<PAGE>
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 Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MERCHANTS BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
March 22, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Merchants Bancorp, Inc. to be held at the Copley Theatre, North Island
Center, 8 East Galena Boulevard, Aurora, Illinois on Tuesday, April 20, 1999 at
9:30 a.m.
As more fully described in the attached Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement, the principal business to be
addressed at the meeting is the election of directors and the ratification of
the appointment of Crowe, Chizek and Company LLP as independent public
accountants for the current fiscal year. In addition, we will review with you
the affairs and progress of the Company during the past fiscal year.
Your participation at this meeting is very important, regardless of the
number of shares you hold. Whether or not you contemplate attending the meeting,
we would appreciate your dating, signing and mailing the enclosed proxy as
promptly as possible in the accompanying envelope. If you attend the meeting,
you may revoke your proxy and vote your shares in person.
We look forward with pleasure to seeing and visiting with you at the
meeting.
Sincerely,
[SIGNATURE]
CALVIN R. MYERS
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
1851 WEST GALENA BOULEVARD - AURORA, ILLINOIS 60507 - (630) 896-9000
<PAGE>
[LOGO]
1851 WEST GALENA BOULEVARD
AURORA, ILLINOIS 60507-0289
(630) 896-9000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1999
TO THE STOCKHOLDERS OF MERCHANTS BANCORP, INC., AURORA, ILLINOIS:
The Annual Meeting of Stockholders of Merchants Bancorp, Inc. (the
"Company") will be held at the Copley Theatre, North Island Center, 8 East
Galena Boulevard, Aurora, Illinois 60506, on Tuesday, April 20, 1999, at 9:30
a.m., for the following purposes:
1. To elect three individuals to serve in Class C for a term of three
years.
2. To ratify the appointment of Crowe, Chizek and Company LLP as
independent public accountants for the Company for the year ending
December 31, 1999.
3. To act upon such other business as may properly come before the meeting
or any adjournments or postponements thereof.
Stockholders of record on the books of the Company at the close of business
on March 8, 1999, will be entitled to vote at the meeting. STOCKHOLDERS ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING. Stockholders giving
proxies retain the right to revoke them at any time before they are voted by
written notice of revocation to the Secretary of the Company, and stockholders
present at the meeting may revoke their proxies and vote in person.
For further information concerning individuals nominated as directors, use
of the proxy, and other related matters, you are respectfully urged to read the
Proxy Statement on the following pages. Enclosed is a copy of the Company's 1998
Annual Report to Stockholders.
By order of the Board of Directors,
[SIGNATURE]
DANA K. HOPP
ADMINISTRATIVE ASSISTANT
AND SECRETARY-TREASURER
Aurora, Illinois
March 22, 1999
<PAGE>
MERCHANTS BANCORP, INC.
1851 WEST GALENA BOULEVARD,
AURORA, ILLINOIS 60507-0289
(630) 896-9000
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of record on March 8,
1999, of Merchants Bancorp, Inc. (the "Company") in connection with the
solicitation on behalf of the Board of Directors of proxies to be used at the
Annual Meeting of Stockholders, or any adjournments or postponements thereof.
The meeting will be held at the Copley Theatre, North Island Center, 8 East
Galena Boulevard, Aurora, Illinois 60506, on Tuesday, April 20, 1999, at 9:30
a.m. The Company is a bank holding company which is the parent of The Merchants
National Bank of Aurora, Aurora, Illinois ("Merchants Bank").
The Board of Directors would like to have all stockholders represented at
the meeting. Whether or not you plan to attend, please complete, sign and date
the enclosed proxy and return it in the accompanying postpaid return envelope as
promptly as possible. Stockholders giving proxies retain the right to revoke
them at any time before they are voted by written notice of revocation to the
Secretary of the Company, and stockholders present at the meeting may revoke
their proxy and vote in person. A proxy, when properly executed and not so
revoked, will be voted in accordance therewith. A majority of the shares of the
Common Stock, present in person or represented by proxy, shall constitute a
quorum for purposes of the meeting. Abstentions and broker non-votes will be
counted for purposes of determining a quorum.
Stockholders of record on the books of the Company, at the close of business
on March 8, 1999, will be entitled to vote at the meeting. As of March 8, 1999,
the Company had outstanding 5,181,071 shares of Common Stock, par value $1.00
per share, with each share entitling its owner to one vote on each matter
submitted to a vote at the Annual Meeting. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be required to constitute stockholder approval. Directors
shall be elected by a plurality of the votes present in person or represented by
proxy at the meeting and entitled to vote. Abstentions will be treated as votes
against a proposal and broker non-votes will have no effect on the vote.
The cost of soliciting proxies will be borne by the Company. In addition to
use of the mails, proxies may be solicited personally or by telephone, courier
or facsimile transmission by officers, directors and certain employees of the
Company who will not be specially compensated for such solicitation. This Proxy
Statement and the accompanying proxy card were mailed or given to stockholders
commencing on or about March 22, 1999.
ELECTION OF DIRECTORS
At the Annual Meeting of the Stockholders to be held on April 20, 1999, the
stockholders will be entitled to elect three (3) Class C directors for a term
expiring in 2002. The directors of the Company are divided into three classes
having staggered terms of three years. Of the nominees for election as Class C
directors, Mr. Myers is an incumbent director. Mrs. Henning and Mr. Voris are
newly elected to the Board to replace Mr. C. Tell Coffey, who is retiring as a
director after serving on the Board since 1982, and Dr. John J. Swalec, who is
not standing for reelection as a director after serving on the Board since 1988.
The Company has no knowledge that any of the nominees will refuse or be unable
to serve, but if any of the nominees becomes unavailable for election, the
holders of the proxies reserve the right to substitute another person of their
choice as a nominee when voting at the meeting.
1
<PAGE>
Set forth below is information concerning the nominees for election and for
the other persons whose terms of office will continue after the meeting,
including age, year first elected a director and business experience during the
previous five years of each, as of March 8, 1999. Each of the three nominees for
Class C director, if elected at the Annual Meeting of Stockholders, will serve
as a Class C director for a three year term expiring in 2002. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES FOR EACH OF THE NOMINEES.
NOMINEES
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST YEAR ELECTED
NAME AND AGE FIVE YEARS AND OTHER DIRECTORSHIPS TO THE BOARD
- ------------------------------------ ------------------------------------------------------------- ------------
<S> <C> <C>
CLASS C
(TERM EXPIRES 2002)
Jacqueline E. Henning .............. Community Leader; Director, Merchants National Bank Nominee
(Age 49) (1990-present)
Calvin R. Myers .................... Chairman of the Board, President and CEO of Merchants 1986
(Age 56) Bancorp, Inc. and of The Merchants National Bank of Aurora;
Director and President, VBH Corp. (1996-1998); Director and
President, Valley Banc Services Corp. (1996-1998); Director,
Fox Valley Bank of St. Charles (1996-1998)
Frank K. Voris ..................... Vice President of Merchants Bancorp, Inc. (1993-present); Nominee
(Age 59) Director, Executive Vice President and COO of Merchants
National Bank of Aurora (1990-present); Director of Hinckley
State Bank (1996-1998)
CONTINUING DIRECTORS
CLASS A
(TERM EXPIRES 2000)
William F. Hejna ................... Retired (1998-present); Senior Attending Surgeon, 1996
(Age 66) Rush-Presbyterian-St. Luke's Medical Center, Chicago,
Illinois; Professor, Rush Medical College and Rush College
of Health Sciences; Managing Partner, Pain & Rehabilitation
Clinic of Chicago; Director, MacNeal Memorial Hospital
Association
James D. Pearson ................... President and Director, Aurora Metals Division, LLC 1982
(Age 61) (non-ferrous foundry) (1981-present); Director, Merchants
National Bank (1982-present)
Frank A. Sarnecki .................. Director General, Moose International, Inc. (fraternal 1994
(Age 63) organization)(1994-present); Director, Merchants National
Bank (1994-present)
CLASS B
(TERM EXPIRES 2001)
William C. Glenn ................... President and Director, Olsson Roofing Company, Inc. (roofing 1982
(Age 60) and sheet metal contractor); Director, Merchants National
Bank (1977-present)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST YEAR ELECTED
NAME AND AGE FIVE YEARS AND OTHER DIRECTORSHIPS TO THE BOARD
- ------------------------------------ ------------------------------------------------------------- ------------
<S> <C> <C>
John M. Lies ....................... President (1998-present); Vice President and Treasurer, 1995
(Age 52) Arnold Lies Co. (real estate investment and management
company)(1969-1998); Director, Merchants National Bank
(1989-present)
Norman L. Titiner .................. President, Carpetville, Inc. (retail floor coverings) 1989
(Age 65) (1966-present); Director, Merchants National Bank
(1988-present)
</TABLE>
- ------------------------
There are no arrangements or understandings between any of the directors,
executive officers or any other person pursuant to which any of the directors or
executive officers have been selected for their respective positions.
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Company has established an Executive
Committee. The directors of the Company who are members of the Executive
Committee are C. Tell Coffey, William C. Glenn, John M. Lies, James D. Pearson,
Frank A. Sarnecki, and John J. Swalec. This committee has the responsibility for
nominating persons for vacancies on the board and for reviewing and approving
the compensation of executive officers. The Executive Committee also handles
such other matters as are delegated to it by the Board of Directors, including,
without limitation, acting in lieu of the full Board of Directors between
regularly scheduled quarterly meetings. The Executive Committee met four times
in 1998. The Executive Committee will consider suggestions for nominations of
possible candidates for directors submitted by stockholders. Stockholders who
wish to suggest qualified candidates should write to the Secretary of the
Company at 1851 West Galena Boulevard, Aurora, Illinois 60507-0289, stating in
detail the qualifications of such person for consideration by the committee. In
addition, such nominations must comply with the other provisions of Article II,
Section 10 of the Company's Bylaws.
The Board of Directors of the Company also has established an Examining
Committee. The directors of the Company who are members of the Examining
Committee are C. Tell Coffey, William F. Hejna and Frank A. Sarnecki. The
Examining Committee confers with the independent auditors of the Company and
otherwise reviews the standards of internal controls, reviews the scope and
results of the audits, assesses the accounting principles followed by the
Company and recommends the selection of independent auditors. The Examining
Committee met four times in 1998.
The Board of Directors of the Company had five meetings during 1998. All of
the directors during their terms of office in 1998 attended at least 75% of the
Board of Directors meetings and committee meetings on which they served, except
Mr. Sarnecki who attended 69% of such meetings.
COMPENSATION OF DIRECTORS
Through December, 1998, directors' fees paid by the Company included $500
for each quarterly meeting of the Board of Directors attended, $250 for each
Executive Committee meeting attended and $200 for each Examining Committee
meeting attended. Mr. Myers receives no fees for his services as a director of
the Company and, in addition to the above fees, Dr. Hejna receives an annual
retainer of $1,800. Directors' remuneration is paid quarterly.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at March 15, 1999, by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, by each director or nominee, by each executive
3
<PAGE>
officer named in the Summary Compensation Table and by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
NAME OF INDIVIDUAL OR BENEFICIAL PERCENT
NUMBER OF INDIVIDUALS IN GROUP OWNERSHIP(1) OF CLASS
- ----------------------------------------------------------------------------------- ------------------- -----------
<S> <C> <C>
5% STOCKHOLDERS.................................................................... 157,310(2) 6.10%
The Banc Funds Company, L.L.C.
208 South LaSalle Street
Chicago, IL 60604
DIRECTORS AND NOMINEES
William C. Glenn................................................................... 75,906(3) 1.47%
William F. Hejna, M.D.............................................................. 3,000 *
Jacqueline E. Henning.............................................................. 2,885 *
John M. Lies....................................................................... 7,545 *
Calvin R. Myers.................................................................... 99,259(4) 1.92%
James D. Pearson................................................................... 30,067 *
Frank A. Sarnecki.................................................................. 1,444 *
Norman L. Titiner.................................................................. 5,920 *
Frank K. Voris..................................................................... 78,996(5) 1.52%
OTHER EXECUTIVE OFFICERS
Terence L. Kothe................................................................... 26,666(6) *
Randal A. Wright................................................................... 31,037(7) *
J. Douglas Cheatham................................................................ 21,981(8) *
All directors and executive officers as a group (13 persons)....................... 387,944(10) 7.49%
</TABLE>
- ------------------------
* Less than 1%
(1) The information contained in this column is based upon information furnished
to the Company by the individuals named above. The nature of beneficial
ownership for shares shown in this column is sole voting and investment
power, except as set forth in the footnotes below.
(2) As reported in a 13(d) filed on June 10, 1997.
(3) Includes 29,000 shares held by Merchants Bank as agent and over which Mr.
Glenn has no voting and sole investment power. Excludes 2,652 shares
beneficially owned by Mr. Glenn's adult children. Mr. Glenn disclaims
beneficial ownership of all such excluded shares.
(4) Includes 8,400 shares held in a trust of Mr. Myers' spouse, over which
shares Mr. Myers has no voting or investment power and 65,686 shares subject
to options awarded pursuant to the Merchants Bancorp, Inc. 1993 Stock
Incentive Plan (the "Stock Option Plan") which are presently exercisable and
over which Mr. Myers has no voting and sole investment power.
(5) Includes 25,000 shares held in trust as part of the Estate of Frank Voris
over which Mr. Voris shares investment power but has no voting power and
29,106 shares subject to options awarded pursuant to the Stock Option Plan
which are presently exercisable and over which Mr. Voris has no voting and
sole investment power. Excludes 5,940 shares held by Mr. Voris' spouse and
3,581 shares beneficially
4
<PAGE>
owned by Mr. Voris' adult children, the beneficial ownership of which shares
is disclaimed by Mr. Voris.
(6) Includes 10,642 shares subject to options awarded pursuant to the Stock
Option Plan which are presently exercisable and over which Mr. Kothe has no
voting and sole investment power.
(7) Includes 21,508 shares subject to options awarded pursuant to the Company's
Stock Option Plan which are presently exercisable and over which Mr. Wright
has no voting and sole investment power.
(8) Includes 16,943 shares subject to options awarded pursuant to the Company's
Stock Option Plan which are presently exercisable and over which Mr.
Cheatham has no voting and sole investment power.
(9) Includes an aggregate of 145,193 shares subject to options awarded to
certain directors and officers pursuant to the Stock Option Plan which are
presently exercisable and over which the respective directors and/or
officers have no voting and sole investment power.
As of March 8, 1999, Merchants Bank held in its Trust Department in various
fiduciary capacities 872,415 shares of the Company's Common Stock (16.8% of the
total outstanding). Merchants Bank had full voting responsibility with respect
to 409,601 of such shares (7.9% of the total outstanding). Merchants Bank shared
voting responsibility with respect to 54,084 of such shares (1.0% of the total
outstanding). If Merchants Bank and the person or entity with which it shares
voting power do not agree on how these shares should be voted, these shares
would not be voted. It is the general policy of Merchants Bank to vote shares of
stock of the Company in accordance with the recommendations of the Board of
Directors. Merchants Bank had full investment power with respect to 276,363
shares (5.3% of the total outstanding) and shared investment power with respect
to 75,324 shares (1.5% of the total outstanding).
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers, directors and persons who own more than 10% of the
Company's Common Stock file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of the copies of such forms, and, if appropriate,
representations made to the Company by any such reporting person concerning
whether a Form 5 was required to be filed for 1998, the Company is not aware
that any of its directors, executive officers or 10% stockholders failed to
comply with the filing requirements of Section 16(a) during the period
commencing January 1, 1998 through December 31, 1998, except that Mr. Pearson
reported a purchase of 535 shares which occurred on September 23, 1998 on a Form
4 filed on December 16, 1998 and Mr. Sarnecki reported a purchase of 200 shares
which occurred on November 2, 1998 on a Form 4 filed on December 16, 1998.
5
<PAGE>
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table shows the compensation earned for the last three fiscal
years by the Chief Executive Officer and those executive officers of the Company
(including those employed by the Company's subsidiaries) whose 1998 salary and
bonus exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
(A) (B) (C) (D) (G) (I)
SECURITIES ALL OTHER
NAME AND UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) OPTIONS/SARS(#)(3) ($)(4)
<S> <C> <C> <C> <C> <C>
Calvin R. Myers 1998 $ 307,519 $ 16,986 10,934 $ 36,497
Chairman of the Board, President 1997 288,456 45,377 16,082 18,729
and Chief Executive Officer of 1996 250,001 53,754 16,022 12,000
the Company and Merchants Bank
Frank K. Voris 1998 $ 155,000 $ 7,603 4,220 $ 27,545
Vice President of the Company 1997 146,769 19,024 6,968 13,589
and Executive Vice President and 1996 134,500 24,073 7,318 11,609
Chief Operating Officer of
Merchants Bank
Terence L. Kothe 1998 $ 133,050 $ 4,177 3,059 $ 36,140
Executive Vice President, 1997 126,308 14,449 4,854 37,736
Trust and Financial Services 1996 118,750 10,936 5,366 25,741
Division of Merchants Bank
Randal A. Wright 1998 $ 139,530 $ 4,680 3,339 $ 43,939
Executive Vice President, 1997 133,231 17,602 5,068 12,044
Commercial Banking Division of 1996 124,063 12,012 5,488 10,510
Merchants Bank
J. Douglas Cheatham 1998 $ 99,500 $ 4,310 2,521 $ 34,285
Chief Financial Officer of the 1997 93,215 15,907 3,722 8,631
Company and Merchants Bank 1996 84,400 10,830 4,282 7,304
</TABLE>
- ------------------------
(1) Includes amounts deferred under the Merchants Bancorp, Inc. Thrift Plan.
(2) These amounts primarily include cash awards under the Management Incentive
Plan. The Management Incentive Plan provides for the payment of cash awards
based upon the executive's salary and the Company's return on equity for the
year. Management Incentive Plan awards are paid in the year following the
year earned.
(3) Represents options to buy Common Stock of the Company granted under the
Stock Option Plan as adjusted for a 2 for 1 stock split on September 30,
1997.
(4) The total amounts in this column reflect the Company's contributions under
the Merchants Bancorp, Inc. Thrift Plan as follows: Calvin R. Myers,
$19,559; Frank K. Voris, $14,088; Terence L.
6
<PAGE>
Kothe, $13,020; Randal A. Wright, $13,318; and J. Douglas Cheatham, $9,705.
Other compensation includes a one-time supplemental payout as a result of
the termination of the Company's Defined Benefit Plan. With respect to Mr.
Kothe, $11,239 reflects compensation received under an incentive
compensation program relating to new accounts he is directly responsible for
bringing to the organization.
STOCK OPTION INFORMATION
The following table sets forth certain information concerning the number and
value of stock options granted in the last fiscal year to the individuals named
in the Summary Compensation Table:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM
(A) (B) (C) (D) (E) (F) (G)
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE OR
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Calvin R. Myers 10,934 39% $ 28.625 1/20/08 $ 196,835 $ 498,819
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Frank K. Voris 4,220 15% 28.625 1/20/08 75,969 192,520
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Terence L. Kothe 3,059 11% 28.625 1/20/08 55,068 139,554
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Randal A. Wright 3,339 12% 28.625 1/20/08 60,109 152,328
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
J. Douglas Cheatham 2,521 9% 28.625 1/20/08 45,383 115,010
</TABLE>
(1) Options become exercisable in equal portions (rounded to nearest share) on
July 20, 1998, January 20, 1999, and January 20, 2000.
The following table sets forth certain information concerning the
exercisable and nonexercisable stock options at December 31, 1998 held by the
individuals named in the Summary Compensation Table:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FY-END IN-THE-MONEY OPTIONS
ACQUIRED VALUE (#)(D) AT FY-END ($)(E)
NAME ON EXERCISE REALIZED
(#)(A) (#)(B) ($)(C) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Calvin R. Myers -- $ -- 65,686 9,004 $ 812,237 $ 52,234
Frank K. Voris -- -- 29,106 3,728 366,619 22,693
Terence L. Kothe 9,012 193,724 10,642 2,637 100,012 15,798
Randal A. Wright -- -- 21,508 2,801 268,579 16,463
J. Douglas Cheatham -- -- 16,943 2,080 213,935 12,085
</TABLE>
7
<PAGE>
EMPLOYMENT AGREEMENTS
The Company entered into a three-year employment agreement with Mr. Myers on
August 30, 1993. In the absence of a notice from either party to the contrary,
the employment term under the agreement extends for an additional year on each
anniversary of the agreement. Under this agreement, Mr. Myers received an annual
salary of $307,519 in 1998. The agreement includes provisions for periodic
increases of Mr. Myers' salary, incentive compensation and participation in the
Company's benefit plans.
The agreement is terminable at any time by either the Company's Board of
Directors or Mr. Myers. The Company may terminate the agreement at any time for
cause without incurring any post-termination obligation to Mr. Myers. The
agreement provides severance benefits in the event Mr. Myers is terminated
without cause. The severance benefits are his base salary and continued benefit
plan participation for the remainder of the then current three (3) year term of
the agreement. The Company also must pay Mr. Myers all accrued salary, vested
deferred compensation and other benefits due to him on the termination date. If
Mr. Myers is terminated in connection with a change in control, he is to be paid
severance compensation equal to three times his annual salary and other
compensation at the rates then in effect at the time of termination, and he will
be entitled to continue participating in other benefit plans for three years.
Mr. Myers is prohibited from competing with the Company or its subsidiaries
within a 25-mile radius of the Company's main office for a period of one year
following the termination of his employment.
The Company maintains severance agreements with certain key individuals
(including the additional four persons named in the cash compensation table)
providing for guaranteed severance payments equal to two times the sum of annual
compensation (including amounts paid under the Company's Management Incentive
Plan), legal fees, and the continuation of life and health insurance benefits
for two years if there is a change of control of the Company and the employee is
terminated within two years thereafter. These agreements also provide for a cash
payment of the amount necessary to compensate the employees for the costs
resulting from the imposition of excise taxes payable under the Internal Revenue
Code.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation program is administered by the Executive
Committee of the Board of Directors. The Committee is comprised of six
independent, non-employee directors. The Chief Executive Officer serves on this
committee ex-officio, but not as Chairman. Following review and approval by the
Executive Committee, all matters regarding executive compensation are referred
to the Board of Directors for final approval.
In determining appropriate levels of executive compensation, the Committee
has at its disposal reference information regarding compensation ranges and
levels for executive positions in comparable companies. In determining
compensation to be paid to executive officers, primary consideration is given to
quality long-term earnings growth to be accomplished by achieving both financial
and non-financial goals such as the implementation of the sales program, asset
quality and growth and staff training. The objectives of this philosophy are to
(i) encourage a consistent and competitive return to stockholders, (ii) reward
bank and individual performance, (iii) provide financial rewards for performance
for those having significant impact on corporate profitability and (iv) provide
competitive compensation in order to attract and retain key personnel.
The two basic components to the total compensation of all key executives,
including the Chief Executive Officer, are base salary and an incentive
component. The salary component is reflective of levels of responsibility,
authority and performance relative to similar positions in the banking industry.
These criteria are quantified by an external, nationally-recognized compensation
consulting company and are converted to salary ranges for various positions
within the organization, including that of Chief Executive Officer. The practice
of the Compensation Committee for the expected level of performance by an
executive in that particular job position is to have base salary reflect a level
consistent with the mid-point of the relevant range.
8
<PAGE>
The incentive portion is directly related to overall executive performance
as measured by growth in earnings per share, asset growth, return on equity, new
trust business or other organizational issues such as investigating the
appropriateness of new lines of business, various opportunities for expansion
and other measures reflective of organizational growth and progress. The
incentive portion of the Chief Executive Officer's compensation is a function of
the degree to which the incumbent has successfully met a variety of objectives
set forth in writing by the Board of Directors at the beginning of the year. His
percentage completion of these objectives is then used to determine the degree
to which he participates in the final incentive award.
The stock option portion of compensation closely follows the cash incentive
portion. The mid-point of the executive's salary range is adjusted downward by a
weighing factor and then multiplied by the same percentage of completion as was
used to determine the cash incentive portion. This figure is then divided by a
number provided by an independent, external consulting agency which reflects the
present value of the option, itself.
The 1998 compensation of the Chief Executive Officer was determined by the
Executive Committee based on the policies previously described. The Chief
Executive Officer, while primarily compensated by Merchants Bank, has a range of
responsibility for the management of both the Company and its subsidiaries which
is considered when establishing levels of compensation.
William C. Glenn, Chairman
C. Tell Coffey
John M. Lies
James D. Pearson
Frank A. Sarnecki
John J. Swalec
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Myers served in an ex-officio capacity on the Executive Committee of the
Company during the past fiscal year. However, Mr. Myers did not participate in
any decision pertaining to his own compensation.
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SHALL NOT BE
DEEMED TO INCLUDE THE FOLLOWING PERFORMANCE GRAPH AND RELATED INFORMATION UNLESS
SUCH GRAPH AND RELATED INFORMATION ARE SPECIFICALLY STATED TO BE INCORPORATED BY
REFERENCE INTO SUCH DOCUMENT.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following graph shows a five year comparison of cumulative total returns
for the Company, the Nasdaq Stock Market (US Companies) and an index of Nasdaq
Bank Stocks. The Common Stock of the Company trades in the over-the-counter
market and was first listed for quotation on the Nasdaq Stock Market in October,
1993. The graph was prepared at the Company's request by Research Data Group,
San Francisco, California.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON DECEMBER 31, 1993
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MERCHANTS BANCORP, INC. NASDAQ STOCK MARKET - US NASDAQ BANK
<S> <C> <C> <C>
12/93 $100 $100 $100
12/94 $103 $98 $100
12/95 $139 $138 $148
12/96 $154 $170 $196
12/97 $286 $209 $328
12/98 $289 $293 $325
</TABLE>
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C> <C>
Merchants Bancorp Inc..................... $ 100 $ 103 $ 139 $ 154 $ 286 $ 289
Nasdaq Stock Market--US................... $ 100 $ 98 $ 138 $ 170 $ 209 $ 293
Nasdaq Bank Index......................... $ 100 $ 100 $ 148 $ 196 $ 328 $ 325
</TABLE>
10
<PAGE>
TRANSACTIONS WITH MANAGEMENT
Certain directors and executive officers of the Company (including their
affiliates, families and companies in which they are principal owners, officers
or directors) were loan customers of, and had other transactions with, the
Company and its subsidiaries in the ordinary course of business. Such loans and
lines of credit were made in the ordinary course of business on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
Mr. C. Tell Coffey, a director of the Company, holds a 48% beneficial
interest in the real estate that Merchants Bank leases at 2255 Sullivan Road,
Ste. B, Aurora, Illinois 60506. The term of the lease is from May 1, 1997 and
will terminate on April 30, 2004. The monthly rental payments are $18,791 until
April 30, 1999 and then increase at the rate of 2% annually thereafter until
April 30, 2004.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The appointment of independent public accountants is approved annually by
the Board of Directors. The decision of the Board of Directors is based on the
recommendation of the Examining Committee. In making its recommendation, the
Examining Committee reviews both the audit scope and estimated fees for
professional services for the coming year. The Board of Directors has authorized
the engagement of Crowe, Chizek and Company LLP ("Crowe Chizek") as its
independent public accountants for the fiscal year 1999. Crowe Chizek has had
the responsibility for examining the consolidated financial statements of the
Company and its subsidiaries since 1992. A proposal will be presented at the
meeting to ratify the appointment of Crowe Chizek. If the appointment of Crowe
Chizek is not ratified, the matter of the appointment of independent public
accountants will be considered by the Board of Directors.
One or more representatives of Crowe Chizek are expected to be present at
the annual meeting with the opportunity to make a statement, if they desire to
do so, and to be available to respond to the appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THIS APPOINTMENT.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
For inclusion in the Company's Proxy Statement and form of proxy relating to
the 2000 Annual Meeting of Stockholders, stockholder proposals must be received
by the Company on or before November 22, 1999. In order to be presented at such
meeting, notice of the proposal must be received by the Company on or before
February 21, 2000, and must otherwise comply with the Company's bylaws.
OTHER MATTERS
Management does not intend to present any other business at the meeting and
knows of no other matters which will be presented. However, if any other matters
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote in accordance with their best judgment on those
matters.
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<PAGE>
VOTING OF PROXIES
Unless a stockholder indicates otherwise, shares represented by proxy will
be voted in favor of the election of the three nominees for Class C director
named in this proxy statement (or such other person designated by the Board of
Directors in the event a nominee is unable or declines to serve), and in favor
of the ratification of the appointment of Crowe Chizek as independent public
accountants for the Company for the year ending December 31, 1999.
By order of the Board of Directors,
[SIGNATURE]
DANA K. HOPP
ADMINISTRATIVE ASSISTANT
AND SECRETARY-TREASURER
Aurora, Illinois
March 22, 1999
12
<PAGE>
PROXY PROXY
MERCHANTS BANCORP, INC.
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 20, 1999
The undersigned hereby appoints Walter E. Deuchler, Jr., Edward J.
McWethy and Ralph D. Voris, or any of them acting in the absence of the
others, with full power of substitution, attorneys and proxies, for and in
the name and place of the undersigned, to vote the number of shares of Common
Stock that the undersigned would be entitled to vote if then personally
present at the Annual Meeting of Stockholders of Merchants Bancorp, Inc., to
be held at the Copley Theatre, North Island Center, 8 East Galena Boulevard,
Aurora, Illinois 60506, on Tuesday, April 20, 1999, at 9:30 a.m., local time,
or any adjournments or postponements thereof, upon the matters set forth in
the Notice of Annual Meeting and Proxy Statement (receipt of which is hereby
acknowledged) as designated on the reverse side, and in their discretion, the
proxies are authorized to vote upon such other business as may come before
the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO
CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
MERCHANTS BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
For Withhold For All
All All (Except Nominee(s)
written below)
1. ELECTION OF DIRECTORS -- Class C / / / / / /
NOMINEES: Jacqueline E. Henning,
Calvin R. Myers and Frank K. Voris
For Against Abstain
2. To ratify the selection of Crowe, / / / / / /
Chizek & Company LLP as independent
auditors for the Company for 1999.
3. Check here if you plan to attend the / /
meeting.
Check here for address change. / /
New Address: _______________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
Dated:______________________, 1999
Signature(s)________________________________________________________________
____________________________________________________________________________
NOTE: Please sign exactly as your name(s) appears. For joint accounts, each
owner should sign. When signing as executor, administrator, attorney, trustee,
or guardian, etc., please give your full title.
