SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 ss. 240.14A-11(c) or ss. 240.14a-12
FIRST MIDWEST FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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>
[FIRST MIDWEST FINANCIAL, INC. LETTERHEAD]
December 12, 1996
Dear Fellow Stockholders:
On behalf of the Board of Directors and management of First Midwest
Financial, Inc. (the "Company"), we cordially invite you to attend the Annual
Meeting of Stockholders of the Company. The meeting will be held at 1:00 P.M
local time, on January 27, 1997 at the main office of the Company located at
Fifth at Erie, Storm Lake, Iowa.
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement discusses the business to be conducted at the Meeting. We have also
enclosed a copy of the Company's Annual Report to Stockholders. At the meeting
we will report on the Company's operation and outlook for the year ahead.
We encourage you to attend the meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the meeting.
Your Board of Directors and management are committed to the continued
success of First Midwest Financial, Inc., and the enhancement of your
investment. As Chairman of the Board, President and Chief Executive Officer, I
want to express my appreciation for your confidence and support.
Very truly yours,
/s/James S. Haahr
-----------------
JAMES S. HAAHR
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
FIRST MIDWEST FINANCIAL, INC.
Fifth at Erie
Storm Lake, Iowa 50588
(712) 732-4117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 27, 1997
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Midwest Financial, Inc. ("First Midwest" or the "Company")
will be held at the main office of the Company located at Fifth at Erie, Storm
Lake, Iowa on January 27, 1997 at 1:00 P.M local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the
election of two directors of the Company and such other matters as may properly
come before the Meeting or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on November 29, 1996
are the stockholders entitled to vote at the Meeting, and any adjournments
thereof. A complete list of stockholders entitled to vote at the Meeting will be
available for inspection by stockholders at the offices of the Company during
the ten days prior to the Meeting as well as at the Meeting.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/James S. Haahr
-----------------
James S. Haahr
Chairman of the Board, President and
Chief Executive Officer
Storm Lake, Iowa
December 12, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
FIRST MIDWEST FINANCIAL, INC.
Fifth at Erie
Storm Lake, Iowa 50588
(712) 732-4117
ANNUAL MEETING OF STOCKHOLDERS
January 27, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of First Midwest Financial, Inc. ("First
Midwest," and with its subsidiaries, the "Company") of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the main office of the Company located at Fifth at Erie, Storm Lake, Iowa on
January 27, 1997 at 1:00 P.M local time, and all adjournments of the Meeting.
The accompanying Notice of Meeting, proxy and this Proxy Statement are first
being mailed to stockholders on or about December 12, 1996. Certain information
provided herein relates to First Federal Savings Bank of the Midwest ("First
Federal") and Security State Bank ("Security", and when referred to with First
Federal, the "Banks"), both of which are wholly owned subsidiaries of First
Midwest.
At the Meeting, stockholders of the First Midwest are being asked to
consider and vote upon the election of two directors.
Voting Rights and Proxy Information
All shares of common stock of First Midwest, par value $.01 per share
(the "Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted "For" the nominees and the
adoption of the proposal set forth in this Proxy Statement. The Company does not
know of any matters, other than as described in the Notice of Meeting, that are
to come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
pursuant thereto will have the discretion to vote on such matters in accordance
with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Common Stock present, in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and proxies received as broker non-votes are counted for purposes of
determining a quorum.
<PAGE>
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
First Midwest at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of First Midwest at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Fred A.
Stevens, Secretary, First Midwest Financial, Inc., Fifth at Erie, Storm Lake,
Iowa 50588.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on November 29, 1996
(the "Voting Record Date") will be entitled to one vote for each share then
held. As of that date, First Midwest had 1,940,058 shares of Common Stock issued
and outstanding. The following table sets forth information, as of the Voting
Record Date, regarding share ownership of: (i) those persons or entities known
by management to beneficially own more than five percent of First Midwest's
Common Stock and (ii) all directors and officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Percent of
Beneficial Owners Owned Class
----------------- ----- -----
<S> <C> <C>
First Midwest Financial, Inc. 150,228 7.74%
Employee Stock Ownership Plan
Fifth at Erie
Storm Lake, Iowa 50588(1)
Mr. and Mrs. James S. Haahr(2) 168,045 8.37%
Fifth At Erie
Storm Lake, Iowa 50588
Directors and executive officers 509,066 24.60%
of First Midwest and the Bank
as a group (8 persons)(3)(4)
- -----------------
</TABLE>
(1) The amount reported represents shares held by First Midwest Financial, Inc.
Employee Stock Ownership Plan ("ESOP"), 73,508 shares of which were
allocated to accounts of participants. The First Bankers Trust Company,
N.A., Quincy, Illinois, the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.
<PAGE>
(2) Included in the shares of Common Stock beneficially owned by Mr. and Mrs.
Haahr are (i) 7,000 shares owned directly by Mr. Haahr over which he has
sole voting and dispositive power, (ii) 26,846 shares granted to Mr. Haahr
under First Midwest's Recognition and Retention Plan ("the RRP"), 20,135
shares over which Mr. Haahr has sole voting and dispositive power and 6,711
restricted shares over which he has sole voting and no dispositive power,
(iii) 8,592 shares allocated to Mr. Haahr under the ESOP and 28,764 shares
held by First Federal's Profit Sharing Plan over which shares Mr. Haahr has
sole voting and shared dispositive power and (iv) 29,764 shares owned
individually by Mrs. Haahr over which she has sole voting and dispositive
power. Mr. and Mrs. Haahr may be deemed to have shared voting and
dispositive power with respect to the shares owned by each other
individually. Options to purchase 67,079 shares granted to Mr. Haahr under
First Midwest's Stock Option and Incentive Plans ("Stock Option Plans") are
also included in the amount of shares beneficially owned by Mr. Haahr.
(3) Includes shares of Common Stock held directly, as well as, jointly with
family members or held by trusts, with respect to which shares the listed
individuals or group members may be deemed to have sole or shared voting
and/or dispositive power, including (i) 49,831 shares granted to certain
executive officers under the RRP, 37,375 shares over which such individuals
have sole voting and dispositive power and 12,456 restricted shares over
which they have sole voting and no dispositive, (ii) 67,628 shares held by
First Federal's Profit Sharing Plan over which shares such executive
officers have sole voting and shared dispositive power and (iii) 20,588
shares allocated to executive officers under the ESOP over which shares such
executive officers have sole voting and shared dispositive power. Options to
purchase 129,026 shares of Common Stock granted to directors and executive
officers under the Stock Option Plans are also included in the amount of
shares beneficially owned by the directors and executive officers.
(4) On October 28, 1996, Steven P. Myers resigned as Vice Chairman of the Board
of Directors and Senior Vice President of First Midwest and First Federal.
Accordingly, Mr. Myers' beneficial share ownership of Common Stock is not
included in this category.
<PAGE>
ELECTION OF DIRECTORS
General
The Board of Directors of First Midwest is currently composed of six
members and is divided into three equal classes. Directors of First Midwest are
generally elected to serve for a three-year term or until their respective
successors are elected and qualified.
The following table sets forth certain information, as of the Voting
Record Date, regarding the composition of First Midwest's Board of Directors,
including each director's term of office. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified in the
following table. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting FOR the election of the nominees. If a
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any
nominee may be unable to serve if elected. Except as disclosed herein, there are
no arrangements or understandings between the nominee and any other person
pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Term Shares of Percent
Position(s) Held Director to Common Stock of
Name Age(1) in First Midwest Since(2) Expire Owned(3) Class
---- ------ ---------------- -------- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
NOMINEE
James S. Haahr(4) 57 Chairman of the Board, 1962 1999 168,045(5) 8.37%
President and Chief
Executive Officer
Jeanne Partlow 63 Director 1996 1999 2,500 0.13%
DIRECTORS REMAINING IN OFFICE
E. Thurman Gaskill 61 Director 1982 1998 31,482(6) 1.61%
Rodney G. Muilenburg 52 Director 1989 1998 78,318(7) 4.01%
E. Wayne Cooley 74 Director 1985 1997 57,284(7) 2.93%
J. Tyler Haahr(4) 33 Director 1992 1997 20,421 1.05%
- -------------------
</TABLE>
(1) At September 30, 1996.
(2) Includes service as a director of First Federal.
(3) Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, or by certain members
of the director's family, or held by trusts of which the director is a
trustee or substantial beneficiary, with respect to which shares the
respective directors may be deemed to have sole or shared voting and/or
dispositive power.
<PAGE>
(4) Director J. Tyler Haahr is the son of Chairman James S. Haahr.
(5) Includes options to purchase 67,079 shares of Common Stock granted to Mr.
Haahr under the Stock Option Plans.
(6) Includes an option to purchase 13,382 shares of Common Stock granted to Mr.
Gaskill under the Stock Option Plans.
(7) Includes an option to purchase 14,382 shares of Common Stock granted to the
named director under the Stock Option Plans.
<PAGE>
The principal occupation of each director of First Midwest and each of
the nominees for director is set forth below. All directors and nominees have
held their present position for at least five years unless otherwise indicated.
James S. Haahr - Mr. Haahr is the Chairman of the Board, President and
Chief Executive Officer of First Midwest, a position he has held since June
1993. Mr. Haahr is also Chairman of the Board of First Federal since 1990 and
President and Chief Executive Officer since 1974. Upon the acquisition of
Security on September 30, 1996, he was appointed Chairman of the Board,
President and Chief Executive Officer of that institution. Mr. Haahr serves as
President of First Services Financial Limited, a wholly-owned subsidiary of the
Bank. Mr. Haahr has served in various capacities since beginning his career with
the Bank in 1961. He was recently elected to the Board of Directors of America's
Community Bankers and is currently a committee member of the Savings Association
Insurance Fund Industry Advisory Committee. Mr. Haahr is a former Vice Chairman
of the Board of Directors of the FHLB of Des Moines, former Chairman of the Iowa
League of Savings Institutions and a former director of the U.S. League of
Savings Institutions. Mr. Haahr received his B.S. degree in 1962 from Buena
Vista College in Storm Lake, Iowa. James S. Haahr is the father of J. Tyler
Haahr, a director.
Jeanne Partlow - Mrs. Partlow is President of the Iowa Savings Bank
Division of First Federal, located in Des Moines Iowa. She was President, Chief
Executive Officer and Chairman of the Board of Iowa Savings Bank, F.S.B. from
1987 until it was acquired by and became a division of First Federal in December
1995. Mrs. Partlow is a past member of the Board of Directors of the Federal
Home Loan Bank of Des Moines. She has over 30 years of bank management
experience.
E. Thurman Gaskill - Since 1958, Mr. Gaskill has owned and operated a
grain farming operation located near Corwith, Iowa. Mr. Gaskill has served as a
commissioner with the Iowa Department of Economic Development and also as a
commissioner with the Iowa Department of Natural Resources. He has served as
President of the National Corn Growers Association, Chairman of the United
States Feed Grains Council and in numerous other agricultural positions.
Recognized for his outstanding contributions to the industry, he has been named
to the Agricultural Hall of Fame at Iowa State University in Ames, Iowa.
Rodney G. Muilenburg - Mr. Muilenburg is employed as a dairy specialist
with Purina Mills, Inc., and supervises the sale of agricultural products in a
region which encompasses northwest Iowa, northeast Nebraska, eastern South
Dakota and southwest Minnesota. Mr. Muilenburg has been a member of Purina
Mills' General Sales Advisory Board since 1986. In 1991 he was certified by
Purina Mills in Agri-business management. Mr. Muilenburg received a B.A. degree
in Biological Science from Northwestern College, Orange City, Iowa in 1966; an
M.A. degree in secondary school education from Mankato State University,
Mankato, Minnesota in 1973; and a specialist degree in secondary school
administration from Mankato State University, Mankato, Minnesota in 1975.
<PAGE>
E. Wayne Cooley - Dr. Cooley has served as Executive Secretary of the
Iowa Girls' High School Athletic Union in Des Moines, Iowa since 1954. In
addition, Dr. Cooley serves as Executive Vice President of the Iowa High School
Speech Association. He is also a member of the Drake Relays Executive Committee,
and on the Board of Directors of the Women's College Basketball Association Hall
of Fame. Dr. Cooley is a member of the Buena Vista University (formerly Buena
Vista College) Board of Trustees. He has served as Chairman of the Iowa Heart
Association and as Vice Chairman of the Iowa Games. Dr. Cooley is a 1943
graduate of Buena Vista College in Storm Lake, Iowa, and holds honorary
doctorate degrees from Buena Vista University in Storm Lake, Iowa and
Morningside College in Sioux City, Iowa.
J. Tyler Haahr - Mr. Haahr is a partner with the law firm of Lewis and
Roca LLP, Phoenix, Arizona, and has been with the firm since 1989. He is a
member of the Tax and Corporate Sections of the American Bar Association and the
Arizona Bar Association; a member of the Maricopa County Bar Association and the
Arizona Association of Health Care Lawyers. Mr. Haahr is a member of the Fiesta
Bowl Committee. He is a former Ambassador for the Phoenix Chamber of Commerce.
Mr. Haahr received his B.S. degree in 1986 at the University of South Dakota in
Vermillion, South Dakota. He graduated with honors from the Georgetown
University Law Center, Washington, D.C., in May 1989. J. Tyler Haahr is the son
of James S. Haahr, Chairman of the Board of Directors.
Meetings and Committees of the Boards of Directors
Meetings and Committees of First Midwest. Meetings of the Board of
Directors are generally held on a monthly basis. The Board of Directors met 13
times during fiscal 1996. During fiscal 1996, no incumbent director of First
Midwest attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which they served.
The Board of Directors of First Midwest has standing
Audit-Compensation/Personnel and Stock Option Committees. First Midwest does not
have a standing executive committee.
The Audit-Compensation/Personnel Committee recommends the selection of
independent auditors to the Board, reviews the results of the auditors'
services, reviews with management and the internal auditors the systems of
internal control and internal audit reports and assures that the books and
records of the Company are kept in accordance with applicable accounting
principles and standards. In addition, the committee meets annually to make
salary recommendations and administer the RRP. The members of the
Audit-Compensation/Personnel Committee are Directors Cooley, Gaskill and
Muilenburg. This Committee met four times during fiscal 1996.
The Stock Option Committee is composed of Directors Cooley, T. Haahr
and Muilenburg. This committee is responsible for administering the Stock Option
Plans. This committee met four times during fiscal 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any stockholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
First Midwest. Pursuant to the Bylaws, nominations by stockholders must be
delivered in writing to the Secretary of First Midwest at least 30 days prior to
the date of the annual meeting.
<PAGE>
Board and Committee Meetings of the Banks. Meetings of the Banks'
Boards of Directors are generally held on a monthly basis. During fiscal 1996,
the Board of Directors of First Federal held 13 meetings (consisting of 12
regular board meetings and one special board meeting). and the Board of
Directors of Security held 16 meetings (consisting of 12 regular and four
special board meetings). In both cases, no incumbent director attended fewer
than 75% of the total number of meetings held by the Boards of Directors and by
all committees of the Boards of Directors on which he or she served during the
year.
The Boards of Directors of First Federal has standing Trust and
Audit-Compensation/Personnel Committees. The Board of Directors of Security has
standing Audit and Compensation committees.
Directors Fees
During fiscal 1996 all directors of First Midwest received a retainer
fee of $3,000 per year. The directors of First Midwest (except for Director
Partlow) also serve as directors of either one or both of the Banks.
Non-employee directors of First Federal were paid a fee of $6,000 per year plus
$500 for each regular meeting attended, and $200 for each committee meeting,
with the exception of the Nominating Committee members, who receive no fee for
service on such committee. No directors of First Midwest received fees for
service on Security's Board of Directors during fiscal 1996 as the acquisition
of Security was completed on the last day of the fiscal year. Board members who
are employees of the Banks received no fee for their service on the Boards or
their committees.
<PAGE>
Executive Compensation
The following table sets forth information regarding compensation paid
or granted to the Company's Chief Executive Officer and to other executive
officers of the Company or the Banks whose aggregate compensation exceeded
$100,000 during fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------ -------------------------------
Awards Payouts
-------------------------------
Restricted
Name and Other Annual Stock Options/ LTIP All Other
Principal Salary Bonus Compensation Award(s) SARs Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
-------- ---- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Haahr
Chairman of the Board, 1996 $180,000(1) $45,500 $ --- $ 15,500 $--- $24,883(2)
President and Chief 1995 155,000(1) 30,000 --- 1,050 --- 40,328
Executive Officer 1994 152,000(1) 35,000 --- --- --- --- 41,344
Steven P. Myers (3) 1996 146,077 --- --- --- 12,000 --- 16,525(4)
Vice Chairman of the 1995 133,000 26,000 --- --- 910 --- 46,992
Board and Senior 1994 62,500 30,000 --- 71,311(5) --- --- 264
Vice President
Fred A. Stevens 1996 105,000 27,300 --- --- 3,350 --- 15,519 (6)
Vice President, Chief 1995 97,000 19,400 --- --- 679 --- 25,379
Operating Officer 1994 93,000 32,000 --- --- --- --- 28,883
and Secretary
Donald J. Winchell 1996 103,000 26,780 --- --- 6,810 --- 14,949(7)
Vice President, Chief 1995 90,000 18,000 --- --- 630 --- 23,503
Financial Officer 1994 80,000 28,000 --- --- --- --- 24,870
and Treasurer
</TABLE>
(1) Includes $2,000 of compensation deferred pursuant to the deferred
compensation agreement entered into in 1980 between Mr. Haahr and First
Federal and $3,000 paid to Mr. Haahr in fiscal 1995 and 1996 for service as
a director of First Midwest.
(2) Includes contributions on behalf of Mr. Haahr for fiscal 1996 of $16,740
under the ESOP and $7,423 under First Federal's Benefit Equalization Plan.
This amount also includes $720 of life insurance premiums paid on behalf of
Mr. Haahr for fiscal 1996.
(3) Mr. Myers resigned as Senior Vice President of First Midwest and First
Federal on October 28, 1996.
(4) Includes contributions on behalf of Mr. Myers for fiscal 1996 of $15,967
under the ESOP and $558 of life insurance premiums.
<PAGE>
(5) Represents the market value of 4,794 shares of restricted Common Stock
granted to Mr. Myers on May 23, 1994 under the RRP. At September 30, 1996,
the aggregate market value of the restricted stock, based on the average of
the closing bid and asked price of $23.625 per share of Common Stock as
reported on the Nasdaq Stock Market at September 30, 1996, was $113,258. At
the time of his resignation, Mr. Myers was 50% vested in his award of
restricted Common Stock. The unvested Common Stock was forfeited by Mr.
Myers and returned to the Company for future awards.
(6) Includes contributions on behalf of Mr. Stevens for fiscal 1996 of $15,080
under the ESOP and $439 of life insurance premiums.
(7) Includes contributions on behalf of Mr. Winchell for fiscal 1996 of $14,527
under the ESOP and $422 of life insurance premiums.
<PAGE>
The following table sets forth certain information concerning stock
options granted during fiscal 1996 to the named executive officers of the
Company. No stock appreciation rights have been granted by the Company.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Granted Employees in Price Expiration
Name (#)(1) Fiscal Year ($/Sh) Date
---- ------ ----------- ------ ----
<S> <C> <C> <C> <C>
James S. Haahr 6,000 15.32% $22.50 01/23/06
9,500 24.26 23.625 09/30/06
Steve P. Myers 6,000 15.32 22.50 01/23/06(2)
6,000 15.32 23.625 09/30/06(2)
Fred A. Stevens 750 1.92 22.50 01/23/06
2,600 6.64 23.625 09/30/06
Donald J. Winchell 2,250 5.75 22.50 01/23/06
4,560 11.64 23.625 09/30/06
</TABLE>
(1) The options granted to the individuals set forth in the table vested as of
the date of the grant.
(2) Under the terms of the Stock Option Plans and Mr. Myers' related individual
stock option agreements these options will expire on January 28, 1997.
<PAGE>
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer and other named officers on
September 30, 1996. To date, no stock appreciation rights have been granted by
the Company.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(3)
Shares --------------------------- -----------------------------
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($)(1) (#) (#) ($) ($)
---- --- ------ --- --- --- ---
<S> <C> <C> <C> <C> <C> <C>
James S. Haahr 7,000 $86,625(1) 67,079 19,176 $699,014 $261,273
Steven P. Myers --- --- 12,910 --- 10,049 ---
Fred A. Stevens 1,250 15,469(1) 9,970 2,397 84,251 32,659
Donald J. Winchell 1,200 15,000(2) 13,431 2,397 86,442 32,659
- -----------
</TABLE>
(1) Represents the difference between the value of the stock on the date of
exercise ($22.375 per share) and the exercise price ($10.00 per share).
(2) Represents the difference between the value of the stock on the date of
exercise ($22.50 per share) and the exercise price ($10.00 per share).
(3) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average of
the closing bid and the asked price of $23.625 per share of the Common
Stock as reported on The Nasdaq Stock Market on September 30, 1996.
<PAGE>
Employment Agreements
First Federal has employment agreements with Chairman Haahr and Messrs.
Stevens and Winchell. The employment agreements are designed to assist the Banks
and the Company in maintaining a stable and competent management base. The
continued success of the Banks and the Company depends, to a significant degree,
on the skills and competence of their officers. Each employment agreement
provides for annual base salary in an amount not less than the employee's
current salary and a term of three years. Each agreement provides for extensions
of one year, in addition to the then-remaining term under the agreement, on each
anniversary of the effective date of the agreement, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of First Federal. Each agreement provides for termination upon the
employee's death, for cause or in certain events specified by Office of Thrift
Supervision ("OTS") regulations. Each employment agreement is also terminable by
the employee upon 90 days notice to First Federal. Mr. Myers, who also had an
employment agreement with First Federal, terminated his employment with First
Midwest and First Federal effective October 28, 1996.
Each employment agreement provides for payment to the employee of the
greater of his salary for the remainder of the term of the agreement, or 299% of
the employee's base compensation, in the event there is a "change in control" of
First Federal where employment terminates involuntarily in connection with such
change in control or within 12 months thereafter. This termination payment is
subject to reduction by the amount of all other compensation to the employee
deemed for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), to be contingent on a "change in control", and may not exceed three
times the employee's average annual compensation over the most recent five year
period or be non-deductible by First Federal for federal income tax purposes.
For the purposes of the employment agreements, a change in control is defined as
any event which would require the filing of an application for acquisition of
control or notice of change in control pursuant to 12 C.F.R. ss. 574.3 or ss.
574.4, respectively. Such events are generally triggered prior to the
acquisition or control of 10% of First Midwest's common stock. Each agreement
also guarantees participation in an equitable manner in employee benefits
applicable to executive personnel.
Based on their current salaries, if Messrs. Haahr, Stevens and
Winchell's employment had been terminated as of September 30, 1996, under
circumstances entitling them to benefits pay as described above, they would have
been entitled to receive lump sum cash payments of approximately $831,000,
$558,000 and $516,000, respectively.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires First Midwest's directors and executive officers, and
persons who own more than 10% of a registered class of First Midwest's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of First Midwest common stock and other equity securities
of First Midwest by the tenth of the month following a change. Officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish First Midwest with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to First Midwest and written representations that no
other reports were required during the fiscal year ended September 30, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with.
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the First Midwest's proxy
materials for the next Annual Meeting of Stockholders, any stockholder proposal
to take action at such meeting must be received at First Midwest's main office,
Fifth at Erie, Storm Lake, Iowa no later than August 14, 1997. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by First Midwest.
First Midwest will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
<PAGE>
REVOCABLE PROXY
FIRST MIDWEST FINANCIAL, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
January 27, 1997
The undersigned hereby appoints the Board of Directors of First Midwest
Financial, Inc. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Shareholders (the "Meeting"), to be held on January 27,
1997 at the Company's main office located at Fifth at Erie, Storm Lake, Iowa, at
1:00 P.M. local time, and at any and all adjournments thereof, as follows:
1. The election as directors for a three year term of all nominees listed
(except as marked to the contrary below):
JAMES S. HAAHR JEANNE PARTLOW
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote "FOR" the listed proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE STATED PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCHMEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
The Shareholder acknowledges receipt from the Company, prior to the execution of
this Proxy, of a Notice of the Meeting, a Proxy Statement dated on or about
December 12, 1996 and the Company's Annual Report to Shareholders for the fiscal
year ended September 30, 1996.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
<PAGE>
Date _______________________________________
____________________________________________
Shareholder sign above
____________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
FIRST MIDWEST FINANCIAL, INC.
This proxy may be revoked at any time before it is voted. This proxy may be
revoked by: (i) filing with the Secretary of the Company at or before the
Meeting a written notice of revocation bearing a later date than the proxy; (ii)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Secretary of the Company at or before the Meeting; or (iii) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
may be delivered to Fred A. Stevens, Secretary, First Midwest Financial, Inc.,
Fifth at Erie, Storm Lake, Iowa 50588. Upon revocation of this proxy, the power
of such attorneys and proxies shall be deemed terminated and of no further force
and effect.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
