SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DEFINITIVE PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
March 27, 1996
(Date of Report)
FIRSTBANK OF ILLINOIS CO.
(Exact name of registrant as specified in its charter)
205 South Fifth Street, Springfield, Illinois 62701
(Address of principal executive offices)
217-753-7543
(Registrant's telephone number, including area code)
37-6141253
(IRS Employer Identification No.)
FIRSTBANK OF ILLINOIS CO.
205 SOUTH FIFTH STREET
SPRINGFIELD, ILLINOIS 62701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29,1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Firstbank of Illinois Co. will be held in the Illinois Room on the
mezzanine level of the Springfield Hilton, Seventh and Adams Streets,
Springfield, Illinois 62701, on Monday, April 29, 1996, at 3:00 p.m.
for the purpose of considering and voting upon the following proposals:
1. To elect three (3) Directors, each to serve a term of three years.
2. To transact such other business as may be properly brought before
the meeting or any adjournment thereof.
NOTICE IS HEREBY FURTHER GIVEN that March 15, 1996, shall be the
record date for the determination of shareholders who are entitled to
vote at the Annual Meeting of Shareholders to be held April 29, 1996,
and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman of the Board
March 26, 1996
FIRSTBANK OF ILLINOIS CO.
205 SOUTH FIFTH STREET
SPRINGFIELD, ILLINOIS 62701
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1996
This Proxy Statement is furnished to the shareholders of Firstbank of
Illinois Co. ("Firstbank") in connection with the solicitation of proxies by
the management of Firstbank for use at the Annual Meeting of Shareholders to
be held April 29, 1996. Persons named as proxies on the form of proxy
accompanying this statement were selected by the Board of Directors of
Firstbank and are shareholders.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. As a result, execution of the proxy will not affect
a shareholder's right to attend the meeting and vote in person. The shares
represented by the proxy will be voted unless the proxy is mutilated or
received in such a form or at such time as to render it unvotable.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 31, 1996, Firstbank had outstanding and entitled to vote
10,336,376 shares of common stock, par value $1 per share. Only holders of
common stock reflected on the records of Firstbank at the close of business
on March 15, 1996, will be entitled to vote at the meeting. Each share
entitles its owner to one vote on all matters submitted to a vote other than
the election of directors. In the election of directors, pursuant to
Firstbank's Certificate of Incorporation, shareholders are entitled to
cumulative voting. Thus, each shareholder has the number of votes equal to
the number of shares owned by him or her multiplied by the number of
directors to be elected. Those votes can be distributed among the candidates
as the shareholder deems appropriate. At the 1996 Annual Meeting, three
directors will be elected.
The following table sets forth information as of January 31, 1996, with
respect to the ownership of shares of common stock held by (i) the only
shareholders known to management to be the beneficial owners of more than 5%
of Firstbank's outstanding common stock; (ii) each director of Firstbank; and
(iii) all directors and executive officers of Firstbank as a group. The
table is based upon information provided by such persons and upon Firstbank's
records. Beneficial ownership of securities generally means the power to
vote or dispose of the securities, regardless of any economic interest.
<TABLE>
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership 1 of Class
<CAPTION>
<S> <C> <C>
William B. Hopper, South Side Square, Taylorville, IL 477,308 4.62%
Robert L. Sweney, One Metropolitan Square, St. Louis, MO 181,551 1.76%
Mark H. Ferguson, 205 South Fifth Street, Springfield, IL 54,211 *
William T. Grant, Jr., 1800 South Dirksen Parkway, Springfield, IL 28,083 *
William R. Schnirring, 718 North Ninth Street, Springfield, IL 22,500 *
P. Richard Ware, 400 West State Street, Jacksonville, IL 12,538 *
Leo J. Dondanville, Jr., 1525 South Sixth Street, Springfield, IL 12,300 *
Robert W. Jackson, 1305 Southern Hills, Springfield, IL 11,049 *
E. Jack Thornburg, 23211 McNamee, Port Charlotte, FL 10,826 *
Richard E. Zemenick, 700 Corporate Park Drive, St. Louis, MO 6,572 *
All Executive Officers and Directors as a Group 946,730 9.16%
* Less than 1%
</TABLE>
1 All shareholdings are stated as of January 31, 1996, and include,
without admission of beneficial ownership thereof by the named individual,
shares held of record by or jointly with the named person's wife or children
sharing the same household. Also included in the shares listed are shares
voted by the named individuals as a result of their participation in the
Firstbank Profit-Sharing Thrift Plan, which owns Firstbank shares and permits
its participants to direct the voting of their proportionate number of such
shares. The number of plan shares included in the table for each individual
has been rounded down to the nearest whole share. Also included are shares
that can be purchased pursuant to currently exercisable options granted
pursuant to certain stock option agreements. See "Board of Directors-
Directors' Compensation", "Executive Compensation-Incentive Stock Option"
and "Profit-Sharing Thrift Plans".
BOARD OF DIRECTORS
Election of Directors
Firstbank's Certificate of Incorporation provides for a Board of Directors
divided into three classes. The following persons have been nominated by
Firstbank management for election at the 1996 Annual Meeting, to serve a
three-year term expiring in 1999. It is the intention of the persons named
in the proxy to vote for the election of the following nominees and to vote
the proxies to insure the election of the largest number of such nominees.
<TABLE>
Position(s) with Firstbank Director
Name Age (and Principal Occupation) Since
<CAPTION>
<S> <C> <C> <C>
Leo J. Dondanville, Jr. 65 Director (Chairman of the Board, 1984
Hanson Group Incorporated, Springfield, IL)
Mark H. Ferguson 42 Director, Chairman of the Board, President 1988
and Chief Executive Officer
William T. Grant, Jr. 56 Director (President, Landmark Automotive Group, 1982
Springfield, IL and St. Louis, MO)
</TABLE>
Each of the foregoing nominees has been engaged in the principal
occupation described above, or in a similar position, for at least
five years.
Directors Whose Terms Expire in 1997 and 1998
The following table presents information with respect to the six directors
whose terms do not expire until 1997 or 1998 and who therefore will continue
to serve as directors beyond the 1996 Annual Meeting.
<TABLE>
Position(s) with Firstbank Director Term
Name Age (and Principal Occupation) Since Expires
<CAPTION>
<S> <C> <C> <C> <C>
William R. Schnirring 67 Director (President and Chief Executive Officer, 1976 1997
Springfield Electric Supply Co., Springfield, IL)
Robert L. Sweney 68 Director (Attorney at Law, Of Counsel, 1988 1997
Bryan Cave, St. Louis, MO)
Richard E. Zemenick 53 Director (Chairman of the Board, Zemenick & 1994 1997
Walker, Inc., St. Louis, MO)
William B. Hopper 57 Director and Vice Chairman of the Board 1982 1998
Robert W. Jackson 65 Director (Retired Senior Vice President, 1984 1998
Central Illinois Public Service Company,
Springfield, IL)
P. Richard Ware 64 Director (Chairman of the Board, Warelubco, Inc., 1989 1998
Jacksonville, IL)
</TABLE>
Each of the foregoing directors has been engaged in the principal
occupation described above, or in a similar position, for at least
five years.
Other Information on Directors
Robert W. Jackson is a director of CIPSCO Incorporated and Central
Illinois Public Service Company, which companies have a class of voting
securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or are subject to the reporting requirements of Section 15(d) of
that Act. Richard E. Zemenick is a director of Zemenick & Walker, Inc.,
a company registered under the Investment Company Act of 1940.
Meetings and Committees of the Board of Directors
The Board of Directors of Firstbank has established the following
committees to provide assistance in the discharge of its duties and
responsibilities.
Examining Committee. This committee conducts examinations of the
financial affairs of Firstbank and its subsidiaries, through Firstbank's
internal auditors and the independent public accounting firm retained by the
Board of Directors. The results of such examinations are reported directly
to the Board of Directors. Members of the committee during 1995 were
Messrs. Dondanville, Thornburg, Ware and Zemenick. The committee met four
times in 1995.
Compensation, Benefits and Officer Nominating Committee. This committee
reviews the personnel policies of Firstbank, as well as salaries and other
compensation paid to employees, including officers and directors. Its
recommendations are reported to the Board of Directors. Members of the
committee during 1995 were Messrs. Grant, Jackson, Schnirring, Sweney and
Thornburg. The committee met three times in 1995.
Nominating Committee. This committee recommends individuals to be
appointed to the Board of Directors of Firstbank in the event a vacancy
occurs on the Board. Its recommendations are reported to the Board of
Directors. Members of the committee during 1995 were Messrs. Hopper,
Jackson, Schnirring, Sweney and Zemenick. The committee did not meet
in 1995.
In 1995, the Board of Directors met eight times. No director attended
fewer than 75 percent of the aggregate of the total number of board
meetings and the total number of meetings of committees of which he was a
member.
Other Nominations for Board of Directors
Firstbank's Certificate of Incorporation specifies certain procedures to
govern the nomination of directors by shareholders. Any shareholder
desiring to nominate an individual for election as a director must notify the
Secretary of Firstbank, in writing, of his or her desire to do so. The
notice must be delivered or mailed by first class U.S. mail, postage prepaid,
to the Secretary at least 14 days in advance of any shareholders meeting
called for the election of directors. If less than 21 days, notice of such a
shareholders meeting is given, a shareholder must deliver or mail the
prescribed notice not later than the close of business on the seventh day
following the day on which the notice of the meeting was mailed to
shareholders.
The required notice must set forth (a) the name, age, business address
and, if known, residence address of each nominee proposed in such notice,
(b) the principal occupation or employment of each nominee, and (c) the
number of shares of common stock of Firstbank beneficially owned by each
such nominee. Evidence of each nominee's willingness to serve must also
be provided.
EXECUTIVE COMPENSATION
The following table summarizes compensation earned in 1995, 1994 and 1993
by Firstbank's executive officers.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Other Options All
Annual (Number Other
Compen- of Compen-
Name and Principal Position Year Salary Bonus sation 1 Shares) 2 sation 3
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Mark H. Ferguson 1995 $335,000 $93,800 $16,200 5,000 $ 7,987
Chairman of the Board and 1994 315,000 87,000 15,000 6,000 10,350
Chief Executive Officer 1993 285,000 80,000 19,350 4,500 10,343
Larry A. Burton 1995 $178,500 $14,400 $ 0 2,500 $ 7,837
Executive Vice President 1994 4 175,000 35,000 1,400 3,750 10,350
1993 4 163,000 42,070 8,400 3,000 10,343
Sandra L. Stolte 1995 4 $178,500 $31,292 $ 6,000 2,500 $13,087
Executive Vice President 1994 4 160,000 40,000 12,000 3,750 16,900
1993 4 144,000 38,131 12,000 3,000 21,277
David W. Waggoner 1995 $189,881 $40,114 $ 3,000 2,500 $16,164
Executive Vice President 1994 182,420 43,750 3,000 3,750 19,435
1993 150,297 35,220 3,750 3,000 10,377
Chris R. Zettek 1995 $120,000 $25,200 0 2,500 $ 6,390
Executive Vice President and 1994 110,000 27,500 0 3,750 7,589
Chief Financial Officer 1993 94,000 26,311 0 3,000 6,486
</TABLE>
(1) Directors' fees for Firstbank and its subsidiaries paid to
Messrs. Ferguson, Burton, Waggoner, and Ms. Stolte
(2) Option shares listed for 1995 and 1994 were actually awarded in
January 1996 and 1995, respectively.
(3) Employer contributions to the Firstbank Profit-Sharing Thrift Plan
and subsidiary bank profit sharing plan, if applicable.
(4) Amounts for Ms. Stolte in 1995, 1994 and 1993 and Mr. Burton in 1994
and 1993 include amounts each earned in their capacities as Firstbank
subsidiary bank presidents.
Incentive Compensation Plan
The Board of Directors adopted an incentive compensation program for the
benefit of the executive officers named in the Summary Compensation Table
and certain other officers of Firstbank and its subsidiaries. The program
provides that Firstbank and its subsidiaries must satisfy certain minimum
net income requirements as defined in the plan before any payments may be
made. Depending on the group in which an executive officer is included,
the amount of Firstbank's net income and progress toward individual goals,
Mr. Ferguson may receive up to 40% of his base salary and the remaining
executive officers may receive up to 30% of his or her base salary. Any
payments under the program must be approved by the Compensation, Benefits
and Officer Nominating Committee of the Firstbank Board of Directors. The
cash compensation accrued in 1995 for Firstbank's executive officers
pursuant to this program for services rendered in 1995 is included under
the "Bonus" category in the Summary Compensation Table.
Incentive Stock Option Plan
Firstbank maintains the Firstbank Incentive Stock Option Plan (the "Option
Plan") to provide additional benefits to Firstbank's and its subsidiaries'
employees. Under the Option Plan, approved by shareholders at the 1994
Annual Meeting, selected officers or key employees of Firstbank and its
subsidiaries are granted options to purchase Firstbank stock at a purchase
price equal to the fair market value of Firstbank stock at the time the
options are granted. The grantees of the options and the number of options
granted are determined by the Board of Directors of Firstbank upon the
recommendations of the Compensation, Benefits and Officer Nominating
Committee. Options granted pursuant to the Option Plan can be exercised
only during the period beginning two years after the date they are granted
and ending ten years after the date they are granted.
Options granted to executive officers under the Option Plan approved by
the Compensation, Benefits and Officer Nominating Committee are reported in
the Summary Compensation Table. A total of 10,425 options were exercised by
Firstbank executive officers in 1995.
The following table summarizes the named executive officer's stock option
activity during 1995. Unexercised options reported include options awarded
January 2, 1996.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1995 OPTION VALUES
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
Shares December 31, 1995 at December 31, 1995
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<CAPTION>
<S> <C> <C> <C> <C>
Mark H. Ferguson 4,750 $93,417 38,150/ $661,519/
Chairman of the Board and 14,600 56,000
Chief Executive Officer
Larry A. Burton 3,000 $62,375 25,500/ $418,749/
Executive Vice President 6,250 19,531
Sandra L. Stolte 0 0 18,000/ $259,062/
Executive Vice President 6,250 19,531
David W. Waggoner 1,750 $32,958 16,250/ $227,198/
Executive Vice President 6,250 19,531
Chris R. Zettek 925 $19,810 17,075/ $248,618/
Executive Vice President 6,250 19,531
and Chief Financial Officer
</TABLE>
Report of the Compensation, Benefits and Officer Nominating Committee of the
Board of Directors
The Compensation, Benefits and Officer Nominating Committee ("Compensation
Committee" or "Committee") of the Board of Directors establishes the general
compensation policies of Firstbank, establishes the compensation plans and
specific compensation levels for executive officers and administers the
Incentive Compensation Plan and the Option Plan. The Compensation Committee
is composed of five independent, non-employee directors. The Compensation
Committee, chaired by one of the independent directors, receives input from
Firstbank's Chief Executive Officer ("CEO") relative to compensation for
other executive officers.
The Compensation Committee believes that the CEO's compensation should be
heavily influenced by Firstbank's performance. Therefore, although there is
necessarily some subjectivity in setting the CEO's salary, major elements of
the compensation package are directly tied to company performance. The
Committee establishes the CEO's salary by considering the salaries of CEO's
of comparably-sized companies and their performance according to
independently accumulated data obtained by the Committee.
The CEO's incentive cash bonus has been established primarily as a direct
function of Firstbank's earnings growth during the most recent fiscal year.
The Committee, in connection with Firstbank's budgeting process, establishes
a minimum target for earnings, and the CEO's bonus for the fiscal year is
largely a function of the amount by which the minimum earnings target is met
or exceeded during the fiscal year. In January of 1996, a cash bonus of
$93,800 was paid to the CEO based on 1995 earnings. For fiscal year 1996, a
target and formula have been established in a similar fashion.
Stock options were granted to the CEO, as well as to other key employees,
primarily based on the employees' contribution to the long-term growth and
profitability of Firstbank. In January 1996, 5,000 options were granted to
the CEO as approved by the Committee and Board of Directors.
The Compensation Committee has adopted similar policies with respect to
the compensation of other executive officers of Firstbank. Using independent
salary survey data, the Committee reviews the base salaries for persons
holding positions of similar responsibility at other companies. In addition,
the Committee also considers factors such as relative company performance,
and each individual's past performance and future potential in establishing
the base salaries of executive officers.
The Committee's policy regarding other elements of the compensation
package for executive officers is similar to the CEO's in that the annual
bonus payments are largely tied to achievement of performance targets. The
annual cash bonus for executives other than the CEO is primarily composed of
three elements: (i) Firstbank's earnings as compared to the minimum target
established; (ii) achievement of objectives related to the executive's area
of responsibility; and (iii) the executive's progress toward individual goals.
As with the CEO, the number of options granted to other officers is
determined by the subjective evaluation of the executive's ability to
influence Firstbank's long-term growth and profitability. All options are
granted with an exercise price equal to the current market price. Since the
value of the option bears a direct relationship to Firstbank's stock price,
it is an effective incentive for managers to create value for stockholders.
The Committee therefore views stock options as an important component of its
long-term, performance-based compensation philosophy. In January 1996,
executive officers other than the CEO were each granted 2,500 options as
approved by the Committee and Board of Directors.
Members of the Compensation Committee for 1995:
William R. Schnirring, Chairman William T. Grant, Jr.
Robert W. Jackson Robert L. Sweney
E. Jack Thornburg
Profit sharing Thrift Plan
The Firstbank Profit-Sharing Thrift Plan (the "Thrift Plan") was
initiated in 1982 for the benefit of Firstbank's and its subsidiaries'
employees. Each subsidiary of Firstbank has elected to participate in the
Thrift Plan. Participation is therefore available to employees of Firstbank
and its subsidiaries who have completed one year of service and have worked
at least 1,000 hours during the applicable plan year. The Thrift Plan was
amended effective April 1, 1995, to allow each participating employee (of
Firstbank or its applicable subsidiary) the opportunity to defer up to 15% of
their annual compensation, to provide opportunity for diversification through
alternative investment options, and to adjust the matching contribution
schedule. The Thrift Plan currently matches between 50% and 100% of employee
contributions up to 6% of their compensation, with the employer's
contribution depending upon Firstbank's return on equity for the applicable
year. At December 31, 1995, 706 employees of Firstbank and its subsidiaries
were participants in the Thrift Plan.
Retirement Plan
Firstbank has adopted the Firstbank Retirement Plan ("Plan"), a defined
benefit plan, to provide retirement benefits for Firstbank's and its
subsidiaries' employees. A subsidiary's employees are covered by the
Firstbank Plan if and when the subsidiary adopts the Plan. The United
Illinois Bank of Southern Illinois (now known as Central Bank), of which
Mr. Waggoner was President and Chief Executive Officer, and Central Bank, of
which Ms. Stolte is President and Chief Executive Officer, have not adopted
the Plan, and therefore continue to be covered under a separate profit
sharing plan.
Set forth below are estimated annual benefits payable under the Firstbank
Plan. These benefits are payable during the participants' lifetimes upon
retirement at age 65 in the remuneration and service classes specified.
Pension benefits may be paid in other forms which are actuarially equivalent
to the benefits listed below. For purposes of the table below, "Average
Annual Compensation" generally means the average of the participants'
compensation, as defined in the Plan, during the five consecutive calendar
years prior to retirement.
Average Years of Credited Service
Annual Compensation 10 15 20 25 30 35
$50,000 $10,315 $15,472 $20,630 $25,787 $28,287 $30,787
75,000 16,315 24,472 32,630 40,787 44,537 48,287
100,000 22,315 33,472 44,630 55,787 60,787 65,787
125,000 28,315 42,472 56,630 70,787 77,037 83,287
150,000 34,315 51,472 68,630 85,787 93,287 100,787
At December 31, 1995, Mr . Burton had 16 years, Mr. Ferguson had 9 years
and Mr. Zettek had 8 years credited service for purposes of the Plan. The
maximum annual benefit (defined in Internal Revenue Code Section 415) payable
from a qualified defined benefit pension plan as a single life annuity during
1995 is $120,000. The compensation limits of Internal Revenue Code Section
401(a)(17) have also been taken into account in determining the benefits
listed in this table. For any Plan participant in the 1995 Plan year,
a qualified plan may not take into account annual compensation greater than
$150,000 (indexed annually).
Firstbank has amended and restated the Plan to conform to regulations
under the Tax Reform Act of 1986. All employees who terminate or retire
after December 31, 1988, will receive the greater of their benefit calculated
under the current formula or their frozen accrued benefit under any prior
formula.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
Firstbank has entered into an agreement with Mr. Ferguson pursuant to which
certain payments could be made to him in the event of a change in his
responsibilities following a change in control of Firstbank. The agreement
provides that if a change in control occurs and a subsequent termination of
Mr. Ferguson's employment occurs, other than for cause or because of
disability, death or voluntary retirement, Firstbank will pay his salary
through the date of termination and an amount equal to two and one-half times
his annual base salary in effect at the date of termination plus his prior
year's incentive compensation award. Firstbank has entered into similar
agreements with Messrs. Burton, Waggoner, Zettek and Ms. Stolte except
Firstbank will pay their annual base salaries in effect at the date of
termination plus their prior year's incentive compensation awards for one
year. The agreements provide that the assignment to Messrs. Burton, Ferguson,
Waggoner, Zettek or Ms. Stolte of duties or responsibilities different from
those typically assigned to senior bank holding company executives, the
reduction of his or her base salary, or the failure to continue existing
employee benefit plans, will constitute termination of employment.
Directors' Compensation
Firstbank paid each of its directors a fee of $13,200 in 1995 to serve as
a director and member of the committees to which he was appointed. Directors
serving on the Loan and Discount Committee were paid an additional $150 per
meeting and met twelve times during 1995.
In addition to the directors' fees, the shareholders of Firstbank approved
a Directors Stock Option Plan at the 1994 Annual Meeting. Under the
Directors Stock Option Plan, all non-employee directors are automatically
granted options each June 1, beginning in 1994 and ending in 1996, for 1,500
shares of Firstbank common stock exercisable immediately and expiring ten
years from the date granted or prior to the termination of his term as a
director, whichever is earlier. The purchase price is equal to the fair
market value of Firstbank stock at the time the options are granted or the
book value of the common stock at that time, whichever is greater. Under an
identical plan previously in place, each June 1, beginning in 1988 and ending
in 1992, a non-employee director continuing, elected or re-elected as a
member of the Board received an option to purchase 1,500 shares of Firstbank
common stock. All the options granted under these Directors Stock Option
Plans are reflected in the table under "Voting Securities and Principal
Holders Thereof".
CERTAIN TRANSACTIONS
Several of the present and former officers and directors of Firstbank and
its subsidiaries and principal shareholders of Firstbank and/or their
associates have been or presently are indebted to one or more of Firstbank's
subsidiary banks. All such indebtedness was incurred in the ordinary course
of business and on substantially the same terms, including interest rates,
collateral and repayment terms on extensions of credit, as those prevailing
at the time for comparable transactions with other persons, and did not
involve more than normal risks of collectibility or present other unfavorable
features. Firstbank expects that such persons and/or their associates will
borrow additional funds from Firstbank subsidiaries in the future, all of
which borrowings will be obtained on a similar basis. Firstbank and its
subsidiaries have for several years retained the services of Zemenick &
Walker, Inc., of which Richard E. Zemenick is Chairman. Fees paid by
Firstbank to Zemenick & Walker, Inc. during 1995 were approximately $93,000.
FIRSTBANK PERFORMANCE
The following graph sets forth the cumulative shareholder return (assuming
reinvestment of dividends) to Firstbank's shareholders during the five year
period ended December 31, 1995, as well as the Standard & Poors overall stock
market index (S & P 500 Index) and Firstbank's peer group index published by
Keefe, Bruyette & Woods, Inc. (KBW 50 Index).
1990 1991 1992 1993 1994 1995
S & P 100.00 130.48 140.41 154.56 156.60 215.45
KBW 50 100.00 158.27 201.68 212.85 201.99 323.52
Firstbank 100.00 158.81 216.39 213.27 234.60 288.37
NOTE: The stock performance graph assumes $100 was invested on
January 1, 1990, and all dividends are reinvested.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of KPMG Peat Marwick LLP served as independent public
accountants for Firstbank and its subsidiaries for the year 1995 and has been
appointed by the Board of Directors to serve in such capacity for Firstbank
and its subsidiaries in 1996. A representative of KPMG Peat Marwick LLP will
be present at the annual meeting, will be available to respond to questions
of shareholders and will be permitted to make a statement if he or she
desires to do so.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Firstbank believes that during 1995, its officers and directors complied
with all filing requirements under Section 16(a) of the Securities Exchange
Act of 1934.
PROPOSALS OF SECURITY HOLDERS
Any security holder wishing to submit a proposal to be presented at the
annual meeting in 1997 must forward such proposal to the President of
Firstbank on or before December 5, 1996. Upon receipt of such a proposal,
management will determine, in accordance with regulations governing the
solicitation of proxies, whether or not to include the proposal as part of
the proxy materials submitted to the security holders prior to the 1997
Annual Meeting.
SOLICITATION STATEMENT
The costs of this solicitation of proxies will be borne by Firstbank. In
addition to the use of the mails, solicitation may be made by regularly
engaged employees of Firstbank and its subsidiaries by telephone or personal
contact.
UPON WRITTEN REQUEST WITHOUT CHARGE TO ANY SHAREHOLDER, FIRSTBANK WILL
PROVIDE ADDITIONAL COPIES OF ITS ANNUAL REPORT ON FORM 10-K AND THE SCHEDULES
THERETO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FISCAL YEAR
1995. ALL SUCH INQUIRES SHOULD BE DIRECTED TO CHRIS R. ZETTEK, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, FIRSTBANK OF ILLINOIS CO.,
205 SOUTH FIFTH STREET, SPRINGFIELD, ILLINOIS, 62701.
BY ORDER OF THE BOARD OF DIRECTORS
Chairman of the Board
FIRSTBANK OF ILLINOIS CO.
205 South Fifth Street
Springfield, Illinois 62701
PROXY FOR 1996 ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Shareholder(s) of FIRSTBANK OF ILLINOIS CO., Springfield,
Illinois, hereby appoint(s)
Jeffrey B. Coultas, William J. Meyer, Jr., William W. Patton, or any one of
them (with full power to act alone) my true and lawful attorney with full
power of substitution, to represent and to vote as designated below all of
the shares of the common stock of said corporation standing in my name on
its books on March 15, 1996, at the Annual Meeting of its Shareholders to be
held in the Illinois Room on the mezzanine level of the Springfield Hilton,
Seventh and Adams Streets, Springfield, Illinois 62701, on April 29, 1996, at
3:00 p.m., or at any adjournments thereof:
1. ELECTION OF DIRECTORS
For all nominees listed below Withhold authority to vote for all
nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Leo J. Dondanville, Jr.
Mark H. Ferguson
William T. Grant, Jr.
2. In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
This proxy when properly executed shall be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this
proxy shall be voted for all the nominees listed in Proposal 1.
The Board of Directors recommends a vote "FOR" each of the listed
propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
(L.S.)
(L.S.)
(Signature of Shareholder)
Dated: , 1996 Signature(s) should be exactly as appears on
printed label affixed to this proxy. All
joint owners must sign.
Proxy must be dated at time of signature.
When signing as corporate representative,
attorney, executor, administrator, trustee
or guardian, please give full title. If
more than one trustee, all should sign.
