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Previous: GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND, 497, 2000-04-05 |
Next: MITCHELL HUTCHINS SERIES TRUST/MA/, 485BPOS, 2000-04-05 |
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant /x/ |
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| Filed by a Party other than the Registrant / / | ||
| Check the appropriate box: |
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| / / | 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 §240.14a-11(c) or §240.14a-12 |
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| West Suburban Bancorp, Inc. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| Payment of Filing Fee (Check the appropriate box): | ||||
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| / / | 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: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (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): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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| / / | 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: |
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| (2) | Form, Schedule or Registration Statement No.: |
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| (3) | Filing Party: |
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| (4) | Date Filed: |
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Notice of 2000
Annual Meeting
and
Proxy Statement
WEST
SUBURBAN
BANCORP,
INC.
WEST SUBURBAN BANCORP, INC.
711 South Meyers Road
Lombard, Illinois 60148
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 10, 2000
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 10, 2000, 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:
The Board of Directors has set the close of business on March 15, 2000, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. In the event that there are not sufficient votes to establish a quorum or to approve or ratify the proposals to be considered at the Annual Meeting, the meeting may be adjourned or postponed in order to permit the further solicitation of proxies. The transfer books of West Suburban will not be closed.
| |
|
By Order of the Board of Directors, |
| April 5, 2000 |
|
/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.
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 10, 2000, 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 6, 2000. 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."
As of March 15, 2000, 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, 1999, 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.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting on May 10, 2000, 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, 2000, is set forth below:
| Name |
Age |
Positions Held with West Suburban |
Director Since |
Years with West Suburban |
||||
|---|---|---|---|---|---|---|---|---|
| Kevin J. Acker | 50 | Chairman of the Board, Vice President and Director | 1986 | 14 | ||||
| David S. Bell |
|
47 |
|
Director |
|
1995 |
|
5 |
| Duane G. Debs |
|
43 |
|
President, Chief Financial Officer and Director |
|
1997 |
|
13 |
| Charles P. Howard |
|
47 |
|
Director |
|
1994 |
|
6 |
| Peggy P. LoCicero |
|
44 |
|
Director |
|
1994 |
|
6 |
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 L. 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.
Charles P. Howard. Mr. Howard has 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 Bachelor of Arts degree from Trinity College and a Master of Arts degree from Wheaton College.
2
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 1999. The average attendance at the aggregate number of meetings of the Board of Directors was 100% in 1999 and no director attended fewer than 100% of the aggregate number of meetings of the Board of Directors.
In 1999, each director of West Suburban received a monthly Board retainer of $1,000. In addition, during 1999, Mr. Bell received an additional $2,500 for serving on the audit committee 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 ("Crowe Chizek") to audit the financial statements of the Company for the year ended December 31, 2000, subject to the ratification of the engagement by West Suburban's shareholders. A representative of Crowe Chizek is 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.
During April 1999, the Company engaged Crowe Chizek as its independent auditors and dismissed Deloitte & Touche LLP ("Deloitte & Touche"). The decision to dismiss Deloitte & Touche and engage Crowe Chizek was recommended by the Company's Audit Committee and was approved by the Company's Board of Directors based on a periodic review by the Company of its accounting and tax service providers.
The report of Deloitte & Touche on the Company's consolidated financial statements for the year ended December 31, 1998 did not contain an adverse opinion or a disclaimer of opinion, and the report was not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audit of the Company's consolidated financial statements for the year ended December 31, 1998, there were no disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference to the matter in their report. In connection with the audit of the Company's consolidated financial statements for the year ended December 31, 1998, Deloitte & Touche: (a) did not advise the Company that the internal controls necessary for the Company to develop reliable financial statements do not exist; (b) did not advise the Company that information had come to its attention that had led it to no longer be able to rely on the Company's management representations, or that had made Deloitte & Touche unwilling to be associated with the financial statements prepared by the Company's management; (c) did not advise the Company that it would need to expand significantly the scope of its audit, or that information had come to its attention during such time period that if further investigated may (i) materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those financial statements) or (ii) cause Deloitte & Touche to be unwilling to rely on the Company's management representations or be associated with the Company's consolidated financial statements; and (d) did not advise the Company that information had come to its attention of the type described in subparagraph (c) above, the issue not being resolved to the satisfaction of Deloitte & Touche prior to its dismissal.
During the Company's fiscal year ended December 31, 1998 and the subsequent period prior to engaging Crowe Chizek, the Company (or anyone on the Company's behalf) did not consult Crowe Chizek regarding: (a) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit
3
opinion that might be rendered on the Company's financial statements; and as such no written report was provided to the Company and no oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of disagreement or a reportable event.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES
FOR THE RATIFICATION OF THE ENGAGEMENT OF CROWE, CHIZEK
AND COMPANY LLP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 15, 2000, to the knowledge of the Board of Directors, the following persons were beneficial owners of more than five percent (5%) of the Common Stock.
| Name and Address of Beneficial Owner |
Shares of Common Stock Beneficially Owned (1) |
Percentage Owned |
||
|---|---|---|---|---|
| Keith W. Acker(2) c/o West Suburban Bancorp, Inc. 711 South Meyers Road Lombard, IL 60148 |
25,392 |
5.87% |
||
| Craig R. Acker(2) c/o West Suburban Bancorp, Inc. 711 South Meyers Road Lombard, IL 60148 |
|
22,383 |
|
5.18% |
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 15, 2000, 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.
| Name and Positions With Company (unless otherwise specified) |
Shares of Common Stock Beneficially Owned (1) |
Percentage Owned |
||
|---|---|---|---|---|
| Kevin J. Acker Chairman of the Board, Vice President and Director of West Suburban and Senior Vice President, Marketing of the Bank |
21,161 |
4.89% |
||
| David S. Bell Director of West Suburban |
|
752 |
|
0.17% |
| Duane G. Debs President, Chief Financial Officer and Director of West Suburban and Senior Vice President and Comptroller of the Bank |
|
854 |
|
0.20% |
| Charles P. Howard Director of West Suburban |
|
2,226 |
|
0.51% |
| Peggy P. LoCicero Director of West Suburban |
|
6,969 |
|
1.61% |
| Keith W. Acker Chief Operations Officer of West Suburban and President and Director of the Bank |
|
25,392 |
|
5.87% |
| Michael P. Brosnahan Vice President of West Suburban and Senior Vice President, Loans of the Bank |
|
1,277 |
|
0.30% |
| All directors and executive officers of West Suburban as a group (7 persons) |
|
58,631 |
|
13.56% |
| All directors and executive officers of the Company as a group (29 persons) |
|
134,514 |
|
31.10% |
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
representations made to West Suburban by any such reporting person concerning whether a Form 5 was required to be filed for the 1999 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 1999.
Presented below is a Summary Compensation Table that sets forth the remuneration of the Company's Chief Executive Officer and the four most highly compensated executive officers of the Company whose salary and bonus exceeded $100,000 during the fiscal year ended December 31, 1999:
| |
Annual Compensation |
|
||||||
|---|---|---|---|---|---|---|---|---|
| Name and Principal Position |
All Other Compensation(3) |
|||||||
| Year |
Salary(1) |
Bonus(2) |
||||||
| Kevin J. Acker | 1999 | $285,784 | $18,902 | $24,000 | ||||
| Chairman of the Board, Vice | 1998 | $249,621 | $25,000 | $24,000 | ||||
| President and Director of West | 1997 | $242,679 | $25,000 | $24,000 | ||||
| Suburban and Senior Vice President, | ||||||||
| Marketing of the Bank | ||||||||
| Keith W. Acker |
|
1999 |
|
$314,684 |
|
$20,570 |
|
$24,000 |
| Chief Operations Officer of West | 1998 | $249,650 | $25,000 | $24,000 | ||||
| Suburban and President and | 1997 | $242,680 | $25,000 | $24,000 | ||||
| Director of the Bank | ||||||||
| Michael P. Brosnahan |
|
1999 |
|
$241,129 |
|
$15,886 |
|
$24,000 |
| Vice President of West Suburban and | 1998 | $217,069 | $15,000 | $24,000 | ||||
| Senior Vice President, Lending | 1997 | $208,425 | $15,000 | $24,000 | ||||
| of the Bank | ||||||||
| Duane G. Debs |
|
1999 |
|
$227,315 |
|
$14,838 |
|
$24,000 |
| President, Chief Financial Officer | 1998 | $192,755 | $25,000 | $24,000 | ||||
| and Director of West Suburban and | 1997 | $187,654 | $25,000 | $24,000 | ||||
| Senior Vice President and | ||||||||
| Comptroller of the Bank | ||||||||
| James T. Chippas |
|
1999 |
|
$112,159 |
|
$5,000 |
|
$11,167 |
| Senior Vice President, Consumer | 1998 | $65,036 | $20,000 | |||||
| Lending of the Bank | ||||||||
6
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, the Board of Directors participates in the administration of the Company's various incentive plans, including the ESOP and reviews in detail all aspects of compensation of its executive officers.
The Company has established an advisory committee comprised of the following individuals to make recommendations to the Board of Directors with regard to matters relating to executive compensation: Mr. David Bell, director of West Suburban; Ms. Peggy P. LoCicero, director of West Suburban and Mr. Charles P. Howard, director of West Suburban. Messrs. Walter T. Myers and John G. Williams, each a director of the Bank have also been appointed to this advisory committee.
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 compensation amount and a benefit under the ESOP, as well as a discretionary bonus that has generally been awarded based upon the performance of the Company. Participation in the ESOP is not only intended to provide a retirement benefit to the executive officers, but to also serve as incentive compensation that is directly contingent upon performance of the Company. During 1999, based on benchmarks established by the Board of Directors, the Board determined that the Company's three year average return on shareholder's equity was sufficient to award bonus amounts of $18,902 to Mr. Kevin J. Acker, $20,570 to Keith W. Acker, $15,886 to Duane G. Debs and $14,838 to Mr. Michael P. Brosnahan. In addition, the Board of Directors also awarded Mr. Chippas a discretionary bonus of $5,000. 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. West Suburban did not employ a separate methodology to review the compensation of its chief executive.
The Board of Directors and the advisory committee retained Crowe, Chizek and Company LLP to provide comparative compensation information so as to enable the Board of Directors to evaluate the manner in which the compensation levels of its executive officers compare to executives at peer organizations. Crowe, Chizek and Company 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.
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 2000 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
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 (based on their similarity in size, loan portfolios and business markets) a peer group consisting of the following six 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. and Old Second Bancorp, Inc. Although in prior years, the index of peer companies has included Pinnacle Banc Group, Inc., Pinnacle is not included in the index presented below because it was acquired during 1999. In addition, Merchants Bancorp, Inc. and Grand Premier Financial, Inc. have disclosed that they have agreed to be acquired in separate transactions that are scheduled to be consummated during 2000.
[Performance graph]
8
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 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.
| |
Total Return Based on Initial Investment of $100.00 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
1994 |
1995 |
1996 |
1997 |
1998 |
1999 |
||||||
| The Company | $100.00 | $115.95 | $162.38 | $214.25 | $247.80 | $265.72 | ||||||
| Peer Group |
|
$100.00 |
|
$115.29 |
|
$148.02 |
|
$216.20 |
|
$210.97 |
|
$236.33 |
| S&P 500 |
|
$100.00 |
|
$137.58 |
|
$169.17 |
|
$225.61 |
|
$290.09 |
|
$351.13 |
The Total Returns of the companies included in the above peer group have been assigned various weights based on their relative market capitalizations. The weights assigned to each company included in the above peer group are as follows:
| |
Annual Market Capitalization Weights (%) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| |
1995 |
1996 |
1997 |
1998 |
1999 |
|||||
| AMCORE Financial, Inc. | 37.9% | 41.0% | 35.5% | 44.0% | 42.5% | |||||
| First Busey Corporation | 31.5% | 27.8% | 23.1% | 10.3% | 16.1% | |||||
| First Oak Brook Bancshares, Inc. | 5.6% | 5.5% | 4.0% | 5.6% | 4.4% | |||||
| Grand Premier Financial Inc. | 0.0% | 0.0% | 18.6% | 18.5% | 17.3% | |||||
| Merchants Bancorp, Inc. | 9.8% | 10.5% | 7.6% | 9.5% | 9.4% | |||||
| Old Second Bancorp, Inc. | 15.2% | 15.2% | 11.2% | 12.1% | 10.3% | |||||
| 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | ||||||
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"). 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 similar 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 2000 equal to $258,391 for Kevin J. Acker; $283,391 for Keith W. Acker; $213,172 for Michael P. Brosnahan, $197,463 for Duane G. Debs and $135,000 for James T. Chippas. The Covered Executives received cash bonuses in the following amounts: $18,902 to Kevin J. Acker; $20,570 to Keith W. Acker; $15,886 to Michael P. Brosnahan; and $14,838 to Duane G. Debs based on certain factors that included the performance of the Company during 1999. Mr. Chippas received a bonus of $5,000. The current term of the Employment Agreements of each Covered Executive ends December 31, 2002, and is extended annually for an additional one-year period unless the Company or a Covered Executive provides a notice of non-renewal at least 60 days prior to the anniversary thereof. Each Employment Agreement terminates upon the Covered Executive's death or disability. The Company is obligated to pay or provide to the Covered Executive salary and
9
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, the Covered Executive would be entitled to a payment equal to, in the case of Messrs. Keith and Kevin Acker, one and one-half times their then current annual base salary, in the case of Messrs. Debs and Brosnahan, nine times their then current monthly base salary and, in the case of Mr. Chippas, six times his then current monthly base salary. 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. Chippas. 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. Loans to them do not involve more than the normal risk of collectibility and were made on substantially the same terms, including interest rates and collateral provided, as those prevailing for comparable loans in transactions with others.
Proposals of shareholders intended to be presented at the 2001 Annual Meeting of Shareholders must be received by the Secretary of West Suburban, 711 South Meyers Road, Lombard, Illinois 60148, no later than December 15, 2000 in order for such proposal to be included in West Suburban's 2001 Proxy Statement.
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.
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The Company will furnish without charge a copy of its report on Form 10-K for the fiscal year ended December 31, 1999, 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., 2800 South Finley Road, Downers Grove, Illinois 60515.
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
5, 2000
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.
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 10th day of May, 2000 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 | ||||||
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Kevin J. Acker |
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David S. Bell |
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Duane G. Debs |
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Charles P. Howard |
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Peggy P. LoCicero |
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Ratification of Crowe, Chizek and Company LLP as the Company's independent auditors. |
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Abstain |
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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. |
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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: |
, 2000 |
| Please Sign Here: |
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| Print Name: |
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