<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>
WEST NOTICE OF 1998
SUBURBAN ANNUAL MEETING
BANCORP, AND
INC. 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 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, and (ii) reduce the number of votes per share of
Common Stock from five votes per share to one vote per share;
3. the amendment of the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from two
(2) million to fifteen (15) million shares;
4. the ratification of the engagement of Deloitte & Touche LLP as the
independent auditors of the Company for the year ending December 31,
1998; and
5. 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 20, 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.
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 20, 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 Proposals 2 and 3) 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 Proposals 2 and 3, if a quorum is present, the
affirmative vote of 2/3 of the shares of Company Common Stock issued and
outstanding shall
<PAGE>
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.
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 TO
COMBINE THE EXISTING CLASSES OF COMMON STOCK AND REDUCE THE NUMBER OF VOTES PER
SHARE
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 (as defined
below), and (ii) reduce the number of votes per share of Common Stock from five
votes per share to one vote per share. The term "Common Stock" shall refer to
the single class of common stock that the Company would be authorized to issue
assuming Proposal 2 is approved by the Company shareholders.
At its inception, the Company had only one class of common stock, which was
issued in connection with the Company's acquisition of its former bank
subsidiaries (which have subsequently been merged into the Bank) to the former
shareholders of such bank subsidiaries in exchange for the capital stock of such
bank subsidiaries. In connection with a subsequent public offering of the
Company's Class B Common Stock, the Company determined that it would be in the
best interests of the Company and its shareholders to reclassify the Company's
common stock into two separate classes. The then outstanding common stock was
reclassified as Class A Common Stock, a class having five votes per share, and
the stock proposed to be issued pursuant to the public offering was classified
as Class B Common Stock, a class having one vote per share. The Company
believed that this was advisable in order to insure that a change of control of
the Company did not occur as a result of the proposed public offering. After
the consummation of the public offering, the Company revisited this issue and
determined that no single person purchased large blocks of the
3
<PAGE>
Class B Common Stock and that the persons who purchased the Class B Common
Stock had substantially the same interests as the Company. As a result, the
Company determined that an amendment to the Company's Articles of
Incorporation which would provide the holders of Class B Common Stock with
the same voting rights as holders of Class A Common Stock would not subject
the Company to the threat of a change of control.
As a result of the foregoing events, 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 Company 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 Company 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.
Currently, each holder of Company 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 Company 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 Company 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:
<TABLE>
<CAPTION>
Class Par Value Per Share Number of Shares Authorized
----- ------------------- ---------------------------
<S> <C> <C>
Common Stock None 2 million
</TABLE>
Article Four Paragraph 2: The preferences, qualifications,
limitations, restrictions, and the special or relative rights in
respect of the shares of each class are:
4
<PAGE>
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
TO COMBINE THE EXISTING CLASSES OF COMMON STOCK AND
REDUCE THE NUMBER OF VOTES PER SHARE
_____________________________
PROPOSAL 3: APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has approved, and recommends to the shareholder that they
adopt, an amendment to the Company's Articles of Incorporation that would
increase the number of authorized shares of Common Stock from two (2) million to
fifteen (15) million shares. Although this Proposal 3 will be voted upon
separately by the shareholders, the Board of Directors does not intend to
implement Proposal 3 unless Proposal 2 is also approved by the requisite holders
and implemented by the Company. The additional shares of Common Stock for which
authorization is sought would be a part of the combined and reclassified class
of Common Stock discussed in Proposal 2 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 Proposal 2 by the requisite holders).
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. 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 would 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.
The authorization of additional shares of Common Stock pursuant to this Proposal
3 will have no dilutive effect upon the proportionate voting power of the
present shareholders of the Company. However, to the extent that shares are
subsequently issued to persons other than the present shareholders and/or in
proportions other than the proportion that presently exists, such issuance could
have a substantial dilutive effect on present shareholders.
5
<PAGE>
The Board of Directors believes, however, that the proposed amendment to Article
Four of the Articles of Incorporation will provide several long-term benefits to
the Company and its shareholders, including the flexibility to pursue
acquisitions in exchange for Common Stock. While the Company has no specific
plans, proposals, understandings or agreements for any such acquisition, the
issuance of additional shares of Common Stock for an acquisition may have a
dilutive effect on earnings per share and book value per share, as well as a
dilutive effect on the voting power of existing shareholders. The Company would
expect that any such dilutive effect on earnings per share and/or book value per
share would be relatively short-term in duration.
The issuance of additional shares of Common Stock also may potentially have an
anti-takeover effect by making it more difficult to obtain shareholder approval
of various actions, such as a merger. The proposed increase in the number of
authorized shares of Common Stock could enable the Board of Directors to render
more difficult an attempt by another person or entity to obtain control of the
Company, though the Board of Directors has no present intention of issuing
additional shares of such purposes and no present knowledge of any such takeover
efforts.
Accordingly, the Board of Directors recommends that the shareholders approve
this Proposal 3 to amend Article Four of the Articles of Incorporation to
increase the total number of authorized shares of Common Stock from two (2)
million to fifteen (15) million. The implementation of this Proposal 3 is
dependent upon the approval and implementation of Proposal 2 herein. If
Proposal 2 is not approved by the requisite holders, or the amendment proposed
therein is not consummated for any other reason, the amendment to the Articles
of Incorporation as proposed in this Proposal 3 likewise will not be
implemented.
Adoption of this Proposal 3 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
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
_____________________________
PROPOSAL 4: 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.
6
<PAGE>
<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. 711 2,493 - Class B 2.92% - Class B
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. 711 2,458 - Class B 2.88% - Class B
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.
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 2,198 - Class B 2.57% - Class B
of the 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 156 - Class B 0.18% - Class B
the Company and Senior Vice President and
Comptroller of the Bank
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name and Positions With Company Amount and Nature of
(unless otherwise specified) Beneficial Ownership (1) Percentage of Class
------------------------------------------------- ------------------------ -------------------
<S> <C> <C>
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 2,493 - Class B 2.92% - Class B
President and Director of the Bank
Michael P. Brosnahan 642 - Class A 0.19% - Class A
Vice President of the Company and Senior Vice 438 - Class B 0.51% - Class B
President, Loans of the Bank
All directors and executive officers of the Company 61,336 - Class A 17.68% - Class A
as a group (7 persons) 7,754 - Class B 9.07% - Class B
All directors and executive officers of the Company 140,932 - Class A 40.61% - Class A
and the Bank 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 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:
8
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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 1995 $222,377 $25,000 $22,500
the 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 1995 $222,377 $25,000 $22,500
and Director of the Bank
Michael P. Brosnahan 1997 $208,425 $15,000 $24,000
Vice President of the 1996 $164,204 $15,000 $27,677
Company and Senior Vice 1995 $156,745 $15,000 $22,500
President, 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 (the "ESOP").
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
administer the Company's various incentive plans, including the West Suburban
Bank ESOP. 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 and deferred compensation agreements
with its executive officers. The agreements establish compensation packages
that consist principally of a base salary amount, a deferred amount and a
benefit under the Company's ESOP, as well as a discretionary bonus that has
generally been awarded depending upon the performance of the Company. During
1997, the Board of Directors determined that a return on assets of 1.71%, total
net income of $21.8 million, net income per share of $50.37 and growth in assets
of 4.7% were sufficient to award bonus amounts of $25,000 to Messrs. Acker,
Acker and Debs and $15,000 to Mr. Brosnahan. The employment agreements also
provide for certain payments upon an involuntary termination of the executive
officer's employment or upon a termination following a change in control of the
Company. Participation in the ESOP is not only intended to provide a retirement
benefit to the executive officers, but is intended to represent a form of
incentive compensation that is directly contingent upon the performance of the
Company. Increases in compensation of the executive officers during 1997 were
generally consistent with the increases that were granted to non-executive
officer employees of the Company and were intended to allow the Company to
remain competitive within its market area. The Company did not employ a
separate methodology to review the compensation of its chief executive.
9
<PAGE>
As in prior years, the Executive Compensation Committee retained Deloitte &
Touche LLP to provide it with comparative information so as to enable the
Company to evaluate the manner in which the compensation levels of its
executive officers 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
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.
[GRAPH]
10
<PAGE>
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 the period, divided by the share price at the beginning
of the period.
<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 $127.54 $128.77 $149.49 $177.56 $280.92
S&P 500 $100.00 $110.08 $111.53 $153.45 $188.68 $251.64
</TABLE>
11
<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:
<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
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 time 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.
12
<PAGE>
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), (3) OR (4) 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 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.
13
<PAGE>
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 20, 1998 /s/ Kevin J. Acker
Lombard, Illinois -----------------------------------
Kevin J. Acker
Chairman of the Board
14
<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:
<TABLE>
<CAPTION>
1. ELECTION OF DIRECTORS.
<S> <C> <C> <C>
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 TO COMBINE THE
EXISTING CLASSES OF COMMON STOCK AND REDUCE THE NUMBER OF VOTES PER SHARE.
FOR AGAINST ABSTAIN
/ / / / / /
3. AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES.
FOR AGAINST ABSTAIN
/ / / / / /
4. RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
FOR AGAINST ABSTAIN
/ / / / / /
5. 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.
</TABLE>
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, "FOR"
PROPOSAL 3 AND "FOR" PROPOSAL 4.
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.
