<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 14a-11(c) or Rule 14a-12
St. Francis Capital Corporation
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(Name of Registrant as Specified in Its Charter)
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(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:
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(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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
ST. FRANCIS CAPITAL CORPORATION [LOGO]
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
December 20, 2000
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 24, 2001, at 10:00 a.m., local time, at the Midway Hotel -- Highway 100,
251 North Mayfair Road, Milwaukee, Wisconsin 53226.
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, 2000.
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 submitted your proxy via mail.
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 24, 2001
----------------------
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 24, 2001, at 10:00 a.m., local time, at the Midway
Hotel -- Highway 100, 251 North Mayfair Road, Milwaukee, Wisconsin 53226. 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 a 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,
2001; 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, 2000 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 20, 2000 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 FORM 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 24, 2001
----------------------
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 24, 2001,
at 10:00 a.m., local time, at the Midway Hotel -- Highway 100, 251 North Mayfair
Road, Milwaukee, Wisconsin 53226, and at any adjournments or postponements
thereof.
The 2000 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, 2000, accompany this Proxy Statement and appointment
form of proxy (the "proxy"), which are being mailed to shareholders on or about
December 20, 2000.
RECORD DATE AND OUTSTANDING SHARES
Only shareholders of record at the close of business on December 1,
2000 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 9,404,097 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
All matters to be considered at the Annual Meeting 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 two 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, 2001.
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 and shares held in excess of the 10%
Limit will not be counted for determining quorum. 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. The provisions of the Company's Articles of
Incorporation relating to the 10% Limit do not apply to an acquisition of more
than 10% of the shares of Common Stock if such acquisition has been approved by
a majority of disinterested directors; provided such approval shall be effective
only if obtained at a meeting where a quorum of disinterested directors is
present.
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. 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:
o FOR the election of the nominees for director named in this
Proxy Statement; and
o FOR the ratification of the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending
September 30, 2001.
Submitting your proxy via mail 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.
-2-
<PAGE> 6
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of shares of Common
Stock as of December 1, 2000 (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).......................... 873,018 9.3%
Thomas R. Perz (2)(3)(4)...................................... 486,853 5.2
David J. Drury (2)(3)......................................... 39,666 **
Edward W. Mentzer (2)(3)...................................... 84,854 **
Jeffrey A. Reigle (2)(3)...................................... 24,816 **
Julia H. Taylor (2)(3)........................................ 22,766 **
Edmund O. Templeton (2)(3).................................... 152,150 1.6
Bradley J. Smith (2)(3)(4).................................... 46,550 **
James C. Hazzard (2)(3)(4).................................... 65,713 **
James S. Eckel (2)(3)(4)...................................... 108,353 1.2
Jon D. Sorenson (2)(3)(4)..................................... 127,495 1.4
All directors and executive officers
as a group (29 persons) (2)(3)(4)........................... 1,976,872 20.2%
</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 -- 77,919 shares;
Mr. Drury -- 38,616 shares; Mr. Mentzer -- 28,734 shares; Mr. Reigle --
22,616 shares; Ms. Taylor -- 22,616 shares; Mr. Templeton -- 52,260
shares; Mr. Hazzard -- 47,369 shares; Mr. Smith -- 38,867 shares; Mr.
Eckel -- 61,574 shares; and Mr. Sorenson -- 38,867 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 69,639 have been allocated to the accounts of
the named executive officers in the Summary Compensation Table as
follows: Mr. Perz -- 19,614; Mr. Smith -- 7,683; Mr. Hazzard -- 12,844;
Mr. Eckel -- 14,942 and Mr. Sorenson -- 14,556.
(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.
Effective April 30, 2000, Rudolph T. Hoppe resigned from the Board of
Directors of the Company. In connection with Mr. Hoppe's resignation, the Board
of Directors amended the Company's By-laws to reduce the authorized number of
directors to six, eliminating the vacancy created by Mr. Hoppe's resignation.
Mr. Hoppe continues to serve as a member of the Board of Directors of St.
Francis Bank.
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
AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE SINCE
---- --- -------------------------- ----------- ----------------
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2004
<S> <C> <C> <C> <C>
Edward W. Mentzer 64 Director of the Company and St. Francis 1992 1982
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 47 Director of the Company and St. Francis 1997 1996
Bank; Since 1986, Executive Director and
Chief Executive Officer of the YWCA of
Greater Milwaukee.
</TABLE>
-4-
<PAGE> 8
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR OF DIRECTOR OF
AND PRINCIPAL OCCUPATION THE COMPANY ST. FRANCIS BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE SINCE
---- --- -------------------------- ----------- ----------------
INFORMATION WITH RESPECT TO CONTINUING DIRECTORS
DIRECTORS WHOSE TERMS EXPIRE IN 2002
<S> <C> <C> <C> <C>
David J. Drury 52 Director of the Company and St. Francis 1994 1997
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; From 1989 to
2000, 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.
Thomas R. Perz 56 President, Chief Executive Officer and 1992 1983
Director of the Company; Chairman of the
Board, President and Chief Executive
Officer of St. Francis Bank.
DIRECTORS WHOSE TERMS EXPIRE IN 2003
Jeffrey A. Reigle 49 Director of the Company and St. Francis 1997 1997
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 57 Director of the Company and St. Francis 1992 1990
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>
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.
-5-
<PAGE> 9
MATTER 2.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors for the fiscal year ended September
30, 2000 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, 2001. 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 SUBMITTED
PROXIES 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, 2000, the
Board of Directors of the Company held six regular meetings and one special
meeting. 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, 2000.
At September 30, 2000, the Audit Committee of the Company consisted of
Messrs. David J. Drury, Jeffrey A. Reigle, and Ms. Julia H. Taylor, who are
neither officers or employees of the Company or its subsidiaries ("Outside
Directors"). (Mr. John C. Schlosser and Mr. Rudolph T. Hoppe served as members
of the Audit Committee until January 26, 2000 and April 30, 2000, respectively,
and Mr. Edmund O. Templeton was appointed to the Audit Committee on October 10,
2000.) 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, 2000. For a further discussion of the activities of the
Audit Committee, see "Audit Committee Report."
In fiscal 2000, 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, 2000, 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 2000, 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, 2000. In November 2000, 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."
-6-
<PAGE> 10
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 2000, 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 2001 Annual Meeting."
AUDIT COMMITTEE REPORT
The Report of the Audit Committee 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. AUDIT COMMITTEE COMPOSITION AND FUNCTION
The members of the Audit Committee are appointed by the Chairman of the
Board of the Company and are approved by the Company's Board of Directors. At
September 30, 2000, the Audit Committee was composed of three independent
directors of the Company, Messrs. David J. Drury, Jeffrey A. Reigle, and Ms.
Julia H. Taylor. (Mr. John C. Schlosser and Mr. Rudolph T. Hoppe served as
members of the Audit Committee until January 26, 2000 and April, 30 2000,
respectively, and Mr. Edmund O. Templeton was appointed to the Audit Committee
on October 10, 2000.) Each of the current members of the Audit Committee is
"independent" as defined by The Nasdaq Stock Market, Inc. ("Nasdaq") listing
standards. These listing standards include qualitative and quantitative
requirements regarding the independence and qualifications of Audit Committee
members and the size of the Audit Committee.
The Audit Committee acts pursuant to a written charter adopted and
approved by the Company's Board of Directors on May 11, 2000. The Audit
Committee is responsible for assisting the Company's Board of Directors in its
oversight responsibilities regarding the Company's auditing, accounting and
financial reporting process. Consistent with this function, the Audit Committee
encourages continuous improvement of, and adherence to, the Company's policies,
procedures and practices at all levels related to the financial control and
reporting process.
II. AUDIT COMMITTEE ACTIONS IN FISCAL 2000
In fiscal 2000, the Audit Committee met with KPMG LLP, the Company's
independent auditor. Pursuant to Statement on Auditing Standards ("SAS") No. 90
(Audit Committee Communications), KPMG LLP discussed various matters relating to
the Company's financial results for fiscal 2000 and discussed matters required
to be discussed by SAS No. 61. KPMG LLP also provided the Audit Committee with
the written disclosures required by Independence Standards Board Standard
("ISBS") No. 1 (Independence Discussions with Audit Committees), disclosing any
relationships between KPMG LLP and the Company and stating that in its
professional judgment KPMG LLP believes that it is "independent" with respect to
the Company within the meaning of the Securities Act and the Exchange Act.
Additionally, the Audit Committee discussed with KPMG LLP that firm's
independence.
-7-
<PAGE> 11
Each year the Audit Committee is responsible for providing the
Company's Board of Directors with a recommendation as to whether the Company's
annual financial statements should be included in the Company's Annual Report on
Form 10-K filed with the SEC. Based on the Audit Committee's discussions with
the Company's management and KPMG LLP concerning the fiscal 2000 financial
statements and audit results, the financial statement review process and other
matters deemed relevant and appropriate by the Audit Committee, the Audit
Committee met in December 2000 to issue this Audit Committee Report and
recommended to the Company's Board that the Company's fiscal 2000 financial
statements be included in the 2000 Annual Report on Form 10-K filed with the
SEC.
DECEMBER 13, 2000
AUDIT COMMITTEE
DAVID J. DRURY
JEFFREY A. REIGLE
JULIA H. TAYLOR
EDMUND O. TEMPLETON
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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 2000, 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, 2000, 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 2000, 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 2000, 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. As
discussed further herein, annual incentive bonuses are paid pursuant to the
terms of incentive compensation programs for St. Francis Bank (the "SFB-ICP")
and the Company (the "STFR-ICP"). The corporate and bank performance targets for
the SFB-ICP and STFR-ICP are reviewed and established annually by the Board of
Directors of the Bank and the Company, respectively, and may vary from year to
year, as may the parameters of such plans. For a further discussion of the
executive benefits made available to officers of the Company during the fiscal
year ended September 30, 2000, 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
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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 2000. For a further discussion of the Option Allocation Plan, see
"Compensation of Executive Officers and Directors -- Stock Option Plans."
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 2000 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 2000
In reviewing and approving compensation decisions for fiscal 2000, the
Compensation Committee considered both individual and corporate performance.
Base salary adjustments for fiscal 2000 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 5.9% in fiscal 2000.
During fiscal 2000, 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 2000, the STFR-ICP corporate performance targets for the
executive groups were based upon the Company's net income. In fiscal 2000, 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%, 25% 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, 2000 will be paid by St.
Francis Bank in January 2001.
The Committee determined that the Company did not achieve the net
income target established under the STFR-ICP in fiscal 2000. As a result of the
Committee's consideration of the corporate performance targets and individual
performance in fiscal 2000, the Committee awarded executive officers
participating in the STFR-ICP incentive compensation at levels less than the
targeted amounts. The aggregate payout under the STFR-ICP for fiscal 2000 was
$61,188. The average bonus earned under the STFR-ICP in fiscal 2000 by
participants (other than Mr. Perz) was 12.2% 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 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 net 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
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financial performance or other corporate performance factors. In fiscal 2000,
the SFB-ICP provided for targets of 35%, 30%, 25% or 20% of base salaries for
executive officers of St. Francis Bank.
For fiscal 2000, the Committee determined that St. Francis Bank did not
achieve the net 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 below the
targeted levels. Based on adjustments for individual performance in fiscal 2000,
participants earned incentive compensation at levels below the targeted amounts.
The aggregate payout under the SFB-ICP for fiscal 2000 was $150,585. The average
bonus earned under the SFB-ICP in fiscal 2000 by participants was 14.2% of their
base salaries.
In fiscal 2000, with the exception of option grants to the Company's
President and Chief Executive Officer (discussed herein), no performance-based
options were granted to executive officers of the Company and its subsidiaries
pursuant to the Option Allocation Plan. Options to purchase 5,000 shares of
common stock were granted in fiscal 2000 to an executive officer which were not
performance-based. In fiscal 2000, an additional portion of the
performance-based options granted in 1997 vested. Based upon the Company
achieving 48.7% of its Earnings Per Share target and 82.6% of the Business Line
targets (average) in fiscal 2000, under the vesting formula established under
the Option Allocation Plan, participants who received performance-based options
in fiscal 1997 vested at a rate of 40.2% of the maximum vestable amount of their
initial option grant for fiscal 2000. 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, 6,700 vested in fiscal 2000 for Messrs. Smith, Hazzard and
Sorenson, and 4,020 vested in fiscal 2000 for Mr. Eckel, based upon the formula
under the Option Allocation Plan.
IV. PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION IN FISCAL 2000
In establishing the compensation of Mr. Perz for fiscal 2000, 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, 2000 was $400,000, a 14.3% increase over fiscal 1999. Based
upon the Committee's assessment of corporate performance as well as Mr. Perz's
individual performance pursuant to the STFR-ICP for fiscal 2000, Mr. Perz
received incentive compensation equal to $20,000 for fiscal 2000, or 5.0% of his
$400,000 base salary established at the beginning of fiscal 2000. In addition,
Mr. Perz was granted 74,598 performance-based options in fiscal 2000, for which
the first permissible vesting date under the Option Allocation Plan's
performance-based guidelines is October 1, 2001. Finally, of the 100,000
performance-based options awarded to Mr. Perz in fiscal 1997, 13,400 vested in
fiscal 2000 based upon the formula under the Option Allocation Plan.
NOVEMBER 15, 2000
COMPENSATION COMMITTEE
DAVID J. DRURY
EDWARD W. MENTZER
EDMUND O. TEMPLETON
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
During the fiscal year ended September 30, 2000, 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, 1998, 1999 and 2000.
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................. 2000 $ 400,000 $ 20,000 74,598 $227,658
President and CEO of the 1999 350,000 200,000 100,000 49,938
Company and St. Francis 1998 325,000 130,000 - 55,412
Bank
Bradley J. Smith............... 2000 170,000 27,111 - 103,267
Executive Vice President- 1999 160,000 60,000 48,000 31,703
Retail Banking of St. 1998 152,000 49,742 - 3,616
Francis Bank
James C. Hazzard .............. 2000 140,000 13,650 - 114,120
Executive Vice President- 1999 136,500 55,000 48,000 42,048
Commercial Banking of 1998 131,500 39,450 - 42,679
St. Francis Bank
James S. Eckel................. 2000 123,850 21,672 - 106,029
Executive Vice President - 1999 117,500 55,000 48,000 32,098
Mortgage Lending of 1998 105,000 30,177 - 33,852
St. Francis Bank
Jon D. Sorenson................ 2000 127,000 16,000 - 108,772
Executive Vice President, 1999 115,500 55,000 48,000 36,647
Chief Financial Officer and 1998 110,000 38,500 - 32,657
Treasurer of the Company
and St. Francis Bank
</TABLE>
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(FOOTNOTES ON FOLLOWING PAGE)
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(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, 1998, 1999 and 2000.
(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 years ended September 30, 1998,
1999 and 2000 represent incentive compensation earned by the named
executive officers under the ICPs for the Company and St. Francis Bank
for those fiscal years.
(4) The option awards indicated for fiscal 1999 and 2000 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. None of the fiscal
1999 or 2000 awards indicated in the table vested in fiscal 2000 for
any of the named individuals. The first permissible vesting date for
the performance-based options granted in fiscal 1999 is September 30,
2001. The first permissible vesting date for the performance-based
options granted in fiscal 2000 is October 1, 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 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, the
reportable economic benefit to the named individuals pursuant to the
Executive Split Dollar Life Insurance Plan (the "Split Dollar Plan"),
and committee fees during the fiscal years ended September 30, 1998,
1999 and 2000. The amounts shown for each individual for the fiscal
year ended September 30, 2000 are derived from the following figures:
(i) Mr. Perz: $3,200 - Pension Plan contribution; $1,175 - 401(k) Plan
matching contribution; $204,598 - ESOP allocation; $1,729 - Split
Dollar Plan premium; $11,456 - Long-Term Disability Policy premium;
$4,500 - Loan Committee fees; $1,000 - Policy Committee fees; (ii) Mr.
Smith: $3,200 - Pension Plan contribution; $1,000 - 401(k) Plan
matching contribution; $98,933 - ESOP allocation; $134 - Split Dollar
Plan premium; (iii) Mr. Hazzard: $3,200 - Pension Plan Contribution;
$1,000 - 401(k) Plan matching contribution; $103,225 - ESOP allocation;
$510 - Long-Term Disability Policy premium; $185 - Split Dollar Plan
premium; $6,000 - Loan Committee fees; (iv) Mr. Eckel: $2,986 - Pension
Plan contribution; $1,647 - 401(k) Plan matching contribution; $101,294
- ESOP allocation; $102 - Split Dollar Plan premium; and (v) Mr.
Sorenson: $3,138 - Pension Plan contribution; $1,947 - 401(k) Plan
matching contribution; $103,587 - ESOP allocation; $100 - Split Dollar
Plan premium.
EMPLOYMENT AGREEMENTS
In fiscal 2000, the Company and St. Francis Bank entered into
three-year employment agreements with Mr. Perz to be effective commencing on
January 1, 2000. In October 1996 and 1998, the Company and St. Francis Bank
entered into three-year employment agreements with Messrs. Sorenson and Eckel,
respectively, and Bank Wisconsin entered into a new three-year employment
agreement with Mr. Hazzard that 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. In fiscal 2000, the employment agreements
with Messrs. Smith, Hazzard, Eckel and Sorenson were amended as described
herein. The term of these employment agreements with Messrs. Perz, Smith,
Hazzard, Eckel and Sorenson, which are described herein, may
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be restored to three years by action of the Boards of Directors annually,
subject to the Board's performance evaluation. In October 2000, the employment
agreements with Messrs. Perz, Smith, Hazzard, Eckel and Sorenson were restored
to three-year terms by Board action. 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 2000, the base
salaries for Messrs. Perz, Smith, Hazzard, Eckel and Sorenson were $400,000,
$170,000, $140,000, $123,850 and $127,000, 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. The employment agreements
provide that the Company may reimburse St. Francis Bank for any compensation
paid to each of Messrs. Perz, Smith, Hazzard, Eckel and Sorenson pursuant to
such agreements as jointly determined by the Boards of the Company and St.
Francis Bank to reflect appropriately the allocation of the executive's time
between Company and St. Francis Bank affairs. 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. Commencing in fiscal 2000, the
agreements with Mr. Perz and the amended agreements with the other executives
provide for reimbursement of various expenses, including tax preparation and
financial consulting fees, subject to reasonable documentation and other
limitations as determined by the Company's Board of Directors.
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, pursuant
to the fiscal 2000 amendments and Mr. Perz's 2000 agreements, in such event the
executives would receive bonus and incentive compensation in an amount equal to
the average bonus payment paid to the executives in the three years preceding
the date of termination (as opposed to the amount of bonus paid in the most
recently completed calendar year) 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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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 average amount of bonus and
incentive compensation paid to the executives in the three years preceding the
date of termination, 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 2000
as reflected in the Summary Compensation Table for purposes of the severance
payment calculation, severance pay in the event of a Change in Control would
amount to $1,550,000, $646,853, $528,100, $478,489, and $490,500 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. Mr. Perz's employment
agreement with the Company provides that the Company shall pay Mr. Perz the
entire amount of any unpaid severance that is not paid to him as a result of the
Change in Control restriction under his employment agreement with St. Francis
Bank. In addition, under applicable law, a 20% excise tax would be triggered by
change-in-control-related payments that equal or exceed three times Mr. Perz's
annual compensation over the five years preceding the Change in Control. The
agreement with the Company provides that to the extent payments related to a
Change in Control are subject to the excise tax, the Company will provide Mr.
Perz with an additional amount sufficient to enable Mr. Perz to retain the full
value of the Change in Control benefits as if the excise tax had not applied.
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 $2,290,737. 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 2000, 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
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by the ESOP. In fiscal 2000, the Company paid off the entire ESOP loan balance
and released all remaining shares held in the suspense account to participants.
This resulted in ESOP participants receiving final allocations from the ESOP
that will be subject to vesting as set forth in the plan. 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 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, 2000, the Company and
its subsidiaries had 480 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 1,457,924 shares of Common Stock have
been granted under the 1993 Option Plan and no 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, 2000, the Company had 491 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
1,199,245 shares of Common Stock have been granted under the 1997 Stock Option
Plan and a total of 4,800 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
-16-
<PAGE> 20
(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.
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 2000, 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, 2000.
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........... 74,548 93.71% $13.875 2010 $244,517
</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 October 1, 2001. Options to purchase
79,548 shares of Common Stock were granted to eligible employees under
the Option Plans during the fiscal year ended September 30, 2000.
(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 3.05% 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.
-17-
<PAGE> 21
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, 2000.
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......... - - 77,919 196,815 $65,076 $125,255
Bradley J. Smith....... - - 38,867 79,133 31,579 52,796
James C. Hazzard....... - - 47,369 67,631 90,562 68,000
James S. Eckel......... 3,800 $59,319 61,574 54,680 413,442 5,428
Jon D. Sorenson........ 6,054 92,324 38,867 59,133 31,579 9,046
</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 ($15.31) (which was the average of the bid and ask price of
the Common Stock on September 30, 2000) and the exercise price of the
options at September 30, 2000.
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.
-18-
<PAGE> 22
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 2000 included a
monthly retainer of $1,125 plus a fee of $1,500 per regular meeting attended and
$500 per Company Board committee meeting attended. The directors were not paid
any additional compensation for attending the one special meeting of the Board
of Directors held in fiscal 2000.
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 2000, all Company directors also served on
the Board of Directors of St. Francis Bank.
OPTION GRANTS TO OUTSIDE DIRECTORS UNDER THE OPTION PLANS
On April 19, 2000, Messrs. Templeton, Mentzer and Drury each were
granted options to purchase 25,000 shares of Common Stock, Ms. Taylor was
granted options to purchase 20,000 shares of Common Stock and Mr. Reigle was
granted options to purchase 10,000 shares of Common Stock. All options are
subject to a three-year vesting schedule and the exercise price for all options
is $13.875.
-19-
<PAGE> 23
PERFORMANCE GRAPH
The following graph shows an annual comparison from September 1995 to
September 2000 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, 1995 through September 30, 2000. 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: Nasdaq Financial Index]
<TABLE>
<CAPTION>
09/30/95 09/30/96 09/30/97 09/30/98 09/30/99 09/30/00
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Company Common Stock $ 100.00 $ 114.95 $ 168.15 $ 164.57 $ 189.91 $ 147.47
Nasdaq (U.S.).................. 100.00 118.68 162.92 165.50 270.38 358.96
Nasdaq Financial Index......... 100.00 123.80 195.14 179.96 195.55 207.49
</TABLE>
------------
(1) Assumes $100.00 invested on September 30, 1995, and all dividends
reinvested through the end of the Company's fiscal year on September
30, 2000. The performance graph is based upon closing prices on the
trading day specified.
-20-
<PAGE> 24
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 do 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,
2000.
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. The balance of St. Francis Bank's
participation interest in the credit facility was paid on January 3, 2000. The
terms of the credit facility were substantially the same, including interest
rates and collateral, as those prevailing at the time for comparable
transactions, and did 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 Exchange Act 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, 2000, officers, directors and
greater than ten percent shareholders complied with all Section 16(a) filing
requirements, except for one inadvertent failure to timely report on a Form 4
the acquisition of 104 shares of Common Stock of the Company through the
reinvestment of funds held in IRA accounts controlled by Mr. Eckel in December
1999, which was subsequently reported on a Form 4.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN 2001
PROXY MATERIALS
To be considered for inclusion in the proxy statement relating to the
Annual Meeting to be held in January 2002, 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 22, 2001. If such proposal is in compliance with
all of the requirements of Rule 14a-8 under 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 2001 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.
-21-
<PAGE> 25
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 2001 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 2001 Annual Meeting timely and properly notifies the Company of
such proposal at least ten days after mailing of the 2001 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 20, 2000 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.
================================================================================
-22-
<PAGE> 26
ST. FRANCIS CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 24, 2001
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 Edmund O. Templeton, 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,
2000, at the Annual Meeting which will be held on January 24, 2001, at
10:00 a.m., local time, at the Midway Hotel - Highway 100, 251 North Mayfair
Road, Milwaukee, Wisconsin 53226, 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
<TABLE>
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
ST. FRANCIS CAPITAL CORPORATION ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors recommends that you vote FOR matters 1 and 2.
1. ELECTION OF DIRECTORS: 1- EDWARD W. MENTZER 2- JULIA H. TAYLOR [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the left to vote for all nominees
(except as specified listed to the left
below).
(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 auditors of [ ] FOR [ ] AGAINST [ ] ABSTAIN
the Company for the fiscal year ending September 30, 2001; and
3. In their discretion, the proxies are authorized to vote upon such other business as may property 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>
