<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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>
1998
NOTICE OF 1998
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 13, 1998
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 13, 1998, 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 amendment of the Company's Articles of Incorporation to
(i) combine and reclassify the existing separate classes of Class A
Common Stock and Class B Common Stock into a single class of voting
Common Stock, (ii) increase the number of authorized shares of Common
Stock from two (2) million to fifteen (15) million shares, and
(iii) reduce the number of votes per share of Common Stock from
five votes per share to one vote per share;
3. the ratification of the engagement of Deloitte & Touche LLP as the
independent auditors of the Company for the year ending December 31,
1998; and
4. such other business as may properly come before the meeting or any
adjournment or postponement thereof.
The Board of Directors has set the close of business on March 15, 1998, 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 __, 1998 /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>
WEST SUBURBAN BANCORP, INC.
[LOGO] PROXY STATEMENT
These proxy materials are 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 13, 1998, at 8:00 A.M. local time, at the Company's
headquarters located at 711 South Meyers Road, Lombard, Illinois 60148, and any
adjournment or postponement 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 __, 1998. 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 bank holding company registered under the Bank Holding Company
Act of 1956. The Company's subsidiary, West Suburban Bank, Lombard, Illinois
may be referred in this Proxy Statement as the "Bank." During the first quarter
of 1997, the Bank received approvals from the Federal Deposit Insurance
Corporation, the Office of the Illinois Commissioner of Banks and Real Estate
and the Office of Thrift Supervision to merge its four bank subsidiaries and
thrift subsidiary into one state chartered bank under the name "West Suburban
Bank." On May 17, 1997, the Company's subsidiaries were merged, and, since that
date, the Company has conducted its banking activities through its single bank
subsidiary.
As of March 15, 1998, 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 of Company Common Stock 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 (except for Proposal 2) if a quorum
is present, the affirmative vote of a majority of the shares of Company Common
Stock present at the Annual Meeting shall constitute shareholder approval. In
the matter of Proposal 2, if a quorum is present, the affirmative vote of 2/3 of
the shares of Company Common Stock issued and outstanding shall constitute
shareholder approval. With respect to all matters,
<PAGE>
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 year ended December 31, 1997, containing financial and
other information pertaining to the Company, is included herewith. The
consolidated financial statements of the Company and the Bank, 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.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting on May 13, 1998, 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.
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, 1998, is set forth below:
<TABLE>
<CAPTION>
Positions Held with Director Years with
Name Age the Company Since Company
---- --- ------------------- -------- ----------
<S> <C> <C> <C> <C>
Kevin J. Acker 48 Chairman of the Board, Vice 1986 12
President and Director
David S. Bell 45 Director 1995 3
Duane G. Debs 41 President, Chief Financial 1997 11
Officer and Director
Charles P. Howard 45 Director 1994 4
Peggy P. LoCicero 42 Director 1994 4
</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.
He received his M.B.A. from Indiana University in 1973. Kevin Acker is the son
of Ralph Acker and the brother of Keith W. Acker, Chief Operations Officer and
Vice President of the Company and President of the Bank, and Craig R. Acker,
a director of the Bank.
DAVID S. BELL. Mr. Bell served as director of the Bank from 1990 to May 1997.
From 1974 to present, he has maintained a Certified 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 an M.S. degree from DePaul University in Chicago and his certified
public accountant's certificate from the State of Illinois. Mr. Bell is the son
of James Bell, a director emeritus of the Bank.
2
<PAGE>
DUANE G. DEBS. Mr. Debs is the President and Chief Financial Officer of the
Company. Mr. Debs served as Vice President of the Bank from 1987 to May 1997,
and has served as Senior Vice President of the Bank since May 1997. Mr. Debs
has also served as Comptroller of the Bank since 1987. He received a B.S.
degree 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 served as Business Operations Director of Inner
City Impact since May 1995. From 1993 to May 1995 he served as Vice President of
Howard Concrete Company, Inc. He received a B.A. from Trinity College in 1990
and an M.A. from Wheaton College.
PEGGY P. LOCICERO. Ms. LoCicero served as Cashier of the Bank from 1985 to 1987
and served as director from 1987 to May 1997. She received a B.A. degree from
Elmhurst College in 1977.
The Company's Board of Directors held four meetings during 1997. The average
attendance at the aggregate number of meetings of the Board of Directors was
100% in 1997 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.
From May through December 1997, each director of the Company received a
monthly Board retainer of $1,000. In addition, during 1997, Messrs. Acker,
Bell and Debs and Ms. LoCicero each received $2,000 for serving as directors
of the Bank or the Company's former bank subsidiaries. Mr. Bell received an
additional $1,250, Mr. Howard an additional $250 and Ms. LoCicero an
additional $500 for serving on the various committees of the Bank.
_____________________________
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR
SHARES FOR THE ELECTION OF THE NOMINEES
_____________________________
PROPOSAL 2: APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors has approved, and recommends to the shareholders that
they adopt, an amendment to the Company's Articles of Incorporation that would
(i) combine and reclassify the existing separate classes of Class A Common Stock
and Class B Common Stock into a single class of voting Common Stock, (ii)
increase the number of authorized shares of Common Stock from two (2) million to
fifteen (15) million shares and (iii) reduce the number of votes per share of
Common Stock from five votes per share to one vote per share.
Currently, both the Class A Common Stock and the Class B Common Stock have
voting rights and are identical in every respect. The Board of Directors has
determined that there is no longer a need for the Company to maintain separate
classes of Common Stock and that it is simpler, clearer and in the best
interests of the Company to have only one class of Common Stock, which will
carry with it full voting rights. The Board believes that the combination of
the two classes of Common Stock will reduce administrative burdens and eliminate
confusion surrounding the fact that, despite their different names, the Class A
Common Stock and Class B Common Stock are identical in every respect.
The additional shares of Common Stock for which authorization is sought would be
a part of the combined and reclassified class of Common Stock and, if and when
issued, would have the same rights and privileges as the shares of Common Stock
(Class A or Class B) presently outstanding (which shares shall be combined and
reclassified into one class of Common Stock upon approval of this Proposal 2 by
the shareholders). The Board of Directors believes that an increase in the
number of shares of authorized Common Stock as contemplated herein would benefit
the Company and its shareholders by giving the Company needed flexibility in its
corporate planning and in responding to developments in the Company's business,
including possible financing and acquisition transactions, stock splits or
dividends, issuances of shares in connection with employee benefit programs and
other general corporate purposes.
3
<PAGE>
While the currently authorized shares are sufficient to provide for the
Company's present needs, having such authorized shares available for issuance
in the future would give the Company greater flexibility to respond to future
developments and a variety of possible transactions and allow Common Stock to
be issued without the expense and delay of a special meeting of shareholders.
The Company has no current plans to issue additional shares of capital
stock, nor are there any present plans or arrangements with respect to the
issuance of the increased authorized shares. Unless otherwise required by
applicable law or regulation, the additional shares of Common Stock will be
issuable without further authorization by vote or consent of the shareholders
and on such terms and for such consideration as may be determined by the
Board of Directors.
Currently, each holder of Common Stock (regardless of whether such
shareholder holds Class A Common Stock or Class B Common Stock) is entitled
to five votes per share on all matters acted upon by the shareholders. The
Board of Directors has determined that there is no longer a need for
shareholders to have five votes for every one share of Common Stock owned by
such shareholder and that it is simpler, clearer and in the best interests of
the Company to allow each shareholder one vote per share of Common Stock held
by such shareholder. Because each share of Common Stock presently is entitled
to five votes on all matters acted upon by the shareholders, the approval by
the shareholders of this Proposal 2, which approval would reduce the number
of votes per share from five to one, would have no effect whatsoever on the
voting power of each shareholder. The approval by the shareholders of this
Proposal 2 would merely be a change in the form of, and not a change in the
substance of, the voting power of each shareholder. Thus, the only effect
the approval of this Proposal 2 would have relative to the voting power of
each shareholder would be to cause the number of votes of each shareholder to
correspond to the number of shares held by each shareholder on a 1:1 basis
instead of a 5:1 basis.
Accordingly, the Board of Directors recommends that the shareholders approve
this Proposal 2 to amend Article Four of the Articles of Incorporation to read
as follows:
"Article Four Paragraph 1: The authorized shares shall be:
Class Par Value Per Share Number of Shares Authorized
----- ------------------- ---------------------------
Common Stock None 15 million
Article Four Paragraph 2: The preferences, qualifications,
limitations, restrictions, and the special or relative rights in
respect of the shares of each class are:
Each holder of Common Stock shall be allowed one (1) vote per share of
Common Stock on all matters acted upon by the Shareholders."
If Proposal 2 is approved by shareholders holding the requisite number of shares
of Company Common Stock, the Company intends to effectuate the amendment to the
Articles of Incorporation such that, upon filing of such amendment, each share
of Class A Common Stock and each share of Class B Common Stock currently
outstanding is automatically deemed and is designated as Common Stock having all
rights as set forth in the Articles of Incorporation.
Adoption of this Proposal 2 requires the affirmative vote of holders of 2/3 of
the shares of Company Common Stock issued and outstanding.
_____________________________
THE BOARD RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.
_____________________________
4
<PAGE>
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has engaged Deloitte & Touche LLP to audit the
consolidated financial statements of the Company and the Bank for the year
ending December 31, 1998, subject to the ratification of the engagement by
the Company's shareholders. Deloitte & Touche LLP has been the Company's
independent auditors for the past five 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 desires. If the appointment of
the independent auditors is not ratified, the matter of the appointment of
the independent 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, 1998, 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 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) 22,520 - Class A 6.49% - Class A
c/o West Suburban Bancorp, Inc. 2,493 - Class B 2.92% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Craig R. Acker(2) 19,669 - Class A 5.67% - Class A
c/o West Suburban Bancorp, Inc. 2,458 - Class B 2.88% - Class B
711 South Meyers Road
Lombard, IL 60148
Common Stock Kevin J. Acker(2) 18,616 - Class A 5.36% - Class A
c/o West Suburban Bancorp, Inc. 2,198 - Class B 2.57% - 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, 77,643 shares of
Company Class A Stock and 9,132 shares of Company Class B Stock.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 15, 1998, 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 executive officers of the Company
and the Bank 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 18,616 - Class A 5.36% - Class A
Chairman of the Board, Vice President and Director of the 2,198 - Class B 2.57% - Class B
Company and Senior Vice President of the Bank
David S. Bell 418 - Class A 0.12% - Class A
Director of the Company 334 - Class B 0.39% - Class B
Duane G. Debs 522 - Class A 0.15% - Class A
President, Chief Financial Officer and Director of the Company 156 - Class B 0.18% - Class B
and Senior Vice President and Comptroller of the Bank
Charles P. Howard 12,423 - Class A 3.58% - Class A
Director of the Company 1,497 - Class B 1.75% - Class B
Peggy P. LoCicero 6,195 - Class A 1.79% - Class A
Director of the Company 638 - Class B 0.75% - Class B
Keith W. Acker 22,520 - Class A 6.49% - Class A
Chief Operations Officer of the Company and President and 2,493 - Class B 2.92% - Class B
Director of the Bank
Michael P. Brosnahan 642 - Class A 0.19% - Class A
Vice President of the Company and Senior Vice President, Loans 438 - Class B 0.51% - Class B
of the Bank
All directors and executive officers of the Company as a group 61,336 - Class A 17.68% - Class A
(7 persons) 7,754 - Class B 9.07% - Class B
All directors and executive officers of the Company and the Bank 140,932 - Class A 40.61% - Class A
as a group (29 persons) 23,513 - Class B 27.51% - 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 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. 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
1997 fiscal year, the Company is not aware that any of its directors and
executive officers
6
<PAGE>
or 10% shareholders failed to comply with the filing requirements of Section
16(a) during the period commencing January 1, 1997 through December 31, 1997.
EXECUTIVE COMPENSATION
Presented below is a Summary Compensation Table that sets forth the
remuneration of the Company's Chief Executive Officer and the three executive
officers of the Company (and the Bank) whose salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------
Name and
Principal All Other
Position Year Salary(1) Bonus Compensation(2)
- ----------------------------- ---- -------- ------- --------------
<S> <C> <C> <C> <C>
Kevin J. Acker 1997 $242,679 $25,000 $24,000
Chairman of the Board, Vice 1996 $232,416 $25,000 $27,677
President and Director of the 1995 $222,377 $25,000 $22,500
Company and Senior Vice
President of the Bank
Keith W. Acker 1997 $242,680 $25,000 $24,000
Chief Operations Officer of 1996 $232,316 $25,000 $27,677
the Company and President and 1995 $222,377 $25,000 $22,500
Director of the Bank
Michael P. Brosnahan 1997 $208,425 $15,000 $24,000
Vice President of the Company 1996 $164,204 $15,000 $27,677
and Senior Vice President, 1995 $156,745 $15,000 $22,500
Loans of the Bank
Duane G. Debs 1997 $187,654 $25,000 $24,000
President, Chief Financial 1996 $118,064 $25,000 $17,710
Officer and Director of the 1995 $100,108 $10,000 $15,016
Company and Senior Vice
President and Comptroller of
the Bank
</TABLE>
______________________________________
(1) Includes amounts deferred pursuant to certain Deferred Compensation
Agreements (as defined below) between the Bank and the named executive
officers.
(2) Represents contributions by the Bank to the West Suburban Bank Employee
Stock Ownership Plan and Trust.
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,
7
<PAGE>
we 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. Craig Acker, director of the Bank; Mr. Charles P. Howard,
director of the Company; Mr. Walter Myers, director of the Bank and Mr. John
Williams, director of the Bank.
The Company has entered into employment contracts with its executive officers.
The employment contracts establish a base salary, as well as certain payments
upon an involuntary termination of such executive officer's employment or upon a
termination following a change in control of the Company.
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.
During 1997, the Executive Compensation Committee retained Deloitte & Touche LLP
to provide comparative information so as to be able to evaluate the manner
in which the compensation levels of 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
the year 1998. 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 1998 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
David S. Bell
Duane G. Debs
Charles P. Howard
Peggy P. LoCicero
8
<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 REPORT UNLESS THE REPORT IS 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., Pinnacle Banc Group, Inc. and Grand Premier Financial Inc.
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*
AMONG WEST SUBURBAN BANCORP, INC., THE S & P 500 INDEX AND A PEER GROUP
[CHART]
* $100 INVESTED ON 12/31/92 IN STOCK OR INDEX INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.
The following table sets forth the dollar amounts of the annual Total Returns
(as defined below) for the Company, the peer group and the S&P 500 Stock Index
which are plotted on the above line graph. "Total Return" shall mean 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 period, divided by the share price at the beginning of the period.
9
<PAGE>
<TABLE>
<CAPTION>
Total Return Based on Initial Investment of $100
-----------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Company $100.00 $116.27 $127.69 $148.26 $183.61 $220.03
Peer Group $100.00 $128.97 $132.16 $146.32 $173.03 $273.74
S&P 500 $100.00 $110.08 $111.53 $153.45 $188.68 $251.64
</TABLE>
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 (%)
--------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
AMCORE Financial, Inc. 26.7% 30.7% 32.1% 32.7% 30.0%
First Busey Corporation 12.2% 12.7% 13.5% 7.9% 10.4%
First Oak Brook Bancshares, Inc. 3.2% 3.3% 3.9% 4.3% 3.4%
Heritage Financial Services 18.9% 16.1% 15.9% 17.6% 13.2%
Merchants Bancorp, Inc. 5.4% 7.0% 6.7% 8.4% 6.3%
Old Second Bancorp, Inc. 8.9% 10.7% 11.5% 12.2% 9.5%
Pinnacle Banc Group, Inc. 24.7% 19.5% 16.4% 16.9% 11.4%
Grand Premier Financial Inc. 0.0% 0.0% 0.0% 0.0% 15.8%
---- ---- ---- ---- ----
100% 100% 100% 100% 100%
---- ---- ---- ---- ----
---- ---- ---- ---- ----
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into Employment Agreements effective May 1, 1997 (the
"Employment Agreements") with certain executive officers of the Company and the
Bank, 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 Bank. 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
1997 equal to $217,878 for Kevin Acker and Keith Acker; $185,000 for Michael
Brosnahan and $161,000 for Duane Debs and eligibility for Company sponsored
employee benefits. The Covered Executives (other than Mr. Brosnahan who
received a $15,000 bonus for 1997) 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 term which ends December
31, 1999, and each extends 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 salary and benefits
until the expiration of the then current term of the Employment Agreement
upon involuntary termination of employment, nonextension of the agreement or
constructive termination by the Company, other than termination for "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 or the willful or negligent failure of the Covered Executive to
perform his duties under the Employment
10
<PAGE>
Agreement. Under certain circumstances, upon voluntary termination of
employment by the Covered Executive, he shall be entitled to a payment equal
to, in the case of Messrs. Debs and Brosnahan, nine times his then current
monthly base salary and deferred compensation, and, in the case of Messrs.
Keith and Kevin Acker, one and one-half times his then current annual base
salary and deferred compensation. In all instances the Covered Executive is
subject to confidentiality requirements following any such termination.
In the event of a "change in control" of the Company, as defined under the
Employment Agreements, and the involuntary or voluntary termination of
employment of the Covered Executive, either the Company or its successor is
obligated to make a lump sum payment equal to three times the Covered
Executive's then current annual base salary, and to continue health, life and
disability benefits for three years. Such payment and benefits are limited to
the maximum golden parachute amount allowable under the Internal Revenue Code of
1986, as amended.
DEFERRED COMPENSATION AGREEMENTS
The Company has entered into Deferred Compensation and Split-Dollar Insurance
Agreements effective May 1, 1997 (the "Deferred Compensation Agreements") with
certain executive officers of the Company and the Bank, 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 the Bank 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 three 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 Bank
in the ordinary course of business, and/or are indebted to the Bank 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 Bank 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 Bank in transactions with unaffiliated persons, although directors and
officers 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 1999 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, 1998 in order for such
proposal to be included in the Company's 1999 Proxy Statement.
FAILURE TO INDICATE CHOICE
IF ANY SHAREHOLDER FAILS TO INDICATE A CHOICE IN PROPOSAL (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 PROPOSAL (2) ON THE PROXY, THE SHARES
OF SUCH SHAREHOLDER SHALL BE VOTED (FOR) SUCH PROPOSAL. IF ANY SHAREHOLDER
FAILS TO INDICATE A CHOICE IN PROPOSAL (3) 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, 1997, including the financial statements and
the schedules and exhibits thereto, upon written request of any shareholder
11
<PAGE>
of the Company. Requests for such materials should be directed to Mr. Duane
G. Debs, President, West Suburban Bancorp, Inc., 711 South Meyers Road,
Lombard, Illinois 60148.
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 __, 1998 /s/ Kevin J. Acker
Lombard, Illinois --------------------------------------
Kevin J. Acker
Chairman of the Board
12
<PAGE>
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 13, 1998
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 13th day of May, 1998 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. AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
FOR AGAINST ABSTAIN
/ / / / / /
3. RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
FOR AGAINST ABSTAIN
/ / / / / /
4. 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, "FOR" PROPOSAL 2, AND "FOR"
PROPOSAL 3.
- -------------------------------------------------------------------------------
Dated:______________________, 1998
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.
