<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
St. Francis Capital Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
ST. FRANCIS CAPITAL CORPORATION [LOGO]
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
December 21, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of St. Francis Capital Corporation (the "Company"), the
holding company for St. Francis Bank, F.S.B., which will be held on Wednesday,
January 26, 2000, at 10:00 a.m., Milwaukee time, at the Midway Hotel Airport,
5105 S. Howell Avenue, Milwaukee, Wisconsin.
The attached Notice of Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be conducted at the Annual Meeting. We
also have enclosed a copy of the Company's Summary Annual Report and the
Company's Form 10-K Annual Report for the fiscal year ended September 30, 1999.
Directors and officers of the Company, as well as representatives of KPMG LLP,
the Company's independent auditors, will be present at the Annual Meeting to
respond to any questions that our shareholders may have.
The vote of every shareholder is important to us. Please sign and
return the enclosed appointment of proxy form promptly in the postage-paid
envelope provided, regardless of whether you are able to attend the Annual
Meeting in person. If you attend the Annual Meeting, you may vote in person even
if you have already mailed your proxy.
On behalf of the Board of Directors and all of the employees of the
Company, I wish to thank you for your continued support.
Sincerely yours,
/s/ Thomas R. Perz
----------------------------------------
Thomas R. Perz
President and Chief Executive Officer
<PAGE> 3
ST. FRANCIS CAPITAL CORPORATION [LOGO]
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2000
TO THE HOLDERS OF COMMON STOCK OF ST. FRANCIS CAPITAL CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of St. Francis Capital Corporation (the "Company") will be
held on Wednesday, January 26, 2000, at 10:00 a.m., Milwaukee time, at the
Midway Hotel Airport, 5105 S. Howell Avenue, Milwaukee, Wisconsin. The Annual
Meeting is for the purpose of considering and voting upon the following matters,
all of which are set forth more completely in the accompanying Proxy Statement:
1. Election of two directors each for three-year terms, and in
each case until his successor is elected and qualified;
2. Ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending September
30, 2000; and
3. Such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof. The
Board of Directors is not aware of any other such business.
The Board of Directors has established December 1, 1999 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournments or postponements thereof. Only
shareholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or any adjournments or postponements thereof. In
the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ William R. Hotz
-------------------------------------------------------
Milwaukee, Wisconsin William R. Hotz
December 21, 1999 Executive Vice President, Secretary and General Counsel
================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
================================================================================
<PAGE> 4
ST. FRANCIS CAPITAL CORPORATION [LOGO]
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2000
------------------------------
This Proxy Statement is being furnished to holders of common stock,
$0.01 par value per share (the "Common Stock") of St. Francis Capital
Corporation (the "Company") in connection with the solicitation on behalf of the
Board of Directors of the Company of proxies to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Wednesday, January 26, 2000,
at 10:00 a.m., Milwaukee time, at the Midway Hotel Airport, 5105 S. Howell
Avenue, Milwaukee, Wisconsin and at any adjournments or postponements thereof.
The 1999 Summary Annual Report and the Company's Form 10-K Annual
Report, including the Company's consolidated financial statements for the fiscal
year ended September 30, 1999, accompany this Proxy Statement and appointment
form of proxy (the "proxy"), which are being mailed to shareholders on or about
December 21, 1999.
RECORD DATE AND OUTSTANDING SHARES
Only shareholders of record at the close of business on December 1,
1999 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 10,164,357 shares of Common Stock
outstanding and the Company had no other class of securities outstanding.
QUORUM
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included in the determination of shares present and voting for
purposes of whether a quorum exists. For the election of directors, abstentions
will have no effect on the outcome of the vote because directors are elected by
a plurality of the votes cast. For all other matters to be voted on at the
Annual Meeting, abstentions will be included in the number of shares voting on a
matter, and consequently, an abstention will have the same practical effect as a
vote against such 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.
<PAGE> 5
Matter 1 (Election of Directors) and Matter 2 (Appointment of KPMG LLP)
are considered "discretionary" proposals for which brokers and third party
nominees may vote proxies notwithstanding the fact that they have not received
voting instructions from the beneficial owners of shares; consequently, shares
held by brokers or third party nominees will be counted if and as voted by such
brokers and third party nominees.
VOTING
Matter 1 (Election of Directors). The proxy being provided by the Board
of Directors enables a shareholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for the nominees being
proposed. Article VI of the Company's Articles of Incorporation provides that
there will be no cumulative voting by shareholders for the election of the
Company's directors. Under the Wisconsin Business Corporation Law ("WBCL"),
directors are elected by a plurality of the votes cast with a quorum present,
meaning that the three nominees receiving the most votes will be elected
directors.
Matter 2 (Appointment of KPMG LLP). The affirmative vote of a majority
of the shares of Common Stock represented in person or by proxy at the Annual
Meeting is necessary to ratify the appointment of KPMG LLP as auditors for the
fiscal year ending September 30, 2000.
As provided in the Company's Articles of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "10% Limit") are not entitled to any vote in respect to the
shares held in excess of the 10% Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as such persons acting
in concert with, such person or entity. The Company's Articles of Incorporation
authorize the Board to make all determinations necessary to implement and apply
the 10% Limit, including determining whatever persons or entities are acting in
concert.
SOLICITATION AND REVOCATION
Shareholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy. Proxies solicited by the Board of Directors of the Company will be voted
in accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted:
- FOR the election of the nominees for director named in this
Proxy Statement; and
- FOR the ratification of the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending
September 30, 2000.
Returning your completed proxy form will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so.
Any shareholder giving a proxy has the power to revoke it any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (William R. Hotz, Secretary, St. Francis Capital Corporation,
13400 Bishops Lane, Suite 350, Brookfield, Wisconsin 53005-6203); (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. If you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to vote
personally at the Annual Meeting. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.
The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Company. The Company has retained D.F. King &
Co., Inc., a professional proxy solicitation firm, to assist in the solicitation
of proxies. D.F. King & Co., Inc. will be paid a fee of $4,500, plus
reimbursement for out-of-pocket expenses. Proxies also may be solicited by
personal interview or by telephone, in addition to the use of the mails by
directors, officers and regular employees of the Company and St. Francis Bank,
F.S.B. ("St. Francis Bank"), without additional compensation therefor. The
Company also has made arrangements with brokerage firms, banks, nominees and
other fiduciaries to forward proxy solicitation materials for shares of Common
Stock held of record by the beneficial owners of such shares. The Company will
reimburse such holders for their reasonable out-of-pocket expenses.
Proxies solicited hereby will be returned to the Board of Directors,
and will be tabulated by inspectors of election designated by the Board of
Directors, who will not be employed by, or a director of, the Company or any of
its affiliates.
-2-
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of shares of
Common Stock as of October 31, 1999 (except as noted otherwise below) by (i)
each shareholder known to the Company to beneficially own more than 5% of the
shares of Common Stock outstanding, as disclosed in certain reports regarding
such ownership filed with the Company and with the Securities and Exchange
Commission (the "SEC"), in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) each
director and director nominee of the Company, (iii) each of the executive
officers of the Company appearing in the Summary Compensation Table below, and
(iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OWNED (1) PERCENT OF CLASS*
------------ ------------------ --------------------
<S> <C> <C>
St. Francis Bank, F.S.B.
Employee Stock Ownership Trust (5).......................... 514,220 5.1%
Thomas R. Perz (2)(3)(4)...................................... 459,906 4.5
David J. Drury (2)(3)......................................... 39,616 **
Rudolph T. Hoppe (2)(3)....................................... 72,716 **
Edward W. Mentzer (2)(3)...................................... 84,854 **
Jeffrey A. Reigle (2)(3)...................................... 24,816 **
John C. Schlosser (2)(3)(4)................................... 253,520 2.4
Julia H. Taylor (2)(3)........................................ 22,766 **
Edmund O. Templeton (2)(3).................................... 153,150 1.4
James C. Hazzard (2)(3)(4).................................... 49,437 **
Bradley J. Smith (2)(3)(4).................................... 33,389 **
James S. Eckel (2)(3)(4)...................................... 98,081 **
Jon D. Sorenson (2)(3)(4)..................................... 114,030 1.1
All directors and executive officers
as a group (28 persons) (2)(3)(4)........................... 2,108,320 19.6%
</TABLE>
- --------------------
* As of the Voting Record Date.
** Amount represents less than 1% of the total shares of Common Stock
outstanding.
(1) Unless otherwise indicated, includes shares of Common Stock held
directly by the individuals as well as by members of such individuals'
immediate family who share the same household, shares held in trust and
other indirect forms of ownership over which shares the individuals
effectively exercise sole or shared voting and/or investment power.
Fractional shares of Common Stock held by certain executive officers
under the St. Francis Bank, F.S.B. Employee Stock Ownership Plan
("ESOP") have been rounded to the nearest whole share.
(2) Includes shares of Common Stock which the named individuals have the
right to acquire within 60 days of the Voting Record Date pursuant to
the exercise of stock options as follows: Mr. Perz - 64,333 shares; Mr.
Drury - 38,616 shares; Mr. Hoppe - 14,000 shares; Mr. Mentzer - 28,734
shares; Mr. Reigle - 22,616 shares; Mr. Schlosser - 18,616 shares; Ms.
Taylor - 22,616 shares; Mr.Templeton - 52,260 shares; Mr. Hazzard -
37,835 shares; Mr. Smith - 32,167 shares; Mr. Eckel - 61,354; and Mr.
Sorenson - 38,221 shares.
(3) Does not include options for shares of Common Stock which do not vest
within 60 days of the Voting Record Date which have been awarded to
executive officers and directors under the St. Francis Capital
Corporation 1993 Incentive Stock Option Plan and the St. Francis
Capital Corporation 1997 Stock Option Plan.
(4) Includes shares of Common Stock allocated to certain executive officers
under the ESOP, for which such individuals possess shared voting power,
of which approximately 42,913 have been allocated to the accounts of
the named executive officers in the Summary Compensation Table and Mr.
Schlosser as follows: Mr. Perz - 6,253; Mr. Schlosser - 13,218; Mr.
Smith - 1,222; Mr. Hazzard - 6,102; Mr. Eckel - 8,327 and Mr. Sorenson
- 7,791.
(5) Marshall & Ilsley Trust Company ("Trustee") is the trustee for the
ESOP. The Trustee's address is 1000 North Water Street, Milwaukee,
Wisconsin 53202.
-3-
<PAGE> 7
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
MATTER 1.
ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Company, at the first
annual meeting of shareholders of the Company held on January 26, 1994,
directors of the Company were divided into three classes as equal in number as
possible. Directors of the first class were elected to hold office for a term
expiring at the first succeeding annual meeting, directors of the second class
were elected to hold office for a term expiring at the second succeeding annual
meeting and directors of the third class were elected to hold office for a term
expiring at the third succeeding annual meeting, and in each case until their
successors are elected and qualified. At each subsequent annual meeting of
shareholders, one class of directors, or approximately one-third of the total
number of directors, are to be elected for a term of three years. There are no
family relationships among any of the directors and/or executive officers of the
Company. No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted FOR the election of the nominees for director listed
below. If the persons named as nominees should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why the nominees listed below
may not be able to serve as a director if elected. The following tables present
information concerning the nominees for director and continuing directors.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
NAME AGE AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
---- --- DURING THE PAST FIVE YEARS SINCE SINCE
-------------------------- ----- -----
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2003
<S> <C> <C> <C> <C>
Jeffrey A. Reigle 48 Director of the Company and 1997 1997
St. Francis Bank; Since 1992,
President and Chief Executive
Officer of Regal Ware, Inc.,a
privately held manufacturer of
utensils and electrical appliances,
located in Kewaskum, Wisconsin.
Edmund O. Templeton 56 Director of the Company and 1992 1990
St. Francis Bank;Since 1969,
President,Pilot Systems, Inc.,
a privately held company that
sells, develops and services a
variety of computer software
programs for medium-sized
manufacturing companies, located
in Brookfield, Wisconsin.
</TABLE>
-4-
<PAGE> 8
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
NAME AGE AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
---- --- DURING THE PAST FIVE YEARS SINCE SINCE
-------------------------- ----- -----
INFORMATION WITH RESPECT TO CONTINUING DIRECTORS
DIRECTORS WHOSE TERMS EXPIRE IN 2001
<S> <C> <C> <C> <C>
Edward W. Mentzer 63 Director of the Company and St. 1992 1982
Francis Bank; Currently Chairman
Emeritus, and from 1995 to 1997,
Chairman of the Board of Plastic
Engineered Components, Inc., a
privately held plastic injection
molded products manufacturer,
located in Lincolnshire, Illinois
(formerly located in Waukesha,
Wisconsin); From 1989 to 1995,
President and Chairman of the
Board of Plastic Engineered
Components, Inc.
Julia H. Taylor 46 Director of the Company and St. 1997 1996
Components, Inc. Francis Bank;
Since 1986,Executive Director and
Chief Executive Officer of the
YWCA of Greater Milwaukee.
DIRECTORS WHOSE TERMS EXPIRE IN 2002
David J. Drury 51 Director of the Company and St. 1994 1997
Francis Bank; Since July 1999,
President of Poblocki & Sons,
LLC, a privately held exterior
and interior sign systems company,
located in West Allis, Wisconsin;
From 1994 to 1997, President,
Stolper-Fabralloy Company LLC, a
privately held manufacturer of
turbomachinery components, located
in Brookfield, Wisconsin; Since 1989,
director of Jason, Inc., a publicly
held manufacturer of automotive trim,
finishing, power generation and
industrial products,located in
Milwaukee, Wisconsin; Director,
Plexus Corporation, a publicly traded
electronic products manufacturing and
design company, located in Neenah,
Wisconsin.
</TABLE>
-5-
<PAGE> 9
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
NAME AGE AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
---- --- DURING THE PAST FIVE YEARS SINCE SINCE
-------------------------- ----- -----
DIRECTORS WHOSE TERMS EXPIRE IN 2002 (CONT'D)
<S> <C> <C> <C> <C>
Rudolph T. Hoppe 73 Director of the Company and 1992 1980
St. Francis Bank; Prior to
retirement, from 1965 to 1990,
President of Glenora Company, an
accounting, tax and investment
services firm, located in
Milwaukee, Wisconsin.
Thomas R. Perz 55 President, Chief Executive Officer 1992 1983
and Director of the Company; Chairman
of the Board, President and Chief
Executive Officer of St. Francis Bank.
</TABLE>
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IS REQUIRED FOR
THE ELECTION OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE SPECIFIED, THE SHARES OF
COMMON STOCK REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE VOTED IN FAVOR
OF THE ELECTION OF THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE NOMINEES FOR DIRECTOR.
-6-
<PAGE> 10
MATTER 2.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors for the fiscal year ended September
30, 1999 were KPMG LLP. The Board of Directors of the Company has reappointed
KPMG LLP to perform the audit of the Company's financial statements for the year
ending September 30, 2000. Representatives of KPMG LLP will be present at the
Annual Meeting and 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
the Company's shareholders.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
REPRESENTED IN PERSON OR BY PROXY AND VOTED AT THE ANNUAL MEETING IS REQUIRED
FOR RATIFICATION OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY. UNLESS
MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK REPRESENTED BY THE ENCLOSED
PROXY WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF
THE COMPANY.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held six
times per calendar year. During the fiscal year ended September 30, 1999, the
Board of Directors of the Company held six regular meetings and no special
meetings. No incumbent director attended fewer than 75% of the aggregate total
number of meetings of the Board of Directors held and the total number of
committee meetings on which such director served during the fiscal year ended
September 30, 1999.
In fiscal 1999, the Audit Committee of the Company consisted of Messrs.
David J. Drury, Rudolph T. Hoppe, Jeffrey A. Reigle, John C. Schlosser and Julia
H. Taylor, who are neither officers or employees of the Company or its
subsidiaries ("Outside Directors"). The Audit Committee reviews the scope and
timing of the audit of the Company's financial statements by the Company's
independent public accountants and reviews with the independent public
accountants the Company's management policies and procedures with respect to
auditing and accounting controls. The Audit Committee also reviews and evaluates
the independence of the Company's accountants, approves services rendered by
such accountants and recommends to the Board the engagement, continuation or
discharge of the Company's accountants. The Company's Audit Committee met four
times during the fiscal year ended September 30, 1999.
In fiscal 1999, the Compensation Committee consisted of three Outside
Directors of the Company, including Messrs. David J. Drury, Edward W. Mentzer
and Edmund O. Templeton. During the fiscal year ended September 30, 1999, the
Company did not pay separate compensation to its executive officers and did not
have any salaried employees. However, pursuant to an agreement between the
Company and St. Francis Bank, the Company reimburses St. Francis Bank for the
services of St. Francis Bank's officers and employees for time devoted to
Company affairs. In fiscal 1999, the Compensation Committee of the Company
reviewed and ratified the compensation policies set by, and decisions made by,
the Board of Directors of St.
Francis Bank.
The Compensation Committee of the Company met two times during the
fiscal year ended September 30, 1999. In November 1999, the Compensation
Committee of the Company met to issue the Compensation Committee Report which
appears in this Proxy Statement. For a further discussion of the compensation
policies of the Company, see "Compensation Committee Report."
The entire Board of Directors of the Company acted as a Nominating
Committee for the selection of the nominees for director to stand for election
at the Annual Meeting. In October 1999, the Board, acting as the Nominating
Committee, considered nominations for directors. The Company's By-laws allow for
shareholder nominations of the directors and require such nominations be made
pursuant to timely notice in writing to the Secretary of the Company. See
"Shareholder Proposals for the 2000 Annual Meeting."
-7-
<PAGE> 11
COMPENSATION COMMITTEE REPORT
The Report of the Compensation Committee on Executive Compensation
shall not be deemed incorporated by reference by any general statement into any
filing under the Securities Act of 1933, as amended (the "Securities Act") or
the Exchange Act, except to the extent the Company specifically incorporates
such information by reference, and shall not otherwise be deemed filed under the
Securities Act or the Exchange Act.
I. COMPENSATION COMMITTEE, COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In fiscal 1999, the Compensation Committee of the Board of Directors of
the Company consisted of Outside Directors, Messrs. David J. Drury, Edward W.
Mentzer and Edmund O. Templeton, who are not former officers or employees of the
Company or any of its subsidiaries. There are no interlocks, as defined under
the rules and regulations of the SEC, between the Compensation Committee and
corporate affiliates of members of the Compensation Committee.
During the fiscal year ended September 30, 1999, the Company did not
pay separate compensation to its executive officers and did not have any
salaried employees. However, pursuant to an agreement between the Company and
St. Francis Bank, the Company reimburses St. Francis Bank for the services of
St. Francis Bank's officers and employees for time devoted to Company affairs.
In fiscal 1999, the Compensation Committee of the Company reviewed and ratified
the compensation policies set by, and decisions made by, the Board of Directors
of St. Francis Bank. In November 1999, the Compensation Committee of the Company
met to issue this Compensation Committee Report.
II. EXECUTIVE COMPENSATION POLICIES AND PLANS
It is the policy of the Company to maintain an executive compensation
program which will attract, motivate, retain and reward senior executives and
provide appropriate incentives intended to generate long-term financial results
which will benefit the Company and shareholders of the Company. The Company's
executive compensation program incorporates a pay-for-performance policy that
compensates executives for both corporate and individual performance. The
executive compensation program is designed to achieve the following objectives:
(i) provide competitive compensation packages comparable to those offered by
other peer group financial institutions; (ii) provide the Company and its
subsidiaries with the ability to compete for and retain talented executives that
are critical to the Company's long-term success; and (iii) provide incentives to
achieve the Company's financial performance objectives and exceptional
individual performance with the goal of enhancing shareholder value.
The executive compensation package consists of the three major
components: (i) cash compensation, including base salary and an annual incentive
bonus; (ii) long-term incentive compensation in the form of stock options
awarded under the Company's stock option plans, and (iii) executive benefits.
For a further discussion of the executive benefits made available to officers of
the Company during the fiscal year ended September 30, 1999, see "Compensation
of Executive Officers and Directors-Benefits."
The Compensation Committee and the Company's Board recognize that stock
options are a performance-motivating incentive because they have no value unless
the price of the Common Stock increases above the exercise price applicable to
outstanding option grants. The Company has two stock option plans, the St.
Francis Capital Corporation 1993 Incentive Stock Option Plan (the "1993 Option
Plan") and the St. Francis Capital Corporation 1997 Stock Option Plan (the "1997
Option Plan") (collectively, the "Option Plans"). Executive officers and
directors of the Company are eligible to receive both discretionary option
grants (as determined by the Company's Board and the Compensation Committee) and
option grants subject to performance-based vesting. In fiscal 1997, the Board of
Directors of the Company adopted the St. Francis Capital Corporation 1997 Stock
Option Allocation Plan (the "Option Allocation Plan") which outlines the
guidelines for, and factors to be considered by, the Compensation Committee in
granting options subject to performance-based vesting, and the guidelines for
determining the vesting schedule applicable to any non-performance-based options
granted each fiscal year. These same guidelines and factors were considered by
the Compensation Committee in granting options to certain executive officers in
fiscal 1999. For a further discussion of the Option Allocation Plan, see
"Compensation of Executive Officers and Directors - Stock Option Plans."
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<PAGE> 12
The Compensation Committee also recognizes that "compensation" (as that
term is defined in Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code")) in excess of $1,000,000 per year to an
executive officer is not deductible by the Company unless such compensation is
performance-based compensation approved by shareholders of the Company and thus,
is not "compensation" for purposes of complying with the limit on deductibility.
The Compensation Committee has been advised that no executive officer of the
Company received compensation in fiscal 1999 that will result in the loss of a
corporate federal income tax deduction under Section 162(m) of the Internal
Revenue Code.
III. COMPENSATION DECISIONS FOR FISCAL 1999
In reviewing and approving compensation decisions for fiscal 1999, the
Compensation Committee considered both individual and corporate performance.
Base salary adjustments for fiscal 1999 for the five most highly compensated
executive officers of the Company are reflected in the Summary Compensation
Table set forth in this Proxy Statement. The average increase in base salary for
the four highest paid executive officers (other than Mr. Perz, the Company's
President and CEO) was 6.4% in fiscal 1999.
During fiscal 1999, executive officers of the Company participated in
an incentive compensation program (the "STFR-ICP") established and approved by
the Compensation Committee for the Company. Incentive compensation earned under
the STFR-ICP is established as a percentage of each officer's base salary and
may exceed established percentages of base salaries if the Company surpasses
specific corporate performance targets applicable to various executive officer
groups and individual performance objectives are met or exceeded. Incentive
compensation may be less than the established percentages if the Company does
not achieve the corporate performance targets and/or individual performance
objectives are not met. In addition, the STFR-ICP provides that the Committee
has the discretion in administering the program to award discretionary incentive
compensation based upon an assessment of the Company's overall financial
performance or other corporate performance factors.
For fiscal 1999, the STFR-ICP corporate performance targets for the
executive groups were based upon the Company's net income, with the percentage
calculation of incentive compensation applicable to participants in each group
dependent upon differing components of net income. In fiscal 1999, the STFR-ICP
provided for a target of 40% of base salary for the Company's President (Mr.
Thomas R. Perz), and targets of 35%, 30% or 20% of base salaries for other
executive officers who participate in the STFR-ICP. Remuneration earned under
the STFR-ICP and the St. Francis Bank Incentive Compensation Program ("SFB-ICP")
for the fiscal year ended September 30, 1999 will be paid by St. Francis Bank in
January 2000.
The Committee determined that the Company exceeded the net income
target established under the STFR-ICP in fiscal 1999. As a result of the
Committee's consideration of the corporate performance targets and individual
performance in fiscal 1999, the Committee awarded executive officers
participating in the STFR-ICP incentive compensation at levels equal to or in
excess of the targeted amounts. The aggregate payout under the STFR-ICP for
fiscal 1999 was $306,000. The average bonus earned under the STFR-ICP in fiscal
1999 by participants (other than Mr. Perz) was 34% of their base salaries.
Executive officers of St. Francis Bank who do not participate in the
STFR-ICP are eligible to participate in the SFB-ICP. Under this plan, incentive
compensation earned also is established as a percentage of each officer's base
salary and may exceed established percentages of base salaries if St. Francis
Bank surpasses the target level of net income (excluding gains on the sale of
securities and excluding leverage income of St. Francis Bank) ("core income")
and individual performance objectives are met or exceeded. Incentive
compensation may be less than the established percentages if St. Francis Bank
does not achieve the target core income level and individual performance
objectives are not met. In addition, the SFB-ICP provides that the Committee has
the discretion in administering the program to award discretionary incentive
compensation based upon an assessment of St. Francis Bank's overall financial
performance or other corporate performance factors. In fiscal 1999, the SFB-ICP
provided for targets of 35%, 30%, 25% or 20% of base salaries for executive
officers of St. Francis Bank.
For fiscal 1999, the Committee determined that St. Francis Bank
exceeded the core income target established under the SFB-ICP. As a result of
the Committee's consideration of corporate performance, all participants in the
SFB-ICP were eligible to earn incentive compensation at levels higher than the
targeted levels. Based on adjustments for individual performance in fiscal 1999,
participants earned incentive compensation at levels
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<PAGE> 13
below or above the targeted amounts. The aggregate payout under the SFB-ICP for
fiscal 1999 was $353,000. The average bonus earned under the SFB-ICP in fiscal
1999 by participants was 35% of their base salaries.
The corporate and bank performance targets of the STFR-ICP and SFB-ICP
are reviewed and established annually by the Board of Directors of the Company
and St. Francis Bank, respectively, and may vary from year to year, as may the
parameters of such plans. The Company's Board and the Compensation Committee
have amended the STFR-ICP (effective for fiscal 2000) to provide that incentive
compensation payouts will be based solely on the Company's net income (whereas
the current formula considers various components of net income as noted above
for fiscal 1999). The Company's Board and the Compensation Committee believe
that a cash incentive plan based solely on net income will be more reflective of
the Company's overall financial performance.
In fiscal 1999, pursuant to the Option Allocation Plan, a total of
489,266 performance-based options (adjusted for the Company's 2-for-1 stock
split in April 1999) were granted to executive officers of the Company and its
subsidiaries. Options to purchase 3,000 shares of common stock also were granted
in fiscal 1999 to a new executive officer which were not performance-based.
Messrs. Smith, Hazzard, Sorenson and Eckel (the executive officers appearing in
the 1999 Summary Compensation Table other than Mr. Perz) each were granted
performance-based options to purchase 48,000 shares of common stock
(split-adjusted). Pursuant to the Option Allocation Plan, the first permissible
vesting date for the 1999 performance-based options awards is September 30,
2001.
In addition to the 1999 performance-based option grants, an additional
portion of the performance-based options granted in 1997 vested in fiscal 1999.
Based upon the Company achieving 100% of its Earnings Per Share target and 100%
of the Business Line targets (average) in fiscal 1999, under the vesting formula
established under the Option Allocation Plan, participants who received
performance-based options in fiscal 1997 vested at a rate of 100% of the maximum
vestable amount of their initial option grant for fiscal 1999. In fiscal 1997,
Messrs. Smith, Hazzard, Sorenson and Eckel were granted 50,000, 50,000, 50,000
and 30,000 performance-based options (split adjusted), respectively, under the
Option Allocation Plan. Of the performance-based options awarded to each of
these individuals, 16,667 vested in fiscal 1999 for Messrs. Smith, Hazzard and
Sorenson, and 10,000 vested in fiscal 1999 for Mr. Eckel, based upon the formula
under the Option Allocation Plan.
IV. PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION IN FISCAL 1999
In establishing the compensation of Mr. Perz for fiscal 1999, the
Compensation Committee specifically considered the Company's and St. Francis
Bank's overall operating performance as compared to the operating results of
other peer group thrift institutions. The Compensation Committee also considered
the individual performance of Mr. Perz who serves as President and Chief
Executive Officer of the Company and the Bank, and Chairman of the Board of the
Bank, including his performance and ability to develop, train and motivate a
competent management team and to execute the directives of the Board, as well as
to manage St. Francis Bank and the Company in a profitable, safe and sound
manner.
Mr. Perz's base salary (excluding ICP remuneration) for the fiscal year
ended September 30, 1999 was $350,000, a 7.7% increase over fiscal 1998. The
Committee determined that Mr. Perz exceeded the individual performance
objectives established under the STFR-ICP for fiscal 1999. Based upon the
Committee's assessment of corporate performance as well as Mr. Perz's individual
performance, Mr. Perz received incentive compensation equal to $200,000 for
fiscal 1999, or 57% of his $350,000 base salary established at the beginning of
fiscal 1999. In addition, Mr. Perz was granted 100,000 performance-based options
(split-adjusted) in fiscal 1999, for which the first permissible vesting date
under the Option Allocation Plan's performance-based guidelines is September 30,
2001. Finally, of the 100,000 performance-based options (split-adjusted) awarded
to Mr. Perz in fiscal 1997, 33,333 vested in fiscal 1999 based upon the formula
under the Option Allocation Plan.
COMPENSATION COMMITTEE
DAVID J. DRURY
EDWARD W. MENTZER
EDMUND O. TEMPLETON
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<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
During the fiscal year ended September 30, 1999, the Company did not
pay separate compensation to its executive officers. Separate compensation will
not be paid to the officers of the Company until such time as the officers of
the Company devote significant time to separate management of Company affairs,
which is not expected to occur until the Company becomes actively involved in
additional significant business beyond St. Francis Bank. The following table
summarizes the total compensation earned by St. Francis Bank's Chief Executive
Officer and the next four highest paid executive officers of the Company's
subsidiaries whose compensation (salary and bonus) exceeded $100,000 during the
Company's fiscal years ended September 30, 1997, 1998 and 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL NUMBER OF
COMPENSATION(1) SHARES
--------------- SUBJECT TO ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS(3) OPTIONS(4) COMPENSATION(5)
- --------------------------- ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Thomas R. Perz................. 1999 $ 350,000 $ 200,000 100,000 $ 49,938
President and CEO of the 1998 325,000 130,000 -- 55,412
Company and St. Francis 1997 269,448 68,742 100,000 57,298
Bank
Bradley J. Smith (6)........... 1999 160,000 60,000 48,000 31,703
Executive Vice President- 1998 152,000 49,742 -- 3,616
Retail Banking of St. 1997 147,000 23,897 70,000 680
Francis Bank
James C. Hazzard .............. 1999 136,500 55,000 48,000 42,048
Executive Vice President- 1998 131,500 39,450 -- 42,679
Commercial Banking of 1997 123,500 28,405 50,000 42,937
St. Francis Bank
James S. Eckel................. 1999 117,500 55,000 48,000 32,098
Executive Vice President - 1998 105,000 30,177 -- 33,852
Mortgage Lending of 1997 100,000 28,100 30,000 39,389
St. Francis Bank
Jon D. Sorenson................ 1999 115,500 55,000 48,000 36,647
Executive Vice President, 1998 110,000 38,500 -- 32,657
Chief Financial Officer and 1997 91,500 35,246 50,000 39,903
Treasurer of the Company
and St. Francis Bank
</TABLE>
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(FOOTNOTES ON FOLLOWING PAGE)
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<PAGE> 15
- ------------------
(1) Perquisites and other personal benefits provided to the named executive
officers by the Company did not exceed the lesser of $50,000 or 10% of
each named executive officer's total annual salary and bonus during the
fiscal years indicated, and accordingly, are not included.
(2) Amounts shown include compensation earned and deferred at the election
of the named executive officers during the fiscal years ended September
30, 1997, 1998 and 1999.
(3) Senior executive officers of the Company and St. Francis Bank receive
remuneration under separate Incentive Compensation Programs ("ICPs").
The amounts indicated for the fiscal year ended September 30, 1999
represent incentive compensation earned by the named executive officers
under the ICPs for the Company and St. Francis Bank for fiscal 1999. In
fiscal 1997, Mr. Hazzard's incentive compensation was determined
separately and established at 30% of his base salary.
(4) The option awards indicated for fiscal 1997 and 1999 were granted to
the named executive officers pursuant to the St. Francis Capital
Corporation Stock Option Allocation Plan (the "Option Allocation
Plan"), which is a performance-based option plan. The portion of the
fiscal 1997 award indicated in the table which vested in fiscal 1999
for each of the named individuals based upon the Company achieving
certain Earnings Per Share targets and Business Line targets (average)
under the Option Allocation Plan is as follows: (i) Mr. Perz - 33,333;
(ii) Mr. Smith - 16,667; (iii) Mr. Hazzard - 16,667; (iv) Mr. Eckel -
10,000; and (v) Mr. Sorenson - 16,667. The first permissible vesting
date for the performance-based options granted in fiscal 1999 is
September 30, 2001. Pursuant to the terms of the Company's stock option
plans, the number of shares subject to outstanding option grants were
adjusted in fiscal 1999 to reflect the Company's 2-for-1 stock split in
April 1999. Accordingly, the number of shares subject to option grants
indicated in the table for fiscal 1997 and 1999 have been adjusted to
reflect the April 1999 stock split. For further information regarding
the Option Allocation Plan, see "Compensation Committee Report."
(5) Amounts shown in this column represent contributions by the Bank
pursuant to the St. Francis Bank, F.S.B. Money Purchase Pension Plan
(the "Pension Plan"), the St. Francis Bank, F.S.B. 401(k) Savings Plan
(the "401(k) Plan"), the ESOP and Long-Term Disability Policies, and
the reportable economic benefit to the named individuals pursuant to
the Executive Split Dollar Life Insurance Plan (the "Split Dollar
Plan") during the fiscal years ended September 30, 1997, 1998 and 1999.
The amounts shown for each individual for the fiscal year ended
September 30, 1999 are derived from the following figures: (i) Mr.
Perz: $3,200 Pension Plan contribution; $2,375 - 401(k) Plan matching
contribution; $34,531 - ESOP allocation; $2,650 Split Dollar Plan
premium; $7,182 - Long-Term Disability Policy premium; (ii) Mr. Smith:
$3,200 - Pension Plan contribution; $3,070 - 401(k) Plan matching
contribution; $25,312 - ESOP allocation; $121 - Split Dollar Plan
premium; (iii) Mr. Hazzard: $3,162 - Pension Plan Contribution; $3,200
- 401(k) Plan matching contribution; $29,007 - ESOP allocation; $510 -
Long-Term Disability Policy premium; $169 -Split Dollar Plan premium;
$6,000 - Loan Committee fees; (iv) Mr. Eckel: $2,588 - Pension Plan
contribution; $2,954 - 401(k) Plan matching contribution; $26,468 -
ESOP allocation; $88 - Split Dollar Plan premium; and (v) Mr. Sorenson:
$2,804 - Pension Plan contribution; $3,080 - 401(k) Plan matching
contribution; $27,673 - ESOP allocation; $90 - Split Dollar Plan
premium.
(6) Mr. Smith was hired on January 6, 1997; the salary amount indicated
for fiscal 1997 has been annualized.
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<PAGE> 16
EMPLOYMENT AGREEMENTS
In fiscal 1996, the Company and St. Francis Bank entered into a
three-year employment agreement with Mr. Perz to be effective commencing at the
beginning of fiscal 1997. In October 1996 and 1998, the Company entered into
three-year employment agreements with Mr. Sorenson and Mr. Eckel, respectively,
and Bank Wisconsin entered into a new three-year employment agreement with Mr.
Hazzard which was assumed by St. Francis Bank in connection with the merger of
St. Francis Bank and Bank Wisconsin in September 1997. On January 6, 1997, in
connection with his retention as Executive Vice President of St. Francis Bank,
the Company and St. Francis Bank entered into a three-year employment agreement
with Mr. Smith. The term of these employment agreements with Messrs. Perz,
Smith, Hazzard, Eckel and Sorenson, which are described herein, may be restored
to three years by action of the Boards of Directors annually, subject to the
Boards' performance evaluation. These employment agreements are intended to
ensure that the Company and St. Francis Bank maintain a stable and competent
management base.
Under the employment agreements in effect for fiscal 1999, the base
salaries for Messrs. Perz, Smith, Hazzard, Eckel and Sorenson were $350,000,
$160,000, $136,500, $117,500 and $115,500, respectively. Base salaries may be
increased by the Board of Directors of the Company or St. Francis Bank, as
applicable, but may not be reduced except as part of a general pro rata
reduction in compensation for all executive officers. In addition to base
salary, the agreements provide for payments from other incentive compensation
plans, and provide for other benefits, including participation in any group
health, life, disability, or similar insurance program and in any pension,
profit-sharing, employee stock ownership plan, deferred compensation, 401(k) or
other retirement plan maintained by St. Francis Bank. The agreements also
provide for participation in any stock-based incentive programs made available
to executive officers of the Company and its subsidiaries.
The agreements with Messrs. Perz, Smith, Hazzard, Eckel and Sorenson
may be terminated by the Company or St. Francis Bank upon death, disability,
retirement, for cause at any time, or in certain events specified by the
regulations of the OTS. If the Company or St. Francis Bank terminate the
agreements due to death or retirement, for cause or pursuant to OTS regulations,
the executives shall be entitled to receive all compensation and benefits in
which they were vested as of the termination date. If the agreements are
terminated due to disability, the executives shall be entitled to receive 100%
of their base salary at the rate in effect at the time of termination for a
period of one year and thereafter an amount equal to 75% of such base salary for
any remaining portion of the employment term (offset by any payments received by
executives under any employer disability plans or government social security or
workers' compensation programs), together with other compensation and benefits
in which they were vested as of the termination date. If the Company or St.
Francis Bank terminate the agreements other than for the foregoing reasons, or
the executives terminate the agreements in accordance with the terms stated
therein, the executives are entitled to severance payments equal to one year's
base salary (in the case of Messrs. Smith, Hazzard, Eckel and Sorenson) and two
year's base salary (in the case of Mr. Perz) based upon the highest base salary
within the three years preceding the date of termination. In addition, in such
event the executives would receive the amount of bonus and incentive
compensation paid to the executives in the most recently completed calendar year
of employment, payable over a twelve or 24-month period, as applicable. In
addition, the executives shall be entitled to participate in all group
insurance, life insurance, health and accident, disability and certain other
employee benefit plans maintained by the employer, at no cost to the executives,
for a period of one year (in the case of Messrs. Smith, Hazzard, Eckel and
Sorenson) or two years (in the case of Mr. Perz), or such earlier time as the
executives are employed on a full-time basis by another employer which provides
substantially similar benefits. The employment agreements also contain
covenant-not-to-compete provisions which prohibit the executives from competing
with a Significant Competitor (as defined therein) of the Company or St. Francis
Bank for a period of twelve months following termination.
The employment agreements provide for severance payments if the
executives' employment terminates following a change in control. Under the
agreements, a "Change in Control" is generally defined to include any change in
control required to be reported under the federal securities laws, as well as
(i) the acquisition by any person of 25% or more of the Company's outstanding
voting securities, or (ii) a change in a majority of the directors of the
Company during any two-year period without approval of at least two-thirds of
the persons who were directors at the beginning of such period.
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<PAGE> 17
Within 24 months of the effective date of any Change in Control, the
executives may terminate the agreements in the event certain conditions
contained therein are satisfied, and shall be entitled to receive as severance
three year's base salary (based upon the highest base salary within the three
years preceding the date of termination) and the amount of bonus and incentive
compensation paid to the executives in the most recently completed calendar year
of employment, payable over a three-year period. In addition, the executives
shall be entitled to all other benefits and compensation which would have been
payable to them in the event of termination other than for death, disability,
cause or pursuant to OTS regulations, as described herein. In addition, the
executives are entitled to all qualified retirement and other benefits in which
they were vested. Utilizing the bonus amounts for fiscal 1999 as reflected in
the Summary Compensation Table for purposes of the severance payment
calculation, severence pay in the event of a Change in Control would amount to
$1,250,000, $540,000, $464,500, $407,500, and $401,500 for Messrs. Perz, Smith,
Hazzard, Eckel and Sorenson, respectively.
If the severance benefits payable following a Change in Control would
constitute "parachute payments" within the meaning of Section 280G(b)(2) of the
Internal Revenue Code, and the present value of such "parachute payments" equals
or exceeds three times the executive's average annual compensation for the five
calendar years preceding the year in which a Change in Control occurred, the
severance benefits shall be reduced to an amount equal to the present value of
2.99 times the average annual compensation paid to the executive during the five
years immediately preceding such Change in Control.
BENEFITS
EXECUTIVE SPLIT DOLLAR INSURANCE PROGRAM
St. Francis Bank established a Split Dollar Life Insurance Plan,
effective September 13, 1992 (the "Split Dollar Plan"), in which certain senior
officers of St. Francis Bank participate. The life insurance benefit is equal to
the executives' salary up to $250,000. St. Francis Bank pays the PS-58 cost of
the insurance and the premium. Upon the executive's death or the policy maturity
date, St. Francis Bank will receive all premiums paid on behalf of the executive
and the executive will receive the remainder of the death benefit or the cash
surrender value
In June 1997, Mr. Perz and St. Francis Bank entered into the St.
Francis Bank, FSB Split Dollar Life Insurance Agreement (the "1997 Split Dollar
Agreement") pursuant to which Mr. Perz is entitled to split dollar life
insurance benefits in addition to those provided for under the Split Dollar
Plan. The life insurance benefit is equal to $2,260,529. St. Francis Bank pays
the PS-58 cost of the insurance and the premium. Upon the death of Mr. Perz or
the policy maturity date, St. Francis Bank will receive the greater of $750,000
or the aggregate premiums paid on behalf of Mr. Perz and Mr. Perz will receive
the remainder of the death benefit or the cash surrender value
401(K) PLAN, EMPLOYEE STOCK OWNERSHIP PLAN AND MONEY PURCHASE PENSION PLAN
St. Francis Bank participates in the St. Francis Bank, F.S.B. 401(k)
Savings Plan (the "401(k) Plan"), covering all of its eligible employees.
Employees are eligible to participate after completing a six-month period of
employment and attaining age 21. The 401(k) Plan permits participants, subject
to the limitations imposed by Section 401(k) of the Internal Revenue Code, to
make voluntary tax deferred contributions in amounts between 2% and 10% of their
annual compensation. For fiscal 1999, St. Francis Bank made a semi-monthly
contribution to the 401(k) Plan in an amount equal to 50% of the first 4% of
compensation deferred by the participant for those participants currently
employed. The 401(k) Plan's trustee is the Marshall & Ilsley Trust Company.
In connection with the conversion of St. Francis Bank, St. Francis Bank
established the St. Francis Bank, F.S.B. Employee Stock Ownership Plan (the
"ESOP") for its eligible employees. The ESOP borrowed funds from the Company to
purchase 490,643 shares of Common Stock. Collateral for the loan is the Common
Stock purchased by the ESOP. St. Francis Bank makes scheduled discretionary cash
contributions to the ESOP sufficient to amortize the principal and interest on
the loan. The loan will be repaid principally from contributions of St. Francis
Bank to the ESOP over a period of twelve years. Shares purchased by the ESOP
will be held in a suspense account for allocation among participants as the loan
is repaid. Benefits generally become 20% vested after three years of credited
service, with vesting increasing 20% per year thereafter to 100% vesting after
seven years. Participants also become 100% vested on death, disability and
attainment of age 65. Benefits may be payable, in either shares of
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<PAGE> 18
Common Stock or cash, upon death, retirement, early retirement, disability or
separation from service. The ESOP's trustee is Marshall & Ilsley Trust Company.
St. Francis Bank maintains the St. Francis Bank, F.S.B. Money Purchase
Pension Plan (the "Pension Plan"), a tax-qualified, defined contribution plan
covering all eligible employees. Employees are eligible to participate after
completing a twelve-month period of 1,000 or more hours of employment and
attaining age 21. Benefits generally become 20% vested after three years of
credited service, with vesting increasing 20% per year thereafter to 100%
vesting after seven years. Participants also become 100% vested on death,
disability or attainment of age 65. The Pension Plan's trustee is the Marshall &
Ilsley Trust Company.
STOCK OPTION PLANS
The Company has two stock option plans, the 1993 Stock Option Plan and
the 1997 Stock Option Plan (collectively, the "Option Plans").
In 1993, the Board of Directors of the Company adopted the 1993 Option
Plan. All employees of the Company and its subsidiaries are eligible to
participate in the 1993 Option Plan. As of September 30, 1999, the Company and
its subsidiaries had 496 eligible employees. The 1993 Option Plan authorizes the
grant of (i) options to purchase shares of Common Stock intended to qualify as
incentive stock options under Section 422A of the Internal Revenue Code
("Incentive Stock Options"), (ii) options that do not so qualify ("Non-Statutory
Options"), and (iii) options which are exercisable only upon a change in control
of St. Francis Bank or the Holding Company ("Limited Rights"). As of the date of
this Proxy Statement, options to purchase 1,453,950 shares of Common Stock have
been granted under the 1993 Option Plan and 3,974 shares of Common Stock (which
has been adjusted to include plan shares forfeited) were available for granting
under the 1993 Option Plan.
In November 1996, the Board of Directors of the Company adopted the
1997 Stock Option Plan in which all directors, officers and employees of the
Company and its subsidiaries are eligible to participate. The 1997 Stock Option
Plan was approved by the Company's shareholders on January 22, 1997. As of
September 30, 1999, the Company had 508 directors, officers and employees
eligible to participate in the 1997 Stock Option Plan. The 1997 Stock Option
Plan authorizes the grant of (i) Incentive Stock Options; and (ii) Non-Statutory
Options. As of the date of this Proxy Statement, options to purchase a total of
899,426 shares of Common Stock have been granted under the 1997 Stock Option
Plan and a total of 180,574 shares of Common Stock (which has been adjusted to
include plan shares forfeited) were available for granting.
Pursuant to the terms of the Option Plans, the number of shares subject
to outstanding option grants and the exercise price of such options, and the
remaining plan share reserve under each of such plans was adjusted in fiscal
1999 to reflect the Company's 2-for-1 stock split in April 1999. Accordingly,
the option tables that follow below reflect such adjustments.
In fiscal 1997, the Board of Directors of the Company adopted the St.
Francis Capital Corporation 1997 Stock Option Allocation Plan (the "Option
Allocation Plan") which outlines the guidelines for, and factors to be
considered by, the Compensation Committee in granting options subject to
performance-based vesting. The Option Allocation Plan is designed to strengthen
the link between executive compensation and long-term organization performance
by providing guidelines for the granting of options to executive officers
subject to performance-based vesting. Pursuant to the Option Allocation Plan,
participants are granted options which are subject to vesting over a maximum of
a six-year period based upon the Company's achievement of certain "Business
Line" goals and "Earnings Per Share" goal established by the Board of Directors
of St. Francis Bank and the Company, respectively, at the beginning of each
fiscal year. The "Business Line" targets relate to the following areas: (i)
one-to-four family lending (origination target); (ii) commercial lending (growth
target); (iii) consumer lending (growth target); (iv) commercial real estate and
multi-family lending (growth target); (v) deposits (growth target); and (vi)
investment products sales. The option grants to eligible participants are
intended to qualify as Incentive Stock Options under the Internal Revenue Code
to the extent permitted by applicable law.
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<PAGE> 19
At the end of each fiscal year, the Compensation Committee will compare
the Company's performance for the fiscal year to the established goals under the
Option Allocation Plan to determine the percentage of option shares which will
vest in such year for each participant. Each year, during the option award term,
a set maximum number of options granted (or if less, the remaining options
granted) will be subject to accelerated vesting, depending upon the degree of
the Company's success in achieving the annual performance targets budgeted for
the fiscal year. No vesting will occur in a fiscal year if the Company's
earnings per share or the "Business Line" targets (average) are less than 80% of
the budgeted target. The Compensation Committee, may, in its discretion,
accelerate the vesting of all or a portion of the options awarded to
participants, on an individual or group basis, which do not vest due to failure
to achieve budgeted targets for the Business Line and Earnings Per Share Targets
in any particular year of the option award term. All option shares not vested by
the last year of the option award term shall become vested in such year,
irrespective of Company performance.
Under the Option Allocation Plan, a participant must be employed at the
end of the fiscal year to be eligible for vesting of option grants. Termination
of a participant's service for any reason (other than death, disability, change
in control or retirement) (as defined in the 1997 Stock Option Plan) will result
in the forfeiture of all unvested options. For further information regarding
option grants and decisions related thereto in fiscal 1999, see "Compensation
Committee Report."
The following tables set forth certain information concerning
individual grants of stock options to each of the executive officers named in
the Summary Compensation Table during the fiscal year ended September 30, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
NUMBER OF % OF
SHARES TOTAL OPTIONS
UNDERLYING GRANTED TO PER SHARE
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME GRANTED FISCAL YEAR(1) PRICE ($/SH) DATE PRESENT VALUE(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Thomas R. Perz........... 100,000 20.31% $18.875 2009 $ 549,000
Bradley J. Smith ........ 48,000 9.75 18.875 2009 263,520
James C. Hazzard......... 48,000 9.75 18.875 2009 263,520
James S. Eckel........... 48,000 9.75 18.875 2009 263,520
Jon D. Sorenson.......... 48,000 9.75 18.875 2009 263,520
</TABLE>
- --------------------
(1) The options set forth in the above table represent the number of shares
subject to performance-based option grants. The first permissible
vesting date of such options is September 30, 2001. Options to purchase
492,266 shares of Common Stock were granted to eligible employees under
the Option Plans during the fiscal year ended September 30, 1999.
(2) Based upon the Black-Scholes option pricing model, adopted for use in
valuing stock options, based upon the following variable assumptions:
(i) a ten year option term; (ii) a volatility statistic of 15%; (iii) a
dividend yield of 1.79% and (iv) a risk-free rate of return
representing the interest rate on a U.S. Treasury security with a ten
year maturity on the date of grant. The actual value, if any, an
executive may realize will depend upon the excess of the stock price
over the exercise price on the date the option is exercised. There is
no assurance the value realized will be at or near the value estimated
by the Black-Scholes model.
-16-
<PAGE> 20
The following table sets forth certain information concerning the
exercise of stock options granted under the Option Plans by each of the
executive officers named in the Summary Compensation Table during the fiscal
year ended September 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS OPTIONS AT
SHARES AT FISCAL YEAR END FISCAL YEAR END (1)
ACQUIRED VALUE ---------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Perz......... 136,000 $1,919,125 64,333 135,833 $ 398,060 $ 404,857
Bradley J. Smith....... 0 0 32,167 85,833 199,033 348,592
James C. Hazzard....... 0 0 37,835 77,165 268,821 336,867
James S. Eckel......... 0 0 61,354 58,700 779,141 153,206
Jon D. Sorenson........ 35,000 522,969 38,221 65,833 294,005 197,342
</TABLE>
- ------------------
(1) The value of Unexercised In-the-Money Options is based upon the
difference between the fair market value of the securities underlying
the options ($20.69) (which was the average of the bid and ask price of
the Common Stock on September 30, 1999) and the exercise price of the
options at September 30, 1999.
Incentive Stock Options granted to any person who is the beneficial
owner of more than 10% of the outstanding shares of Common Stock may be
exercised only for a period of five years following the date of grant and the
exercise price at the time of grant must be equal to at least 110% of the fair
market value of the Common Stock on the date of the grant. No option granted in
connection with the 1993 Stock Option Plan will be exercisable three months
after the date on which the optionee ceases to perform services for St. Francis
Bank or the Company, except that in the event of death, disability or
retirement, options may be exercisable for up to one year thereafter or such
longer period as determined by the Company with respect to the exercise of
Non-Statutory Options. If an optionee ceases to perform services for St. Francis
Bank or the Company due to retirement, Incentive Stock Options exercised more
than three months following the date the optionee ceases to perform services
shall be treated as Non-Statutory Stock Options. Options of employees terminated
for cause will terminate on the date of termination. Termination for cause
includes termination due to the intentional failure to perform stated duties,
breach of fiduciary duty involving personal dishonesty resulting in a material
loss to the Company, willful violations of law or the entry of a final cease and
desist order which results in a material loss to the Company. Options will be
immediately exercisable in the event of a change in control. "Change of control"
is defined to include the acquisition of beneficial ownership of 20% or more of
any class of equity security by a person or group of persons acting in concert,
a tender offer or exchange offer, merger or other form of business combination,
a sale of assets or a contested election of directors which results in a change
in control of a majority of the Board of Directors.
-17-
<PAGE> 21
EXECUTIVE OFFICER AND DIRECTOR DEFERRED COMPENSATION AGREEMENTS
In September 1986, St. Francis Bank and Mr. Perz entered into a
deferred compensation agreement in lieu of a $5,000 per annum increase in Mr.
Perz' base salary, pursuant to which St. Francis Bank agreed to pay Mr. Perz
$3,333 per month for the first year upon his retirement, death or disability,
with such monthly payments to be increased 5% each year thereafter for the
following 14 years. In fiscal 1999, the deferred compensation agreement was
amended to provide that if Mr. Perz voluntarily terminates his employment with
the Company for any reason other than disability prior to January 1, 2010 (his
normal retirement date), he shall be entitled to a lump-sum payment equal to the
present value of the monthly payment stream to which he would have been entitled
had he remained employed with the Company until January 1, 2010, utilizing a
discount rate of 10%. If Mr. Perz's employment is terminated involuntarily by
the Company (or any successor thereto), he will receive the full monthly
benefits for the following 15 years. No benefits are payable if Mr. Perz's
employment is terminated for cause. "Cause" is defined as (i) an intentional
failure to perform his duties, (ii) willful misconduct, (iii) criminal
conviction for any felony or any act involving dishonesty, breach of trust or
violation of banking laws, (iv) breach of fiduciary duty involving personal
profit, (v) willful violation of any law, rule or regulation (other than traffic
violation or similar offenses), or (vi) personal dishonesty or material breach
of the agreement. The deferred compensation agreement is a non-tax qualified,
unfunded plan.
In November 1987 and February 1988, Messrs. Mentzer and Perz each
entered into deferred compensation agreements whereby they agreed to defer
certain directors' fees paid to them by St. Francis Bank and the Company. These
agreements were renewed in January 1993 and January 1994 for Messrs. Mentzer and
Perz, respectively. The deferred compensation agreements are non-tax qualified,
unfunded plans which establish deferred benefit accounts for both Messrs. Perz
and Mentzer. The deferred benefit accounts are credited annually on April 30 of
each year with interest at a rate equal to one percentage point over the
composite yield on Moody's Long Term Bond Index Rate in effect on the preceding
April 30. Upon retirement, deferred compensation with accrued interest is to be
paid to each director or his designated beneficiary over ten years in annual
installment portions as designated in the deferred compensation agreements. In
the event of Mr. Perz' death before retirement, his deferred compensation
agreement provides that St. Francis Bank shall pay his designated beneficiary an
annual sum of $76,000 for a period of ten years. In the event of Mr. Mentzer's
death before retirement, his deferred compensation agreement provides his
designated beneficiary shall receive the balance in his director's deferred
benefit account over a period of ten years. In January 1999, Mr. Mentzer's
agreement was amended to provide that he will receive $4,000 per month from his
deferred compensation commencing in January 1999.
DIRECTORS' COMPENSATION
BOARD FEES
Compensation paid to Company directors in fiscal 1999 included a
monthly retainer of $1,125 plus a fee of $1,500 per regular meeting attended,
$500 per special meeting attended and $500 per Company Board committee meeting
attended.
Company directors who also were directors of St. Francis Bank received
a fee of $1,000 per St. Francis Bank Board meeting attended and $500 per
committee meeting attended. In fiscal 1999, all Company directors also served on
the Board of Directors of St. Francis Bank.
OPTION GRANTS TO OUTSIDE DIRECTORS UNDER THE OPTION PLANS
On December 14, 1998, Messrs. Drury, Mentzer, Reigle, Schlosser and
Templeton and Ms. Taylor each were granted options to purchase 19,850 shares of
Common Stock (adjusted to reflect the 2-for-1 stock split in April 1999). The
options are subject to a three-year vesting schedule and the exercise price for
all options is $20.25. On February 26, 1999, Mr. Hoppe was granted options to
purchase 6,000 shares of Common Stock (adjusted to reflect the 2-for-1 stock
split in April 1999), with such options subject to a three-year vesting schedule
and an exercise price of $18.88.
-18-
<PAGE> 22
PERFORMANCE GRAPH
The following graph shows an annual comparison from September 1994 to
September 1999 of the Company's cumulative shareholder return on the Common
Stock with (i) the cumulative total return on stocks included in the NASDAQ
Stock Market Index (for United States companies) and (ii) the cumulative total
return on stocks of NASDAQ listed companies included in the Standard Industrial
Classification (SIC) codes 602 - 679 (the "Nasdaq Financial Index"), commencing
on September 30, 1994 through September 30, 1999. The cumulative returns set
forth in each graph assume the reinvestment of dividends into additional shares
of the same class of equity securities at the frequency with which dividends
were paid on such securities during the applicable comparison period.
COMPARISON OF ANNUAL
CUMULATIVE TOTAL RETURN AMONG THE COMPANY,
NASDAQ STOCK MARKET (U.S.) INDEX AND
NASDAQ FINANCIAL INDEX(1)
[LINE GRAPH]
<TABLE>
<CAPTION>
09/30/94 09/30/95 09/30/96 09/30/97 09/30/98 09/30/99
-------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Company Common Stock $ 100.00 $ 126.39 $ 145.28 $ 212.53 $ 208.00 $ 240.03
NASDAQ (U.S.).................. 100.00 138.07 163.84 224.97 228.77 371.52
NASDAQ Financial............... 100.00 126.56 156.70 247.03 227.77 247.36
</TABLE>
- ------------------
(1) Assumes $100.00 invested on September 30, 1994, and all dividends
reinvested through the end of the Company's fiscal year on September
30, 1999. The performance graph is based upon closing prices on the
trading day specified.
-19-
<PAGE> 23
INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS
Current federal law requires that all loans or extensions of credit to
officers and directors must be made only (i) on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features, or (ii)
pursuant to benefit or compensation programs which are widely available to
employees of the Bank and which do not give such executive officers and
directors preference over other Bank employees. In addition, loans made to a
director or executive officer in excess of the greater of $25,000 or 5% of St.
Francis Bank's capital and surplus (up to a maximum of $500,000) must be
approved in advance by a majority of the disinterested members of the Board of
Directors.
The policies of St. Francis Bank provide that all loans or extensions
of credit to executive officers and directors are to be made in the ordinary
course of business (i.e., on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectibility or present other unfavorable features), or in accordance with
the terms of nonpreferential benefit or compensation plans generally available
to Bank employees. All loans were made by St. Francis Bank in the ordinary
course of business or pursuant to nonpreferential benefit or compensation plans
generally available to employees of St. Francis Bank. All loans or extensions of
credit to executive officers and directors were current as of September 30,
1999.
Mr. Jeffrey A. Reigle, a director of the Company and St. Francis Bank,
is the President and Chairman of the Board of Regal Ware, Inc. In fiscal 1998,
St. Francis Bank participated in a credit facility originated at another
financial institution for Regal Ware, Inc. During fiscal 1999, the credit
facility was refinanced for a lower amount. St. Francis Bank's participation
interest in the credit facility totals $5.3 million, of which $3.2 million was
outstanding at September 30, 1999. The terms of the credit facility are
substantially the same, including interest rates and collateral, as those
prevailing at the time for comparable transactions, and does not involve more
than the normal risk of collectibility or present other unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the shares of Common Stock outstanding, to file reports of ownership
and changes in ownership with the SEC and the National Association of Securities
Dealers, Inc. Officers, directors and greater than ten percent shareholders are
required by regulation to furnish the Company with copies of all Section 16(a)
forms they file. Based upon review of the information provided to the Company,
the Company believes that during the fiscal year ended September 30, 1999,
officers, directors and greater than ten percent shareholders complied with all
Section 16(a) filing requirements.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN 2000 PROXY
MATERIALS
To be considered for inclusion in the proxy statement relating to the
Annual Meeting to be held in January 2001, shareholder proposals must be
received at the principal executive offices of the Company at 13400 Bishops
Lane, Suite 350, Brookfield, Wisconsin 53005-6203, Attention: William R. Hotz,
Secretary, no later than August 23, 2000. If such proposal is in compliance with
all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), it will be included in the proxy statement and
set forth on the appointment form of proxy issued for such annual meeting of
shareholders. It is urged that any such proposals be sent certified mail, return
receipt requested. Nothing in this section shall be deemed to require the
Company to include in its proxy statement and proxy relating to the 2000 Annual
Meeting any shareholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
-20-
<PAGE> 24
ADVANCE NOTICE REQUIREMENT FOR ANY PROPOSAL OR NOMINATION TO BE RAISED BY A
SHAREHOLDER
Shareholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article VII of the Company's
Articles of Incorporation. For business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to or mailed by first class United States mail, postage
prepaid, to the principal executive offices of the Company not later than the
close of business on the tenth day following the day on which notice of such
annual meeting is first given to shareholders. A shareholder's notice must set
forth certain information in accordance with Article VII of the Company's
Articles of Incorporation. The advance notice must include the shareholder's
name and address, as they appear on the Company's record of shareholders, the
class and number of shares of the Company's Common Stock beneficially owned by
such shareholder, a brief description of the proposed business, the reason for
considering such business at the annual meeting and any material interest of the
shareholder in the proposed business. In the case of nominations for elections
to the Board of Directors, certain information regarding the nominee must be
provided.
DISCRETIONARY VOTING OF 1999 PROXIES
Pursuant to Rule 14a-4(c) under the Exchange Act and Article VII of the
Company's Articles of Incorporation, if a shareholder who intends to present a
proposal at the 2000 Annual Meeting timely and properly notifies the Company of
such proposal at least ten days after mailing of the 2000 proxy statement, as
described above, management proxies may not use their discretionary voting power
for such proposal unless the Company sends to shareholders information on the
matter to be presented at the meeting and how the management proxies intend to
exercise their discretionary vote of such matter.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting or any adjournments or postponements thereof, it is the
intention of the persons named in the accompanying proxy to vote the shares
represented thereby on such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ William R. Hotz
-----------------------------------
Milwaukee, Wisconsin William R. Hotz
December 21, 1999 Executive Vice President,
Secretary and General Counsel
================================================================================
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
================================================================================
-21-
<PAGE> 25
ST. FRANCIS CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders (the "Annual Meeting") and the Proxy Statement and,
revoking any proxy heretofore given, hereby constitutes and appoints Messrs.
Thomas R. Perz or Edward W. Mentzer, directors of St. Francis Capital
Corporation (the "Company"), to represent and to vote, as designated below, all
the shares of common stock of the Company held of record by the undersigned on
December 1, 1999, at the Annual Meeting which will be held on January 26, 2000,
at 10:00 a.m., Milwaukee time, at the Midway Hotel Airport, 5105 S. Howell
Avenue, Milwaukee, Wisconsin, and at any adjournments or postponements thereof.
This proxy is revocable and will be voted as directed below, but if no
instructions are specified, this proxy will be voted FOR each of the matters
listed below. If any other business is presented at the Annual Meeting or any
adjournments or postponements thereof, this proxy will be voted by the named
proxies in their best judgment and discretion. At the present time, the Board
of Directors of the Company knows of no other business to be presented at the
Annual Meeting.
Please mark your votes as in this example: [X]
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
ST. FRANCIS CAPITAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR MATTERS 1 AND 2.
<TABLE>
<CAPTION>
<S><C>
1. ELECTIONS OF DIRECTORS: 1-JEFFREY A. REIGLE 2-EDMUND O. TEMPLETON [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left (except to vote for all nominees
as specified below). listed to the left.
(Instructions: To withhold authority to vote for any indicated nominee, ---------- > [ ]
write the number(s) of the nominee(s) in the box provided [ ]
to the right).
2. Ratification of the appointment of KPMG LLP as independent [ ] FOR [ ] AGAINST [ ] ABSTAIN
auditors of the Company for the fiscal year ending September 30, 2000;
and
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
Check appropriate box Date NO. OF SHARES
Indicate changes below: -------------------
Address Change? [ ] Name Change? [ ] [ ]
[ ]
[ ]
[ ]
SIGNATURE(S) IN BOX
IMPORTANT: Please sign exactly as it appears
hereon. When signing as an attorney,
administrator, agent, corporation, officer,
executor, trustee, guardian or similar position,
please add your full title to your signature.
If shares of common stock are held jointly,
each holder may sign but only one signature
is required.
</TABLE>
