<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/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
1997
Notice of 1997
Annual Meeting
and
Proxy Statement
WEST
SUBURBAN
BANCORP,
INC.
<PAGE>
[LOGO] WEST SUBURBAN BANCORP, INC.
711 SOUTH MEYERS ROAD
LOMBARD, ILLINOIS 60148
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1997
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 14, 1997, 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, 1997; and
3. such other business as may properly come before the meeting or any
adjournments or postponements thereof.
The Board of Directors has set the close of business on March 15, 1997, 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 9, 1997 /s/ Kevin J. Acker
Lombard, Illinois
Kevin J. Acker
Chairman of the Board
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.
<PAGE>
[LOGO] 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 14, 1997, at 8:00 A.M. local time, at the Company's
headquarters located at 711 South Meyers Road, Lombard, Illinois 60148, and any
adjournments or postponements 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 9, 1997. 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, 1997, 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.
Any shareholder giving a proxy has the power to revoke it at any time before it
is exercised by filing written notice of such revocation with the Secretary of
the Company, submitting a duly executed proxy bearing a later date, or appearing
at the Annual Meeting and giving the Secretary of the Company notice of his or
her intention to vote in person.
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. In the election of directors and all
other matters voted upon, if a quorum is present, the affirmative vote of a
majority of the shares present at the Annual Meeting shall constitute
shareholder approval. 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.
<PAGE>
An Annual Report for the year ended December 31, 1996, 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.
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders on May 14, 1997, 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 Duane G. Debs, 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
Board of Directors nominates individuals to serve on the Board of Directors of
the Company. Additionally, the Board may consider nominations submitted in
writing by shareholders.
THE NOMINEES
Information concerning the nominees for election to the Company's Board of
Directors, as of March 15, 1997, is set forth below:
<TABLE>
<CAPTION>
Position Held with
the Company Director Years with
Name Age (Unless otherwise specified) Since Company
- ------------------ ----- ---------------------------------------------------- --------- ----------
<S> <C> <C> <C> <C>
Kevin J. Acker 47 Chairman of the Board, Vice President and Director 1986 11
David S. Bell 44 Director of WSB and Director 1995 2
Duane G. Debs 40 Chief Financial Officer, Vice President, Secretary,
Treasurer and President and Director of WSB Downers
Grove --- 10
Charles P. Howard 44 Director 1994 3
Peggy P. LoCicero 41 Director of WSB and Director 1994 3
</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. Kevin J. Acker is the son of Ralph
L. Acker and the brother of Keith W. Acker, Chief Operating Officer and Vice
President of the Company, Craig R. Acker, Chairman of the Board of WSB Downers
Grove, and Alana S. Acker, Chairman of the Board and President of WSB Darien.
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, a M.S. degree from
DePaul University in Chicago and his certified public accountant's
2
<PAGE>
certificate from the State of Illinois. 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.
DUANE G. DEBS. Mr. Debs is Chief Financial Officer, Secretary and Treasurer of
the Company. Mr. Debs has been a director of WSB Downers Grove since 1993. In
1996, Mr. Debs became President of WSB Downers Grove. Mr. Debs has served as
Vice President and Comptroller of WSB, WSB Downers Grove, WSB Darien, WSB Carol
Stream since 1987 and WSB Aurora since July of 1990. He received a B.S. from
Illinois State University in Bloomington/Normal, Illinois and his certified
public accountant's certificate from the State of Illinois in 1980.
CHARLES P. HOWARD. Mr. Howard has served as director of WSB Downers Grove from
1984 to 1990. Since May 1995 he has served as Business Operations Director of
Inner City Impact. From 1993 to May 1995, he served as Vice President of Howard
Concrete Company, Inc. He received a B.A. from Trinity College and a M.A. from
Wheaton College. He is the brother of Eileen Abbamonte and Brian Howard,
directors of WSB Downers Grove and WSB Carol Stream, respectively.
PEGGY P. 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.
The Company's Board of Directors held four meetings during 1996. The average
attendance at the aggregate number of meetings of the Board of Directors was
100% in 1996 and no director attended fewer than 100% of the aggregate number of
meetings of the Board of Directors. The Company's Board of Directors does not
maintain any standing committees.
The Company does not compensate its directors. However, during 1996, Mr. Acker
received $6,000, Ms. LoCicero received $6,000, Mr. Bell received $6,000 and Mr.
Debs 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
The Board of Directors has appointed Deloitte & Touche LLP to examine the
financial statements of the Company and its subsidiaries for the year ended
December 31, 1997, subject to the ratification of the appointment by the
Company's shareholders. Deloitte & Touche LLP has been the Company's independent
auditors for the past four years. A representative of Deloitte & Touche LLP is
expected to attend the Annual 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 APPOINTMENT OF DELOITTE & TOUCHE LLP
-----------------------------
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 15, 1997, 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 Keith W. Acker(2) 22,264 - Class A 6.42% - Class A
c/o West Suburban Bancorp, Inc. 2,486 - Class B 2.91% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Craig R. Acker(2) 19,429 - Class A 5.60% - Class A
c/o West Suburban Bancorp, Inc. 2,453 - Class B 2.87% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Kevin J. Acker(2) 18,373 - Class A 5.29% - Class A
c/o West Suburban Bancorp, Inc. 2,192 - Class B 2.56% - Class B
711 South Meyers Road
Lombard, IL 60148
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
</TABLE>
(1) The information contained in this column is based upon information
furnished to the Company by the individuals named above. 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 and stock beneficially owned through West Suburban
Bank Employee Stock Ownership Plan and Trust. 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. and
Arlis Acker, Keith W. Acker, Kevin J. Acker, Craig R. Acker and Alana S.
Acker and their related interests, and owns, in aggregate, 77,395 shares of
Company Class A Stock and 9,112 shares of Company Class B Stock.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 15, 1997, 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 executive 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 18,373 - Class A 5.29% - Class A
Chairman of the Board, Vice President and Director 2,192 - Class B 2.56% - Class B
John A. Clark 4,912 - Class A 1.42% - Class A
President, Chief Executive Officer and Director 2,971 - Class B 3.47% - Class B
Peggy P. LoCicero 6,155 - Class A 1.77% - Class A
Director of the Company 638 - Class B 0.75% - Class B
Charles P. Howard 14,743 - Class A 4.25% - Class A
Director of the Company 1,497 - Class B 1.75% - Class B
David S. Bell 418 - Class A 0.12% - Class A
Director of the Company 334 - Class B 0.39% - Class B
Keith W. Acker 22,264 - Class A 6.42% - Class A
Chief Operating Officer and Vice President 2,486 - Class B 2.91% - Class B
Duane G. Debs 485 - Class A 0.14% - Class A
Chief Financial Officer, Vice President, Secretary and 153 - Class B 0.18% - Class B
Treasurer
Michael P. Brosnahan 598 - Class A 0.17% - Class A
Senior Vice President of WSB 435 - Class B 0.51% - Class B
All directors and executive officers of the Company as 67,948 - Class A 19.58% - Class A
a group (8 persons) 10,706 - Class B 12.52% - Class B
All directors and executive officers of the Company 140,666 - Class A 40.54% - Class A
and the Subsidiaries as a group (29 persons) 26,690 - Class B 31.22% - Class B
- --------------------------------------
</TABLE>
(1) Includes stock beneficially owned through the West Suburban Bank Employee
Stock Ownership Plan and Trust. 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.
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 their
Company's 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 common stock are traded. 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 whether a Form 5 was required to be filed for the
1996 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, 1996
through December 31, 1996.
5
<PAGE>
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, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------
Name and
Principal All Other
Position Year Salary(1) Bonus Compensation(2)
- ----------------------------------- ---- ------------ --------- ---------------
<S> <C> <C> <C> <C>
John A. Clark 1996 $251,066(3) $25,000 $ 4,930
Chief Executive Officer, President 1995 $222,377 $25,000 $ 22,500
and Director 1994 $213,568 $25,000 $ 22,500
Kevin J. Acker 1996 $232,416 $25,000 $ 27,677
Chairman of the Board, Vice 1995 $222,377 $25,000 $ 22,500
President and Director 1994 $212,876 $25,000 $ 22,500
Keith W. Acker 1996 $232,316 $25,000 $ 27,677
Chief Operating Officer and Vice 1995 $222,377 $25,000 $ 22,500
President 1994 $212,876 $25,000 $ 22,500
Craig R. Acker 1996 $232,316 $25,000 $350,588(4)
Chairman of the Board of WSB 1995 $222,377 $25,000 $ 22,500
Downers Grove and 1994 $212,876 $25,000 $ 22,500
Vice President of WSB
Michael P. Brosnahan 1996 $164,204 $15,000 $ 27,677
Senior Vice President of WSB 1995 $156,745 $15,000 $ 22,500
1994 $149,417 $15,000 $ 22,500
- --------------------------------------
</TABLE>
(1) Includes amounts deferred pursuant to certain Deferred Compensation
Agreements (as defined below) between certain of the Subsidiaries and the
named executive officers.
(2) Represents contributions by the Subsidiaries to the West Suburban Bank
Employee Stock Ownership Plan and Trust.
(3) Includes a deferred portion of current year's salary requested by executive
officer.
(4) Includes a payment of $322,911 that was required to be made upon the
voluntary resignation of Mr. Acker in accordance with the terms of the
employment agreement between Mr. Acker and the Company. Mr. Acker's
resignation became effective on December 31, 1996.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SHALL NOT BE DEEMED
TO INCLUDE THE FOLLOWING REPORT UNLESS THE REPORT IS SPECIFICALLY STATED TO BE
INCORPORATED BY REFERENCE INTO SUCH DOCUMENT.
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 other related matters. In addition, we
6
<PAGE>
administer the Company's various incentive plans, including the West Suburban
Bank Employee Stock Ownership Plan and Trust. The Board of Directors reviews in
detail all aspects of compensation of its executive officers.
The Company has an Executive Compensation Committee comprised of the following
individuals: Mr. James Bell, director emeritus of the Board of Directors of the
Company; Mr. Charles P. Howard, director of the Company; Mr. Richard Lauber,
director of West Suburban Bank; Mr. Jeffrey J. Bell, director of West Suburban
Bank of Downers Grove/Lombard; Mr. Thomas Patterson, director of West Suburban
Bank of Darien; Mr. Walter Myers, director of West Suburban Bank of Carol
Stream/Stratford Square; and Mr. Alejandro Benavides, director of West Suburban
Bank of Aurora. The composition of the Executive Compensation Committee
provides the Subsidiaries of the Company the ability to provide input with
respect to matters concerning the compensation of the Company's executive
officers. The Board of Directors of the Company has determined that such input
is appropriate because the executive officers of the Company are compensated
based on their respective positions with the Subsidiaries.
Since 1989, the Subsidiaries of the Company have entered into employment
contracts with the executive officers of the Company. 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.
Originally, the minimum annual percentage salary increase represented 10% of the
executive officers' 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 $10,000
during 1996.
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.
During 1996, the Executive Compensation Committee retained Deloitte & Touche LLP
to provide it with comparative information so as to be able to evaluate the
manner in which the compensation levels of the executive officers of the Company
compare to peer organizations. Deloitte & Touche LLP concluded that the total
direct compensation for the executive officers, as a group, of the Company was
not in excess of the compensation levels of peer organizations within the
Company's market area. Based upon the information compiled by Deloitte & Touche
LLP as well as other relevant information, the Executive Compensation Committee
made recommendations as to the compensation of the Company's executive officers
for fiscal year 1997. After considering the information prepared by, and the
recommendations of, the Executive Compensation Committee, the Board of Directors
affirmed and ratified their actions and conclusions.
The Board of Directors 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 1997 to the Company's executives.
However, the Board of Directors 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
Kevin J. Acker
John A. Clark
Charles P. Howard
Peggy P. LoCicero
David S. Bell
7
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE COMPANY SHALL NOT BE DEEMED
TO INCLUDE THE FOLLOWING PERFORMANCE GRAPH AND RELATED INFORMATION UNLESS THE
GRAPH AND THE RELATED INFORMATION ARE SPECIFICALLY STATED TO BE INCORPORATED BY
REFERENCE INTO SUCH DOCUMENT.
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 eight regional multi-bank holding companies located in the
midwest: AMCORE Financial, Inc., First Busey Corporation, First Oak Brook
Bancshares, Inc., Heritage Financial Services, Merchants Bancorp, Inc., Old
Second Bancorp, Inc. and Pinnacle Banc Group, Inc. In prior years the index of
peer companies has included Premier Financial Services, Inc. Premier was not
included in the index presented below because it was party to a merger-of-equals
transaction during 1996. The Company may include the new organization in the
future, if it determines that including the new organization would be
appropriate. These companies were selected based on their similarity in size,
loan portfolio and business areas to the Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
(Assumes $100 invested on December 31, 1991)
[graph]
8
<PAGE>
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 dividend 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.
Total Return Based on Initial Investment of $100
---------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
The Company $100 $119 $138 $151 $176 $218
Peer Group $100 $150 $194 $199 $220 $260
S&P 500 $100 $108 $118 $120 $165 $203
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:
<TABLE>
<CAPTION>
ANNUAL MARKET CAPITALIZATION WEIGHTS (%)
------------------------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
AMCORE Financial, Inc. 21.6% 26.7% 30.7% 32.1% 32.7%
First Busey Corporation 16.4% 12.2% 12.7% 13.5% 7.9%
First Oak Brook Bankshares, Inc. 4.0% 3.2% 3.3% 3.9% 4.3%
Heritage Financial Services 20.8% 18.9% 16.1% 15.9% 17.6%
Merchants Bancorp, Inc. 4.5% 5.4% 7.0% 6.7% 8.4%
Old Second Bancorp, Inc. 11.2% 8.9% 10.7% 11.5% 12.2%
Pinnacle Banc Group, Inc. 21.5% 24.7% 19.5% 16.4% 16.9%
------ ------ ------ ------ ------
100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------
------ ------ ------ ------ ------
</TABLE>
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 1996
equal to $207,503 for John Clark, Kevin Acker, Craig Acker, Keith Acker and
$160,046 for Michael Brosnahan and eligibility for Company sponsored employee
benefits. The Covered Executives (other than Mr. Brosnahan who received a
$15,000 bonus for 1996) also received a cash bonus in the amount of $25,000
based on certain factors that included the performance of the Company. The
Employment Agreements have an initial three-year term and are extended annually
for an additional one-year period unless the Company or a Covered Executive
provides a notice of non-renewal at least 60 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
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"cause", which is defined to include, without limitation, 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 three times the Covered Executive's average
base salary for the prior three years.
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
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.
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 1998 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, 1997 in order for such
proposal to be included in the Company's 1998 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, 1996, 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.
10
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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, in their discretion.
By Order of the Board of Directors,
April 9, 1997 /s/ Kevin J. Acker
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 14, 1997
The undersigned hereby appoints Keith W. Acker and George E. Ranstead 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 14th day of May, 1997 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 / / / / / /
David S. Bell / / / / / /
Duane G. Debs / / / / / /
Charles P. Howard / / / / / /
Peggy P. LoCicero / / / / / /
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS 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
POSTPONEMENTS 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.
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.
Dated: , 1997
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Please Sign Here:
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Print Name:
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