SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting materials pursuant to Rule 14A-11(c) or Rule 14a-12
NATIONAL BANCORP OF ALASKA, INC.
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Terry S. Kipp, Secretary
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fees(Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $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:(FN1)
- - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - -------------------------------------------------------------------------------
[ ] Check box if any part of the fees is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filling 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:
- - -------------------------------------------------------------------------------
____________________________
(FN1) Set forth the amount on which the filing fee is calculated and state how
it way determined.
<PAGE> Proxy cover
NATIONAL BANCORP OF ALASKA, INC.
Anchorage, Alaska
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 19, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of National Bancorp of Alaska,
Inc. (the "Company") will be held in the Main Office of National Bank of
Alaska at Northern Lights Boulevard and C Street, Anchorage, Alaska, on
Tuesday, March 19, 1996, at 10:00 a.m. for the following purposes:
1. to fix the number of directors to be elected at 23 and to elect 23
directors; and
2. to transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on February
2, 1996, as the record date for the determination of shareholders entitled
to vote at the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
/s/Terry S. Kipp
Terry S. Kipp
Secretary
February 9, 1996
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY.
<PAGE> 1
NATIONAL BANCORP OF ALASKA, INC.
Northern Lights & C Street
Anchorage, Alaska 99503
(907) 276-1132
- - -------------------------------------------------------------------------------
PROXY STATEMENT
- - -------------------------------------------------------------------------------
GENERAL INFORMATION
This proxy statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of National
Bancorp of Alaska, Inc. (hereinafter referred to as the "Company") to be
voted at the Annual Meeting of Shareholders, to be held at the time and
place set forth in the notice accompanying this proxy statement, and at any
adjournments thereof. This proxy material was first mailed to shareholders
on or about February 9, 1996.
The persons named in the enclosed proxy will vote as directed with
respect to the election of nominees named in this proxy statement to the
Company's Board of Directors or, in the absence of such direction, in favor
of the Board's Nominees. Abstentions and broker non-votes are counted only
for purposes of determining whether a quorum is present at the Annual
Meeting, but will not be counted as voting with respect to any matter as to
which the abstention or non-vote is indicated. As to other matters which
may come before the Annual Meeting, they will vote in accordance with their
best judgement. The management of the Company does not know of any business
which will be presented at the Annual Meeting other than the matters
described in this proxy statement.
The enclosed proxy may be revoked at any time insofar as it has
not been exercised, either by delivery to the Company of a written
revocation or a duly executed proxy bearing a later date, or by action of
the shareholder at the Annual Meeting.
The Company is a bank holding company which acquired by merger the
National Bank of Alaska (the "Bank") in 1982. The Bank is the wholly-owned
subsidiary of the Company. All references hereinafter to the "Company"
shall include the Company and the Bank, unless the context indicates
otherwise.
VOTING SECURITIES
At the close of business on January 2, 1996, the Company had
8,000,000 shares of Common Stock, par value $10.00 per share, issued, of
which 31,200 shares are held by the Company as Treasury Stock. Shareholders
of record at the close of business on February 2, 1996, shall be entitled
to vote at the Annual Meeting, each share being entitled to one vote.
CERTAIN BENEFICIAL OWNERS
The following table presents certain information with respect to
the only person who is known by the Company to be the beneficial owner of
more than five percent of the Company's Common Stock as of January 31,
1996.
Amount and Nature Percent
Name and Address of Beneficial of
Title of Class of Beneficial Owner Ownership Class
- - ---------------------------------------------------------------------------
Common Stock Elmer E. Rasmuson 4,001,060* 50.2%
par value $10.00 P.O. Box 100600
Anchorage, Alaska 99510-0600
*Included among the shares of Common Stock reported as beneficially owned
by Mr. Rasmuson, over which he has sole voting and dispositive powers, are
the following:
(a) Mr. Rasmuson has sole voting and dispositive powers over 779,160
shares (9.8% of the outstanding shares) which he holds as trustee
under three trusts for the benefit of each of his children;
The foregoing is not to be construed as an admission by Mr.
Rasmuson that he is the beneficial owner of the shares identified in (a)
above and Mr. Rasmuson expressly disclaims beneficial ownership of those
shares.
The directors and executive officers of the Company and the Bank
own beneficially 716,505 shares or 9.0% of the Company's outstanding Common
Stock. Not included in these shares are 21,990 shares held of record and
owned beneficially solely by spouses and minor children of members of this
group.
<PAGE> 2
ELECTION OF DIRECTORS
The numbers of directors to be elected at the Company's Annual
Meeting of Shareholders will be determined by vote of the shareholders. A
resolution will be offered at the meeting establishing the number of
directors at 23.
The persons named below, all of whom are members of the present
Board of Directors, will be nominated by management for election to the
Company Board of Directors, and, if elected, each will serve until the next
Annual Meeting of Shareholders and until their successor is elected and
qualified. It is the intention of the persons named in the proxy to vote
for the resolution establishing the number of directors at 23 and for the
election of the nominees listed below, unless otherwise directed or
otherwise instructed.
The Board of Directors has no reason to believe that any of the
nominees named in this proxy statement will be unavailable or unable to
stand for election, but in the event that vacancies in the slate of
nominees should occur unexpectedly, the shares represented by proxies will
be voted for substitutes chosen by the Board of Directors or the number of
directors to be elected will be reduced by the number of persons
unavailable or unable to stand for election and the shares will be voted
for the remaining nominees.
Other nominations may be made by shareholders entitled to vote for
election of directors in accordance with the following procedures as set
forth in the By-Laws of the Company. Nominations other than those made by
or on behalf of the existing management of the Company shall be made in
writing and shall be delivered or mailed to the President of the Company
not less than 14 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than 21 days notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Company not
later than the close of business on the seventh day following the day on which
the notice of the meeting was mailed. Such notifications shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of Company Common Stock
that will be voted for each proposed nominee; (d) the name and residence
address of the notifying shareholder; and (e) the number of shares of
Company Common Stock owned by the shareholder. Nominations not made in
accordance herewith may, in his discretion, be disregarded by the chairman
of the meeting, and upon his instructions, the vote tellers may disregard
all votes cast for each such nominee.
AGE AND YEAR
FIRST BECAME A PRINCIPAL
DIRECTOR OF THE OCCUPATION SHARES OF COMMON STOCK
COMPANY OR A OR BENEFICIALLY OWNED AS
NAME PREDECESSOR EMPLOYMENT(7) OF JANUARY 31, 1996(3)
- - -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
---------------------
Donald B. Abel, Jr. 59 President, Don Abel 1,930
1976 Building Supplies, Inc.
(retail building supplies)
Gary M. Baugh 57 President, Baugh 2,500
1983 Construction and
Engineering Company
(construction)
Carl F. Brady Jr. 52 Chairman and CEO, 8,333
1989 Brady & Co. Ins.,
since 1994
(insurance brokerage);
Chairman and CEO,
Rollins Hudig Hall
of Alaska, Inc.
1989 to 1994
(insurance brokerage)
Alec W. Brindle 57 President, Wards 40,432(1)
1977 Cove Packing Company,
Inc. (salmon cannery)
<Page 3>
AGE AND YEAR
FIRST BECAME A PRINCIPAL
DIRECTOR OF THE OCCUPATION SHARES OF COMMON STOCK
COMPANY OR A OR BENEFICIALLY OWNED AS
NAME PREDECESSOR EMPLOYMENT(7) OF JANUARY 31, 1996(3)
- - -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
---------------------
Sharon Burrell 47 Secretary - Treasurer 160
1994 Hammer & Wikan since 1995
(Retail grocery and general
merchandise);
Secretary - Treasurer
Rock-N-Road Const. from
1991 to 1995
(road construction)
James O. Campbell 63 Commissioner, Arctic 4,272
1972 Research Commission
since 1994 (national
research needs and
objectives in the Arctic);
from 1991 to 1994 CEO,
Alaska Commercial
Company (retail groceries
and merchandise).
Jeffry J. Cook 52 Vice President, 546
1984 Administration, MAPCO
Alaska Inc. since 1994
(oil refining and product
sales); Director, North
Alaska Region, ARCO
Alaska, Inc. from 1990
to 1994 (Community
Relations)
Patrick S. Cowan 56 Owner, Birch Ridge Golf 198
1994 Course (Golf)
Roy Huhndorf 55 Chairman of the Board, 360
1987 Cook Inlet Region, Inc.
since 1996 (Alaska Native
Regional Corporation);
Chairman and CEO,
Cook Inlet Region, Inc.
from 1992 to 1996
James H. Jansen 49 President & CEO of 10,100
1990 Lynden Incorporated
(trucking and
transportation)
Donald L. Mellish(8) 68 Chairman of the 5,913
1964 Executive Committee
of the Bank
Emil Notti 62 Consultant 566
1973
<PAGE> 4
AGE AND YEAR
FIRST BECAME A PRINCIPAL
DIRECTOR OF THE OCCUPATION SHARES OF COMMON STOCK
COMPANY OR A OR BENEFICIALLY OWNED AS
NAME PREDECESSOR EMPLOYMENT(7) OF JANUARY 31, 1996(3)
- - -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
---------------------
Tennys B. Owens 55 President, Artique Lt. 3,700
1991 Gallery (art retail
sales, marketing and
publishing)
Eugene A. Parrish, Jr. 50 President Westmark 865
1982 Hotels, Inc. (hotel
and restaurant
management)
J. Michael Pate 48 President, Pate 1,180
1991 Insurance Agency, Inc.
(insurance)
Martin R. Pihl 61 Retired since 1995; 2,024
1972 Acting Executive
Director,
Alaska Permanent Fund
Corp. 1994 to 1995,
(investments);
General Manager,
Ketchikan Pulp Company,
1987 to 1994 (forest
products)
Edward F. Randolph 36 President, Edward F. 100
1995 Randolph Ins. Agency,
Inc. (insurance)
Edward B. Rasmuson 55 Chairman of the Board 342,562(2) 4.3
1974 of the Company and
the Bank
Major General John 56 Consulting, Arctic Slope 133
Schaeffer (Ret.) 8 Regional Corporation
since 1994, (Alaska
Native Regional
Corporation), Director
of Business Development,
NANA Regional
Corporation, 1993
(Alaska Native Regional
Corporation); from 1991
to 1993 Owner, Schaeffer
& Associates,
(international trade);
Michael K. Snowden 50 President, Service 3,737(4)
1995 Transfer Inc. (fuel
distribution and
transport services)
Richard Strutz 45 President of the Company 424
1992 the Bank, 1992; Executive
Vice President of the
Bank, 1987 to 1992
George S. Suddock 56 Chairman, Alaska 284,472(5) 3.6
1969 National Corporation
(insurance)
Richard A. Wien(8) 60 Chairman & CEO, Florcraft 641
1974 (floor coverings)
<PAGE> 5
1. The reported holdings include 26,152 shares held by Alec W. Brindle,
Executor, under the will of A.W. Brindle, deceased; Mr. Brindle disclaims
beneficial ownership of these securities held as executor.
2. The reported holdings exclude 259,720 shares held in trust for Edward B.
Rasmuson, over which Mr. Rasmuson has no power to vote or dispose.
3. The reported holdings include securities with respect to which the
director has or shares the power to vote or dispose. Not included in the
securities reported are the following shares over which the indicated
directors had no power to vote or dispose: 21,820 shares held by the wife
and minor children of Edward B. Rasmuson. Director Rasmuson disclaims any
beneficial ownership of these shares held by his spouse and minor
children.
4. The reported holdings included 1,712 shares held in a family trust of
which Mr. Snowden is a trustee. Mr. Snowden disclaims any beneficial
interest of those shares.
5. The reported holdings include 275,686 shares held by a corporation of
which Mr. Suddock is an officer, director and stockholder. Mr. Suddock
disclaims beneficial ownership of those shares.
6. If no percent is shown, the percent of the nominee's beneficial ownership
is less than one percent.
7. Each nominee has been engaged in the indicated occupation or employment
or has held the indicated position or one of equivalent responsibility
with his present employer during the past five years unless otherwise
indicated.
8. None of the nominees serve on the boards of directors of other companies
filing reports with the Securities and Exchange Commission, except that
Mr. Mellish is a director of Mapco, Inc. and Pacific Telecom, Inc., and
Mr. Wien is a director of Alaska Air Group, Inc.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5 were required, the
Company believes that during 1995 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except one report covering one
transaction was filed late by Director Gary Baugh.
DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Bank met ten times during 1995 and
the Board of Directors of the Company met ten times. All directors attended
at least 75 percent of the aggregate of the total number of meetings held
by both Boards, plus meetings held by all committees on which such
directors served during 1995, except Director Brindle. Neither the Company
nor the Bank has a standing nominating committee and the Company does not
have a standing audit committee. The Bank formed a compensation committee
in November 1992.
The Board of Directors of the Bank annually appoints a Directors
Examining Committee which performs many functions of an audit committee.
Members of the committee, none of whom are officers of the Bank, are:
George S. Suddock, Chairman; and Donald B. Abel, Jr.; and Carl Brady, Jr.
The functions of the Examining Committee include recommending to the Board
of Directors the appointment of independent auditors, the review of
regulatory reports and the responses to those reports and review of the
scope of the internal audit programs and the adequacy of internal
accounting systems and controls. The committee has been delegated the
responsibility for both review and communication to the Board of Directors
of the results of examinations performed by the regulatory examiners, other
external auditors and the internal auditors. The committee held five
meetings in 1995.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all compensation paid for the calendar
years ended December 31, 1993, 1994, 1995, to the Chief Executive Officer
(CEO) and the four most highly compensated executive officers (other than
the CEO) of the Company and the Bank, and who were serving as executive
officers as of December 31, 1995.
<PAGE> 6
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
- - --------------------------------------------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION COMPENSATION
- - --------------------------------------------------------------------------------
Edward B. Rasmuson, CEO, 1995 300,000 13,916 26,372
Chairman of the Board of Directors and 1994 250,000 22,802
Director of the Company and the Bank 1993 230,000 30,000
Richard Strutz, President and 1995 250,000 2,280 26,372
Director of the Company and the Bank 1994 190,000 24,528
1993 165,000 24,850
Kathleen Soderberg, Executive Vice 1995 200,000 61 26,372
President of the Bank 1994 164,000 22,802
1993 155,000 23,371
Donald L. Mellish, Chairman of the 1995 165,000 689 26,372
Executive Committee of the Bank and 1994 165,000 22,802
Director of the Company and the Bank 1993 165,000 24,851
B. John Shipe, Executive Vice President 1995 160,000 26,372
of the Bank 1994 154,000 24,462
1993 145,000 21,839
Other Annual Compensation is the amount reimbursed during the
fiscal year for the payment of Federal Income Taxes arising from non-tax
deductible business use of a corporate aircraft.
All Other Compensation is cash compensation earned under a Profit
Sharing Plan and Trust available to all employees meeting certain age and
service requirements.
The above named officers receive no compensation other than as
shown in the foregoing table and the Company and the Bank have no other
existing plans or arrangements other than as follows:
In 1994, the Board of Directors of the Bank approved a plan
whereby any officer holding a title of Senior Vice President or above
(which includes the named officers) can elect to defer receipt of up to a
total of 15% of their annual compensation. This 15% includes any amounts
deferred under the 401(k) portion of the existing profit sharing program.
Amounts deferred are not additional compensation, only deferral of receipt
of a portion of regular annual compensation. Amounts deferred in excess on
the 401(k) portion become an unsecured obligation of the Bank and become
payable at termination of employment. Amounts in excess of the 401(k)
portion are annually credited with interest at a percentage equivalent to
the Banks' overall return on average earning assets.
COMPENSATION OF DIRECTORS
The directors of the Company are also directors of the Bank.
Directors of the Company receive no compensation for attendance at meetings
of the Company's Board of Directors, or for committee meetings.
Bank directors who are not officers of the Bank receive $750 for
each Bank Board of Directors meeting attended. Bank directors who are
officers of the Bank receive no compensation other than that received as an
officer. Each Bank director (who is not otherwise an employee of the Bank)
also receives $750 for attendance at each committee meeting of the Bank.
No director received compensation for services as a director
during 1995 in addition to or in lieu of the standard arrangement that is
described above.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
There are no employment contracts between the Company or the Bank
and the named executive officers. There are no plans or arrangements for
compensation of named executive officers resulting from a change in control
of the Company or the Bank.
<PAGE> 7
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
In 1992 the Bank formed a standing Compensation Committee composed
of Directors Campbell, Jansen, and Pihl. None of the Compensation Committee
members A) has ever been an officer or employee of either the Bank or the
Company, or B) has any relationship with the Company or the Bank that
requires disclosure other than as discussed under "Transactions with
Directors, Executive Officers, and Associates" in this Proxy Statement.
During the fiscal year ending December 31, 1995, no executive
officer of the Bank or the Company A) served as a member of the
Compensation Committee of another entity, one of whose executive officers
served on the Compensation Committee of the Bank, or B) served as a
director of another entity, one of whose executive officers served on the
Compensation Committee of the Bank, or C) served as a member of the
Compensation Committee of another entity, one of whose executive officers
served as a director of the Company.
EXECUTIVE COMPENSATION
In October 1992, the Securities and Exchange Commission adopted
new rules regarding the disclosure of compensation of named executive
officers. The goal of these rules is to clarify disclosure and the
rationale and basis
for such compensation. In response to the new rules a Compensation
Committee of three "outside" directors was formed. The Committee met once
in 1995.
COMPENSATION COMMITTEE REPORT
Before the formation of a Compensation Committee in 1992, the
budget for each fiscal year was presented to the Board of the Bank for
approval. It contained total proposed salary expense without breaking-out
the salaries of executive officers. If such a budget had a provision for an
increase in salaries, this applied to all employees, including the
executive officers. The Chairman of the Board made the final decision on
the allocation among executive officers. Essentially, this process is
unchanged, except that the Chairman now makes his specific recommendations
to the Compensation Committee.
In December 1995, the Chairman of the Board (who is also the CEO)
proposed the following salaries for the executive officers in 1996.
E.B. Rasmuson $350,000
Richard Strutz $300,000
Kathleen Soderberg $240,000
Gary Dalton $185,000
B. John Shipe $175,000
As in prior years, these recommendations are entirely subjective
and have no specific or mathematical relationship to performance. The
Chairman's recommendations on salaries are made with the expectation that
such salary levels can be maintained in the future.
The only compensation for executive officers is cash. There are no
retirement programs, stock rights, stock options, or long-term incentive
programs available to any employee of the Company. All employees, including
executive officers, participate in a Profit-Sharing Plan after one year's
employment and are subject to a five-year vesting. The amount contributed
to the profit-sharing plan is based on a Return on Assets performance
schedule which has a maximum contribution of 12% of the Company's net
income, once a 1.5% Return on Assets has been achieved. As a result, all
eligible employees, including executive officers, may receive additional
cash compensation based on the Company's performance in any given year.
In 1992, the Bank performed an initial review of compensation for
the top officers in similar size banks and also measured actual Bank versus
competitor performance using return on assets and return on equity. In 1993
and 1995 the Committee retained the Wyatt Company (a national firm of
consultants and actuaries) to prepare a report on comparative rates of
compensation provided to the Bank's five highest paid officers and on Bank
performance versus a group of similar size banks. The 1992, 1993, and 1995
studies clearly indicated that the pay for the named officers (particularly
the CEO and the President) was substantially lower than the industry norms
on an absolute basis without any consideration of institutional
performance. The salary increases in 1995 and 1996 will bring the top five
officers more in line with 1994 industry competitive reference compensation
amounts.
<PAGE> 8
Shown below are some tables from the 1995 Wyatt Company study.
(Note: The performance data and salary data shown in these tables is from
1994.)
FINANCIAL PERFORMANCE COMPARISON
COMPARABLY SIZED BANKS
NATIONAL BANCORP OF ALASKA
- - -------------------------------------------
NBA as a % Select Group of Banks
Select Financial of Select Performance Measures
Performance 1994 Group Average -------------------------------
Measures Results Perf. Measures Average High Low
- - ------------------ -------- --------------- --------- --------- -------
*Return on Assets 1.66% 106.67% 1.50% 1.80% 1.21%
*Return on Equity 12.25% 81.78% 14.98% 18.48% 11.10%
Total Assets ($000) $2,344,678 95.03% $2,667,331 $3,673,241 $1,925,950
Total Loans ($000) $1,226,164 82.55% $1,574,481 $2,335,519 $1,076,171
*Net Income ($000) $37,520 102.17% $36,724 $52,046 $22,600
Equity ($000) $312,722 139.78% $238,903 $321,867 $166,205
*The 1995 Company return on average assets was 1.70% and the return on
average equity was 12.41%. Net profit for the year ended 12-31-95 was a
record $41,280,000.00.
<TABLE>
<CAPTION>
COMPENSATION COMPETITIVE REFERENCE COMPARISON
"Top 5" Officers in Comparably Sized Banks
NATIONAL BANCORP OF ALASKA Competitive Base and Total Compensation
- - ------------------------------------------------------------------ -----------------------------------------
NBA as a % Total NBA as a %
Base of Select Group Cash of Select Group Five Highest Average Competitive
Position Salary Salary Averages Comp. Total Comp. Avg. Paid Officers Base Salary Reference*
- - -------------- -------- --------------- -------- ---------------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <S> <C> <C>
Chairman & CEO $250,000 80.2% $272,802 52.1% Highest Paid $311,555 $523,627
President $190,000 96.3% $214,528 64.7% 2nd Highest Paid $197,292 $331,586
Chairman-Exec
Committee $165,000 103.9% $187,802 70.4% 3rd Highest Paid $158,734 $266,782
EVP $164,000 111.1% $186.802 75.3% 4th Highest Paid $147,602 $248,073
EVP $154,000 104.5% $178,462 72.1% 5th Highest Paid $147,309 $247,580
-------- ------ -------- ----- -------- ----------
$923,000 95.9% $1,040,396 64.3% $962,492 $1,617,649
</TABLE>
* Competitive Reference values include the following:
100% of Select Group average salary
10% of select group average salary(benefits/perquisites)
58.07% of select group average base salary (80% of select group's
average short-term incentives and long-term payouts)
The committee also approved a change in the deferred compensation
plan. The Board of Directors of the Bank will be asked to approve
increasing the maximum deferral percentage from 15% to 20% of annual
compensation.
James O. Campbell
James H. Jansen
Martin R. Pihl
Members of the Compensation Committee
<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
As of 1-31-1996
- - -------------------------------------------------------------------------------
AMOUNT AND NATURE
NAMES OF OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS(2)
- - -------------------------------------------------------------------------------
Common Stock Edward B. Rasmuson 342,562(1) 4.3
Par Value $10.00
Common Stock Donald L. Mellish 5,913
Par Value $10.00
Common Stock Richard Strutz 424
Par Value $10.00
Common Stock Kathleen Soderberg 1,164
Par Value $10.00
Common Stock B. John Shipe - 0 -
Par Value $10.00
1. Reported holdings exclude 259,720 shares held in trust for Edward B.
Rasmuson on which Mr. Rasmuson has no power to vote or dispose. Also
excluded are 21,820 shares held by the wife and minor children of Edward
B.Rasmuson. Mr. Rasmuson has no power to vote or dispose of these shares
and disclaims any beneficial ownership.
2. If no percent is shown, the percent of the nominee's beneficial ownership
is less than one percent.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG NBA, KBW 50 BANK INDEX, AND S&P 500 INDEX
(SEE FOOTNOTE A)
(Graph of below table)
- - ---------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- - ---------------------------------------------------------------------------
KBW 50 Index $100.00 $158.25 $201.68 $212.86 $202.00 $323.53
S&P Index $100.00 $130.34 $140.25 $154.32 $156.41 $214.99
National Bank
of Alaska $100.00 $125.05 $185.90 $199.05 $185.79 $242.03
<PAGE> 10
A. Total return with dividend reinvestment is calculated based on share
price appreciation or depreciation and total dividends paid. Dividend
reinvestment assumes the reinvestment of dividends into additional shares
of the same class of equity securities at the frequency with which
dividends are paid on such securities during the applicable fiscal year.
Dollar figures in table are as of 12-31.
The KBW 50 Index is made up of 50 of the nation's most important
banking companies, including all money centers and most major regional
banks, and is meant to be representative of the price performance of the
nation's large banks. The KBW 50 is calculated in the same manner as the
S&P 500. Both are market-capitalization-weighted indices, so companies
judged by the market to be more important (i.e. more valuable) count for
more in both indices. It should be kept in mind that, by design, the KBW 50
does not reflect the price or total return performance of smaller banking
companies. Further information on the KBW 50 Bank Index may be obtained by
writing Keefe, Bruyette & Woods, Inc., Two World Trade Center, 85th Floor,
New York, New York 10048.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND ASSOCIATES
Certain directors and officers of the Bank and persons associated
with them are customers of and have had transactions, including credit
transactions, with the Bank from time to time in the ordinary course of
business. Additional transactions may be expected to take place in the
ordinary course of business in the future. All loans and commitments
included in transactions with such persons were made in the ordinary course
of business, were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions which the Bank had with other persons and did not involve more
than the normal risk of collectibility or present other unfavorable
features.
AVAILABILITY OF FORM 10-K
The Company will provide without charge to each beneficial owner
of its shares, upon such shareholder's written request, a copy (without
exhibits) of the Company's Annual Report on Form 10-K required to be filed
with the Securities and Exchange Commission for the year ended December 31,
1995, which is expected to be available after March 31, 1996. Requests for
copies should be addressed to: Terry S. Kipp, Secretary, National Bank of
Alaska, Post Office Box 100600, Anchorage, Alaska 99510-0600.
INDEPENDENT AUDITORS
The Company designated the firm of Deloitte & Touche, independent
public accountants, as its independent auditors for the year ended December
31, 1995. The services performed in this connection included an examination
in accordance with generally accepted auditing standards and an expression
of opinion on the fairness of the consolidated financial statements of the
Company and its subsidiary for the year ended December 31, 1995. The
Company has been advised that neither the firm nor any of its partners has
any other material direct or indirect relationship with the Company, or
with its officers or directors in their capacities as such.
A representative of Deloitte & Touche is expected to be present at
the annual meeting and will have an opportunity to make a statement and
will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997
Annual Meeting of the Company must be received by the Company at its
executive offices not later than October 13, 1996, in order to be included
in the Company's proxy statement and form of proxy relating to the 1997
Annual Meeting of Shareholders. Any such proposal should be communicated in
writing and addressed to: Terry S. Kipp, Secretary, National Bank of
Alaska, Post Office Box 100600, Anchorage, Alaska 99510-0600.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been,
or will be, borne by the Company. Officials and regular employees of the
Company may solicit proxies personally, by telephone or telegram, from some
shareholders.
By Order of the Board of Directors
/s/Terry S. Kipp
Terry S. Kipp
Secretary
February 9, 1996
<PAGE> APPENDIX Form of Proxy
NATIONAL BANCORP OF ALASKA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
The undersigned Shareholder of NATIONAL BANCORP OF ALASKA, INC., does
hereby nominate, constitute and appoint Ronald G. Benkert and Susan Wright
Mason or either one of them (with full power to act alone), my true and lawful
attorney(s) and proxy(ies), with full power of substitution, for me and in my
name, and place and stead to vote all the shares of Common Stock of said
National Bancorp of Alaska, Inc., standing in my name on its books, as of
February 2, 1996, at the Annual Meeting of Shareholders to be held at the main
Office of National Bank of Alaska at Northern Lights Boulevard and C Street,
Anchorage, Alaska, on March 19, 1996 at 10:00 a.m., or at any adjournments
thereof, with all the powers the undersigned would possess if personally
present on the following proposals more fully described in the accompanying
Proxy Statement for the meeting in the manner specified and in their discretion
on any other business that may properly come before the meeting.
1. Fix the number of directors at 23 and elect the following directors:
Donald B. Abel, Jr., Gary M. Baugh, Carl F. Brady, Jr., Alec W. Brindle, Sharon
Burrell, James O. Campbell, Jeffry J. Cook, Patrick S. Cowan, Roy Huhndorf,
James H. Jansen, Donald L. Mellish, Emil R. Notti, Tennys V. Owens, Eugene
A. Parrish, Jr., J. Michael Pate, Martin R. Pihl, Edward F. Randolph, Edward B.
Rasmuson, Major General John Schaeffer(Ret.), Michael K. Snowden, Richard
Strutz, George S. Suddock, Richard A. Wien.
[ ] VOTE FOR all nominees listed above; except vote is withheld from nominees
whose names are written below (if any). Unless otherwise specified, the
proxy will be voted for all nominees named above.
- - -------------------------------------------------------------------------------
[ ] VOTE WITHHELD from all nominees.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE SPECIFIED ABOVE,
THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED HEREON. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL SUCH PERSONS. THE UNDERSIGNED
HEREBY REVOKES ANY PROXY HERETOFORE GIVEN IN RESPECT OF THE SAME SHARES OF
STOCK FOR THIS MEETING.
Dated:____________________, 1996 ________________________________________(L.S.)
________________________________________(L.S.)
(Signature of Shareholder)
When signing as attorney, executor,
administrator, trustee, or guardian, please
give full title. If more than one trustee,
all should sign. All joint owners must sign.
Signature(s) must correspond exactly with
name(s) appearing hereon.
PLEASE DATE, SIGN AND MAIL PROXY IN ENCLOSED ENVELOPE PROMPTLY.
