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
[ ] Confidential, for Use of the Commission Only(as permitted by Rule 14a-
6(e)(2))
[ ] 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] No Fee Required.
[ ] 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 way determined):
_______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________
(5) Total fee paid
_______________________________________________________________________________
[ ] Fee paid previously with prelininary materials
[ ] 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:
_______________________________________________________________________________
<PAGE> Proxy Cover, Notice
NATIONAL BANCORP OF ALASKA, INC.
Anchorage, Alaska
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 17, 1998
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
17, 1998, 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 approve an amendment to paragraph (A) of Article FOURTH of the
Certificate of Incorporation of the Company to increase the total number of
shares of Common Stock that the Company has authority to issue to forty million
(40,000,000) (all with preemptive rights), with a $2.50 par value per share, as
more fully described in the Proxy Statement;
3. to approve an amendment to paragraph (A) of Article FOURTH of the
Certificate of Incorporation of the Company to effect a four-for-one stock
split of the Company's Common Stock and an amendment to paragraph (C) of
Article FOURTH of the Certificate of Incorporation of the Company to provide
that there shall be no preemptive rights with respect to 793,452 shares of
presently authorized but unissued Common Stock.
4. 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, 1998,
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 9, 1998
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) 522-8888
- -------------------------------------------------------------------------------
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, 1998.
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 and with respect to the amendments of the Company's
Certificate of Incorporation or, in the absence of such direction, in favor of
the Board Nominees and in favor of the amendments. 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 February 2, 1998, the Company had 8,000,000
shares of Common Stock, par value $10.00 per share, issued, of which 236,985
shares are held by the Company as Treasury Stock. Shareholders of record at the
close of business on February 2, 1998, 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, 1998.
Amount and Nature Percent
Name and Address of Beneficial of
Title of Class of Beneficial Owner Ownership Class
-----------------------------------------------------------------------------
Common Stock Elmer E. Rasmuson 3,950.316* 51.1%
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 (10.0% 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 718,892 shares or 9.2% of the Company's outstanding Common Stock.
Not included in these shares are 22,525 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 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, 1998(3)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
-------------------
Donald B. Abel, Jr. 61 President, Don Abel 1,930
1976 Building Supplies, Inc.
(retail building supplies)
Gary M. Baugh 59 President, Baugh 2,500
1983 Construction and
Engineering Company
(construction)
Carl F. Brady Jr. 54 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> 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, 1998(3)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
-------------------
Alec W. Brindle 59 President, Wards 38,861(1)
1977 Cove Packing Company,
Inc. (salmon cannery)
James O. Campbell 65 Campbell & Campbell 4,272
1972 since 1997 (apartment
rentals); from 1994 to 1997
Commissioner,
Arctic Research
Commission (national
research needs and
objectives in the Arctic);
from 1991 to 1994 CEO,
Alaska Commercial
Company (retail groceries
and merchandise).
Jeffry J. Cook 54 Vice President 646
1984 Administration, MAPCO
Alaska Inc. since 1994
(oil refining and product
sales); Director, North
Alaska Region, ARCO
Alaska, Inc., a major oil
company, from 1990
to 1994 (Community
Relations)
Patrick S. Cowan 58 Owner, Birch Ridge Golf 227
1994 Course (Golf)
Roy Huhndorf 57 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 51 President & CEO of 10,100
1990 Lynden Incorporated
(trucking and
transportation)
Donald L. Mellish(8) 70 Chairman of the Executive 5,875
1964 Committee of the Bank
<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, 1998(3)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
-------------------
Emil Notti 64 Consultant 566
1973
Howard R. Nugent 53 President, Howdie Homes 100
1996 Inc. (residential and comm-
ercial construction)
Tennys B. Owens 57 President, Artique Lt. 4,100
1991 Gallery (art retail sales,
marketing and publishing)
Eugene A. Parrish, Jr. 52 Vice President, Holland 865
1982 America Cruise Lines since
1996, (Travel)
President Westmark
Hotels, Inc. (hotel and
restaurant management)
J. Michael Pate 50 President, Pate Insurance 1,180
1991 Agency, Inc. (insurance)
Martin R. Pihl 63 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 38 President, Edward F. Randolp 100
1995 Ins. Agency, Inc. (insurance)
Edward B. Rasmuson 57 Chairman of the Board 341,770(2) 4.4
1974 of the Company and the
Bank
Major General John 58 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)
Michael K. Snowden 52 President, Service Transfer 4,637(4)
1995 Inc. (fuel distribution and
transport services)
<PAGE> 5
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, 1998(3)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS(6)
-------------------
Richard Strutz 47 President of the Company 1,119
1992 and the Bank
George S. Suddock 58 Chairman, Alaska National 280,472(5) 3.6
1969 Corporation (insurance)
Richard A. Wien(8) 62 Chairman & CEO, Florcraft 941
1974 (floor coverings)
Sharon Wikan 49 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)
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: 22,355 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 include 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.
Wien is a director of Alaska Air Group, Inc.
<PAGE> 6
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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.
DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Bank met ten times during 1997 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
1997, except Director Notti. 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 1997.
PROPOSAL 2:
AMENDMENT TO PARAGRAPH (A) OF ARTICLE FOURTH OF THE
CERTIFICATE OF INCORPORATION OF THE COMPANY
TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's stockholders are asked to act upon a proposal to approve an
amendment to Article FOURTH of the Company's Certificate of Incorporation to
increase the total number of authorized shares of Common Stock from 10,500,000
shares to 40,000,000 shares. All 40,000,000 shares will have preemptive rights
except the 793,452 shares discussed in Proposal 3. A preemptive right is the
right of a shareholder to subscribe to his proportionate part of a new issue of
shares offered by the company for sale for cash. In January 1998, the Board
approved this amendment of the Certificate of Incorporation in connection with
the Board's approval of a four-for-one stock split (the " Stock Split"), which
is discussed in Proposal 3. The Board directed that this proposal be submitted
to the Company's stockholders for consideration.
The following is the text of paragraph (A) of Article FOURTH of the
Certificate of Incorporation, as proposed to be amended to effect the increase
in the total number of authorized shares of Common Stock of the Company:
The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is Forty Million (40,000,000)
shares of common stock, par value $2.50 per share (hereinafter called
"Common Stock").
If both Proposal 2 and Proposal 3 are approved by the stockholders of the
Company at the Annual Meeting, the amendment to Article FOURTH of the
Certificate of Incorporation would be effected on the soonest practicable date
following the Annual Meeting (the "Effective Date"), unless there is a
determination by the Board of Directors that the Stock Split described in
Proposal 3 is no longer in the best interests of the Company and its
stockholders. The Board will make any such determination based on prevailing
market conditions, on the likely effect on the market price of the Common
Stock, and on other relevant factors. If the amendment is not effected, the
Board of Directors will take action to abandon the amendment pursuant to
Section 242(c) of the Delaware General Corporation Law.
<PAGE> 7
PURPOSES AND EFFECTS OF THE INCREASE IN THE TOTAL NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK.
The proposed increase in the authorized number of shares of Common Stock is
necessary to provide the Company with a sufficient number of shares to effect
the Stock Split described in Proposal 3 and to provide the Company with
flexibility for the future.
As of February 2, 1998, the Company had 8,000,000 shares of Common Stock
outstanding. With only approximately 2,500,000 shares of authorized but
unissued Common Stock remaining, the Company does not have a sufficient number
of authorized but unissued shares of Common Stock necessary to implement the
Stock Split unless the number of authorized shares of Common Stock is
increased. Accordingly, the Board of Directors has determined that the Stock
Split is contingent upon stockholder approval of the amendment to Article
FOURTH of the Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 10,500,000 shares (198,363 without preemptive
rights) to 40,000,000 shares (793,452 without preemptive rights).
The increase in authorized shares of Common Stock will decrease the present
ratio of authorized but unissued shares of Common Stock to issued shares of
Common Stock, but the Board has concluded that the additional authorized common
stock will provide the Board with a sufficient degree of flexibility to enable
the Company to address future opportunities and the requirements for issuing,
from time to time, additional shares of Common Stock.
Increasing the number of authorized shares of stock to a number that
provides for a substantial number of additional authorized but unissued shares
of stock is a common occurrence among publicly held companies. The authorized
shares of Common Stock in excess of those outstanding after the Stock Split
will be available for issuance at such times and for such purposes as the Board
of Directors may deem advisable without further action by the Company's
stockholders, except as may be required by applicable laws or regulations,
including stock exchange rules. These purposes may include additional stock
dividends, stock splits, retirement of indebtedness, employee benefit programs,
corporate business combinations, acquisitions of property, issuance of
securities convertible into Common Stock or other corporate purposes. The Board
of Directors has no current plans to issue any shares of Common Stock for any
such purposes, other than pursuant to the Stock Split proposal, and does not
intend to issue any stock except on terms or for reason which the Board deems
to be in the best interests of the Company.
Each additional share of Common Stock authorized by the amendment to Article
FOURTH of the Certificate of Incorporation described in this Proposal would
have the same rights and privileges as each share of Common Stock currently
authorized or outstanding, except to the extent certain preemptive rights could
be modified pursuant to Proposal 3.
Since the par value of the Common Stock would be reduced from $10.00 per
share to $2.50 per share in connection with this Proposal, an adjustment would
not need to be made in the stockholders' equity accounts of the Company or to
the additional paid-in-capital account on the Company's balance sheet. Total
stockholders' equity would remain unchanged. The affirmative vote of the
holders of a majority of the outstanding shares of Common Stock entitled to
vote at the Annual Meeting will be necessary for the approval of the amendment
to Article FOURTH of the Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSED
AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
AN ABSTENTION WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSAL.
PROPOSAL 3:
AMENDMENT TO PARAGRAPH (A) OF ARTICLE FOURTH OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT A FOUR-FOR-ONE STOCK SPLIT OF
THE COMPANY'S COMMON STOCK AND TO PARAGRAPH (C) OF ARTICLE FOURTH OF
THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE THAT THERE SHALL
BE NO PREEMPTIVE RIGHTS WITH RESPECT TO 793,452 SHARES OF PRESENTLY
AUTHORIZED BUT UNISSUED COMMON STOCK
The Company's stockholders are asked to act upon a proposal to approve the
Board's action to amend the Company's Certificate of Incorporation to effect a
four-for-one stock split of the Company's Common Stock (the "Stock Split," as
defined above). In December 1997 and in January 1998, the Board of Directors
approved the Stock Split and directed that this proposal to approve amendments
to paragraph (A) and (C) of Article FOURTH of the Certificate of Incorporation
to effect the Stock Split be submitted to the Company's stockholders for
consideration.
The following is the text of a new second paragraph (A) of Article FOURTH of
the Certificate of Incorporation of the Company, as proposed to be amended to
effect the Stock Split as described in this Proposal:
<PAGE> 8
Upon this amendment becoming effective, each of the issued and
outstanding shares of Common Stock, par value $10.00 per share (the
"Old Common Stock"), shall, without any action on the part of the
holder thereof, be reclassified as and changed into four (4) shares
of new Common Stock, ($2.50) par value per share (the "New Common
Stock"). Each certificate then outstanding representing shares of
Old Common Stock shall automatically and without the necessity of
presenting the same for exchange represent thereafter that number of
shares of New Common Stock into which the shares of Old Common Stock
represented by such certificates shall have been reclassified;
provided, however, that each person holding of record a stock
certificate or certificates representing shares of Old Common
Stock shall receive, upon surrender of such certificate or
certificates, a new certificate or certificates evidencing and
representing the number of shares of New Common Stock to which such
person is entitled.
In addition, this Proposal provides for an amendment to paragraph (C) of
Article FOURTH to reflect the effect of the Stock Split by replacing the
current reference to "198,363" with a new reference to "793,452." Under
paragraph (C) of Article FOURTH of the current Articles of Incorporation,
198,363 shares of presently authorized but unissued Common Stock are not
subject to preemptive rights. This Proposal would amend paragraph (C) of
Article FOURTH to increase the number of shares not subject to preemptive
rights by a factor of four to 793,452. Essentially, this will keep the same
ratio of unissued Common Stock without preemptive rights to authorized and
issued Common Stock that presently exists.
If this Proposal is approved by the stockholders of the Company at the
Annual Meeting, the Stock Split would be effected on the soonest practicable
date following the Annual Meeting (the "Effective Date," as defined above),
unless there is a determination by the Board of Directors that the Stock Split
is no longer in the best interests of the Company and its stockholders. The
Board will make any such determination based on prevailing market conditions,
on the likely effect on the market price of the Common Stock, and on other
relevant factors. If the amendment is not effected, the Board of Directors
will take action to abandon the amendment pursuant to Section 242(c) of the
Delaware General Corporation Law.
PURPOSES AND EFFECTS OF THE STOCK SPLIT
The Board of Directors has proposed the Stock Split because the Board
believes that the Stock Split is in the best long-term and short-term interests
of the Company and its stockholders as the increase in the number of
outstanding shares of Common Stock and the lower market price per share
resulting from the Stock Split is expected to broaden the market for and
improve the marketability of the Common Stock and increased the number of
stockholders of the Company. Although the impact on the market price of shares
of Common Stock cannot be predicted with certainty, it is likely that the Stock
Split would initially result in the market price of each share of Common Stock
being approximately one-fourth of the price previously prevailing, and that the
aggregate market price of all shares of Common Stock held at the Effective Time
by a particular stockholder should remain approximately the same. Stockholders
should be aware, however, that brokerage charges and any applicable transfer
taxes on sales and transfers of shares would be higher after the Stock Split on
the same relative interest in the Company because that interest would be
represented by a greater number of shares.
The Common Stock is listed for trading on NASDAQ National Market ("NASDAQ").
On the Record Date, the reported closing price of the Common Stock on NASDAQ
was $_________ per share.
Proportionate voting rights and other rights of stockholders would not be
altered by the Stock Split.
The proposed Stock Split would not change the stockholders' equity or
interest in the Company, and the book value of the number of shares outstanding
immediately after the applicable Stock Split would be equal to the book value
of the number of shares outstanding immediately prior to the Stock Split.
FROM AND AFTER THE EFFECTIVE TIME, EACH CERTIFICATE SHALL AUTOMATICALLY AND
WITHOUT NECESSITY OF PRESENTING SUCH CERTIFICATE FOR EXCHANGE REPRESENT FOUR
TIMES THE NUMBER OF SHARES INDICATED ON SUCH CERTIFICATE, PROVIDED, HOWEVER,
THAT EACH PERSON HOLDING OF RECORD A STOCK CERTIFICATE SHALL RECEIVE, UPON
SURRENDER OF SUCH CERTIFICATE OR CERTIFICATES, A NEW CERTIFICATE OR
CERTIFICATES REPRESENTING THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $2.50
PER SHARE, TO WHICH SUCH PERSON IS ENTITLED.
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all compensation paid for the calendar years ended
December 31, 1995, 1996, 1997, 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, 1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
- -------------------------------------------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION COMPENSATION
- -------------------------------------------------------------------------------
Edward B. Rasmuson, CEO, 1997 375,000 49,147
Chairman of the Board of 1996 350,000 36,029 59,850
Directors and Director of 1995 300,000 13,196 26,372
the Company and the Bank
Richard Strutz, President 1997 325,000 10,818
the and of Company and 1996 300,000 1,625 51,300
Director the Bank 1995 250,000 2,280 26,372
Kathleen Soderberg, Executive 1997 260,000 2,168
Vice President of the Bank 1996 240,000 2,637 41,040
1995 200,000 61 26,372
Gary Dalton, Executive 1997 205,000 1,673
Vice President of the Bank 1996 185,000 2,541 31,635
1995 160,000 29,058
Donald L. Mellish, Chairman 1997 165,000 135
of the Executive Committee 1996 165,000 28,215
of the Bank and Director 1995 165,000 689 26,372
of the Company and the Bank
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%. In 1997, the Board increased the maximum
allowable percentage of deferral to 100%.
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 $1,000 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 $1,000
for attendance at each committee meeting of the Bank.
<PAGE> 10
No director received compensation for services as a director during 1997 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, 1997, 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 1997.
COMPENSATION COMMITTEE REPORT
The Bank's compensation of executive officers is based on evaluation of many
factors including financial performance, information on industry compensation
practices and levels, the ability to retain senior management, and an objective
to have salaries at levels that can be maintained in the future.
Compensation of all employees, including executive officers, is based on direct
salary and participation in the Bank's Profit-Sharing Plan. The Bank does not
grant executive employees stock options, stock appreciation rights, or other
forms of long-term incentive compensation which are a significant portion of
most peer bank compensation programs.
Independent consultants are periodically engaged to report on comparisons of
the Bank's performance and the compensation of the Bank's highest paid
executive officers with similar size banks. In recent years, the Bank has
experienced substantial growth in assets and the Bank's earnings as a return on
assets has been outstanding.
The Chairman of the Board's recommendations of salaries for the six highest
paid officers of the Bank for 1998, which are approved by the Compensation
Committee on behalf of the Board of Directors, are as follows:
Chairman of the Board and CEO Edward B. Rasmuson $425,000
President Richard Strutz 375,000
Executive Vice President Kathleen Soderberg 290,000
Executive Vice President Gary Dalton 235,000
Executive Vice President James L. Cloud 180,000
Chairman of the
Executive Committee Donald L. Mellish 165,000
<PAGE> 11
The Compensation Committee has consistently found that salaries of the Bank
executive officers are well within comparisons with other banks of similar size
and consistent with the compensation plan objectives of the Bank.
COMPENSATION COMMITTEE
James O. Campbell
James H. Jansen
Martin R. Pihl
SECURITY OWNERSHIP OF MANAGEMENT
As of 1-31-1998
- -------------------------------------------------------------------------------
AMOUNT AND NATURE
NAMES OF OF BENEFICIAL PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS(2)
- -------------------------------------------------------------------------------
Common Stock Edward B. Rasmuson 341,770(1) 4.4
Par Value $10.00
Common Stock Donald L. Mellish 5,875
Par Value $10.00
Common Stock Richard Strutz 1,119
Par Value $10.00
Common Stock Kathleen Soderberg 1,758
Par Value $10.00
Common Stock Gary Dalton 675
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 22,355 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.
Charts are not available at this time.
Charts will be inserted in this space.
Charts are not available at this time.
Charts will be inserted in this space.
<PAGE> 12
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, 1997, which
is expected to be available after March 31, 1998. 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, 1997.
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, 1997. 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 1999 Annual
Meeting of the Company must be received by the Company at its executive offices
not later than October 13, 1998, in order to be included in the Company's proxy
statement and form of proxy relating to the 1999 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.
<PAGE> 13
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 9, 1998
<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 John A. Treptow 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, 1998, 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 17, 1998 at 10:00a.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,
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., 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, Sharon
Wikan.
[ ] 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.
2. To approve an amendment to Paragraph (A) of Article Fourth of the
Company's Certificate of Incorporation to increase the total number of shares
of capital common stock that the company has authority to issue to forty
million (40,000,000) (all with preemptive rights), with a $2.50 par value per
share.
For Against Abstain
[ ] [ ] [ ]
3. To approve an amendment to paragraph (A) of Article FOURTH of the
Certificate of Incorporation of the Company to effect a four-for-one stock
split of the Company's Common Stock and an amendment to paragraph (C) of
Article FOURTH of the Certificate of Incorporation of the Company to provide
that there shall be no preemptive rights with respect to 793,452 shares of
presently authorized but unissued Common Stock.
For Against Abstain
[ ] [ ] [ ]
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR THE
ELECTION OF THE NOMINEES, FOR PROPOSALS 2 and 3, 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 PROPOSALS 2 and
3. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN IN RESPECT OF THE
SAME SHARES OF STOCK FOR THIS MEETING.
Dated: ______________________, 1998
____________________________(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.
