 289,531(2) 9,382
Executive Vice President, the Bank 1996 204,413 254,777(3) 7,200
Dennis A. O'Neal
Executive Vice President, the Company and the Bank; Treasurer, the
Company 1998 221,092 363,292(1) 24,433(4)
Executive Vice President, the Company and the Bank; Treasurer, the
Company 1997 212,588 293,925(2) 26,034
Executive Vice President, the Bank 1996 204,413 254,780(3) 13,097
Charles R. Walker
Executive Vice President, the Company and the Bank; Secretary, the
Company 1998 221,092 328,350(1) 15,277(4)
Executive Vice President, the Company and the Bank; Secretary, the
Company 1997 212,588 273,577(2) 8,976
Executive Vice President, the Bank 1996 204,413 249,364(3) 3,853
====================================================================================================================================
</TABLE>
(1) Includes deferred compensation allocated to a participant account in
1999 pursuant to an incentive plan based on 1998's performance in the following
amounts: Bruce R. Lauritzen, $164,462; Elias J. Eliopoulos, $133,292; J. William
Henry, $133,292; Dennis A. O'Neal, $133,292; Charles R. Walker, $128,350. 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 in
1998 pursuant to an incentive plan based on 1997'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.
(3) Includes deferred compensation allocated to a participant account in
1997 pursuant to an incentive plan based on 1996's performance in the following
amounts: Bruce R. Lauritzen, $94,962; Elias J. Eliopoulos, $109,128; J. William
Henry, $101,156; Dennis A. O'Neal, $101,156; Charles R. Walker, $95,843. 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, $82,376 for travel
expenses; Elias J. Eliopoulos, $6,152 for travel expenses and $2,610 for social
club memberships; J. William Henry, $4,500 auto stipend; Dennis A. O'Neal,
$10,515 for travel expenses; Charles R. Walker, $7,983 for travel expenses.
5
<PAGE>
C. Defined Benefit Pension Plan
The Company'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 1998, 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, 1998 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 $130,000 benefit 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 $27,003 $36,004 $45,006 $54,007 $63,008
150,000 33,266 44,354 55,443 66,532 77,620
175,000 35,771 47,694 59,618 71,542 83,465
200,000 35,771 47,694 59,618 71,542 83,465
225,000 35,771 47,694 59,618 71,542 83,465
250,000 35,771 47,694 59,618 71,542 83,465
300,000 35,771 47,694 59,618 71,542 83,465
400,000 35,771 47,694 59,618 71,542 83,465
450,000 35,771 47,694 59,618 71,542 83,465
500,000 35,771 47,694 59,618 71,542 83,465
</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 named executive officers. 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 1998 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, 1998 were: Bruce R.
Lauritzen -- $386,837 - 31.25; Elias J. Eliopoulos -- $221,092 - 29.75; J.
William Henry -- $221,092 - 34.25; Dennis A. O'Neal -- $221,092 - 17; Charles R.
Walker -- $221,092 - 15. See the Pension Table above.
6
<PAGE>
D. Committee Interlocks and Insider Participation
During 1998, there were no compensation committee interlocks and no
insider participation in compensation decisions that were required to be
reported under the rules and regulations of the Securities Exchange Act of 1934.
E. Compensation of Directors
The Company does not separately compensate its directors. However, the
Bank pays each of its directors a fee of $600 per month for their services as a
director of the Bank. Messrs Lauritzen, Eliopoulos, Henry, O'Neal, Walker and
Giltner are directors of the Bank. In addition, the Company and the Bank
reimburse their directors for expenses incurred by them related to their service
as directors.
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 1998, Bruce R. Lauritzen earned a $20,000 annual base salary by
the Company pursuant to the employment agreement. No formal employment
agreements exist between the Bank and Bruce R. Lauritzen.
7
<PAGE>
G. Performance Graph
The following graph illustrates the cumulative total return to
shareholders for the five-year period ended December 31, 1998, for First
National of Nebraska's common stock, the Standard and Poor's 500 Stock Index
(S&P 500 Index), and an original and revised group of peer bank holding
companies that First National of Nebraska considers its primary local and
regional competitors. The original competitive peer group consists of:
Commercial Federal Corporation of Omaha, Nebraska; First Commerce Bancshares of
Lincoln, Nebraska; Commerce Bancshares, Inc. and UMB Financial Corporation both
of Kansas City, Missouri; U.S. Bancorp of Minneapolis, Minnesota; Wells Fargo &
Company of San Francisco, California; Bank One Corporation of Chicago, Illinois
and Firstar Corporation of Milwaukee, Wisconsin. For 1998, the original
competitive peer group index has been updated to include the effects of the
merger of Wells Fargo & Company with Norwest Corporation of Minneapolis,
Minnesota (currently known as Wells Fargo & Company) and the merger of BancOne
Corporation of Columbus, Ohio and First Chicago NBD Corporation of Chicago,
Illinois (currently known as Bank One Corporation). Furthermore, the original
competitive peer group index has been adjusted to reflect the acquisition of
Firstar Corporation by Star Banc Corporation of Cincinnati, Ohio (currently
known as Firstar Corporation). The revised competitive peer group is the same as
the original competitive peer group except it excludes the new Firstar
Corporation which does not have any banking offices in the states where the
Company has offices. 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, 1993 and
reinvestment of dividends.
Comparison of Five-Year Cumulative Total Return
LINE GRAPH DEPICTING:
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
ORIGINAL COMPETITIVE PEER GROUP $ 95 $145 $182 $209 $220
REVISED COMPETITIVE PEER GROUP $ 96 $145 $183 $207 $203
FIRST NATIONAL OF NEBRASKA $140 $197 $191 $198 $192
S&P 500 INDEX $101 $139 $171 $229 $294
</TABLE>
8
<PAGE>
INFORMATION CONCERNING CERTAIN INTERESTS AND TRANSACTIONS
In addition to Bruce R. Lauritzen's role and ownership position with
the Company and its subsidiaries during 1998, he served as an officer and
director of, and owned more than 10% equity interest in, numerous other banks
and corporations.
During 1998, 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.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 7, 1999, there were a total of 334,501 outstanding shares
of the Company's common stock, par value $5.00 per share. 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 each director and
nominees for director of the Company, by each executive officer of the Company
listed in the Summary Compensation Table, by all executive officers and
directors of the Company and the Bank as a group and by each person known to
management of the Company to be the beneficial owner 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 27,682 (2, 3) 8.3%
First National Bank
First National Center
Omaha, NE 68102
Thomas L. Davis 39,369 (4) 11.8%
c/o Trust Department
First National Bank
First National Center
Omaha, NE 68102
Ann L. Pape 17,133 (5, 6) 5.1%
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 Lauritzen Dodge 540 *
First National Bank
First National Center
Omaha, NE 68102
Daniel K. O'Neill 0 *
Lauritzen Corporation
First National Center
Omaha, NE 68102
All Executive Officers and Directors of 52,902 (7) 15.8%
the Company and the Bank
as a group (18 persons)
</TABLE>
* Represents less than 1% of the issued and outstanding shares of the
Company's common stock.
1. Consists of 4,922 shares of which Mr. Lauritzen exercises sole
investment and voting power; 83,596 shares which are owned by the Lauritzen
Corporation; 52,286 shares of which Mr. Lauritzen's spouse holds sole investment
and voting power and 29,932 shares of which his spouse shares investment and
voting power with the Bank.
2. Consists of 9,022 shares of which Mr. Lauritzen exercises sole
investment and voting power; 670 shares of which he shares investment and voting
power with his spouse and son; 16,516 shares from which he has the right to
receive dividends and sale proceeds and 1,474 shares owned by the Lauritzen
Corporation pension plan for which he has voting power.
3. Certain shares are reported as beneficially owned by both John R.
Lauritzen and Bruce R. Lauritzen. The total number of shares beneficially owned
by them, without duplication, is 181,902 or approximately 54.4% of the issued
and outstanding shares.
4. Consists of 29,550 shares of which Mr. Davis exercises sole investment
and voting power and 9,819 shares of which he exercises sole voting power.
5. Consists of 3,717 shares of which Ms. Pape exercises sole investment and
voting power and 13,416 shares from which she has the right to receive dividends
and sale proceeds.
6. Certain shares are reported as beneficially owned by both John R.
Lauritzen and Ann L. Pape. The total number of shares beneficially owned by
them, without duplication, is 174,453 or approximately 52.2% of the issued and
outstanding shares.
7. In addition, employee benefit plans of the bank own 14,497 shares of the
Company's common stock which represents approximately 4.3% of the issued and
outstanding shares.
10
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP are the Company's independent accountants and are
expected to continue in that capacity during 1999. 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, 1998 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, Secretary, 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 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 16, 1999 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 [_]
INSTRUCTION To withhold authority to vote for any individual nominee, mark "FOR" and cross out
the person's name in the list below.
F. Phillips Giltner
J. William Henry
Daniel K. O'Neill
</TABLE>
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 16, 1999 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:
------------------------------- -----------------------------------
(Signature)
<PAGE>
May 14, 1999
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 16,
1999 at 3:00 o'clock P.M. for the following purposes:
1. To elect directors for the ensuing year.
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
A Proxy Statement setting forth information with respect to the
election of directors is enclosed.
Only stockholders holding shares of Common Stock of record at the close
of business on May 10, 1999 are entitled to vote at the annual meeting.
Stockholders, whether or not they expect to be present at the meeting,
are requested to sign and date the enclosed proxy which is solicited on behalf
of the Board of Directors and return it promptly in the envelope enclosed for
that purpose. Any person giving a proxy has the power to revoke it at any time,
and stockholders who are present at the meeting may withdraw their proxies and
vote in person.
By Order of the Board of Directors
CHARLES R. WALKER
Secretary
Omaha, Nebraska
May 14, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE>
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: First National of Nebraska, Inc.
Commission File No. 03502
Preliminary Proxy Statement
Filing Fees Account No. 0000036725
Ladies and Gentlemen:
On behalf of First National of Nebraska, Inc. (the Company), enclosed
for filing with the Securities and Exchange Commission is the definitive Proxy
Statement, Form of Proxy and Notice of Annual Meeting.
The Company presently intends to mail definitive copies of the Proxy
Statement, Form of Proxy Statement and Notice of Annual Meeting to security
holders of the Company on May 14, 1999 or shortly thereafter.
Sincerely,
/s/ Pamela M. McIntyre
Director of Accounting
PMM:lt
Enclosures
