<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
SUBURBAN
BANCORP,
INC.
1999
NOTICE OF 1999
ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
[LOGO] WEST SUBURBAN BANCORP, INC.
711 SOUTH MEYERS ROAD
LOMBARD, ILLINOIS 60148
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 1999
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 ("West Suburban"), the parent bank
holding company of West Suburban Bank, Lombard, Illinois (the "Bank," and
together with West Suburban, the "Company") will be held on Wednesday, May 12,
1999, at 8:00 A.M. local time, at West Suburban'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 West Suburban;
2. the ratification of the engagement of Crowe, Chizek and
Company LLP as the independent auditors of the Company for the
year ending December 31, 1999; and
3. such other business as may properly come before the meeting or
any adjournment or postponements thereof.
The Board of Directors has set the close of business on March 15, 1999, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting. The transfer books of West Suburban will not be
closed.
By Order of the Board of Directors,
April 16, 1999
Lombard, Illinois
/s/ Kevin J. Acker
-------------------------------
Kevin J. Acker
Chairman of the Board
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.
<PAGE>
[LOGO] WEST SUBURBAN BANCORP, INC.
PROXY STATEMENT
These proxy materials are furnished in connection with the solicitation by the
Board of Directors of West Suburban Bancorp, Inc. ("West Suburban") of proxies
to be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held on Wednesday, May 12, 1999, at 8:00 A.M. local time, at West Suburban's
headquarters located at 711 South Meyers Road, Lombard, Illinois 60148, and any
adjournment or postponement thereof.
The Board of Directors 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 West Suburban
in the accompanying envelope. No postage needs to 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 West Suburban
on or about April 16, 1999. 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 West Suburban, will be paid by West Suburban.
Additionally, proxies may be solicited by personal interview, telephone or
telegram by the officers, employees or directors of West Suburban or its
subsidiary, none of whom will receive any compensation for such solicitation in
addition to his or her regular compensation.
West Suburban is a bank holding company registered under the Bank Holding
Company Act of 1956. West Suburban's subsidiary, West Suburban Bank, Lombard,
Illinois, is an Illinois state-chartered bank and may be referred in this Proxy
Statement as the "Bank." West Suburban and the Bank may be referred to
collectively as the "Company."
During May 1998, West Suburban combined and reclassified its previously issued
and outstanding classes of A and B common stock into a single class of voting
common stock, no par value ("Common Stock"), and reduced the number of votes per
share from five (5) votes to one (1) vote per share. West Suburban also
increased the number of authorized shares of Common Stock from two (2) million
shares to fifteen (15) million shares.
As of March 15, 1999, there were 432,495 shares of Common Stock issued and
outstanding. Each share of Common Stock is entitled to one vote on matters
submitted to the shareholders and West Suburban'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
West Suburban, submitting a duly executed proxy bearing a later date, or
appearing at the Annual Meeting and giving the Secretary of West Suburban notice
of his or her intention to vote in person.
A majority of the shares of 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, if a quorum is present, the affirmative vote of a
majority of the shares of Common Stock present at the Annual Meeting shall
constitute shareholder approval. With respect to all matters, abstentions and
broker non-votes will be counted as "no" votes in determining the number of
shares voted for or against any proposal.
An Annual Report for the year ending December 31, 1998, containing financial and
other information pertaining to the Company, is included herewith. The
consolidated financial statements of the Company, which are contained in the
Annual Report, are incorporated herein by reference. The mailing address of the
Company's principal executive offices is 711 South Meyers Road, Lombard,
Illinois 60148.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting on May 12, 1999, five directors are to be elected to serve
on the 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 giving the proxy, 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 Common Stock
represented in person or by proxy at the Annual Meeting will be required to
elect the nominees named below to the Board of Directors. The Board of Directors
nominates individuals to serve on the Board of Directors. Additionally, the
Board of Directors may consider nominations submitted in writing by
shareholders.
THE NOMINEES
Information concerning the nominees for election to the Board of Directors, as
of March 15, 1999, is set forth below:
<TABLE>
<CAPTION>
Positions Held with Director Years with
Name Age West Suburban Since West Suburban
---- --- -------------------------------------------------- -------- -------------
<S> <C> <C> <C> <C>
Kevin J. Acker 49 Chairman of the Board, Vice President and Director 1986 13
David S. Bell 46 Director 1995 4
Duane G. Debs 42 President, Chief Financial Officer and Director 1997 12
Charles P. Howard 46 Director 1994 5
Peggy P. LoCicero 43 Director 1994 5
</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 West Suburban since it was incorporated in
1986. Mr. Acker has served as Senior Vice President of the Bank since May 1997.
He received his Master in Business Administration from Indiana University in
1973. Kevin J. Acker is the son of Ralph Acker and the brother of Keith W.
Acker, Chief Operations Officer and Vice President of West Suburban and
President 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 Bachelor of Science and a Master in Business Administration degree
from Northern Illinois University in DeKalb, Illinois, a Master of Science
degree from DePaul University in Chicago, Illinois 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.
DUANE G. DEBS. Mr. Debs is the President and Chief Financial Officer of West
Suburban. 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 Bachelor of
Science degree from Illinois State University in Bloomington/Normal, Illinois
and his certified public accountant's certificate from the State of Illinois in
1980.
2
<PAGE>
CHARLES P. HOWARD. Mr. Howard served as Team Services 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 Bachelor of Arts degree from Trinity
College in 1990 and a Master of Arts degree from Wheaton College.
PEGGY P. LOCICERO. Ms. LoCicero served as Cashier of the Bank from 1985 to 1987
and served as director of the Bank from 1987 to May 1997. She received a
Bachelor of Arts degree from Elmhurst College in 1977.
The Board of Directors held five meetings during 1998. The average attendance at
the aggregate number of meetings of the Board of Directors was 100% in 1998 and
no director attended fewer than 100% of the aggregate number of meetings of the
Board of Directors.
In 1998, each director of West Suburban received a monthly Board retainer of
$1,000. In addition, during 1998, Mr. Bell received an additional $2,250, Mr.
Howard an additional $250 and Ms. LoCicero an additional $1,250 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: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has engaged Crowe, Chizek and Company LLP to audit the
financial statements of the Company for the year ended December 31, 1999,
subject to the ratification of the engagement by West Suburban's shareholders. A
representative of Crowe, Chizek and Company LLP is not expected to attend the
Annual Meeting. If the appointment of the new auditors is not ratified, the
matter of the appointment of the 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 CROWE, CHIZEK AND COMPANY LLP
-----------------------------
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 15, 1999, to the knowledge of the Board of Directors, the following
persons were beneficial owners of more than five percent (5%) of the Common
Stock.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Stock
Beneficial Owner Beneficially Owned (1) Percentage Owned
- ------------------------------------------ --------------------------------- -----------------------------
<S> <C> <C>
Keith W. Acker(2) 25,137 5.81%
c/o West Suburban Bancorp, Inc.
711 South Meyers Road
Lombard, IL 60148
Craig R. Acker(2) 22,210 5.14%
c/o West Suburban Bancorp, Inc.
711 South Meyers Road
Lombard, IL 60148
- --------------------------------------
</TABLE>
(1) The information contained in this column is based upon information
furnished to West Suburban 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
the West Suburban Bank Employee Stock Ownership Plan and Trust ("ESOP").
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, 87,129 shares
of Common Stock.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 15, 1999, with respect
to the shares of Common Stock beneficially owned by: (i) each executive officer
of the Company; (ii) each nominee for election as a director of the Company;
(iii) all executive officers and directors of West Suburban as a group; and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Positions With Company Shares of Common Stock
(unless otherwise specified) Beneficially Owned (1) Percentage Owned
- --------------------------------------------------------- -------------------------------- ----------------------
<S> <C> <C>
Kevin J. Acker 20,922 4.84%
Chairman of the Board, Vice President and Director of
West Suburban and Senior Vice President, Marketing of
the Bank
David S. Bell 752 0.17%
Director of West Suburban
Duane G. Debs 744 0.17%
President, Chief Financial Officer and Director of West
Suburban and Senior Vice President and Comptroller of
the Bank
Charles P. Howard 11,213 2.59%
Director of West Suburban
Peggy P. LoCicero 6,833 1.58%
Director of West Suburban
Keith W. Acker 25,137 5.81%
Chief Operations Officer of West Suburban and President
and Director of the Bank
Michael P. Brosnahan 1,156 0.27%
Vice President of West Suburban and Senior Vice
President, Loans of the Bank
All directors and executive officers of West Suburban 66,757 15.44%
as a group (7 persons)
All directors and executive officers of the Company as 140,267 32.43%
a group (30 persons)
- --------------------------------------
</TABLE>
(1) Includes stock beneficially owned through the ESOP. The information
contained in this column is based upon information furnished to West
Suburban 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 Common
Stock file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with the exchange on which West Suburban's shares of
Common Stock are traded. Such persons are also required to furnish West Suburban
with copies of all Section 16(a) forms they file. Based solely on West
Suburban's review of the copies of such forms furnished to West Suburban and, if
appropriate,
5
<PAGE>
representations made to West Suburban by any such reporting person concerning
whether a Form 5 was required to be filed for the 1998 fiscal year, West
Suburban 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, 1998 through December 31, 1998.
EXECUTIVE COMPENSATION
Presented below is a Summary Compensation Table that sets forth the remuneration
of the Company's Chief Executive Officer and the four executive officers of the
Company whose salary and bonus exceeded $100,000 during the fiscal year ended
December 31, 1998:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Annual Compensation
Principal ---------------------------------------- All Other
Position Year Salary(1) Bonus Compensation(2)
- --------------------------------------- --------- ------------ ---------- ----------------
<S> <C> <C> <C> <C>
Kevin J. Acker 1998 $249,621 $24,000
Chairman of the Board, Vice President 1997 $242,679 $25,000 $24,000
and Director of West Suburban and 1996 $232,416 $25,000 $27,677
Senior Vice President, Marketing of
the Bank
Keith W. Acker 1998 $249,650 $25,000 $24,000
Chief Operations Officer of West 1997 $242,680 $25,000 $24,000
Suburban and President and Director 1996 $232,316 $25,000 $27,677
of the Bank
Michael P. Brosnahan 1998 $217,069 $15,000 $24,000
Vice President of West Suburban and 1997 $208,425 $15,000 $24,000
Senior Vice President, Loans of the 1996 $164,204 $15,000 $27,677
Bank
Duane G. Debs 1998 $192,755 $25,000 $24,000
President, Chief Financial Officer 1997 $187,654 $25,000 $24,000
and Director of West Suburban and 1996 $118,064 $25,000 $17,710
Senior Vice President and Comptroller
of the Bank
Raymond P. Rynne 1998 $134,224 $20,134
Senior Vice President, Business 1997 $10,500
Services of the Bank 1996 $10,500
- --------------------------------------
</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 ESOP.
6
<PAGE>
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 WEST SUBURBAN 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, to evaluate the performance of management and
to consider management succession and other related matters. In addition, we
administer West Suburban's various incentive plans, including the ESOP. The
Board of Directors reviews in detail all aspects of compensation of its
executive officers.
West Suburban has an Executive Compensation Committee comprised of the
following individuals: Mr. David Bell, director of West Suburban; Ms. Peggy
LoCicero, director of West Suburban; Mr. Charles P. Howard, director of West
Suburban; Mr. Walter Myers, director of the Bank; and Mr. John Williams,
director of the Bank.
West Suburban 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 ESOP, as well as a discretionary bonus that has generally been awarded
depending upon the performance of the Company. During 1998, the Board of
Directors determined that a return on assets of 1.26%, total net income of $16.1
million, net income per share of $37.41 and growth in assets of 1.2% were
sufficient to award bonus amounts of $25,000 to Messrs. Keith Acker and Duane
Debs and $15,000 to Mr. Michael 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 West
Suburban. 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 performance of the
Company. Increases in compensation of the executive officers during 1998 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. West Suburban did not employ a
separate methodology to review the compensation of its chief executive.
As in prior years, the Executive Compensation Committee retained Deloitte &
Touche LLP to provide comparative information so as to enable West Suburban 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 West Suburban 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 West Suburban's executive
officers for the year 1999. 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 1999 to West Suburban'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
Kevin J. Acker
David S. Bell
Duane G. Debs
Charles P. Howard
Peggy P. LoCicero
7
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
THE INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT INTO ANY DOCUMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY WEST SUBURBAN 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 West Suburban include in
this Proxy Statement a line-graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with the Standard & Poor's 500 Stock
Index ("S&P 500") and either a nationally recognized industry standard or an
index of peer companies selected by West Suburban. The Board of Directors has
selected a peer group consisting of the following seven regional multi-bank
holding companies located in the midwest: AMCORE Financial, Inc., First Busey
Corporation, First Oak Brook Bancshares, Inc., Grand Premier Financial Inc.,
Merchants Bancorp, Inc., Old Second Bancorp, Inc. and Pinnacle Banc Group, Inc.
In prior years, the index of peer companies has included Heritage Financial
Services. Heritage is not included in the index presented below because it was
acquired during 1998. These companies were selected based on their similarity in
size, loan portfolio and business areas to West Suburban.
[CHART]
8
<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
Standard & Poor's 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
--------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Company $100.00 $103.71 $113.63 $133.35 $151.35 $212.15
Peer Group $100.00 $100.94 $116.38 $139.53 $209.17 $206.73
S&P 500 $100.00 $101.32 $139.40 $171.41 $228.59 $293.92
</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 (%)
-----------------------------------------
1994 1995 1996 1997 1998
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
AMCORE Financial, Inc. 40.7% 42.8% 38.2% 39.7% 37.9%
First Busey Corporation 5.6% 6.0% 13.6% 11.0% 10.6%
First Oak Brook Bancshares, Inc. 4.3% 5.1% 4.9% 3.6% 5.0%
Grand Premier Financial Inc. 0.0% 0.0% 0.0% 16.7% 15.9%
Merchants Bancorp, Inc. 9.3% 9.0% 9.7% 6.7% 8.2%
Old Second Bancorp, Inc. 14.2% 15.3% 14.1% 10.4% 10.2%
Pinnacle Banc Group, Inc. 25.9% 21.8% 19.5% 11.9% 12.2%
------ ------ ------ ------ ------
100.0% 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------ ------
------ ------ ------ ------ ------
</TABLE>
EMPLOYMENT AGREEMENTS
West Suburban has Employment Agreements (the "Employment Agreements") with
certain executive officers of the Company, including each of the individuals
named in the Summary Compensation Table (the "Covered Executives") except for
Raymond Rynne. The purpose of the Employment Agreements is to ensure the
continued employment of the executive officers with the Company. 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 a current annual base salary during 1998
equal to $224,414 for Kevin Acker and Keith Acker; $190,550 for Michael
Brosnahan and $165,830 for Duane Debs and eligibility for Company sponsored
employee benefits. The Covered Executives, except for Mr. Brosnahan receiving a
$15,000 bonus for 1998 and Mr. Kevin Acker and Mr. Rynne not receiving a bonus
for 1998, 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'
current term ends December 31, 2001, and each extends annually for an additional
one-year period unless the
9
<PAGE>
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, non extension 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 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 his annual base
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 West Suburban, as defined under the
Employment Agreements, and the involuntary or voluntary termination of
employment of the Covered Executive, either West Suburban 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 the average of most recent three
years' annual bonus. The Covered Executive is also entitled to participate in
life and disability benefits for three years and medical benefits until the
earlier of medicare eligibility date or the date the executive elects to become
covered under another employer sponsored medical benefit plan or program. 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 Deferred Compensation and Split-Dollar Insurance Agreements (the
"Deferred Compensation Agreements") with certain executive officers of the
Company, including each of the individuals named in the Summary Compensation
Table, except for Mr. Rynne. The purpose of the Deferred Compensation Agreements
is to ensure the continued employment of the executive officers with the Company
and to assist the executives in establishing a program to provide supplemental
retirement benefits, disability and pre-retirement death benefits. The amount of
the benefits deferred by the Company's Chief Executive Officer and the four most
highly compensated executives is included in the Summary Compensation Table
under the Salary column.
TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES
Some of the directors and officers of West Suburban, 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 2000 Annual Meeting of
Shareholders must be received by the Secretary of West Suburban, 711 South
Meyers Road, Lombard, Illinois 60148, no later than December 1, 1999 in order
for such proposal to be included in West Suburban's 2000 Proxy Statement.
10
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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.
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, 1998, including the financial statements and
the schedules and exhibits thereto, upon written request of any shareholder of
West Suburban. 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 16, 1999
Lombard, Illinois /s/ Kevin J. Acker
------------------------------------
Kevin J. Acker
Chairman of the Board
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ALL SHAREHOLDERS ARE REQUESTED
TO SIGN AND MAIL THEIR PROXIES PROMPTLY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
WEST SUBURBAN BANCORP, INC.
TO BE HELD ON MAY 12, 1999
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 12th day of May, 1999 at 8:00 A.M. local
time, or at any adjournment or postponement thereof, upon the matters set forth
in the Notice of the Annual Meeting and Proxy Statement, receipt of which is
hereby acknowledged:
1. ELECTION OF DIRECTORS.
FOR AGAINST ABSTAIN
Kevin J. Acker / / / / / /
David S. Bell / / / / / /
Duane G. Debs / / / / / /
Charles P. Howard / / / / / /
Peggy P. LoCicero / / / / / /
2. RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
FOR AGAINST ABSTAIN
/ / / / / /
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.
- -------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES LISTED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2.
- -------------------------------------------------------------------------------
NOTE: Please date proxy and SIGN IT EXACTLY AS NAME OR NAMES APPEAR ON WEST
SUBURBAN'S RECORDS. ALL JOINT OWNERS OF SHARES MUST SIGN IN ORDER FOR THE PROXY
TO BE VALID. State full title when signing as executor, administrator, trustee,
guardian, etc. Please return proxy in the enclosed envelope.
Dated:______________________, 1999
Please Sign Here:_________________________________________________
Print Name:_______________________________________________________
