<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HALLMARK CAPITAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[HALLMARK CAPITAL CORP. LETTERHEAD]
September 24, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of Hallmark Capital Corp. (the "Company"), the holding
company for West Allis Savings Bank (the "Bank"), which will be held on
Wednesday, October 27, 1999, at 7:00 p.m., Milwaukee, Wisconsin time, at the
Pettit National Ice Center, Hall of Fame Room, 500 South 84th Street, Milwaukee,
Wisconsin 53214.
The attached Notice of Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be conducted at the Annual Meeting.
The Company's Form 10-K Annual Report for the fiscal year ended June 30, 1999
also is included in this 1999 Annual Report. 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 ("Proxy") promptly in the
postage-paid envelope provided, regardless of whether you are able to attend the
Annual Meeting in person. If you attend the Annual Meeting, you may vote in
person even if you have already mailed your Proxy.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I wish to thank you for your continued support.
Sincerely yours,
/s/ James D. Smessaert
James D. Smessaert
President and Chief Executive Officer
<PAGE> 3
[HALLMARK CAPITAL CORP. LETTERHEAD]
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 27, 1999
----------------------------------------
TO THE HOLDERS OF COMMON STOCK OF HALLMARK CAPITAL CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Hallmark Capital Corp. (the "Company") will be held on
Wednesday, October 27, 1999, at 7:00 p.m., Milwaukee, Wisconsin time, at the
Pettit National Ice Center, Hall of Fame Room, 500 South 84th Street, Milwaukee,
Wisconsin 53214.
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. The election of two directors for a three-year term, and until
their successors are elected and qualified;
2. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending June 30,
2000; and
3. Such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof. The
Board of Directors is not aware of any other such business.
The Board of Directors has established September 10, 1999, as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting and any adjournments or postponements thereof. Only
shareholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or any adjournments or postponements thereof. In
the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Peter A. Gilbert
Glendale, Wisconsin Peter A. Gilbert
September 24, 1999 Executive Vice President and Corporate Secretary
================================================================================
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
[HALLMARK CAPITAL CORP. LETTERHEAD]
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 27, 1999
--------------------------------
This Proxy Statement is being furnished to holders of common stock,
$1.00 par value per share (the "Common Stock") of Hallmark Capital Corp. (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, October 27, 1999,
at 7:00 p.m., Wisconsin time, at the Pettit National Ice Center, 500 South 84th
Street, Hall of Fame Room, Milwaukee, Wisconsin and at any adjournments or
postponements thereof.
The Company's 1999 Annual Report to Shareholders which includes the
Company's Form 10-K Annual Report, including the Company's consolidated
financial statements for the fiscal year ended June 30, 1999, accompany this
Proxy Statement and appointment of proxy form (the "Proxy"), which are first
being mailed to shareholders on or about September 24, 1999.
RECORD DATE AND OUTSTANDING SHARES
Only shareholders of record at the close of business on September 10,
1999 (the "Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 2,731,941 shares of Common Stock
outstanding and entitled to vote, 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.
-1-
<PAGE> 5
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.
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. The Company's Articles of Incorporation do not provide for 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 June 30, 2000.
As provided in the Company's Articles of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "10% Limit") are not entitled to any vote in respect of the
shares held in excess of the 10% Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as such persons acting
in concert with, such person or entity. The Company's Articles of Incorporation
authorize the Board (i) to make all determinations necessary to implement and
apply the 10% Limit, including determining whatever persons or entities are
acting in concert, and (ii) to demand that any person who is reasonably believed
to beneficially own stock in excess of the 10% Limit supply information to the
Company to enable the Board 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.
Shareholders are urged to indicate their vote in the spaces provided on the
Proxy. Proxies solicited by the Board of Directors of the Company will be voted
in accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted:
- FOR the election of the nominees for director named in this
Proxy Statement;
- FOR the ratification of the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending
June 30, 2000; and
- In accordance with the best judgment of the persons appointed
as proxies upon the transaction of such other business as may
properly come before the Annual Meeting or any adjournments or
postponements thereof.
Returning your completed Proxy will not prevent you from voting in person at the
Annual Meeting should you be present and wish to do so.
-2-
<PAGE> 6
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 (Peter A. Gilbert, Corporate Secretary, Hallmark Capital Corp.,
5555 North Port Washington Road, Glendale, Wisconsin 53217); (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 Morrow &
Company, Inc., a professional proxy solicitation firm, to assist in the
solicitation of proxies. Morrow & Company, Inc. will be paid a fee of $4,250,
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 West Allis Savings
Bank (the "Bank"), without additional compensation therefor. The Company also
has made arrangements with brokerage firms, banks, nominees and other
fiduciaries to forward proxy solicitation materials for shares of Common Stock
held of record by the beneficial owners of such shares. The Company will
reimburse such holders for their reasonable out-of-pocket expenses.
Proxies solicited hereby will be referred 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.
-3-
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of shares of
Common Stock as of August 31, 1999 (except as noted otherwise below) by (i) each
shareholder known to the Company to beneficially own more than 5% of the shares
of Common Stock outstanding, as disclosed in certain reports regarding such
ownership filed with the Company and with the Securities and Exchange Commission
(the "SEC") in accordance with Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (ii) each director of the
Company, (iii) each director nominee of the Company; (iv) the executive officers
of the Company appearing in the Summary Compensation Table below, and (v) all
directors and executive officers as a group. Members of the Board of Directors
of the Company also serve as directors of the Bank.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OWNED (1) PERCENT OF CLASS
---- ---------------- ----------------
<S> <C> <C>
Financial Institution Partners, L.P./ Hovde
Capital, Inc. (5)...................................... 284,000 10.40%
West Allis Savings Bank Employee Stock
Ownership Trust (6).................................... 107,441 3.93
James D. Smessaert (2)(3)(4)............................. 229,747 8.06
Reginald M. Hislop, III (2).............................. 2,200 *
Martin Hedrich, Jr....................................... 200 *
Charles E. Rickheim (2)(3)............................... 66,215 2.40
Donald A. Zellmer (2).................................... 7,200 *
Peter A. Gilbert (2)(3)(4)............................... 89,305 3.23
Arthur E. Thompson (2)(3)(4)............................. 56,129 2.03
All directors and executive officers
as a group (8 persons) (2)(3)(4)....................... 465,746 15.78%
- --------------------
</TABLE>
* Amount represents less than 1.0% 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 exercise
sole or shared voting power and/or investment power. Fractional shares of
Common Stock held by certain executive officers under the West Allis
Savings Bank Employee Stock Ownership Plan (the "ESOP") have been rounded
to the nearest whole share.
(2) Includes shares of Common Stock which the named individuals and certain
executive officers have the right to acquire within 60 days of the Voting
Record Date pursuant to the exercise of stock options: Mr. Smessaert -
120,286 shares; Mr. Gilbert - 30,400 shares; Mr. Thompson - 34,824; Mr.
Hislop - 1,600 shares; Mr. Rickheim - 27,670 shares and Mr. Zellmer -
1,200 shares.
(3) Includes shares of Common Stock awarded to certain executive officers and
directors under the West Allis Savings Bank Management Recognition and
Retention Plan (the "MRP"). Recipients of awards under the MRP may direct
voting prior to vesting.
(4) Includes shares of Common Stock allocated under the ESOP, for which such
individuals possess shared voting power, of which approximately, 37,874
shares have been allocated to the accounts of the named executive
officers in the Summary Compensation Table as follows: Mr. Smessaert -
14,002 shares; Mr. Gilbert - 7,401 shares; and Mr. Thompson - 10,171
shares.
(5) Based upon Amendment No. 1 to a Schedule 13D, dated November 7, 1996,
filed with the Company pursuant to the Exchange Act by Financial
Institution Partners, L. P. and Hovde Capital, Inc., reporting the
beneficial ownership of shares are where they have shared voting and
dispositive power. Hovde Capital, Inc. is the general partner of
Financial Institution Partners, L.P. and their business office is located
at 1110 Lake Cook Road, Suite 165, Buffalo Grove, IL 60089.
(6) U.S. Bancorp. (the "Trustee") is the trustee for the ESOP. The Trustee's
address is 601 2nd Avenue South, Minneapolis, Minnesota 55402-4302.
-4-
<PAGE> 8
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 October 28, 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 the directors and/or executive officers of the
Company. No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
Unless otherwise directed, each Proxy executed and returned by a
shareholder will be voted FOR the election of the nominees for director listed
below. If any person named as nominee 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 or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and continuing directors. All of the proposed nominees currently serve
as directors of the Bank. Martin Hedrich, Jr. has served as a director of the
Company since September 1998. Donald A. Zellmer has served as a director of the
Company since October 1996. James D. Smessaert has served as a director of the
Company since the Company's formation in June 1993. Peter A. Gilbert and
Reginald M. Hislop, III have served as directors of the Company since August
1995. Charles E. Rickheim has served as a director of the Company since the
Company's formation in June 1993.
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR
AND PRINCIPAL OCCUPATION OF THE BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE
- ---- --- -------------------------- -----
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2002
<S> <C> <C>
Martin Hedrich, Jr. 57 Director of the Company and the Bank; President and 1998
owner of Monopanel Technologies, Inc., a manufacturer
of switches used in appliance, instrument, computer
and medical markets, located in West Allis, Wisconsin.
Donald A. Zellmer 65 Director of the Company and the Bank; President and 1996
owner of Ridgeview Farms, Inc.; Retired Partner of
Ernst & Young LLP, Milwaukee Office.
</TABLE>
-5-
<PAGE> 9
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR
AND PRINCIPAL OCCUPATION OF THE BANK
NAME AGE DURING THE PAST FIVE YEARS SINCE
- ---- --- -------------------------- -----
INFORMATION WITH RESPECT TO CONTINUING DIRECTORS
DIRECTOR WHOSE TERM EXPIRES IN 2000
<S> <C> <C>
James D. Smessaert 61 President, Chief Executive Officer and Chairman of 1984
the Board for the Company and the Bank.
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRES IN 2001
<S> <C> <C>
Peter A. Gilbert 51 Director of the Company and the Bank; Executive Vice 1995
President, Chief Operating Officer and Corporate
Secretary of the Bank and Executive Vice President
and Corporate Secretary of the Company. Prior to
joining the Bank in December 1995, Mr. Gilbert was
President and CEO of Valley Real Estate Services
Corp., a mortgage banking subsidiary of Valley
Bancorporation located in Sheboygan, Wisconsin, from
1992 to 1994.
Reginald M. Hislop, III 39 Director of the Company and the Bank; President and 1995
Chief Executive Officer of The Village at Manor Park,
Inc., a diversified organization which provides
long-term care and specialized health care services
to senior adults, located in West Allis, Wisconsin.
Charles E. Rickheim 58 Director of the Company and the Bank; Owner and manager 1980
of residential real estate located in the State of
Wisconsin.
</TABLE>
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IS REQUIRED FOR THE
ELECTION OF DIRECTORS. UNLESS OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK
REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE VOTED IN FAVOR OF THE
ELECTION OF THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE FOR ELECTION OF THE NOMINEES FOR DIRECTOR.
-6-
<PAGE> 10
MATTER 2.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors for the fiscal year ended June 30,
1999 were KPMG LLP. The Board of Directors of the Company has reappointed KPMG
LLP to perform the audit of the Company's financial statements for the fiscal
year ending June 30, 2000. Representatives of KPMG LLP will be present at the
Annual Meeting and will be given the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
the Company's shareholders.
UNLESS MARKED TO THE CONTRARY, THE SHARES OF COMMON STOCK REPRESENTED
BY THE ENCLOSED PROXY WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF KPMG
LLP, AS THE INDEPENDENT AUDITORS OF THE COMPANY. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company was organized on June 29, 1993. Regular meetings of the
Board of Directors of the Company generally are held on a quarterly basis.
During the fiscal year ended June 30, 1999, the Board of Directors of the
Company held four regular meetings. No incumbent director attended fewer than
75% of the aggregate total number of meetings of the Board of Directors held and
the total number of committee meetings on which such director served during the
fiscal year ended June 30, 1999.
The Board of Directors of the Company has a standing Audit Committee
and Compensation Committee. The Audit Committee consists of Messrs. Donald A.
Zellmer (Chairman), Charles E. Rickheim and Reginald M. Hislop, III. 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 will review with
the independent public accountants the Company's management policies and
procedures with respect to auditing and accounting controls. The Audit Committee
also will review and evaluate the independence of the Company's accountants, and
recommend to the Board the engagement, continuation or discharge of the
Company's accountants. In addition, the Audit Committee will direct the
activities of the Bank's internal audit. The Company's Audit Committee met once
during the fiscal year ended June 30, 1999.
The Board of Directors of the Bank has established a Compensation
Committee consisting of three directors, Messrs. Charles E. Rickheim (Chairman),
Reginald M. Hislop, III and Martin Hedrich, Jr. who are neither officers nor
employees of the Company or the Bank ("Outside Directors"). During the fiscal
year ended June 30, 1999, the Company did not pay separate compensation to its
executive officers. The Compensation Committee of the Company met in February
and June of 1999 to review and approve the compensation decisions made by the
Compensation Committee of the Bank and to issue the Joint Compensation Committee
Report which appears in this Proxy Statement. For a further discussion of the
compensation policies of the Company, see "Compensation Committee Report."
The entire Board of Directors, acting as a Nominating Committee, met on
August 24, 1999 to consider and select nominees for director to stand for
election at the Annual Meeting. The Company's By-laws allow for shareholder
nominations of directors and require such nominations be made pursuant to timely
notice in writing to the Secretary of the Company. See "Shareholder Proposals
for the 2000 Annual Meeting."
-7-
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
During the fiscal year ended June 30, 1999, the Company did not pay
separate compensation to its officers. Separate compensation will not be paid to
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
business beyond the Bank. The following table summarizes the total compensation
paid by the Bank to its Chief Executive Officer and the next two highest paid
executive officers of the Bank whose compensation (salary and bonus) exceeded
$100,000 during the Company's fiscal years ended June 30, 1997, 1998 and 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
--------------- ------------
NUMBER
OF SHARES
SUBJECT TO ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS(3) COMPENSATION(4)
- --------------------------- ---- ------ -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
James D. Smessaert........................ 1999 $164,564 $66,774 6,000 $24,378
President and Chief Executive 1998 158,235 76,066 6,000 36,683
Officer and Director of the 1997 150,700 35,704 6,000 28,600
Company and the Bank
Peter A. Gilbert.......................... 1999 $131,314 $46,622 4,000 $24,378
Executive Vice President & 1998 126,263 53,109 4,000 36,683
Corporate Secretary of the 1997 120,250 24,981 4,000 27,403
Company, Executive Vice
President/Chief Operating
Officer and Corporate Secretary
of the Company and the Bank
Arthur E. Thompson........................ 1999 $ 85,176 $21,600 2,000 $21,727
Vice President and Treasurer 1998 81,900 24,607 2,000 35,975
of the Company/Senior Vice 1997 78,000 11,550 2,000 14,190
President, Finance and
Corporate Treasurer of the Bank
</TABLE>
- -------------------
(1) Perquisites provided to Messrs. Smessaert, Gilbert and Thompson by the
Company did not exceed the lesser of $50,000 or 10% of total annual salary
and bonus during the fiscal years indicated and accordingly, are not
included.
(2) Bonuses paid to Messrs. Smessaert, Gilbert and Thompson in fiscal 1997,
1998 and 1999 were based upon the terms set forth under the West Allis
Savings Bank Annual Incentive Plan (the "Incentive Plan"). See "Annual
Incentive Plan."
(3) Amounts shown in this column represent the total number of shares of Common
Stock subject to options granted (both vested and unvested) under the
Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended (the
"Incentive Stock Option Plan"). The options awarded are subject to a
vesting schedule over a five-year period from the date of grant.
(4) Amounts shown in this column represent the Bank's contributions on behalf
of Mr. Smessaert, Mr. Gilbert and Mr. Thompson under the ESOP for the
fiscal years ended June 30, 1997, 1998 and 1999.
-8-
<PAGE> 12
EMPLOYMENT AGREEMENTS
In connection with the conversion of the Bank from a state-chartered
mutual savings bank to a state-chartered stock savings bank (the "Conversion"),
the Bank entered into three-year employment agreements with Mr. Smessaert,
President and Chief Executive Officer of the Bank, and Mr. Thompson, Senior Vice
President of Finance of the Bank. On December 31, 1994, the Bank entered into a
three-year employment agreement with Mr. Gilbert, Executive Vice President/Chief
Operating Officer and Corporate Secretary of the Bank. The terms of each of
their employment agreements may be restored to three years by action of the
Bank's Board of Directors, subject to the Board's annual performance evaluation.
The employment agreements are intended to ensure that the Bank maintains stable
and competent management.
Under the employment agreements, the current base salaries for Mr.
Smessaert, Mr. Gilbert and Mr. Thompson are $164,564, $131,314 and $85,176,
respectively. The base salaries may be increased by the Bank's Board of
Directors, but may not be reduced except as part of a general pro rata reduction
in compensation for all executive officers. In addition to base salary, the
employment agreements provide for payments from other Bank 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 plans maintained by the Bank. The employment
agreements also provide for participation in any stock-based incentive programs
made available to executive officers of the Bank. The employment agreements may
be terminated by the Bank upon death, disability, retirement, or for cause at
any time, or in certain events specified by the regulations of the Wisconsin
Department of Financial Institutions, Division of Savings and Loan. If the Bank
terminates the employment agreements for any reasons other than due to death,
disability, retirement or for cause, the executive officers are entitled to a
severance payment equal to one year's base salary (based on the highest base
salary within the three years preceding the date of termination) together with
other compensation and benefits in which they were vested at the termination
date.
The employment agreements provide for severance payments if the
executive officers employment terminates following a change in control. Under
the employment 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.
Within the greater of twelve months or the remaining employment term at the
effective date of any Change in Control, the executive officers have the option
of receiving as severance: (i) the amount payable if the Bank terminated
employment for reasons other than death, disability, retirement or for cause; or
(ii) an amount equal to the salary payments for the then-remaining employment
term (which at the executive's election may be payable in one lump sum). In
either case, the executive officers are entitled to all qualified retirement and
other benefits in which they were vested. 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 their average
annualized includable income for the five calendar years preceding the year in
which a Change in Control occurred, the severance benefits will be reduced to an
amount equal to the present value of 2.99 times the average annual compensation
paid to the executive officers during the five years immediately preceding such
Change in Control.
EXECUTIVE EMPLOYEE SUPPLEMENTAL COMPENSATION AGREEMENT
In December 1998, the Bank entered into a Supplemental Compensation
Agreement (the "SERP") with Mr. Smessaert and Mr. Gilbert. The SERP surpersedes
the Executive Salary Continuation Agreement of August 1992 between the Bank and
Mr. Smessaert. Pursuant to the SERP, the Bank agreed to pay Mr. Smessaert and
Mr. Gilbert an annual benefit of $115,000 and $100,000, respectively, upon their
retirement at age 65 or upon their attainment of age 65 following an involuntary
termination or a termination subsequent to a "change in control." In an effort
to provide "golden handcuffs," the SERP provides that in the event of a
voluntary termination of employment prior to age 65, the benefit commencement
date will extend significantly beyond 65. The SERP provides benefits to Mr.
Smessaert and Mr. Gilbert for life once the payments commence. In the event of
death while employed at the Bank, the Bank will pay their designated
beneficiaries approximately $2.3 million and $2.0
-9-
<PAGE> 13
million, respectively, payable in equal monthly installments over a 20-year
period. In the event of death within 20 years after retirement, the Bank will
pay their designated beneficiaries the remaining monthly payments.
The SERP agreements contain restrictive covenants which provide that
Mr. Smessaert or Mr. Gilbert would forfeit any further benefits under the SERP
if they commence employment with another competitive financial institution for a
period of 18 months following any voluntary termination of employment (excluding
termination caused by a "change in control"). "Change in control" is generally
defined to include any change in control required to be reported under the
federal securities laws, as well as the acquisition by any person of 25% or more
of the Company's or Bank's outstanding voting securities. The Bank has purchased
two single-premium annuity policies on the life of Mr. Smessaert designating the
Bank as beneficiary to fund the Bank's anticipated obligations under the SERP.
In addition, in September 1998, the Bank purchased split-dollar life insurance
policies on the lives of Mr. Smessaert and Mr. Gilbert to provide their
beneficiaries a death benefit of $1.0 million each and to additionally fund the
Bank's anticipated obligations under the SERP.
ANNUAL INCENTIVE PLAN
In August 1995, the Board of Directors of the Bank adopted the West
Allis Savings Bank Annual Incentive Plan (the "Incentive Plan") which was
effective for the fiscal year ending June 30, 1999. The Incentive Plan is
designed to provide annual incentive opportunity targets that are consistent
with the Bank's executive compensation philosophy and current competitive median
market compensation practices. Under the Incentive Plan, the Chief Executive
Officer, Executive Vice President/Chief Operating Officer and Senior Vice
Presidents of the Bank earn incentive compensation if the Company achieves
targets set by the Compensation Committee on an annual basis for net income of
the Company. The amount of incentive compensation earned will be a percentage of
each officer's base salary and will be dependent upon whether the Company
achieves threshold, target and maximum levels of net income. The threshold,
target and maximum net income levels and the corresponding percentages of base
salary applicable to computation of incentive compensation will be established
at the beginning of each fiscal year by the Compensation Committee of the
Company. If the financial performance of the Company is such that the threshold
net income level is not achieved, no incentive compensation will be earned. For
fiscal 1999, if the threshold level set for net income is achieved, the
Incentive Plan provides for incentive payments as follows: (i) 20.0% of the
Chief Executive Officer's base salary; (ii) 17.50% of the Executive Vice
President/Chief Operating Officer's base salary; and (iii) 12.50% of the Senior
Vice Presidents' base salaries. If the target level set for net income is
achieved, the Incentive Plan provides for incentive payments as follows: (i)
40.0% of the Chief Executive Officer's base salary; (ii) 35.0% of the Executive
Vice President/Chief Operating Officer's base salary; and (iii) 25.0% of the
Senior Vice Presidents' base salaries. If the maximum level set for net income
is achieved, the Incentive Plan provides for incentive payments as follows: (i)
60.0% of the Chief Executive Officer's base salary; (ii) 52.50% of the Executive
Vice President/Chief Operating Officer's base salary; and (iii) 37.50% of the
Senior Vice Presidents' base salaries. Incentive payments for achievement of net
income at levels within the range set by the threshold, target and maximum
levels will be based upon interpolated percentages. Incentive compensation will
not exceed the percentages of base salary set for the maximum net income level
if the Company's net income exceeds the maximum net income level. The Incentive
Plan is administered by the Compensation Committee of Board of Directors of the
Bank. Prior to the payment of incentive compensation, the Compensation Committee
of the Board of Directors will certify that the net income levels were achieved.
-10-
<PAGE> 14
INCENTIVE STOCK OPTION PLAN
In connection with the Conversion, the Board of Directors of the
Company adopted the Incentive Stock Option Plan. All officers and employees of
the Company and its subsidiaries are eligible to participate in the Incentive
Stock Option Plan. At June 30, 1999, the Company and its subsidiaries had 78
eligible officers and employees. The Incentive Stock 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 the Company or the Bank ("Limited Rights"). Options for a total of 369,920
shares of Common Stock were made available for granting to eligible participants
under the Incentive Stock Option Plan, and options to purchase 72,862 shares of
Common Stock remained available for future grant at June 30, 1999.
The following table sets forth certain information concerning
individual grants of stock options under the Incentive Stock Option Plan to the
named executive officers of the Company during the fiscal year ended June 30,
1999.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS PER SHARE
GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR(1) ($/SH) DATE VALUE(2)
---- ---------- -------------- ------ ---- --------
<S> <C> <C> <C> <C> <C>
James D. Smessaert............. 6,000 38.7% $11.38 06/25/09 $18,480
Peter A. Gilbert............... 4,000 25.8% 11.38 06/25/09 12,320
Arthur E. Thompson............. 2,000 12.9% 11.38 06/25/09 6,160
</TABLE>
- ----------------------
(1) The options granted are subject to a vesting schedule under the
Incentive Stock Option Plan and are exercisable as follows: (i) James
D. Smessaert: 1,200 - (6/25/00); 1,200 - (6/25/01); 1,200 - (6/25/02);
1,200 - (6/25/03) and 1,200 - (6/25/04); (ii) Peter A. Gilbert: 800 -
(6/25/00); 800 - (6/25/01); 800 - (6/25/02); 800 - (6/25/03) and 800 -
(6/25/04); and (iii) Arthur E. Thompson: 400 - (6/25/00); 400 -
(6/25/01); 400 - (6/25/02); 400 - (6/25/03) and 400 - (6/25/04).
Options to purchase 16,000 shares of Common Stock were granted to
eligible participants under the Incentive Stock Option Plan during the
fiscal year ended June 30, 1999.
(2) Based upon a binomial 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 32.4%; (iii) a return on
equity of 8.79% for the Company; and (iv) 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 binomial pricing model.
-11-
<PAGE> 15
The following table sets forth certain information concerning the
exercise of stock options granted under the Incentive Stock Option Plan by the
named executive officers during the fiscal year ended June 30, 1999, and the
value of their unexercised stock options at June 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
NUMBER OF AT OPTIONS AT
SHARES FISCAL YEAR END FISCAL YEAR END (1)
ACQUIRED VALUE ------------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
James D. Smessaert........... 0 $0 117,886 16,800 $ 869,919 $27,252
Peter A. Gilbert............. 0 0 28,800 17,200 164,292 54,918
Arthur E. Thompson........... 0 0 34,024 5,600 249,779 9,084
</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 ($11.625) and the exercise price of the options at June 30,
1999.
DIRECTORS' COMPENSATION
BOARD FEES
The Board of Directors of the Company meets at least quarterly and
received $250 for each regular or special Board meeting attended during the
fiscal year ended June 30, 1999. For the fiscal year ended June 30, 1999, each
member of the Board of Directors of the Bank received a $1,300 monthly meeting
fee.
DIRECTORS' EMERITUS PROGRAM
On July 20, 1994, the Bank adopted a Directors' Emeritus Program (the
"Emeritus Program") which provides for an annual payment equal to 50% of the
annual retainer fee paid to eligible directors. Under the Emeritus Program, an
eligible director is defined as a director whose service as a director
terminates on or after the director has attained age 70. The mandatory
retirement age for directors of the Bank is 70. For eligible directors who
attained age 70 on or prior to July 1, 1996, the annual payments shall continue
until the eligible director's death. For eligible directors who did not attain
age 70 on or prior to July 1, 1996, the annual payments shall continue until the
earlier of: (i) the eligible director's death; or (ii) five years from the date
the eligible director's board service shall have terminated.
In addition, each eligible director who attained age 70 on or prior to
July 1, 1996 receives health insurance (single and family coverage) under the
health plan maintained by the Bank until the eligible director's death. Eligible
directors who did not attain age 70 on or prior to July 1, 1996 are not entitled
to health insurance benefits under the Emeritus Program.
In the event of a Change in Control (as defined in the Emeritus
Program) of the Bank, or a merger or other business combination involving the
Bank in which the Bank is not the resulting entity, the rights and obligations
of the Bank under the Emeritus Program shall become the rights and obligations
of the successor or acquiring entity.
-12-
<PAGE> 16
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
In connection with the Conversion, the Board of Directors of the
Company adopted the Hallmark Capital Corp. 1993 Stock Option Plan for Outside
Directors of the Company and the Bank (the "Directors' Plan"). Options to
purchase 153,980 shares of Common Stock were made available for granting to
Outside Directors under the Directors' Plan, and options to purchase 23,300
shares of Common Stock remained available for future grant at June 30, 1999. All
options granted under the Directors' Plan expire upon the earlier of ten years
following the date the option was granted or one year following the date the
optionee ceases to be a director. During the fiscal year ended June 30, 1999,
the Outside Directors, Messers. Donald A. Zellmer, Reginald M. Hislop III and
Charles E. Rickheim were each granted options to purchase 500 shares of Common
Stock at $11.38 per share, with such options vesting over a five-year period
commencing June 25, 1999. Also, Outside Director, Martin Hedrich, Jr. was
granted options to purchase 4,000 and 500 shares of Common Stock, respectively,
at $10.00 and $11.38 per share, with such options vesting over a five-year
period commencing February 23, 1999 and June 25, 1999, respectively.
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 or 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 Exchange Act.
COMPENSATION COMMITTEE
I. ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company and
the Bank consists of the Outside Directors, Messrs. Charles E. Rickheim
(Chairman), Reginald M. Hislop, III and Martin Hedrich, Jr. During the fiscal
year ended June 30, 1999, the Company did not pay separate compensation to its
executive officers. In February and June 1999, the Compensation Committee met to
review and ratify the compensation policies set by, and the decisions made by,
the Board of Directors of the Bank. All executive officer compensation was paid
by the Bank and compensation policies were determined by the Compensation
Committee of the Bank. The term "Compensation Committee" in this report refers
to the Compensation Committee of the Company and the Bank.
II. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed entirely of independent Outside
Directors 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.
III. COMPENSATION COMMITTEE REPORT
Under rules established by the SEC, the Company is required to provide
certain data and information regarding the compensation and benefits provided to
the Company's Chief Executive Officer and certain other executive officers of
the Company. The rules require compensation disclosure in the form of tables and
a report of the Compensation Committee which explains the rationale and
considerations that led to fundamental compensation decisions affecting such
individuals. The Compensation Committee has prepared the following report, at
the direction and approval of the Board of Directors of the Company, for
inclusion in this Proxy Statement.
-13-
<PAGE> 17
EXECUTIVE COMPENSATION PHILOSOPHY
The primary objective of the Company's executive compensation policy is
to attract and retain highly skilled and motivated executive officers who will
manage the Company and the Bank in a manner to promote growth and profitability.
In recommending and establishing levels of executive compensation, it is the
policy of the Compensation Committee to consider the following factors: (i) the
individual performance of the executive; (ii) the executive's contribution to
achievement of the strategic business plan of the Company and the Bank; (iii)
the executive's experience and responsibility level during the present period
and anticipated responsibilities during the following fiscal year; and (iv)
compensation levels for executives of comparable financial institutions. The
executive compensation program consists of three elements: base salary and
incentive compensation, long-term incentive compensation and retirement and
other benefits.
BASE SALARY AND INCENTIVE COMPENSATION
Base salary levels are designed to be competitive with cash
compensation levels paid to similar executives at financial institutions of
similar size, giving due consideration to the competitive market in which the
Company and the Bank operate. Base salaries are subject to review and adjustment
by the Compensation Committee each year. In fiscal 1999, the average increase in
base salary for executive officers was 4.00%.
In August 1995, the Board of Directors of the Bank adopted the West
Allis Savings Bank Annual Incentive Plan ("Incentive Plan") which was effective
for the fiscal year ending June 30, 1999. The Incentive Plan is intended to
accomplish the following objections: (i) reward key individuals for achieving
pre-established financial and non-financial goals that support the Company's and
Bank's annual business objectives; (ii) encourage and reinforce effective
teamwork and individual contributions toward Company and Bank goals; and (iii)
provide an incentive opportunity that will enable the Company and the Bank to
attract, motivate and retain outstanding executives.
For fiscal 1999, the Company achieved a net income level that exceeded
the target level of net income established by the Board under the Incentive
Plan. Therefore, incentive compensation paid to executive officers for fiscal
1999 was based upon interpolated percentages of their base salaries established
under the Incentive Plan for achievement of net income in the range between the
target and maximum net income levels. The gross amount of bonuses paid to
executive officers for fiscal 1999 was $154,105. The average bonus (incentive
compensation) earned under the Incentive Plan for fiscal 1999 by the two highest
paid executive officers at year-end (other than the CEO) was 29.9% of their base
salaries compared to 34.7% for fiscal 1998. For a further discussion of the
Incentive Plan, see "Compensation of Executive Officers and Directors - Annual
Incentive Plan."
LONG-TERM INCENTIVE COMPENSATION
The Bank established the Incentive Stock Option Plan in fiscal 1994 as
a method of providing officers and employees of the Bank with a proprietary
interest in the Company and to encourage such persons to remain with the Bank.
All offices and employees of the Company are eligible to participate in the
Incentive Stock Option Plan. The option awards are designed to align the
financial interests of the Company's executive officers more closely with the
Company's shareholders. During fiscal 1999, non-qualifying stock options to
purchase a total of 15,500 shares of Common Stock were awarded to senior
executive officers of the Company and the Bank.
RETIREMENT AND OTHER BENEFITS
In December 1998, the Bank and Messrs. Smessaert and Gilbert entered
into Supplemental Compensation Agreements ("SERP") to ensure that such
executives continue to provide services to the Bank and to provide an incentive
for such executives to refrain from providing services to a competitor of the
Bank. Pursuant to the SERP, the Bank will pay Messrs. Smessaert and Gilbert
annually $115,000 and $100,000, respectively, upon the attainment of certain
events. The benefits under the SERP are forfeited in the event such executive
commences employment for a competitor of the Bank. For a further description of
the SERPs, see "Compensation of Executive Officers and Directors - Executive
Employee Supplemental Compensation Agreement." Additional retirement and other
benefits provided to executive officers are the same as those benefits provided
to all employees of the Bank, including participating in the ESOP, the West
Allis Savings Bank 401(k) Plan (in which
-14-
<PAGE> 18
Mr. Smessaert does not participate) and comprehensive health insurance, life
insurance and short-term and long-term disability insurance.
Under the ESOP, benefits may be payable upon death, retirement, early
retirement, disability or separation from service. Benefits may be paid either
in shares of Common Stock or in cash. On March 15, 1999, the Bank contributed
$162,172 to the ESOP and allocations of shares of Common Stock were based upon
compensation paid to participants for the year ended December 31, 1998.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation paid to the President and Chief Executive Officer of
the Company and the Bank, James D. Smessaert, during the fiscal year ended June
30, 1999 was consistent with the Company's overall executive compensation
philosophy. Based upon the compensation philosophy of the Bank, Mr. Smessaert's
competitively determined base salary under his employment agreement was
increased 4% from fiscal 1998 to $164,564 effective January 1, 1999. Mr.
Smessaert receives no additional payment for serving as a member of the Board of
Directors of the Company or the Bank.
In August 1999, a cash bonus of $66,774 was paid to Mr. Smessaert for
the fiscal year ended June 30, 1999 pursuant to the Incentive Plan. The cash
bonus reflected the Company's financial performance relative to net income
levels of the Company established by the Compensation Committee. During fiscal
1999, the Company achieved a net income level that exceeded the target level of
net income established by the Board under the Incentive Plan, resulting in a
cash bonus of approximately 40.6% of Mr. Smessaert's base salary. For a further
description of the Incentive Plan, see "Compensation of Executive Officers and
Directors - Annual Incentive Plan." Mr. Smessaert receives no additional
compensation for serving as a director of the Company and the Bank. Mr.
Smessaert was granted options to purchase 6,000 shares of Common Stock under the
Incentive Stock Option Plan during fiscal 1999. The options vest at the rate of
20% over a five-year period from the date of grant.
COMPENSATION COMMITTEE
CHARLES E. RICKHEIM
REGINALD M. HISLOP, III
MARTIN HEDRICH, JR.
-15-
<PAGE> 19
PERFORMANCE GRAPH
The following graph shows semi-annual comparisons of the Company's
cumulative shareholder return on the Common Stock with (i) the cumulative total
return on stocks included in the National Association of Securities Dealers,
Inc. Automated Quotation ("NASDAQ") Stock Market Index (for United States
companies) and (ii) the cumulative total return on stocks included in the SNL
Thrift Index, published by SNL Securities, Charlottesville, Virginia, commencing
on June 30, 1994, the date the Common Stock was issued, through June 30, 1999.
The cumulative returns set forth below for each index 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 SEMI-ANNUAL CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ STOCK MARKET (U.S.) INDEX
AND SNL THRIFT INDEX(1)
---------------------------------------------------
HALLMARK CAPITAL CORP.
---------------------------------------------------
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Period Ending
------------------------------------------------------------------------------------
Index 6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Hallmark Capital Corp. 100.00 111.33 123.70 176.28 230.91 191.74
NASDAQ - Total US* 100.00 133.48 171.38 206.42 274.43 392.51
SNL Thrift Index 100.00 118.01 149.71 242.31 328.13 278.34
</TABLE>
- -------------------
(1) Assumes $100.00 invested on June 30, 1994, and all dividends reinvested
through the end of the Company's fiscal year on June 30, 1999. The
Company did not pay dividends during the period from June 30, 1994 to
June 30, 1999. The performance chart is based upon closing prices on
the trading day specified (as adjusted to reflect the Company's 2-for-1
stock split in November 1997).
The Performance Graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement with any
filing under the Securities Act or the Exchange Act, except to the extent the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under the Securities Act or the Exchange Act.
-16-
<PAGE> 20
INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS
Current federal law requires that loans or extensions of credit to
executive 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 the
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 of
the Bank.
The Bank's policy provides that loans or extensions of credit to
executive officers and directors will be made only in the ordinary course of
business (i.e., on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features), or in accordance with the terms of
nonpreferential benefit or compensation plans generally available to Bank
employees. All loans since the enactment of current laws were made by the Bank
in the ordinary course of business or pursuant to non-preferential benefit or
compensation plans generally available to Bank employees.
The Company and the Bank intend that all transactions in the future
between the Company and the Bank and executive officers, directors, holders of
10% or more of the shares of any class of common stock of the Company and
affiliates thereof, will be made only in the ordinary course of business or
pursuant to nonpreferential benefit or compensation programs generally available
to Bank employees.
SECTION 16(A) BENEFICIAL OWNERSHIP 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 June 30, 1999, officers, directors and greater
than ten percent shareholders complied with all Section 16(a) filing
requirements.
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<PAGE> 21
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN 2000 PROXY
MATERIALS
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the fifth annual meeting of the
shareholders of the Company, which is scheduled to be held in October 2000, must
be received at the principal executive offices of the Company, 5555 North Port
Washington Road, Glendale, Wisconsin 53217, Attention: Peter A. Gilbert,
Corporate Secretary, no later than May 27, 2000. 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 form of proxy
issued for such annual meeting of shareholders. It is urged that any such
proposals be sent certified mail, return receipt requested.
Nothing in this section shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 2000 Annual Meeting any
shareholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
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 2000 PROXIES
Pursuant to Rule 14a-4(c) under the Exchange and Article VII of the
Company's Articles of Incorporation, if a shareholder who intends to present a
proposal at the 2000 Annual Meeting timely and properly notifies the Company of
such proposal at least ten days after mailing of the 2000 proxy statement, as
described above, management proxies may not use their discretionary voting power
for such proposal unless the Company sends to shareholders information on the
matter to be presented at the meeting and how the management proxies intend to
exercise their discretionary vote of such matter.
-18-
<PAGE> 22
OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE ANNUAL 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/ Peter A. Gilbert
Glendale, Wisconsin Peter A. Gilbert
September 24, 1999 Executive Vice President and Corporate Secretary
================================================================================
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
================================================================================
-19-
<PAGE> 23
HALLMARK CAPITAL CORP.
555 North Port Washington Road REVOCABLE PROXY
Glendale, Wisconsin 53217
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HALLMARK CAPITAL
CORP.
FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27,
1999
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.
James D. Smessaert and Peter A. Gilbert, directors of Hallmark Capital Corp.
(the "Company"), to represent and to vote, as designated below, all the shares
of common stock, $1.00 par value per share ("Common Stock"), of the Company
held of record by the undersigned on September 10, 1998, at the Annual Meeting
which will be held on October 27, 1999, at 7:00 p.m., Milwaukee, Wisconsin
time, at the Petit National Ice Center, 500 South 84th Street, West Allis,
Wisconsin 53214, or any adjournments or postponements thereof.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of the matters
listed. If any other business is presented at the Annual Meeting, this proxy
will be voted by the Board of Directors of the Company in their best judgment.
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 \/
HALLMARK CAPITAL CORP. 1999 ANNUAL MEETING
<TABLE>
<CAPTION>
<S> <C> <C> <C> [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS: 1- Martin Hedrich, Jr. 2- Donald A. Zellmer 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
the Company for the fiscal year ending June 30, 2000. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournments
or postponements thereof.
Check appropriate box Date _________________________ NO. OF SHARES
indicate changes below
Address Change? [ ] Name Change? [ ] ____________________________________________________
____________________________________________________
SIGNATURE(S) IN BOX
IMPORTANT: Please sign your name 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>
