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
[ ] Confidential, for Use of the Commission Only(as permitted by Rule 14a-
6(e)(2))
[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)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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 preliminary 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
NATIONAL BANCORP OF ALASKA, INC.
Anchorage, Alaska
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 16, 1999
TO OUR 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
16, 1999, at 10:00 a.m. for the following purposes:
1. to fix the number of directors to be elected at 25 and to
elect 25 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 1, 1999, 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 8, 1999
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 8, 1999.
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 February 1, 1999, the Company had 32,000,000 shares
of Common Stock, par value $2.50 per share, issued, of which 1,404,489 shares
are held by the Company as Treasury Stock. Shareholders of record at the close
of business on February 1, 1999, 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, 1999.
Amount and Nature Percent
Name and Address of Beneficial of
Title of Class of Beneficial Owner Ownership Class
- -------------------------------------------------------------------------------
Common Stock Elmer R. Rasmuson 15,741,964* 51.3%
par value $2.50 P.O. Box 100600
Anchorage, AK 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 3,116,640 shares
(10.1% of the outstanding shares) which he holds as trustee under three trusts
for the benefit of each of his children;
<PAGE> 2
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 2,753,122 shares or 9.0% of the Company's outstanding Common
Stock. Not included in these shares are 49,345 shares held of record and owned
beneficially solely by a spouse of this group.
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 25.
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 25 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(6) OF JANUARY 31, 1999(2)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS (5)
- -------------------------------------------------------------------------------
Donald B. Abel, Jr. 62 President, Don Abel 7,720
1976 Building Supplies, Inc.
(retail building supplies)
Gary M. Baugh 60 President, Baugh 10,000
1983 Construction and
Engineering Company
(construction)
<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(6) OF JANUARY 31, 1999(2)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS (5)
- -------------------------------------------------------------------------------
Carl F. Brady Jr. 55 Chairman and CEO, 33,332
1989 Brady & Co. Ins.,
(insurance brokerage)
Alec W. Brindle 60 President, Wards 71,996
1977 Cove Packing Company,
Inc. (salmon cannery)
James O. Campbell 66 Campbell & Campbell 17,088
1972 since 1997 (apartment
rentals); from 1994 to
1997 Commissioner,
Arctic Research
Commission (national
research needs and
objectives in the Arctic)
Jeffry J. Cook 55 Vice President 2,684
1984 Administration, MAPCO
Alaska Inc. (oil refining
and product sales)
Patrick S. Cowan 59 Owner, Birch Ridge 3,858
1994 Golf Course (Golf)
Sharon D. Gagnon 58 Civic Leader 1,004
1998
Roy Huhndorf 58 Management Consultant 400
1987 since 1998;
Chairman of the Board,
Cook Inlet Region, Inc.
from 1996 to 1998
(Alaska Native
Regional Corporation);
Chairman and CEO,
Cook Inlet Region, Inc.
from 1992 to 1996
James H. Jansen 52 President & CEO of 40,400
1990 Lynden Incorporated
(trucking and
transportation)
Donald L. Mellish 71 Chairman of the 23,496
1964 Executive 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(6) OF JANUARY 31, 1999(2)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS (5)
- -------------------------------------------------------------------------------
Emil Notti 65 Consultant 2,264
1973
Howard R. Nugent 54 President, Howdie 1,000
1996 Homes Inc. (residential
and commercial
construction)
Tennys B. Owens 58 President, Artique Lt. 7,600
1991 Gallery (art retail
sales, marketing and
publishing)
Eugene A. Parrish, Jr. 53 Vice President, Holland 3,460
1982 America Cruise Lines
since 1996, (Travel)
President Westmark
Hotels, Inc. (hotel and
restaurant management)
J. Michael Pate 51 President, Pate 4,720
1991 Insurance Agency, Inc.
(insurance)
Martin R. Pihl 64 Retired since 1995; 8,096
1972 Acting Executive
Director, Alaska
Permanent Fund
Corp. 1994 to 1995,
(investments)
Edward F. Randolph 39 President, Edward F. 400
1995 Randolph Ins. Agency,
Inc. (insurance)
Edward B. Rasmuson 58 Chairman of the Board 1,365,185 (1) 4.4
1974 of the Company and the
Bank
Major General John 59 Consulting, Arctic 532
Schaeffer (Ret.) 1988 Slope Regional
Corporation(Alaska
Native Regional
Corporation)
Michael K. Snowden 53 President, Service 18,548 (3)
1995 Transfer 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(6) OF JANUARY 31, 1999(2)
- -------------------------------------------------------------------------------
SHARES PERCENT
HELD OF CLASS (5)
- -------------------------------------------------------------------------------
Richard Strutz 48 President of the 5,758
1992 Company and the Bank
George S. Suddock 59 Chairman, Alaska 1,107,411 (4) 3.6
1969 National Corporation
(insurance)
Richard A. Wien(7) 63 Chairman & CEO, 3,764
1974 Florcraft
(floor coverings)
Sharon Wikan 50 Secretary - Treasurer 640
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 exclude 1,038,880 shares held in trust for Edward B.
Rasmuson, over which Mr. Rasmuson has no power to vote or dispose.
2. 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: 49,345 shares held by the wife of Edward B.
Rasmuson. Director Rasmuson disclaims any beneficial ownership of these
shares held by his spouse.
3. The reported holdings include 8,448 shares held in a family trust of which
Mr. Snowden is a trustee. Mr. Snowden disclaims any beneficial interest of
those shares.
4. The reported holdings include 1,096,267 shares held by a corporation of
which Mr. Suddock is an officer, director and stockholder. Mr. Suddock
disclaims beneficial ownership of those shares.
5. If no percent is shown, the percent of the nominee's beneficial ownership
is less than one percent.
6. 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.
7. 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.
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
<PAGE> 6
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
1998 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 Edward
Rasmuson, and one report covering two transactions was filed late by Director
George Suddock.
DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Bank met ten times during 1998 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
1998, 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 four meetings in 1998.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all compensation paid for the calendar years ended
December 31, 1996, 1997, 1998, 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, 1998.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
- -------------------------------------------------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION COMPENSATION
- -------------------------------------------------------------------------------
Edward B. Rasmuson, CEO, 1998 425,000 42,708 83,890
Chairman of the Board of Directors 1997 375,000 49,147 76,518
and Director of the Company and 1996 350,000 36,029 59,850
the Bank
Richard Strutz, President and 1998 375,000 18,105 74,585
Director of the Company and 1997 325,000 11,898 66,316
the Bank 1996 300,000 1,625 51,300
Kathleen Soderberg, Executive 1998 290,000 2,725 58,768
Vice President of the Bank 1997 260,000 2,168 53,053
1996 240,000 2,637 41,040
Gary Dalton, Executive Vice 1998 235,000 3,659 48,533
President of the Bank 1997 205,000 1,943 41,830
1996 185,000 2,541 31,635
James L. Cloud, Executive Vice 1998 180,000 244 38,297
of the President Bank 1997 130,000 -0- 27,641
1996 115,000 -0- 19,673
<PAGE> 7
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' average interest return on
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.
No director received compensation for services as a director during 1998 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, 1998, 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 1998.
<PAGE> 8
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 five highest
paid officers of the Bank for 1999, 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 $440,000
President Richard Strutz $400,000
Executive Vice President Kathleen Soderberg $305,000
Executive Vice President Gary Dalton $250,000
Executive Vice President James L. Cloud $200,000
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 1-31-1999
- -------------------------------------------------------------------------------
Title of Class Names of Amount and Nature Percent of
Beneficial Owner of Beneficial Class(2)
Ownership
- -------------------------------------------------------------------------------
Common Stock Edward B. Rasmuson 1,365,185(1) 4.4
Par Value $2.50
Common Stock Richard Strutz 5,758
Par Value $2.50
Common Stock Kathleen Soderberg 7,091
Par Value $2.50
Common Stock Gary Dalton 2,780
Par Value $2.50
Common Stock James L. Cloud 1,895
Par Value $2.50
<PAGE> 9
1. Reported holdings exclude 1,038,880 shares held in trust for Edward B.
Rasmuson on which Mr. Rasmuson has no power to vote or dispose. Also
excluded are 49,345 shares held by the wife 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)
(Graph of below table)
- -------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------
KBW 50 Index $100.00 $95.00 $152.00 $215.00 $314.00 $340.00
S&P Index $100.00 $101.00 $139.00 $171.00 $228.00 $293.00
National Bank of Alaska $100.00 $93.00 $122.00 $133.00 $251.00 $273.00
- -------------------------------------------------------------------------------
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.
<PAGE> 10
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, 1998, which is expected
to be available after March 31, 1999. 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, 1998.
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, 1998. 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 2000 Annual Meeting
of the Company must be received by the Company at its executive offices not
later than October 13, 1999, in order to be included in the Company's proxy
statement and form of proxy relating to the 2000 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 8, 1999
<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 1, 1999, 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 16, 1999 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 25 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, Sharon D. Gagnon, 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.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR THE
ELECTION OF THE NOMINEES, 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. THE UNDERSIGNED HEREBY REVOKES ANY PROXY
HERETOFORE GIVEN IN RESPECT OF THE SAME SHARES OF STOCK FOR THIS MEETING.
Dated: ____________________, 1999
____________________________________(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.
