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 Section 240.14a-11(c) or Section 240.14a-12
Bando McGlocklin Capital Corporation
(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)(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 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>
Bando McGlocklin
April 4, 2000
Dear Shareholder:
On behalf of the Board of Directors and management of Bando McGlocklin
Capital Corporation (the "Company"), we cordially invite you to attend the
Annual Meeting of Shareholders of the Company, to be held at 4:00 p.m. on
Wednesday, May 3, 2000, in the South Grand Ballroom of the Milwaukee Athletic
Club, 758 North Broadway, Milwaukee, Wisconsin. The accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement discuss the business to be
conducted at the meeting. A copy of the Company's Form 10-K is also included in
this booklet. At the meeting we shall report on Company operations and the
outlook for the year ahead.
Your Board of Directors has nominated four persons to serve as
directors, each of whom are incumbent directors. In addition, the Proxy
Statement contains a proposal to ratify or reject the selection of BDO Seidman,
LLP as the independent certified public accountants to audit the financial
statements of the Company for the year ending December 31, 2000.
The Board of Directors recommends that you vote your shares for the
director nominees and to ratify the selection of BDO Seidman, LLP as the
independent certified public accountants.
We encourage you to attend the meeting in person. Whether or not you
plan to attend, however, please complete, sign and date the enclosed proxy and
return it in the accompanying postage-paid return envelope as promptly as
possible. This will ensure that your shares are represented at the meeting.
We look forward with pleasure to seeing and visiting with you at the
meeting.
Very truly yours,
BANDO McGLOCKLIN CAPITAL CORPORATION
/s/ George R. Schonath
George R. Schonath
President and Chief Executive Officer
<PAGE>
Bando McGlocklin
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3, 2000
TO THE SHAREHOLDERS OF BANDO McGLOCKLIN CAPITAL CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of
Bando McGlocklin Capital Corporation (the "Company"), will be held in the South
Grand Ballroom of the Milwaukee Athletic Club, 758 North Broadway, Milwaukee,
Wisconsin, on Wednesday, May 3, 2000 at 4:00 p.m., for the purpose of
considering and voting upon the following matters:
1. To elect four (4) directors, two (2) of whom will be elected by
holders of the Preferred Stock, to hold office until the next annual meeting of
shareholders and until their successors are duly elected and qualified.
2. To ratify or reject the selection of BDO Seidman, LLP as the
independent certified public accountants to audit the financial statements of
the Company for the year ending December 31, 2000.
3. To consider and act upon such other business as may properly come
before the meeting or any adjournment or postponements thereof.
The Board of Directors is not aware of any other business to come
before the meeting. Shareholders of record at the close of business on March 21,
2000, are the shareholders entitled to vote at the meeting and any adjournments
or postponements thereof.
By Order of the Board of Directors
/s/ George R. Schonath
George R. Schonath
President and Chief Executive Officer
Pewaukee, Wisconsin
April 4, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
<PAGE>
Bando McGlocklin
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2000
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Bando McGlocklin Capital Corporation (the
"Company") of proxies to be used at the annual meeting of shareholders which
will be held in the South Grand Ballroom of the Milwaukee Athletic Club, 758
North Broadway, Milwaukee, Wisconsin, on Wednesday, May 3, 2000 at 4:00 p.m.,
and all adjournments or postponements thereof (the "Annual Meeting"), for the
purposes set forth in the attached Notice of Annual Meeting of Shareholders.
Voting Rights and Proxy Information
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholders giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting. This proxy statement and the enclosed form of proxy are
being mailed to shareholders on or about April 4, 2000.
All shares of Common Stock and Preferred Stock represented at the
meeting by properly executed proxies received prior to or at the meeting, and
not revoked, will be voted at the meeting in accordance with the instructions
thereon. The shares represented by executed but unmarked proxies will be voted
FOR the persons nominated for election as directors, FOR the ratification of the
selection of BDO Seidman, LLP (the "Independent Auditors") as the independent
certified public accountants for the year ending December 31, 2000 and on such
other business or matters which may properly come before the Annual Meeting in
accordance with the best judgment of the persons named as proxies in the
enclosed form of proxy. A majority of the shares of Common Stock, 6-2/3 cents
par value (the "Common Stock"), and the Series A Adjustable Rate Cumulative
Preferred Stock, $.01 par value (the "Preferred Stock"), as one class, present
in person or represented by proxy and entitled to vote, shall constitute a
quorum for purposes of the meeting. Abstentions and broker non-votes will be
counted for purposes of determining a quorum but will not affect the vote
required for approval of the election of directors or any proposal. Other than
the election of directors and the ratification of the Independent Auditors, the
Board has no knowledge of any matters to be presented for action by the
shareholders at the Annual Meeting.
<PAGE>
Only holders of record of Common Stock and Preferred Stock at the
close of business on March 21, 2000, are entitled to vote at the Annual Meeting
and at any adjournment or postponement thereof. Holders of Preferred Stock are
entitled to vote, as a separate voting class, for the election of two (2)
directors of the Company. In addition to a quorum of the shares of Common Stock
and Preferred Stock, as one class, a separate quorum representing a majority of
the shares of Preferred Stock shall be necessary in connection with the voting
for such directors. In addition, holders of Preferred Stock are entitled to vote
with holders of Common Stock, as one voting class, for the election of the
remaining two (2) directors of the Company and the ratification of the
Independent Auditors. On March 21, 2000, the Company had outstanding and
entitled to vote 3,917,889 shares of Common Stock and 674,791 shares of
Preferred Stock. The record holder of each outstanding share is entitled to one
vote.
The Board of Directors would like to have all shareholders 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. A proxy given pursuant to this solicitation
may be revoked at any time before it is voted. Proxies may be revoked by: (i)
duly executing and delivering to the Secretary of the Company a later dated
proxy relating to the same shares prior to the exercise of such proxy, (ii)
filing with the Secretary of the Company at or before the meeting a written
notice of revocation bearing a later date than the proxy, or (iii) attending the
meeting and voting in person (although attendance at the meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
should be delivered to Susan J. Hauke, Secretary, at W239 N1700 Busse Road,
Waukesha, Wisconsin 53188-1160.
Proposal No. 1 - ELECTION OF DIRECTORS
At the Annual Meeting, the holders of Preferred Stock will elect,
voting as a separate class, two (2) directors of the Company to hold office
until the next annual meeting and until their successors are duly elected and
qualified. Unless the holders of Preferred Stock otherwise specify, the shares
represented by the proxies received for the election of two (2) directors will
be voted in favor of the election as directors of Robert A. Cooper and David A.
Geraldson. The holders of the Common Stock and the Preferred Stock will elect,
voting as one class, two (2) directors of the Company to hold office until the
next annual meeting and until their successors are duly elected and qualified.
Unless the shareholders otherwise specify, the shares represented by the proxies
received for the election of two (2) directors will be voted in favor of the
election as directors of Peter A. Fischer and Salvatore L. Bando. Proxies of
holders of Common Stock cannot be voted for more than two (2) persons and
proxies of holders of Preferred Stock cannot be voted for more than four (4)
persons. The Board has no reason to believe that any of the listed nominees will
be unable or unwilling to serve as director if elected. However, in the event
that any of the nominees should be unable or for good cause unwilling to serve,
the shares represented by proxies received will be voted for substitute nominees
selected by the Board. Directors will be elected by a plurality of the votes
cast at the Annual Meeting (assuming a quorum for each vote is present).
Consequently, any shares not voted at the Annual Meeting, whether due to
abstentions, broker non-votes or otherwise, will have no impact on the election
of directors. Votes will be tabulated by inspectors of election appointed by the
Board.
2
<PAGE>
The following table sets forth certain information, as of February 29,
2000, about the Board's nominees for election as directors of the Company.
Except as otherwise noted, each nominee has engaged in the principal occupation
or employment and held the offices shown for more than the past five years. The
table provides information as of February 29, 2000, as to the age, principal
occupation, background for at least the last five years and period of service as
a director for each person.
<TABLE>
<CAPTION>
Principal Occupation;
Director Office, if any, Held in the Company;
Name Since Age Other Directorships
---- -------- --- ------------------------------------
<S> <C> <C> <C>
Robert A. Cooper 1987 73 Senior Vice President of Dain Rauscher Incorporated (a
securities brokerage firm) since September 1988;
Executive Vice President and a Director of Milwaukee
Financial Group, Inc. (a financial services holding
company) from its incorporation in 1986 until its
acquisition by Dain Bosworth Incorporated in September
1988; Chairman of the Board of The Milwaukee Company (a
securities brokerage firm and the principal subsidiary of
Milwaukee Financial Group, Inc.) from 1978 to September
1988.
Peter A. Fischer 1983 57 Associate Pastor of Portview Christian Center, Port
Washington, Wisconsin since 1992; a former Director, and
from 1981 to 1989, the President and Chief Executive
Officer of Medalist Industries, Inc. (a manufacturer of
industrial and consumer products).
David A. Geraldson 1983 69 President since 1993 and prior thereto Secretary and
Treasurer of Precision Gears, Inc. (a manufacturer of
gears, splined shafts, speed reducers and worm gear
winches).
Salvatore L. Bando 1999 56 Special Assistant to the President of the Milwaukee
Brewers from September, 1999 to the present. Senior Vice
President of Baseball Operations for the Milwaukee
Brewers from 1991 to 1999. Director of InvestorsBancorp,
a bank holding company, from 1997 to 1999. Previously a
director of the Company from 1980 until 1997 and an
officer of the Company from 1980 until 1991.
</TABLE>
3
<PAGE>
All of the Company's directors will hold office until the next annual
meeting of shareholders and until their respective successors are duly elected
and qualified. There are no arrangements or understandings between the Company
and any other person pursuant to which any of the Company's directors have been
selected for their respective positions.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS
AND URGES THE HOLDERS OF PREFERRED STOCK TO VOTE "FOR" MESSRS. COOPER AND
GERALDSON AND URGES EACH SHAREHOLDER TO VOTE "FOR" MESSRS. FISCHER AND BANDO.
SHARES REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL
BE VOTED "FOR" ALL APPROPRIATE NOMINEES.
BOARD OF DIRECTORS
The Board has standing Compensation and Audit Committees, but does not
have a nominating committee. The Compensation Committee, which presently
consists of Messrs. Cooper, Fischer, Geraldson and Bando, had one meeting during
the year ended December 31, 1999. The Compensation Committee approves all
matters relating to the compensation of the Company's directors and officers,
including salary rates, participation in any incentive bonus plans, fringe
benefits, and other forms of compensation, and approves the grant of stock
options under the Company's 1997 Stock Option Plan and the 1990 and 1993
Incentive Stock Option Plans.
The Audit committee, which presently consists of Messrs. Geraldson,
Cooper and Fischer, held one meeting in the year ended December 31, 1999. The
Audit Committee reviews with the Company's independent auditors the plan and
scope of their audit, findings and conclusions of their auditing engagement, the
Company's procedures for internal auditing, the adequacy of the Company's system
of internal controls and the accounting principles and policies of the Company;
evaluates the independence of the independent auditors and the quality of the
professional services provided by the independent auditors' and recommends to
the Board the engagement, continuation or discharge of the independent auditors.
The Board held four (4) meetings in the year ended December 31, 1999.
Each director attended at least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which he served.
Directors were paid an annual retainer fee of $7,000 plus a $750 fee
for each meeting of the Board or a committee attended. There are no directors
who are officers of the Company.
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 February 29, 2000, by each
person known by the Company to be the beneficial owner of more than five (5)
percent of the outstanding Common
4
<PAGE>
Stock, by each director or nominee, by each executive officer named in the
Summary Compensation Table set forth below, and by all directors and executive
officers of the Company as a group. No executive officer or director of the
Company beneficially owns any shares of Preferred Stock and, to the best
knowledge of the Company, no person beneficially owns more than five (5) percent
of the outstanding shares of Preferred Stock.
Amount and Nature of Beneficial Ownership
Name of Amount and Nature of Percent
Beneficial Owner (1) Beneficial Ownership (2) of Class
- --------------------------------------------------------------------------------
George R. Schonath 220,548(3) 5.6%
Salvatore L. Bando 174,173(4) 4.4%
Robert A. Cooper 28,600(5) *
Peter A. Fischer 36,854(6) *
David A. Geraldson 88,873(7) 2.3%
All executive officers and
directors as a group (8 persons) 726,238(8) 18.4%
* Less than one percent (1%).
(1) The address of each person identified in this table is W239 N1700 Busse
Road, Waukesha, Wisconsin 53188-1160.
(2) Includes the following shares subject to stock options which were
exercisable as of or within sixty (60) days of February 29, 2000: Mr.
McGlocklin, 18,612 shares; and all directors and executive officers as a
group, 18,612 shares. Mr. Schonath's 203,445 shares are not included in the
amounts listed in the table because they are held by his daughters'
irrevocable trusts. Mr. Schonath disclaims any beneficial ownership of the
options.
(3) Includes (a) 436 shares held by a daughter, (b) 198,875 shares held by the
Schonath Family Partnership for which Mr. Schonath is General Partner and
(c) 21,237 shares held by the Company's 401(k) profit sharing plan on
behalf of this individual. Does not include (a) 47,784 shares held in
irrevocable trusts for the benefit of his daughters, (b) 203,445 stock
option shares that are held in irrevocable trusts for the benefit of his
daughters and (c) 436 shares held directly by his oldest daughter.
(4) Includes (a) 59,818 shares held jointly with or by spouse and (b) 7,674
shares held by the Company's 401(k) profit sharing plan on behalf of this
individual.
(5) Includes 1,100 shares held jointly with or by spouse.
(6) Includes (a) 16,884 shares held jointly with or by spouse and/or by
children and (b) 10,640 shares held by a Keogh plan on behalf of this
individual.
(7) Includes (a) 10,151 shares held jointly with or by spouse and (b) 62,531
shares owned by the Precision Gears, Inc. profit sharing plan for which Mr.
Geraldson acts as co-trustee.
(8) Assumes the exercise of all options which were currently exercisable as of
or exercisable within 60 days of February 29, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors and persons who own more than 10% of the Common Stock to
file reports of ownership with the Securities and Exchange Commission and with
the National Association of Securities Dealers, Inc. Such persons are also
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely upon the Company's review of such forms and, if appropriate,
representations made to the Company by any such reporting person concerning
whether a Form 5
5
<PAGE>
was required to be filed for the 1999 year, the Company is not aware that any of
its directors and executive officers or 10% shareholders failed to comply with
the filing requirements of Section 16(a) during the period commencing January 1,
1999 through December 31, 1999.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid for the last three years to the Company's President and Chief Executive
Officer. There were no other executive officers of the Company whose aggregate
salary and bonus exceeded $100,000 for the year ended December 31, 1999. The
person named in the table below is sometimes referred to herein as the named
executive officer.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Annual Compensation Compensation Awards
(a) (b) (c) (d) (e) (f) (g) (h)
Securities
Restricted Underlying
Name and Salary Other Annual Stock Option/ All Other
Principal Position Year (1) Bonus Compensation Awards SARs Compensation
- ------------------ ---- ------ ----- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George R. Schonath, 1999 $180,000 $112,000 $ - - - $ - - - - - - $56,412(2)
President and Chief 1998 $165,000 $ - - - $ - - - $ - - - - - - $43,079(3)
Executive Office 1997 $233,750 $ - - - $ - - - $ - - - 184,950 $85,217(4)
(1) Includes amounts deferred under the Company's 401(k) plan.
(2) Consists of (a) $51,912 for the Company's contribution for supplemental retirement benefits and (b)
$4,500 for the Company's contribution to the 401(k) profit sharing plan.
(3) Consists of (a) $38,098 for the Company's contribution for supplemental retirement benefits and (b)
$4,981 for the Company's contribution to the 401(k) profit sharing plan.
(4) Consists of (a) $55,987 for the Company's contribution for supplemental retirement benefits, (b) $8,000
for the Company's contribution to the 401(k) profit sharing plan, (c) $8,000 for the Company's
contribution to the money purchase pension plan on behalf of this individual, and (d) $13,230
representing a cash payment of $0.20 per stock option as a result of the Company's payment of a return of
capital dividend.
</TABLE>
1990 and 1993 Incentive Stock Option Plans
The Company has in effect the Bando McGlocklin Capital Corporation
1990 Incentive Stock Option Plan (the "1990 Plan") and the Bando McGlocklin
Capital Corporation 1993 Incentive Stock Option Plan (the "1993 Plan") pursuant
to which there are outstanding options to purchase an aggregate of 23,012 shares
held by a senior vice-president of the Company. No options were granted in 1999
under either the 1990 Plan or the 1993 Plan, however, the total options
outstanding increased by 10% pursuant to a 10% stock dividend as of the December
31, 1999 record date. As of December 31, 1999, there were 67,049 and 89,000
shares of Common Stock available for issuance under the 1990 Plan and the 1993
Plan,
6
<PAGE>
respectively. The Compensation Committee does not intend to issue any additional
options under the 1990 Plan and the 1993 Plan. Mr. Schonath holds no options
under these plans.
1997 Stock Option Plan
The Company has in effect the 1997 Plan pursuant to which there are
outstanding options to purchase an aggregate of 203,445 shares. The options were
originally granted to George R. Schonath in 1997 and subsequently gifted by him
to his daughters' irrevocable trusts. He holds no options under the 1997 Plan.
No options were granted in 1999 under the 1997 Plan. As of December 31, 1999
there were 16,555 options available for issuance under the 1997 Plan.
Compensation Committee Interlocks and Insider Participation
In February 1999, the Compensation Committee considered the
compensation packages of Mr. George R. Schonath and Mr. Jon McGlocklin,
currently a senior vice president of the Company, and met with consultants from
BDO Seidman, LLP to review a long-range compensation plan. The Compensation
Committee is composed of Robert A. Cooper, David A. Geraldson, Salvatore L.
Bando and Peter A. Fischer. No member of the Compensation Committee is a current
or former officer or employee of the Company or any of its subsidiaries except
for Mr. Bando who was a former officer of the Company. Messrs. McGlocklin and
Schonath do not participate in decisions regarding their respective
compensation.
Compensation Committee Report
The Compensation Committee of the Board is responsible for all aspects
of the Company's compensation package offered to its executive officers,
including the named executive officer. The Compensation Committee determines the
compensation package (including the grant of stock options pursuant to the 1990
Plan, the 1993 Plan and the 1997 Plan) to be paid to each executive officer.
Executive Compensation Policies. The Company's executive compensation
program is intended to establish a relationship between compensation and the
Company's business strategies as well as the Company's goal of maintaining and
improving profitability and maximizing long-term shareholder value. The focus of
compensation decisions is on the achievement of long-term performance objectives
as opposed to the attainment of short-term, narrowly defined goals. The focus on
long-term performance objectives is intended to avoid unwarranted adjustments in
executive compensation based solely on short-term swings (either up or down) in
the Company's markets.
In recommending and establishing levels of executive compensation, it
is the policy of the Compensation Committee to (a) offer competitive
compensation packages in order to attract and retain key executive officers
crucial to the Company's long-term success; (b) provide, on a limited basis,
performance-based compensation opportunities (including equity-based awards)
which allow executive officers to earn rewards for long-term strategic
management and the enhancement of shareholder value; (c) establish a
relationship between executive
7
<PAGE>
compensation and the Company's annual and long-term strategic goals; and (d)
provide compensation programs which recognize and reward individual initiative
and achievement.
Executive Compensation Package. As reflected under the Summary
Compensation Table, the Company's executive compensation package consists
primarily of salary and to a limited extent, bonus awards and stock option
grants, as well as benefits under the employee benefits plans offered by the
Company.
The Compensation Committee initially awarded a base salary to its
Chief Executive Officer for the year ended December 31, 1999 of $180,000. In
addition, the Compensation Committee awarded Mr. Schonath a bonus of $112,000,
in recognition of the Company's superior performance in 1999.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits deductibility for federal income tax purposes of compensation in
excess of $1 million paid to the Chief Executive Officer and certain executive
officers unless certain requirements are met. The Compensation Committee does
not believe that in the foreseeable future the annual compensation of any
executive officer will be subject to the limit.
Compensation Committee Members
Robert A. Cooper, Chairman
David A. Geraldson
Peter A. Fischer
Salvatore L. Bando
8
<PAGE>
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis change since
December 31, 1994 in (a) the total shareholder return on the Common Stock, (b)
the total return of companies in the Nasdaq Stock Market Index ("Nasdaq U.S."),
and (c) the total shareholder return of companies in the Nasdaq Stocks
Miscellaneous Investing Index ("Nasdaq MI") consisting of a peer group of
publicly-traded REITs. The total return information presented in the graph
assumes the reinvestment of dividends. The graph assumes $100 was invested on
December 31, 1994 in Common Stock, the Nasdaq U.S. and the Nasdaq MI.
[OBJECT OMITTED]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Bando McGlocklin
Capital Corporation $100.00 $102.15 $ 98.68 $119.37 $107.82 $115.95
Nasdaq U.S. $100.00 $141.34 $173.90 $213.07 $300.43 $555.99
Nasdaq MI $100.00 $117.02 $143.07 $184.88 $157.09 $179.37
(1) During the period from December 31, 1994 to December 31, 1996, the Company was registered under the
Investment Company Act of 1940 as a closed-end investment company, but its shares of Common Stock
were traded on the Nasdaq Stock Market. As of January 1, 1997, the Company became a reporting
company under the Securities Exchange Act of 1934, as amended, and its shares of common stock are
still traded on the Nasdaq Stock Market.
</TABLE>
RELATED PARTY TRANSACTIONS
The Company and InvestorsBancorp., Inc., together with its wholly
owned subsidiary, InvestorsBank, share common offices and personnel. George R.
Schonath is the President and Chief Executive Officer, a director and beneficial
owner of 35% of the issued and outstanding common stock of InvestorsBancorp and
is a director and President and Chief Executive Officer of InvestorsBank. In
addition, Susan J. Hauke, Vice President Finance and Secretary of the Company is
Vice President Finance and Secretary of InvestorsBancorp and InvestorsBank, and
Scott J. Russell, Senior Vice President of the Company, is a Senior Vice
9
<PAGE>
President of InvestorsBancorp and Vice President Finance and Treasurer of
InvestorsBank. Jon McGlocklin, Senior Vice President of the Company, is Senior
Vice President and a director of InvestorsBancorp and InvestorsBank. The Company
and the Bank purchase loan participations from each other from time to time and,
pursuant to a Management Services and Allocation of Expenses Agreement, by and
between the Company and the Bank, the Bank performs certain loan servicing and
administration services for the Company. Additional transactions may be expected
to take place in the future. All outstanding loans, commitments to loan,
transactions in repurchase agreements and loan participation and servicing
relationships, in the opinion of management, 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 comparable transactions with
other persons and did not involve more than the normal risk of collectibility or
present other unfavorable features. The Bank received an aggregate of $872,201
in loan servicing and administration fees from the Company in 1999, which
management believes is comparable to what would have been charged by an
unrelated third party. The Bank also leases space for its main offices from the
Company. The annual rent payable by the Bank under the lease, including real
estate taxes and furnishings, is $109,998, which represents the Bank's pro rata
share of the Company's occupancy expense. The Company believes the terms of the
lease with the Bank are on substantially the same terms and conditions as could
be obtained from unrelated third parties.
George R. Schonath, the Company's President and Chief Executive
Officer, owns 100% of the voting stock of Lee Middleton Original Dolls, Inc.,
representing 1% of the total equity. The Company owns 100% of the non-voting
stock of Middleton Doll, representing 99% of the total equity of Middleton Doll
Proposal No. 2 - Ratification of Appointment of Independent Auditors
The Board of Directors has appointed the firm of BDO Seidman, LLP as
independent auditors to audit the books, records, and accounts of the Company
and its subsidiaries for the year ending December 31, 2000, and proposes that
the shareholders ratify such appointment. BDO Seidman, LLP acted as independent
auditors for the year ended December 31, 1999. A representative of BDO Seidman,
LLP is expected to attend the Annual Meeting, will have the opportunity to make
a statement, and will be available to respond to appropriate questions.
The vote necessary to ratify the appointment of independent auditors
is governed by Section 180.0725(3) of the Wisconsin Business Corporation Law,
which provides that a matter will be approved if a quorum is present and the
number of votes cast in favor of the matter exceed the number of votes cast in
opposition thereto. Accordingly, a shareholder will be deemed "present" at the
Meeting by proxy because the shareholder has returned a proxy (even if the proxy
card contains no instructions as to voting with respect to the ratification of
the appointment of independent auditors, abstains from voting thereon, or
constitutes a broker "non-vote" with respect thereto). However, unless the
shareholder votes "for" or "against" the ratification of the appointment of
independent auditors, the shareholder's vote will not be counted.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF
10
<PAGE>
BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.
Proposal No. 3 - Other Matters
The matters in the foregoing Notice of Meeting and Proxy Statement
are, as far as the Board of Directors knows, the only matters which will be
presented for consideration at the Annual Meeting. If any other matters properly
come before the Annual Meeting, the individuals named in the accompanying
Proxies will vote on them, in accordance with their best judgment exercising the
authority conferred thereby.
MISCELLANEOUS
Shareholder Proposals
Any proposals of shareholders intended to be presented at the 2001
Annual Meeting of Shareholders must be received by the Secretary of the Company
at its principal executive offices at W239 N1700 Busse Road, Waukesha, Wisconsin
53188-1160, on or before December 6, 2000, to be considered for inclusion in the
Company's Proxy Statement and proxy relating to such meeting. Additionally, if
the Company receives notice of a shareholder proposal after February 19, 2001,
the persons named in the proxies solicited by the Board of Directors for the
2001 Annual Meeting may exercise discretionary voting power with respect to such
proposal.
Solicitation Expenses
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to be beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ George R. Schonath
George R. Schonath
President and Chief Executive Officer
Waukesha, Wisconsin
April 4, 2000
<PAGE>
PREFERRED STOCK
Bando McGlocklin Capital Corporation
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
This Proxy is Solicited On Behalf of The Board of Directors
The undersigned hereby appoints George R. Schonath and Jon McGlocklin, and each
of them, as Proxies with the power of substitution (to act jointly or if only
one acts then by that one) and hereby authorizes them to represent and to vote
as designated below all of the shares of Preferred Stock of Bando McGlocklin
Capital Corporation held of record by the undersigned on March 21, 2000, at the
annual meeting of shareholders to be held on May 3, 2000, or at any adjournment
or postponement thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
"FOR" the election of the Board's nominees and "FOR" Item 2.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
<PAGE>
- -------- -----
BANDO McGLOCKLIN CAPITAL CORPORATION 2000 ANNUAL MEETING
The Board of Directors recommends a vote FOR the following proposals:
1. ELECTION OF DIRECTORS: [ ] FOR all [ ] WITHHOLD
(i) Directors elected by holders nominees AUTHORITY
of Preferred Stock and listed to to vote
Common Stock voting together. the left for all
(except as nominees
1-Peter A. Flecher 2-Salvatore L. Bando specified listed to
below) the left.
(ii) Directors elected by
holders of Preferred Stock
voting as a separate class.
3-Robert A. Cooper 4-David A. Geraldson
(Instructions: To withhold authority ------------------------------------
to vote for any indicated nominee, ->
write the number(s) of the nominee(s)
in the box provided to the right.) ------------------------------------
2. To ratify or reject the selection of BDO Seidman, LLP as the independent
certified public accountants to audit the financial statements of the
Company for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Date ____________________ NO. OF SHARES
-----------------------------
Check appropriate box
Indicate changes below:
Address Change? [ ] Name change? [ ]
-----------------------------
Signature(s) in Box
Please sign exactly as your
name appears hereon. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give fill title as such. If a
corporation, please sign in
full corporate name by the
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
- -------- -----
<PAGE>
COMMON STOCK
Bando McGlocklin Capital Corporation
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
This Proxy is Solicited On Behalf of The Board of Directors
The undersigned hereby appoints George R. Schonath and Jon McGlocklin, and each
of them, as Proxies with the power of substitution (to act jointly or if only
one acts then by that one) and hereby authorizes them to represent and to vote
as designated below all of the shares of Common Stock of Bando McGlocklin
Capital Corporation held of record by the undersigned on March 21, 2000, at the
annual meeting of shareholders to be held on May 3, 2000, or at any adjournment
or postponement thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
"FOR" the election of the Board's nominees and "FOR" Item 2.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
<PAGE>
- ---------- -------
BANDO McGLOCKLIN CAPITAL CORPORATION 2000 ANNUAL MEETING
The Board of Directors recommends a vote FOR the following proposals:
1. ELECTION OF DIRECTORS: [ ] FOR all [ ] WITHHOLD
nominees AUTHORITY
1-Peter A. Fischer 2-Salvatore L. Bando listed to to vote
the left for all
(except as nominees
specified listed to
below). the left.
(Instructions: To withhold authority to vote ----------------------------
for any indicated nominee, write the number(s) ->
of the nominee(s) in the box provided to the
right.) ----------------------------
2. To ratify or reject the selection of BDO Seidman, LLP as the independent
certified public accountants to audit the financial statements of the
Company for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Date ______________ NO. OF SHARES
-----------------------------
Check appropriate box. Indicate
changes below:
Address Change? [ ] Name change? [ ]
-----------------------------
Signature(s) in Box
Please sign exactly as your
name appears hereon. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give fill title as such. If a
corporation, please sign in
full corporate name by the
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
- ---------- -------
