<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 Section 240.14a-11(c) or Section
240.14a-12
West Suburban Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $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:
------------------------------------------------------------------------
<PAGE>
WEST
SUBURBAN
BANCORP,
INC.
1995
NOTICE OF 1995
ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
WEST SUBURBAN BANCORP, INC.
711 SOUTH MEYERS ROAD
LOMBARD, ILLINOIS 60148
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1995
To the Shareholders of West Suburban Bancorp, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of West Suburban
Bancorp, Inc., an Illinois corporation (the "Company"), will be held on
Wednesday, May 10, 1995, at 8:00 A.M. local time, at the Company's headquarters
located at 711 South Meyers Road, Lombard, Illinois 60148, for the purpose of
considering and acting upon:
1. the election of five directors of the Company;
2. the ratification of the engagement of Deloitte & Touche LLP as the
independent auditors of the Company for the fiscal year ending
December 31, 1995; and
3. such other business as may properly come before the meeting or any
adjournment or adjournments thereof.
The Board of Directors has set the close of business on March 15, 1995, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting. The transfer books of the Company will not be
closed.
By Order of the Board of Directors,
April 7, 1995
Lombard, Illinois
Kevin J. Acker
Chairman of the Board
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.
<PAGE>
WEST SUBURBAN BANCORP, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of West Suburban Bancorp, Inc. (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to be held
on Wednesday, May 10, 1995, at 8:00 A.M. local time, at the Company's
headquarters located at 711 South Meyers Road, Lombard, Illinois 60148, and at
any adjournment or adjournments thereof.
The Board of Directors of the Company would like to have all shareholders
represented at this year's Annual Meeting. Whether or not you plan to attend
the Annual Meeting, you are urged to complete, date and sign your proxy, then
return it to the Company in the accompanying envelope. No postage need be
affixed if mailed in the United States. 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. Unless revoked prior
to its exercise, any proxy given pursuant to this solicitation will be voted at
the Annual Meeting.
The Notice of Annual Meeting of Shareholders, this Proxy Statement and the
enclosed form of proxy will first be mailed to the shareholders of the Company
on or about April 7, 1995. Your proxy is solicited by the Board of Directors
and the cost of the solicitation, including the charges and expenses of
brokerage firms and others for forwarding solicitation material to beneficial
owners of common stock of the Company, will be paid by the Company.
Additionally, proxies may be solicited by personal interview, telephone or
telegram by the officers, employees or directors of the Company or its
subsidiaries, none of whom will receive any compensation for such solicitation
in addition to his or her regular compensation.
The Company is a multi-bank holding company registered under the Bank Holding
Company Act of 1956 and a thrift holding company registered under the Home
Owner's Loan Act. The Company's subsidiaries include: West Suburban Bank,
Lombard, Illinois ("WSB"); West Suburban Bank of Downers Grove/Lombard, Downers
Grove, Illinois ("WSB Downers Grove"); West Suburban Bank of Darien, Darien,
Illinois ("WSB Darien"); West Suburban Bank of Carol Stream/Stratford Square,
Bloomingdale, Illinois ("WSB Carol Stream"); and West Suburban Bank of Aurora,
F.S.B., Aurora, Illinois ("WSB Aurora"). WSB, WSB Downers Grove, WSB Darien and
WSB Carol Stream may be referred to collectively in this Proxy Statement as the
"Bank Subsidiaries" and, individually, as a "Bank Subsidiary." The Bank
Subsidiaries and WSB Aurora may be referred to collectively in this Proxy
Statement as the "Subsidiaries."
As of March 15, 1995, the Company had two classes of outstanding voting
securities entitled to vote at the Annual Meeting. As of that date, there were
outstanding 347,015 shares of Class A Common Stock, no par value (the "Company
Class A Stock"), and 85,480 shares of Class B Common Stock, no par value (the
"Company Class B Stock"). The Company Class A Stock and the Company Class B
Stock are sometimes hereafter collectively referred to as the "Company Common
Stock." Each share of Company Common Stock is entitled to five votes and the
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"), do not provide for cumulative voting.
A majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum for the transaction of business at the Annual Meeting.
Abstentions are considered present at the Annual Meeting and counted in
determining whether a quorum is present. Shares represented by broker non-votes
are not considered present at the Annual Meeting and are not counted in
determining whether a quorum is present. With respect to all matters,
abstentions and broker non-votes will be counted as no votes in determining the
number of shares voted for or against any proposal.
An Annual Report for the fiscal year ending December 31, 1994, containing
financial and other information pertaining to the Company, is included herewith.
The consolidated financial statements of the Company and the Subsidiaries, which
are contained in the Annual Report, are incorporated herein by reference. The
mailing address of the Company's principal executive offices is 711 South Meyers
Road, Lombard, Illinois 60148.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders on May 10, 1995, five directors are to be
elected to serve on the Company's Board of Directors until the next annual
meeting of shareholders or until their successors are elected and qualified. It
is the intention of the persons named as proxies on the enclosed form of proxy
to vote such proxy, unless indicated otherwise by the shareholder, in favor of
the election of the nominees named below. Other than David S. Bell, all of the
nominees are incumbent directors.
If for any reason any of the nominees shall become unavailable for election, the
proxy will be voted for nominees selected by the Board of Directors. At this
time, the Board of Directors knows of no reason why any nominee would not be
available for election. The vote of a majority of the shares of Company Common
Stock represented in person or by proxy at the Annual Meeting will be required
to elect the nominees named below to the Company's Board of Directors.
THE NOMINEES
As of March 15, 1995, information concerning the nominees for election to the
Company's Board of Directors is set forth below:
<TABLE>
<CAPTION>
Positions Held with
the Company Director Years with
Name Age (unless otherwise specified) Since Company
- ---- --- ---------------------------- -------- ----------
<S> <C> <C> <C> <C>
Kevin J. Acker 45 Chairman of the Board, Vice
President and Director 1986 9
John A. Clark 46 President, Chief Executive
Officer and Director 1986 9
Charles P. Howard 42 Director 1994 1
Peggy LoCicero 39 Director of WSB and Director 1994 1
David S. Bell 42 Director of WSB --- ---
</TABLE>
The business experience of each of the above-mentioned nominees for the past
five or more years, and certain other biographical information, is set forth
below:
KEVIN J. ACKER. Mr. Acker became Chairman of the Board during 1993 and has been
a Vice President and director of the Company since it was incorporated in 1986.
From 1975 to 1982 he served as Executive Vice President of WSB Carol Stream and
has been President of that bank since 1982 and director since 1979. He received
his M.B.A. from Indiana University in 1973. Ralph L. Acker is the father of
Kevin J. Acker, Craig R. Acker, Chief Operating Officer and Vice President of
the Company, Keith W. Acker, Chairman of the Board and President of WSB, and
Alana S. Acker, Chairman of the Board and President of WSB Darien.
JOHN A. CLARK. Mr. Clark is President and Chief Executive Officer of the
Company, and has been a director and officer of the Company since it was
incorporated in 1986. Mr. Clark was the Chairman of the Board until May 1993.
From 1980 to the present, Mr. Clark has also been the Executive Vice President
of WSB and a director of that bank since 1983. From 1980 to the present, Mr.
Clark has also been a Vice President of WSB Downers Grove, WSB Darien and WSB
Carol Stream. From July 1990 to January 1992 Mr. Clark was the President and
Chairman of the Board of WSB Aurora. Since January 1992 Mr. Clark has been the
Executive Vice President and Chairman of the Board of WSB Aurora. Mr. Clark
received a B.S. degree from the University of Wisconsin at Stevens Point,
Wisconsin.
CHARLES P. HOWARD. Mr. Howard has served as director of WSB Downers Grove from
1984 to 1990. Since 1971 he has served as Vice President of Howard Concrete
Company, Inc. except from 1990 to 1993 while he served as a board member and
General Manager of Christian Books Melanesia, Inc. of Papua New Guinea, a
publishing concern serving the South Pacific region. He received a B.A. from
Trinity College in 1990. He is the brother of Eileen Abbamonte and Brian
Howard, directors of WSB Downers Grove and WSB Carol Stream, respectively.
2
<PAGE>
PEGGY LOCICERO. Ms. LoCicero has served as Cashier of WSB from 1985 to 1987 and
has served as director of that bank since that time. From 1981 to 1987 she
served as director of WSB Carol Stream. She received a B.A. degree from
Elmhurst College in 1977. She is the sister of Randall and Thomas Patterson,
directors of WSB Downers Grove and WSB Darien, respectively.
DAVID S. BELL. Mr. Bell has served as director of WSB since 1990. He was a
director of WSB Carol Stream from 1982 to 1990. From 1974 to present, he has
maintained and operated a public accounting practice. Mr. Bell is a partner in
Lexington Square Senior and Health Care Centers. He received a B.S. and M.B.A.
degree from Northern Illinois University in DeKalb, Illinois and a M.S. degree
from DePaul University in Chicago. Mr. Bell is the son of James Bell, a
director emeritus of WSB, and the brother of Jeffrey Bell, a director of WSB
Downers Grove.
The Company's Board of Directors held four meetings during 1994. All incumbent
directors attended each meeting of the Company's Board of Directors during 1994.
The Compensation Committee determines the compensation of the executive officers
of the Company. Other than the Compensation Committee, the Company's Board of
Directors does not maintain any standing committees.
The Company does not compensate its directors. However, during 1994, Mr. Acker
received $6,000, Mr. Clark received $9,000 and Ms. LoCicero received $6,000 for
serving as directors of certain of the Subsidiaries.
_____________________________
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR
SHARES FOR THE ELECTION OF THE NOMINEES
_____________________________
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
On October 21, 1993, the Company replaced Bansley and Kiener LLP, who were the
Company's auditors for the fiscal year ended December 31, 1992, with Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
December 31, 1993. The decision to engage new auditors was recommended by the
Company's management and approved by the Company's Board of Directors following
the receipt of various proposals for auditing services. The reports of Bansley
and Kiener LLP on the Company's consolidated financial statements for the year
ended December 31, 1992 did not contain an adverse opinion or a disclaimer of
opinion, and the report was not qualified or modified as to uncertainty, audit
scope or accounting principles.
In connection with the audits of the Company's financial statements for the
fiscal year ended December 31, 1992, and in the subsequent interim period, there
were no unresolved issues, scope restrictions, unanswered questions or
disagreements with Bansley and Kiener LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Bansley and Kiener LLP, would have
caused Bansley and Kiener LLP to make reference to the matter in their report,
and Bansley and Kiener LLP did not advise the Company that any of the events
described in Item 304(a)(1)(v) of Regulation S-K had occurred.
During the Company's fiscal year ended December 31, 1992 and the subsequent
period prior to engaging Deloitte & Touche LLP, the Company (or anyone on the
Company's behalf) did not consult Deloitte & Touche LLP regarding (I) either the
application of accounting principles to a specified transaction (either
completed or proposed) or the type of audit opinion that might be rendered on
the Company's financial statements and as such no written report was provided to
the Company and no oral advice was provided that the new accountant concluded
was an important factor considered by the Company in reaching a decision as to
any accounting, auditing or financial reporting issue, or (ii) any matter that
was either the subject of disagreement or a reportable event.
3
<PAGE>
The Board of Directors has engaged Deloitte & Touche LLP to audit the financial
statements of the Company and its subsidiaries for the year ended December 31,
1995, subject to the ratification of the engagement by the Company's
shareholders. A representative of Deloitte & Touche LLP is expected to attend
the Meeting and to be available to respond to appropriate questions. The
representative will also have an opportunity to make a statement if he or she so
desires. If the appointment of the new auditors is not ratified, the matter of
the appointment of auditors will be considered by the Board of Directors.
_____________________________
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR
SHARES FOR THE RATIFICATION OF THE ENGAGEMENT OF DELOITTE & TOUCHE LLP
_____________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 15, 1995, to the knowledge of the Company's Board of Directors, the
following persons were beneficial owners of more than five percent (5%) of
either class of the Company Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership (1) Percentage of Class
- ----------------- ------------------------------- ------------------------ -------------------
<S> <C> <C> <C>
Common Stock James Bell 19,338 - Class A 5.57% - Class A
c/o West Suburban Bancorp, Inc. 1,024 - Class B 1.20% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Keith W. Acker(2) 21,455 - Class A 6.18% - Class A
c/o West Suburban Bancorp, Inc. 2,464 - Class B 2.88% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Craig R. Acker(2) 18,836 - Class A 5.43% - Class A
c/o West Suburban Bancorp, Inc. 2,494 - Class B 2.92% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Kevin J. Acker(2) 17,640 - Class A 5.08% - Class A
c/o West Suburban Bancorp, Inc. 2,174 - Class B 2.54% - Class B
711 South Meyers Road
Lombard, Illinois 60148
______________________________________
<FN>
(1) Includes shares held directly or held by certain members of the named individuals' families over which shares the named
individuals may be deemed to have shared voting and investment power. Inclusion of shares shall not constitute an admission of
beneficial ownership or voting and investment power over included shares.
(2) A member of the Acker family. The Acker family consists of Ralph L. Acker, Keith W. Acker, Kevin J. Acker, Craig R. Acker and
Alana S. Acker and their related interests, and owns, in aggregate, 76,405 shares of Company Class A Stock and 9,103 shares of
Company Class B Stock.
</TABLE>
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 15, 1995, with respect
to the shares of the Company Common Stock beneficially owned by: (i) each
executive officer listed in the Summary Compensation Table; (ii) each nominee
for election as a director; (iii) all officers and directors of the Company as a
group; and (iv) all directors and officers of the Company and the Subsidiaries
as a group.
<TABLE>
<CAPTION>
Name and Positions With Company Amount and Nature of
(unless otherwise specified) Beneficial Ownership (1) Percentage of Class
- ----------------------------------------------------- --------------------------- --------------------
<S> <C> <C>
Kevin J. Acker 17,640 - Class A 5.08% - Class A
Chairman of the Board, Vice President and Director 2,174 - Class B 2.54% - Class B
John A. Clark 4,706 - Class A 1.36% - Class B
President, Chief Executive Officer and Director 2,458 - Class B 2.88% - Class B
Peggy LoCicero 6,035 - Class A 1.74% - Class A
Director of the Company 638 - Class B 0.75% - Class B
Charles P. Howard 9,612 - Class A 2.77% - Class A
Director of the Company 1,363 - Class B 1.59% - Class B
David S. Bell 418 - Class A 0.12% - Class A
Director Nominee 334 - Class B 0.39% - Class B
Craig R. Acker 18,836 - Class A 5.43% - Class A
Chief Operating Officer and Vice President 2,494 - Class B 2.92% - Class B
Duane G. Debs 257 - Class A 0.07% - Class A
Chief Financial Officer, Vice President, Secretary and 116 - Class B 0.14% - Class B
Treasurer
Keith W. Acker 21,455 - Class A 6.18% - Class A
Chairman and President of WSB 2,464 - Class B 2.88% - Class B
Michael P. Brosnahan 376 - Class A 0.11% - Class A
Senior Vice President of WSB 394 - Class B 0.46% - Class B
All directors and executive officers of the Company as 79,335 - Class A 22.86% - Class A
a group (9 persons) 12,435 - Class B 14.55% - Class B
All directors and executive officers of the Company 113,575 - Class A 32.73% - Class A
and the Subsidiaries as a group (29 persons) 25,230 - Class B 29.52% - Class B
______________________________________
<FN>
(1) Includes stock beneficially owned through the West Suburban Bank Employee
Stock Ownership Plan and Trust (the "Plan"). The information contained in
this column is based upon information furnished to the Company by the
individuals named above and the members of the designated group and
includes shares held directly and in a fiduciary capacity, and held by
certain members of the named individuals' families over which shares of the
named individuals may be deemed to have shared voting and investment power.
Inclusion of shares shall not constitute an admission of beneficial
ownership or voting and investment power over included shares.
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
executive officers and directors and persons who own more than 10% of the
Company Common Stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission and with the exchange on which the Company's
shares of Company Common Stock are traded, if any. Such persons are also
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on the Company's review of the copies of such forms
furnished to the Company and, if appropriate, representations made to the
Company by any such reporting person concerning
5
<PAGE>
whether a Form 5 was required to be filed for the 1994 fiscal 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, 1994 through December 31, 1994, except
that Mr. Kevin Acker failed to file his Form 4 reporting two February, 1994
transactions on a timely basis and Ms. LoCicero and Mr. Howard each failed to
file his or her Form 3 on a timely basis.
EXECUTIVE COMPENSATION
Presented below is a Summary Compensation Table that sets forth the remuneration
of the Company's Chief Executive Officer and the four most highly compensated
executive officers of the Company (and its Subsidiaries) whose salary and bonus
exceeded $100,000 during the fiscal year ended December 31, 1994:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ----------------------------------
Principal All Other
Position Year Salary(1) Bonus Compensation(2)
- ----------------------------------- ------ ----------- --------- -----------------
<S> <C> <C> <C> <C>
John A. Clark 1994 $213,568 $25,000 $22,500
Chief Executive Officer, President 1993 $213,741 $37,500 $30,000
and Director 1992 $208,456 $37,500 $30,000
Kevin J. Acker 1994 $212,876 $25,000 $22,500
Chairman of the Board, Vice 1993 $208,690 $25,000 $30,000
President and Director 1992 $210,885 $25,000 $30,000
Craig R. Acker 1994 $212,876 $25,000 $22,500
Chief Operating Officer 1993 $207,274 $25,000 $30,000
1992 $210,829 $25,000 $30,000
Keith W. Acker 1994 $212,876 $25,000 $22,500
Chairman of the Board and 1993 $215,525 $25,000 $30,000
President of WSB 1992 $214,790 $25,000 $30,000
Michael P. Brosnahan 1994 $149,417 $15,000 $22,500
Senior Vice President of WSB 1993 $145,885 $15,000 $23,383
1992 $144,535 $15,000 $23,180
- -----------------------------------------
<FN>
(1) Includes amounts deferred pursuant to certain Deferred Compensation
Agreements (as defined herein) between certain of the Subsidiaries and the
named executive officers.
(2) Represents contributions by the Company and the Subsidiaries to the Plan.
</TABLE>
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
As members of the Board of Directors, it is our duty to review compensation
levels of members of management, evaluate the performance of management,
consider management succession and related matters. In addition, we administer
the Company's various incentive plans, including its annual bonus plan. The
Board of Directors reviews in detail all aspects of compensation of its
executive officers.
Since 1989, the Company has entered into employment contracts with its executive
officers. The employment contracts establish a base salary, as well as a
minimum annual percentage salary increase intended to adjust the executive
officer's salary for inflation, increases in the cost of living, length of
service and similar factors.
6
<PAGE>
Originally, the minimum annual percentage salary increase represented 10% of the
executive officer's then base salary. However, the Company's executive
officers, including the Company's Chief Executive Officer, agreed to amend their
employment contracts to reduce the minimum annual percentage salary increase to
5% of base salary to take into account the reductions in the annual rates of
inflation and the cost of living that have occurred in recent years. The
Company's employment contracts with its executive officers also provide for the
payment of a bonus in a minimum amount. In accordance with the terms of his
employment contract, Mr. Clark's compensation increased approximately $9,000
during 1994.
The compensation philosophy of the Company is that compensation increases in
excess of the minimums required by the terms of employment contracts must relate
to, and be contingent upon, the performance of the Company and should be based
upon individual performance, the performance of the operating unit for which the
executive officer has primary responsibility, the financial performance of the
Company as a whole and the Company's strategic objectives.
While compensation is presently linked to performance based upon an existing set
of guidelines, the Compensation Committee intends to evaluate current
compensation practices to determine whether further refinements to these
guidelines are appropriate.
The Compensation Committee does not believe that the limitations on the
deductibility of executive compensation imposed under Section 162(m) of the
Internal Revenue Code of 1986, as amended, will affect the deductibility of
compensation expected to be paid during 1995 to the Company's executives.
However, the Committee will continue to evaluate the impact which Section 162(m)
may have on the Company and take such actions as it deems appropriate.
Submitted by the Board of the Directors of the Company
John A. Clark
Kevin J. Acker
James Bell
Charles P. Howard
Peggy LoCicero
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The directors of the Company, and some of the corporations and firms with which
the directors are associated, are customers of the Subsidiaries in the ordinary
course of business, and/or are indebted to the Subsidiaries for loans in the
amount of $60,000 or more, and its is anticipated that they will continue to be
customers of, and indebted to, the Subsidiaries in the future. All such loans,
however, were made in the ordinary course of business, did not involve more than
the normal risk of collectibility or present other unfavorable features, and
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable loans made by
the Subsidiaries in transactions with unaffiliated persons, although directors
were regularly allowed the lowest interest rate given to others on personal
loans.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The Securities and Exchange Commission requires that the Company include in this
Proxy Statement a line-graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with the S&P 500 Stock Index and either
a nationally recognized industry standard or an index of peer companies selected
by the Company. The Board of Directors has selected a peer group consisting of
the following eleven regional multi-bank holding companies located in the
midwest: AMCORE Financial, Inc., First Busey Corporation, First Colonial
Bankshares Corporation, First Oak Brook Bancshares, Inc., Heritage Financial
Services, Merchants Bancorp, Inc., Old Second Bancorp, Inc., Pinnacle Banc
Group, Inc. and Premier Financial Services, Inc. These companies were selected
based on their similarity in size, loan portfolio and business areas to the
Company. Northwest Illinois Bancorp, Inc. and Suburban Bancorp, Inc. were
removed from the peer group because during 1994 they were acquired by other
firms and no longer exist as independent companies.
7
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(Assumes $100 invested on December 31, 1989)
[GRAPH]
The following table sets forth the dollar amounts of the annual Total Returns
for the Company, the peer group and the S&P 500 Stock Index which are plotted on
the above line graph. Total Return represents the sum of dividends received,
assuming divided reinvestment, and the increase (or decrease) in the share price
at the end of the period compared to the beginning of the period, divided by the
share price at the beginning of the period.
<TABLE>
<CAPTION>
Total Return Based on Initial Investment of $100
-------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Company $100 $125 $164 $194 $226 $248
Peer Group $100 $ 70 $ 88 $122 $157 $164
S&P 500 $100 $ 97 $126 $136 $150 $152
- --------------------------
</TABLE>
8
<PAGE>
The Total Returns of the companies included in the above peer group have been
assigned various weights based on their relative market capitalizations. The
weights assigned to each company included in the above peer group are as
follows:
Annual Market Capitalization Weights (%)
----------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
AMCORE Financial, Inc. 21.8% 15.5% 15.2% 19.7% 22.4%
First Busey Corporation 14.2% 13.1% 11.5% 9.0% 10.0%
First Colonial Bankshares, Inc. 22.9% 17.4% 22.3% 16.4% 15.8%
First Oak Brook Bancshares, Inc. 5.8% 3.9% 5.7% 4.9% 5.1%
Heritage Financial Services 15.3% 12.3% 14.6% 13.9% 12.7%
Merchants Bancorp, Inc. 5.2% 3.0% 3.1% 4.0% 5.5%
Old Second Bancorp, Inc. 10.4% 8.7% 7.9% 8.6% 8.4%
Pinnacle Banc Group, Inc. ---- 22.1% 15.1% 18.2% 15.4%
Premier Financial Services, Inc. 4.4% 4.0% 4.6% 5.3% 4.7%
---- ---- ---- ---- ----
100% 100% 100% 100% 100%
---- ---- ---- ---- ----
---- ---- ---- ---- ----
EMPLOYMENT AGREEMENTS
Certain of the Subsidiaries have entered into Employment Agreements (the
"Employment Agreements") with certain executive officers of the Company and the
Subsidiaries, including each of the individuals named in the Summary
Compensation Table (the "Covered Executives"). The purpose of the Employment
Agreements is to ensure the continued employment of the executive officers with
the Company and the Subsidiaries. Generally, the Employment Agreements of the
Covered Executives are identical except for differences in the cash compensation
and incentive payments of the Covered Executives.
The Employment Agreements provide for: an initial annual base salary during 1994
equal to $213,568, $212,876, $212,876, $212,876 and $149,417 for John Clark,
Kevin Acker, Craig Acker, Keith Acker and Michael Brosnahan, respectively, and
eligibility for Company sponsored employee benefits. The Covered Executives
(other than Mr. Brosnahan) are also entitled to an annual cash bonus in the
minimum amount of $25,000 based on certain factors that include the performance
of the Company. The Employment Agreements have an initial five-year term, with
annual one-year extensions unless the Company or a Covered Executive has
provided a notice of non-renewal at least 120 days prior to the anniversary
thereof. Each Employment Agreement will terminate upon the Covered Executive's
death or disability. The Company is obligated to pay or provide to the Covered
Executive continued salary and benefits until the earlier of the expiration of
the term of the Employment Agreement or the Covered Executive's termination for
"cause," which is defined to include, without limitation, the death or permanent
disability of the Covered Executive, a material violation by the Covered
Executive of any applicable material law or regulation with respect to the
Company's business, the conviction of the Covered Executive of a felony, and the
willful or negligent failure of the Covered Executive to perform his duties
under the Employment Agreement.
In the event of a "change in control" of the Company, as defined under the
Employment Agreements, either the Company, or its successor, is obligated to
make a lump sum payment equal to five times the Covered Executive's most recent
annual salary (except Mr. Brosnahan whose Employment Contract provides for a
lump sum payment equal to three times his most recent annual salary).
DEFERRED COMPENSATION AGREEMENTS
Certain of the Subsidiaries have entered into Deferred Compensation Agreements
(the "Deferred Compensation Agreements") with certain executive officers of the
Company and the Subsidiaries, including each of the individuals named in the
Summary Compensation Table. The purpose of the Deferred Compensation Agreements
is to ensure the continued employment of the executive officers with the Company
and its Subsidiaries and to assist the executives in establishing a program to
provide supplemental retirement benefits, disability and pre-retirement death
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benefits. The amount of the benefits deferred by the Company's Chief Executive
Officer and the four most highly compensated executives is included in the
Summary Compensation Table under the Salary column.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
The respective boards of directors of WSB, WSB Downers Grove, WSB Darien, WSB
Carol Stream and WSB Aurora have taken the actions necessary to allow their
respective employees to participate in the Plan. The Plan is a tax-qualified
stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986, as
amended. The Plan is designed to provide incentives to participants by giving
them a proprietary interest in the Company. The Plan is an individual account
defined contribution plan, which means that an individual account is established
for each participant of the Plan and that the amount of benefits payable upon
retirement, disability or death is based upon the amount of the employer's
contributions and any income, expenses, gains or losses which may be allocated
to the participant's account. Thus, the amount payable at retirement is not
precisely determinable.
TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES
Some of the directors and officers of the Company, and some of the corporations
and firms with which these individuals are associated, are customers of the
Subsidiaries in the ordinary course of business, and/or are indebted to a
Subsidiary for loans in the amount of $60,000 or more, and it is anticipated
that they will continue to be customers of and indebted to the Subsidiaries in
the future. All such loans, however, were made in the ordinary course of
business, did not involve more than the normal risk of collectibility or present
other unfavorable features, and were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable loans made by the Subsidiaries in transactions with unaffiliated
persons, although directors were regularly allowed the lowest interest rate
given to others on personal loans.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1996 Annual Meeting of
Shareholders must be received by the Secretary of the Company, 711 South Meyers
Road, Lombard, Illinois 60148, no later than December 1, 1995 in order for such
proposal to be included in the Company's 1996 Proxy Statement.
FAILURE TO INDICATE CHOICE
IF ANY SHAREHOLDER FAILS TO INDICATE A CHOICE IN ITEM (1) ON THE PROXY, THE
SHARES OF SUCH SHAREHOLDER SHALL BE VOTED (FOR) EACH OF THE NOMINEES. IF ANY
SHAREHOLDER FAILS TO INDICATE A CHOICE IN ITEM (2) ON THE PROXY, THE SHARES OF
SUCH SHAREHOLDER SHALL BE VOTED (FOR) SUCH PROPOSAL.
FORM 10-K
The Company will furnish without charge a copy of its report on Form 10-K for
the fiscal year ended December 31, 1994, including the financial statements and
the schedules and exhibits thereto, upon written request of any shareholder of
the Company. Requests for such materials should be directed to Mr. Duane G.
Debs, Chief Financial Officer, West Suburban Bancorp, Inc., 711 South Meyers
Road, Lombard, Illinois 60148.
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OTHER BUSINESS
It is not anticipated that any matters will be presented to the shareholders
other than those mentioned in this Proxy Statement. However, if other matters
are brought before the meeting, it is intended that the persons named in the
proxies will vote those proxies, insofar as the same are not limited to the
contrary, as the Board of Directors directs.
By Order of the Board of Directors,
April 7, 1995
Lombard, Illinois
Kevin J. Acker
Chairman of the Board
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ALL SHAREHOLDERS ARE REQUESTED
TO SIGN AND MAIL THEIR PROXIES PROMPTLY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
WEST SUBURBAN BANCORP, INC.
TO BE HELD ON MAY 10, 1995
The undersigned hereby appoints John A. Clark and Duane G. Debs and each or
either of them with power of substitution, attorneys and proxies for and in the
name and place of the undersigned, to vote the number of shares that the
undersigned would be entitled to vote if then personally present at the Annual
Meeting of Shareholders of West Suburban Bancorp, Inc. to be held at 711 South
Meyers Road, Lombard, Illinois on the 10th day of May, 1995 at 8:00 A.M. local
time, or at any adjournment or postponement thereof, upon the matters set forth
in the Notice of the Annual Meeting and Proxy Statement, receipt of which is
hereby acknowledged:
1. ELECTION OF DIRECTORS.
FOR AGAINST ABSTAIN
Kevin J. Acker / / / / / /
John A. Clark / / / / / /
Charles P. Howard / / / / / /
Peggy LoCicero / / / / / /
David S. Bell / / / / / /
2. RATIFICATION OF DELOITTE & TOUCHE LLP THE COMPANY'S INDEPENDENT AUDITORS.
FOR AGAINST ABSTAIN
/ / / / / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS 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 NOMINEES LISTED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2.
Dated: , 1995
-------------------
Please Sign Here:
-----------------------------------------------------
Print Name:
-----------------------------------------------------------
NOTE: Please date proxy and SIGN IT EXACTLY AS NAME OR NAMES APPEAR ON THE
COMPANY'S RECORDS. ALL JOINT OWNERS OF SHARES MUST SIGN IN ORDER FOR
THE PROXY TO BE VALID. State full title when signing as executor,
administrator, trustee, guardian, etc. Please return proxy in the
enclosed envelope.
