<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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FOURTH FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
FOURTH FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
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):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
---------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS OF
FOURTH FINANCIAL CORPORATION
Notice is hereby given that the 1995 Annual Meeting of Stockholders of
Fourth Financial Corporation will be held on the 20th day of April, 1995, at
2:00 p.m., in the auditorium on the Lower Level of the Fourth Financial Center,
100 North Broadway, Wichita, Kansas, for the following purposes:
1. To elect three directors for a term of three years ending at the
1998 Annual Meeting of Stockholders and until their respective successors
shall have been elected and qualified;
2. To approve and ratify the appointment of Ernst & Young LLP,
independent public accountants, as auditors for the fiscal year ending
December 31, 1995; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The management of the Corporation is aware of no other matters that will
come before the meeting. Only holders of common stock of record at the close of
business on March 1, 1995, will be entitled to notice of the meeting or to vote.
By Order of the Board of Directors
WILLIAM J. RAINEY
SECRETARY
Dated: March 20, 1995
IMPORTANT: YOU ARE REQUESTED TO MARK, DATE, AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE EVEN IF YOU PLAN
TO ATTEND THE MEETING. STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW
THEIR PROXIES PRIOR TO THE EXERCISE THEREOF AND VOTE IN PERSON IF THEY SO
DESIRE.
<PAGE>
FOURTH FINANCIAL CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of Fourth Financial
Corporation, a Kansas corporation (the "Company"), for use at the 1995 Annual
Meeting of Stockholders of the Company on April 20, 1995 at 2:00 p.m., in the
auditorium on the Lower Level of the Fourth Financial Center, 100 North
Broadway, Wichita, Kansas, for the purposes set forth in the attached Notice of
Annual Meeting of Stockholders.
The principal executive offices of the Company are located at 100 North
Broadway, Post Office Box 4, Wichita, Kansas 67201.
The approximate date on which this Proxy Statement and the accompanying form
of proxy are being first sent or given to stockholders is March 20, 1995.
VOTING AT MEETING
Only holders of record of common stock of the Company, par value $5 per
share ("Common Stock"), on the books of the Company at the close of business on
March 1, 1995, will be entitled to vote at the meeting. On March 1, 1995, there
were 27,602,896 shares of Common Stock issued and outstanding. These shares are
all of one class, and each share is entitled to one vote, except that holders of
Common Stock have cumulative voting rights which means that each stockholder is
entitled, in voting for directors, to as many votes as equals the number of
shares of stock held by the stockholder on the record date multiplied by the
number of directors to be elected, and such votes may all be cast for a single
candidate or may be distributed among several or all of the candidates as the
stockholder sees fit. The Board of Directors is seeking discretionary authority
to accumulate votes for the election of directors as the proxy holders see fit.
Shares cannot be voted at the meeting unless the registered owner is present or
represented by proxy. When proxies in the accompanying form are properly
executed and returned, the shares represented thereby will be voted at the
meeting as directed on the proxy form.
In the absence of instructions to the contrary, the shares will be voted by
the proxy holders for the election of the three nominees named below (reserving,
however, the right to accumulate proxy votes and to distribute them among some
or all of the nominees in their discretion) and for the approval of the
appointment of Ernst & Young LLP as auditors. There are no rights of appraisal
or similar rights of dissenters with respect to any of the matters proposed to
be considered at the meeting. Proxies may be revoked or withdrawn at any time
prior to the exercise thereof.
Although shares represented by proxies containing abstentions or indicating
broker non-votes will be considered as present at the meeting for purposes of
determining the presence of a quorum, abstentions and broker non-votes will not
otherwise be counted on any matters submitted to a vote at the meeting.
STOCK OWNERSHIP
Set forth below is certain information as of March 1, 1995, obtained from
information furnished by the person named below, concerning ownership of the
Company's Common Stock, the only class of the Company's voting securities, by
the only person known to the Company to be the beneficial owner of more than 5%
of such class of securities.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ----------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
Velma L. Wallace................................................. 1,514,588 5.49%
590 Fourth Financial Center
Wichita, Kansas 67202
</TABLE>
1
<PAGE>
Included in the shares beneficially owned by Mrs. Wallace are 718,454 shares
owned by the Dwane L. Wallace Testamentary Trust, of which Mrs. Wallace is
trustee, 347,739 shares owned by Mrs. Wallace, 424,916 shares held in four
revocable trusts of which Mrs. Wallace is a co-trustee, and 23,479 shares owned
by a charitable foundation. Mrs. Wallace shares voting and investment powers as
to the 424,916 shares held by the trusts.
Set forth in the following table is certain information as of March 1, 1995
as to the number of shares of Common Stock beneficially owned by each director
of the Company, by the Company's chief executive officer and its four other most
highly compensated executive officers, and by the officers and directors of the
Company as a group. Included in the shares shown as owned by certain directors
are shares owned beneficially by spouses and children of directors, shares held
by trusts in which certain directors have beneficial interests or of which they
serve as trustees, and shares owned by corporations controlled by a director. In
calculating the percentages shown, as required by the proxy solicitation rules
of the Securities and Exchange Commission: (i) the numbers of shares owned by
Mr. Greer, Mr. Keller, Mr. Knudson, Mr. Pledger, and Mr. Ritchey and by all
officers and directors as a group were increased by 18,225 shares, 4,294 shares,
29,227 shares, 5,616 shares, 4,162 shares, and 79,172 shares, respectively, to
include the shares they had the right to purchase within 60 days of March 1,
1995, under the Company's Incentive Stock Option Plans and 1993 Employee Stock
Purchase Plan; (ii) the number of shares owned by Mr. Meyer and the number of
shares owned by all officers and directors as a group were increased by 1,048
shares to reflect the number of shares of Common Stock Mr. Meyer can
beneficially acquire upon conversion of Depositary Shares representing interests
in the Company's Class A Cumulative Convertible Preferred Stock ("Depositary
Shares") held by him; and (iii) the number of shares owned by each non-employee
director was increased by 4,000 shares (6,000 shares in the case of Mr. Klein)
and the number of shares owned by all officers and directors as a group was
increased by 46,000 shares to include the shares non-employee directors had the
right to purchase under the Company's Non-Employee Directors Stock Option Plan.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED CLASS
- ----------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
Lionel D. Alford................................................. 74,744 0.27%
Thomas R. Clevenger.............................................. 303,311(1) 1.10
K. Gordon Greer.................................................. 34,790 0.13
Jordan L. Haines................................................. 85,733 0.31
Lawrence M. Jones................................................ 10,771 0.04
Edward F. Keller................................................. 26,988 0.10
Joseph M. Klein.................................................. 181,401 0.66
Darrell G. Knudson............................................... 61,094 0.22
Fred L. Merrill.................................................. 105,745 0.38
Russell W. Meyer, Jr............................................. 222,188 0.80
Laird G. Noller.................................................. 14,366 0.05
Patrick E. O'Shaughnessy......................................... 31,516 0.11
Clayton D. Pledger............................................... 11,566 0.04
Michael R. Ritchey............................................... 27,191 0.10
Robert F. Vickers................................................ 303,777(2) 1.10
Kenneth J. Wagnon................................................ 88,098 0.32
All officers and directors as a group (21 persons)............... 1,636,903(3) 5.93
<FN>
- ------------------------
(1) Includes 31,850 shares as to which Mr. Clevenger holds voting power but not
investment power.
(2) Includes 298,150 shares as to which Mr. Vickers shares voting and
investment powers.
(3) Does not include 1,514,588 shares beneficially owned by Velma L. Wallace,
an Advisory Director of the Company.
</TABLE>
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes of
directors. At each annual meeting of stockholders, members of one class, on a
rotating basis, are elected for three-year terms. Vacancies on the Board of
Directors are filled by the remaining members of the class in which the vacancy
occurs.
Pursuant to the Company's Restated Articles of Incorporation and Bylaws, the
Board of Directors, by resolution at its regular January, 1995 meeting, fixed
the number of directors at ten and nominated the following three persons,
constituting Class I of the Company's three classes of directors, to be elected
to serve three-year terms:
Thomas R. Clevenger Jordan L. Haines Patrick E. O'Shaughnessy
All three nominees are currently directors of the Company. Mr. Clevenger and Mr.
Haines were elected at the 1992 Annual Meeting of Stockholders, and Mr.
O'Shaughnessy was elected at the 1993 Annual Meeting of Stockholders. Mr.
O'Shaughnessy's term would not have expired until the 1996 Annual Meeting of
Stockholders. In order to keep the number of directors in each class as nearly
equal as possible, Mr. O'Shaughnessy submitted his resignation as a Class II
Director in January, 1995, and was immediately appointed as a Class I Director.
Director Fred L. Merrill, who was appointed as a Class I Director in 1992,
and Director Lionel D. Alford, who was elected as a Class I Director in 1992,
are not standing for election in order to comply with the Board's policy
prohibiting service by a director beyond the annual meeting following his 70th
birthday.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the three nominees named above, reserving the right,
however, to accumulate their votes and distribute them among the nominees in
their discretion. Although it is not expected that any nominee will decline or
be unable to serve as a director, in either such event, the proxies will be
voted by the proxy holders for such other person as may be designated by the
Executive Committee of the present Board of Directors. To be elected a director,
each nominee must receive the favorable vote of a plurality of the votes cast at
the meeting.
During 1994, the Company's Board of Directors held nine meetings and Board
committees held 33 meetings. All directors attended at least 75% of the total
number of the Company's Board and Board committee meetings held during the year
which they were eligible to attend except Mr. Klein who attended 63%.
All directors elected at the 1994 Annual Meeting received the vote of at
least 99.7% of the total number of shares represented at the meeting either in
person or by proxy.
Information as of March 1, 1995, concerning each director whose term will
continue after the 1995 Annual Meeting is set forth below. Information
concerning the director's occupation or employment refers to the director's
principal occupation or employment for the past five years. Information
concerning the Common Stock and Depositary Shares of the Company beneficially
owned by the directors is set forth in a preceding section of this Proxy
Statement captioned "Stock Ownership".
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE THREE
NOMINEES.
3
<PAGE>
CLASS I -- NOMINEES FOR A THREE-YEAR TERM EXTENDING UNTIL 1998 ANNUAL MEETING
<TABLE>
<S> <C>
- -------------- Investments, Wichita, Kansas; former President (August 1988-August
- -------------- 1990) and Vice Chairman of the Board (July 1987-August 1988) of the
- -------------- Company; former Chairman (until January 1990) of BANK IV Topeka;
- -------------- Director, Western Resources, Inc.; Director of the Company since
- -------------- 1985. Age 60.
- --------------
- --------------
- --------------
THOMAS R. CLEVENGER
</TABLE>
<TABLE>
<S> <C>
- -------------- Chairman of the Board of the Company until his retirement in July
- -------------- 1991, and former Chairman of the Board of BANK IV Wichita (prior to
- -------------- January 1991), Wichita, Kansas; Director, KN Energy, Inc., Southern
- -------------- Pacific Railway Corp., and The Coleman Company, Inc.; Director of the
- -------------- Company since 1968. Age 67.
- --------------
- --------------
- --------------
JORDAN L. HAINES
</TABLE>
<TABLE>
<S> <C>
- -------------- Chairman and Chief Executive Officer, Lario Oil & Gas Company (oil
- -------------- exploration), Wichita, Kansas; Director of the Company, 1972-1987 and
- -------------- since 1993. Age 51.
- --------------
- --------------
- --------------
- --------------
- --------------
PATRICK E. O'SHAUGHNESSY
</TABLE>
4
<PAGE>
CLASS II -- DIRECTORS CONTINUING IN OFFICE UNTIL 1996 ANNUAL MEETING
<TABLE>
<S> <C>
- -------------- Chairman (since October 1990) and Chief Executive Officer (since
- -------------- 1989) until his retirement in December, 1993, Director, and former
- -------------- President (1989-1990), The Coleman Company, Inc. (manufacturer of
- -------------- outdoor recreational products), Wichita, Kansas; Director, Fleming
- -------------- Companies, Inc., and Union Pacific Corporation; Director of the
- -------------- Company, 1977-87 and since 1990. Age 63.
- --------------
- --------------
LAWRENCE M. JONES
</TABLE>
<TABLE>
<S> <C>
- -------------- Chairman of the Board and Chief Executive Officer (since July 1991)
- -------------- and President (since March 1992) of the Company, Wichita, Kansas;
- -------------- Vice Chairman of the Company, December 1990-June 1991; Director and
- -------------- former Chairman of the Board (December 1991-December 1992), BANK IV
- -------------- Kansas; Director, BANK IV Oklahoma; Vice Chairman of First Bank
- -------------- System, Inc. (Minnesota-based multi-bank holding company) (1982-90);
- -------------- Director of the Company since December 1990. Age 57.
- --------------
DARRELL G. KNUDSON
</TABLE>
<TABLE>
<S> <C>
- -------------- Trustee and Administrator, The Vickers Trusts, Wichita, Kansas;
- -------------- Director of the Company since 1971. Age 60.
- --------------
- --------------
- --------------
- --------------
- --------------
- --------------
ROBERT F. VICKERS
</TABLE>
<TABLE>
<S> <C>
- -------------- Owner, franchise restaurants and other investments, and President,
- -------------- Capital Enterprises, Inc. (accounting and management services),
- -------------- Wichita, Kansas; Director, Western Resources, Inc., and Telematic
- -------------- Corporation; Director of the Company since 1983. Age 56.
- --------------
- --------------
- --------------
- --------------
KENNETH J. WAGNON
</TABLE>
5
<PAGE>
CLASS III -- DIRECTORS CONTINUING IN OFFICE UNTIL 1997 ANNUAL MEETING
<TABLE>
<S> <C>
- -------------- President, CCI Corporation (truck parts distributor), Tulsa,
- -------------- Oklahoma; Director, BANK IV Oklahoma; Director of the Company since
- -------------- 1992. Age 63.
- --------------
- --------------
- --------------
- --------------
- --------------
JOSEPH M. KLEIN
</TABLE>
<TABLE>
<S> <C>
- -------------- Chairman and Chief Executive Officer, The Cessna Aircraft Company
- -------------- (general aviation aircraft manufacturer), Wichita, Kansas; Director,
- -------------- Western Resources, Inc.; Director of the Company, 1975-87 and since
- -------------- 1991. Age 62.
- --------------
- --------------
- --------------
- --------------
RUSSELL W. MEYER, JR.
</TABLE>
<TABLE>
<S> <C>
- -------------- President, Noller Enterprises (automobile dealerships), Lawrence,
- -------------- Kansas; Director of the Company since 1988. Age 58.
- --------------
- --------------
- --------------
- --------------
- --------------
- --------------
LAIRD G. NOLLER
</TABLE>
6
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
Each director of the Company is compensated for services as a director by an
annual retainer of $7,000 and a fee of $1,250 for each board meeting attended.
Directors who are not employees of the Company or one of its subsidiaries
("Non-Employee Directors") also receive $500 for each board committee meeting
attended ($750 in the case of committee chairmen). The Company also reimburses
directors for their out-of-pocket expenses incurred in the performance of their
services for the Company.
Non-Employee Directors are permitted under the Fourth Financial Corporation
Amended and Restated Non-Employee Directors Deferred Fee Plan, last amended by
stockholders in 1993, to elect each year to defer receipt of all, but not less
than all, such compensation to be earned in the ensuing year. Such deferred fees
are credited either to an account that bears interest at an annual rate one
percentage point less than the "prime" interest rate in effect at Chemical Bank,
N.A., New York (or a higher rate established by the Board's Compensation and
Personnel Committee) or to an account consisting of "Units" valued as if they
were shares of Common Stock. A director who ceases to be a director may elect to
have Units converted either to Common Stock or to cash at the then fair market
value of the Common Stock, but an election to receive stock must be approved by
the Board's Compensation and Personnel Committee. Directors must irrevocably
elect the extent to which they will receive Units when they first elect to
participate in the plan and may not thereafter change their election. During
1994, Non-Employee Directors of the Company deferred an aggregate of $217,551 of
fees, of which $25,100 was credited to interest-bearing accounts and $192,451
was credited to Units.
The Fourth Financial Corporation 1993 Non-Employee Directors Stock Option
Plan (the "Directors Option Plan"), adopted by the stockholders of the Company
in 1993, provides that on the first Monday following the Company's annual
meeting of stockholders each Non-Employee Director of the Company receives an
option to acquire 2,000 shares of Common Stock and each Non-Employee Director of
a subsidiary of the Company receives an option to acquire 1,000 shares. Each
option is immediately exercisable and expires ten years from the date of grant.
The exercise price of each option is the greater of the simple average of the
last bid and asked prices of the Common Stock on the date of grant, as reported
in the NASDAQ quotation system, or the last such reported sales price on that
date. In 1994, each qualifying Non-Employee Director received options having an
exercise price of $27.50 per share.
7
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all of the cash and other
compensation paid or to be paid by the Company and its subsidiaries to the
Company's chief executive officer and the four other most highly compensated
executive officers during the fiscal years indicated for services rendered in
all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
----------------------------------------- COMPENSATION
OTHER -------------
ANNUAL AWARDS ALL OTHER
SALARY(1) BONUS COMPENSATION(2) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ---------------------------------------- --------- --------- --------- ------------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Darrell G. Knudson ..................... 1994 $ 418,077 $ 375,000 $ 753 70,895(3) $ 18,565(4)
Chairman of the Board, President, and 1993 363,838 300,000 692 25,856 20,005(5)
Chief Executive Officer of the Company 1992 323,750 226,463 618 20,921 19,563(6)
K. Gordon Greer ........................ 1994 238,800 125,000 650 30,895(3) 17,840(4)
Chairman of the Board, President, and 1993 238,450 116,000 616 12,856 21,072(5)
Chief Executive Officer of BANK IV 1992 232,750 110,485 570 5,921 20,834(6)
Kansas, National Association
Edward F. Keller ....................... 1994 208,800 60,000 293 22,816(3) 13,043(4)
Chairman of the Board, President, and 1993 205,046 75,000 268 0 14,605(5)
Chief Executive Officer of BANK IV 1992 0 0 0 15,000 0
Oklahoma, National Association
Clayton D. Pledger ..................... 1994 139,923 56,780 0 14,616(3) 4,226(4)
Executive Vice President, Operations 1993 135,385 52,620 0 8,778 5,307(5)
and Technology Division, of the Company 1992 129,385 55,987 0 7,000 2,489(6)
Michael R. Ritchey ..................... 1994 133,115 52,000 282 14,600(3) 11,814(4)
President, Trust and Asset Management, 1993 126,654 54,800 304 6,749 12,699(5)
and Senior Trust Officer of the Company 1992 123,000 49,532 279 7,511 12,467(6)
<FN>
- ------------------------------
(1) Includes directors' fees paid to Mr. Knudson of $17,500 for 1994, $27,300
for 1993, and $23,750 for 1992; directors' fees paid to Mr. Greer of
$13,800 for 1994, $13,450 for 1993, and $7,750 for 1992; and directors'
fees paid to Mr. Keller of $8,800 for 1994 and $11,200 for 1993.
(2) Amounts paid to reimburse officers for payment of taxes on split-dollar
insurance premiums.
(3) Includes options granted under incentive stock option plan on January 19,
1994, and on December 14, 1994.
(4) Includes amounts paid as matching contributions under the Company's savings
and investment plan on behalf of Messrs. Knudson, Greer, Keller, Pledger,
and Ritchey of $4,530, $4,530, $4,530, $4,226, and $3,739, respectively,
and the dollar benefits to Messrs. Knudson, Greer, Keller, and Ritchey of
premium payments under split-dollar life insurance policies of $1,197,
$1,150, $457, and $518, respectively, for the value of term life insurance,
and $12,838, $12,160, $8,056, and $7,557, respectively, for the remainder
of the premium paid by the Company to be refunded to the Company upon the
death of the named executive officer or on termination of the agreement.
(5) Includes amounts paid as matching contributions under the Company's savings
and investment plan on behalf of Messrs. Knudson, Greer, Keller, Pledger,
and Ritchey of $5,970, $7,762, $6,092, $5,307, and $4,624, respectively,
and the dollar benefits to Messrs. Knudson, Greer, Keller, and Ritchey of
premium payments under split-dollar life insurance policies of $1,108,
$1,084, $432, and $496, respectively, for the value of term life insurance,
and $12,927, $12,226, $8,081, and $7,579, respectively, for the remainder
of the premium paid by the Company to be refunded to the Company upon the
death of the named executive officer or on termination of the agreement.
(6) Includes amounts paid as matching contributions under the Company's savings
and investment plan on behalf of Messrs. Knudson, Greer, Pledger, and
Ritchey of $5,528, $7,524, $2,489, and $4,392, respectively, and the dollar
benefits to Messrs. Knudson, Greer, and Ritchey of premium payments under
split-dollar life insurance policies of $932, $1,030, and $471,
respectively, for the value of term life insurance, and $13,103, $12,280,
and $7,604, respectively, for the remainder of the premium paid by the
Company to be refunded to the Company upon the death of the named executive
officer or on termination of the agreement.
</TABLE>
8
<PAGE>
The following table contains information concerning options to purchase
Common Stock granted during the past fiscal year under the Company's incentive
stock option ("ISO") and employee stock purchase ("ESP") plans to the Company's
chief executive officer and the four other most highly compensated executive
officers.
The grant date values shown below were calculated using a modified
Black-Scholes option pricing model. The Black-Scholes model is based on an
assumption that the possibilities of future stock returns resemble a lognormal
distribution. The primary variable that influences the value of the option is a
volatility statistic equal to the annualized standard deviation of the natural
logarithms of the Company's stock price variations. Assumptions used in the
model are presented in the following table:
<TABLE>
<CAPTION>
JANUARY 19, DECEMBER 14, MAY 1,
1994 1994 1994
ASSUMPTION ISO GRANT ISO GRANT ESP GRANT
- --------------------------------- ------------- ------------- ------------
<S> <C> <C> <C>
Stock price volatility.................................................... .2228 .2292 .2309
Risk-free rate of return.................................................. 6.03% 7.90% 5.16%
</TABLE>
Additionally, a 10% discount for non-transferability, a 3% discount to
reflect annualized executive turnover, a 3.75% dividend yield, and a 10%
estimated earnings per share and dividend growth were factored into the model.
The time to exercise was assumed to be the period from when the options become
exercisable until they expire. Actual values, if any, an executive officer may
realize will depend on the excess of the market price over the exercise price
when the option is exercised. There is no assurance that the values realized by
executive officers will be at or near the values shown below.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO MARKET
EMPLOYEES EXERCISE PRICE ON GRANT DATE
OPTIONS IN FISCAL PRICE DATE OF EXPIRATION PRESENT
NAME GRANTED (#) YEAR ($/SH) GRANT DATE VALUE ($)
- --------------------------------- ------------------ ------------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Darrell G. Knudson............... 35,000(1)(4) 5.11 $ 28.44 $ 28.44 1/19/04 $ 208,098
35,000(2)(5) 5.11 31.06 31.06 12/14/04 271,844
895(3) 0.33 23.74 27.93 4/30/95 3,961
K. Gordon Greer.................. 15,000(1)(6) 2.19 28.44 28.44 1/19/04 89,185
15,000(2)(7) 2.19 31.06 31.06 12/14/04 116,505
895(3) 0.33 23.74 27.93 4/30/95 3,961
Edward F. Keller................. 10,000(1)(8) 1.46 28.44 28.44 1/19/04 51,575
12,000(2)(9) 1.75 31.06 31.06 12/14/04 74,122
816(3) 0.30 23.74 27.93 4/30/95 3,612
Clayton D. Pledger............... 7,000(1)(10) 1.02 28.44 28.44 1/19/04 35,872
7,000(2)(11) 1.02 31.06 31.06 12/14/04 45,023
616(3) 0.23 23.74 27.93 4/30/95 2,726
Michael R. Ritchey............... 7,000(1)(12) 1.02 28.44 28.44 1/19/04 34,870
7,000(2)(13) 1.02 31.06 31.06 12/14/04 43,735
600(3) 0.22 23.74 27.93 4/30/95 2,656
<FN>
- ------------------------
(1) Granted January 19, 1994, under incentive stock option plan.
(2) Granted December 14, 1994, under incentive stock option plan.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
- ------------------------
(3) Granted under employee stock purchase plan and exercisable April 30, 1995
for exercise price equal to 85% of fair market value of Common Stock on May
1, 1994 or April 30, 1995, whichever is lower.
(4) First exercisable: 11,666 shares on June 30, 1994; 11,667 shares on June
30, 1995; and 11,667 shares on June 30, 1996.
(5) First exercisable: 11,666 shares on June 30, 1995; 11,666 shares on June
30, 1996; and 11,668 shares on June 30, 1997.
(6) First exercisable: 5,000 shares on June 30, 1994; 5,000 shares on June 30,
1995; and 5,000 shares on June 30, 1996.
(7) First exercisable: 5,000 shares on June 30, 1995; 5,000 shares on June 30,
1996; and 5,000 shares on June 30, 1997.
(8) First exercisable: 2,416 shares on June 30, 1998; 3,516 shares on June 30,
1999; 3,516 shares on June 30, 2000; and 552 shares on June 30, 2001.
(9) First exercisable: 2,713 shares on June 30, 2001; 3,219 shares on June 30,
2002; 3,219 shares on June 30, 2003; and 2,849 shares on June 30, 2004.
(10) First exercisable: 347 shares on June 30, 1998; 3,516 shares on June 30,
1999; and 3,137 shares on June 30, 2000.
(11) First exercisable: 347 shares on June 30, 2000; 3,219 shares on June 30,
2001; 3,219 shares on June 30, 2002; and 215 shares on June 30, 2003.
(12) First exercisable: 1,170 shares on June 30, 1999; 3,516 shares on June 30,
2000; and 2,314 shares on June 30, 2001.
(13) First exercisable: 1,100 shares on June 30, 2001; 3,219 shares on June 30,
2002; and 2,681 shares on June 30, 2003.
</TABLE>
The following table contains information concerning each exercise of options
to purchase Common Stock during the last fiscal year by each of the persons
named below and the fiscal year-end value of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL FISCAL
YEAR-END YEAR-END ($)
VALUE ---------------- ----------------
SHARES ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------ --------------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Darrell G. Knudson.............................. 6,738 $ 88,876 28,332/ $ 60,280/
104,035 460,834
K. Gordon Greer................................. 1,520 21,660 17,330/ 126,838/
47,795 160,124
Edward F. Keller................................ 0 0 3,478/ 3,478/
34,338 40,342
Clayton D. Pledger.............................. 778 3,260 5,000/ 55,625/
29,616 91,613
Michael R. Ritchey.............................. 749 3,138 3,562/ 39,293/
33,163 154,302
</TABLE>
10
<PAGE>
The following table shows estimated annual benefits payable upon retirement
under the Company's defined benefit pension plan and supplemental retirement
plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$125,000........................................ $ 30,249 $ 40,331 $ 50,415 $ 60,497 $ 70,580
$150,000........................................ 36,597 48,796 60,996 73,195 85,394
$175,000........................................ 42,946 57,261 71,577 85,892 100,207
$200,000........................................ 49,295 65,726 82,158 98,590 115,021
$225,000........................................ 55,644 74,191 92,739 111,287 129,835
$250,000........................................ 61,992 82,656 103,321 123,985 144,649
$300,000........................................ 74,690 99,586 124,483 149,380 174,276
$400,000........................................ 100,085 133,446 166,808 200,170 233,531
$450,000........................................ 112,782 150,376 187,971 225,565 263,159
$500,000........................................ 125,480 167,306 209,133 250,960 292,786
$550,000........................................ 138,177 184,236 230,296 276,355 322,414
$600,000........................................ 150,875 201,166 251,458 301,750 352,041
$650,000........................................ 163,572 218,096 272,621 327,145 381,669
$700,000........................................ 176,270 235,026 293,783 352,540 411,296
$750,000........................................ 188,967 251,956 314,946 377,935 440,924
$800,000........................................ 201,665 268,886 336,108 403,330 470,551
$850,000........................................ 214,362 285,816 357,271 428,725 500,179
</TABLE>
Compensation covered by the Company's pension plans includes all cash
remuneration paid in 1994 to an employee for personal service including bonuses
and commissions and excluding payments such as directors' fees, sales
incentives, and similar payments. 1994 covered compensation under the plans for
the persons named in the foregoing tables was: Knudson-$702,212; Greer-$341,000;
Keller-$275,000; Pledger-$192,543; and Ritchey-$187,915.
Estimated credited years of service as of March 1, 1995, for the persons
listed in the foregoing tables are: Knudson-4; Greer-6; Keller-2; Pledger-4; and
Ritchey-21.
Benefits are computed on a straight life annuity basis without deductions
for social security or other offset amounts.
CERTAIN EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
In order to help assure management stability, the Company entered into
change-in-control employment and severance agreements in October of 1994 with 18
officers of either the Company or one of its subsidiary banks (including Messrs.
Knudson, Greer, Keller, Pledger, and Ritchey). The agreements provide that the
officers will continue employment with the Company following the commencement of
a tender or exchange offer or the execution of a merger agreement which would
result in a change of control (as defined) of the Company until the transaction
is either completed or abandoned. In consideration of this commitment, these
agreements also provide for severance benefits in the event of either
involuntary termination of employment (other than by reason of death,
disability, or for cause, as defined) or termination of employment by the
officer for good cause (as defined) within two years following a change in
control of the Company. Upon any such termination of employment, in addition to
compensation and benefits already earned, the officer will be entitled to
receive: (a) a lump sum severance payment equal to 1.5 times (two times in the
cases of Mr. Knudson, Mr. Greer, and Mr. Keller) the sum of such officer's
highest base salary during the 12-month period preceding the change in control
and his three-year average bonus percentage multiplied by his target bonus then
in effect, (b) continuation in effect for 18 months (two years in the case of
Mr. Knudson, Mr. Greer, and Mr. Keller) of all medical insurance, life
insurance, and disability benefit plans then in effect, (c) full
11
<PAGE>
vesting of all outstanding stock options and, at the officer's option, purchase
of options granted within the preceding six months, (d) the present value of his
enhanced benefit under the Company's Supplemental Executive Retirement Plan with
his age and credited service each increased by 1.5 years (two years in the case
of Mr. Knudson, Mr. Greer, and Mr. Keller), and (e) the amount of all accrued
vacation pay; PROVIDED, HOWEVER, that no such payment can exceed the amount
deductible for income tax purposes under the Internal Revenue Code. The
agreements are for terms of two years renewable annually on a year-to-year basis
unless terminated by the Company at least 90 days prior to the anniversary date,
except they continue in effect automatically for a period of 24 months following
a change in control of the Company. The Company estimates that, if a change in
control occurred as of December 31, 1994, the aggregate amount payable under
these agreements if the employment of Messrs. Knudson, Greer, Keller, Pledger,
and Ritchey were terminated would be approximately $4,000,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Jordan L. Haines, Lawrence M. Jones, Joseph M. Klein, Fred L.
Merrill, Laird G. Noller, Patrick E. O'Shaughnessy, and Kenneth J. Wagnon, all
of whom were independent, non-employee directors of the Company, composed the
Compensation and Personnel Committee of the Company's Board of Directors (the
"Compensation Committee"). None of them was, during the past fiscal year, an
officer or employee of the Company or any of its subsidiaries, was formerly an
officer of the Company or any of its subsidiaries, or had any relationship
requiring disclosure in this Proxy Statement except for Jordan L. Haines who is
a former Chairman of the Board of the Company. However, committee members Klein,
Noller, O'Shaughnessy, and Wagnon, corporations or firms with which committee
members Klein, Noller, O'Shaughnessy, and Wagnon are affiliated or in which they
have interests, and members of the immediate families of committee members
Haines, Noller, and Wagnon were indebted to banking subsidiaries of the Company
during the past year. In each case, the extension of credit was made in the
ordinary course of business, on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal risk of
collectibility or present other unfavorable features. No executive officer of
the Company served as a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served as a director of the Company.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee's decisions are guided by the following
objectives:
- Reward executives both on a short-term and a long-term basis to ensure a
direct linkage between their compensation and enhancement of shareholder
value.
- Encourage executives to achieve significant levels of ownership of stock
in the Company to align the executives' interests with those of the
shareholders.
- Ensure that the compensation program is able to attract, retain, and
motivate executives with excellent abilities critical to the long-term
success of the Company.
- Utilize a mix of annual (salary and bonus opportunity) and long-term
(stock options) compensation to align compensation with corporate
objectives.
- Provide direct cash compensation that meets the tests of Section 162(m) of
the Internal Revenue Code of 1986, as amended, so as to be tax-deductible
to the Company.
To achieve the objectives, annual base salary, a management bonus plan, and
a long-term incentive stock option plan are utilized.
12
<PAGE>
BASE SALARY
Base salary is established as the fixed component of annual compensation
intended to be competitive with the median level of salaries paid by peer
financial companies selected on the basis of similar size and profitability,
regionally and nationally. However, base salary is becoming a relatively smaller
element in the total executive compensation package with a heavier emphasis
being placed on rewarding through variable compensation. The 1994 average base
salary for the four named executive officers other than Mr. Knudson increased
2.1%. Salary increase decisions are made as a result of a review of individual
performance including financial factors (which vary from person to person and
which include such matters as return on assets, fee income, and interest income,
depending on the particular individual's responsibilities); strategic planning;
sales management; communication; organizational effectiveness; and customer and
community relations. Some individuals met or exceeded their 1994 financial and
other objectives while others did not. No specific weighting is assigned to any
of the various factors taken into account in determining base salaries.
ANNUAL BONUS PLAN
The Compensation Committee has established a management bonus plan called
The Program for Exceptional Performance to recognize corporate and individual
performance by payment of cash bonuses. The Compensation Committee believes that
the bonus plan rewards executives for accomplishing short-term objectives and
this cash compensation is directly related to annual corporate financial
performance. The plan states that the amounts paid in the bonus plan should be
self-funding plus yield a return to the Company; i.e., revenue enhancements or
cost reductions should more than offset the bonus paid. Bonus plan participants
are key employees and are selected annually by the Compensation Committee.
Bonuses for senior executives under the Company's Program for Exceptional
Performance are based on the following three components: (1) corporate and/or
business unit financial performance, (2) sales performance (if applicable), and
(3) individual key objectives. A weighting is established for each of the three
performance components based on the relative importance of each to the
individual participants. The corporate and/or business unit financial
performance rating is based on objectives such as earnings per share, efficiency
ratio, return on assets, loan and fee growth and criticized assets to loans.
Certain of these objectives were met at the target level or exceeded in 1994 and
others were not, depending on the business unit. Certain thresholds pertaining
to financial budgets to yield a minimum return to shareholders must be achieved
before bonuses are paid. Sales goals for each business unit consist of standard
(minimum expected level) goals and are interpolated to determine the overall
sales performance factor. Results below the standard level count as 0% for each
sales goal. The individual key objectives go above and beyond the normal
requirement of the job and are directly controlled by the executive and the
completion of these specific goals affects the short- and long-term success of
the organization.
The standard bonus amount is determined as a percentage of the salary range
mid-point, and high performance targets are established to allow bonuses above
the standard level. Maximum bonuses of up to 215% of the standard level are used
in conjunction with freezing base salaries or maintaining base salary at the
mid-point of the assigned salary range.
The Compensation Committee believes that the annual bonus plan motivates and
rewards the achievement of corporate and business unit annual objectives and
engenders a pay-for-performance philosophy based on individual contributions to
corporate results. Bonus awards are paid under the bonus plan upon the
accomplishment of both corporate or business unit and individual performance
objectives established for the fiscal year, and no bonuses are paid if a minimum
threshold/standard is not met; however, the Compensation Committee has the
authority to make discretionary adjustments. There are no specified limits to
the Compensation Committee's authority to make such adjustments.
For 1994, the average bonus earned under the bonus plan by the four named
executive officers other than Mr. Knudson was 41% of their base salaries
compared with 44% in 1993.
13
<PAGE>
LONG-TERM INCENTIVE STOCK OPTION PROGRAM
Stock options are granted under the Incentive Stock Option Plan by the Board
of Directors upon recommendation of the Compensation Committee at an option
price not less than the fair market value of the Common Stock on the grant date.
All options have terms of ten years and generally become exercisable over a
five-year period. If options which are exercisable for the first time during any
calendar year exceed the aggregate fair market value of $100,000, the excess
options are treated as non-qualified options.
The Compensation Committee believes that the stock option plan is an
integral part of the executive compensation program which motivates executives
to practice long-term strategic management. The plan encourages key employees to
align their long-range interests with those of shareholders by accomplishing
longer-term corporate goals. When granting options to all named executive
officers in 1994, the Compensation Committee evaluated the total number of
shares available, the number of unexercised options held by each individual,
Company and individual performance, and the individual's level of responsibility
in the organization. No specific corporate or individual performance factors are
used.
COMPANY PERFORMANCE AND CHIEF EXECUTIVE OFFICER COMPENSATION
Company financial results integral to the Chief Executive Officer's Program
for Exceptional Performance bonus plan and performance review process for 1994
included earnings per share, the efficiency ratio, growth in fee income, loan
growth, and maintenance of credit quality. Net income for 1994 was $83.1 million
compared to $77.3 million in 1993. Fully diluted earnings per share were $2.74
and $2.55 for 1994 and 1993, respectively. For 1994, the efficiency ratio (the
ratio of operating expense to the sum of fee income plus tax-equivalent net
interest income) was 65.51% versus 67.54% for 1993. Fee income increased $9.0
million or 10.70% to total $93.7 million for 1994 from $84.7 million in 1993.
Total loans were $4.01 billion at December 31, 1994, an increase of 19.5% from
$3.35 billion outstanding at December 31, 1993. Average loans grew $545.9
million or 18.0% between 1994 and 1993. Nonperforming assets decreased
substantially from December 31, 1993. At December 31, 1994, nonperforming assets
were $35.3 million compared to $44.1 million at December 31, 1993. Nonperforming
assets as a percent of loans plus other real estate owned and nonperforming
assets were 0.88% at the end of 1994 versus 1.31% at the end of 1993.
The Compensation Committee has developed a formal performance review process
for the Chief Executive Officer and the evaluation is discussed at an executive
session of the Board at its March meeting. The overall performance measurement
is based on three components: performance of the Chairman's duties, which relate
primarily to the organization and functioning of the Board of Directors;
performance of the Chief Executive Officer's duties, which relate primarily to
leading and managing the Company, establishing and attaining corporate
performance goals, overseeing compliance with laws and regulations, and
providing leadership and representation in community and civic activities; and
Company financial performance as compared against the Company's Program for
Exceptional Performance targets.
In determining Mr. Knudson's compensation, the Compensation Committee used a
report based on comprehensive survey results developed for the Compensation
Committee by a nationally recognized executive compensation consultant. Such
consultant was retained specifically to study Mr. Knudson's total compensation.
This consultant selected and utilized a different peer group than that used in
the survey to analyze base compensation for certain managers other than Mr.
Knudson. The survey used data from 1993 and the first nine months of 1994 and
included a peer group of nineteen similar-sized financial institutions and a
core group of 13 high-performing financial companies selected from the peer
group. The report compared performance and other key financial factors such as
net income, return on assets, return on equity, asset size and staffing level.
It also provided an analysis of the total compensation earned by the peer group
and core group Chief Executive Officers. The report concluded that Mr. Knudson's
base salary is 10% below the $474,600 average for the peer group and 9% below
the $468,300 average for the core group for Chief Executive Officers receiving a
14
<PAGE>
base salary plus short and long-term incentives. His 1993 bonus was 7% higher
than the average bonus paid to Chief Executive Officers in the core group. When
coupled with his lower-than-average base salary, this higher-than-average bonus
places Mr. Knudson's $725,000 total cash compensation at 97% of the $749,600
average for the core group Chief Executive Officers. The report also concluded
that Mr. Knudson's long-term compensation (stock-based incentives) is currently
as much as 33% below that of his peers. No specific weighting was assigned to
either the compensation survey results, company financial results or Mr.
Knudson's performance in determining the exact amount of his compensation.
The base salary (not including directors' fees) for Mr. Knudson increased by
19 percent over 1993, reflecting a movement closer to market competitiveness.
The Compensation Committee determined that Mr. Knudson's bonus would be based on
two factors--the Company's financial performance (earnings per share, efficiency
ratio, average loan growth, fee growth, and criticized assets to loans) and his
attainment of the individual key objectives discussed above, all of which the
Committee determined had been met or exceeded except for the earnings per share,
efficiency ratio and fee growth. Because the Company did not meet its target
levels for all financial factors, Mr. Knudson did not receive the maximum
possible bonus. For 1994, Mr. Knudson's bonus was 94% of base salary (not
including directors' fees) compared with 86% in 1993. Total annual compensation
(base salary and bonus) increased by 19.5% from 1993 due to continuing
improvement in company financial results and the achievement of key objectives.
As indicated in the accompanying Summary Compensation Table, Mr. Knudson also
received grants of incentive stock options through which the Compensation
Committee believes Mr. Knudson's long-range interests are more closely aligned
with those of shareholders. The ultimate value of this long-term compensation
award to Mr. Knudson will be determined by the actual performance of the
Company's stock price over time.
Lawrence M. Jones, CHAIRMAN
Jordan L. Haines
Joseph M. Klein
Fred L. Merrill
Laird G. Noller
Patrick E. O'Shaughnessy
Kenneth J. Wagnon
15
<PAGE>
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total returns
(stock price plus dividends) on the Company's Common Stock, the NASDAQ Composite
U.S. Stock Index, the NASDAQ Financial Index, and the NASDAQ Bank Index for the
five years ending December 31, 1994, assuming $100 invested on December 31,
1989. In 1994, the NASDAQ Financial Index has been added to the NASDAQ Bank and
NASDAQ Composite U.S. Stock Indexes reported in previous years. The NASDAQ
Financial Index was selected for comparison purposes as it includes regional
bank holding companies providing financial services similar to those provided by
the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FOURTH FINANCIAL NASDAQ FINANCIAL NASDAQ U.S. STOCK NASDAQ BANK
<S> <C> <C> <C> <C>
1989 $ 100 $ 100 $ 100 $ 100
1990 $ 70.61 $ 76.62 $ 84.92 $ 73.23
1991 $ 98.74 $110.80 $136.28 $120.17
1992 $132.42 $158.44 $158.58 $174.87
1993 $135.73 $184.10 $180.93 $199.33
1994 $149.08 $184.64 $176.92 $198.69
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has established certain committees to
assist it in its work. Directors Wagnon (Chairman), Klein, Merrill, Meyer, and
Noller, and Howard R. Fricke, a director of BANK IV Kansas, are the members of
the Audit and Examination Committee of the Company, which met seven times in
1994. The Audit and Examination Committee consists of at least four independent
directors of the Company and at least one independent director of each of the
Company's subsidiary banks that meets the reporting thresholds of the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"). At least two
members of the committee must have banking or related financial management
experience. No member of the committee may be a large customer, as determined by
the Board of Directors, or an active officer or employee of the Company or of
any of the Company's subsidiaries. Membership on the committee is reviewed
annually for compliance with the independence, experience, and
significant-customer requirements of FDICIA. The committee's responsibilities
include (1) performing all functions required to be performed by the audit
committee of each of the Company's subsidiary banks, (2) recommending to the
Board of Directors the selection of the Company's independent auditors and
overseeing the scope and performance of their services,
16
<PAGE>
(3) reviewing the Company's accounting policies, significant accounting
estimates, and financial reporting, (4) reviewing the adequacy of internal
controls and reporting thereon as required by applicable laws and regulations,
(5) overseeing the Company's comprehensive audit, credit review, and compliance
activities, (6) monitoring compliance with laws and regulations and reviewing
reporting thereon, (7) monitoring compliance with policies of the Board of
Directors, (8) regularly assessing the adequacy of the allowance for credit
losses at each of the Company's subsidiary banks, (9) reviewing significant
litigation and contingent liability matters, and (10) reviewing the results of
regulatory examinations, the responses thereto, and the corrective actions
taken. The committee has access to outside legal counsel as it deems necessary
in order to carry out its responsibilities.
Directors Jones (Chairman), Haines, Klein, Merrill, Noller, O'Shaughnessy,
and Wagnon are the members of the Compensation and Personnel Committee of the
Company, which met seven times during 1994. The Compensation Committee makes
recommendations as to salaries and promotions of the Company's officers and as
to nominations to the Company's Board of Directors, considers issues of
management succession planning, and administers the Company's various
compensation and benefit plans. The committee would consider nominees for
election to the Company's Board of Directors recommended by stockholders if
nominations are received by January 2 preceding the annual meeting.
The Executive Committee of the Company, which met five times in 1994,
comprises Directors Knudson (Chairman), Alford, Clevenger, Haines, Jones, Meyer,
Vickers, and Wagnon.
The Asset, Liability and Investments Committee consists of Directors
O'Shaughnessy (Chairman), Alford, Clevenger, and Vickers; Edward F. Keller,
Chairman of the Board of BANK IV Oklahoma; and A. Scott Ritchie, a director of
BANK IV Kansas. The committee met seven times during 1994. The committee's
responsibilities include (1) monitoring compliance with the Asset and Liability
Management and Investment Policies of the Company and the BANK IV banks, (2)
reviewing the composition and performance of, and transactions in, the
investment portfolios of the Company and the BANK IV banks, (3) monitoring the
liquidity of the Company and the BANK IV banks and reviewing their funding
plans, and (4) reviewing risks associated with interest-rate movements and
hedging activities.
TRANSACTIONS WITH MANAGEMENT
During 1994, the Company's bank subsidiaries made loans to certain
directors, to certain firms and corporations in which various directors have
interests, and to members of the immediate families of various directors. In
each case, such loans were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than normal risk of collectibility or present other unfavorable
features.
BANK IV Kansas leases approximately 6,000 square feet of space for its
branch in Mission Woods, Kansas, from Mission Woods Associates Limited
Partnership, a limited partnership in which Director Fred L. Merrill is a
general partner. The lease expires in 1999 and is renewable at the bank's option
for two additional five-year terms. The Company believes that the annual rental
of $119,600 is at least as favorable to the bank as could be obtained in a lease
of similar office space in the same vicinity from an unrelated party.
PROPOSAL TWO
APPOINTMENT OF AUDITORS
Subject to stockholder approval, the Board of Directors has appointed Ernst
& Young LLP, independent auditors, to certify the financial statements of the
Company for the fiscal year ending December 31, 1995. Ernst & Young LLP has
certified the financial statements of the Company for the past ten years. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
in favor of the approval and ratification of such appointment.
17
<PAGE>
Representatives of Ernst & Young LLP will be present at the stockholders'
meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders.
The affirmative vote of the holders of a majority of the Company's issued
and outstanding Common Stock is required to approve the appointment of auditors.
The Board of Directors unanimously recommends a vote FOR the appointment of
Ernst & Young LLP as auditors for the fiscal year ending December 31, 1995.
OTHER MATTERS TO COME BEFORE THE MEETING
If any matters not referred to in the proxy form properly come before the
meeting, the persons named in the proxies will vote the shares represented
thereby in accordance with their judgment. At the time of the mailing of
proxies, management of the Company was not aware that any other matters would be
presented for action at the 1995 Annual Meeting of the Stockholders of the
Company.
EXPENSE OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, employees, directors, and officers of the Company or its
subsidiaries may solicit proxies in person or by telephone.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors, and persons who beneficially own more than ten percent of the
Company's Common Stock, to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Officers,
directors, and greater-than-ten-percent beneficial owners are required by
applicable regulations to furnish the Company with copies of all Section 16(a)
forms they file. The Company is not aware of any beneficial owner of more than
ten percent of its Common Stock.
Based solely upon a review of the copies of the forms furnished to the
Company and on written representations from certain reporting persons that no
Forms 5 were required, the Company believes that during the 1994 fiscal year all
filing requirements applicable to its officers and directors were complied with.
COPIES OF FORM 10-K AVAILABLE UPON REQUEST
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, FOR 1994, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS BEING MAILED WITH THIS PROXY STATEMENT TO EACH
STOCKHOLDER OF THE COMPANY OF RECORD ON MARCH 1, 1995. MANAGEMENT OF THE COMPANY
WILL PROVIDE, WITHOUT CHARGE, TO EACH STOCKHOLDER OR BENEFICIAL OWNER OF THE
COMPANY'S STOCK WHO SUBMITS A WRITTEN REQUEST TO WILLIAM J. RAINEY, SECRETARY OF
THE COMPANY, POST OFFICE BOX 4, WICHITA, KANSAS 67201, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C., INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO,
FOR 1994, THE COMPANY'S MOST RECENT FISCAL YEAR. ANY REQUEST FOR SUCH REPORT
FROM A BENEFICIAL OWNER OF STOCK MUST SET FORTH A REPRESENTATION THAT, AS OF THE
RECORD DATE FOR THE ANNUAL MEETING OF STOCKHOLDERS (MARCH 1, 1995), THE PERSON
MAKING THE REQUEST WAS SUCH A BENEFICIAL OWNER OF STOCK AND ENTITLED TO VOTE AT
SUCH MEETING.
18
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDERS' PROPOSALS FOR
THE 1996 ANNUAL MEETING OF STOCKHOLDERS
As required by the proxy solicitation rules of the Securities and Exchange
Commission, stockholders of the Company are hereby advised that any proposals to
be submitted by stockholders pursuant to Rule 14a-8 of the Securities and
Exchange Commission, other than proposed nominees for election as directors, at
the Company's 1996 Annual Meeting of Stockholders must be received by the
Company at its principal executive offices at 100 North Broadway, Post Office
Box 4, Wichita, Kansas 67201, by November 15, 1995, for inclusion in the
Company's proxy statement and form of proxy. If the date of the 1996 Annual
Meeting is changed to a date more than thirty days earlier or later than April
20, 1996, the Company shall, in a timely manner, inform stockholders of such
change and the date by which proposals of stockholders must be received for such
inclusion.
The Company's Bylaws provide that nominations for directors, together with
certain information specified by the Bylaws, must be submitted in writing not
later than fourteen days nor earlier than fifty days prior to the date of the
Annual Meeting of Stockholders, except that if fewer than twenty-one days'
written notice of the meeting is given to stockholders, such nominations may be
made during the seven days following the date the notice was made.
WILLIAM J. RAINEY
SECRETARY
March 20, 1995
19
<PAGE>
1. ELECTION OF DIRECTORS: NOMINEES: Thomas R. Clevenger, Jordan
L. Haines, Patrick E. O'Shaughnessy
FOR ALL NOMINEES WITHHOLD
LISTED (EXCEPT AS AUTHORITY (INSTRUCTION: To withhold authority to
MARKED TO THE TO VOTE FOR ALL vote for any individual nominee, write
CONTRARY) NOMINEES LISTED that nominee's name on the space
provided below.)
_______________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT 3. IN THEIR DISCRETION THE PROXIES
OF ERNST & YOUNG AS AUDITORS OF THE ARE AUTHORIZED TO VOTE UPON SUCH
CORPORATION FOR 1995: OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN Please sign exactly as name appears at
left. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Dated:___________________________, 1995
_______________________________________
Signature
_______________________________________
Signature, if held jointly
Please mark, sign, date and return the
proxy card promptly using the enclosed
envelope.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE
March 20, 1995 [LOGO]
Dear Fourth Financial Corporation Stockholder:
The 1995 Annual Meeting of the Stockholders of Fourth Financial Corporation
will be held at 2:00 p.m. on Thursday, April 20, 1995, in the auditorium on
the lower level of the Fourth Financial Center at 100 North Broadway, Wichita,
Kansas. I cordially invite you to attend.
Whether or not you plan to attend the meeting, please detach the proxy above,
complete it, and return it in the enclosed envelope. Your vote is important
to us.
I'm pleased to announce that we now offer a toll-free number for stockholder
inquiries. The service provides you a more convenient method to enroll in our
dividend reinvestment plan, transfer stock, change your address, or replace a
lost certificate. Voice response service is available 24 hours a day, and
Shareholder Services Representatives are available between the hours of 8:00
a.m. and 4:00 p.m. central time. The number is:
1-800-756-3353
As always, we're pleased to share information about Fourth Financial
Corporation and its BANK IV banks by way of our Summary Annual Report and
accompanying financial reports.
Sincerely,
Darrell G. Knudson
Chairman of the Board
Fourth Financial Corporation
<PAGE>
PROXY
FOURTH FINANCIAL CORPORATION
100 NORTH BROADWAY, WICHITA, KANSAS 67202
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Russell W. Meyer, Jr., Laird G. Noller, and
Robert F. Vickers as Proxies, each with the power to act alone and to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side, all the shares of Common Stock of Fourth
Financial Corporation held of record by the undersigned on March 1, 1995, at
the annual meeting of stockholders to be held on April 20, 1995, or any
adjourment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE THREE NOMINEES AND FOR THE APPROVAL OF
THE APPOINTMENT OF AUDITORS.
TO BE SIGNED ON OTHER SIDE
(continued on other side)
FOLD AND DETACH HERE
