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:
[X] Preliminary proxy statement
[ ] 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 0-11:1
_______________________________________________________________________________
(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:
_______________________________________________________________________________
_______________________________________________
1 Set forth the amount on which the filing fee is calculated and state how
it way determined.
<PAGE> 1 of 16 Proxy cover
NATIONAL BANCORP OF ALASKA, INC.
Anchorage, Alaska
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 18, 1997
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
18, 1997, at 10:00 a.m. for the following purposes:
1. to fix the number of directors to be elected at 24 and to elect 24
directors; and
2. to act upon a proposal, unanimously approved by the Board of Directors, to
amend the Company's Certificate of Incorporation to narrow the
provision of preemptive rights by eliminating the preferential right of
shareholders to purchase treasury shares.
3. 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 3,
1997, 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
Terry S. Kipp
Secretary
February 10, 1997
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>2 of 16
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 10, 1997.
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
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 judgment. 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, 1997, 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 3, 1997, 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, 1997.
Amount and Nature Percent
Name and Address of Beneficial of
Title of Class of Beneficial Owner Ownership Class
Common Stock Elmer E. Rasmuson 3,972,280* 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 716,916 shares or 9.0% of the Company's outstanding Common Stock.
Not included in these shares are 22,276 shares held of record and owned
beneficially solely by spouses and minor children of members of this group.
<PAGE> 3 of 16
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 24.
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 24 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, 1997(3)
SHARES PERCENT
HELD OF CLASS(6)
Donald B. Abel, Jr. 60 President, Don Abel 1,930
1976 Building Supplies, Inc.
(retail building supplies)
Gary M. Baugh 58 President, Baugh 2,500
1983 Construction and
Engineering Company
(construction)
Carl F. Brady Jr. 53 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)
<PAGE> 4 of 16
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, 1997(3)
SHARES PERCENT
HELD OF CLASS(6)
Alec W. Brindle 58 President, Wards 40,432(1)
1977 Cove Packing Company,
Inc. (salmon cannery)
Sharon Burrell 48 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 64 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 53 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 57 Owner, Birch Ridge Golf 198
1994 Course (Golf)
Roy Huhndorf 56 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 50 President & CEO of 10,100
1990 Lynden Incorporated
(trucking and
transportation)
<PAGE> 5 of 16
AGE AND YEAR
FIRST BECAME A PRINCIPAL
DIRECTOR OF THE OCCUPATION SHARES OF COMMON STOCK
COMPANY OR THE OR BENEFICIALLY OWNED AS
NAME PREDECESSOR EMPLOYMENT(7) OF JANUARY 31, 1997(3)
SHARES PERCENT
HELD OF CLASS(6)
Donald L. Mellish(8) 69 Chairman of the Executive 5,913
1964 Committee of the Bank
Emil Notti 63 Consultant 566
1973
Howard R. Nugent 52 President, Howdie Homes 100
1996 Inc. (residential and comm-
ercial construction)
Tennys B. Owens 56 President, Artique Lt. 3,700
1991 Gallery (art retail sales,
marketing and publishing)
Eugene A. Parrish, Jr. 50 Vice President, Holland 865
1982 America Cruise Lines since
1996, (Travel)
President Westmark
Hotels, Inc. (hotel and
restaurant management)
J. Michael Pate 49 President, Pate Insurance 1,180
1991 Agency, Inc. (insurance)
Martin R. Pihl 62 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 37 President, Edward F. 100
1995 Randolph Ins. Agency,
Inc. (insurance)
Edward B. Rasmuson 56 Chairman of the Board 342,562(2) 4.3
1974 of the Company and the
Bank
Major General John 57 Consulting, Arctic Slope 133
Schaeffer (Ret.) 1988 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);
<PAGE> 6 of 16
AGE AND YEAR
FIRST BECAME A PRINCIPAL
DIRECTOR OF THE OCCUPATION SHARES OF COMMON STOCK
COMPANY OR THE OR BENEFICIALLY OWNED AS
NAME PREDECESSOR EMPLOYMENT(7) OF JANUARY 31, 1997(3)
SHARES PERCENT
HELD OF CLASS(6)
Michael K. Snowden 51 President, Service Transfer
3,737(4)
1995 Inc. (fuel distribution and
transport services)
Richard Strutz 46 President of the Company 424
1992 the Bank, 1992; Executive
Vice President of the Bank,
1987 to 1992
George S. Suddock 57 Chairman, Alaska National 284,472(5) 3.6
1969 Corporation (insurance)
Richard A. Wien(8) 61 Chairman & CEO, Florcraft 941
1974 (floor coverings)
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: 21,106 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 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
1996 all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were in compliance.
<PAGE> 7 of 16
DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Bank met ten times during 1996 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
1996. 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 four meetings in 1996.
PROPOSAL TO ELIMINATE PREEMPTIVE RIGHTS
By resolution dated December 17, 1996, the Board of Directors unanimously
approved a resolution declaring it advisable and in the best interests of the
Company to amend the Company's certificate of Incorporation (the "Certificate")
to narrow the provision of preemptive rights. The Certificate currently
provides that shareholders will have a preemptive right with respect to the
issuance of treasury stock as well as authorized but unissued stock. The
Company proposes to amend Article Fourth of its Certificate by eliminating the
preemptive right of shareholders to purchase or subscribe for treasury shares.
The Board proposes to revise the second sentence of subsection (C) of Article
Fourth of Certificate by replacing the following phrase "or constitute shares
held in the treasury of the Corporation" with "but shall not apply to shares
held in the treasury of the Corporation." In all other respects subsection (C)
of Article Fourth will remain the same. The complete language of subsection
(C) of Article Fourth as proposed to be revised is reproduced in Appendix A to
this proxy statement.
Purpose of Amendment
Since the Company was incorporated in June 1982, its Certificate has provided
for preemptive rights whereby each shareholder of the Company would have a
preferential right to purchase or subscribe for their proportionate part of an
issuance by the Company of shares, whether treasury shares or authorized but
previously unissued shares. Historically, corporations adopted preemptive
rights to preserve each shareholder's proportionate interest, voting rights and
voting power against a possible dilution through disproportionate sales by the
corporation of additional shares to other more favored purchasers. Each
shareholder had a preferential right to purchase that company's stock before
the company could sell the stock for money to other persons or entities.
Therefore, the concept of preemptive rights was developed to help protect and
preserve each shareholder's voting strength in the corporation and his
resultant ability to elect directors or otherwise to affect policy of the
corporation. Although at the present time most publicly-owned U.S.
corporations do not have preemptive rights, the Board wishes to retain in the
Certificate the substantial portion of the preemptive rights provision to allow
shareholders to maintain their proportionate interest in the Common Stock of
the Company. The Board believes the Company's and its shareholders' interests
will be best served by the preservation of existing preemptive rights with
respect to authorized but previously unissued shares and by the elimination of
preemptive rights with respect to treasury shares.
The Board of Directors believes that the continued existence of preemptive
rights with respect to treasury shares will adversely affect the orderly
implementation of the Board's management decisions regarding the Company's
adoption of employee and shareholder stock benefit plans. The Company has
determined that it would benefit employees to utilize treasury shares to allow
them to fund at least a portion of their profit sharing plan, and/or deferred
compensation plan. It would benefit shareholders by being able to use treasury
shares for a dividend reinvestment plan. In this regard, the Company and/or
the Company's agents will purchase shares of Common Stock in the open market
and in privately negotiated transactions to utilize for such plans. Were
preemptive rights to continue to exist on treasury shares, the Company would
be unable to allow the participants to invest in shares of Common Stock
pursuant these plans or to use shares for a dividend reinvestment plan before
all shareholders of the Company were offered the opportunity to purchase such
shares - a costly, time consuming, and inefficient exercise; the practical
result of this exercise would be to prevent the Board from adopting plans to
allow investment in Company Common Stock. The Board believes that it would be
more difficult for the Company to attract and retain highly qualified employees
without the benefit of such plans. The Company has no present plans to adopt
other employee or shareholder benefit plans.
<PAGE> 8 of 16
The Board believes it is sound business policy as a general rule to give the
directors of the Company wide authority not only in the conduct of the business
itself, but also in the procedure for formulating employee and shareholder
benefit plans as they may determine in the exercise of their business judgment.
In the Board's opinion, the continued existence of preemptive rights in the
Certificate with respect to treasury shares will operate as a hindrance to the
Company's effective operations. In sum, the Board of Directors believes that
elimination of mandatory preemptive rights with respect to treasury shares will
benefit the Company, its employees, and its shareholders.
Effect of Amendment
If the amendment to the Company's Certificate of Incorporation is approved by
the shareholders, each shareholder will continue to have a preemptive or
preferential right to subscribe for or purchase shares of authorized but
previously unissued Common Stock upon issuance of such shares by the Company
for money. However, if preemptive rights are narrowed as proposed, no
shareholder will have a preferential right to subscribe to any treasury shares
which are to be utilized to fund any Company benefit plan or which might be
issued by the Company for any other purpose. Upon adoption of the proposed
amendment, the Company will be able to adopt and operate any such plan and fund
such plan with treasury shares without purchase. To the extent and in the
event that the Company were to utilize authorized but previously unissued
shares of Common Stock to fund a plan, preemptive rights would apply and the
Company would be obligated under its Certificate to offer any such shares first
to its shareholders before making any such authorized but previously unissued
shares available for issuance to participants of any Company benefit plan.
Vote Required
Adoption of the amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to vote thereon.
Abstention from voting on the amendment (including broker non-vote) will have
the same legal effect as a vote "against" the amendment, even though the
shareholder may interpret such action differently.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all compensation paid for the calendar years ended
December 31, 1994, 1995, 1996, 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, 1996.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION COMPENSATION
Edward B. Rasmuson, CEO, 1996 350,000 22,170 56,000
Chairman of the Board of 1995 300,000 13,916 26,372
Director and Director of 1994 250,000 22,802
the Company and the Bank
Richard Strutz, President and 1996 300,000 755 48,000
Director of the Company and 1995 250,000 2,280 26,372
the Bank 1994 190,000 24,528
Kathleen Soderberg, Executive 1996 240,000 1,622 38,400
Vice President of the Bank 1995 200,000 61 26,372
1995 164,000 22,802
Gary Dalton, Executive Vice 1996 185,000 1,500 29,600
President of the Bank 1995 160,000 29,058
1994 135,000 23,582
Donald L. Mellish, Chairman 1996 165,000 26,400
of the Executive Committee of 1995 165,000 689 26,372
the Bank and Director of the 1994 165,000 22,802
Company and the Bank
<PAGE> 9 of 16
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION COMPENSATION
B. John Shipe, Executive Vice 1996 175,000
President of the Bank 1995 160,000 26,372
(resigned in 1996) 1994 154,000 24,462
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. In 1996, the Board increased the maximum allowable percentage
of deferral from 15% to 20%.
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 1996 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.
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, 1996, 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.
<PAGE> 10 of 16
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
Aoutside@ directors was formed. The Committee met once in 1996.
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 1996, the Chairman of the Board (who is also the CEO) proposed
the following salaries for the executive officers in 1997.
E.B. Rasmuson 375,000
Richard Strutz 325,000
Kathleen Soderberg 260,000
Gary Dalton 205,000
Donald L. Mellish 165,000
As in prior years, these recommendations have no specific formula or
mathematical relationship to performance. The Chairman's recommendations are
based on a subjective evaluation of a number of factors that include current
year financial performance, expected financial performance, information on
industry compensation practices, the ability to retain senior management and a
desire to set salary levels that 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 brought the top five officers more in line with 1994 industry competitive
reference compensation amounts.
<PAGE> 11 of 16
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.)
<TABLE>
<CAPTION>
FINANCIAL PERFORMANCE COMPARISON
COMPARABLY SIZED BANKS
NATIONAL BANCORP OF ALASKA
NBA as a %
Select Financial of Select Group Select Group of Banks
Performance 1994 Average Performance Measures
Measures Results Perf. Measures Average High Low
<S> <C> <C> <C> <C> <C>
*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
</TABLE>
*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> <C> <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 will review updated competition reference data in 1997.
James O. Campbell
James H. Jansen
Martin R. Pihl
<PAGE> 12 of 16
Members of the Compensation Committee
SECURITY OWNERSHIP OF MANAGEMENT
As of 1-31-1997
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 1,264
Par Value $10.00
Common Stock Gary Dalton 246
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 22,106 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, S&P 500 INDEX
(SEE FOOTNOTE A)
Charts are not available at this time.
Charts will be inserted in this space.
Charts are not available at this time.
<PAGE> 13 of 16
Charts will be inserted in this space.
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, 1996, which
is expected to be available after March 31, 1997. 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, 1996.
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, 1996. 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.
<PAGE> 14 of 16
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 Annual Meeting
of the Company must be received by the Company at its executive offices not
later than October 13, 1997, in order to be included in the Company's proxy
statement and form of proxy relating to the 1998 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
Terry S. Kipp
Secretary
February 10, 1997
<PAGE> 15 of 16
Appendix A
PROPOSED AMENDMENT TO SUBSECTION (C) OF ARTICLE FOURTH
OF THE COMPANY'S CERTIFICATE OF INCORPORATION
Subsection (C) of Article Fourth of the Company's Certificate of
Incorporation is hereby amended to read in its entirety as follows:
(C) The registered holders of the shares of Common Stock shall
have only a preemptive right as set forth in this Article to
purchase, at such respective equitable prices, terms, and
conditions as shall be fixed by the Board of Directors, such of the
shares of Common Stock of the Corporation or securities convertible
into or carrying options or warrants to purchase such shares of
Common Stock as may be issued for money from time to time. Unless
eliminated, restricted or modified in accordance with the last
sentence of this paragraph (C), such preemptive right shall apply
to all shares issued after the first 3,000,000 shares, whether the
additional shares constitute a part of the shares presently or
subsequently authorized but shall not apply to shares held in the
treasury of the Corporation, except that the holders of the Common
Stock shall have no preemptive right to purchase or subscribe for
all or any part of 198,363 shares of presently authorized but
unissued Common Stock. The preemptive right of the holders of
Common Stock to purchase or subscribe for additional shares of
Common Stock may be eliminated, restricted or modified by the
amendment of the Certificate of Incorporation in accordance with
the applicable provisions of the General Law of the State of
Delaware.
<PAGE> 16 of 16 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 3, 1997, 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 18, 1997 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 24 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, Howard R. Nugent, Tennys B.
Owens, Eugene A. Parrish, Jr., 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
nonimees 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.
2. Approve an amendment to the Company's Certificate of Incorporation to
narrow the provision of preemptive rights.
For Against Abstain
[ ] [ ] [ ]
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR THE
ELECTION OF THE NOMINEES, FOR PROPOSAL 2, AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR PROPOSAL 2. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN IN RESPECT OF THE SAME
SHARES OF STOCK FOR THIS MEETING.
Dated: ___________________________ ______________________________(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.
