<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
ANCHOR BANCORP WISCONSIN 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>
[ANCHOR BANCORP WISCONSIN INC. LETTERHEAD]
June 13, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Anchor BanCorp Wisconsin Inc. The meeting will be held at the Crowne Plaza -
Madison (formerly the Holiday Inn - East Towne), 4402 E. Washington Avenue,
Madison, Wisconsin, on Tuesday, July 22, 1997 at 2:00 p.m., Central Time. The
matters to be considered by stockholders at the Annual Meeting are described in
the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Anchor BanCorp Wisconsin Inc. are
sincerely appreciated.
Sincerely,
/s/ Douglas J. Timmerman
Douglas J. Timmerman
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
25 WEST MAIN STREET
MADISON, WISCONSIN 53703
(608) 252-8700
---------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 22, 1997
---------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Anchor BanCorp Wisconsin Inc. (the "Company") will be held at the
Crowne Plaza - Madison (formerly the Holiday Inn - East Towne), 4402 E.
Washington Avenue, Madison, Wisconsin, on Tuesday, July 22, 1997 at 2:00 p.m.,
Central Time, for the following purposes, all of which are more completely set
forth in the accompanying Proxy Statement:
(1) To elect three (3) directors for a three-year term, and in each case
until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Ernst & Young
LLP as the Company's independent auditors for the fiscal year ending March 31,
1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed June 6, 1997 as the voting record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Anthony Cattelino
J. Anthony Cattelino
Vice President and Secretary
Madison, Wisconsin
June 13, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
-------------
PROXY STATEMENT
-------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 22, 1997
This Proxy Statement is furnished to holders of common stock, $.10 par
value per share (the "Common Stock"), of Anchor BanCorp Wisconsin Inc. (the
"Company"), the principal asset of which is all of the outstanding capital stock
of AnchorBank, S.S.B. (the "Bank"). Proxies are being solicited on behalf of
the Board of Directors of the Company to be used at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the Crowne Plaza - Madison
(formerly the Holiday Inn Madison - East Towne), 4402 E. Washington Avenue,
Madison, Wisconsin, on Tuesday, July 22, 1997 at 2:00 p.m., Central Time, and at
any adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about June 13, 1997.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein, for
ratification of the appointment of Ernst & Young LLP as the Company's auditors
for fiscal 1998 and upon the transaction of such other business as may properly
come before the meeting, in accordance with the best judgment of the persons
appointed as proxies. Any stockholder giving a proxy has the power to revoke it
at any time before it is exercised by (i) filing with the Secretary of the
Company written notice thereof (J. Anthony Cattelino, Vice President and
Secretary, Anchor BanCorp Wisconsin Inc., 25 West Main Street, Madison,
Wisconsin 53703); (ii) submitting a duly-executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
2
<PAGE>
VOTING
Only stockholders of record at the close of business on June 6, 1997
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 4,527,117 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Directors will be elected by a plurality of the votes cast and
the affirmative vote of the holders of a majority of the total votes cast on the
proposal at the Annual Meeting is required for approval of the appointment of
Ernst & Young LLP as the Company's independent auditors for fiscal 1998.
Abstentions will be counted for purposes of determining the presence of a
quorum at the Annual Meeting but will not be counted as votes cast. Thus,
abstentions will have no effect on the voting of the proposals at the Annual
Meeting. Under rules applicable to broker-dealers, the proposals to elect
directors and ratify the appointment of independent auditors for fiscal 1998 are
considered "discretionary" items upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions within ten days of the meeting and, thus, there will be no "broker
non-votes" at the Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into three classes which are as equal
in number as possible and that directors shall be elected for three-year terms,
and in each case until their respective successors are elected and qualified.
Pursuant to the Bylaws of the Company, the number of directors of the Company is
currently set at eight.
All of the nominees for director are currently directors of the Company.
No nominee for director is related to any other director or executive officer of
the Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
3
<PAGE>
The following tables present information concerning the nominees for
director and directors of the Company whose terms continue.
NOMINEES FOR DIRECTOR WITH THREE-YEAR TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
---- --- ----------------------------- ---------
<S> <C> <C> <C>
Bruce A. Robertson 73 Director; formerly Vice President of 1987(2)
the Bank from October 1987 until
December 1989; prior thereto Chairman,
President and Chief Executive Officer
of Columbus Federal Savings and Loan
Association until that Association
merged with and into the Bank in
September 1987.
Robert C. Buehner 76 Director; formerly Executive Vice 1984(2)
President and General Counsel of
Provident Savings and Loan
Association from 1970 until 1984.
Holly Cremer Berkenstadt 41 Director; President and Director 1994
of Wisconsin Cheeseman, Inc., a
direct food and gift company located
in Sun Prairie, Wisconsin.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NOMINEES FOR
DIRECTOR.
4
<PAGE>
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH TERMS EXPIRING IN 1998
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since(1)
---- --- ------------------------- ---------
Douglas J. Timmerman 56 Chairman, President and Chief 1971
Executive Officer; has served in
various management positions with
the Bank prior to his appointment
as President in May 1983 and
Chief Executive Officer in May 1985.
Greg M. Larson 47 Director; President and Chief 1992
Executive Officer of Demco, Inc.,
a direct mail school and library
supply company located in
Madison, Wisconsin.
DIRECTORS WITH TERMS EXPIRING IN 1999
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
---- --- ------------------------- ---------
Arlie M. Mucks, Jr. 76 Director; Consultant - Division of 1964
Intercollegiate Athletics External
Relations and Special Events;
previously Special Assistant to the
Chancellor of the University of
Wisconsin - Madison.
Pat Richter 55 Director; Athletic Director of the 1990
University of Wisconsin - Madison
since February 1990; previously
Vice President - Human Resources
for Oscar Mayer Foods Corporation.
Donald D. Kropidlowski 55 Director; Senior Vice President of 1995
the Bank; former Director, President
and Chief Executive Officer of
American Equity Bancorp and American
Equity Bank of Stevens Point.
- ------------
(1) Includes service as director of the Bank.
(2) Excludes service with predecessor institutions.
5
<PAGE>
STOCKHOLDER NOMINATIONS
Article IV, Section 4.14 of the Company's Bylaws governs nominations for
election to the Board of Directors and requires all such nominations, other than
those made by the Board, to be made at a meeting of stockholders called for the
election of directors, and only by a stockholder who has complied with the
notice provisions in that section. Stockholder nominations must be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Company not later than (i) 60 days prior
to the mailing of proxy materials by the Company for the immediately preceding
annual meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the tenth day following the date on which notice of such meeting is first given
to stockholders. Each written notice of a stockholder nomination shall set
forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures. The Company did not receive any
stockholder nominations for director in connection with the upcoming Annual
Meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of four
regular meetings during the fiscal year ended March 31, 1997. No incumbent
director attended fewer than 75% of the aggregate total number of meetings of
the Board of Directors held during the fiscal year ended March 31, 1997, and the
total number of meetings held by all committees on which he or she served during
such year.
The Board of Directors has established an Audit Committee which reviews the
records and affairs of the Company to determine its financial condition, reviews
with management and the independent auditors the systems of internal control,
and monitors the Company's adherence in accounting and financial reporting to
generally accepted accounting principles. Currently, the members of this
committee, which met once during the fiscal year ended March 31, 1997, are
Messrs. Mucks (Chairman), Larson and Buehner and Ms. Berkenstadt.
The Compensation Committee of the Board of Directors determines
compensation for executive officers. During the fiscal year ended March 31,
1997, the members of the Committee were Messrs. Robert C. Buehner (Chairman),
Bruce A. Robertson and Pat Richter. No member
6
<PAGE>
of the Compensation Committee is a current or former officer or employee of
the Company or any of its subsidiaries. The report of the Compensation
Committee with respect to compensation for the Chief Executive Officer and
all other executive officers for the fiscal year ended March 31, 1997 is set
forth below.
The entire Board of Directors of the Company acts as a Nominating Committee
for selection of nominees for election as directors of the Company. The Board,
acting as the Nominating Committee, met one time during the fiscal year ended
March 31, 1997.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to the executive
officers of the Company and the Bank who are not directors.
J. ANTHONY CATTELINO (age 54). Mr. Cattelino currently serves as Vice
President and Secretary of the Company and as Senior Vice President - Marketing
and Retail Administration for the Bank and is responsible for the branch
network, deposit acquisition, consumer lending, marketing and retail operations.
Mr. Cattelino joined the Company in 1974 as Director of Marketing, was promoted
to Vice President of Marketing in 1976 and to his current position in 1985. Mr.
Cattelino is on the Board of Directors of Downtown Madison, Inc. and Anchor
Insurance Services, Inc.
MICHAEL W. HELSER (age 52). Mr. Helser is currently Treasurer and Chief
Financial Officer of the Company and Senior Vice President - Finance and Chief
Financial Officer of the Bank. Mr. Helser joined the Company in 1974 as
Internal Auditor, and was promoted to Vice President - Finance in 1979 and to
his current position in 1985. Prior to joining the Company, Mr. Helser was a
Senior Accountant with the public accounting firm of Ernst & Whinney (now Ernst
& Young LLP), Milwaukee, Wisconsin. Mr. Helser is a certified public
accountant.
RONALD R. OSTERHOLZ (age 48). Mr. Osterholz is currently Vice President -
Human Resources of the Bank. Mr. Osterholz joined the Bank in 1973 and
previously served as Savings Officer, Branch Manager and Branch Coordinator. In
1981, he was named Assistant Vice President and in 1985 was appointed to his
current position. Mr. Osterholz is active in the Wisconsin Savings League,
University of Wisconsin alumni association functions and in various civic
organizations and clubs.
DAVID L. WEIMERT (age 46). Mr. Weimert is currently First Vice President -
Lending Operations. Mr. Weimert joined the Bank in 1991 and has extensive
experience in the financial services industry and has served in various
management capacities at savings associations, mortgage banking companies and
commercial banks. Mr. Weimert served as President of Community Savings and Loan
Association, Fond du Lac, Wisconsin, from 1987 to 1990 and President of First
Financial Corporation, Burbank, California, from 1985 to 1987.
7
<PAGE>
DONALD F. BERTUCCI (age 47). Mr. Bertucci is currently First Vice
President - Loan Administration of the Bank and is responsible for one-to-four
family residential lending. He joined the Bank in 1972 and previously served as
Branch Manager, Mortgage Division Coordinator and Commercial Real Estate Loan
Officer. In 1984, he was appointed Vice President and in 1992 he was appointed
to his current position. Mr. Bertucci is a member of the Madison Board of
Realtors and the Madison Area Mortgage Bankers Association and is a licensed
real estate broker.
DANIEL K. NICHOLS (age 41). Mr. Nichols is currently First Vice
President-Commercial Lending and is responsible for commercial lending,
commercial real estate, credit and quality control. He joined the Bank in
1985 to start up Anchor's commercial lending department. In 1990 he was
promoted to Vice President and became responsible for commercial lending and
commercial real estate. He assumed his present position as First Vice
President in June of 1996. Mr. Nichols holds both a BBA and MBA in finance
from the University of Wisconsin-Madison. He is a Board member of the
Weinert program at the University of Wisconsin and is also actively involved
with Easter Seals and the MACC Fund.
8
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons or
entities, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors of the Company, (iii) certain
executive officers of the Company, and (iv) all directors and executive officers
of the Company and the Bank as a group.
Common Stock Beneficially Owned
as
of June 6, 1997(1)
--------------------------------
Name of Beneficial Owner No. %
- --------------------------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. 362,051(2) 8.0%
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin
Directors:
Holly Cremer Berkenstadt 20,000(3) *
Robert C. Buehner 32,221(4) *
Donald D. Kropidlowski 42,452(5) *
Greg M. Larson 31,442(6) *
Arlie M. Mucks, Jr. 29,660(7) *
Pat Richter 38,187(8) *
Bruce A. Robertson 26,359(9) *
Douglas J. Timmerman 383,021(10) 8.1
Executive officers who are not
Directors:
J. Anthony Cattelino 84,856(11) 1.9
Michael W. Helser 91,906(12) 2.0
David L. Weimert 27,033(13) *
All directors and executive officers 886,036(14) 17.8
of the Company and the Bank as a
group (14 persons)
- -------------
* Represents less than 1% of the outstanding Common Stock.
(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common Stock
if he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or
9
<PAGE>
direct the disposition of the shares. Unless otherwise indicated, a
director has sole voting power and sole investment power with respect to the
indicated shares. Shares which are subject to stock options which are
exercisable within 60 days of the Voting Record Date by an individual or
group are deemed to be outstanding for the purpose of computing the
percentages of Common Stock beneficially owned by the respective individual
or group.
(2) The Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Trust ("Trust")
was established pursuant to the Anchor BanCorp Wisconsin Inc. Employee
Stock Ownership Plan ("ESOP") by an agreement between the Company and
Ronald R. Osterholz, Vice President - Human Resources of the Bank, and
Robert C. Buehner, a director of the Company, who act as trustees of the
plan ("Trustees"). As of the Voting Record Date, all shares held in the
Trust had been allocated to the accounts of participating employees. Under
the terms of the ESOP, the Trustees must vote all allocated shares held in
the ESOP in accordance with the instructions of the participating
employees, and allocated shares for which employees do not give
instructions will be voted in the same ratio on any matter as to those
shares for which instructions are given.
(3) Includes 18,750 shares which may be acquired pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date.
(4) Includes 2,560 shares owned by Mr. Buehner's wife, which Mr. Buehner may be
deemed to beneficially own, and 18,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within 60
days of the Voting Record Date. Does not include shares owned by the ESOP
for which Mr. Buehner is a Trustee.
(5) Includes 9,731 shares held jointly with Mr. Kropidlowski's wife with whom
voting and dispositive power is shared, 2,933 shares held by Mr.
Kropidlowski's wife, which may be deemed to be beneficially owned by Mr.
Kropidlowski, 7,224 shares held in the Company's Retirement Plan allocated
to Mr. Kropidlowski's account, 3,602 shares held in the ESOP allocated to
Mr. Kropidlowski's account, and 16,892 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of the
Voting Record Date.
(6) Includes 4,330 shares held jointly with Mr. Larson's wife, with whom voting
and dispositive power is shared, 862 shares held by Mr. Larson's children,
which may be deemed to be beneficially owned by Mr. Larson, and 18,750
shares which may be acquired pursuant to the exercise of stock options
which are exercisable within 60 days of the Voting Record Date.
(7) Includes 1,160 shares owned by Mr. Mucks' wife, which Mr. Mucks may be
deemed to beneficially own, and 19,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within 60
days of the Voting Record Date.
(8) Includes 512 shares owned by Mr. Richter's wife, which Mr. Richter may be
deemed to beneficially own, and 19,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within 60
days of the Voting Record Date.
(9) Includes 410 shares held in a trust for Mr. Robertson's minor grandchild
for which Mr.
10
<PAGE>
Robertson serves as trustee, 637 shares owned by Mr. Robertson's wife,
which may be deemed to be beneficially owned by Mr. Robertson, and 18,750
shares which may be acquired pursuant to the exercise of stock options
which are exercisable within 60 days of the Voting Record Date.
(10) Includes 127,649 shares held jointly with Mr. Timmerman's wife (including
71,949 shares held in a living trust for their benefit), 32,684 shares
held in the Company's Retirement Plan allocated to Mr. Timmerman's
account, 6,688 shares held in the ESOP allocated to Mr. Timmerman's
account, 12,500 restricted shares granted pursuant to the Company's
Management Recognition Plans and 203,500 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date. Does not include 99,741 shares of Common Stock
held by a rabbi trust established by the Bank to fund certain benefits to
be paid to Mr. Timmerman pursuant to a deferred compensation agreement
entered into between the Bank and Mr. Timmerman, a Supplement Executive
Retirement Plan and an Excess Benefit Plan; Mr. Timmerman does not
possess voting or investment power with respect to such shares. See
"Executive Compensation - Deferred Compensation Agreement" and
"- Supplemental Executive Retirement Plan and Excess Benefit Plan."
(11) Includes 19,625 shares held jointly with Mr. Cattelino's wife, with whom
voting and dispositive power is shared, 125 shares owned by Mr.
Cattelino's wife and 1,000 shares owned by Mr. Cattelino's children,
which Mr. Cattelino may be deemed to beneficially own, 8,702 shares held
in the Company's Retirement Plan allocated to Mr. Cattelino's account,
5,776 shares held in the ESOP allocated to Mr. Cattelino's account, 5,000
restricted shares granted pursuant to the Company's Management
Recognition Plans and 44,628 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting Record
Date. Does not include 2,235 shares of Common Stock held by a rabbi
trust established by the Bank to fund certain benefits pursuant to an
Excess Benefit Plan. See "Executive Compensation - Supplemental
Executive Retirement Plan and Excess Benefit Plan."
(12) Includes 29,300 shares held jointly with Mr. Helser's wife, with whom
voting and dispositive power is shared, 700 shares held by Mr. Helser's
wife in trust for the benefit of their children, which Mr. Helser may be
deemed to beneficially own, 9,105 shares held in the Company's Retirement
Plan allocated to Mr. Helser's account, 5,773 shares held in the ESOP
allocated to Mr. Helser's account, 5,000 restricted shares granted
pursuant to the Company's Management Recognition Plans and 42,028 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
2,235 shares of Common Stock held by a rabbi trust established by the
Bank to fund certain benefits pursuant to an Excess Benefit Plan. See
"Executive Compensation - Supplemental Executive Retirement Plan and
Excess Benefit Plan."
(13) Includes 475 shares held by Mr. Weimert's children, which may be deemed
to be beneficially owned by Mr. Weimert, 1,763 shares held in the
Company's Retirement Plan allocated to Mr. Weimert's account, 4,449
shares held in the ESOP allocated to Mr. Weimert's account, 750
restricted shares granted pursuant to the Company's Management
Recognition Plans and 8,321 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting Record
Date.
(14) Includes 74,382 shares held in the Company's Retirement Plan allocated to
the accounts of executive officers, 25,000 restricted shares granted to
executive officers pursuant to the Company's Management Recognition
Plans, for which executive officers possess sole
11
<PAGE>
voting power and no investment power, and 460,244 shares which executive
officers and directors as a group may acquire pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date. Does
not include 104,211 shares held by a rabbi trust established by the Bank
to fund certain benefits to be paid to certain executive officers of the
Company. See Note 10 above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the 1934 Act, the Company's directors, officers and
any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") and the National Association
of Securities Dealers, Inc. ("NASD") by specific dates. Based on
representations of its directors and officers and copies of the reports that
they have filed with the Commission and the NASD, the Company believes that all
of these filing requirements were satisfied by the Company's directors and
officers during the year ended March 31, 1997.
12
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Company for services rendered in all
capacities during the last three fiscal years to the Chief Executive Officer and
the most highly compensated executive officers of the Company whose total
compensation during the last fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------------
Awards Payouts All Other
Name and Fiscal Other Annual Compensation
Principal Position Year Salary(1) Bonus Compensation(2) (5)
-------------------------------------
Stock LTIP
Grants(3) Options(4) Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 1997 $435,502 $101,697 $0 $42,075 25,500 $0 $73,764
President and Chief 1996 435,000 112,662 0 41,100 41,250 0 70,724
Executive Officer 1995 433,764 104,035 0 0 29,375 0 58,605
J. Anthony Cattelino 1997 $117,887 $ 36,924 $0 $ 3,400 2,128 $0 $46,814
Vice President and 1996 115,275 39,953 0 0 7,500 0 42,608
Secretary 1995 108,813 34,975 0 0 7,500 0 33,123
Michael W. Helser 1997 $117,887 $ 36,924 $0 $ 3,400 2,128 $0 $46,814
Treasurer and Chief 1996 115,275 39,953 0 0 7,500 0 42,574
Financial Officer 1995 108,813 34,975 0 0 7,500 0 33,089
David L. Weimert 1997 $ 94,650 $ 81,418 $0 $ 3,400 1,446 $0 $45,807
Vice President - 1996 92,762 33,115 0 0 2,500 0 39,032
Lending Operations 1995 90,310 29,041 0 0 2,500 0 22,260
Donald D. Kropidlowski 1997 $ 97,988 $ 30,692 $0 $ 3,400 1,500 $0 $44,560
Senior Vice President 1996 71,314 0 0 0 2,500 0 24,253
1995 0 0 0 0 2,500 0 0
</TABLE>
(1) Includes amounts deferred by the executive officer pursuant to the
Company's Retirement Plan, a defined contribution plan which is intended to
qualify under Section 401(k) of the Internal Revenue Code of 1986, as
amended ("Code").
(2) Does not include amounts attributable to miscellaneous benefits received by
executive officers, including the use of automobiles leased by the Company,
payment of club dues and parking privileges. In the opinion of management
of the Company, the costs to the Company of providing such benefits to any
individual executive officer during the indicated periods did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the individual.
(3) Represents the grant of shares of restricted Common Stock pursuant to the
Company's Management Recognition Plans, which were deemed to have had the
indicated value at the date of grant. The aggregate amount of restricted
Common Stock awarded to Mr. Timmerman in fiscal 1997, 1996 and 1995 had a
fair market value of $106,200 at March 31, 1997. The restricted stock
awarded to Messrs. Cattelino, Helser, Weimert and Kropidlowski in fiscal
1997 had a fair market value of $3,400, $3,400, $3,400, and $3,400,
respectively, at March 31, 1997. The awards vest within six months from
the date of grant.
13
<PAGE>
(4) Consists of awards granted pursuant to the Company's 1992 Stock Incentive
Plan or 1995 Stock Incentive Plan which are exercisable at the rate of
either 25%, 33.3%, 50% or 100% per year commencing on the date of grant.
(5) In fiscal 1997, consists of amounts allocated or paid by the Company on
behalf of Messrs. Timmerman, Cattelino, Helser, Weimert and Kropidlowski
pursuant to the Company's ESOP of $43,409, $43,277, $43,277, $42,967 and
$36,020, respectively, and the Company's Retirement Plan of $7,255, $3,537,
$3,537, $2,840 and $2,940, respectively, as well as the payment of
director's fees to Messrs. Timmerman and Kropidlowski in the amount of
$23,100 and $5,600, respectively.
STOCK OPTIONS
The following table sets forth certain information concerning individual
grants of stock options pursuant to the Company's 1992 Stock Incentive Plan or
1995 Stock Incentive Plan awarded to the named executive officers during the
year ended March 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Individual Grants of Stock Price Appreciation
for Option Term(3)
- ------------------------------------------------------------------------------------------- ------------------------------
Options % of Total Options Granted Exercise Expiration
Name Granted to Employees(1) Price(2) Date 5% 10%
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 25,500 42.2% $34.00 7/16/06 $1,412,190 $2,248,845
- ----------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 2,128 3.5 34.00 7/16/06 117,849 187,668
- ----------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 2,128 3.5 34.00 7/16/06 117,849 187,668
- ----------------------------------------------------------------------------------------------------------------------------
David L. Weimert 1,446 2.4 34.00 7/16/06 80,079 127,523
- ----------------------------------------------------------------------------------------------------------------------------
Donald D. Kropidlowski 1,500 2.5 34.00 7/16/06 83,070 132,285
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Percentage of options granted to all employees during the fiscal year ended
March 31, 1997.
(2) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(3) Assumes compounded rates of return for the remaining life of the options
and future stock prices of $55.38 and $88.19 at compounded rates of return
of 5% and 10%, respectively.
14
<PAGE>
The following table sets forth certain information concerning exercises of
stock options granted pursuant to the Company's stock option plans by the named
executive officers during the fiscal year ended March 31, 1997 and options held
at March 31, 1997.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Options Value of Unexercised Options at
Shares at Year End Year End(1)
Acquired on Value
Name Exercise Realized -------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 7,250 $185,844 178,000 25,500 $5,165,425 $261,375
- ----------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 3,500 87,063 42,500 2,128 1,265,000 21,812
- ----------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 4,000 100,375 40,900 2,128 1,207,000 21,812
- ----------------------------------------------------------------------------------------------------------------------------
David L. Weimert 4,170 112,494 5,192 3,129 118,841 47,324
- ----------------------------------------------------------------------------------------------------------------------------
Donald D. Kropidlowski 0 0 12,313 1,500 424,590 15,375
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on a per share market price of $44.25 at March 31, 1997.
COMPENSATION OF DIRECTORS
BOARD FEES. Each member of the Board of Directors of the Company is paid a
fee of $1,400 for each regular quarterly Board meeting attended. In addition,
each director of the Bank also is paid a fee of $1,400 for each regular meeting
of the Board of Directors of the Bank attended. Directors of the Company and
the Bank also receive a fee of $300 for each regular committee meeting of the
Board attended and $700 for each special Board meeting attended.
DIRECTORS' DEFERRED COMPENSATION PLAN. The Company and the Bank maintain
plans under which members of their Boards of Directors may elect to defer
receipt of all or a portion of their director's fees. Under the plans, the
Company and the Bank are obligated to repay the deferred fees, semi-annually
over a five year period together with interest at a stated rate, upon the
participating director's resignation from the Board of Directors. During the
year ended March 31, 1997, no director deferred funds pursuant to these deferred
compensation plans.
DIRECTORS' STOCK OPTION PLANS. The Company has adopted the 1992 Directors'
Stock Option Plan (the "1992 Directors' Plan") and the 1995 Stock Option Plan
for Non-Employee Directors (1995 Directors' Plan") each of which provides for
the grant of compensatory stock options to non-employee directors of the Company
and the Bank. Pursuant to the 1992 Directors' Plan, each director of the
Company or the Bank who is not an employee of the Company or any subsidiary was
granted an option to purchase 5,000 shares of Common Stock at the actual
purchase price of a share of Common Stock in the Company's initial public
offering thereof on July 15, 1992. Pursuant to the 1995 Directors' Plan, each
non-employee director was granted an option to purchase 10,000 shares of Common
Stock on May 12, 1995, the date the 1995 Directors' Plan was approved by the
Board of Directors. In addition, each new non-employee director of the Company
or the Bank will receive similar options to purchase Common Stock upon election
to the Board of Directors. The exercise price of such options is the fair
market value of a share of Common Stock on the date of grant. Options granted
pursuant to the Directors' Plans become vested and exercisable six months from
the date of grant.
15
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
management compensation guidelines reflected in the compensation program offered
to the executive officers of the Company and Bank. The Compensation Committee
of the Company has exclusive jurisdiction over the administration and grants
relating to all Stock Option Plans and/or Management Recognition Plans.
During the 1997 fiscal year, the members of the Committee met three (3)
times. The members of the Compensation Committee of both the Company and the
Bank are identical. No member of the Committee is an employee of the Company or
any subsidiary.
Officers of the Company are not separately compensated for their service in
such capacity and are paid only for their service as officers of the Bank. An
affiliated interest agreement exists between the Company and the Bank. State
and Federal regulators have not taken objection to its terms and conditions,
which seek to fairly reimburse the Bank for activities of any officer or
employee on behalf of the Company.
GENERAL COMPENSATION POLICIES
The broad general salary and benefit policies and procedures are determined
by the Committee. The Committee uses outside consultants, market studies and
published compensation data to review competitive rates of pay, to establish
salary ranges, and to recommend base salary and bonus pay levels.
With respect to the Company's officers other than Mr. Timmerman, the
Compensation Committee considered salary and bonus recommendations prepared by
Mr. Timmerman or other executive officers to determine fiscal 1997 compensation.
The Committee's objective is to offer competitive compensation programs in order
to attract and retain key officers who are crucial to the long-term success of
the Company and the Bank.
In general, the Committee has sought to design a compensation package in
which a significant portion of the compensation paid to senior management
(including named officers) be incentive-based since those individuals have more
control and influence over the direction and performance of the Company and the
Bank. In this way, a direct link is sought between executive compensation and
the annual and long-term performance of the Company and the Bank. Integration
of all decisions regarding stock options and/or grants insures the Committee
that the compensation package is viewed in its entirety on an annual basis.
Following review and approval by the Committee, all issues pertaining to
executive compensation are submitted to the full Board of Directors for their
approval.
EXECUTIVE COMPENSATION
The compensation package offered to the executive officers of the Company
and the Bank reflects the Committee's attempt to mix and balance various
components such as salary, short and long term incentives, stock options and
restricted stock as well as benefits available under the various employee plans.
16
<PAGE>
The Committee continues to utilize through updates, consultant reports on
compensation and benefits appropriate for the Company and the Bank. The
objective continues to focus on the appropriateness and level of compensation
for all executive officers, including the President, and to appropriateness of
various incentive and benefit programs for senior officers.
The Committee closely monitors those elements that are believed to enhance
shareholder value. Included in that analysis are such items as the level of
profits, earnings per share (EPS), return on average equity (ROE), return on
average assets (ROA), operational efficiency (efficiency ratio) as well as the
attainment of personal or unit goals.
The Committee continues to use the peer group (as designed by the
consultant) which includes investor-owned midwestern thrifts, savings banks, and
commercial banks of similar size, organizational complexity, geographic
location, and structure. It was the sole discretion of the Committee as to the
interpretation of or weight given to each performance measure and its
translation into short-term awards. In 1997, it was necessary for the Committee
to make some modification because of the discrepancy created between BIF insured
and SAIF insured peer members. The Committee deemed the impact of the insurance
premium disparity to be significant, and thus they turned to several other
external surveys. One of those was a custom survey provided by SNL Securities
comparing only SAIF insured public companies in the $1 to $5 billion range.
Another survey was provided from the ACB Peer Group Reports provided by the
Policy Development and Economic Research Department of America's Community
Bankers. The Committee also recognizes that through consolidation, the peer
group does change in its absolute makeup. The consultant continues to critique
the substitution of new peer group members as these changes occur. The
Committee is highly desirous of causing the short-term incentive plan to be as
consistent through time as possible. The Committee continues to be pleased with
its effectiveness in motivating senior management.
Stock option grants with deferred vesting, and stock option awards provide
the basis for a long-term incentive program. The objective of these options is
to create a direct link between executive compensation and long-term Company
performance. In determining the appropriate level of stock-based allotments,
the Committee considers the Executive's contribution toward Company and Bank
performance. To encourage growth in shareholder value, stock options are
granted to key management personnel who are in a position and have the
responsibility to make a substantial contribution to the long-term success of
the Company. The Compensation Committee believes this focuses attention on
managing the Company from the perspective of an owner with an equity stake in
the business.
The Committee granted stock options to the executive management group
during fiscal 1997. The executive management group is comprised of Messrs.
Timmerman, Cattelino, Helser, Kropidlowski, Bertucci, Nichols, Osterholz and
Weimert. Options granted were 25,500, 2,128, 2,128, 1,500, 4,387, 4,387, 1,446
and 1,446, respectively. These were granted at 100% of the fair market value as
of the grant date. Accordingly, the value of the options will be completely
dependent on the future market value of the Common Stock.
The Compensation Committee's policy with respect to other employee benefit
plans is to provide competitive benefits to employees of the Company and the
Bank, including executive officers. A competitive comprehensive benefit program
is essential to achieving the goal of retaining and attracting highly-qualified
employees.
17
<PAGE>
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the tax deduction by corporate taxpayers is limited with respect to the
compensation of certain executive officers above specified limits unless such
compensation is based upon performance objectives meeting certain regulatory
criteria or is otherwise excluded from the limitation. Based upon current
compensation levels and the Personnel Committee's commitment to link
compensation with performance as described in this report, the Personnel
Committee currently intends to qualify compensation paid to the executive
officers of the Company and the Bank for deductibility by the Company under
Section 162(m) of the Code.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation paid for fiscal 1997 to the Chief Executive Officer of the
Company and the Bank, Douglas Timmerman, reflects the considered judgment of the
Committee embracing the policy and process described previously.
Mr. Timmerman's base salary was raised to $435,502 for fiscal 1997. This
is an increase of .1% over fiscal 1996. In determining the Chief Executive
Officer's fiscal 1997 salary, the Committee continued to consider salaries
offered by investor owned savings institutions and banks nationwide, as well as
the consultant study referred to previously. In addition, the Committee chose
to consider the Bank's return on assets for the fiscal year 1997 of 0.76% as
compared with .88% for fiscal 1996. Net income decreased to $13.9 million for
fiscal 1997 from $14.5 million the previous year due to a one time after-tax
change of $4.6 million associated with the recapitalization of the Savings
Association Insurance Fund (SAIF). Cash dividends were increased 25% to $.50
per share annually. Total assets grew to $1.9 billion at March 31, 1997. In
establishing the Chief Executive Officer's salary, the Committee also considered
Mr. Timmerman's contribution to controlling the Bank's operating expenses, the
market performance of the Common Stock (see performance information) and Mr.
Timmerman's contribution to the community through his involvement with various
charitable and civic groups.
In addition to his base salary, Mr. Timmerman was awarded an incentive
award of $101,697 (23.4% of salary). The bonus was contingent upon the
achievement of goals and targets as determined by the Committee. Mr. Timmerman
also received an award of 1,200 MRP shares during fiscal 1997 as part of his
payout under the Incentive Compensation Program.
Dated May 14, 1997
Respectfully submitted:
Robert C. Buehner, Chairman
Pat Richter, Director
Bruce A. Robertson, Director
18
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since the Company's initial issuance of
Common Stock in July 1992 with (i) the yearly cumulative total return on the
stocks included in the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") Stock Market Index (for United States companies)
and (ii) the yearly cumulative total return on the stocks included in the Media
General Peer Group Index. All of these cumulative returns are computed assuming
the reinvestment of dividends at the frequency with which dividends were paid
during the applicable years.
Performance Graph
Media General NASDAQ Stock
ABCW Peer Group Index Market (US)
---- ---------------- -----------
7/16/92 100.00 100.00 100.00
3/31/93 179.75 126.68 114.52
3/31/94 184.62 130.40 132.35
3/31/95 269.58 147.76 140.41
3/31/96 345.70 209.01 188.86
3/31/97 459.36 290.99 211.29
19
<PAGE>
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") have entered into
employment agreements with Messrs. Timmerman, Cattelino, Helser and
Kropidlowski pursuant to which the Employers agreed to employ these persons
in their current positions for a term of three years, two years, two years
and two years, respectively, at their current salary of $437,000, $119,650,
$119,650 and $99,450, respectively. On an annual basis, the Board of
Directors of the Employers may extend the employment term for an additional
year, following an explicit review by such Boards of Directors of the
officer's employment under the employment agreement. The officer shall have
no right to compensation or other benefits pursuant to the employment
agreement for any period after voluntary termination or termination by the
Employers for cause, retirement or death. In the event that the officer's
employment is terminated due to disability, as defined, he shall be paid 100%
of his salary at the time of termination for a period of one year after
termination and thereafter an annual amount equal to 75% of such salary for
any remaining portion of the employment term, which amounts shall be offset
by payments received from any disability plans of the Employers and/or any
governmental social security or workers compensation program. In the event
that prior to a Change in Control, as defined, (i) the officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreement or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death, the officer shall be entitled to (i) severance payments for a 36-month
period in the case of Mr. Timmerman, a 24-month period in the case of Messrs.
Cattelino and Helser, and a 12-month period in the case of Mr. Kropidlowski
which payments shall be based on the highest rate of base salary of the
officer during the three years preceding the termination of employment, and
(ii) continued participation in all group insurance, life insurance, health
and accident, disability and other employee benefit plans in which the
officer was entitled to participate immediately prior to termination (other
than retirement, deferred compensation and stock compensation plans) until
the earlier of expiration of the applicable severance period and the
officer's obtainment of full time employment by another employer which
provides substantially similar employee benefits at no cost to the officer.
In the event that the officer's employment is terminated by either of the
Employers other than for cause, disability, retirement or death following a
Change in Control, or the officer terminates his employment under such
circumstances because certain adverse actions are taken by the Employers with
respect to the officer's employment during the 24-month period and 12-month
period following a Change in Control in the case of Mr. Timmerman and Messrs.
Cattelino and Helser, respectively, the officer would be entitled to (i)
severance payments for a 36-month period in the Messrs. Timmerman and
Kropidlowski and a 24-month period in the case of Messrs. Cattelino and
Helser, which payments shall be based on the highest rate of base salary of
the officer during the three years preceding the termination of employment
plus the total bonus and incentive compensation paid to or vested in the
officer on the basis of his most recently completed calendar year of
employment, (ii) the benefits specified in clause (ii) in the immediately
preceding sentence for the applicable severance period and (iii) supplemental
benefits under the retirement and deferred compensation plans and individual
insurance policies maintained by the Employers, determined as if the officer
had accumulated the additional years of credited service thereunder that he
would have received had he continued in the employment of the Bank during the
applicable severance period at the annual compensation level represented by
his severance pay. A Change in Control is defined in the employment
agreements to include any change in control of the Company or the Bank that
would be required to be reported under the federal securities laws, as well
as (i) the acquisition by any person of 25% or more of the outstanding voting
securities of the Company or the Bank and (ii) a change in a majority of the
20
<PAGE>
directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.
In May 1996, the Company and the Bank also entered into severance
agreements with Messrs. Osterholz, Weimert and Bertucci. Pursuant to these
agreements, an officer would receive specified benefits in the event that his
employment was terminated by either of the Employers other than for cause,
disability, retirement or death following a Change in Control, as defined above,
or the officer terminated his employment under such circumstances because
certain adverse actions are taken by the Employers with respect to the officer's
employment. The benefits payable under such circumstances consist of (i)
severance payments for a 12-month period or, at the officer's option, a single
cash payment in an amount equal to the amount that would have been paid over the
severance period, (ii) continued participation in all group insurance, life
insurance, health and accident, disability and other employee benefit plans in
which the officer was entitled to participate immediately prior to termination
(other than retirement, deferred compensation or stock compensation plans of the
Employers) until the earlier of expiration of the 12-month severance period and
the officer's obtainment of full-time employment by another employer which
provides substantially similar benefits at no cost to the officer and (iii)
supplemental benefits under the retirement and deferred compensation plans and
individual insurance policies maintained by the Employers, determined as if the
officer had accumulated the additional years of credited service thereunder that
he would have received had he continued in the employment of the Bank during the
applicable severance period at the annual compensation level represented by his
severance pay.
The employment agreements and the severance agreements provide that in the
event that any of the payments to be made thereunder or otherwise upon
termination of employment are deemed to constitute "excess parachute payments"
within the meaning of Section 280G of the Code, then such payments and benefits
received thereunder shall be reduced, in the manner determined by the officer,
by the amount, if any, which is the minimum necessary to result in no portion of
the payments and benefits being non-deductible by the Employers for federal
income tax purposes. Excess parachute payments generally are payments in excess
of three times the recipient's average annual compensation from the employer
includable in the recipient's gross income during the most recent five taxable
years ending before the date on which a change in control of the employer
occurred ("base amount"). Recipients of excess parachute payments are subject
to a 20% excise tax on the amount by which such payments exceed the base amount,
in addition to regular income taxes, and payments in excess of the base amount
are not deductible by the employer as compensation expense for federal income
tax purposes.
DEFERRED COMPENSATION AGREEMENT
In December 1986, the Bank and Mr. Timmerman entered into a deferred
compensation agreement pursuant to which the Bank agreed to pay Mr. Timmerman or
his beneficiary the sum of $300,000 over ten years upon his retirement, death,
disability, termination without his consent, or termination for health reasons.
This agreement was amended in July 1992 to provide that the amount to be
distributed thereunder shall be paid in shares of Common Stock based on the
then-existing value of the amount of Common Stock, including fractional shares,
which could be purchased in the initial public offering of Common Stock by the
Company with $300,000 (regardless whether such shares actually were purchased in
this manner). The Bank funded the payment of shares under the deferred
compensation agreement by initially contributing $300,000 (which it previously
had expensed for financial statement reporting purposes) and an additional
21
<PAGE>
$90,000 to a rabbi trust (the "Trust") which purchased 30,000 shares of Common
Stock in the open market following consummation of the initial public offering.
The shares of Common Stock held in the Trust are voted by an independent trustee
prior to distribution to Mr. Timmerman in accordance with the terms of the
deferred compensation agreement.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND EXCESS BENEFIT PLAN
In fiscal 1994, the Bank adopted a Supplemental Executive Retirement Plan
("SERP") in order to supplement the retirement benefits of Mr. Timmerman, and
any other officers of the Bank who may be designated pursuant to the SERP, to be
received pursuant to the Company's Retirement Plan and the ESOP. Under the
SERP, upon retirement from the Company or the Bank at or after the participant's
normal retirement date of age 62, a participant shall be entitled to receive an
annual retirement benefit equal to the product of (i) 40% of the participant's
final average earnings and (ii) a factor, no greater than one, the numerator of
which is the participant's years of service and the denominator of which is 15
(the "accrued benefit"). A participant who, with the consent of the
administering committee, retires after the early retirement date of age 55 but
prior to the normal retirement date is entitled to receive an annual benefit
equal to the vested amount of his or her accrued benefit as of the retirement
date, as defined in the SERP, reduced by a factor of .25% for each full month by
which the date of retirement precedes the participant's normal retirement date.
"Final average earnings" is defined in the SERP to mean the average of the
highest annual "considered compensation" received by a participant during any
three of the current and preceding five calendar years. The Company does not
believe that "considered compensation," as defined, differs substantially (by
more than 10%) from that set forth in the Summary Compensation Table set forth
above. At March 31, 1997, Mr. Timmerman's final average earnings amounted to
$515,010 and Mr. Timmerman had 18 years of service with the Bank for purposes of
the SERP.
During fiscal 1994, the Bank also adopted an Excess Benefit Plan ("EBP")
for the purpose of permitting employees of the Bank who may be designated
pursuant to the EBP to receive certain benefits that the employee otherwise
would be eligible to receive under the Company's Retirement Plan and ESOP but
for the limitations set forth in Sections 401(a)(17), 402(g) and 415 of the
Code. During fiscal 1994, Mr. Timmerman was designated as a participant in the
EBP, and during fiscal 1995 Messrs. Helser and Cattelino were designated as
participants in the EBP. Pursuant to the EBP, during any fiscal year the Bank
generally shall permit a participant to defer the excess of (i) the amount of
salary that a participant would have been able to defer under the Retirement
Plan but for limitations in the Code over (ii) the actual amount of salary
actually deferred by the participant pursuant to the Retirement Plan (provided
that the participant executes a supplemental deferral agreement at the times and
in the manner set forth in the EBP). The EBP also generally provides that
during any fiscal year the Bank shall make matching contributions on behalf of
the participant in an amount equal to the amount of matching contributions that
would have been made by the Bank on behalf of the participant but for
limitations in the Code, less the actual amount of matching contributions
actually made by the Bank on behalf of the participant. Finally, the EBP
generally provides that during any fiscal year a participant shall receive a
supplemental ESOP allocation in an amount equal to the amount which would have
been allocated to the participant but for limitations in the Code, less the
amount actually allocated to the participant pursuant to the ESOP. The
supplemental benefits to be received by a participant pursuant to the EBP shall
be credited to an account maintained pursuant to the EBP within 30 days after
the end of each fiscal year.
22
<PAGE>
During fiscal 1994, the Bank also amended the Trust to permit contributions
by the Bank to fund the Bank's obligations under the SERP and the EBP, and in
April 1994 the Bank amended the EBP to provide that a participant may elect to
direct that amounts credited to the participant's account thereunder shall be
treated as if they were actually invested in an interest bearing account, shares
of Common Stock or in shares of a mutual fund selected by the participant.
EMPLOYEE LOAN PROGRAMS
In accordance with applicable federal laws and regulations, the Bank used
to offer mortgage loans to its directors, officers and employees for the
financing of their primary residences and certain other loans. Generally,
prior to the Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA"), the Bank offered mortgage loans to its directors and
executive officers with interest rates equal to the Bank's cost of funds
rounded up to the next highest one-quarter percentage. In addition, loan
commitment fees were waived. Consumer loans up to $25,000 were offered to
the same individuals at the Bank's cost of funds plus one-half percent
rounded to the nearest one-quarter percent. Employees were offered similar
preferential terms but at slightly higher interest rates. Except for
interest rates and fees, loans made to directors, officers and employees
generally were made on substantially the same terms as those prevailing at
the time for comparable transactions with non-affiliated persons. It is the
belief of management that these loans neither involve more than the normal
risk of collectibility nor present other unfavorable features.
As a result of FIRREA's application of Section 22(h) of the Federal Reserve
Act to savings associations, any credit extended by a savings association, such
as the Bank, and its subsidiaries to its executive officers, directors and, to
the extent otherwise permitted, principal stockholder(s), or any related
interest of the foregoing, must (i) be on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions by the savings association with non-affiliated parties;
(ii) be pursuant to underwriting standards that are no less stringent than those
applicable to comparable transactions with non-affiliated parties; (iii) not
involve more than the normal risk of repayment or present other unfavorable
features; and (iv) not exceed, in the aggregate, the institution's unimpaired
capital and surplus, as defined. Subsequent to the enactment of FIRREA in
August 1989, the Bank adopted a policy to no longer make loans at preferential
interest rates to its directors and officers with a title of vice president or
above. At March 31, 1997, the Bank had 14 loans with an aggregate principal
balance of $1.3 million outstanding to directors and officers with a title of
vice president or above, which represented 1.1% of the Bank's unimpaired capital
and surplus at such date.
23
<PAGE>
The following table sets forth information as to all directors and
executive officers, including members of their immediate families and affiliated
entities, who had loans with the Bank aggregating $60,000 or more during the
fiscal year ended March 31, 1997.
<TABLE>
<CAPTION>
Name and Position or Nature of Year Loan Highest Balance Principal Interest Rate as
Relationship Indebtedness(1) Made from April 1, 1996 Balance at of March 31,
to March 31, 1997 March 31, 1997 1997
- --------------------- ------------------------ -------- ------------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Pat Richter Residential Mortgage 1993 $383,183 $363,191 6.625%
Director
Douglas J. Timmerman Residential Mortgage 1988 123,494 110,202 4.000
Chairman, President and
Chief Executive Officer
J. Anthony Cattelino Line of Credit 1995 39,159 39,159 9.750
Senior Vice President - 2nd Mortgage 1993 11,764 7,114 7.750
Marketing and Retail Residential Mortgage 1987 116,651 113,511 5.250
Administration
Ronald R. Osterholz Second Mortgage 1995 20,321 0 8.900
Vice President - Human Second Mortgage 1996 23,500 0 8.000
Resources Consumer Loan 1996 5,000 0 9.250
Second Mortgage 1996 30,000 28,373 8.000
Consumer Loan 1997 5,000 0 9.250
Consumer Loan 1997 10,000 10,000 9.250
Residential Mortgage 1997 103,651 100,550 4.000
David L. Weimert Residential Mortgage 1993 122,211 109,008 6.250
Vice President - Lending
Operations
Donald F. Bertucci Line of Credit 1996 5,900 5,383 9.250
Vice President - Loan Residential Mortgage 1993 73,379 70,973 7.520
Administration
Donald Kropidlowski Residential Mortgage 1994 131,899 110,661 8.250
Director
Daniel K. Nichols Line of Credit 1996 77,089 0 9.750
First Vice President - Residential Mortgage 1993 173,545 168,668 6.250
Commercial Lending
</TABLE>
- ----------------
(1) Loans are secured by borrower's principal residence, except as otherwise
indicated.
24
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending March 31, 1998, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
The Company has been advised by Ernst & Young LLP that neither that firm
nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Ernst & Young LLP will have one or
more representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING MARCH 31, 1998.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in July 1998, must be received at the
principal executive offices of the Company, 25 West Main Street, Madison,
Wisconsin 53703, Attention: J. Anthony Cattelino, Vice President and Secretary,
no later than February 14, 1998. If such proposal is in compliance with all of
the requirements of Rule 14a-8 under the 1934 Act, it will be included in the
proxy statement and set forth on the form of proxy issued for such annual
meeting of stockholders. It is urged that any such proposals be sent certified
mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article II, Section 2.17 of the
Company's Bylaws, which provides that business at an annual meeting of
stockholders must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days prior to the anniversary date of the mailing of
the proxy materials by the Company for the immediately preceding annual meeting.
A stockholder's notice must set forth as to each matter the stockholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting, (b) the name and address, as
they appear on the Company's books, of the stockholder proposing such business,
(c) the class and number of shares of Common Stock of the Company which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business.
25
<PAGE>
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended March
31, 1997 accompanies this Proxy Statement. Such annual report is not part of
the proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
26
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs Old Kent Bank, the Trustee of the Trust
created pursuant to the AnchorBank, S.S.B. Retirement Plan ("Retirement Plan"),
to vote the shares of Common Stock of Anchor BanCorp Wisconsin, Inc. (the
"Company") which were allocated to my account as of June 6, 1997, pursuant to
the Retirement Plan upon the following proposals to be presented at the Annual
Meeting of Stockholders of the Company to be held on July 22, 1997.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
- --------------------------------------------------------------------------------
ANCHOR BANCORP WISCONSIN INC. 1997 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1 - Bruce A. Robertson 2 - Robert C. Buehner
(FOR THREE-YEAR TERM) 3 - Holly Cremer Berkenstadt
/ / FOR all / / WITHHOLD AUTHORITY
nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(Instructions: To withhold authority to vote for ------------------------
any indicated nominee, write the number(s) of the ---
nominee(s) in the box provided to the right.) ------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
Address Change? Date
MARK BOX / / --------------------------
Indicate changes below:
NO. OF SHARES
-----------------------------------
-----------------------------------
Signature(s) in Box
If you return this card properly signed but
do not otherwise specify, shares will be
voted FOR election of the Board of Directors'
nominees to the Board of Directors and FOR
Proposal 2. If you do not return the card,
shares will be voted by the Trustee of the
Retirement Plan.
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANCHOR
BANCORP WISCONSIN INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 22, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 6, 1997,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Crowne Plaza, formerly the Holiday Inn - East Towne, 4402 E. Washington
Avenue, Madison, Wisconsin, on July 22, 1997, at 2:00 p.m., Central Time, and at
any adjournment of said meeting, and thereat to act with respect to all votes
that the undersigned would be entitled to cast, if then personally present, as
follows:
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
- PLEASE MARK, SIGN, DATE, DETACH BELOW AND RETURN THE PROXY CARD -
PROMPTLY USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
ANCHOR BANCORP WISCONSIN INC. 1997 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1 - Bruce A. Robertson 2 - Robert C. Buehner
(FOR THREE-YEAR TERM) 3 - Holly Cremer Berkenstadt
/ / FOR all / / WITHHOLD AUTHORITY
nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(Instructions: To withhold authority to vote for ------------------------
any indicated nominee, write the number(s) of the ---
nominee(s) in the box provided to the right.) ------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before this meeting.
Address Change? Date
MARK BOX / / --------------------------
Indicate changes below:
NO. OF SHARES
-----------------------------------
-----------------------------------
Signature(s) in Box
Please sign this exactly as your name(s)
appear(s) on this proxy. When signing in a
representative capacity, please give title.
When shares are held jointly, only one holder
need sign.
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created pursuant
to the Employee Stock Ownership Plan ("ESOP") of Anchor BanCorp Wisconsin, Inc.
(the "Company"), to vote the shares of Common Stock of the Company which were
allocated to my account as of June 6, 1997, pursuant to the ESOP upon the
following proposals to be presented at the Annual Meeting of Stockholders of the
Company to be held on July 22, 1997.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
- DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED -
- --------------------------------------------------------------------------------
ANCHOR BANCORP WISCONSIN INC. 1997 ANNUAL MEETING
1. ELECTION OF DIRECTORS: 1 - Bruce A. Robertson 2 - Robert C. Buehner
(FOR THREE-YEAR TERM) 3 - Holly Cremer Berkenstadt
/ / FOR all / / WITHHOLD AUTHORITY
nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(Instructions: To withhold authority to vote for ------------------------
any indicated nominee, write the number(s) of the ---
nominee(s) in the box provided to the right.) ------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
Address Change? Date
MARK BOX / / --------------------------
Indicate changes below:
NO. OF SHARES
-----------------------------------
-----------------------------------
Signature(s) in Box
If you return this card properly signed but
do not otherwise specify, shares will be
voted FOR election of the Board of Directors'
nominees to the Board of Directors and FOR
Proposal 2. If you do not return this card,
shares will be voted by the Trustees of the
ESOP in the same proportion as the allocated
shares under the ESOP have voted.
<PAGE>
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created pursuant
to the Management Recognition Plans ("Recognition Plans") of Anchor BanCorp
Wisconsin, Inc. (the "Company"), to vote the shares of Common Stock of the
Company which were granted to me as of June 6, 1997 pursuant to the Recognition
Plans upon the following proposals to be presented at the Annual Meeting of
Stockholders of the Company to be held on July 22, 1997.
1. ELECTION OF DIRECTORS
/ / FOR all / / WITHHOLD AUTHORITY
nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
Nominees for three-year term: Bruce A. Robertson, Robert C. Buehner, Holly
Cremer Berkenstadt.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before this meeting.
The Company's Board of Directors recommends a vote FOR election of the
Board of Directors' nominees to the Board of Directors and FOR Proposal 2. Such
votes are hereby solicited by the Board of Directors.
Dated: , 1997
--------------------
-----------------------------------
Signature
If you return this card properly signed but
do not otherwise specify, shares will be
voted FOR election of the Board of Directors'
nominees to the Board of Directors and FOR
Proposal 2. If you do not return this card,
shares will be voted by the Trustees of the
Recognition Plans.
<PAGE>
[LETTERHEAD]
June 13, 1997
To: Persons Granted Restricted Stock Under the Management Recognition Plans of
Anchor BanCorp Wisconsin Inc.
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with
the proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Company's Management Recognition Plans ("Recognition Plans")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
restricted shares granted to you and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Recognition Plans by marking, dating, signing and returning the enclosed
voting instruction ballot to the Administrators of the Recognition Plans in the
accompanying envelope. The Plan Administrators will certify the totals to the
Company for the purpose of having those shares voted by the Trustees of the
Recognition Plans.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Recognition
Plans are not received, the shares granted to you will be voted by the Trustees
of the Recognition Plans. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
granted to you under the Recognition Plans. You will receive other voting
materials for those shares owned by you individually and not under the
Recognition Plans.
Sincerely,
/s/ Douglas J. Timmerman
- -----------------------------
Douglas J. Timmerman
President
sgb
<PAGE>
[LETTERHEAD]
June 13, 1997
To: Participants in the Retirement Plan of AnchorBank, S.S.B.
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on a
confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the AnchorBank Retirement Plan ("Retirement
Plan") will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Retirement Plan by marking, dating, signing and returning the enclosed
voting instruction ballot to Old Kent Bank, the trustee of the Retirement Plan
(the "Trustee"), in the accompanying envelope. Your voting instructions will
remain completely confidental. Only representatives of the Trustee, which will
tabulate the voting instructions, will have access to your ballots. The
Trustee will certify the totals to the Company for the purpose of having those
shares voted. No person associated with the Company or the Bank will see the
individual voting instructions.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Retirement Plan
are not received, the shares allocated to your account will be voted by Trustee.
While I hope that you will vote in the manner recommended by the Board of
Directors, the most important thing is that you vote in whatever manner you
deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
allocated to your account under the Retirement Plan. You will receive other
voting materials for those shares owned by individually and not under the
Retirement Plan.
Sincerely,
/s/ Douglas J. Timmerman
- ----------------------------
Douglas J. Timmerman
President
<PAGE>
[LETTERHEAD]
June 13, 1997
To: Participants in the Anchor BanCorp Wisconsin Inc. Employee Stock Ownership
Plan
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of Common Stock of the Company allocated to your account
under the Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Plan ("ESOP")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the ESOP by marking, dating, signing and returning the enclosed voting
instruction ballot to the Administrators of the ESOP in the accompanying
envelope. The ESOP Administrators will certify the totals to the Company for
the purpose of having those shares voted by the Trustees of the ESOP.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted by the Trustees in
the same ratio on each matter for which instructions for allocated shares are
received from all participants. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note the enclosed material relates to those shares which have been
allocated to your account under the ESOP. You will receive other voting
materials for those shares owned by you individually and not under the ESOP.
Sincerely,
/s/ Douglas J. Timmerman
------------------------
Douglas J. Timmerman
President
