SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Alliance Bancorp
______________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1),or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
[ ] 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>
ALLIANCE BANCORP
One Grant Square
Hinsdale, Illinois 60521
(630) 323-1776
May 18, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Alliance Bancorp to be held on Wednesday, June 23, 1999, at Ashton Place, 341
W. 75th Street, Willowbrook, Illinois, at 10:00 a.m., Chicago time (the "Annual
Meeting"). Notice of the Annual Meeting, a Proxy Statement and a White Proxy
Card are enclosed.
At the Annual Meeting, you will be asked to consider and vote upon the
election of five directors of Alliance Bancorp for a term of three years each
and the ratification of KPMG LLP as independent auditors of Alliance Bancorp for
the fiscal year ending December 31, 1999.
I encourage you to attend the Annual Meeting in person. Whether or not
you do, I hope you will read the Proxy Statement and sign and date the White
Proxy Card and return it in the enclosed postage-paid envelope. This will save
Alliance Bancorp additional expense in soliciting proxies and will ensure that
your shares are represented. Please note that you may vote in person at the
Annual Meeting even if you have previously returned the Proxy Card.
Thank you for your attention to this important matter.
Sincerely,
Fredric G. Novy Kenne P. Bristol
Chairman of the Board President and Chief Executive Officer
<PAGE>
ALLIANCE BANCORP
One Grant Square
Hinsdale, Illinois 60521
(630) 323-1776
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 23, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Alliance Bancorp (the "Company") will be held on Wednesday,
June 23, 1999, at Ashton Place, 341 W. 75th Street, Willowbrook, Illinois, at
10:00 a.m., Chicago time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and
voting upon the following matters:
(1) The election of five directors of the Company for a term of three
years each;
(2) The ratification of KPMG LLP as independent auditors of the
Company for the fiscal year ending December 31, 1999; and
To transact such other business as may properly come before the Annual Meeting
or any and all adjournments and postponements thereof.
Pursuant to the Bylaws, the Board of Directors has fixed May 12, 1999
as the voting record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournments thereof. Only
holders of the Common Stock of the Company as of the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at One Grant Square, Hinsdale, Illinois for a period
of ten days prior to the Annual Meeting and will also be available for
inspection at the meeting itself.
By Order of the Board of Directors,
Richard A. Hojnicki
Secretary
Hinsdale, Illinois
May 18, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE
ENCLOSED WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
ALLIANCE BANCORP
One Grant Square
Hinsdale, Illinois 60521
(630) 323-1776
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
June 23, 1999
This Proxy Statement is being furnished to the stockholders of Alliance
Bancorp (the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
(the "Annual Meeting") scheduled to be held on Wednesday, June 23, 1999, at
Ashton Place, 341 W. 75th Street, Willowbrook, Illinois, at 10:00 a.m., Chicago
time, and at any and all adjournments or postponements thereof.
- --------------------------------------------------------------------------------
REVOCATION OF PROXIES
- --------------------------------------------------------------------------------
Stockholders who execute the White Proxy Card in the form solicited
hereby retain the right to revoke the proxy in the manner described below.
Unless so revoked, the shares represented by such proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies solicited on behalf of the
Board of Directors of the Company will be voted in accordance with the
directions given thereon. Where no instructions are indicated, validly executed
White Proxy Cards will be voted "FOR" the proposals set forth in this Proxy
Statement for consideration at the Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above. The presence at the Annual
Meeting of any stockholder who had returned a proxy shall not revoke such proxy
unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of the Company prior
to the voting of such proxy.
- --------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
Holders of record of the Company's common stock, par value $0.01 per
share (the "Common Stock") as of the close of business on May 12, 1999 (the
"Record Date") are entitled to one vote for each share then held. As of the
Record Date, the Company had __________ shares of Common Stock issued and
outstanding. The presence in person or by proxy of a majority of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which the authority to vote
for the nominees being proposed is withheld. The affirmative vote of holders of
a majority of the total votes present at the Annual Meeting in person or by
proxy is required for the ratification of KPMG LLP as the Company's auditors.
Abstentions and broker non-votes will be counted for purposes of determining
that a quorum is present, but will not be counted as votes in favor of Proposal
II.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Company's Common Stock
are required to file certain reports regarding such ownership with the Company
and with the Securities and Exchange Commission ("SEC"), in accordance with the
Securities Exchange Act of 1934 (the "Exchange Act"). Based on reports filed
with the SEC, there were no persons who beneficially owned of more than five
percent of the Common Stock outstanding as of May 12, 1999.
1
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL I--ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
Election of Company Directors
The Board of Directors of the Company is comprised of 15 members
divided into three classes. Directors are elected for staggered terms of three
years each, with the term of office of only one class of Directors expiring in
each year. The table below sets forth certain information regarding the members
of the Board, including the five nominees for election to the Board at the 1999
Annual Meeting of Stockholders, as well as information regarding the executive
officers of the Company.
The names of the five nominees for election to the Board of Directors
are set forth below, along with certain other information concerning such
individuals, and the other members of the Board, as of May 12, 1999. Management
believes that such nominees will stand for election and will serve if elected as
Directors. However, if any person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person as the Board of Directors may recommend.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES WHOSE NAMES APPEAR BELOW.
<TABLE>
<CAPTION>
Amount and
Nature of
Year First Beneficial Percent
Name, Age, Principal Occupation and Elected Term to Ownership of of
Business Experience for Past 5 Years to Board (1) Expire Stock (2) Class
------------------------------------ -------------- ------ --------- ------
NOMINEES AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS
<S> <C> <C> <C> <C> <C>
Edward J. Burns, Age 69 (3)................. 1963 2002 204,628(4) 1.72%
Retired; Chairman of the Board of
Liberty Bancorp from 1991 and
Liberty Federal Savings from 1982
until February 1997. President and
Chief Executive Officer of Liberty
Bancorp and Liberty Federal Savings
until 1994.
Whit G. Hughes, Age 73...................... 1982 2002 102,639(5) 0.86%
Chairman and former Chief Executive
Officer of Hughes Enterprises, Inc., a
distributor of appliances and parts and
a developer and operator of self-service
laundry stores.
Edward J. Nusrala, Age 59 (3)............... 1997 2002 24,200(6) 0.20%
Founder, owner and President of
Famous Brand Shoes, Inc., a retail shoe company.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Year First Beneficial Percent
Name, Age, Principal Occupation and Elected Term to Ownership of of
Business Experience for Past 5 Years to Board (1) Expire Stock (2) Class
------------------------------------ -------------- ------ --------- ------
<S> <C> <C> <C> <C> <C>
William R. Rybak, Age 48 (3)................ 1986 2002 58,668(7) 0.49%
Chairman of the Board of Directors of
Hinsdale Federal from 1990 to
February 1997, and Chairman of the
Board of Hinsdale Financial from its
formation in 1992 to February 1997.
Executive Vice President and Chief
Financial Officer of Van Kampen American
Capital, Inc., a financial services
company specializing in money
management and the distribution of mutual
funds.
Donald E. Sveen, Age 67 (3)................. 1971 2002 103,000(7) 0.86%
Retired; prior to July 1996, President,
Chief Operating Officer and Director
of The John Nuveen Company and
Subsidiaries and Chairman, Chief
Executive Officer and Director of the
Nuveen Select Tax-Free Income
Portfolio Funds. Nuveen is a financial
services company specializing in tax-
exempt investments and money
management.
CONTINUING DIRECTORS
Howard R. Jones, Age 63..................... 1991 2000 60,544(7) 0.51%
President of Packaging Design
Corporation, a manufacturer of
corrugated containers and specialties.
Fredric G. Novy, Age 60 (3)................. 1994 2000 286,157(8) 2.40%
Chairman of the Board of Directors of
Alliance Bancorp and Liberty Federal
Bank; President and Chief Executive
Officer of Liberty Bancorp and Liberty
Federal Savings from 1994 to February
1997. President of Cragin Financial
Corporation and Cragin Federal Bank
for Savings from 1990 through 1994.
William C. O'Donnell, Age 76................ 1979 2000 136,574(5) 1.14%
President of ODON Communications
Group, a radio broadcasting company.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Year First Beneficial Percent
Name, Age, Principal Occupation and Elected Term to Ownership of of
Business Experience for Past 5 Years to Board (1) Expire Stock (2) Class
------------------------------------ -------------- ------ --------- ------
<S> <C> <C> <C> <C>
Russell F. Stephens, Jr., Age 66............ 1971 2000 46,198(7) 0.39%
President of Insurance Concepts &
Design Inc., an insurance agency.
Vernon B. Thomas, Jr., Age 65 (3)........... 1969 2000 150,587(5) 1.26%
Attorney whose practice concentrates
in corporate, banking, real estate and
estate planning.
Kenne P. Bristol, Age 56 (3)................ 1986 2001 183,193(9) 1.54%
President and Chief Executive Officer
of Alliance Bancorp and Liberty
Federal Bank; previously President and
Chief Executive Officer of Hinsdale
Financial and Hinsdale Federal.
Howard A. Davis, Age 51..................... 1995 2001 37,062(10) 0.31%
President and Chief Executive Officer
of Preferred Mortgage Associates, Ltd.,
a subsidiary of the Bank.
H. Verne Loeppert, Age 77................... 1964 2001 73,971(11) 0.62%
Retired; until December 31, 1996,
President and Chief Executive Officer
of CDV Corporation, a holding
company whose subsidiaries are
engaged in metal working tool
manufacturing.
David D. Mill, Age 70 (3)(12)............... 1967 2001 123,057(5) 1.03%
Dentist; Dr. Mill has owned his own
general dental practice since 1957.
Richard E. Webber, Age 69................... 1959 2001 298,476 2.50%
Mr. Webber is the former President
and Chief Financial Officer of
Southwest Bancshares and President
and Chief Executive Officer of
Southwest Federal. Previously, he had
been President of Southwest Federal
since 1970 and Chief Executive Officer
of Southwest Federal since 1959.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Year First Beneficial Percent
Name, Age, Principal Occupation and Elected Term to Ownership of of
Business Experience for Past 5 Years to Board (1) Expire Stock (2) Class
------------------------------------ -------------- ------ --------- ------
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
<S> <C> <C>
Richard A. Hojnicki, Age 49................. -- -- 81,510(13) 0.68%
Mr. Hojnicki is Executive Vice
President, Secretary and Chief
Financial Officer of Alliance Bancorp
and Liberty Federal Bank.
Edward J. Munin, Age 45..................... -- -- 3,167(14) 0.03%
Mr. Munin is a Senior Vice President
of Liberty Federal Bank and President
and Chief Executive Officer of Liberty
Financial Services, Inc., a subsidiary of
the Bank.
All directors and executive officers as a -- -- 1,973,631(15) 16.54%
group (17persons)
</TABLE>
(1) Includes service on the Board of Directors of Hinsdale Federal Bank for
Savings, Liberty Federal Savings Bank, or Southwest Federal Savings and
Loan Association of Chicago.
(2) Unless otherwise indicated, each person effectively exercises sole (or
shared with spouse) voting and dispositive power as to the shares
reported.
(3) Also serves on the Board of Directors of Liberty Federal Bank, the
wholly-owned subsidiary of the Company.
(4) Includes 114,868 shares with respect to Mr. Burns which may be acquired
through the exercise of stock options granted under the Liberty Bancorp,
Inc. Amended and Restated 1991 Incentive Stock Option Plan (the "Liberty
Bancorp Incentive Stock Option Plan").
(5) Includes 49,657 shares subject to options which may be acquired by each
outside director indicated under the Liberty Bancorp, Inc. 1991 Stock
Option Plan for Outside Directors (the "Liberty Bancorp Directors' Option
Plan").
(6) Includes 15,000 shares that may be acquired by Mr. Nusrala pursuant to the
exercise of options granted under the Hinsdale Financial Directors' Option
Plan.
(7) Includes 23,043 shares that may be acquired pursuant to the exercise of
options granted under the Hinsdale Financial Corporation 1992 Stock Option
Plan for Outside Directors (the "Hinsdale Financial Directors' Option
Plan").
(8) Includes 183,669 shares with respect to Mr. Novy which may be acquired
through the exercise of stock options under the Liberty Bancorp Incentive
Stock Option Plan, and 8,334 shares which may be acquired pursuant to
presently exercisable stock options by Mr. Novy.
(9) Includes 136,411 shares that may be acquired pursuant to presently
exercisable stock options by Mr. Bristol.
(10) Includes 32,500 shares that may be acquired pursuant to presently
exercisable stock options by Mr. Davis.
(11) Includes 45,495 shares subject to options which may be acquired by Mr.
Loeppert under the Liberty Bancorp Directors' Option Plan.
(12) Dr. Mill is married to Mr. Burns' first cousin.
(13) Includes 44,729 shares that may be acquired pursuant to presently
exercisable stock options by Mr. Hojnicki.
(14) Includes 1,667 shares that may be acquired pursuant to presently
exercisable stock options by Mr. Munin.
5
<PAGE>
(15) Includes 522,178 shares that may be acquired pursuant to presently
exercisable stock options granted to executive officers of the Company and
its subsidiaries, and 351,295 shares that may be acquired pursuant to
presently exercisable stock options granted to directors who are not
executive officers.
Beneficial Ownership Reports by Directors and Officers
The Common Stock is registered pursuant to Section 12(g) of the Exchange
Act. The officers and directors of the Company and beneficial owners of greater
than 10% of the outstanding shares of Company Common Stock ("10% beneficial
owners") are required to file reports on Forms 3, 4 and 5 with the SEC
disclosing beneficial ownership and changes in beneficial ownership of the
Company Common Stock. SEC rules require disclosure in the Company's Proxy
Statement and Annual Report on Form 10-K of the failure of an officer, director
or 10% beneficial owner of the Company Common Stock to file a Form 3, 4 or 5 on
a timely basis. President and Chief Executive Officer Bristol filed a Form 4 in
October to report one transaction that should have been reported in September,
and filed a Form 4 in September to report one transaction that should have been
reported in August. Director Burns filed a Form 5 to report one transaction
which should have been reported on Form 4. Director Hughes filed a Form 5 to
report one transaction which should have been reported on Form 4. Senior Vice
President Munin filed a Form 4 in May to report one transaction which should
have been reported in February. Director Stachnik filed a Form 5 to report three
transactions which should have been reported on Form 4. Based on the Company's
review of such ownership reports, no other officer, director or 10% beneficial
owner of the Company failed to file ownership reports on a timely basis for the
fiscal year ended December 31, 1998.
Meetings of the Board of Directors and Committees of the Board
During fiscal 1998, the Board of Directors of the Company met _____ times.
The Company and Liberty Federal Bank (the "Bank") maintain an Executive
Committee, an Audit and Compliance Committee, and a Compensation and Personnel
Administration Committee. In addition to these committees the Bank maintains an
Asset/Liability-Budget Committee. No Director attended fewer than 75%, in the
aggregate, of the total number of Board meetings held during fiscal 1998 and the
total number of committee meetings on which he served during the year, as to
both the Company and the Bank.
The Executive Committee currently consists of Directors Rybak (Chairman)
Burns (Vice Chairman), Bristol, Loeppert, Novy, O'Donnell, Stephens, Sveen and
Jones. This Committee exercises the authority of the Board when the Board is not
in session, subject to applicable law. Any activity is reported to the Board on
a monthly basis. The Executive Committee met___ times during fiscal 1998.
The Audit and Compliance Committee currently consists of Directors
Loeppert (Chairman), Jones, Mill, Nusrala and Rybak. This Committee receives
reports as necessary to review the results of the internal audit program, the
independent audit, and other matters that affect the Company or the Bank. The
Audit and Compliance Committee did/did not meet in fiscal 1998.
The Company's Nominating Committee is not a standing committee but is
convened as needed with director members appointed by the Chairman. While the
Committee will consider nominees recommended by stockholders, it has not
actively solicited recommendations from stockholders. Nominations by
stockholders must comply with certain procedural and informational requirements
set forth in the Company's Bylaws.
The Compensation and Personnel Administration Committee currently consists
of Directors Sveen (Chairman), Burns, Hughes, Nusrala and Stephens. The
Committee reviews and administers compensation, officer promotions, benefits and
other matters of personnel policy and practice. The Committee met _____ times
during fiscal 1998.
6
<PAGE>
Directors' Compensation
Fees. Outside directors of the Company receive a fee of $1,500 per meeting
of the Board. Outside Directors of the Bank receive a monthly fee of $1,500.
Directors who are not officers also receive $300 for each committee meeting
attended. Outside Directors of the Bank's subsidiaries receive $300 per quarter
for serving on one or all of these Boards.
Stock Benefit Plans for Directors. Directors have received options to
purchase common stock under various stock option plans. Currently, directors are
eligible to receive stock options and restricted stock awards under the 1997
Long- Term Incentive Stock Benefit Plan. Effective June 30, 1998, the date of
the acquisition of Southwest Bancshares, Inc., Richard E. Webber was granted an
option to purchase 30,000 shares of Common Stock, which option vests in three
equal annual installments. The exercise price for these options was $24.25, the
fair market value of the Common Stock at the date of grant.
Executive Compensation
Compensation Committee Report. Under rules established by the SEC, 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 Compensation and Personnel Administration Committee, at
the direction of the Board of Directors has prepared the following report, which
report relates to the Company's fiscal year ended December 31, 1998.
The compensation committee is composed solely of independent outside
Directors. The Board has delegated to the committee the responsibility of
assuring that the compensation of the Chief Executive Officer and other
executive officers is consistent with the compensation strategy, competitive
practices, the performance of the Company, and the requirements of appropriate
regulatory agencies. Non-employee directors who do not sit on the compensation
committee also participate in executive compensation decision-making through the
review, discussion and ratification of compensation committee recommendations.
All cash compensation paid to executive officers is paid by the Bank. The
Company does not currently pay cash compensation to executive officers.
Executive Compensation Philosophy. Since the predecessor of the Company
became a public company in 1992, the committee has had the following goals for
the compensation programs impacting the executives of the Company and the Bank:
o to provide motivation for the executives to enhance shareholder value
by linking a significant portion of their compensation to earnings and
the value of the Company's Common Stock;
o to retain the executive officers who are capable of leading the Company
to high performance levels and to allow the Bank to attract high
quality executives in the future by providing total compensation
opportunities which are consistent with competitive norms of the
industry and the Company's level of performance; and
o to maintain reasonable "fixed" compensation costs by targeting base
salaries at competitive average levels.
The compensation committee of the Board of Directors of the Bank
periodically reviews salaries, stock options and other aspects of executive
compensation. In general, the purpose of this evaluation is to ensure that the
Bank's overall executive compensation programs remain competitive with savings
institutions and banks that are similar in both asset size and geographical
markets to the Bank and that total executive pay represents both the
individual's performance as well as the current and past performance of the
Bank.
7
<PAGE>
For purposes of determining the competitive market for the Bank's
executives, the committee has consulted with Crowe Chizek to review the
comprehensive compensation paid to top executives of thrifts and banks with
total assets in the range of the Bank's total asset size and performance results
comparable to those of the Bank.
Crowe Chizek reviewed the following published compensation surveys to
determine competitive compensation levels:
1998 Crowe Chizek Bank Compensation Survey;
1998 Midwest Bank Holding Company Executive Compensation Report;
1998/1999 Watson Wyatt Financial Institutions Compensation Report;
1998 BAI BankCash Compensation Survey; and
1997 BAI Key Executive Compensation Survey.
In addition, Crowe Chizek conducted an independent review of the
compensation practices of eight midwest institutions with assets ranging from
$768 million to $1.9 billion. All compensation data from the surveys is updated
by a factor of 4% per year, which is consistent with wage inflation trends.
The surveys provide data for both commercial banks and thrifts. Crowe
Chizek has been recommending to their thrift clients for several years that for
compensation purposes they should compare themselves to commercial banks of
comparable size as well as other thrifts for the following reasons:
o the similarity in the balance sheet structure and the complexity level
between operating a thrift and a bank have significantly narrowed; and
o thrifts are recruiting senior executives from commercial banks more
frequently, and to obtain top talent, the thrifts are required to
provide compensation levels competitive with banks.
In addition, the compensation committee reviewed the salary history and
performance levels for each of the executive officers in determining appropriate
compensation levels. It is expected that the comparative salary data compiled by
Crowe Chizek on comprehensive executive compensation will continue to be
utilized as the primary source of information in subsequent years in determining
compensation levels for executive officers.
Executive officers' compensation consists principally of salary, annual
incentive payments, and stock options. The salaries are generally in the average
range compared to other similar institutions. The incentive payments are based
on performance as well as position.
Compensation of Chief Executive Officer. The compensation committee meets
periodically to evaluate Mr. Bristol's performance and reports on that
evaluation to the Outside Directors of the Board. The Chief Executive's
compensation consists principally of three components:
o Salary
o Annual Incentive Payment
o Stock Option Grants
Under the leadership of the compensation committee, subsequent to the
determination of Mr. Bristol's fiscal 1998 compensation, the Board of Directors
of Tthe Bank, with Mr. Bristol excused, determined his fiscal 1998 compensation
giving consideration to the size of the Bank, the duties and responsibilities of
his position and a comparison of the
8
<PAGE>
compensation of chief executive officers of similarly situated financial
institutions. Mr. Bristol's total cash compensation was based on his
contribution to the overall long-term strategy and financial strength and
performance of the Company.
In 1993, the Bank adopted a discretionary Annual Incentive Compensation
Program based on achievement of profitability performance goals while
maintaining safety and soundness standards. The program's objective is to build
shareholder value by providing an incentive to executives and staff to develop
those business strategies and take those actions that will impact the Company's
annual as well as long-term profitability. In order to attract and retain high
quality executives, the Bank's executive compensation strategy is based on
providing total target compensation opportunities that are at, or above, the
competitive norms for companies competing in the Bank's employment market. The
Company's total compensation philosophy is based on a combination of surveyed
average base compensation plus an average to above average incentive opportunity
with the intent of motivating management to continually meet or exceed the goals
of increasing shareholder value.
In addition to projected levels of profitability, the Chief Executive's
annual incentive is dependent on the Bank maintaining certain levels of
performance in the following areas:
o the interest rate risk as measured by the one year interest rate
sensitivity gap,
o the ratio of non-performing assets to total assets; and
o the regulatory capital ratios.
While these measures may change from year-to-year based on the strategic
focus of the Company, the objective of achieving annual profitability goals and
enhancing shareholder value while maintaining long-term safety and soundness
will continue.
The 1998 annual incentive award granted to the Chief Executive Officer is
based on 40% of base salary if the target performance goals are achieved. If the
performance goals are exceeded, the percentage of base salary award can be up to
a maximum of 80%. The Bank's performance awards are based on pre-tax income
objectives in addition to safety and soundness considerations. Based upon the
criteria established by the Board, Mr. Bristol received a bonus of $100,000,
representing approximately 38% of his salary, for the period ended December 31,
1998. Also, during the period ended December 31, 1998, the committee granted Mr.
Bristol options to purchase 25,000 shares of Common Stock at an exercise price
equal to the fair market value of the shares at the time of grant.
In light of the termination of the Bank's defined benefit pension plan,
during 1998 the Bank implemented a supplemental executive retirement plan that
is intended to provide Mr. Bristol with a benefit at retirement equal to 70% of
the highest average annual salary payable to him for five consecutive years
during the ten years prior to retirement, less any amounts payable to him
pursuant to other qualified benefit plans. This plan was adopted in order to
provide Mr. Bristol with a level of retirement benefit comparable to that
provide to chief executive officers of other financial institutions of similar
size.
Compensation Committee
Edward J. Burns, Whit G. Hughes, Russell F. Stephens, Jr.,
Edward J. Nusrala and Donald E. Sveen (Chairman)
9
<PAGE>
Stock Performance Graph. The following table shows a comparison of the
cumulative total stockholder return on Company Common Stock, based on the market
price of Company Common Stock, with the cumulative total return of companies in
the Nasdaq National Market and Standard & Poor's Savings & Loan Companies Index.
Company Common Stock began trading on July 7, 1992.
<TABLE>
<CAPTION>
COMPARISON OF 63 MONTH CUMULATIVE TOTAL RETURN*
Among Alliance Bancorp, The Nasdaq Stock Market (U.S.) Index
and The S&P Savings & Loan Companies Index
[GRAPHIC OMITTED]
* $100 INVESTED ON 9/30/92 IN STOCK OR INDEX -INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
9/93 9/94 9/95 9/96 12/97 12/98
<S> <C> <C> <C> <C> <C> <C>
Alliance Bancorp............................... 100.0 115 131 138 238 179
Nasdaq Stock Market (U.S.)..................... 100.0 101 139 165 213 299
S&P Savings & Loan Companies................... 100.0 101 129 150 296 276
</TABLE>
10
<PAGE>
Summary Compensation Table. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the years ended
December 31, 1998, 1997 and the fiscal year ended September 30, 1996, to the
Chief Executive Officer and other executive officers of the Bank and/or the
Company, who received an amount in salary and bonus in excess of $100,000 in the
fiscal year ended December 31, 1998 ("Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
(1)
Years
Ended Other All
12/31/98 Annual Awards Payout Other
Name and 12/31/97 Compensation Compensation
Principal Position 9/30/96 Salary Bonus (3) (4)
===================== ========= ========== ========= ============= ------------------ ------------- =================
Restricted
Stock Options/ LTIP
Awards SARS (#) Payout
========== ============ =============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenne P. Bristol 1998 $260,000 $100,000 $ -- $ -- 25,000 $-- $46,160(7)(8)
President, Chief 1997 230,000 125,000 (2) -- -- 65,430 -- 158,470
Executive Officer 1996 220,000 75,000 -- -- 28,125 -- 20,919
and Director
Richard A. Hojnicki 1998 $120,000 $35,000 $ -- $ -- 7,500 $-- $773(7)
Executive Vice 1997 103,000 41,000 (2) -- -- 6,750 -- 70,695
President, Chief 1996 99,000 23,000 -- -- 8,437 -- 13,388
Financial Officer
and Corporate
Secretary
Fredric G. Novy 1998 $225,000 $100,000 $-- $-- 25,000 $-- $--
Chairman of the 1997 177,534 (5) 100,000 -- -- -- -- --
Board of Directors
Edward J. Munin 1998 $200,000 $57,000 $-- $-- 5,000 $-- $--
Senior Vice 1997 188,333 (6) 45,000 -- -- -- -- --
President of Bank,
President and Chief
Executive Officer of
Liberty Financial
Services, Inc.
Howard A. Davis 1998 $200,000 -- $-- $-- 7,500 $-- $2,375(7)
President and Chief 1997 200,000 $5,000 -- -- 11,250 -- --
Executive Officerof 1996 200,000 -- -- -- 22,500 -- --
Preferred Mortgage
Associates, Ltd. and
Director
===================== ========= =========== ============= ========== ===================== ============= =================
</TABLE>
- -----------------------------------
(1) In 1996, the Company changed its fiscal year end from September 30 to
December 31. Changes in salary for Mr. Bristol and Mr. Hojnicki were
effective October 1, 1996.
(2) Bonuses relating to the 15 months ended December 31, 1997 are included in
the 1997 amount.
(3) Perquisites for the fiscal years ended December 31, 1998, 1997 and
September 30, 1996 did not exceed the lesser of $50,000 or 10% of the
total of the salary and bonus as reported for the Named Executive Officers.
(4) Represents the value of shares of Common Stock allocated to the account of
the Named Executive Officer under the ESOP. Allocations as of December 31,
1995, valued at the market price of the Common Stock as of that date is
included in the fiscal year ended September 30, 1996. In accordance with
the Merger with Liberty Bancorp, Inc., the Hinsdale Federal Bank for
Savings ESOP was terminated in 1997; therefore, the 1997 amount includes
the December 31, 1996 allocation, valued at the market price on that date
and the final termination allocation valued at the market price of Common
Stock as of December 31, 1997.
(5) Includes Mr. Novy's salary from February 10, 1997, the date of the merger
of Liberty Bancorp, Inc. with the Company.
(6) Includes Mr. Munin's salary from the date of his employment in February
1997.
(7) Includes a contribution by the Company in 1998 to match 25% of the Named
Executive's 1997 401(k) contribution: Bristol $2,250, Hojnicki $773 and
Davis $2,375.
(8) Includes the value of stock and accumulated dividends representing recovery
of benefits that would have been included in the 1997 termination of the
ESOP if not limited by the IRS Code.
11
<PAGE>
Employment Agreements. The Bank has entered into an employment agreement
with Mr. Bristol, which provides for a term of thirty-six months. On each
anniversary date, the agreement may be extended for an additional twelve months,
so that the remaining term shall be thirty-six months. If the agreement is not
renewed, the agreement with Mr. Bristol will expire thirty-six months following
the anniversary date. The current Base Salary for Mr. Bristol is $275,000. The
base salary may be increased but not decreased. In addition to the Base Salary,
the agreement provides for, among other things, disability pay, participation in
stock benefit plans and other fringe benefits applicable to executive personnel.
The agreement provides for termination by the Bank for cause at any time. In the
event the Bank terminates the executive's employment for reasons other than for
cause, or in the event of the executive's resignation from the Bank upon (i)
failure to re-elect the executive to his current offices, (ii) a material change
in the executive's functions, duties or responsibilities, or relocation of his
principal place of employment, (iii) liquidation or dissolution of the Bank, or
(iv) a breach of the agreement by the Bank, the executive, or in the event of
death, his beneficiary would be entitled to severance pay in an amount equal to
2.99 times the annual rate of Base Salary at the time of termination. The Bank
would also continue the executive's life, health, dental and disability coverage
for the remaining unexpired term of the agreement.
If termination, voluntary or involuntary, follows a change in control of
the Bank or the Company, the executive or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to 2.99 times the
annual rate of Base Salary at the time of termination, which currently would be
approximately $1,125,000. The Bank would also continue the executive's life,
health, dental and disability coverage for thirty-six months. A change in
control is generally defined to mean the acquisition by a person or group of
persons having beneficial ownership of 20% or more of the Bank's or the
Company's Common Stock during the term of the agreement, or a merger or other
form of business combination, sale of assets, or contested election of directors
which results in a change of a majority of the Board of Directors. The Company
has agreed to reimburse the executive for any excise taxes that may be imposed
under the federal income tax code in connection with any payments made following
a change in control.
As a result of the merger of Liberty Bancorp and Hinsdale Financial, the
Company and the Bank are parties to employment agreements with Messrs. Burns and
Novy. The employment agreements provide for three-year terms. Commencing on the
first anniversary date and continuing each anniversary date thereafter, the
agreements may be extended by the Board of Directors for an additional year so
that the remaining terms shall remain three years. Base salaries will be
reviewed annually. In 1998, the base salaries of Messrs. Burns and Novy provided
for by the employment agreements were $125,000, and $225,000, respectively.
In addition to the base salary, the agreements provide for, among other
things, disability pay, participation in stock benefit plans and other fringe
benefits applicable to executive personnel. The agreements provide for
termination by the Bank or the Company for cause at any time. In the event the
Bank or the Company choose to terminate the executive's employment for reasons
other than for cause; or in the event of the executive's resignation from the
Bank and the Company upon (i) failure to re-elect the executive to his current
offices or nominate for board membership, (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of his
principal place of employment, (iii) liquidation or dissolution of the Bank or
the Company, or (iv) a breach of the agreement by the Bank or the Company; the
executive, or in the event of death, his beneficiary would be entitled to
severance pay. Pursuant to his agreements, in the event of such termination, Mr.
Burns would receive a sum equal to: (i) the amount of remaining salary payments
under the agreement; (ii) the annual weighted average of the amount of bonus and
other compensation paid to or accrued on behalf of Mr. Burns during the term of
the agreement times the remaining number of years, and any fraction thereof,
under the agreement; and (iii) an amount equal to the average of the annual
contributions that were made on his behalf to any employee benefit plans during
the term of the agreement times the remaining number of years, and any fraction
thereof, under the agreement. Under the terms of their agreements, in the event
of such termination, Mr. Novy would receive the greater of (i) the payments due
for the remaining term of his agreement, or (ii) one times his average annual
compensation for the three preceding taxable years and the amount of any
benefits received pursuant to any employee benefit plans on his behalf during
the term of his agreement.
12
<PAGE>
If termination, voluntary or involuntary, follows a change in control of
the Bank or the Company, the executive or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to three times his
average annual compensation over the past three years of employment with the
Bank or the Company. The Bank and the Company would also continue the
executive's life, medical, dental and disability coverage for the remaining term
of the agreement. A change in control is generally defined to mean the
acquisition by a person or group of persons having beneficial ownership of 20%
or more of the Bank's or the Company's Common Stock or a merger or other form of
business combination, sale of assets, or contested election of directors which
results in a change of a majority of the Board of Directors during the term of
the agreement. Payments to the executive under the Bank's agreements will be
guaranteed by the Company in the event that payments or benefits are to paid by
the Bank.
In the event of a change of control, based upon the past fiscal year's
salary, bonus and fees, Mr. Burns would receive approximately $375,000, and Mr.
Novy would receive approximately $975,000 in severance payments. In addition,
the agreements provide for continued life, medical, dental and disability
coverage for a period of 36 months.
Any outstanding options vest upon a change in control.
Severance Agreements. The Bank has entered into a severance agreement with
Mr. Hojnicki. The Severance Agreement provides for a term of twelve months; on
the first anniversary date and continuing on each anniversary thereafter, the
agreement may be extended so that the remaining term shall be twelve months. If
not renewed, the Severance Agreement expires twelve months thereafter. The
Severance Agreement provides that at any time following a change in control of
the Company or the Bank, if the Company or the Bank terminates the officer's
employment for any reason other than cause, or if the officer terminates his
employment following his demotion, loss of title, office or significant
authority, a reduction in his compensation, or relocation of his principal place
of employment, the officer or, in the event of death, his beneficiary, would be
entitled to receive a severance payment equal to an amount equal to one and one
half times the base salary. The Bank would also continue the officer's life,
health, dental and disability coverage for the remaining unexpired term of the
Severance Agreement. Payment to the officer under the Severance Agreement will
be provided by the Company in the event that payment or benefits are not paid by
the Bank. The Bank has entered into similar severance agreements with fifteen
other officers of the Bank paying one times salary and one officer at one-half
times salary.
Stock Option Plans. The Board of Directors of the Company established stock
option plans which provide discretionary awards to its officers and key
employees. The grant of awards to employees under the option plans is determined
by a committee of the Board of Directors consisting of "Non-Employee" directors.
13
<PAGE>
Set forth below is information relating to options granted under the
Company's Stock Option Plans to the Named Executive Officers during fiscal 1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
==============================================================================================================================
Potential Realizable
Value at Assumed
Individual Grants Annual Rates of Stock
Price Appreciation for
Option Term
Percent of Total Options
Name Options Granted to Employees in Exercise or Expiration 5% 10%
Granted(1) FY 1998 Base Price Date
- ------------------------ ---------------- ------------------------- -------------- -------------- ------------ ------------ -
<S> <C> <C> <C> <C> <C> <C>
Kenne P. Bristol 25,000 14 $25.65 1/15/2008 $101,000 $212,250
- ------------------------ ---------------- ------------------------- -------------- -------------- ------------ ------------ -
Fredric G. Novy 25,000 14 $25.65 1/15/2008 $101,000 $212,250
- ------------------------ ---------------- ------------------------- ------------- -------------- ------------ ------------ -
Richard A. Hojnicki 7,500 4 $25.65 1/15/2008 $30,300 $63,675
- ------------------------ ---------------- ------------------------- ------------- -------------- ------------ ------------ -
Howard A. Davis 7,500 4 $25.65 1/15/2008 $30,300 $63,675
- ------------------------ ---------------- ------------------------- ------------- -------------- ------------ ------------ -
Edward J. Munin 5,000 3 $25.65 1/15/2008 $20,200 $42,450
- ------------------------ ---------------- ------------------------- ------------- -------------- ------------ ------------ -
</TABLE>
- ------------------------------------
(1) These options become exercisable in three equal installments commencing
January 15, 1999.
The following table provides certain information with respect to the
number of shares of the Company Common Stock represented by stock options held
by the Named Executive Officers as of December 31, 1998. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the fiscal year-end
price of the Common Stock. No options were exercised during fiscal 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Shares Acquired Value Fiscal Year-End Year-End (1)
Name Upon Exercise Realized
Exercisable/ Exercisable/
Unexercisable Unexercisable
(#) ($)
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
<S> <C> <C> <C> <C>
Kenne P. Bristol -- -- 112,267 / 62,620 $1,009,582 / $39,027
Richard A. Hojnicki -- -- 42,229 / 9,750 $480,514 / $8,954
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
Howard A. Davis -- -- 30,000 / 11,250 $152,001 / $14,922
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
Fredric G. Novy -- -- 183,669 / 25,000 $516,271 / $--
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
Edward J. Munin -- -- -- / 5,000 -- /--
- --------------------------- ----------------- ----------------- -------------------------- --------------------------
</TABLE>
- ------------------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of the Company's Common
Stock that would be received upon exercise, assuming such exercise occurred
on December 31, 1997, at which date the last sales price of the Company's
Common Stock, as quoted on the Nasdaq National Market, was $26.50.
14
<PAGE>
Retirement Plan. Until November 1997, the Bank maintained the Pension
Plan ("Retirement Plan"), for the benefit of certain employees of the Bank
(i.e., those persons who formerly had been employed by Hinsdale Federal Bank for
Savings). In March 1997, the Bank adopted resolutions terminating the Retirement
Plan. Subsequent to the Retirement Plan's termination, no additional benefits
were accrued by any participants. The Bank requested and received a favorable
determination letter on the termination of the Retirement Plan. In November
1997, the participants' accrued benefits were distributed and the trust was
dissolved.
The Bank adopted an Executive Supplemental Retirement Income Plan
(SERP) which is a non-qualified deferred compensation plan for the benefit of
Messrs. Novy and Bristol. Under the SERP, if the executive is employed until age
65 he is entitled to a benefit commencing on his termination of employment,
payable monthly for 180 months. The benefit is based on a percentage of base
salary plus bonus, calculated actuarially to be equal to 70% of the average of
the executive's highest annual salary and cash bonus (combined) paid in any 5
consecutive calendar years in the last 10 calendar years prior to termination of
employment on or after the executive's "Benefit Eligibility Date," i.e., the
first day of the month following the later of his attainment of age 65 or actual
retirement, reduced by the annuitized value of the employer-provided
tax-qualified plan benefits available to the executive for the twelve month
period immediately following attainment of age 65.
The Bank has established a rabbi trust which has purchased life
insurance policies to partially fund the Bank's obligations under the SERP. The
Bank makes annual contributions in an amount equal to the expense accrual under
the SERP, into the rabbi trust for the benefit of the executives. In the event
of the executive's termination of employment following a change of control, the
Bank is required to make contributions to the rabbi trust which, when added to
the remaining assets in the rabbi trust, are sufficient to fund the supplemental
retirement income benefit.
Contributions with respect to the SERP for 1998 were $________.
Transactions With Certain Related Persons
The Bank does not make loans to its directors and executive officers
except for overdraft lines of credit on checking accounts issued by the Bank,
which are made in the ordinary course of business, and on substantially the same
terms, including interest rates, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features.
- --------------------------------------------------------------------------------
PROPOSAL II--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Company's independent auditors for the fiscal year ended December
31, 1998 were KPMG LLP. The Company's Board of Directors has reappointed KPMG
LLP to continue as independent auditors for the Company for the fiscal year
ending December 31, 1999, subject to ratification of such appointment by the
stockholders. Representatives of KPMG LLP are expected to attend the Company's
Annual Meeting. They will be given the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders present at the Company's Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1999.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following fiscal
year ending December 31, 1999, a stockholder proposal must be received by the
Secretary of the Company, at the address set forth on the first page of this
Proxy Statement, no later than January ____, 2000. Any stockholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.
- --------------------------------------------------------------------------------
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
- --------------------------------------------------------------------------------
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided. Nothing in this paragraph
shall be deemed to require the Company to include in its proxy statement and
proxy relating to an annual meeting any stockholder proposal which does not meet
all of the requirements for inclusion established by the SEC in effect at the
time such proposal is received.
15
<PAGE>
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors knows of no business which will be presented for
consideration at the Company's Annual Meeting other than as stated in the Notice
of Annual Meeting of Stockholders. If, however, other matters are properly
brought before the Annual Meeting, it is the intention of the persons named in
the accompanying proxy card to vote the shares represented thereby on such
matters in accordance with their best judgment.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
LaSalle Financial Partners, Limited Partnership, a Delaware limited
partnership that is located in Kalamazoo, Michigan (the "Group"), has filed
proxy material with the SEC indicating its intention to solicit proxies in
opposition to the nominees proposed by your Board. As a result, and pursuant to
SEC rules and regulations, the following additional information is required to
be provided with respect to the Company and each of the Directors and Named
Executive Officers of the Company, all of whom will be participating in the
solicitation of proxies on behalf of the Company in connection with the Annual
Meeting (the "Participants").
If the Group does solicit proxies in opposition to the nominees of the
Board of Directors named herein, the Company's total costs and expenditures for,
in furtherance of, or in connection with the solicitation of proxies (which
cannot be precisely determined at this time) are expected to amount to
approximately $_________ (of which approximately $________ has been paid as of
May ___, 1999), excluding such costs represented by the amount normally expended
for a solicitation of proxies in connection with an election of directors in the
absence of a contest and costs represented by salaries and wagers of regular
officers and employees.
The cost of solicitation of the white proxy cards will be borne by the
Company. The Company has retained Kissel-Blake, Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies. Such firm will
receive a fee of $______ for such services and will be reimbursed for reasonable
out-of-pocket expenses. Approximately ____ employees of Kissel-Blake, Inc. will
be engaged in proxy soliciting activities on behalf of the Company and Bank if
there is an election contest. In addition to solicitations by mail, the
directors, and certain officers and employees of the Company (___ persons) may
solicit proxies personally or by telephone without additional compensation. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the Company's
proxy materials to the beneficial owners of the Company's Common Stock.
The business of address of Messrs. Kenne P. Bristol, Fredric G. Novy, H.
Verne Loeppert, Richard A. Hojnicki and Edward J. Munin is Alliance Bancorp, One
Grant Square, Hinsdale, Illinois 60521. The business address of the other
directors of the Company are as follows: Edward J. Burns, 5700 N. Lincoln
Avenue, Chicago, Illinois 60659, Howard A. Davis, Preferred Mortgage Associates,
Ltd., 3030 Finley Road, Suite 104, Downers Grove, Illinois 60515, Whit G.
Hughes, 34 W 033 Army Trail Road, St. Charles, Illinois 60174, Howard R. Jones,
Packaging Design Corporation, 101 Shore Drive, Burr Ridge, Illinois 60521, David
D. Mill, 64 Old Orchard Court, Suite 517, Skokie, Illinois 60076, Edward J.
Nusrala, Famous Brand Shoes, Inc., 8620 Olive Street, St. Louis, Missouri 63132,
William C. O'Donnell, O'Donnell Enterprises, 1030 Arbor Lane, #103, Northfield,
Illinois 60093, William R. Rybak, Van Kampen American Capital, Inc., One
Parkview Plaza, Oak Brook Terrace, Illinois 60181, Russell F. Stephens, Jr.,
Insurance Concepts & Design, Inc., P.O. Box 958, St. Charles, Illinois 60175,
Donald E. Sveen, 1749 S. Naperville Road, Suite 206, Wheaton, Illinois 60187,
Vernon B. Thomas, Jr., 53 W. Jackson Boulevard, Suite 618, Chicago, Illinois
60604, Richard E. Webber, Liberty Federal Bank, 4062 Southwest Highway,
Hometown, Illinois 60456.
None of the foregoing Participants has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
past 10 years.
16
<PAGE>
The amount of Common Stock which is beneficially owned by the foregoing
Participants at May 12, 1999 is set forth under Proposal I--Election of
Directors. None of the Participants own Common Stock of record which is not
owned beneficially.
The following table sets forth Participants who have purchased or sold
shares of Common Stock during the past two years.
<TABLE>
<CAPTION>
Name Number of Shares Date Purchased
<S> <C> <C> <C>
</TABLE>
Except as disclosed in this Proxy Statement, none of the Participants
is or has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to the Common Stock, including, but
not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against losses or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.
None of the participants own any shares of securities of any parent or
subsidiary of the Company.
- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO KENNE P. BRISTOL,
PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE COMPANY, ONE GRANT SQUARE, HINSDALE,
ILLINOIS 60521, OR CALL AT 630-323-1776.
BY ORDER OF THE BOARD OF DIRECTORS
Richard A, Hojnicki
Secretary
Hinsdale, Illinois
May 18, 1999
17
<PAGE>
REVOCABLE PROXY
ALLIANCE BANCORP
ANNUAL MEETING OF STOCKHOLDERS
June 23, 1999
The undersigned hereby appoints the official proxy committee consisting
of the Board of Directors with full powers of substitution to act as attorneys
and proxies for the undersigned to vote all shares of Common Stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders ("Annual Meeting") to be held at Ashton Place, 341 W. 75th Street,
Willowbrook, Illinois at 10:00 a.m. Chicago Time. The official proxy committee
is authorized to cast all votes to which the undersigned is entitled as follows:
FOR VOTE
(except as WITHHELD
marked to
the contrary
below)
1. The election as Directors of all nominees listed below
each to serve for a three-year term [ ] [ ]
Edward J. Burns
Whit G. Hughes
Edward J. Nusrala
William R. Rybak
Donald E. Sveen
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the line(s)
below.
- ------------------------------
- ------------------------------
FOR AGAINST ABSTAIN
2. The ratification of KPMG LLP
as the Company's independent auditor for [ ] [ ] [ ]
the fiscal year ended December 31, 1999.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS
DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
<PAGE>
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a proxy statement dated May 18,
1999, and audited financial statements.
Dated: ________________________ [ ] Check Box if You Plan
to Attend Annual Meeting
- ------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
- -------------------------------------------------------------------------------
Please complete and date this proxy and return
it promptly in the enclosed
postage-prepaid envelope.
- --------------------------------------------------------------------------------
<PAGE>
