<PAGE> 1
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 material pursuant to Rule 14a-11(c) or Rule 14a-12.
First Manitowoc 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:
- --------------------------------------------------------------------------------
(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.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
FIRST MANITOWOC BANCORP, INC.
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54220
(920) 684-6611
March 17, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of First Manitowoc Bancorp, Inc. (the "Company"), the holding
company for First National Bank, which will be held on Monday, April 17, 2000,
at 7:00 p.m., Central Time, at the Inn on Maritime Bay, 101 Maritime Drive,
Manitowoc, Wisconsin.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement
describe the formal business to be conducted at the Annual Meeting. The
Company's Form 10-K Annual Report for the fiscal year ended December 31, 1999
also is included in the 1999 Annual Report. Directors and officers of the
Company, as well as representatives of KPMG LLP, the Company's independent
auditors, will be present at the Annual Meeting to respond to any questions that
our stockholders may have.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
Annual Meeting in person. We urge you to mark, sign and date your proxy form
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.
We hope that you will plan to attend our Annual Meeting on Monday, April
17. Hors d'oeuvres and refreshments will be served after the meeting.
We encourage you to continue to support and recommend the bank's financial
services.
Sincerely,
<TABLE>
<S> <C>
/s/ Robert S. Weinert /s/ Thomas J. Bare
ROBERT S. WEINERT THOMAS J. BARE
Chairman of the Board President and Treasurer
</TABLE>
<PAGE> 3
FIRST MANITOWOC BANCORP, INC.
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54220
(920) 684-6611
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 2000
-------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of First Manitowoc Bancorp (the "Company") will be held on Monday,
April 17, 2000, at 7:00 p.m., Central Time, at the Inn on Maritime Bay, 101
Maritime Drive, Manitowoc, Wisconsin, for the following purposes, all of which
are set forth more completely in the accompanying Proxy Statement:
(1) To elect three directors each for three-year terms and in each case
until their successors are elected and qualified;
(2) To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's common stock
from 2,500,000 to 10,000,000 shares; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof. The Board of
Directors is not aware of any other such business.
The Board of Directors has fixed March 1, 2000 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournments or postponements thereof. Only
stockholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company.
By Order of the Board of Directors
<TABLE>
<S> <C>
/s/ Rachel E. Wiegert
Manitowoc, Wisconsin Rachel E. Wiegert
March 17, 2000 Secretary
</TABLE>
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU
IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE> 4
FIRST MANITOWOC BANCORP, INC.
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 2000
-------------------------
This Proxy Statement is being furnished to holders of common stock, $1.00
par value per share ("Common Stock"), of First Manitowoc Bancorp, Inc. (the
"Company"), the holding company for First National Bank in Manitowoc (the
"Bank"). Proxies are being solicited on behalf of the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders ("Annual Meeting") to
be held at the Inn on Maritime Bay, 101 Maritime Drive, Manitowoc, Wisconsin, on
Monday, April 17, 2000, at 7:00 p.m., Central Time, and at any adjournments or
postponements thereof for the purposes set forth in the Notice of Annual Meeting
of Stockholders.
The Company's 1999 Annual Report to Stockholders, which includes the
Company's Form 10-K Annual Report, including the Company's consolidated
financial statements for the fiscal year ended December 31, 1999, accompany this
Proxy Statement and appointment form of proxy ("proxy"), which are first being
mailed to stockholders on or about March 17, 2000.
RECORD DATE AND OUTSTANDING SHARES
Only stockholders of record at the close of business on March 1, 2000 (the
"Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,734,317 shares of Common Stock outstanding and
the Company had no other class of equity securities outstanding. Each share of
Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting.
QUORUM
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included in the determination of shares present and voting for
purposes of whether a quorum exists. For the election of directors, abstentions
will have no effect on the outcome of the vote because directors are elected by
a plurality of the votes cast. For all other matters to be voted on at the
Annual Meeting, abstentions will be included in the number of shares voting on a
matter, and consequently, an abstention will have the same practical effect as a
vote against such matter.
Proxies relating to "street name" shares (i.e., shares held of record by
brokers or other third party nominees) that are voted by brokers or other third
party nominees on certain matters will be treated as shares present and voting
for purposes of determining the presence or absence of quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third party nominees do not have discretionary power to
vote) will be considered present for the purpose of establishing a quorum, but
will not be treated as shares entitled to vote on such matters.
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<PAGE> 5
ALL MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING ARE CONSIDERED
"DISCRETIONARY" PROPOSALS FOR WHICH BROKERS AND THIRD PARTY NOMINEES MAY VOTE
PROXIES NOTWITHSTANDING THE FACT THAT THEY HAVE NOT RECEIVED VOTING INSTRUCTIONS
FROM THE BENEFICIAL OWNERS OF SHARES; CONSEQUENTLY, SHARES HELD BY BROKERS OR
THIRD PARTY NOMINEES WILL BE COUNTED IF AND AS VOTED BY SUCH BROKERS AND THIRD
PARTY NOMINEES.
VOTING
Matter 1 (Election of Directors). The proxy being provided by the Board of
Directors enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for the nominees being
proposed. Under the Wisconsin Business Corporation Law ("WBCL"), directors are
elected by a plurality of the votes cast with a quorum present, meaning that the
three nominees receiving the most votes will be elected directors.
Matter 2 (Amendment to Articles of Incorporation). The affirmative vote of
the holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting is required for the approval and adoption
of the amendment to the Company's Articles of Incorporation to increase the
authorized shares of Common Stock from 2,500,000 to 10,000,000 shares.
SOLICITATION AND REVOCATION
Stockholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed postage-paid envelope. The proxy
solicited hereby, if properly signed and returned to the Company and not revoked
prior to its use, will be voted in accordance with the directions contained
therein. Where no instructions are indicated, each proxy received will be voted:
- FOR the election of the nominees for director named in this Proxy
Statement;
- FOR approval of the amendment to the Company's Articles of Incorporation
to increase the authorized shares of Common Stock from 2,500,000 to
10,000,000 shares; and
- In accordance with the best judgment of the person appointed as proxies
upon the transaction of such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.
Returning your completed proxy form will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so.
Any stockholder giving a proxy has the power to revoke it any time before
it is exercised by (i) filing with the Secretary of the Company written notice
thereof (Rachel E. Wiegert, Secretary, First Manitowoc Bancorp, Inc., 402 North
Eighth Street, Manitowoc, Wisconsin 54220); (ii) submitting a duly-executed
proxy bearing a later date; or (iii) appearing at the Annual Meeting and giving
the Secretary notice of his or her intention to vote in person. If you are a
stockholder whose shares are not registered in your own name, you will need
additional documentation from your record holder to vote personally at the
Annual Meeting. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment or postponement thereof and will not be used for any
other meeting.
The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Company. Proxies also may be solicited by
personal interview or by telephone, in addition to the use of the mails by
directors, officers and regular employees of the Company and the Bank, without
additional compensation therefor. The Company also has made arrangements with
brokerage firms, banks, nominees and other fiduciaries to forward proxy
solicitation materials for shares of Common Stock held of record by the
beneficial owners of such shares. The Company will reimburse such holders for
their reasonable out-of-pocket expenses.
In the event there are not sufficient votes for a quorum or to approve or
ratify any proposal at the time of the Annual Meeting, the Annual Meeting may be
adjourned or postponed in order to permit the further solicitation of proxies.
Proxies solicited hereby will be returned to the Board of Directors, and will be
tabulated
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<PAGE> 6
by inspectors of election designated by the Board of Directors, who will not be
employed by, or a director of, the Company or any of its affiliates.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
MATTER 1.
ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of the Company provide that the
Board of Directors of the Company shall be divided into three classes which are
as equal in number as possible, and that the members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. A resolution of the
Board of Directors of the Company adopted pursuant to the Company's Bylaws has
established the number of directors at nine.
No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
There are no family relationships among any of the directors and/or executive
officers of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted FOR the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his or her tenure as
a director of the Company.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE (1)
---- --- ------------------------- ---------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2003
John M. Jagemann............... 54 Director; Vice President of Customer 1996
Relations of Aitken-Reed, a division of
Arimon Technologies, Inc., a wire harness
and heater manufacturer.
John M. Webster................ 54 Director; President and Chief Executive 1998
Officer of Crescent Woolen Mills Co., a
woolen and synthetic yarns manufacturer;
Attorney of Counsel at the Law Offices of
Winter, Fox & Stangel, LLP.
Robert S. Weinert.............. 61 Chairman of the Board of Directors of the 1979
Company; Chairman and Treasurer of Crafts,
Inc., a commercial roofing company;
Treasurer of Corrosion Resistant
Technologies, Inc., a coating company.
</TABLE>
3
<PAGE> 7
INFORMATION WITH RESPECT TO CONTINUING DIRECTORS
<TABLE>
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
John C. Miller................. 57 Director; President and Director of 1996
Miller-St. Nazianz, Inc., a farm equipment
manufacturer; President and sole Director of
Miller Finance Company, a retail financing
company; President and sole Director of
Badger Farm systems, a farm equipment
marketing company.
John E. Nordstrom.............. 64 Director; President of Omega Mfg. 1992
Corporation, a manufacturer of packaging
machinery for the paper industry.
John J. Zimmer................. 59 Director and Vice President of the Company; 1988
President and Treasurer of J.J. Stangel Co.,
A Subsidiary of Industrial Distribution (also served from
Group, a wholesale distributor of industrial 1974-1980)
supplies.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Thomas J. Bare................. 61 Director of the Company and President and 1981
Treasurer of the Company and the Bank;
Director of FNBM Investment Corp.; Director,
Secretary and Treasurer of United Financial
Services, Inc., the Bank's data processing
company.
Craig A. Pauly................. 50 Director; Director/MIS of Jagemann Stamping 1980
Company, a company that manufactures metal
stampings.
Katherine M. Reynolds.......... 49 Director; Attorney at the Manitowoc office 1992
of Michael Best & Friedrich LLP, a Milwaukee
based law firm.
</TABLE>
- -------------------------
(1) Includes service as director of the Bank and predecessor institutions.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IS REQUIRED FOR THE
ELECTION OF DIRECTORS. UNLESS OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK
REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE VOTED IN FAVOR OF THE
ELECTION OF THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE FOR ELECTION OF THE NOMINEES FOR DIRECTOR.
STOCKHOLDER NOMINATIONS
Article II, Section 2.04 of the Company's Bylaws governs nominations for
election to the Board of Directors and requires all such nominations, other than
those made by the Board, to be made at a meeting of stockholders called for the
election of directors, and only by a stockholder who has complied with the
notice provisions outlined in the Company's Bylaws. Stockholder nominations must
be made pursuant to timely notice in writing to the Secretary of the Company. To
be timely, a stockholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the Company, (i)with respect to an
election to be held at an annual meeting of stockholders, not less than 90 days
nor more than 120 days prior to the date specified in the Company's Bylaws for
the Annual Meeting, which currently is established as the third Monday of April,
and (ii)with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
stockholders. The Company did not receive any director nominations from
stockholders in connection with the Annual Meeting.
Each written notice of a stockholder nomination shall set forth: (i)the
name, age, business address and residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each nominee; (iii)
the number of shares of stock of the corporation beneficially owned by each such
nominee; (iv) a description of all arrangements or understandings between such
stockholders and such nominees and
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<PAGE> 8
any other person (naming such person) pursuant to which the nomination is to be
made by the shareholders; (v) such other information as would be required to be
included, or would be otherwise required to be disclosed, in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any information that would be required to be included had the
nominee been nominated by the Board of Directors; (vi) the written consent of
each nominee to be named in a proxy statement as a nominee and to serve, if
elected, as a director; and (vii) as to the shareholder giving such notice: (a)
his or her name and address as they appear on the Corporation's books; (b) the
class and number of shares of the Corporation which are beneficially owned by
such shareholder; and (c) a representation that such shareholder is a holder of
shares entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to make the nomination. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.
MATTER 2.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The Board of Directors unanimously has adopted a resolution approving and
recommending to the shareholders for their approval an amendment to Article III
of the Articles of Incorporation of the Company that would increase the number
of shares of Common Stock the Company has authority to issue from 2,500,000 to
10,000,000 shares. The full text of the proposed amendment is attached as
Appendix A to this Proxy Statement. The Board of Directors believes that the
increase in the authorized shares is necessary to ensure that the Company will
retain the flexibility to issue a substantial number of shares of Common Stock,
as dictated by corporate necessity, without the delay and expense of further
shareholder action (although the WBCL would require shareholder approval of
issuances of Common Stock in certain situations).
As of the Voting Record Date, there were 1,734,317 shares of Common Stock
outstanding and no shares were reserved for issuance in connection with various
stock plans. This leaves the Company with 765,683 authorized, but unissued or
unreserved, shares of Common Stock currently available for other corporate
purposes.
REASONS FOR THE PROPOSED AMENDMENT
The Board of Directors has no present plans, arrangements, understanding or
commitments with respect to the issuance of any shares of Common Stock, other
than those already reserved for issuance. The additional shares of Common Stock
that would be authorized by the proposed amendment to the Articles of
Incorporation could be used by the Company for any proper corporate purpose
approved by the Board of Directors. The availability of such additional shares
would enable the Company's Board of Directors and management, to the extent
authorized by the Board of Directors, to act with flexibility when favorable
business opportunities arise to expand and strengthen the Company's business and
prospects through the issuance of shares of Common Stock. Among other reasons,
additional shares of Common Stock could be issued for: (i) possible acquisition
transactions; (ii) capital-raising measures; (iii) stock options and other
employee benefit plans; (iv) stock dividends or splits that help to maintain an
efficient trading market in the Company's Common Stock; and (v) other corporate
purposes.
CERTAIN OTHER CONSIDERATIONS
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action from the
shareholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the
5
<PAGE> 9
Company more difficult and costly, and therefore, less likely. Any such issuance
of additional stock also could have the effect of diluting the earnings and book
value per share or the stock ownership and voting rights of shareholders of the
Company, including a person seeking to obtain control of the Company. The
Company is not presently aware of any pending or proposed transaction involving
a change in control of the Company. While authorization of additional shares may
be deemed to have potential anti-takeover effects, this proposal is not prompted
by any specific effort or perceived threat of takeover.
The proposed amendment would not alter any of the rights incident to the
ownership of shares of Common Stock or affect the terms and conditions upon
which shares of Common Stock presently may be issued. Holders of shares of
Common Stock currently have no preemptive rights to acquire any additional
securities of the Company, including any shares of Common Stock, and this will
continue to be the case if the proposed amendment is approved and adopted.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK IS REQUIRED FOR THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK. UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON
STOCK REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR APPROVAL OF THE
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of four
regular meetings and one special meeting during the fiscal year ended December
31, 1999. No incumbent director attended fewer than 75% of the aggregate total
number of meetings of the Board of Directors and the total number of committee
meetings on which such director served during the fiscal year ended December 31,
1999.
The Audit Committee of the Board of Directors reviews the records and
affairs of the Company to determine its financial condition, reviews with
management the systems of internal control, and monitors the Company's adherence
in accounting and financial reporting to generally accepted accounting
principles. In fiscal 1999, the members of the Audit Committee, which met three
times during the fiscal year ended December 31, 1999, were Messrs. John J.
Zimmer (Chairman), John C. Miller, John M. Webster and Robert S. Weinert.
The entire Board of Directors of the Company acted as a Nominating
Committee for the selection of nominees for director to stand for election at
the Annual Meeting. The Board, acting as a Nominating Committee, met once during
the fiscal year ended December 31, 1999 to consider director nominees for the
Annual Meeting of Shareholders of the Company held in April 1999. In February
2000, the Board of Directors of the Company, acting as the Nominating Committee,
considered nominations for directors to be elected at the Annual Meeting to be
held in April 2000. The Company's Bylaws allow for stockholder nominations of
directors and require such nominations to be made in accordance with specific
procedures. See "Stockholder Nominations."
6
<PAGE> 10
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank who are not directors.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------
<S> <C> <C>
Joseph W. Debilzen................ 45 Senior Vice President of Branch Operations of the Bank
since 2000, Vice President of the same from 1989 to 2000;
Assistant Vice President Branch Manager of the Bank from
1988 to 1989; Francis Creek Branch Manager from 1983 to
1988; Loan Officer of the Bank in 1983.
Daniel J. Lalko................... 50 Senior Vice President of Lending of the Bank since 1989;
Vice President of the bank from 1982 to 1989.
Charles P. Riley.................. 50 Senior Vice President and Green Bay Marketing Manager of
the Bank since 1997.
Paul H. Wojta..................... 40 Senior Vice President, Cashier and BSA Officer of the bank
since 2000, Vice President of the same from 1991 to 2000;
Director of FNBM Investment Corporation, the Bank's
investment corporation; Cashier of the Bank from 1987 to
1991; Auditor of the Bank from 1983 to 1987.
</TABLE>
7
<PAGE> 11
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of shares of Common
Stock as of February 29, 2000 (except as otherwise noted below) by (i) each
shareholder known to the Company to beneficially own more than 5% of the shares
of Common Stock outstanding as disclosed in certain reports regarding such
ownership filed with the Securities and Exchange Commission (the "SEC") in
accordance with Sections 13(d) or 13(g) of the Exchange Act, (ii) each director
and director nominee of the Company, (iii) each of the executive officers of the
Company appearing in the Summary Compensation Table below, and (iv) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED(1)
---------------------
PERCENT OF
NAME NUMBER CLASS
---- ------ ----------
<S> <C> <C>
Directors:
Thomas J. Bare(1)......................................... 142,205 8.2
John M. Jagemann.......................................... 3,187 *
John C. Miller............................................ 77 *
John E. Nordstrom(2)...................................... 3,255 *
Craig A. Pauly(3)......................................... 20,944 1.2
Katherine M. Reynolds..................................... 266 *
John M. Webster........................................... 125 *
Robert S. Weinert......................................... 14,725 *
John J. Zimmer............................................ 7,237 *
Executive Officers who are not Directors:
Joseph W. Debilzen(4)..................................... 9,774 *
Daniel J. Lalko(5)........................................ 5,748 *
Charles P. Riley.......................................... 12 *
Paul H. Wojta(6).......................................... 13,760 *
All directors and executive officers of the Company and the
Bank as a group
(13 persons).............................................. 221,315 12.8%
</TABLE>
- -------------------------
* Represents less than 1% of the total number of shares of Common Stock
outstanding on the Voting Record Date.
(1) Includes 27,175 shares held by Thomas J. Bare as an individual; 16,820
shares held in First National Bank 401(k) Profit Sharing F/B/O Thomas J.
Bare; 15,983 shares held in I/N/O Suzanne Bare/ Thomas J. Bare or Virginia
S. Bare POA; 15,340 shares held in I/N/O Joanna M. Bare; 13,626 shares held
in I/N/O Jonathan L. Bare; 13,771 shares held in I/N/O Virginia S. Bare
Custodian for Michael Bare UGTMA WI; 725 shares held in Manbank & Co. I/N/O
Thomas J. Bare Custodial IRA; and 38,765 shares held in the name of Virginia
S. Bare, Trustee.
(2) Includes 1,362 shares held by John E. Nordstrom as an individual; 1,768
shares held by Barbara A. Nordstrom as an individual; and 125 shares held in
the name of John E. and Barbara A. Nordstrom JT.
(3) Includes 16,010 shares held by Craig A. Pauly as an individual; 1,206 shares
held in the name of Craig A. and Cynthia Pauly JT; 3,484 shares held in
Manbank & Co. I/N/O Craig A. Pauly Custodial IRA; and 244 shares held in
Manbank & Co. I/N/O Cynthia Pauly Custodial IRA.
(4) Includes 9,045 shares held in First National Bank 401(k) Profit Sharing Plan
F/B/O Joseph W. Debilzen; 434 shares held in Manbank & Co. I/N/O Janet
Debilzen Custodial IRA; 163 shares held in Manbank & Co. I/N/O Joseph W.
Debilzen Custodial IRA; and 132 shares held I/N/O Janet L. Debilzen and
Joseph W. Debilzen.
8
<PAGE> 12
(5) Includes 4,222 shares held by Daniel J. Lalko as an individual; 157 shares
held in the name of Daniel J. Lalko and Ann E. Lalko JT; 1,155 shares held
in Manbank & Co. I/N/O Daniel J. Lalko Custodial IRA; 159 shares held in
Manbank & Co. I/N/O Ann E. Lalko Custodial IRA; and 55 shares held in First
National Bank 401(k) Profit Sharing Plan F/B/O Daniel J. Lalko.
(6) Includes 6,229 shares held in the name of Paul H. and Jeanne C. Wojta and
7,531 shares held in First National Bank 401(k) Profit Sharing Plan F/B/O
Paul H. Wojta.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the shares of Common
Stock outstanding, to file reports of ownership and changes in ownership with
the SEC by certain dates. Officers, directors and greater than ten percent
shareholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. Based upon review of the information provided
to the Company, the Company believes that during the fiscal year ended December
31, 1999, all officers and directors complied with all Section 16(a) filing
requirements, and the Company had no greater than ten percent shareholders.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table summarizes the total compensation paid by the Bank to
its Chief Executive Officer and the next four highest paid executive officers of
the Company and its subsidiaries whose compensation, based on salary and bonus,
exceeded $100,000 during the Company's fiscal years ended December 31, 1999,
1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION*
--------------------------- ---- ------ ----- -------------
<S> <C> <C> <C> <C>
Thomas J. Bare........................................ 1999 $210,000 $38,000 $14,232
President 1998 200,000 35,000 21,624
1997 180,000 30,000 15,900
Daniel J. Lalko....................................... 1999 $105,000 $10,000 $10,950
Senior Vice President 1998 100,000 9,000 10,243
1997 92,000 8,500 10,178
Charles P. Riley...................................... 1999 $102,000 $ 3,500 $10,636
Senior Vice President 1998 98,000 3,500 7,098
</TABLE>
- -------------------------
* Other compensation includes amounts contributed by the Bank pursuant to a
401(k) Profit Sharing Plan and Trust that covers substantially all employees.
Each year, the Bank contributes a matching contribution equal to 35% of the
participant's deferral, up to 10% of the employee's salary, and a
discretionary amount determined each year by the Board of Directors. For 1999,
the discretionary amount was established at 4% of compensation.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In 1998, the Company adopted a Supplemental Executive Retirement Plan
("SERP"), which provides post-retirement benefits to a key officer of the
Company. Under the SERP, benefit payments equal 80% of the participant's
projected retirement age salary, less benefits from other Company sponsored
retirement plans, including the 401(k) Plan. The Company contributed $214,406
for this plan for the year ended December 31, 1999.
9
<PAGE> 13
The estimated present value of annual benefits payable upon retirement,
less amounts received under other Company sponsored retirement plans, at the
normal retirement age of 65 for each of the executive officers participating is
as follows:
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
ANNUAL BENEFITS ANNUAL BENEFITS
PAYABLE UPON PAYABLE UPON
NAME RETIREMENT RETIREMENT
---- --------------- ---------------
<S> <C> <C>
Thomas J. Bare.............................................. $80,600 15 years
Daniel J. Lalko............................................. None None
Charles P. Riley............................................ None None
</TABLE>
COMPENSATION OF DIRECTORS
BOARD FEES
Directors of the Company receive $2,500 annual compensation for service in
that capacity. However, as Directors of the Bank, they receive $9,100 annual
compensation for service in that capacity. The Chairman of the Board of the Bank
receives $11,700 annual compensation for service in that capacity. Directors
receive $150 for each committee meeting attended. Directors who are also
employees of the Bank receive no compensation for attending meetings of the
Bank's committees.
DIRECTORS' DEFERRED COMPENSATION PROGRAM
Under a non-qualified deferred compensation plan, the Bank permits
Directors to defer part of their compensation and fees by investing the deferred
income in insurance policies on the Director's life, with the Bank as owner and
beneficiary. The death benefit of such policies will be used by the Bank to fund
the payments to the Directors. If the Director lives to age 70, the retirement
age defined in the plan, the Bank will begin to pay the Director an amount which
will be calculated at that time in annual payments, based upon the value of the
life insurance policy and existing market conditions. If the Director lives to
age 70, but dies before receiving all of the payments, the remaining payments
will be paid to the Director's beneficiary. If a Director retires prior to or
after age 70, the payments will be discounted or increased, as the case may be,
based on the value of the life insurance policy. Finally, if the Director dies
prior to age 70, the annual payments will be calculated based on the value of
the life insurance policy death benefit and paid in annual payments to the
Director's beneficiary.
During the fiscal year ended December 31, 1999, the Company contributed
$70,966 (interest only) for this plan for the year ended December 31, 1998. The
estimated present value of annual benefits payable upon retirement for a period
of ten (10) years to each current director is as follows: Thomas J.
Bare -- $40,409; John M. Jagemann -- $56,186; John E. Nordstrom -- $35,236;
Katherine M. Reynolds -- $163,091; Craig A. Pauly -- $119,325; Robert S.
Weinert -- $67,606; and John J. Zimmer -- $58,797.
COMPENSATION, PENSION AND RETIREMENT COMMITTEE REPORT
I. COMPENSATION, PENSION AND RETIREMENT COMMITTEE
The Compensation, Pension and Retirement Committee of the Bank (the
"Committee") is responsible for recommending to the Board of Directors of the
Bank the levels of compensation and benefits for executive officers of the Bank.
Under rules established by the SEC, the Company is required to provide
certain data and information regarding the compensation and benefits provided to
the Company's Chief Executive Officer ("CEO") and certain other executive
officers of the Company. The rules require compensation disclosure in the form
of tables and a report by the Compensation Committee of the Company which
explains the rationale and considerations that led to fundamental decisions
affecting such individuals. The Committee has prepared the
10
<PAGE> 14
following report, at the direction and approval of the Board of Directors of the
Company, for inclusion in this Proxy Statement.
II. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors Thomas J. Bare, John M. Jagemann, Katherine M. Reynolds, Robert
S. Weinert and John J. Zimmer serve as the Bank's Compensation, Pension and
Retirement Committee. Thomas J. Bare, a member of the Board of Directors of the
Bank since 1981 and of the Company's formation in 1983, also serves as President
of the Company and as President of the Bank. While Mr. Bare specifically
excluded himself from any Committee discussion concerning his compensation, he
did participate in Committee discussions concerning other key executives'
compensation.
III. EXECUTIVE COMPENSATION POLICIES AND PLANS
The Bank's compensation program offers competitive compensation
opportunities for all executive officers which are based on both the
individual's contribution and the Bank's performance. The compensation paid is
designed to attract, retain and reward executive officers who are capable of
leading the Bank in achieving its business objectives in an industry
characterized by complexity, competitiveness and constant change. The
compensation of key executives is reviewed and approved annually by the
Committee.
In its consideration of whether to increase salaries from year to year for
all executives, including the CEO, and the amounts of increases, the Committee
reviews the overall financial performance of the Bank during the past year and
the expectations for the current year. Specifically, the Committee looks to
whether total return on assets is satisfactory and compares total assets and
earnings levels with prior years. Special factors that are considered are
whether loan delinquencies are consistent with expectations, and whether there
have been any significant acquisitions or sales of assets or other extraordinary
events. While no specific financial targets are set, the Committee will
generally recommend increases to executives, including the CEO, if the Bank
continues to experience anticipated levels of financial growth.
Salaries are also based on merit, which involves an evaluation by the
Committee of how ably an executive performed the duties entailed in his or her
position. Employees generally are reviewed by management, while executive
officers have their performance evaluated by the President. The President's
performance is reviewed by the Committee.
Most executives receive approximately the same percentage increase in
salary in any given year. In addition, as the Bank meets its budget
expectations, each executive may receive a bonus.
THOMAS J. BARE
JOHN M. JAGEMANN
KATHERINE M. REYNOLDS
ROBERT S. WEINERT
JOHN J. ZIMMER
11
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a five-year measurement period with (i) the Russell 2000 Index
and (ii) Nasdaq Bank Index. The cumulative returns set forth in each graph
assume the reinvestment of dividends into additional shares of the same class of
equity securities at the frequency with which dividends were paid on such
securities during the applicable comparison period.
<TABLE>
<CAPTION>
FIRST MANITOWOC BANCORP RUSSELL 2000 INDEX NASDAQ BANK
----------------------- ------------------ -----------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 118.06 128.44 144.81
12/31/96 144.32 149.62 182.69
12/31/97 180.46 183.07 298.85
12/31/98 254.30 178.41 263.68
12/31/99 321.83 216.34 242.63
</TABLE>
12
<PAGE> 16
INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS
In accordance with the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, all loans to officers, directors, greater
than five percent stockholders, and any affiliates thereof, are made on the same
terms, including interest rates, loan fees, and collateral as those prevailing
at the time for comparable transactions with the general public and must not
involve more than the normal risk of repayment or present other unfavorable
features. During 1999, no director or executive officer of the Company or the
Bank had loans outstanding at preferred interest rates from the Company or the
Bank.
All transactions between the Company and the Bank and executive officers,
directors, holders of 10% or more of the shares of any class of Common Stock of
the Company and affiliates thereof, will contain terms no less favorable to the
Company or the Bank than could have been obtained by them in arms' length
negotiations with unaffiliated persons and are approved by a majority of outside
directors of the Company or the Bank, as applicable, not having any interest in
the transaction.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR INCLUSION IN 2001 PROXY
MATERIALS
To be considered for inclusion in the proxy statement relating to the
Annual Meeting (for fiscal year ended December 31, 2000) to be held in April
2001, stockholder proposals must be received at the principal executive offices
of the Company at 402 North Eighth Street, Manitowoc, Wisconsin 54220,
Attention: Rachel E. Wiegert, Secretary, no later than November 15, 2000. If
such proposal is in compliance with all of the requirements of Rule 14a-8 under
the Exchange Act, it will be included in the proxy statement and set forth on
the appointment form of proxy issued for such annual meeting of stockholders. It
is urged that any such proposals be sent certified mail, return receipt
requested. Nothing in this section shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 2001 Annual Meeting any
stockholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
ADVANCE NOTICE REQUIREMENT FOR ANY PROPOSAL OR NOMINATION TO BE RAISED BY A
STOCKHOLDER
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article II, Section 2.04 of the
Company's Bylaws, which provides that business at an annual meeting of
stockholders must be properly brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Company. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 90 days nor more
than 120 days prior to the date specified in the Company's Bylaws for the Annual
Meeting, which currently is established as the third Monday of April. A
stockholder's notice must set forth as to each matter the stockholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (c) the class and
number of shares of Common Stock of the Company which are beneficially owned by
the stockholder, and (d) any material interest of the stockholder in such
business.
DISCRETIONARY VOTING OF 2001 PROXIES
Pursuant to Rule 14a-4(c) under the Exchange Act and Article II, Section
2.04 of the Company's Bylaws, if a stockholder fails to notify the Company of
such proposal by January 16, 2001, then the management proxies named in the form
of proxy distributed in connection with the Company's proxy statement would be
allowed to use their discretionary voting authority to address the proposal
submitted by the stockholder, without discussion of the proposal in the proxy
statement.
13
<PAGE> 17
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting or any adjournments
or postponements thereof, it is intended that the proxies solicited hereby will
be voted with respect to those other matters in accordance with the judgment of
the persons voting the proxies.
<TABLE>
<S> <C>
By Order of the Board of Directors
/s/ Rachel E. Wiegert
Manitowoc, Wisconsin Rachel E. Wiegert
March 17, 2000 Secretary
</TABLE>
14
<PAGE> 18
APPENDIX A
PROPOSED AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION
The first paragraph of Article III of the Articles of Incorporation of the
Company, providing for the authorization of 2,500,000 shares of common stock,
$1.00 par value per share, will be eliminated and replaced in its entirety by
the following new paragraph of Article III, assuming receipt of stockholder
approval of Matter 2:
The aggregate number of shares of capital stock which the Corporation
shall be authorized to issue is Ten Million (10,000,000) shares which
shall be designated Common Stock and shall have a par value of One
Dollar ($1.00) per share. The holders of the Common Stock shall have
no preemptive rights to purchase or to subscribe for shares of any
class of stock now or hereafter authorized.
15
<PAGE> 19
PROXY
FIRST MANITOWOC BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 2000
The undersigned hereby appoints Thomas J. Bare and Robert S. Weinert, and each
or either of them, proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of First Manitowoc Bancorp, Inc., to be held
on Monday, April 17, 2000, and at any adjournment thereof:
1. With respect to the election of three (3) members of the classified Board
of Directors of the Corporation for Three-Year Terms expiring in 2003.
FOR all nominees listed WITHHOLD AUTHORITY
--- (except as marked to the contrary) --- to vote for all nominees listed
John M. Jagemann, John M. Webster and Robert S. Weinert
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE ABOVE LIST.)
2. To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's common stock
from 2,500,000 to 10,000,000 shares.
FOR AGAINST ABSTAIN
--- --- ---
3. To transact any other business which may properly come before the Meeting.
IN THE ABSENCE OF AN INDICATION TO THE CONTRARY, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2 ABOVE, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS.
Signed this day of , 2000.
-----------------------------------(SEAL)
Signature
-----------------------------------(SEAL)
Signature
-----------------------------------(SEAL)
Name typed or printed.
Please sign and mail in the enclosed envelope. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such. If stock
is held jointly or in two or more names, all persons so named should sign. A
corporation should sign full corporate name by duly authorized officer.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CORPORATION USE ONLY Number of Shares
---------------
