<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
NORTHERN STATES FINANCIAL 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.
<TABLE>
<S> <C> <C>
Chapter 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:
-----------------------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
NORTHERN STATES FINANCIAL CORPORATION
1601 N. LEWIS AVENUE
WAUKEGAN, ILLINOIS 60085
TELEPHONE (847) 244-6000
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
NORTHERN STATES FINANCIAL CORPORATION
TO BE HELD ON APRIL 22, 1999
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Northern States Financial Corporation (the "Company") will be held
on Thursday, April 22, 1999, at 4:30 p.m., at the office of the Bank of
Waukegan, 1601 N. Lewis Avenue, Waukegan, Illinois.
A Proxy Statement and Proxy Card for this Annual Meeting are enclosed
herewith. The Annual Meeting is for the purpose of considering and voting on the
following matters:
I. The election of directors to serve terms of one year each;
II. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors of the Company for the year ending December 31,
1999;
III. Such other business as may properly come before the meeting or any
adjournments thereof.
Note: The Board of Directors is not aware of any other business to come before
the Annual Meeting.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 18, 1999 as the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting. Only holders of record of Common
Stock at the close of business on such date will be entitled to vote at the
Annual Meeting or any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER
MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR BY SUBMITTING A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL
MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT
BEFORE THE ANNUAL MEETING.
By Order of the Board of Directors:
/s/ Helen Rumsa
------------------
Helen Rumsa
SECRETARY
Waukegan, Illinois
March 23, 1999
<PAGE>
[LOGO]
NORTHERN STATES FINANCIAL CORPORATION
1601 N. LEWIS AVENUE
WAUKEGAN, ILLINOIS 60085
TELEPHONE (847) 244-6000
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1999
------------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Northern States Financial Corporation, a Delaware
corporation (the "Company" or "Northern States"), of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on April 22, 1999. This
Proxy Statement and the accompanying proxy are being mailed to the stockholders
on or about March 23, 1999. Your proxy is being solicited by the Board of
Directors of the Company. The solicitation of proxies will be made by mail
except for any incidental solicitation on the part of directors and officers,
without additional remuneration, of the Company and of its affiliates by
personal interviews, by telephone, or by telegraph. The Company will bear the
cost of solicitation of proxies and it may reimburse brokers and others for
their expenses in forwarding solicitation material to beneficial owners of the
Company's stock.
Stockholders are urged to specify the way they wish to vote their shares by
marking the appropriate boxes on the enclosed proxy. Any proxy given by the
stockholder may be revoked at any time before it is exercised. A proxy may be
revoked by filing with the Secretary of the Company a written revocation or by
submitting a duly executed proxy bearing a later date. Any stockholder present
at the Annual Meeting may revoke his or her proxy and vote personally on each
matter brought before the Annual Meeting. The shares represented by the enclosed
proxy will be voted as specified by the stockholders. If no choice is specified,
the proxy will be voted FOR the proposals contained in this Proxy Statement.
Shares represented by proxies which are marked "abstain" as to any such matter
will be counted as votes cast, which will have the same effect as a negative
vote on such matter. Proxies relating to "street name" shares which are not
voted by brokers on one or more, but less than all, matters will be treated as
shares present for purposes of determining the presence of a quorum, will not be
treated as votes cast as to such matters not voted upon.
The 1998 Annual Report of the Company, including the consolidated financial
statements, is being sent to stockholders concurrently with this Proxy
Statement.
On March 18, 1999, the record date selected by the Board of Directors for
the determination of stockholders entitled to vote at the Annual Meeting, the
Company had 4,455,435 shares of Common Stock, $.40 par value, issued and
outstanding. For each matter to be voted upon at the Annual Meeting, each issued
and outstanding share is entitled to one vote.
The Company has one subsidiary: the Bank of Waukegan (the "Bank").
1
<PAGE>
DIRECTORS AND EXECUTIVE MANAGEMENT
The Board of Directors of the Company consists of twelve directors. All
current directors are standing for reelection. The following table sets forth
certain information regarding each nominee for the Board of Directors of the
Company. If elected, each director will serve until the next annual meeting or
until a successor is elected and qualified.
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION AND POSITIONS HELD
NAME AGE(1) SINCE WITH THE COMPANY DURING THE PAST FIVE YEARS.
- ------------------------------------ ----------- ----------- ---------------------------------------------------------
<S> <C> <C> <C>
Fred Abdula......................... 73 1984 Chairman of the Board and President of the Company. Owner
and President of Air Con Refrigeration and Heating, Inc.
a heating and air conditioning contracting firm. Director
of Statewide Holding Corporation, Inc., an insurance
company.
Kenneth W. Balza.................... 61 1988 Director, Retired as President, Bank of Waukegan in
January, 1999. Served as President from 1988 until
retirement.
Helen Rumsa......................... 74 1984 Director and Secretary of the Company. Secretary of
Bertrand Bowling Lanes, Inc., a bowling establishment in
Waukegan, Illinois.
Jack H. Blumberg.................... 67 1991 Director. Managing partner of Blumberg & Co., a real
estate company.
Frank Furlan........................ 69 1984 Director. Owner and President of Northern Illinois Survey
Co., a civil engineering consulting firm dealing with
land development and municipal engineering services.
Harry S. Gaples..................... 63 1987 Director. President of Kleinschmidt Inc. Kleinschmidt
provides car location message services to shippers and
value added network services for business documents
electronically exchanged.
Laurance A. Guthrie................. 59 1989 Director. Vice President and Secretary of Doyle
Distributing Co., Inc., the Miller beer products
distributor in Lake County, Illinois.
James A. Hollensteiner.............. 67 1991 Director. Owner and President, Hollensteiner &
Associates. Hollensteiner & Associates is a bank
marketing company, which primarily publishes and sells a
newsletter for bank customers. From 1990 to Feb., 1993,
Chairman of the Board and Chief Executive Officer of
First Federal.
Raymond M. Mota..................... 49 1996 Director. Owner and President of Mota Construction Co.,
Inc. a general building construction and contracting
firm. Chairman of the State of Illinois Capital
Development Board.
Frank Ryskiewicz.................... 72 1984 Director. Owner and Chairman of the Board of Bertrand
Bowling Lanes, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION AND POSITIONS HELD
NAME AGE(1) SINCE WITH THE COMPANY DURING THE PAST FIVE YEARS.
- ------------------------------------ ----------- ----------- ---------------------------------------------------------
<S> <C> <C> <C>
Henry G. Tewes...................... 67 1984 Director. Retired as Owner and President of the Tewes
Company in 1986. Tewes Company provides fuel oil,
excavating and hauling services to the construction
industry.
Arthur J. Wagner.................... 75 1984 Director. Retired as President and Chief Executive
Officer of Fansteel, Inc., a metallurgical manufacturing
company in 1988. He served on the Fansteel, Inc. Board of
Directors until December, 1989.
</TABLE>
- ------------------------
(1) At December 31, 1998
Directors are elected by a plurality of the votes cast. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election. It
is the intention of the persons named in the enclosed proxy, unless
authorization to do so is withheld, to vote the proxies received by them for the
election of the nominees named above. If, prior to the Annual Meeting, any
nominee should become unavailable for election, an event which is not
anticipated by the Board, the proxies will be voted for election of such
substitute nominee or nominees as the Board of Directors may propose.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY
During 1998 the Company's Board of Directors held twelve meetings and each
incumbent director, with the exception of Harry S. Gaples, attended 75% or more
of the aggregate board and committee meetings of the Company on which he or she
served.
The Company has an Audit Committee comprised of the following directors: Mr.
Furlan (Chairman), Mr. Gaples, Mr. Hollensteiner, Mr. Mota, and Mr. Wagner. The
Audit Committee met two times in 1998. The Audit Committee is to oversee the
work of the Company's internal audit staff and to arrange for and to oversee the
annual consolidated audit of the Company, and its subsidiary, the Bank of
Waukegan by independent accountants and to make a written report of such
consolidated audit to the full Board of Directors. Included in the Audit
Committee's responsibilities are to recommend to the Board the independent
accountants to be selected and to review the scope of the audit, the financial
statements, the independent accountants' letter of comments and management's
responses thereto and the fees charged for audits and special assignments.
The Company has a Compensation and Employee Benefits Committee comprised of
the whole Board of Directors. Mr. Furlan is Chairman of such committee. The
Compensation and Employee Benefits Committee met once in 1998. The principal
function of the Compensation and Employee Benefits Committee is to annually
review the compensation paid to employees of the Company and its subsidiary, to
establish guidelines for salary increases for such employees and to oversee and
administer the profit sharing plans and welfare benefit plans.
The Company has an Omnibus Incentive Plan Committee comprised of Mr. Furlan
(Chairman), Mr. Abdula, Mr. Gaples, Ms. Rumsa, and Mr. Wagner. Such committee
did not meet during 1998 as no awards were granted. The function of the
committee is to administer the 1992 Omnibus Incentive Plan and to provide
recommendations to the Board of Directors for the granting of awards. Members of
this committee are not eligible to receive awards under the Omnibus Incentive
Plan.
The Company has a formal nominating committee comprised of Mr. Tewes
(Chairman), Mr. Abdula, Ms. Rumsa, Mr. Ryskiewicz, and Mr. Wagner which met once
in 1998. The principal function of the nominating committee is to nominate
persons to the Board of Directors. The nominating committee will
3
<PAGE>
consider nominees to the Board of Directors recommended by the stockholders. Any
such nomination intended to be presented at the 2000 Annual Meeting must be
submitted in writing to the Chairman of the Board of the Company by November 23,
1999, and should be accompanied by a biography of the nominee.
All Directors serve on the Board of Directors of both the Company and the
Bank of Waukegan. Directors receive no compensation for serving on the Board of
Directors of the Company or for any committee meetings. Directors receive $600
for each meeting of the Bank of Waukegan's Board of Directors with the exception
of Ms. Rumsa who receives $1,000 for each meeting as compensation for
responsibilities for the minutes of each Board and committee meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information regarding certain relationships and related transactions,
please refer to the section entitled "Compensation Committee Interlocks and
Insider Participation" in this Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of March 18, 1999, by (i) each director
nominee, (ii) each executive officer, and (iii) all executive officers and
director nominees as a group. Beneficial ownership means the sole or shared
power to vote or dispose of such securities.
<TABLE>
<CAPTION>
NAME OF DIRECTOR NOMINEE NUMBER OF PERCENT
OR EXECUTIVE OFFICER SHARES(1) OWNERSHIP
- ------------------------------------------------------------------ ---------- -------------
<S> <C> <C>
Fred Abdula....................................................... 853,000 19.1%
Kenneth W. Balza.................................................. 25,820 .6%
Jack H. Blumberg.................................................. 10,010(2) .2%
Frank Furlan...................................................... 34,800 .8%
Harry S. Gaples................................................... 45,250 1.0%
Laurance A. Guthrie............................................... 109,125 2.4%
James A. Hollensteiner............................................ 47,500(3) 1.1%
Raymond M. Mota................................................... 39,675 .9%
Helen Rumsa....................................................... 68,500 1.5%
Frank Ryskiewicz.................................................. 91,960(4) 2.1%
Henry G. Tewes.................................................... 72,050 1.6%
Arthur J. Wagner.................................................. 37,500 .8%
---------- ---
All director nominees and executive office of the Company......... 1,435,190 32.1%
---------- ---
---------- ---
</TABLE>
- ------------------------
(1) Includes shares owned jointly with spouses and shares owned individually by
spouses.
(2) Includes 2,410 shares issuable pursuant to options granted under the 1992
Omnibus Incentive Plan and exercisable within 60 days of March 18, 1999.
(3) Includes 10,000 shares issuable pursuant to options granted under the 1992
Omnibus Incentive Plan and exercisable within 60 days of March 18, 1999.
(4) Includes 22,000 shares owned jointly with children.
4
<PAGE>
The following table lists persons who beneficially own 5% or more of the
Common Stock as of March 18, 1998. Except for Mr. Abdula, whose interest is set
forth above, to the Company's knowledge there are no persons, other than those
listed, who beneficially own 5% or more of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OWNERSHIP
- ------------------------------------------------------------------------------------------ ----------- ---------------
<S> <C> <C>
Theodore Bertrand......................................................................... 341,000 7.7%
38875 Blue Spruce Ct.
Wadsworth, IL 60083
Thomas Bertrand........................................................................... 347,500 7.8%
17585 Bridle Trail Rd.
Gurnee, IL 60031
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Such officers, directors and ten percent stockholders are also
required by the SEC rules to furnish the Company with copies of such forms that
they file pursuant to Section 16(a). Based solely on its review of the copies of
such forms received by the Company, or on written representations from certain
reporting persons that no other reports were required for such persons, the
Company believes that, during fiscal 1998, all Section 16(a) filing requirements
applicable to its officers, directors and ten percent stockholders were complied
with.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company and its
subsidiaries for services rendered in all capacities including amounts paid in
connection with committees or special assignments as well as directors' fees and
officers' bonuses for each of the years ended December 31, 1998, 1997 and 1996
to each of its executive officers whose total cash compensation during the year
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------
OTHER ANNUAL ALL OTHER
COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) (2)
- ---------------------------------------- ---- -------- ------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Fred Abdula............................. 1998 $153,000 $45,500 $ 7,200 $ 10,765
Chairman of the Board 1997 145,500 45,500 7,200 10,756
1996 145,000 45,500 7,200 10,296
Kenneth W. Balza........................ 1998 $111,000 $20,299 $ 11,904 $ 8,601
Vice President and Treasurer 1997 107,000 19,630 8,738 8,600
1996 104,000 19,093 8,765 8,555
</TABLE>
- ------------------------
(1) Consists of the value of personal use of Company automobiles, director fees
and imputed value of Company provided insurance.
(2) Consists of the Company's contribution to its Profit Sharing Plan.
5
<PAGE>
REPORT OF THE COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation and Employee Benefits Committee of the Board of Directors
established the general compensation policies of the Company and establishes the
compensation plans and specific compensation levels for executive officers. This
Committee's report documents the components of the Company's executive officer
compensation programs and describes the basis on which 1998 compensation
determinations were made by the Committee with respect to the officers of the
Company, including the executive officers that are named in the compensation
tables.
The Compensation and Employee Benefits Committee is comprised of the entire
Board of Directors. The Chairman is Mr. Furlan who is an independent,
non-employee director who has no interlocking relationship as defined by the
SEC. Mr. Abdula and Mr. Balza are not present and do not vote or participate
when discussion of their respective compensation plans are presented.
The Committee considers all elements of compensation when determining
individual components of pay. The Committee relies in part on recommendations
from the Chairman and President of the Company, regarding compensation levels
for executive officers excluding himself.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION
PROGRAMS
It is the philosophy of the Company to ensure that executive compensation be
directly linked to continuous improvement in corporate financial performance and
increases in stockholder value. The following objectives serve as the guiding
principles for all compensation decisions:
1. Provide a competitive total compensation package that is externally
competitive, internally equitable and that enables the Company to
attract, develop, reward and retain highly qualified and productive
individuals.
2. Support a compensation program that supplements overall Company
compensation amounts based on Company-wide results, team oriented
results, and individual performance.
3. Provide motivation for the executive to enhance stockholder value.
The Compensation and Employee Benefits Committee believes that the Company's
current executive compensation program has been designed and is administered in
a manner consistent with these objectives.
The Company's compensation opportunities are structured to encourage
initiative, achievement and teamwork. The annual compensation mix provides for
competitive base salaries as well as the ability to receive additional cash
components for performance as measured by specific goals.
The Committee is committed to a strong, positive link between business,
performance, and strategic goals, and compensation and benefit programs.
COMPENSATION PROGRAM COMPONENTS
The Compensation and Employee Benefits Committee regularly reviews the
Company's compensation program to ensure that pay levels and incentive
opportunities are competitive and reflect the performance of the Company. This
entails an evaluation of both the total compensation levels and the individual
components, as weighted relative to one another, of the compensation program for
executive officers including base salary and annual incentives. In determining
competitive levels, the Committee obtains and utilizes information such as
compensation surveys and comparative analyses of compensation data in other
proxy statements, outside compensation consultants and other sources. The
Company's incentive plans are designed to link directly to financial performance
measures; therefore, the actual value of an executive's compensation package
will vary based on the performance of the Company.
6
<PAGE>
Following is a description of the elements of Northern States' executive
compensation and how each relates to the objective and policy outline above:
BASE SALARY
The Compensation and Employee Benefits Committee reviews each executive
officer's salary annually. In determining appropriate salary levels, the
Committee considers level and scope of responsibility, experience, a subjective
evaluation of overall Company performance, individual performance, return on
equity, as well as pay practices of other banking companies relating to
executives of similar responsibility. No specific weightings are assigned to
these criteria.
Actual salaries are based on individual performance contributions relative
to competitive salary range, for each position, that the Committee considers to
be reasonable and necessary. Other factors, including background, experience and
scope of accountability, can influence the determination of the appropriate
salary level for an executive officer. The Committee approves all salary changes
for the Company's officers, and bases individual salary changes on a combination
of factors such as the performance, salary level relative to the competitive
market, the salary budget for the Company and recommendation of the Company's
Chairman of the Board and President.
By design, the Compensation and Employee Benefits Committee strives to pay
executive salaries in line with competitive market levels. In defining the
competitive market, the Committee includes companies in the financial
institutions industry with an average size and location comparable to the
Company.
ANNUAL INCENTIVES
The Compensation and Employee Benefits Committee believes maximum
performance can be encouraged through the use of an appropriate bonus program.
Each year an Officer Bonus Plan is considered prior to the beginning of the
new fiscal year and, if recommended by the Committee, is submitted to the Board
of Directors for adoption, along with a recommendation of those employees
eligible for participation. The Committee administers the bonus program with
respect to all participants.
The Company's officers are eligible to participate in an annual bonus
program based primarily on the attainment of certain return on equity goals. The
objective of this program is to deliver competitive levels of compensation for
the attainment of financial objectives and operating results that the Committee
believes are primary determinants of share price over time. In particular, the
program aims to focus corporate behavior on consistent and steady earnings
growth as measured by return on assets, return on equity and basic earnings per
share.
The bonus program is designed to encourage initiative and creativity in the
achievement of annual corporate and personal goals and to foster effective
teamwork. It also enables the Company, without inflating base salaries, to
retain highly skilled managers and competitively reward them with performance
measured cash compensation.
All participants, except for Mr. Abdula, are assigned weightings for various
performance elements consisting of at least one or more operational and/or
personal goals which can vary from year to year and are unique to each
individual participant, and for teamwork effectiveness. Weights for these
elements are based on an individual's accountability and impact on overall
operations. The program adopted for 1998 had various incentive levels based on
the participant's accountability and impact on Company operations, with target
award opportunities ranging from 3% to 15% of base salary.
In rating the performance and in determining the amount of annual incentive
payments for Mr. Abdula, the Committee considers the overall effectiveness of
Mr. Abdula in guiding the affairs of the Company as evaluated by corporate
performance for the year and by progress toward long-range objectives and
strategies.
7
<PAGE>
RATIONALE FOR CHIEF EXECUTIVE OFFICER'S COMPENSATION
Mr. Abdula became Chairman of the Board of the Bank of Waukegan in June,
1982. When the Northern States Financial Corporation was formed in 1984 for
becoming the parent bank holding company of the Bank of Waukegan, Mr. Abdula
became Chairman and President of Northern States. His compensation package has
been designed to encourage short and long-term Company performance in line with
the interests of the stockholders. A portion of his compensation is at risk, in
the form of the annual incentive bonus.
Annually, the Compensation and Employee Benefits Committee receives an
analysis on all aspects of the President's remuneration and the relationship of
the President's compensation to comparative survey data. During its review, the
Committee primarily considers the Company's overall performance (earnings
growth, asset growth and total stockholder return), adherence to the Company's
strategic plan and the development of sound management practices. No weighting
is assigned to these factors; they are considered to have the same relative
importance. Therefore, although there is necessarily some subjectivity in
setting the President's salary, major elements of the compensation package are
directly tied to Company performance. Additionally, in its review of management
performance and compensation, the Committee has also taken into account the
President's consistent commitment to the long-term success of the Company.
In accordance with the Committee's established procedure and policies noted
above, the Committee considered a base salary increase for the President at its
meeting of December 12, 1998. The President, however, requested that the
Committee consider his viewpoint to limit any proposed increase in his base
salary. The Committee acknowledged the President's point of view and limited the
increase in salary to $7,500 even though his performance warranted a greater
increase. Therefore, Mr. Abdula's base salary increased to $153,000 for 1998,
and approximates the mid-point of the competitive market.
In consideration of the annual bonus incentive, the President's program is
based primarily on improved financial performance and return to stockholders.
For 1998, the Committee's decisions took into consideration that financial
performance, as measured by basic earnings per share, was above that achieved
for fiscal 1997 and that the Company would achieve the goals established for
1998. The President however, requested that the Committee consider his viewpoint
to limit any proposed increase to his annual bonus incentive. The Committee
acknowledged the President's point of view and kept his annual bonus at the same
level as it had been in 1997 and 1996, although his performance warranted an
increase.
The annual incentive bonus paid to Mr. Abdula for fiscal 1998, determined as
explained above, was $45,500, the same as in 1997 and 1996, which was
approximately 29.7% of his base 1998 salary. Mr. Abdula's total direct
compensation (base salary plus bonus) approximated the mid-point of the
competitive market for 1998.
CONCLUSION
After its review of all existing components, the Compensation and Employee
Benefits Committee concluded that the total compensation program for executives
of the Company is competitive with the compensation programs provided by other
corporations with which the Company compares.
The Board of Directors' Compensation and Employee Benefits Committee Report
on Executive Compensation shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 and the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporated this information
by reference, and shall not otherwise be deemed filed under such Acts.
The foregoing report has been furnished by Messrs. Abdula, Balza, Blumberg,
Furlan, Gaples, Guthrie, Hollensteiner, Mota, Ryskiewicz, Tewes, Wagner and Ms.
Rumsa.
8
<PAGE>
COMPENSATION AND COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Mr. Abdula, Chairman of the Board and President of the Company, and Mr.
Balza, Vice President and Treasurer of the Company during 1998, served on the
Compensation and Employee Benefits Committee of Northern States Financial
Corporation for the past fiscal year.
Although Mr. Abdula and Mr. Balza served on the Compensation and Employee
Benefits Committee, they did not participate in any discussion or decisions
regarding their own compensation as an executive officer.
The directors and executive officers of the Company and their associates
are, as they have been in the past, customers of, and have had transactions
with, the subsidiaries of the Company, and additional transactions may be
expected to take place in the future between such persons and subsidiaries. All
outstanding loans from the Company's subsidiary bank to such persons and their
associates were made in the ordinary course of business of the subsidiary bank
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 normal risk of collectibility or present other
unfavorable features. Any future transactions, including loans, between the
Company (including its subsidiaries) and its officers, directors and affiliates
will be approved by a majority of disinterested directors and will be on terms
no less favorable to the Company than could be obtained from unaffiliated
parties.
At December 31, 1998, loans to executive officers and directors of the
Company totaled $20,000 or .03% of stockholders' equity.
COMPANY PERFORMANCE
The following line graph shows a comparison of the cumulative returns for
the Company, the NASDAQ Market Value Index and an index of peer corporations
selected by the Company, for the past five years since December 31, 1993.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NORTHERN
<S> <C> <C> <C>
STATES NASDAQ
FINANCIAL PEER GROUP MARKET
CORP. INDEX INDEX
1993 $100.00 $100.00 $100.00
1994 $121.71 $94.98 $104.99
1995 $135.18 $122.78 $136.18
1996 $162.03 $157.68 $169.23
1997 $229.74 $219.23 $207.00
1998 $249.41 $194.99 $291.96
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
Northern States $ 100.00 $ 121.71 $ 135.18 $ 162.03 $ 229.74 $ 249.41
Peer Group 100.00 94.98 122.78 157.68 219.23 194.99
NASDAQ Index 100.00 104.99 136.18 169.23 207.00 291.96
</TABLE>
9
<PAGE>
The total cumulative return on investment (change in the year-end stock
price plus reinvested dividends) for each of the periods for the Company, the
NASDAQ Market Value Index and the peer group is based on the stock price or
composite index on December 31, 1993.
The above graph compares the performance of the Company with that of the
NASDAQ Market Value Index, and a group of peer corporations with the investment
weighted on market capitalization. Corporations in the peer group are northern
Illinois multibank financial institutions as follows: Amcore Financial Inc.,
Corus Bankshares, Inc., First Midwest Bancorp, Inc., First Oak Brook Bankshares,
Pinnacle Bancorp, Inc., and Princeton National Bankcorp, Inc.
Heritage Financial Services was included in last year's peer group and was
acquired by another financial institution during the year and, therefore, are no
longer included in the peer group.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Crowe, Chizek and Company LLP as
independent auditors for the Company for the year ending December 31, 1999. The
Board recommends ratification of this action.
Representatives of Crowe, Chizek and Company LLP are expected to be present
at the meeting and will be given the opportunity to make a statement if they
desire to do so. It is also expected that they will be available to respond to
appropriate questions from stockholders at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE SELECTION OF CROWE,
CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the Company's 2000 Annual
Meeting of Stockholders and desires that the proposal be included in the
Company's Proxy Statement and form of proxy for that meeting, the proposal must
be in compliance with Rule 14a-8 under the Exchange Act and received at the
Company's principal executive offices not later than November 23, 1999. As to
any proposal that a stockholder intends to present to stockholders without
inclusion in the Company's Proxy Statement for the Company's 2000 Annual Meeting
of Stockholders, the proxies named in management's proxy for that meeting will
be entitled to exercise their discretionary authority on that proposal unless
the Company receives notice of the matter to be proposed not later than February
4, 2000. Even if proper notice is received on or prior to February 4, 2000, the
proxies named in management's proxy for that meeting may nevertheless exercise
their discretionary authority with respect to such matter by advising
stockholders of such proposal and how they intend to exercise their discretion
to vote on such matter, unless the stockholder making the proposal solicits
proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2)
under the Exchange Act. Such proposals should be addressed to Helen Rumsa,
Secretary, Northern States Financial Corporation, 1601 N. Lewis Avenue,
Waukegan, IL 60085.
OTHER BUSINESS
At this date, management knows of no business to be presented at the meeting
which has not been described above. If, however, some other matter should be
presented, it is intended that the enclosed proxy will be voted in accordance
with the judgment of the person or persons voting the proxy.
10
<PAGE>
A COPY OF COMPANY'S ANNUAL REPORT ON THE FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1998 AS FILED WITH THE SEC WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO THOMAS M. NEMETH, VICE PRESIDENT
& TREASURER, NORTHERN STATES FINANCIAL CORPORATION, 1601 N. LEWIS AVENUE,
WAUKEGAN, IL 60085.
By Order of the Board of Directors
/s/ Helen Rumsa
------------------
Helen Rumsa
SECRETARY
Waukegan, Illinois
March 23, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS.
ALTHOUGH YOU MAY PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOU EXECUTE,
DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU
MAY REVOKE YOUR PROXY EITHER IN WRITING OR IN PERSON AT THE ANNUAL MEETING PRIOR
TO ITS BEING VOTED.
11
<PAGE>
NORTHERN STATES FINANCIAL CORPORATION
Annual Meeting of Stockholders, April 22, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Northern States Financial Corporation
hereby appoints Fred Abdula and Henry G. Tewes as Proxies, each with the
power to appoint a substitute and hereby authorizes them to vote all such
shares of such Company as to which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of such Company and at all adjournments
thereof, to be held at the Bank of Waukegan, 1801 N. Lewis Avenue, Waukegan,
Illinois on Thursday, April 22, 1999, at the hour of 4:30 P.M., (Local Time),
in accordance with the following instructions.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTORS, FOR THE PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION AND FOR
RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS AND,
WITH DISCRETIONARY AUTHORITY, AS TO ANY AND ALL OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
NORTHERN STATES FINANCIAL CORPORATION 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1-Fred Abdula 2-James A. Hollensteiner
3-Raymond M. Mota 4-Kenneth W. Balza 5-Frank Furlan / / FOR all nominees / / WITHHOLD AUTHORITY
6-Henry G. Tewes 7-Helen Rumsa 8-Harry S. Gaples listed to the to vote for all
9-Frank Ryskiewicz 10-Arthur J. Wagner left (except as nominees listed
11-Jack H. Blumberg 12-Laurence A. Guthrie specified below). to the left.
_____________________________________________
(Instructions: To withhold authority to vote for any any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.) _____________________________________________
2. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors for the Company for the year ending December 31, 1999. / / FOR / / AGAINST / / ABSTAIN
Check appropriate box Date ___________________ NO. OF SHARES
Indicate changes below: _____________________________________________
Address Change? / / Name Change? / /
_____________________________________________
SIGNATURE(S) IN BOX
Signature of stockholder should correspond
exactly with the name printed hereon. Joint
owners should each sign personally.
Executors, administrators, trustees, etc.,
should give full title and authority
</TABLE>
