<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 14a-11(c) or Rule 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 too (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> 2
June 19, 1998
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, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July 28,
1998 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> 3
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 28, 1998
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, 4402 E. Washington Avenue, Madison, Wisconsin, on
Tuesday, July 28, 1998 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 two (2) 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,
1999;
(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 12, 1998 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 19, 1998
================================================================================
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> 4
ANCHOR BANCORP WISCONSIN INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1998
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, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July 28,
1998 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 19, 1998.
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 1999 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> 5
VOTING
Only stockholders of record at the close of business on June 12, 1998
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 8,924,135 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 1999.
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 1999
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> 6
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 2001
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
- -------------------- --- ------------------------------------------ ---------
Douglas J. Timmerman 57 Chairman; President and Chief Executive 1971
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 48 Director; President and Chief Executive 1992
Officer of Demco, Inc., a direct mail
school and library supply company located
in Madison, Wisconsin.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NOMINEES FOR
DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
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. 77 Director; Consultant - Division of 1964
Intercollegiate Athletics External
Relations and Special Events;
previously Special Assistant to the
Chancellor of the University of
Wisconsin - Madison; previously
Executive Director - Wisconsin Alumni
Association.
Pat Richter 56 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 56 Director; Senior Vice President of the 1995
Bank; former Director, President and
Chief Executive Officer of American
Equity Bancorp and American Equity Bank
of Stevens Point.
4
<PAGE> 7
DIRECTORS WITH TERMS EXPIRING IN 2000
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
- ------------------------ --- -------------------------------------- ---------
Bruce A. Robertson 74 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 77 Director; formerly Executive Vice 1984(2)
President and General Counsel of
Provident Savings and Loan
Association from 1970 until 1984.
Holly Cremer Berkenstadt 42 Director; President and Director of 1994
Wisconsin Cheeseman, Inc., a direct
food and gift company located in Sun
Prairie, Wisconsin.
- -----------------
(1) Includes service as director of the Bank.
(2) Excludes service with predecessor institutions.
5
<PAGE> 8
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, 1998. 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, 1998, 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, 1998,
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,
1998, the members of the Committee were Messrs. Robert C. Buehner (Chairman),
Bruce A. Robertson and Pat Richter, which met two times.
6
<PAGE> 9
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, 1998.
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 55). 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 53). 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, 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 49). 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 47). 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.
Donald F. Bertucci (age 48). 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.
7
<PAGE> 10
Daniel K. Nichols (age 42). 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 on the Board of Directors of the Easter
Seal Society and a member of the MACC Fund.
8
<PAGE> 11
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 12, 1998 (1)
------------------------------------------
Name of Beneficial Owner No. %
- --------------------------------------------------------------------------------
Anchor BanCorp Wisconsin Inc.
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin 722,732 (2) 8.1%
Directors:
Holly Cremer Berkenstadt 42,000 (3) *
Robert C. Buehner 66,438 (4) *
Donald D. Kropidlowski 75,938 (5) *
Greg M. Larson 53,808 (6) *
Arlie M. Mucks, Jr. 59,320 (7) *
Pat Richter 56,874 (8) *
Bruce A. Robertson 54,718 (9) *
Douglas J. Timmerman 812,985 (10) 8.3
Executive officers who are not
Directors:
J. Anthony Cattelino 164,198 (11) 1.8
Michael W. Helser 170,415 (12) 1.9
David L. Weimert 52,841 (13) *
All directors and executive officers
of the Company and the Bank as a
group (14 persons) 1,767,549 (14) 17.6
- -------------------
* 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> 12
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 35,500 shares which may be acquired pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date.
(4) Includes 21,820 shares held jointly with Mr. Buehner's wife with whom
voting and dispositive power is shared, 5,818 shares owned by Mr.
Buehner's wife, which Mr. Buehner may be deemed to beneficially own, and
38,800 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 23,199 shares held jointly with Mr. Kropidlowski's wife with
whom voting and dispositive power is shared, 15,053 shares held in the
Company's Retirement Plan allocated to Mr. Kropidlowski's account, 7,221
shares held in the ESOP allocated to Mr. Kropidlowski's account, and
27,715 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date.
(6) Includes 8,660 shares held jointly with Mr. Larson's wife, with whom
voting and dispositive power is shared, 1,368 shares held by Mr. Larson's
children, which may be deemed to be beneficially owned by Mr. Larson, and
37,500 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 17,500 shares held jointly with Mr. Muck's wife with whom voting
and dispositive power is shared, 2,320 shares owned by Mr. Mucks' wife,
which Mr. Mucks may be deemed to beneficially own, and 39,500 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 16,350 shares held jointly with Mr. Richter's wife with whom
voting and dispositive power is shared, 1,024 shares owned by Mr.
Richter's wife, which Mr. Richter may be deemed to beneficially own, and
39,500 shares which may be acquired pursuant to the exercise of stock
options which are exercisable within 60 days of the Voting Record Date.
10
<PAGE> 13
(9) Includes 820 shares held in a trust for Mr. Robertson's minor grandchild
for which Mr. Robertson serves as trustee, 1,274 shares owned by Mr.
Robertson's wife, which may be deemed to be beneficially owned by Mr.
Robertson, and 39,500 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 280,846 shares held jointly with Mr. Timmerman's wife (including
226,847 shares held in a living trust for their benefit), 66,736 shares
held in the Company's Retirement Plan allocated to Mr. Timmerman's
account, 13,251 shares held in the ESOP allocated to Mr. Timmerman's
account, 1,200 restricted shares granted pursuant to the Company's
Management Recognition Plans and 410,952 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date. Does not include 211,123 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 57,950 shares held jointly with Mr. Cattelino's wife, with whom
voting and dispositive power is shared, 250 shares owned by Mr.
Cattelino's wife and 2,000 shares owned by Mr. Cattelino's children, which
Mr. Cattelino may be deemed to beneficially own, 17,768 shares held in the
Company's Retirement Plan allocated to Mr. Cattelino's account, 11,474
shares held in the ESOP allocated to Mr. Cattelino's account, and 74,756
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
4,822 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 71,200 shares held jointly with Mr. Helser's wife, with whom
voting and dispositive power is shared, 900 shares held by Mr. Helser's
wife in trust for the benefit of their children, which Mr. Helser may be
deemed to beneficially own, 18,591 shares held in the Company's Retirement
Plan allocated to Mr. Helser's account, 11,468 shares held in the ESOP
allocated to Mr. Helser's account, and 68,256 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date. Does not include 4,822 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 700 shares held by Mr. Weimert's children, which may be deemed
to be beneficially owned by Mr. Weimert, 3,958 shares held in the
Company's Retirement Plan allocated to Mr. Weimert's account, 8,889 shares
held in the ESOP allocated to Mr. Weimert's account, and 12,392 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date.
11
<PAGE> 14
(14) Includes 150,082 shares held in the Company's Retirement Plan allocated
to the accounts of executive officers, 1,200 restricted shares granted to
executive officers pursuant to the Company's Management Recognition Plans,
for which executive officers possess sole voting power and no investment
power, and 886,473 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 220,767 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, 1998.
12
<PAGE> 15
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 1998 $437,002 $135,500 $0 $41,850 70,000 $0 $36,410
President and Chief 1997 435,502 101,697 0 42,075 51,000 0 73,764
Executive Officer 1996 435,000 112,662 0 41,100 82,500 0 70,724
- ------------------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 1998 $120,988 $ 42,398 $0 $ 4,963 15,000 $0 $11,902
Vice President and 1997 117,887 36,924 0 3,400 4,256 0 46,814
Secretary 1996 115,275 39,953 0 0 15,000 0 42,608
- ------------------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 1998 $120,988 $ 42,398 $0 $ 4,963 15,000 $0 $11,902
Treasurer and Chief 1997 117,887 36,924 0 3,400 4,256 0 46,814
Financial Officer 1996 115,275 39,953 0 0 15,000 0 42,574
- ------------------------------------------------------------------------------------------------------------------------------------
Donald D. Kropidlowski 1998 $ 99,948 $ 35,240 $0 $ 4,963 6,000 $0 $17,010
Senior Vice President 1997 97,988 30,692 0 3,400 3,000 0 44,560
1996 71,314 0 0 0 5,000 0 24,253
- ------------------------------------------------------------------------------------------------------------------------------------
David L. Weimert 1998 $ 96,540 $ 37,787 $0 $ 4,963 6,000 $0 $11,168
First Vice President - 1997 94,650 81,418 0 3,400 2,892 0 45,807
Lending Operations 1996 92,762 33,115 0 0 5,000 0 39,032
====================================================================================================================================
</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 awards vest within six months
from the date of grant. The aggregate amount of restricted Common Stock
held by Mr. Timmerman at March 31, 1998 had a fair market value of
$52,800.
13
<PAGE> 16
(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 1998, 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 $8,272, $8,272, $8,272, $8,272 and
$7,612, respectively, and the Company's Retirement Plan of $4,038, $3,630,
$3,630, $2,896 and $2,998, respectively, as well as the payment of
director's fees to Messrs. Timmerman and Kropidlowski in the amount of
$24,100 and $6,400, 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, 1998.
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)
- ----------------------------------------------------------------------------------------------------------------------
% of Total Options Granted Exercise Expiration
Options to Employees (1) Price (2) Date 5% 10%
Name Granted
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 60,000 23.1% $21.5625 06/10/07 $2,107,200 $3,355,800
- ----------------------------------------------------------------------------------------------------------------------
Douglas J. Timmerman 10,000 3.9 33.0625 12/17/07 538,600 857,600
- ----------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 15,000 5.8 21.5625 06/10/07 526,800 838,950
- ----------------------------------------------------------------------------------------------------------------------
Michael W. Helser 15,000 5.8 21.5625 06/10/07 526,800 838,950
- ----------------------------------------------------------------------------------------------------------------------
David L. Weimert 6,000 2.3 21.5625 07/15/07 210,720 335,580
- ----------------------------------------------------------------------------------------------------------------------
Donald D. Kropidlowski 6,000 2.3 21.5625 07/15/07 210,720 335,580
======================================================================================================================
</TABLE>
(1) Percentage of options granted to all employees during the fiscal year
ended March 31, 1998.
(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 $35.12 and $55.93 for grants whose exercise
price of $21.5625 and $53.86 and $85.76 for grants whose exercise price of
$33.0625 at compounded rates of return of 5% and 10%, respectively.
14
<PAGE> 17
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, 1998 and options held
at March 31, 1998.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
====================================================================================================================================
Shares
Acquired on Value Number of Unexercised Options Value of Unexercised Options at Year
Name Exercise Realized at Year End End (1)
----------------------------- ----------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 26,048 $655,820 355,453 95,500 $12,663,326 $2,126,000
- ------------------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 16,500 524,500 69,756 15,000 2,459,287 336,562
- ------------------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 18,300 559,896 65,256 15,000 2,279,287 336,562
- ------------------------------------------------------------------------------------------------------------------------------------
David L. Weimert 6,250 141,094 10,392 6,000 315,834 115,125
- ------------------------------------------------------------------------------------------------------------------------------------
Donald D. Kropidlowski 0 0 33,783 6,000 1,288,787 115,125
====================================================================================================================================
</TABLE>
(1) Based on a per share market price of $44.00 at March 31, 1998.
COMPENSATION OF DIRECTORS
BOARD FEES. Each member of the Board of Directors of the Company is paid
a fee of $1,500 for each regular quarterly Board meeting attended. In
addition, each director of the Bank also is paid a fee of $1,500 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 $350 for each regular committee
meeting of the Board attended and $750 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, 1998, 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 (the "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. Also, each non-employee director
is granted an option to purchase 2,000 shares of Common Stock upon re-election
to the Board. 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> 18
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
developing compensation guidelines reflected in the compensation program
offered to the executive officers of the Company and Bank. In addition to
compensation and benefits, the Compensation Committee of the Company also has
exclusive jurisdiction over the administration and grants relating to all Stock
Option Plans and/or Management Recognition Plans. During the fiscal year ended
March 31, 1998, the members of the Committee were Messrs. Robert C. Buehner
(Chairman), Bruce A. Robertson and Pat Richter. No member 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, 1998 is set forth below.
During the 1998 fiscal year, the Committee met two (2) times. However, it
should be noted that the Committee members meet informally at least quarterly.
The members of the Compensation Committee of both the Company and Bank are
identical. No member of the Committee is an employee of the Company or any
subsidiary. In addition to their basic, overall responsibility for
compensation, the Committee believes its deliberations, recommendations, and
actions meet the SEC Rules to provide certain data and information regarding
the compensation practices of the Company and Bank.
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 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.
The compensation survey information is drawn from both national and regional
financial research organizations that report compensation practices and salary
levels for executive positions at comparable size financial institutions.
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 1998
compensation. The Committee's objective is to offer competitive compensation
programs in order to attract and retain those 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.
16
<PAGE> 19
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.
The Committee continues to utilize consultant reports on compensation and
benefits appropriate for the Company and the Bank. The objective is focused on
the appropriateness and level of compensation for all executive officers,
including the President, and the 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. Of all the financial statistics
reviewed, return on average equity is considered most important.
The Committee continues to use a 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 is 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. The Committee 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 consistent in its application from year to
year. 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.
17
<PAGE> 20
The Committee granted stock options to the executive management group
during fiscal 1998. The executive management group is comprised of Messrs.
Timmerman, Cattelino, Helser, Kropidlowski, Bertucci, Nichols, Osterholz and
Weimert who were granted options to purchase 70,000, 15,000, 15,000, 6,000,
6,000, 6,000, 6,000, and 6,000 shares respectively. Additional options
amounting to 69,600 were granted to other nonexecutive officers. 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. In addition, the Board of Directors approved the
acquisition of 50,000 common shares for the ESOP to benefit all full-time
employees.
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.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended
(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 1998 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 increased to $445,000 for fiscal 1999. This
is an increase of 1.8% over fiscal 1998. In determining the Chief Executive
Officer's fiscal 1999 salary, the Committee continued to consider salaries
offered by publicly 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 1998 of 1.07% as
compared with 0.76% for fiscal 1997. Net income increased to $20.5 million for
fiscal 1998 from $13.9 million the previous year. Additionally, return on
average equity grew from 11.78% in 1997 to 16.20% in 1998; the Company stock
price approximately doubled; and a 2 for 1 stock split was distributed to all
shareholders. Cash dividends were increased by 30.5% to $.32 per share
annually. Total assets grew to $2.0 billion at March 31, 1998. 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.
18
<PAGE> 21
Taking note of the Company's 5th consecutive record earnings per share and
the performance of the Company's stock during fiscal 1997, Mr. Timmerman was
granted an incentive award of $135,500 (30.45% of salary). The incentive award
for fiscal 1998 has not yet been determined. The bonus was contingent upon the
achievement goals and targets as determined by the Committee. Mr. Timmerman
also received an award of 1,200 MRP shares during fiscal 1998 and had 1,000
shares of Company stock allocated to the Deferred Compensation Trust for his
account as part of his payout under the Incentive Compensation Program.
Dated May 13, 1998 Respectfully submitted:
Robert C. Buehner, Chairman
Pat Richter, Director
Bruce A. Robertson, Director
19
<PAGE> 22
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since March 31, 1993 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.
PLOT POINTS FOR BAR GRAPH
<TABLE>
<CAPTION>
Anchor BanCorp Media General NASDAQ Stock
Wisconsin Inc. Peer Group Index Market (U.S.)
<S> <C> <C> <C>
3/31/93 100.00 100.00 100.00
3/31/94 102.71 102.94 115.57
3/31/95 149.98 116.64 122.61
3/31/96 192.33 165.00 164.91
3/31/97 255.56 229.71 184.50
3/31/98 513.97 382.49 278.82
</TABLE>
20
<PAGE> 23
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 one
year, respectively, at their current salary of $445,000, $125,000, $125,000 and
$99,948, 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 case of 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
21
<PAGE> 24
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 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
22
<PAGE> 25
$90,000 to a rabbi trust (the "Trust") which purchased 30,000 shares of Common
Stock in the open market following consummation of the Company's initial public
offering. In December 1997, the Company contributed 1,000 shares of Common
Stock to the Trust for the benefit of Mr. Timmerman. 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) 60% 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, 1998, Mr. Timmerman's final
average earnings amounted to $541,636 and Mr. Timmerman had 20 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.
23
<PAGE> 26
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, 1998, the Bank had 11 loans with an aggregate
principal balance of $1.2 million outstanding to directors and officers with a
title of vice president or above, which represented .9% of the Bank's
unimpaired capital and surplus at such date.
24
<PAGE> 27
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, 1998.
<TABLE>
<CAPTION>
Highest Balance Principal Interest Rate as
Name and Position or Nature of Year Loan from April 1, 1997 Balance at of March 31,
Relationship Indebtedness (1) Made to March 31, 1998 March 31, 1998 1998
- ---------------------------- ---------------------------- --------- ------------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
Pat Richter
Director Residential Mortgage 1993 $363,190.97 $341,833.85 6.625%
Douglas J. Timmerman
Chairman, President and Residential Mortgage 1988 110,201.59 0.00 4.000
Chief Executive Officer Residential Mortgage 1997 560,000.00 0.00 7.800
Michael W. Helser
Senior Vice President -
Finance Residential Mortgage 1997 175,000.00 0.00 6.550
J. Anthony Cattelino
Senior Vice President - Residential Mortgage Line of 1987 113,511.14 110,257.19 5.250
Marketing and Retail Credit 1995 39,159.51 0.00 10.000
Administration 2nd Mortgage 1993 7,114.29 0.00 7.750
David L. Weimert Residential Mortgage 1993 109,007.75 0.00 6.250
First Vice President - Lending Residential Mortgage 1998 106,000.00 106,000.00 7.200
Operations
Ronald R. Osterholz 2nd Mortgage 1996 28,373.32 0.00 8.000
Vice President - Human Commercial Loan 1997 10,000.00 0.00 9.250
Resources 2nd Mortgage 1997 36,500.00 34,902.58 7.890
Commercial Loan 1997 2,000.00 0.00 9.500
Residential Mortgage 1988 100,549.96 97,634.88 5.000
Donald F. Bertucci Line of Credit 1996 10,874.66 0.00 9.500
First Vice President - Loan Residential Mortgage 1993 70,973.45 68,380.12 7.520
Administration
Daniel K. Nichols Line of Credit 1994 9,984.26 9,412.42 11.400
First Vice President - Residential Mortgage 1993 168,667.75 0.00 6.250
Commercial Lending Residential Mortgage 1998 210,000.00 210,000.00 6.900
Donald Kropidlowski Residential Mortgage 1994 110,661.49 110,080.18 7.000
Senior Vice President and
Director
</TABLE>
- -------------------------------
(1) Loans are secured by borrower's principal residence, except as otherwise
indicated.
25
<PAGE> 28
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, 1999, 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, 1999.
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 1999, 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 19, 1999. 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.
26
<PAGE> 29
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended
March 31, 1998 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.
27
<PAGE> 30
June 19, 1998
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 confidential. Only representatives of the Trustee, who 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 the
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 you individually and not under the
Retirement Plan.
Sincerely,
/s/ Douglas J. Timmerman
- -------------------------
Douglas J. Timmerman
President
sgb
<PAGE> 31
[ANCHOR BANCORP LETTERHEAD]
June 19, 1998
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 that 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
sgb
<PAGE> 32
[ANCHOR BANCORP LETTERHEAD]
June 19, 1998
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> 33
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 12, 1998 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 28, 1998.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Nominees for three-year term: Douglas J. Timmerman and Greg M. Larson.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THE NAMES 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, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the 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: , 1998
--------------------
--------------------------------------------
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> 34
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 12, 1998, 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 28, 1998.
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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
ESOP
ANCHOR BANCORP WISCONSIN INC. 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1 - DOUGLAS J. TIMMERMAN 2 - GREG M. LARSON [ ] FOR all [ ] WITHHOLD AUTHORITY
(for three-year term) nominees listed to to vote for all
the left (except as nominees listed to
specified below). 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, 1999. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box Date NO. OF SHARES
Indicate changes below. ----------------- --------------------------------------------
Address Change? [ ] Name Change? [ ]
--------------------------------------------
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 Trustee of the ESOP in the same
proportion as the allocated shares under the
ESOP have voted.
</TABLE>
<PAGE> 35
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 28, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 12,
1998, 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, 4402 E. Washington Avenue, Madison, Wisconsin, on July 28,
1998, 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 AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
ANCHOR BANCORP WISCONSIN INC. 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1 - DOUGLAS J. TIMMERMAN 2 - GREG M. LARSON [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(for three-year term) listed to the left to vote for all
(except as specified nominees listed
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 [ ] FOR [ ] AGAINST [ ] ABSTAIN
independent auditors for the fiscal year ending March 31, 1999.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box Date NO. OF SHARES
Indicate changes below: ----------------- --------------------------------------------
Address Change? [ ] Name Change? [ ]
--------------------------------------------
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.
</TABLE>
<PAGE> 36
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 12, 1998, 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 28, 1998.
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.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
401(k)
ANCHOR BANCORP WISCONSIN INC. 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1 - DOUGLAS J. TIMMERMAN 2 - GREG M. LARSON [ ] FOR all [ ] WITHHOLD AUTHORITY
(for three-year term) nominees listed to to vote for all
the left (except as nominees listed to
specified below). the left.
(Instructions: To withhold authority to vote for any indicated nominee, write
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, 1999. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
Check appropriate box Date NO. OF SHARES
Indicate changes below: ------------------------ -------------------------------------------
Address Change? [ ] Name Change? [ ]
-------------------------------------------
--------------------------------------------
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 Trustee of the Retirement Plan.
</TABLE>
