<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Anchor BanCorp Inc.
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
June 16, 2000
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,
4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July 25, 2000 at 2:00
p.m., Central Time. The matters to be considered by stockholders at the Annual
Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting,
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Anchor BanCorp Wisconsin Inc.
are sincerely appreciated.
Sincerely,
/s/ Douglas J. Timmerman
Douglas J. Timmerman
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 3
ANCHOR BANCORP WISCONSIN INC.
25 WEST MAIN STREET
MADISON, WISCONSIN 53703
(608) 252-8700
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 25, 2000
---------------
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, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July
25, 2000 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, in each case
until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending March
31, 2001; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed June 12, 2000 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 16, 2000
================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED, REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
================================================================================
<PAGE> 4
ANCHOR BANCORP WISCONSIN INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 25, 2000
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, 4402 E.
Washington Avenue, Madison, Wisconsin, on Tuesday, July 25, 2000 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 16, 2000.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein; for
ratification of the appointment of Ernst & Young LLP as the Company's auditors
for fiscal 2001; 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.
1
<PAGE> 5
VOTING
Only stockholders of record at the close of business on June 12, 2000
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were approximately 23,729,033 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, up to the number of directors to be elected, 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 to ratify the appointment of Ernst &
Young LLP as the Company's independent auditors for fiscal 2001.
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 proposal 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, consequently, there will not be "broker non-votes."
2
<PAGE> 6
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, 2000.
Three directors are to be elected at the Annual Meeting. All three of
the nominees are current directors of the Company. No nominee for director is
related to any other director or executive officer of the Company by blood,
marriage or adoption.
The remaining five directors will continue to serve in accordance with
their previous elections.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the three 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.
3
<PAGE> 7
NOMINEES FOR DIRECTOR WITH THREE YEAR TERMS EXPIRING IN 2003
<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 58 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.
Bruce A. Robertson 76 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 44 Director; President and Director of Wisconsin 1994
Cheeseman, Inc., a direct food and gift company
located in Sun Prairie, Wisconsin.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEES FOR DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
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 59 Chairman, President and Chief Executive Officer; has 1971
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 50 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>
4
<PAGE> 8
DIRECTORS WITH 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 58 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 62 Director; Former Officer, Director and Chairman of 1999
the Board of FCB Financial Corp. and Fox Cities
Bank, F.S.B.
Richard A. Bergstrom 49 Director; President of Bergstrom Corporation since 1999
January 1998, previously served as Executive Vice
President of Bergstrom Corporation.
</TABLE>
------------------
(1) Includes service as director of the Bank.
(2) Excludes service with predecessor institutions.
5
<PAGE> 9
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 anniversary date of 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, 2000. In addition, there
were two 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, 2000, 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, 2000, are Ms.
Berkenstadt and Messrs. Larson, Richter and Robertson.
The Compensation Committee of the Board of Directors determines
compensation for executive officers. The members of this committee, which met
three times during the fiscal year ended March 31, 2000, 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, 2000 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, 2000.
6
<PAGE> 10
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 57). Mr. Cattelino currently serves as Vice
President and Secretary of the Company and as Senior Vice President - Marketing
and Retail Administration for the Bank. He 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 Investment Services, Inc. and
the Mendota Gridiron Club.
Michael W. Helser (age 55). 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 51). 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 49). 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 50). 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 44). 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.
7
<PAGE> 11
Mark D. Timmerman (age 32). Mr. Timmerman currently serves as Assistant
Secretary and General Counsel of the Company and as Vice President, Secretary
and General Counsel for the Bank. He joined the Bank in 1994 and is responsible
for a wide variety of legal, administrative, and compliance functions for the
Company and Bank. In 1996 he was promoted to Assistant Vice President and
Assistant Secretary of the Bank. In 1998, he was appointed to his present
position. Mr. Timmerman received both his undergraduate and law degree from the
University of Wisconsin-Madison. He is a member of the Board of Directors of the
Bank and is active in various local civic organizations and clubs.
8
<PAGE> 12
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 16, 2000 (1)
--------------------------------------------------------
Name of Beneficial Owner No. %
----------------------------------------------------------- --------------------------------------------------------
<S> <C> <C> <C>
Anchor BanCorp Wisconsin Inc. 1,364,490 (2) 5.74%
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin
Directors:
Holly Cremer Berkenstadt 84,100 (3) *
Richard A. Bergstrom 78,725 (4) *
Donald D. Kropidlowski 128,201 (5) *
Greg M. Larson 91,536 (6) *
Donald D. Parker 172,380 (7) *
Pat Richter 96,248 (8) *
Bruce A. Robertson 99,436 (9) *
Douglas J. Timmerman 1,693,437 (10) 6.90
Executive officers who are not
Directors:
J. Anthony Cattelino 304,626 (11) 1.28
Michael W. Helser 296,549 (12) 1.24
Daniel K. Nichols 132,710 (13) *
Donald F. Bertucci, Jr. 111,246 (14) *
All directors and executive officers 3,735,650 (15) 14.78
of the Company and the Bank as a
group (17 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> 13
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, all shares held in the Trust have been
allocated to the accounts of participating employees. Under the terms
of the ESOP, the Trustees must vote all allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Allocated shares for which employees do not give
instructions 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 50,942 shares held jointly with Mr. Kropidlowski's wife with
whom voting and dispositive power is shared, 2,220 shares held by Mr.
Kropidlowski's wife, which may be deemed to be beneficially owned by
Mr. Kropidlowski, 15,633 shares held in the ESOP allocated to Mr.
Kropidlowski's account, and 54,826 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date.
(6) Includes 31,760 shares held jointly with Mr. Larson's wife, with whom
voting and dispositive power is shared, 2,136 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 50,964 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, 6,126 shares held in the Company's Retirement Plan allocated to
Mr. Parker's account, and 21,045 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 40,200 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 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.
10
<PAGE> 14
(9) 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.
(10) Includes 778,374 shares held in a living trust for the benefit of Mr.
Timmerman and his wife, 134,744 shares held in the Company's Retirement
Plan allocated to Mr. Timmerman's account, 28,847 shares held in the
ESOP allocated to Mr. Timmerman's account, 2,600 restricted shares
granted pursuant to the Company's Management Recognition Plans and
748,872 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date. Does not
include 458,795 shares of Common Stock held by a rabbi trust
established by the Bank to fund certain benefits to be paid to Mr.
Timmerman pursuant to a deferred compensation agreement entered into
between the Bank and Mr. Timmerman, a Supplement Executive Retirement
Plan and an Excess Benefit Plan; Mr. Timmerman does not possess voting
or investment power with respect to such shares. See "Executive
Compensation - Deferred Compensation Agreement" and "- Supplemental
Executive Retirement Plan and Excess Benefit Plan."
(11) Includes 156,285 shares held jointly with Mr. Cattelino's wife, with
whom voting and dispositive power is shared, 1,160 shares owned by Mr.
Cattelino's wife and 4,500 shares owned by Mr. Cattelino's children,
which Mr. Cattelino may be deemed to beneficially own, 35,903 shares
held in the Company's Retirement Plan allocated to Mr. Cattelino's
account, 25,076 shares held in the ESOP allocated to Mr. Cattelino's
account, 2,600 restricted shares granted pursuant to the Company's
Management Recognition Plans and 77,602 shares which may be acquired
pursuant to the exercise of stock options exercisable within 60 days of
the Voting Record Date. Does not include 12,232 shares of Common Stock
held by a rabbi trust established by the Bank to fund certain benefits
pursuant to an Excess Benefit Plan. See "Executive Compensation -
Supplemental Executive Retirement Plan and Excess Benefit Plan."
(12) Includes 152,410 shares held jointly with Mr. Helser's wife, with whom
voting and dispositive power is shared, 1,100 shares held by Mr.
Helser's wife in trust for the benefit of their children, which Mr.
Helser may be deemed to beneficially own, 37,874 shares held in the
Company's Retirement Plan allocated to Mr. Helser's account, 25,063
shares held in the ESOP allocated to Mr. Helser's account, 2,600
restricted shares granted pursuant to the Company's Management
Recognition Plans and 77,602 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date. Does not include 11,732 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 34,399 shares held jointly with Mr. Nichols' wife, with whom
voting and dispositive power is shared, 26,826 shares held in the
Company's Retirement Plan allocated to Mr. Nichols' account, 14,337
shares held in the ESOP allocated to Mr. Nichols' account, 7,600
restricted shares granted pursuant to the Company's Management
Recognition Plans and 49,548 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date.
11
<PAGE> 15
(14) Includes 19,120 shares held jointly with Mr. Bertucci's wife, with whom
voting and dispositive power is shared, 13,025 shares held in the
Company's Retirement Plan allocated to Mr. Bertucci's account, 15,053
shares held in the ESOP allocated to Mr. Bertucci's account, 7,600
restricted shares granted pursuant to the Company's Management
Recognition Plans and 54,548 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date.
(15) Includes 269,155 shares held in the Company's Retirement Plan allocated
to the accounts of executive officers, 43,700 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 1,489,418 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 482,759 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 10, 11 and 12 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, 2000.
12
<PAGE> 16
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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
=================================================================================================================================
Annual Compensation Long Term Compensation
----------------------------------------- ----------------------------------
Awards Payouts All Other
Name and Fiscal Other Annual Compensation
Principal Position Year Salary(1) Bonus Compensation (2) ----------- ----------- ---------- (5)
Stock LTIP
Grants(3) Options(4) Payouts
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 2000 $458,750 $163,500 $0 $ 69,903 31,870 $ 0 $ 73,062
President and Chief 1999 449,511 141,500 0 99,222 95,000 0 36,945
Executive Officer 1998 437,002 135,500 0 41,850 140,000 0 36,410
---------------------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 2000 $129,412 $ 58,000 $0 $ 29,900 0 $ 0 $ 9,814
Vice President and 1999 125,625 76,437 0 31,497 6,000 0 8,770
Secretary 1998 120,988 42,398 0 4,963 30,000 0 11,902
---------------------------------------------------------------------------------------------------------------------------------
Michael W. Helser 2000 $129,412 $ 58,000 $0 $ 29,999 0 $ 0 $ 14,120
Treasurer and Chief 1999 125,625 76,437 0 31,497 6,000 0 8,926
Financial Officer 1998 120,988 42,398 0 4,963 30,000 0 11,902
---------------------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 2000 $ 88,259 $ 58,000 $0 $123,338 4,000 $ 0 $ 7,845
First Vice President - 1999 83,103 61,057 0 31,497 5,000 0 7,504
Commercial Lending 1998 80,958 30,944 0 4,963 12,000 0 9,864
---------------------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci 2000 $ 88,259 $ 48,000 $0 $123,338 0 $ 0 $ 7,442
First Vice President - 1999 83,103 61,057 0 31,497 5,000 0 7,650
Residential Lending 1998 80,958 30,944 0 4,963 12,000 0 9,864
=================================================================================================================================
</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, 2000 is $80,149, $40,464, $40,464,
$118,279 and $118,279 respectively. The awards vest within six months
from the date of grant. Recipients receive dividends paid on restricted
stock prior to vesting.
13
<PAGE> 17
(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 2000, 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 $6,450, $6,450, $6,450, $5,940 and
$5,537, respectively, and the Company's Retirement Plan of $4,425,
$3,364, $3,993, $1,905 and $1,905, respectively, and paid time off
received as cash of $35,437 and $3,677 by Mr. Timmerman and Mr. Helser,
respectively, as well as the payment of director's fees to Mr.
Timmerman in the amount of $26,250.
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, 2000.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
====================================================================================================================
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 Price (2) Date 5% 10%
(1)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Douglas J. Timmerman 31,870 42.6% $ 15.6875 11/19/09 $ 314,423 $ 796,808
--------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 4,000 5.4 15.6875 11/19/09 39,463 100,007
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Percentage of options granted to all employees during the fiscal year
ended March 31, 2000.
(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 $25.55 and $40.69 for grants whose
exercise price is $15.6875 per share.
14
<PAGE> 18
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, 2000 and options
held at March 31, 2000.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
====================================================================================================================
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 109,272 $1,584,978 670,781 109,961 $5,608,683 $ 206,029
--------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 28,000 348,769 76,602 13,000 594,832 47,813
--------------------------------------------------------------------------------------------------------------------
Michael W. Helser 23,300 266,079 69,602 13,000 516,694 47,813
--------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci, Jr. 7,500 80,813 48,048 6,500 340,558 12,625
--------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 3,000 38,063 41,048 10,500 305,527 12,625
====================================================================================================================
</TABLE>
(1) Based on a per share market price of $15.563 at March 31, 2000.
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, 2000, 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> 19
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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 2000 fiscal year, the
Committee met three (3) times. However, it should be noted that the Committee
members meet informally at least quarterly.
The members of the Compensation Committee of both the Company and Bank
are identical. No member of the Committee is 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
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 overall compensation guidelines utilized 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 of all Stock Option Plans and/or
Management Recognition Plans. This oversight extends to any grants or awards
made during the year.
During the 2000 fiscal year, the Committee met two (2) times. However,
it should be noted, that the Committee members meet informally at least
quarterly. The members of the Compensation Committee of both the Company and
Bank are identical. No member of the Committee is an employee of the Company or
any subsidiary. In addition to their basic, overall responsibility for
compensation, the Committee believes its deliberations, recommendations, and
actions meet the Commission's 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 is designed to fairly reimburse the Bank for activities of any
officer or employee on behalf of the Company. The agreement is reviewed annually
by both regulators and auditors.
16
<PAGE> 20
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 2000 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 designed a compensation package in which a
significant portion of the compensation paid to senior management (including
named officers) be incentive-based. 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 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 executive officers of the Company and
the Bank incorporates the Committee's desire 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 to
address 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 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 Committee
authorizes all 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.
17
<PAGE> 21
Stock option grants, with deferred vesting, 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
as well as other non-executive officers during fiscal 2000. The executive
management group is comprised of Messrs. D. Timmerman, Cattelino, Helser,
Bertucci, Nichols, Osterholz and M. Timmerman. Mr. D. Timmerman received a grant
of 31,870 options; a total of 74,740 options were granted to all executive
management and other non-executive officers. In addition, Management Recognition
Plan (MRP) shares were awarded to D. Timmerman in the amount of 4,150; a total
of 38,950 were awarded to all members of the executive management group. 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 (the "Code"),
as amended, 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 Compensation Committee's commitment to link
compensation with performance as described in this report, the Compensation
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 2000 to the Chief Executive Officer of
the Company and the Bank, Douglas Timmerman, reflects the considered judgement
of the Committee embracing the policy and process described previously.
Mr. Timmerman's base salary was $458,750 for fiscal 2000. This is an
increase of 2.05% over fiscal 1999. In determining the Chief Executive Officer's
fiscal 2000 salary, the Committee continued to consider salaries offered by
investor owned savings institutions and banks nationwide, as well as the
consultant study referred to previously. In addition, the Committee chose to
consider the Bank's acquisition of FCB Financial (and its subsidiary bank, Fox
Cities Bank) as a major accomplishment during the year. The Bank's assets grew
more than 23.5% and 13 full service offices were added to the Bank's branch
network. Various standard performance comparisons utilized in past years were
adjusted to reflect the impact of the merger. One-time charges and other merger
related expenses totaled $10.7 million. Cash dividends were increased by 40% to
$.28 per share annually. Total assets continued to grow and were in excess of
$2.80 billion at March 31, 2000. In establishing the Chief Executive Officer's
salary, the Committee
18
<PAGE> 22
also considered Mr. Timmerman's contribution in 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 achievements during the year, Mr.
Timmerman was granted an incentive award of $163,500 (35.64% 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 short-term incentive plan.
Dated April 27, 2000.
Respectfully submitted:
Greg M. Larson, Director
Pat Richter, Director
Bruce A. Robertson, Director
19
<PAGE> 23
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a five-year measurement period since March 31, 1995 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.
[LINE GRAPH]
<TABLE>
<CAPTION>
3/31/95 3/31/96 3/31/97 3/31/98 3/31/99 3/31/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Anchor Bancorp Wisconsin Inc. 100.00 128.24 170.40 342.70 241.70 253.44
Media General Peer Group Index 100.00 141.45 196.94 327.91 266.27 205.15
Nasdaq Stock Market (U.S.) 100.00 134.51 150.48 227.41 297.18 547.25
</TABLE>
20
<PAGE> 24
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") have entered
into employment agreements with Messrs. Douglas 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 salaries of $470,000, $135,150 and $135,150, 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.
21
<PAGE> 25
The Company and the Bank also have entered into severance agreements
with Messrs. Osterholz, Weimert, Bertucci, Nichols and Mark Timmerman. 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 $87,710 to $101,635.
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. Douglas 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.
22
<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. Douglas
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, 2000, Mr. Timmerman's final average earnings amounted to
$557,235 and Mr. Timmerman had 22 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. Douglas 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.
23
<PAGE> 27
INDEBTEDNESS OF MANAGEMENT
Directors, officers and employees of the Company and its subsidiaries
are permitted to borrow from the Bank in accordance with the requirements of
federal and state law. All loans made by the Bank to directors and executive
officers or their related interests have been made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. It is the belief of management of the Company that at the time of
origination these loans neither involved more than the normal risk of
collectibility nor presented any other unfavorable features. As of March 31,
2000, the Bank had $7.6 million of loans outstanding to directors and executive
officers of the Company and its subsidiaries and their related interests.
24
<PAGE> 28
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending March 31, 2001, 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
auditors 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, 2001.
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, 2001, 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 17, 2001. 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 2001,
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 17, 2001.
A stockholder's notice must set forth as to each matter the stockholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting, (b) the name and address, as
they appear on the Company's books, of the stockholder proposing such business,
(c) the class and number of shares of Common Stock of the Company which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business.
25
<PAGE> 29
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended
March 31, 2000 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
26
<PAGE> 30
REVOCABLE PROXY
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
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 25, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 12, 2000,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full power 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 25,
2000, at 2:00 p.m., Central Time, and at any adjournment of said meeting and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, as follows:
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
ANCHOR BANCORP WISCONSIN INC. 2000 ANNUAL MEETING
<TABLE>
<S><C>
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1. ELECTION OF DIRECTORS:
(for three-year term) 1 - Holly Cromer Berkenstadt 2 - Donald D. Kropidlowski [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all
3 - Bruce A. Robertson (except as specified nominees listed to
below). the left.
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s)----> [ ]
of the nominee(s) in the box provided to the right),
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending March 31, 2001. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
If your name or address has changed
Please check appropriate box and Date
Indicate changes below. ------------------------ NO. OF SHARES
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
Please sign this exactly as your
name(s) appear(s) on this proxy.
When signing in a representative
capacity, please give title. If
shares are held jointly, only one
holder need sign.
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</TABLE>
<PAGE> 31
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs IFTC, 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 12, 2000, 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 25, 2000.
The Company's Board of Directors recommends a vote FOR election of the
Board of Directors' nominees to the Board of Directors, and FOR Proposal 2.
Such votes are hereby solicited by the Board of Directors.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
401(k) RETIREMENT PLAN
ANCHOR BANCORP WISCONSIN INC. 2000 ANNUAL MEETING
<TABLE>
<S><C>
-- --
| |
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1. ELECTION OF DIRECTORS:
(for three-year term) 1 - Holly Cremer Berkenstadt 2 - Donald D. Kropidlowski [ ] FOR all nominees [ ] WITHHOLD
listed to the left AUTHORITY
3 - Bruce A. Robertson (except as specified to vote for
below). all nominees
listed to
the left.
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s)--------> [ ]
of the nominees(s) in the box provided to the right).
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending March 31, 2001. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other business as may properly come before the meeting.
If your name or address has changed,
Please check appropriate box and Date NO. OF SHARES
Indicate changes below. --------------------
Address Change? [ ] Name Change? [ ] [ ]
SIGNATURE(S) IN BOX
If you return this card properly
signed but do not otherwise
specify, shares will be voted
FOR election of the Board of
Directors' nominees to the Board
of Directors and FOR Proposal 2. If
you do not return this card,
shares will be voted by the
Trustee of the Retirement Plan.
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</TABLE>
<PAGE> 32
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created
pursuant to the Employee Stock Ownership Plan ("ESOP") of Anchor BanCorp
Wisconsin, Inc. (the "Company"), to vote the shares of Common Stock of the
Company which were allocated to my account as of June 12, 2000, 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 25, 2000.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEE TO THE BOARD OF DIRECTORS, AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
__ __
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
--- ESOP ---
| ANCHOR BANCORP WISCONSIN INC. 2000 ANNUAL MEETING |
| |
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS:
(for three-year term) 1 - Holly Cremer Berkenstadt 2 - Donald D. Kropidlowski [ ]FOR all nominees [ ] WITHHOLD AUTHORITY
3 - Bruce A. Robertson listed to the left to vote for all
(except as specified nominees listed to
below). the left.
(Instructions: To withhold authority to vote for any indicated nominee,
Write the number(s) of the nominees(s) in the box provided to the right). ---------> [ ]
[ ] FOR [ ] AGAINST [ ]ABSTAIN
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's independent auditors
for the fiscal year ending March 31, 2001.
3. In its discretion, the Trustee is authorized to vote upon such other business as may properly come before the meeting.
If your name or address has changed,
Please check appropriate box and Date NO. OF SHARES
indicate changes below. -------------------- [ ]
Address Change? [ ] Name Change? [ ] SIGNATURE(S) IN BOX
If you return this card properly signed
but do not otherwise specify, shares will
be voted FOR election of the Board of
Directors' nominees to the Board of
Directors and FOR Proposal 2 if you do
not return this card. Shares will be voted
by the Trustees of the ESOP in the
| preparation as the allocated shares under |
| the ESOP have voted. |
--- ---
</TABLE>
