<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.________)
[X] FILED BY THE REGISTRANT
[ ] FILED BY A PARTY OTHER THAN THE REGISTRANT
<TABLE>
<CAPTION>
<S> <C>
CHECK THE APPROPRIATE BOX:
[X] PRELIMINARY PROXY STATEMENT [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
[ ] DEFINITIVE PROXY STATEMENT (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14a-11(c) OR RULE 14a-12
</TABLE>
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> 2
June 25, 1999
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 27,
1999 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
[This page intentionally left blank]
<PAGE> 4
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 27, 1999
---------------
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 27, 1999 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 one
(1) director for a one-year term, and in each case until their successors are
elected and qualified;
(2) To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of the Company's
common stock from 30,000,000 to 100,000,000 shares;
(3) To approve the 1999 Employee Stock Purchase Plan;
(4) 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, 2000; and
(5) 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 18, 1999 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 25, 1999
================================================================================
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> 5
[This page intentionally left blank]
<PAGE> 6
ANCHOR BANCORP WISCONSIN INC.
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 27, 1999
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 27, 1999 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 25, 1999.
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
approval of the amendment to the Company's Articles of Incorporation to increase
the authorized shares of Common Stock from 30,000,000 to 100,000,000 shares; for
approval of the 1999 Employee Stock Purchase Plan; for ratification of the
appointment of Ernst & Young LLP as the Company's auditors for fiscal 2000 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> 7
VOTING
Only stockholders of record at the close of business on June 18, 1999
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were approximately 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. The persons receiving the greatest number of votes of the Common
Stock in each class, up to the number of directors to be elected in such class,
shall be elected as directors of the Company. The affirmative vote of a majority
of the total votes cast at the Annual Meeting is required for approval of the
proposals to adopt the amendment to the Company's Articles of Incorporation to
increase the authorized shares of Common Stock from 30,000,000 to 100,000,000
shares, to adopt the 1999 Employee Stock Purchase Plan, and to ratify the
appointment of Ernst & Young LLP as the Company's independent auditors for
fiscal 2000.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included for purposes of determining the presence of a quorum.
Abstentions will have no effect on the outcome of the voting of the proposals
because directors are elected by a plurality of the votes cast and for all other
matters to be voted on at the Annual Meeting, abstentions will not be included
in the number of votes cast on a matter.
Proxies relating to "street name" shares (i.e., shares held of record
by brokers or other third party nominees) that are voted by brokers or other
third party nominees on certain matters will be treated as shares present and
voting for purposes of determining the presence or absence of a quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third party nominees do not have discretionary power to
vote under the rules of the New York Stock Exchange) will be considered present
for the purpose of establishing a quorum, but will not be treated as shares
entitled to vote on such matters.
The election of directors and the proposals to approve the 1999
Employee Stock Purchase Plan and to ratify the auditors 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
and for which there will not be "broker non-votes", consequently, shares held by
brokers or third party nominees will be counted if and as voted by such brokers
and third party nominees. The proposal to approve the amendment to the Company's
Articles of Incorporation is considered "non-discretionary" and for which there
will be broker non-votes. A broker non-vote will not be considered a vote cast
and will have no effect on the voting of this proposal.
3
<PAGE> 8
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes which are as equal in number as
possible. Pursuant to the Bylaws of the Company, the number of directors of the
Company is currently set at eight, divided into classes of three, three, and two
directors each. One class is elected each year to serve for a term of three
years, and in each case until their respective successors are elected and
qualified.
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, 1999.
Four directors are to be elected at the Annual Meeting. Three of the
nominees are current directors of the Company (including one former director of
FCB Financial Corp. who was appointed upon consummation of the acquisition of
FCB Financial Corp. on June 7, 1999) and the remaining nominee is a former
director of FCB Financial Corp. No nominee for director is related to any other
director or executive officer of the Company by blood, marriage or adoption.
Effective June 7, 1999, Mr. Arlie M. Mucks, Jr. resigned from the
Board. Mr. Mucks has served as director of the Company since 1992. In accordance
with the provisions of the January 5, 1999, Agreement and Plan of Merger by and
between FCB Financial Corp. and the Company ("Merger Agreement") which requires
that two former directors of FCB Financial Corp. be nominated for election to
the Company's Board of Directors, Mr. Richard A. Bergstrom, President of
Bergstrom Corporation and former director of FCB Financial Corp., was
unanimously elected by the Company's Board of Directors to fill the vacancy
created by Mr. Mucks' resignation and to serve for the remainder of Mr. Mucks'
term, which expires at the 1999 Annual Meeting. The Nominating Committee has
also nominated Mr. Bergstrom for election by the stockholders at the 1999 Annual
Meeting to a three-year term expiring in 2002.
On February 10, 1999, Mr. Robert C. Buehner, director of the Company
since 1992, passed away. At the time of his death, Mr. Buehner's term as a
director was to expire in 2000. This position remains vacant as of the date of
this Proxy Statement and will remain vacant until the Annual Meeting. The
Nominating Committee has nominated Mr. Donald D. Kropidlowski, who currently
serves as a director of the Company and whose current term expires at the Annual
Meeting, for election by the stockholders to fill this vacancy as of the date of
the Annual Meeting, with Mr. Kropidlowski to serve a one-year term (the
remainder of Mr. Buehner's term) expiring in 2000.
Also in accordance with the Merger Agreement, the Nominating Committee
has nominated Mr. Donald D. Parker, Senior Vice President of the Bank and former
Chairman of the Board of FCB Financial Corp. and Fox Cities Bank, F.S.B., for
election by the stockholders at the Annual Meeting for a three year term
expiring in 2002.
Mr. Pat Richter is a current director of the Company and is being
nominated for a three-year term expiring in 2002.
The remaining four directors will continue to serve in accordance with
their previous elections.
4
<PAGE> 9
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the four nominees for director
listed below. 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 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.
NOMINEES FOR DIRECTOR WITH THREE-YEAR TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
---- --- ------------------------------- ---------
<S> <C> <C> <C>
Pat Richter 57 Director; Athletic Director of the University of 1990
Wisconsin - Madison since February 1990; previously
Vice President - Human Resources for Oscar Mayer
Foods Corporation.
Donald D. Parker 61 Senior Vice President of the Bank, former Director --
and Chairman of the Board of FCB Financial Corp.
and Fox Cities Bank, F.S.B.
Richard A. Bergstrom 48 Director; President of Bergstrom Corporation since 1999
January 1998, previously served as Executive Vice
President of Bergstrom Corporation.
</TABLE>
NOMINEE FOR DIRECTOR WITH ONE-YEAR TERM 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>
Donald D. Kropidlowksi 57 Director; Senior Vice President of the Bank; former 1995
Director, President and Chief Executive Officer of
American Equity Bancorp and American Equity Bank of
Stevens Point.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NOMINEES FOR
DIRECTOR.
5
<PAGE> 10
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH 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 75 Director; formerly Vice President of the Bank from 1987(2)
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.
Holly Cremer Berkenstadt 43 Director; President and Director of Wisconsin 1994
Cheeseman, Inc., a direct food and gift company
located in Sun Prairie, Wisconsin.
</TABLE>
DIRECTORS WITH TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
Position with the Company and
Principal Occupation During the Director
Name Age Past Five Years Since (1)
---- --- -------------------------------- ---------
<S> <C> <C> <C>
Douglas J. Timmerman 58 Chairman, President and Chief Executive Officer; 1971
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 49 Director; Chief Executive Officer and Manager of 1992
CedarTree LLC. Former President and Chief
Executive Officer of Demco, Inc. a direct mail
school and library supply company located in
Madison, Wisconsin.
</TABLE>
- -------------------
(1) Includes service as director of the Bank.
(2) Excludes service with predecessor institutions.
6
<PAGE> 11
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, 1999. In addition, there
were four special meetings of the Board. 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, 1999, 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. The members of this
committee, which met twice during the fiscal year ended March 31, 1999, are
Messrs. Mucks (Chairman), Larson, Robertson and Ms. Berkenstadt.
The Compensation Committee of the Board of Directors determines
compensation for executive officers. The members of this committee which met
twice during the fiscal year ended March 31, 1999, are Messrs. Greg M. Larson,
Pat Richter, and Bruce A. Robertson. 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, 1999 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, 1999.
7
<PAGE> 12
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 56). 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 Anchor Insurance Services, Inc. and
the Mendota Gridiron Club.
Michael W. Helser (age 54). 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 50). 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 University of Wisconsin Alumni
Association functions, on the Board of the University of Platteville Foundation
and is in various civic organizations and clubs.
David L. Weimert (age 48). Mr. Weimert is currently First Vice
President - Secondary and Lending Administration. Mr. Weimert joined the Bank in
1991 and has extensive experience in the financial services industry. He 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 Investors Mortgage Service Company, Burbank, California, from
1985 to 1987.
Donald F. Bertucci (age 49). Mr. Bertucci is currently First Vice
President - Residential Lending 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 he assumed his present
position as First Vice President - Residential Lending in June of 1996. 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 43). Mr. Nichols is currently First Vice
President-Commercial Lending of the Bank and is responsible for commercial
lending, commercial real estate, credit and quality control. He joined the Bank
in 1985 to start up the 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> 13
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 and director nominees 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.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned
as
of June 18, 1999 (1)
------------------------------------------------------
Name of Beneficial Owner No. %
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Anchor BanCorp Wisconsin Inc. 1,453,138 (2) 8.0%
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin
Directors:
Holly Cremer Berkenstadt 84,100 (3) *
Richard A. Bergstrom 78,724 (4) *
Donald D. Kropidlowski 154,527 (5) *
Greg M. Larson 97,647 (6) *
Arlie M. Mucks, Jr. 119,840 (7) *
Donald D. Parker 171,568 (8) *
Pat Richter 113,748 (9) *
Bruce A. Robertson 99,436 (10) *
Douglas J. Timmerman 1,614,313 (11) 8.1
Executive officers who are not
Directors:
J. Anthony Cattelino 315,076 (12) 1.9
Michael W. Helser 321,532 (13) 2.0
Daniel K. Nichols 124,299 (14) *
All directors and executive officers 3,599,258 (15) 17.8
of the Company and the Bank as a
group (15 persons)
</TABLE>
* 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 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
9
<PAGE> 14
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 the trustees. The current trustees are: Ronald R.
Osterholz, Vice President - Human Resources of the Bank, and Mark D.
Timmerman, Vice President, Secretary, and General Counsel of the Bank.
As of the Voting Record Date, there remain 33,333 shares held in the
Trust to be 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. Allocated shares for which employees do not give
instructions and unallocated shares will be voted in the same ratio on
any matter as those shares for which instructions are given.
(3) Includes 68,000 shares which may be acquired pursuant to the exercise
of stock options exercisable within 60 days of the Voting Record Date,
and 100 shares owned by Ms. Berkenstadt's spouse.
(4) Includes 27,450 shares held jointly with Mr. Bergstrom's wife, with
whom voting and dispositive power is shared, 37,881 shares held by Mr.
Bergstrom's children, which may be deemed to be beneficially owned by
Mr. Bergstrom, and 13,393 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
(5) Includes 41,342 shares held jointly with Mr. Kropidlowski's wife with
whom voting and dispositive power is shared, 1,220 shares held by Mr.
Kropidlowski's wife, which may be deemed to be beneficially owned by
Mr. Kropidlowski, 30,528 shares held in the Company's Retirement Plan
allocated to Mr. Kropidlowski's account, 15,427 shares held in the ESOP
allocated to Mr. Kropidlowski's account, and 61,730 shares which may be
acquired pursuant to the exercise of stock options exercisable within
60 days of the Voting Record Date.
(6) Includes 4,500 shares held jointly with Mr. Larson's wife, with whom
voting and dispositive power is shared, 2,147 shares held by Mr.
Larson's children, which may be deemed to be beneficially owned by Mr.
Larson, and 2,000 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 36,200 shares held jointly with Mr. Mucks' wife with whom
voting and dispositive power is shared, 4,640 shares owned by Mr.
Mucks' wife, which Mr. Mucks may be deemed to beneficially own, and
79,000 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 30,343 shares held jointly with Mr. Parker's wife with whom
voting and dispositive power is shared, 52,716 shares held in a living
trust for the benefit of Mr. Parker and his wife, 3,756 shares held by
Mr. Parker's wife which may be deemed to be beneficially owned by Mr.
Parker, 26,589 shares held in the ESOP allocated to Mr. Parker's
account and 53,664 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> 15
(9) Includes 32,700 shares owned jointly with Mr. Richter's wife with whom
voting and dispositive power is shared, 2,048 shares owned by Mr.
Richter's wife, which Mr. Richter may be deemed to beneficially own,
and 79,000 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 19,188 shares owned by Mr. Robertson's wife, which may be
deemed to be beneficially owned by Mr. Robertson, and 54,000 shares
which may be acquired pursuant to the exercise of stock options which
are exercisable within 60 days of the Voting Record Date.
(11) Includes 662,952 shares held in a living trust for the benefit of Mr.
Timmerman and his wife, 135,349 shares held in the Company's Retirement
Plan allocated to Mr. Timmerman's account, 28,268 shares held in the
ESOP allocated to Mr. Timmerman's account, 4,600 restricted shares
granted pursuant to the Company's Management Recognition Plans and
783,144 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date. Does not
include 431,845 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."
(12) Includes 144,410 shares held jointly with Mr. Cattelino's wife, with
whom voting and dispositive power is shared, 500 shares owned by Mr.
Cattelino's wife and 4,000 shares owned by Mr. Cattelino's children,
which Mr. Cattelino may be deemed to beneficially own, 36,035 shares
held in the Company's Retirement Plan allocated to Mr. Cattelino's
account, 24,529 shares held in the ESOP allocated to Mr. Cattelino's
account, 1,000 restricted shares granted pursuant to the Company's
Management Recognition Plans and 104,602 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date. Does not include 9,720 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 164,210 shares held jointly with Mr. Helser's wife, with whom
voting and dispositive power is shared, 1,200 shares held by Mr.
Helser's wife in trust for the benefit of their children, which Mr.
Helser may be deemed to beneficially own, 37,704 shares held in the
Company's Retirement Plan allocated to Mr. Helser's account, 24,516
shares held in the ESOP allocated to Mr. Helser's account, 1,000
restricted shares granted pursuant to the Company's Management
Recognition Plans and 92,902 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date. Does not include 9,720 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."
11
<PAGE> 16
(14) Includes 39,400 shares held jointly with Mr. Nichols' wife, with whom
voting and dispositive power is shared, 26,944 shares held in the
Company's Retirement Plan allocated to Mr. Nichols' account, 13,907
shares held in the ESOP allocated to Mr. Nichols' account, 1,000
restricted shares granted pursuant to the Company's Management
Recognition Plans and 43,048 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date.
(15) Includes 297,931 shares held in the Company's Retirement Plan allocated
to the accounts of executive officers, 9,600 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 1,547,351 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 451,284 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 Notes 11, 12 and 13 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, 1999, except for Arlie M. Mucks, Jr. who filed one late
report relating to one transaction for the purchase of Common Stock.
12
<PAGE> 17
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 Bonus Compensation (2) (5)
(1)
---------------------------------
Stock LTIP
Grants(3) Options(4) Payouts
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 1999 $449,511 $141,500 $0 $ 99,222 95,000 $ 0 $ 36,945
President and Chief 1998 437,002 135,500 0 41,850 140,000 0 36,410
Executive Officer 1997 435,502 101,697 0 42,075 102,000 0 73,764
- ----------------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 1999 $125,625 $ 76,437 $0 $ 31,497 6,000 $ 0 $ 8,770
Vice President and 1998 120,988 42,398 0 4,963 30,000 0 11,902
Secretary 1997 117,887 36,924 0 3,400 8,512 0 46,814
- ----------------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 1999 $125,625 $ 76,437 $0 $ 31,497 6,000 $ 0 $ 8,926
Treasurer and Chief 1998 120,988 42,398 0 4,963 30,000 0 11,902
Financial Officer 1997 117,887 36,924 0 3,400 8,512 0 46,814
- ----------------------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 1999 $ 83,103 $ 61,057 $0 $ 31,497 5,000 $ 0 $ 7,504
First Vice President - 1998 80,958 30,944 0 4,963 12,000 0 9,864
Commercial Lending 1997 73,873 20,791 0 3,400 17,548 0 10,361
- ----------------------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci 1999 $ 83,103 $ 61,057 $0 $ 31,497 5,000 $ 0 $ 7,650
First Vice President - 1998 80,958 30,944 0 4,963 12,000 0 9,864
Residential Lending 1997 74,803 21,563 0 3,400 17,548 0 10,518
==================================================================================================================================
</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 fair market value of
restricted Common Stock held by Messrs. Timmerman, Cattelino, Helser,
Nichols and Bertucci at March 31, 1999 is $70,725, $15,375, $15,375,
$15,375 and $15,375 respectively. The awards vest within six months
from the date of grant. Recipients receive dividends paid on restricted
stock prior to vesting.
13
<PAGE> 18
(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 1999, consists of amounts allocated or paid by the Company on
behalf of Messrs. Timmerman, Cattelino, Helser, Nichols and Bertucci
pursuant to the Company's ESOP of $5,157, $5,157, $5,157, $5,011 and
$5,157, respectively, and the Company's Retirement Plan of $4,038,
$3,613, $3,769, $2,493 and $2,493, respectively, as well as the payment
of director's fees to Mr. Timmerman in the amount of $27,750.
STOCK OPTIONS
The following table sets forth certain information concerning
individual grants of stock options pursuant to the Company's stock option plans
awarded to the named executive officers during the year ended March 31, 1999.
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 Exercise Expiration
Name Granted Granted to Employees (1) Price (2) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 70,000 36.2% $ 19.9375 07/07/08 $ 2,273,600 $ 3,619,700
- ---------------------------------------------------------------------------------------------------------------------
Douglas J. Timmerman 25,000 12.9 18.8125 12/16/08 766,000 1,219,750
- ---------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 6,000 3.1 19.9375 07/07/08 194,880 310,260
- ---------------------------------------------------------------------------------------------------------------------
Michael W. Helser 6,000 3.1 19.9375 07/07/08 194,880 310,260
- ---------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci, Jr. 5,000 2.6 19.9375 07/07/08 162,400 258,550
- ---------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 5,000 2.6 19.9375 07/07/08 162,400 258,550
=====================================================================================================================
</TABLE>
(1) Percentage of options granted to all employees during the fiscal year ended
March 31, 1999.
(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 $32.48 and $51.71 for grants whose exercise
price is $19.9375 per share, and $30.64 and $48.79 for grants whose
exercise price is $18.8125 per share at compounded rates of return of 5%
and 10%, respectively.
14
<PAGE> 19
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, 1999 and options
held at March 31, 1999.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
====================================================================================================================
Shares
Acquired on Value Number of Unexercised Value of Unexercised Options at
Name Exercise Realized Options at Year End Year End (1)
--------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 137,760 $ 2,199,718 683,146 175,000 $ 6,708,472 $ 367,496
- --------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 45,955 626,910 91,602 26,000 902,394 91,874
- --------------------------------------------------------------------------------------------------------------------
Michael W. Helser 48,655 722,905 79,902 26,000 745,906 91,874
- --------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci, Jr. 3,220 55,343 49,048 13,000 402,455 23,750
- --------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 7,000 115,719 36,548 13,000 313,174 23,750
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on a per share market price of $15.375 at March 31, 1999.
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, 1999, 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. Also, each non-employee director is granted an option to
purchase 1,000 shares of Common Stock upon re-election to the Board. 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> 20
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Under rules established by the Commission, the Company is required to
provide certain data and information in regard to the compensation and benefits
provided to the Company's Chief Executive Officer and other executive officers
of the Company. The disclosure requirements for the Chief Executive Officer and
other executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental executive compensation
decisions affecting those individuals. In fulfillment of this requirement, the
Administrative/Compensation Committee (the "Compensation Committee") has
prepared the following report for inclusion in this proxy statement.
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 1999 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. Director Greg M. Larson was chosen to replace Robert C. Buehner
as a member of the Committee due to Mr. Buehner's death. No member of the
Committee is a current or former 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 Commission
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. The agreement is reviewed
annually.
REPORT OF THE COMPENSATION COMMITTEE
GENERAL COMPENSATION POLICIES
The Committee determines the broad general salary and benefit policies
and procedures. The Committee uses outside consultants, market studies, and
published compensation data to review competitive rates of pay, to establish
salary ranges, and to arrive at 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 1999 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 established between
16
<PAGE> 21
executive compensation and annual and as well as 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.
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 evaluated,
return on average equity is considered most important.
The Committee continues to use a peer group (as designed by an outside
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 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. While the
Committee has not required senior officers to hold specified amounts of Company
stock, they are encouraged to do so. During the past year, modest amounts of
bonus compensation were targeted as an incentive for senior officers to increase
their ownership of the Company's stock.
The Committee granted stock options to the Executive Management Group
during fiscal 1999. The Executive Management Group is comprised of Messrs.
Timmerman, Cattelino, Helser, Bertucci, Nichols, and Osterholz. Options granted
were 95,000, 6,000, 6,000, 5,000, 5,000, and 5,000 respectively. Additional
options amounting to 25,600 were granted to other nonexecutive officers. In
addition, Management Recognition Plan shares were awarded to the
17
<PAGE> 22
Executive Management Group in the amounts of 5,200, 1,600, 1,600, 1,600, 1,600,
and 1,600 shares respectively. In the case of the Option Grants, the value of
the option 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.
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 1999 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 $455,000 for fiscal 1999. This is an
increase of 2.2% over fiscal 1998. In determining the Chief Executive Officer's
fiscal 1999 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 considered
the Bank's return on assets for the fiscal year 1999 of 1.13% as compared with
1.07% for fiscal 1998. Net income also increased 14.6% to a record $23.5 million
for fiscal 1999 from $20.5 million the previous year. Earnings per share
increased 20.75% to $1.28. Additionally, return on average equity continued very
strong at 17.70% in 1999 versus 16.2% in 1998. A 2-for-1 stock split was
distributed to all shareholders and cash dividends were increased by 25% to $.20
per share annually. Total assets continued to grow and were in excess of $2.14
billion at March 31, 1999. In establishing the Chief Executive Officer's salary,
the Committee also considered Mr. Timmerman's contribution to controlling the
Bank's operating expenses, and his contribution to the community through his
involvement with various charitable and civic groups.
Taking note of the Company's 6th consecutive record earnings per share,
Mr. Timmerman was granted an incentive award of $141,500 (31.09% of salary). The
bonus was contingent upon the achievement goals and targets as determined by the
Committee. In addition to the MRP shares previously noted, 5,000 shares of
Company stock were allocated to the Deferred Compensation Trust for his account
as part of his payout under the Incentive Compensation Program.
Dated April 20, 1999
Respectfully submitted:
Greg M. Larson, Director
Pat Richter, Director
Bruce A. Robertson, Director
18
<PAGE> 23
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since March 31, 1994 with (i) the yearly
cumulative total return on the stocks included in the 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.
<TABLE>
<CAPTION>
3/31/94 3/31/95 3/31/96 3/31/97 3/31/98 3/31/99
<S> <C> <C> <C> <C> <C> <C>
Anchor BanCorp Wisconsin Inc. 100.00 146.02 187.26 228.82 500.42 352.93
Media General Peer Group Index 100.00 113.32 160.39 223.16 371.58 301.73
NASDAQ Stock Market (U.S.) 100.00 106.09 142.70 159.64 241.26 315.28
</TABLE>
19
<PAGE> 24
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") have entered
into employment agreements with Messrs. Timmerman, Cattelino and Helser pursuant
to which the Employers agreed to employ these persons in their current positions
for a term of three years, two years and two years, respectively, at their
current salary of $455,000, $127,500 and $127,500, 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, 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, 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 Mr. Timmerman 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 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.
20
<PAGE> 25
The Company and the Bank also have entered into severance agreements
with Messrs. Osterholz, Weimert, Bertucci and Nichols. 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 were 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 aggregate amounts to be received under the
severance agreements range from $74,330 to $99,635.
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
$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.
In December, 1998 the Company contributed 5,000 shares of Common Stock 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.
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<PAGE> 26
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, 1999, Mr. Timmerman's final average earnings amounted to
$557,235 and Mr. Timmerman had 21 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.
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.
22
<PAGE> 27
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, 1999, 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.
23
<PAGE> 28
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, 1999.
<TABLE>
<CAPTION>
Highest Balance Principal Interest Rate as
Name and Position or Nature of Year Loan from April 1, 1998 Balance at March 31,
Relationship Indebtedness (1) Made to March 31, 1999 March 31, 1999 1999
-------------------- ---------------- --------- ------------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
Pat Richter Residential Mortgage 1993 $341,833.85 $319,018.05 6.625%
Director
J. Anthony Cattelino Residential Mortgage 1987 110,257.19 106,828.24 5.250
Senior Vice President -
Marketing and Retail
Administration
David L. Weimert Residential Mortgage 1998 106,000.00 105,053.22 7.200
First Vice President -
Lending
Operations
Ronald R. Osterholz Residential Mortgage 1988 97,634.88 94,602.02 5.000
Vice President - Human 2nd Mortgage 1997 34,902.58 0.00 7.890
Resources 2nd Mortgage 1998 45,000.00 37,678.65 7.500
Unsecured Single 1998 5,000.00 0.00 9.250
Payment
Donald F. Bertucci Line of Credit 1996 7,253.26 0.00 9.500
First Vice President - Residential Mortgage 1993 68,380.12 0/00 7.520
Loan Residential Mortgage 1998 66,600.00 66,086.87 6.550
Administration
Daniel K. Nichols Residential Mortgage 1998 210,000.00 207,825.24 6.900
First Vice President - Line of Credit 1994 10,855.00 9,737.35 10.650
Commercial Lending
Donald Kropidlowski Residential Mortgage 1994 100,080.18 0.00 7.000
Senior Vice President and Line of Credit 1997 24,665.57 0.00 7.750
Director
</TABLE>
- -------------------
(1) Loans are secured by borrower's principal residence, except as otherwise
indicated.
24
<PAGE> 29
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(PROPOSAL TWO)
At the Annual Meeting, stockholders will be asked to consider and
approve a proposal to amend the Company's Articles of Incorporation to increase
the number of shares of authorized Common Stock from 30,000,000 to 100,000,000.
Such amendment was unanimously approved by the Board of Directors of the Company
on May 20, 1999.
DISCUSSION OF THE PROPOSED AMENDMENT
The Company's Articles of Incorporation currently authorize 35,000,000
shares of capital stock, consisting of 30,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, par value $.10 per share ("Preferred
Stock"). The proposed amendment to the Articles of Incorporation would increase
the number of shares of authorized capital stock by 70,000,000 shares, from
35,000,000 shares to 105,000,000 shares. If the amendment is authorized, the
first paragraph of Article 5 of the Company's Articles of Incorporation would be
amended to read as follows:
"The total number of shares of capital stock which the Corporation has
authority to issue is 105,000,000, of which 5,000,000 shall be serial
preferred stock, $.10 par value per share (hereinafter the "Preferred
Stock"), and 100,000,000 shall be common stock, par value $.10 per
share (hereinafter the "Common Stock"). Except to the extent required
by governing law, rule or regulation, the shares of capital stock may
be issued from time to time by the Board of Directors without further
approval of the stockholders of the Corporation."
As of June 7, 1999, after the issuance of shares of Common Stock in
connection with the acquisition of FCB Financial Corp. there were ________
shares of Common Stock outstanding. At such date, an aggregate of 2,162,076
shares of Common Stock were reserved for issuance pursuant to the Company's 1992
Stock Incentive Plan, 1992 Directors' Stock Option Plan, 1995 Stock Incentive
Plan and 1995 Directors' Stock Option Plan, and an additional 421,530 shares of
Common Stock were reserved for issuance pursuant to options issued in connection
with the acquisition of FCB Financial Corp.
Accordingly, an aggregate of 2,583,606 shares of Common Stock are
currently outstanding or reserved for issuance under the Company's stock
compensation plans leaving only _______ shares of Common Stock not reserved and
available for future issuances.
The Board of Directors of the Company has determined that the number of
shares of authorized Common Stock should be increased to provide the Company
with the flexibility to conduct the Company's future operations, including the
issuance, distribution, exchange or reservation of shares of Common Stock for
stock dividends, acquisitions, financings and employee stock compensation plans.
The Board of Directors currently has no specific plans to issue additional
Common Stock, except pursuant to the Company's director and employee stock
compensation plans, as discussed above.
Under certain circumstances, authorized but unissued shares of Common
Stock and Preferred Stock can provide the Board of Directors of the Company with
a means of discouraging an unsolicited change in control of the Company.
Although the proposed amendment may allow the Board of Directors to issue
additional shares of Common Stock in the event of an unsolicited attempt to
acquire control of the Company as a means of discouraging a hostile acquiror,
the Board of Directors has no present intention of using the existing or
proposed
25
<PAGE> 30
authorized but unissued Common Stock or the existing authorized but unissued
Preferred Stock for such purpose, except to the extent that such an issuance
could occur pursuant to the Company's existing Shareholder Rights Plan. The
Board of Directors is not presently aware of any plans to acquire control of the
Company.
Holders of Common Stock do not have preemptive rights to subscribe to
additional securities that may be issued by the Company, which means that
current stockholders do not have a prior right to purchase any new issue of
capital stock of the Company in order to maintain their proportionate ownership.
Stockholders who desire to maintain their interests may be able to do so through
normal market purchases, however.
If stockholders of the Company approve the proposed amendment to the
Articles of Incorporation, the Company will file articles of amendment to the
Company's Articles of Incorporation with the Wisconsin Department of Financial
Institutions reflecting the proposed increase in authorized capitalization.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS OF THE COMPANY VOTE "FOR" APPROVAL OF ADOPTION OF THE PROPOSAL TO
AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK.
PROPOSAL TO ADOPT THE 1999 EMPLOYEE STOCK PURCHASE PLAN
(PROPOSAL THREE)
GENERAL
The Board of Directors of the Company has adopted the 1999 Employee
Stock Purchase Plan, which is intended as an incentive to encourage all eligible
employees of the Company to acquire stock ownership in the Company through
payroll deductions so that they may share in its future growth and performance.
DESCRIPTION OF THE PURCHASE PLAN
The following description of the Purchase Plan is a summary of its
terms and is qualified in its entirety by reference to the Purchase Plan, a copy
of which is attached hereto as Appendix A.
The Purchase Plan will be administered by a committee of the Board of
Directors of the Company (the "Committee"). All questions of interpretation of
the Purchase Plan or any option under the plan shall be determined by the
Committee. The Committee may delegate any or all administrative functions under
the Purchase Plan and it is anticipated that the Company's transfer agent will
assist in administering the Purchase Plan.
Pursuant to the Purchase Plan, shares of the Company's Common Stock
will be offered to employees of the Company in up to two phases known as
"Offering Periods" during which payroll deductions will be accumulated under the
Purchase Plan during any calendar year. Generally, the Company will have two six
month Offering Periods each year. It is anticipated that the first Offering
Period will commence on July 1, 1999, and that Offering Periods will continue
consecutively on each January 1 and July 1 thereafter.
26
<PAGE> 31
The aggregate number of shares of Common Stock which may be purchased
pursuant to the Purchase Plan is 300,000 shares, subject to any adjustment in
the event of stock dividends, stock splits, recapitalizations or other changes
in the outstanding Common Stock. Such shares may be authorized but unissued
shares of Common Stock or shares of Common Stock reacquired by the Company in
private or open market transactions, subject to any required regulatory
approval.
All regular employees of the Company or any parent or subsidiary,
including officers whether or not directors, employed for more than 20 hours per
week are eligible to enroll in the Purchase Plan by completing a payroll
deduction form provided by the Company. Employees who own or hold options to
purchase 5% or more of the outstanding Common Stock may not participate in the
Purchase Plan. Upon enrollment, an employee shall elect to make contributions to
the Purchase Plan by payroll deductions in an aggregate amount not less than 1%
nor more than 10% of such employee's total compensation. Employees may not make
any separate cash payment to purchase shares pursuant to the Purchase Plan. No
participant may purchase Common Stock under the Purchase Plan at a rate that
exceeds $25,000 of Common Stock, determined at the time options are granted,
during each calendar year.
On the first business day of each Offering Period, the Company will
grant to each eligible employee who is then a participant in the Purchase Plan
an option to purchase shares of the Common Stock of the Company at an option
price determined by the Committee, which shall not be less than eighty-five
percent (85%) of the lesser of (a) the fair market value of the shares on the
first business day of an Offering Period, or (b) the fair market value of the
shares on the last business day of such Offering Period. Shares are purchased on
the last day of the Offering Period. A participant may voluntarily withdraw from
the Purchase Plan at any time during an Offering Period by filing notice with
the Company, and any accumulated payroll deductions applicable to such option
will be refunded.
AMENDMENTS
The Board may at any time amend or terminate the Purchase Plan, except
that such termination cannot affect options previously granted under the plan,
nor may any amendment make any change in an option previously granted which
would adversely affect the right of any participant, nor may any amendment be
made without approval of the stockholders of the Company within twelve (12)
months of the adoption of such amendment if such amendment would authorize the
sale of more shares than are authorized for issuance under the Purchase Plan or
would change the designation of corporations whose employees may be offered
options under the plan. Notwithstanding any other provision of the plan to the
contrary, in the event of an amendment to the Purchase Plan which affects the
rights or privileges of options to be offered under the plan, each participant
with an outstanding option shall have the right to exercise such outstanding
option on the effective date of the amendment and to participate in the Purchase
Plan for the remaining term of such outstanding option pursuant to the terms and
conditions of the plan as amended.
FEDERAL INCOME TAX CONSEQUENCES
The Purchase Plan is intended to qualify as an employee stock purchase
plan within the meaning of Section 423 of the Code. Under the Code, an employee
who elects to participate in an offering under the plan will not realize income
at the time the offering commences or when the shares purchased under the
Purchase Plan are transferred to him or her. If an employee disposes of such
shares (including by way of gift) after two years from the date the offering of
such shares commences and after one year from the date of the transfer of such
shares to him or her, the employee will be required to include in income, as
compensation for the year in which such disposition occurs, an amount equal to
the lesser of (i) the excess of the fair market value of
27
<PAGE> 32
such shares at the time of disposition over the purchase price, or (ii) the
excess of the fair market value of the shares at the time the option was granted
over the purchase price (determined as if the option were exercised on the date
of grant). The employee's basis in the shares disposed of will be increased by
an amount equal to the amount so includable in his or her income as
compensation, and any gain or loss computed with reference to such adjusted
basis which is recognized at the time of the disposition will be a long-term
capital gain or loss. In such event, the Company will not be entitled to any tax
deduction from income.
If an employee disposes of the shares purchased under the Purchase Plan
within such two-year or one-year period, the employee will be required to
include in income, as compensation for the year in which such disposition
occurs, an amount equal to the excess of the fair market value of such shares on
the date of purchase over the purchase price. The employee's basis in such
shares disposed of will be increased by an amount equal to the amount includable
in his or her income as compensation, and any gain or loss computed with
reference to such adjusted basis which is recognized at the time of disposition
will be a short-term capital gain or loss. In the event of a disposition within
such two-year or one-year period, and as long as any applicable withholding
obligations are satisfied, the Company will be entitled to a tax deduction from
income for compensation paid in an amount equal to the amount the employee is
required to include in income as a result of such disposition.
BENEFITS
Participation in the Purchase Plan and the level of contributions are
totally at the discretion of employees of the Company. Accordingly, it is not
possible to set forth amounts of shares to be purchased or the benefits to be
received by officers and employees under the Purchase Plan. In general,
participants will receive a benefit equal to the discount from the market price
on the purchase of Common Stock, which will be up to fifteen percent of the
market value of a share of Common Stock as reported by the Nasdaq Stock Market,
Inc., times the number of shares purchased under the plan.
STOCKHOLDER APPROVAL
Stockholder ratification of the Purchase Plan will enable officers who
participate to qualify for certain exemptive treatment from the short-swing
profit provisions of Section 16(b) of the Exchange Act, to satisfy requirements
for employee stock purchase plans under the Code and to comply with listing
requirements for the Nasdaq Stock Market, Inc. In the event that stockholder
approval of the Purchase Plan is not received before the last day of the first
Offering Period, any and all Options granted on the first business day of the
first Offering Period shall be rescinded, and the Company shall promptly refund
the balance of each participating eligible employee's deductions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR ADOPTION
OF THE 1999 EMPLOYEE STOCK PURCHASE PLAN.
28
<PAGE> 33
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL FOUR)
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, 2000, 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, 2000.
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 2000, 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 26, 2000. 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.
Stockholder proposals for the company's next annual meeting to be held in 2000,
which are not intended to be included in the company's proxy materials for such
meeting must be received at the company's executive offices by April 26, 2000. 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.
29
<PAGE> 34
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended
March 31, 1999 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.
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<PAGE> 35
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31
<PAGE> 36
APPENDIX A
ANCHOR BANCORP WISCONSIN INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
ESTABLISHMENT OF PLAN
Anchor BanCorp Wisconsin Inc. (the "Company") hereby establishes this
1999 Employee Stock Purchase Plan (the "Plan") on the terms and conditions
hereinafter set forth. The Company intends that this Plan shall qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended (the "Code") (including any future amendments or replacements
of such section), and the Plan shall be so construed. Any term not expressly
defined in the Plan but defined for purposes of Section 423 of the Code shall
have the same definition herein.
ARTICLE II
PURPOSE
The Plan is established to provide eligible employees of the Company
and any current or future parent and/or subsidiary corporation(s) of the Company
(collectively referred to as the "Company") with an opportunity through payroll
deductions to acquire a proprietary interest in the Company by the purchase of
common stock, par value $.10 per share of the Company ("Common Stock"). For
purposes of this Plan, a parent corporation and a subsidiary corporation shall
be as defined in Sections 424(e) and 424(f) of the Code. Because a participant
in the Plan (a "Participant") may withdraw the Participant's accumulated payroll
deductions and terminate participation in the Plan at any time during an
Offering Period as defined below, the Participant is, in effect, given an option
which may or may not be exercised during any Offering Period.
ARTICLE III
SHARES SUBJECT TO THE PLAN
The number of shares which may be issued under this Plan shall be
300,000 (the "Shares"); and such Shares may be authorized but unissued shares of
Common Stock or shares of Common Stock reacquired by the Company from
stockholders of the Company in public or private transactions. In the event that
any option granted under the Plan (an "Option") for any reason expires or is
terminated, the Shares allocable to the unexercised portion of such Option may
again be the subject of an Option.
ARTICLE IV
ADMINISTRATION
The Plan shall be administered by a duly appointed committee of the
Board of directors of the Company having such powers as shall be specified by
the Board ("Committee"). All questions of interpretation of the Plan or of any
Options shall be determined by the Committee and shall be final and binding upon
all persons having an interest in the Plan and/or any Option, unless otherwise
determined by the Board. Subject to the provisions of the Plan, the Committee
shall determine all of the relevant terms and conditions of Options granted
pursuant to the Plan; provided, however, that all Participants granted Options
pursuant to the Plan shall have the same rights and privileges within the
meaning of Section 423(b)(5) of the Code. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it. All expenses incurred
in connection with the administration of the Plan shall be held by the Company.
A-1
<PAGE> 37
ARTICLE V
ELIGIBILITY
Any employee of the Company who is employed by the Company for at least
twenty (20) hours per week on a regular basis is eligible to participate in the
Plan, provided that employees who own or hold options to purchase or who, as a
result of participation in this Plan, would own or hold options to purchase
stock of the Company possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company within the meaning
of Section 423(b)(3) of the Code shall not be eligible to participate in the
Plan.
ARTICLE VI
OFFERING DATES
(a) INDIVIDUAL OFFERING PERIODS. The Committee may establish up to two
Offering Periods during which payroll deductions will be accumulated under the
Plan during any calendar year, provided, however, that there may be only one
Offering Period outstanding at any one time. The Committee shall announce an
Offering Period by taking actions reasonably expected to notify all employees of
the Offering Period. Each Offering Period shall include only regular paydays
falling within it.
(b) GOVERNMENTAL APPROVAL; STOCKHOLDER APPROVAL. Notwithstanding any
other provision to the contrary, any Option granted pursuant to the Plan shall
be subject, in addition to the requirements specified in Article XX, to (i)
obtaining all necessary governmental approvals and/or qualifications of the sale
and/or issuance of the Options and/or Shares, and (ii) in the case of Options
relating to an Offering Period after an amendment to the Plan, obtaining any
necessary approval of the stockholders of the Company required by Article XIX.
ARTICLE VII
PARTICIPATION IN THE PLAN
(a) INITIAL PARTICIPATION. An eligible employee shall become a
Participant in an Offering Period after satisfying the eligibility requirements
by delivering to the Company's Human Resources Department a subscription
agreement authorizing payroll deductions not less than ten (10) business days
prior to such Offering Period. An eligible employee who does not deliver a
subscription agreement to the Company's Human Resources Department ten (10)
business days prior to an Offering Period after becoming eligible to participate
in the Plan shall not participate in the Plan for that Offering Period or for
any subsequent Offering Period unless such employee subsequently enrolls in the
Plan by filing the subscription agreement with the Company at least ten (10)
business days prior to a subsequent Offering Period.
(b) CONTINUED PARTICIPATION. A Participant shall automatically
participate in each successive Offering Period until such time as such
Participant withdraws from the Plan pursuant to Article XII. A Participant is
not required to file any additional subscription agreements for subsequent
Offering Periods in order to continue participation in the Plan. A Participant
may not concurrently participate in more than one Offering Period.
ARTICLE VIII
PURCHASE PRICE
(a) PURCHASE PRICE. The purchase price at which Shares shall be sold
in any Offering Period under the Plan shall be set by the Committee; provided,
however, that the purchase price shall not be less than eighty-five percent
(85%) of the lesser of (a) the fair market value of the Shares on the first
business day in the Offering Period, or (b) the fair market value of the Shares
on the last business day of such Offering Period. Unless otherwise provided by
the Committee
A-2
<PAGE> 38
prior to the commencement of an Offering Period, the purchase price for the
Offering Period shall be eighty-five percent (85%) of the lesser of (a) the fair
market value of the Shares on the first business day in the Offering Period or
(b) the fair market value of the Shares on the last business day of such
Offering Period.
(b) FAIR MARKET VALUE. The fair market value of a Share shall be the
closing sale price on the date in question of a share of Common Stock on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934, as amended, on which such stock is listed, or, if such
stock is not listed on any such exchange, the closing sale price of a share of
such stock on the date in question on the Nasdaq Stock Market or any system then
in use, or if closing sale prices are not available, the highest closing bid
quotation with respect to a share of such stock on the date in question on the
Nasdaq Stock Market, or if no such quotations are available, the fair market
value on the date in question of a Share shall be as determined by the Committee
in good faith.
ARTICLE IX
PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS
(a) ACCUMULATION OF PAYROLL DEDUCTIONS. The purchase price of the
Shares shall be accumulated by payroll deductions over the Offering Period.
Deductions made from the Participant's pay on each payday during the Offering
Period shall not be less than one percent (1%) nor more than ten percent (10%)
of the Participant's total compensation for that pay period. Total compensation
means total taxable compensation paid to an employee and reflected on such
employee's Internal Revenue Service Form W-2, as prepared by the Company,
including salary, commissions, bonuses, overtime pay, shift differentials,
vacation pay and holiday pay, and shall also include any contributions made by
the Company on behalf of an employee pursuant to a salary deferral agreement
pursuant to Code Section 401 and/or Code Section 125. Payroll deductions shall
commence on the first payday during the Offering Period and shall continue to
the end of the Offering Period unless sooner altered or terminated as provided
in the Plan.
(b) CHANGE IN PAYROLL DEDUCTION RATE. A Participant may not decrease
or increase the rate of payroll deductions during an Offering Period. A
Participant may increase or decrease the rate of payroll deductions for any
subsequent Offering Period by filing with the Company a new authorization for
payroll deductions not less than ten (10) business days prior to such subsequent
Offering Period.
(c) PARTICIPANT ACCOUNTS. Individual accounts shall be maintained for
each Participant in the Plan. All payroll deductions made for a Participant
shall be credited to the Participant's account under the Plan and shall be
deposited with the general funds of the Company. Interest shall be paid on, and
added to, such amounts at the same rate and in the same manner as interest is
paid on a regular passbook savings account with the Company. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose.
ARTICLE X
PURCHASE OF SHARES
(a) PURCHASE. On the last business day of an Offering Period, a
Participant shall automatically purchase, subject to the limitations in Article
X(b) and X(c) below, that number of Shares, including fractional Shares, that
can be acquired based on funds credited to the Participant's account pursuant to
Article IX(c) at the purchase price established for the Offering Period pursuant
to Article VIII. Any cash balance remaining in a Participant's account shall be
credited to the Participant's account for a succeeding Offering Period, provided
that such succeeding period commences no later than thirty (30) days after the
current Offering Period,
A-3
<PAGE> 39
unless the Participant elects to have such balance refunded as soon as
practicable after the last day of the Offering Period. No Shares shall be
purchased on behalf of a Participant whose participation in the Plan has
terminated prior to the last day of the Offering Period.
(b) SHARE LIMITATION. Subject to paragraph (c) of this Article X, the
maximum number of Shares which a Participant may purchase in each Offering
Period shall be that number of whole Shares arrived at by dividing $25,000 by
the fair market value of a Share, as described in Article VIII, on the first
business day in the Offering Period.
(c) FAIR MARKET VALUE LIMITATION. No Participant shall be granted an
Option which permits his or her rights to purchase shares of Common Stock under
this Plan and any similar plans of the Company to accrue at a rate which exceeds
$25,000 of fair market value of such shares (determined at the time such Option
is granted) for each calendar year in which such Option is outstanding at any
time, as determined in accordance with Section 423(b)(8) of the Code.
(d) RIGHTS AS A STOCKHOLDER AND EMPLOYEE. A Participant shall have no
rights as a stockholder by virtue of the Participant's participation in the Plan
until shares are purchased and recorded to a Participant's account pursuant to
the exercise of the Participant's Option. Unless otherwise determined by the
Committee, no adjustment shall be made for dividends or distributions or other
rights for which the record date is prior to the date such stock is purchased.
Nothing herein shall confer upon a Participant any right to continue in the
employ of the Company or interfere in any way with any right of the Company to
terminate the Participant's employment at any time.
ARTICLE XI
LEGENDS
Any certificate representing any Shares issued hereunder shall have
endorsed thereon such legends as may be designated by the Company.
ARTICLE XII
WITHDRAWAL
(a) NOTICE OF WITHDRAWAL. A Participant may withdraw from the Plan by
signing and delivering to the Company's Human Resources Department a written
notice of withdrawal on a form provided by the Company for such purpose. Such
withdrawal may be elected at any time prior to the end of an Offering Period.
(b) RETURN OF PAYROLL DEDUCTIONS; SUBSEQUENT PARTICIPANT. Upon
withdrawal from the Plan, the withdrawn Participant's accumulated payroll
deductions shall be returned to the Participant and the Participant's interest
in the Plan shall terminate. In the event a Participant voluntarily elects to
withdraw from the Plan, the Participant may not resume participation in the Plan
during the same Offering Period, but may participate in any succeeding Offering
Period under the Plan by filing a new authorization for payroll deductions in
the same manner as set forth above for initial participation in the Plan.
(c) ISSUANCE OF SHARE CERTIFICATES. A Participant may withdraw any
number of whole Shares held in the Plan at any time by notifying the Company's
Human Resources Department, in writing. The transfer agent will issue the
Participant a certificate for the number of whole Shares requested, and will
retain any whole or fractional Shares in the Participant's account in the Plan
if the Participant continues participation in the Plan. If a Participant makes a
complete withdrawal from the Plan, the transfer agent will issue the Participant
a share certificate for all whole Shares held in a Participant's account and
remit any fractional share interest in cash.
A-4
<PAGE> 40
ARTICLE XIII
TERMINATION OF EMPLOYMENT
Termination of a Participant's employment with the Company for any
reason, including retirement or death or the failure of a Participant to remain
an eligible employee, shall terminate the Participant's participation in the
Plan immediately. In such event, the payroll deductions credited to the
Participant's account shall be returned to the Participant or, in the case of
the Participant's death, to the Participant's legal representative, and all
rights under the Plan shall terminate. A Participant whose participation has
been so terminated may again become eligible to participate in the Plan by again
satisfying the requirements of Article V.
ARTICLE XIV
REPAYMENT OF PAYROLL DEDUCTIONS WITH INTEREST
In the event a Participant's interest in the Plan is terminated, the
Company shall promptly deliver to the Participant the payroll deductions
credited to the Participant's account, with interest as provided herein.
ARTICLE XV
CAPITAL CHANGES
In the event of changes in the Common Stock of the Company due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments shall be made by the
Company in the Shares subject to purchase and in the purchase price per share.
ARTICLE XVI
NONASSIGNABILITY
Only the Participant may elect to exercise the Participant's Option by
continuing participation in the Plan, and no rights or accumulated payroll
deductions of any Participant under the Plan may be pledged, assigned or
transferred for any reason and any such attempt may be treated by the Company as
an election by the Participant to withdraw from the Plan.
ARTICLE XVII
REPORTS
Each Participant shall receive promptly after the last day of each
Offering Period a report of the Participant's account setting forth the total
payroll deductions accumulated, the number of Shares purchased and the remaining
cash balance, if any, to be refunded or applied to a succeeding Offering Period
pursuant to Article X(a).
ARTICLE XVIII
PLAN TERM
This Plan will continue until terminated by the Board or until all of
the Shares reserved for issuance under the Plan have been issued, whichever
shall first occur.
A-5
<PAGE> 41
ARTICLE XIX
AMENDMENT OR TERMINATION OF THE PLAN
The Board may at any time amend or terminate the Plan, except that such
termination cannot affect Options previously granted under the Plan, nor may any
amendment make any change in an Option previously granted which would adversely
affect the right of any Participant, nor may any amendment be made without
approval of the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would authorize the sale of more
shares than are authorized for issuance under the Plan or would change the
designation of corporations whose employees may be offered Options under the
Plan. Notwithstanding any other provision of the Plan to the contrary, in the
event of an amendment to the Plan which affects the rights or privileges of
Options to be offered under the Plan, each Participant with an outstanding
Option shall have the right to exercise such outstanding Option on the effective
date of the amendment and to participate in the Plan for the remaining term of
such outstanding Option pursuant to the terms and conditions of the Plan as
amended. If in accordance with the preceding sentence a Participant elects to
exercise such outstanding Option and to commence participation in the Plan as
amended on the effective date of such amendment, the Participant shall be deemed
to have received a new Option on such effective date.
ARTICLE XX
APPROVAL OF STOCKHOLDERS
This Plan shall be subject to approval by the holders of the Common
Stock of the Company at a duly called meeting of stockholders, which approval
must occur within the period ending twelve months after the date on which this
Plan was adopted by the Board of Directors. In the event that the approval of
the stockholders is not received before the last day of the first Offering
Period, any and all Options granted on the first business day of the first
Offering Period shall be rescinded, and the Company shall promptly refund the
balance of each participating eligible employee's deductions, with interest as
provided herein.
ARTICLE XXI
GOVERNING LAW
To the extent not governed by Federal law, this Plan shall be construed
under the laws of the State of Wisconsin.
A-6
<PAGE> 42
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 27, 1999 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 18, 1999,
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 27,
1999, 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, FOR PROPOSAL 3,
FOR PROPOSAL 4 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. 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
<TABLE>
<S><C>
(for three-year term) 1-PAT RICHTER 2-DONALD D. PARKER 3-RICHARD A. BERGSTROM | | FOR all | | WITHHOLD AUTHORITY
nominees listed to to vote for all
(for one-year term) 4-DONALD D. KROPIDLOWSKI the left (except as nominees listed to the
specified below). 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 approve an amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of the Company's common stock from 30,000,000 to
100,000,000 shares. | | FOR | | AGAINST | | ABSTAIN
3. PROPOSAL to approve the 1999 Employee Stock Purchase Plan. | | FOR | | AGAINST | | ABSTAIN
4. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's independent | | FOR | | AGAINST | | ABSTAIN
auditors for the fiscal year ending March 31, 2000.
5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
NO. OF SHARES
-------------
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? | | NAME CHANGE? | | Date
---------------------------
Signature(s) in Box
Please sign this exactly as your name(s) appear(s)
on this proxy. Which signing in a representative
capacity, please give title. When shares are held
jointly, only one holder need sign.
</TABLE>
<PAGE> 43
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. 401(k) Retirement Plan ("401(k)
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
18, 1999, 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 27, 1999.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2, FOR
PROPOSAL 3 AND FOR PROPOSAL 4. 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 \/
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
401(K) RETIREMENT PLAN
ANCHOR BANCORP WISCONSIN INC. 1999 ANNUAL MEETING
1. ELECTION OF DIRECTORS:
(for three-year term) 1-PAT RICHTER 2-DONALD D. PARKER 3-RICHARD A. BERGSTROM | | FOR all | | WITHHOLD AUTHORITY
nominees listed to to vote for all
(for one-year term) 4-DONALD D. KROPIDLOWSKI 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 approve an amendment to the Company's Articles of [ ] FOR [ ] AGAINST [ ] ABSTAIN
Incorporation to increase the number of authorized shares of
the Company's common stock from 30,000,000 to 100,000,000 shares.
3. PROPOSAL to approve the 1999 Employee Stock Purchase Plan. [ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL to ratify the appointment of Ernst & Young LLP as the [ ] FOR [ ] AGAINST [ ] ABSTAIN
Company's independent auditors for the fiscal year ending March 31,
2000.
5. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
- ------------------------------------------------------------------------------------------------------------------------------------
NO. OF SHARES
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? | | NAME CHANGE? | | Date
---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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, FOR Proposal 3 and FOR
Proposal 4. If you do not return this card, shares
will be voted by the Trustee of the Retirement Plan.
</TABLE>
<PAGE> 44
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 18, 1999, 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 27, 1999.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2, FOR
PROPOSAL 3 AND FOR PROPOSAL 4. SUCH VOTES ARE HEREBY SOLICITED BY THE BOARD OF
DIRECTORS.
<TABLE>
<CAPTION>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
- ------------------------------------------------------------------------------------------------------------------------------------
ES0P
ANCHOR BANCORP WISCONSIN INC. 1999 ANNUAL MEETING
<S><C>
1. ELECTION OF DIRECTORS:
(for three-year term) 1-PAT RICHTER 2-DONALD D. PARKER 3-RICHARD A. BERGSTROM | | FOR all | | WITHHOLD AUTHORITY
nominees listed to to vote for all
(for one-year term) 4-DONALD D. KROPIDLOWSKI 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 approve an amendment to the Company's Articles of Incorporation | | FOR | | AGAINST | | ABSTAIN
to increase the number of authorized shares of the Company's common stock
from 30,000,000 to 100,000,000 shares.
3. PROPOSAL to approve the 1999 Employee Stock Purchase Plan. | | FOR | | AGAINST | | ABSTAIN
4. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's | | FOR | | AGAINST | | ABSTAIN
auditors for the fiscal year independent ending March 31, 2000.
5. In its discretion, the Trustee is authorized to vote upon such other business as may properly come before the meeting.
- ------------------------------------------------------------------------------------------------------------------------------------
NO. OF SHARES
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? | | NAME CHANGE? | | Date
------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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 FOR Proposal 2, FOR Proposal 3 and FOR
Proposal 4. 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> 45
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 18, 1999 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 27, 1999.
<TABLE>
1. ELECTION OF DIRECTORS
<S><C>
| | 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: Pat Richter, Donald D. Parker and Richard A. Bergstrom
Nominees for one-year term: Donald D. Kropidlowski
(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 approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of the Company's common stock
from 30,000,000 to 100,000,000 shares.
| | FOR | | AGAINST | | ABSTAIN
3. PROPOSAL to approve the 1999 Employee Stock Purchase Plan.
| | FOR | | AGAINST | | ABSTAIN
4. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 2000.
| | FOR | | AGAINST | | ABSTAIN
5. 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, FOR Proposal 2, FOR
Proposal 3 and FOR Proposal 4. Such votes are hereby solicited by the Board of
Directors.
Dated: , 1999
--------------------------
--------------------------------
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, FOR Proposal 2, FOR Proposal 3 and FOR
Proposal 4. If you do not return this card, shares
will be voted by the Trustees of the Recognition
Plans.
</TABLE>
<PAGE> 46
June 25, 1999
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,
Douglas J. Timmerman
President
<PAGE> 47
June 25, 1999
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,
Douglas J. Timmerman
President
<PAGE> 48
June 25, 1999
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,
Douglas J. Timmerman
President
