<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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
SECURITY CHICAGO CORP.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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<PAGE>
April 19, 1996
Chicago, Illinois
SECURITY CHICAGO CORP.
196 EAST PEARSON
CHICAGO, ILLINOIS 60611
(312) 280-0360
___________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1996
To the Stockholders of
SECURITY CHICAGO CORP.:
The Annual Meeting of the Stockholders of Security Chicago Corp., a Delaware
corporation (the "Corporation"), will be held at the offices of First Security
Bank of Chicago, 196 East Pearson, Chicago, Illinois 60611, on Monday, May 20,
1996 at 6:00 P.M. , Chicago time, for the following purposes:
1. To elect Two Class I Directors for a term of three years; and
2. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on April 9, 1996 as the
record date for the determination of Stockholders entitled to notice of, and to
vote at, the Annual Meeting.
This Notice of Annual Meeting and Proxy Statement (and the accompanying Proxy)
is being mailed on or about April 19, 1996. Also enclosed is the
Corporation's Annual Report to Shareholders for the year ended December 31,
1995.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER YOU
PLAN TO ATTEND OR NOT, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE THAT YOUR SHARES WILL BE
REPRESENTED. YOU HAVE THE POWER TO REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED, AND THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF
YOU ATTEND THE ANNUAL MEETING.
By order of the
Board of Directors.
James D. Polivka,
Chairman of the Board of Directors
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of the Corporation of proxies for use at the Annual Meeting
of Stockholders of the Corporation to be held on May 20, 1996. The accompanying
proxy is being solicited by the Board of Directors of the Corporation. The cost
of soliciting proxies is borne by the Corporation. In addition to use of the
mails, proxies may be solicited personally or by telephone, telegraph or
facsimile by officers, Directors and certain employees of the Corporation and of
First Security Bank of Chicago, a wholly-owned subsidiary of the Corporation
(the "Bank"), who will not be specially compensated for such soliciting. The
Corporation will, at its expense, upon the receipt of a request from brokers and
other custodians, nominees and fiduciaries, forward proxy soliciting material to
the beneficial owners of shares held of record by such persons.
Stockholders are urged to specify the way they wish to have their shares voted
by completing the enclosed proxy. Shares represented by proxies that are
properly executed and returned will be voted at the Annual Meeting as specified
on the proxy. If no choice is specified, the shares will be voted FOR the
nominees listed under Proposal 1. It is not anticipated that any action will be
asked of Stockholders other than that set forth herein; however, proxies in the
enclosed form will confer discretionary voting authority on the individuals
specified in the enclosed proxy regarding any other matters that properly come
before the Annual Meeting.
Any Stockholder giving a proxy will have the right to revoke it at any time
prior to the voting thereof by filing a written revoking instrument or a duly
executed proxy bearing a later date with the Secretary of the Corporation or by
attending the Annual Meeting and voting in person.
On April 9, 1996, the Corporation had 208,714 shares of Common Stock, par value
$5.00 per share, issued and outstanding. With respect to the election of the
Board of Directors, and in regard to all other matters to be voted upon at the
Annual Meeting, each issued and outstanding share is entitled to one vote.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Election (the "Inspector") appointed by the Board of Directors for
the Annual Meeting. The Inspector will also determine whether a quorum is
present. The Inspector will treat abstentions as shares that are present and
entitled to vote for purposes of determining a quorum, but as unvoted for
purposes of determining the approval of any matter submitted to the Stockholders
for their vote. If a broker indicates on the proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to the matter.
-2-
<PAGE>
PROPOSAL NO. 1
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three classes. One
class is elected annually to serve for a three-year term. At the Annual Meeting
of Stockholders, two Class I Directors will be elected for a term of three years
or until their successors are elected and qualified. The proxy provides
instructions for voting for the Director nominees or for withholding authority
to vote for the Director nominees. Unless instructed to the contrary, the
persons acting under the proxy solicited will vote for the nominees named as
Class I Directors. The nominees for election as Class I Directors are indicated
in the table below. The Corporation has no knowledge that the nominees will
refuse or be unable to serve, but if any nominee 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 Annual Meeting. In order
to be elected as a Director, each Director nominee must receive the favorable
vote of a plurality of the shares represented and entitled to vote at the Annual
Meeting.
The table below contains information about the nominees, the continuing
Directors and other executive officers of the Corporation.
NOMINEES
CLASS I DIRECTORSHIPS - TERMS TO EXPIRE 1999
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND
BECAME A DIRECTOR THE BANK; AND PRINCIPAL OCCUPATION
FOR THE LAST FIVE YEARS
___________________________________________________________________
Richard S. Bull, Jr. Vice Chairman and Director of the
Age 70 - 1976 Corporation and the Bank; Chairman
and Chief Executive Officer, Bradner
Central Corp. (paper distributor)
from 1989 to his retirement in
November 1993; President and Chairman,
Bradner Central Corporation prior to
1989.
Frank W. Fernandes Director of the Corporation and the
Age 38 - 1995 Bank; Private Investor; Director and
Executive Vice President of Chicago
Research and Trading, Inc., 1982-1993.
-3-
<PAGE>
CONTINUING DIRECTORS
The following persons will continue to serve as Directors for the periods
indicated:
CLASS II DIRECTORSHIPS - TERMS TO EXPIRE 1997
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND
BECAME A DIRECTOR THE BANK; AND PRINCIPAL OCCUPATION
FOR THE LAST FIVE YEARS
___________________________________________________________________
Ronald A. Landsman Vice Chairman and Director of the
Age 62 - 1976 Corporation and the Bank;
Principal, Ronald A. Landsman & Co.
(Certified Public Accountants).
Carol M. Ware Director of the Corporation and Bank;
Age 66 - 1976 Retired Executive Vice President,
Carol Fur Co., Inc. (retail furrier).
CLASS III DIRECTORSHIPS -TERMS TO EXPIRE 1998
NAME, AGE AND YEAR POSITION WITH THE CORPORATION AND
BECAME A DIRECTOR THE BANK; AND PRINCIPAL OCCUPATION
FOR THE LAST FIVE YEARS
___________________________________________________________________
Thomas R. Beverlin Director and Executive Vice President
Age 62 - 1995 of the Corporation and Director and
President of the Bank; President and
CEO of Mokena State Bank, 1991-1993;
Senior Vice President of Mid-City
National Bank, 1984-1991.
James D. Polivka Chairman and President of the
Age 66 - 1976 Corporation and Chairman of the Bank;
Private Investor.
Wallis LaThomus Weinper Director of the Corporation and the
Age 58 - 1981 Bank; President, LaThomus & Company,
Inc. (real estate sales and
property management company).
-4-
<PAGE>
OTHER EXECUTIVE OFFICERS
POSITION WITH THE
NAME AGE CORPORATION AND THE BANK
_________________________________________________________________
Sarah G. O'Sullivan 65 Treasurer of the Corporation and
Vice President of the Bank.
Yolanda Zarnowska 59 Secretary of the Corporation and
Assistant Vice President of the Bank.
Sarah G. O'Sullivan and Yolanda Zarnowska have served the Corporation and the
Bank in various administrative and executive capacities for over five years.
All of the Corporation's Directors hold office for the terms indicated, and all
of the Corporation's executive officers hold office for a term of one year, or
until their respective successors are duly elected and qualified. There are no
arrangements or understandings between any of the Directors, executive officers,
or any other person pursuant to which any of the Corporation's Directors or
executive officers have been selected for their respective positions.
BOARD COMMITTEES AND MEETINGS
The Bank has Audit, Nominating, Loan, Marketing, Investment, Personnel,
Compensation, Funds Management, Community Reinvestment, Building, Compliance and
Insurance committees. Mr. Polivka, who is Chairman and President of the
Corporation and Chairman of the Bank, serves as an ex-officio member of each
committee. The Corporation has no standing committees.
The Audit Committee, of which Mr. Landsman, who is a Vice Chairman of the
Corporation and the Bank, and Mr. Fernandes who is not an officer of the
Corporation or the Bank, are members, is responsible for the recommendation of
independent auditors, reviewing the scope and nature of audits, proposals and
other services performed by the independent auditors, and reviewing the Bank's
system of internal control. The Audit Committee met once during 1995.
The Nominating Committee, of which Mr. Bull, who is a Vice Chairman of the
Corporation and the Bank, and Ms. Ware who is not an officer of the Corporation
or the Bank, are members, advises and makes recommendations to the Board of
Directors of the Bank on all matters concerning the selection of candidates for
election to the Board. The Nominating Committee met once during 1995.
-5-
<PAGE>
The Personnel Policy and Compensation Committee, of which Mr. Bull, who is a
Vice Chairman of the Corporation and the Bank, and Mr. Fernandes and Ms.
Weinper, who are not officers of the Corporation or the Bank, are members, makes
recommendations to the Board of Directors of the Bank relative to personnel
policies, and Director, officer and employee compensation and benefit programs.
The Personnel Policy and Compensation Committee met three times during 1995.
A total of 15 regularly scheduled and special meetings of the Board of Directors
of each of the Corporation and the Bank were held during 1995. All Directors
attended at least seventy-five percent of the meetings of the Boards and the
committees of the Bank's Board on which they served.
EXECUTIVE COMPENSATION
The following table sets forth compensation information for each person who
served as the Corporation's Chief Executive Officer during 1995, and for each
executive officer of the Corporation who received more than $100,000.00 in
salary and bonus in 1995.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL POSITION YEAR SALARY (1) BONUS (1)
________________________________________________________________________
<S> <C> <C> <C>
James D. Polivka, 1995 None None
Chairman of the Board 1994 None None
of the Corporation and 1993 None None
the Bank.
Thomas R. Beverlin, 1995 $100,000. $12,000.
Executive Vice President 1994 87,000. 2,500.
of the Corporation and 1993 N/A N/A
President of the Bank (2)
</TABLE>
______________________
(1) All compensation payments are made by the Bank.
(2) Mr. Beverlin joined the Bank on March 28, 1994.
-6-
<PAGE>
DIRECTORS' BENEFITS
Directors of the Corporation do not receive any fees for serving on the Board of
Directors but may receive fees for attending special Board Meetings. Three
special Board Meetings were held in 1995 for which each Director was paid
$700.00. Directors of the Corporation also serve as directors of the Bank and
receive a fee of $700.00 per month from the Bank for attending meetings of the
Board of Directors of the Bank. No fees are paid to Directors for attending
meetings of committees of the Bank.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
The Directors, officers and beneficial owners of ten percent or more of the
equity securities of the Corporation are required to file certain reports with
the Securities and Exchange Commission (the "SEC") pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"). A Form 3 must
be filed with the SEC within 10 days after the event by which the person becomes
a "reporting person" (i.e., director, officer of 10% owner); a Form 4 must be
filed with the SEC on or before the tenth day after the end of the month in
which a change in beneficial ownership has occurred for a reporting person; and
a Form 5 must be filed with the SEC on or before the forty-fifth day after the
end of the Corporation's fiscal year for transactions or holdings that should
have been reported but were not reported. During 1995, a Form 5 was filed by
Frank W. Fernandes, a Director of the Corporation and the Bank, covering the
acquisition of a total of 100 shares of the Corporation's common stock.
TRANSACTIONS WITH MANAGEMENT
Directors and officers of the Corporation and the Bank and their associates were
customers of and had transactions with the Bank during 1995. Additional
transactions may be expected to take place in the future. All outstanding
loans, commitments to loan, transactions in repurchase agreements and
certificates of deposit and depository relationships 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.
-7-
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table lists the beneficial ownership of the Corporation's Common
Stock with respect to all persons known to the Corporation to be the beneficial
owners of more than five percent of such Common Stock as of April 9, 1996.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
____________________________________________________________
<S> <C> <C>
Lawrence Kahme 12,100(2) 5.80%
196 East Pearson
Chicago, Illinois 60611
James D. Polivka 11,600 5.56%
196 East Pearson
Chicago, Illinois 60611
</TABLE>
________________________
(1) The information contained in this column is based upon
information furnished to the Corporation by the persons
named above. The nature of beneficial ownership for
shares shown in this column is sole voting and investment
power.
(2) Includes 6,000 shares owned by Mr. Kahme's spouse.
Beneficial ownership of these shares is disclaimed by
Mr. Kahme.
-8-
<PAGE>
SECURITY OWNERSHIP
OF MANAGEMENT
The following table sets forth, as of April 9, 1996 the total number of
shares of Common Stock of the Corporation, beneficially owned, and the
percentage of the outstanding Common Stock of the Corporation so owned, by each
person who served as Chief Executive Officer of the Corporation, by all
Directors and by all Directors and executive officers of the Corporation as a
group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF INDIVIDUAL OR OF BENEFICIAL PERCENT
NUMBER OF PERSONS IN GROUP OWNERSHIP (1) OF CLASS
_________________________________________________________________________
<S> <C> <C>
Thomas R. Beverlin 340 .002%
Richard S. Bull, Jr. 3,265 (2)(3)(5) 1.56%
Frank W. Fernandes 7,335 3.51%
Ronald A. Landsman 3,610 (4) 1.73%
James D. Polivka 11,600 5.56%
Carol M. Ware 1,950 .93%
Wallis LaThomus Weinper 1,650 (6) .79%
All Directors and
executive officers as
a group (9 persons) 31,430 15.06%
</TABLE>
______________________
1) The information contained in this column is based upon information furnished
to the Corporation by the persons named above and the members of the designated
group. 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) Includes 1,200 shares held individually by Mr. Bull's spouse. Beneficial
ownership of these shares is disclaimed by Mr. Bull.
-9-
<PAGE>
(3) Includes 1,565 shares that are held by Mr. Bull as Trustee of the Richard
S. Bull Trust under agreement dated October 16, 1989.
(4) Includes 1,750 shares that are held by the Ronald A. Landsman & Company
Retirement Trust.
(5) Includes 500 shares held jointly by Mr. Bull and his spouse. Investment
and voting power with respect to these shares is deemed shared.
(6) Includes 300 shares held jointly by Ms. Weinper and her spouse. Investment
and voting power with respect to these shares is deemed shared.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
______________________________________________________
The Board of Directors of the Corporation retained Crowe Chizek, certified
public accountants as independent public accountants for the examination of the
consolidated financial statements of the Corporation and the Bank for the year
ended December 31, 1995.
Representatives of Crowe Chizek are expected to be present at the Annual Meeting
and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS AND NOMINATIONS
________________________________________________________
Stockholders may submit proposals appropriate for Stockholder action at the 1997
Annual Meeting consistent with the regulations of the Securities and Exchange
Commission. All such proposals should be directed to Ms. Yolanda Zarnowska,
Secretary, Security Chicago Corp., 196 East Pearson, Chicago, Illinois 60611 by
December 21, 1996. The restated Certificate of Incorporation of the Corporation
provides that no person (other than a person nominated by or on behalf of the
Board of Directors) shall be eligible for election as a Director at any Annual
or Special Meeting of Stockholders unless a written request that such person's
name be placed in nomination is received from a Stockholder of record by the
Secretary of the Corporation not less than 14 nor more than 60 days prior to
the date fixed for the meeting, together with (1) the name, age, business
address and, if known, residence address of each nominee, (2) the principal
occupation of each nominee for the past 5 years and (3) the number of shares of
Common Stock beneficially owned by each nominee and the nominating Stockholder.
-10-
<PAGE>
REPORTS TO STOCKHOLDERS
______________________________
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, AND TO EACH PERSON REPRESENTING THAT HE OR SHE WAS A BENEFICIAL OWNER
OF THE CORPORATION'S COMMON STOCK AS OF THE RECORD DATE FOR THE ANNUAL MEETING,
UPON WRITTEN REQUEST, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, TOGETHER WITH THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. SUCH WRITTEN REQUEST SHOULD BE SENT TO MS.
YOLANDA ZARNOWSKA, SECRETARY, SECURITY CHICAGO CORP., 196 EAST PEARSON,
CHICAGO, ILLINOIS 60611.
By order of the
Board of Directors.
JAMES D. POLIVKA,
CHAIRMAN OF THE BOARD OF DIRECTORS
___________________________
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
-11-
<PAGE>
SECURITY CHICAGO CORP.
196 EAST PEARSON * CHICAGO, ILLINOIS 60611
312-280-0360
PROXY
PROXY FOR SHARES OF COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS FOR THE ANNUAL
MEETING OF THE STOCKHOLDERS OF
SECURITY CHICAGO CORP., TO BE
HELD ON MAY 20, 1996.
The undersigned hereby appoints Thomas R. Beverlin and Ronald A. Landsman, or
either one of them acting in the absence of the other, with 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 Security Chicago Corp. to be held at First Security Bank of
Chicago, 196 East Pearson Street, Chicago, Illinois 60611 on Monday, May 20,
1996 at 6:00 P.M., Chicago time, or any adjournment thereof, upon the matters
set forth in the Notice of Annual Meeting and Proxy Statement, receipt of which
is hereby acknowledged, as follows:
PROPOSAL NO. 1. ELECTION OF DIRECTORS
FOR the nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed below
/ / / /
RICHARD S. BULL, JR. AND FRANK W. FERNANDES
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
_________________________________________________________________
PROPOSAL NO. 2: In accordance with their discretion, upon all
other matters that may properly come before said Meeting and any
adjournment thereof.
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED UNDER PROPOSAL 1.
PLEASE_____________________________
SIGN _____________________________
HERE _____________________________
DATED_________________________,1996
NOTE: Please date proxy and sign it
exactly as name or names appear
above. All joint owners of shares
should sign. State full title when
signing as executor, administrator,
trustee, guardian, etc. Please
return signed proxy in the enclosed
envelope.
