<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
Perpetual Midwest Financial, Inc.
- - -------------------------------------------------------------------------------
(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] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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:
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<PAGE> 2
[PERPETUAL MIDWEST FINANCIAL, INC. LETTERHEAD]
September 25, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Perpetual
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
11:00 a.m., Cedar Rapids, Iowa time, on October 25, 1996 at AEGON, U.S.A. -
Life Investors Insurance Company of America located at 4333 Edgewood Road,
N.E., Cedar Rapids, Iowa 52402. This annual meeting will include management's
report to you on the Company's 1996 financial and operating performance.
An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your
rights as a stockholder to vote and participate in this process. This year you
are asked to vote on the election of two directors and the ratification of the
appointment of auditors. The Board has carefully considered each of these
proposals and unanimously recommends that you vote for each of the proposals.
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 AND RETURN IT IN THE ACCOMPANYING
POSTPAID RETURN ENVELOPE PROVIDED 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 Perpetual Midwest Financial, Inc., and the enhancement of your
investment. As President and Chief Executive Officer, I want to express my
appreciation for your confidence and support.
Very truly yours,
/s/ James L. Roberts
JAMES L. ROBERTS
President and Chief Executive Officer
<PAGE> 3
PERPETUAL MIDWEST FINANCIAL, INC.
700 First Avenue, N.E.
Cedar Rapids, Iowa 52407
(319) 366-1851
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 25, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Perpetual Midwest Financial, Inc. (the "Company") will be held at
AEGON, U.S.A. - Life Investors Insurance Company of America located at 4333
Edgewood Road, N.E., Cedar Rapids, Iowa on October 25, 1996 at 11:00 a.m.,
Cedar Rapids, Iowa time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek and
Company as auditors for the Company for the fiscal year ending
June 30, 1997; 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 proposals 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 August 31, 1996
are the stockholders entitled to vote at the Meeting, and any adjournments or
postponements thereof. A complete list of stockholders entitled to vote at the
Meeting will be available for 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 form of Proxy
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 L. Roberts
James L. Roberts
President and Chief Executive Officer
Cedar Rapids, Iowa
September 25, 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> 4
PROXY STATEMENT
PERPETUAL MIDWEST FINANCIAL, INC.
700 First Avenue, N.E.
Cedar Rapids, Iowa 52407
(319) 366-1851
ANNUAL MEETING OF STOCKHOLDERS
October 25, 1996
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Perpetual Midwest Financial, Inc. (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at the offices of AEGON, U.S.A. -
Life Investors Insurance Company of America located at 4333 Edgewood Road,
N.E., Cedar Rapids, Iowa on October 25, 1996 at 11:00 a.m., Cedar Rapids, Iowa
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 September 25, 1996. Certain information provided herein relates to
Perpetual Savings Bank, FSB (the "Bank"), a wholly owned subsidiary and
predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to
consider and vote upon the election of two directors of the Company and to
ratify the appointment of Crowe, Chizek and Company as the Company's auditors
for the fiscal year ending June 30, 1997.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Company common stock ("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 nominee and the adoption of the proposals 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 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 as abstaining 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 Company's Common Stock present, in
person or represented by proxy, shall constitute a quorum for purposes of the
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
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 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 should be delivered to Robert H.
O'Meara, Secretary, Perpetual Midwest Financial, Inc., 700 First Avenue, N.E.,
Cedar Rapids, Iowa 52407.
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on August 31, 1996
will be entitled to one vote for each share then held. As of that date, the
Company had 1,916,897 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by management to beneficially own more than five
percent of the Company'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>
Perpetual Midwest Financial, Inc. 150,398 7.85%
Employee Stock Ownership and
401(k) Profit Sharing Plan
700 First Avenue, N.E.
Cedar Rapids, Iowa 52407(1)
Directors and executive officers 109,475 5.71
of the Company and the Bank
as a group (10 persons)(2)
</TABLE>
- - -------------
(1) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 67,893 of which were allocated to accounts of
participants. First Bankers Trust Company, N.A., of Quincy, Illinois,
as 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. Pursuant to the terms of the ESOP, participants in
the ESOP have the right to direct the voting of shares allocated to
participant accounts.
(2) Includes shares held directly, as well as jointly with family members
or held by trusts, with respect to which shares the group members may
be deemed to have sole or shared voting and investment power. This
amount includes awards of 53,984 shares of restricted stock under the
Company's Recognition and Retention Plan ("RRP") to directors and
executive officers and no shares of Common Stock allocated to
executive officers under the Company's ESOP. The amount reported
above also excludes options to purchase 186,547 shares of Common Stock
granted to directors and executive officers under the Company's Stock
Option Plan.
PROPOSAL I - ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently composed of six members,
each of whom is also a director of the Bank. Directors are generally elected
to serve for three-year terms or until their respective successors are elected
and qualified. The directors are divided into three classes, and approximately
one-third of the directors are elected annually.
The table below sets forth certain information regarding the
composition of the Company'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 any 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 either nominee
might be unable to serve if elected. Except as disclosed herein, there are no
arrangements or understandings between any director or nominee and any other
person pursuant to which the nominee was selected.
2
<PAGE> 6
<TABLE>
<CAPTION>
Shares of
Common Stock
Director Term to Beneficially Percent
Name Age(1) Position(s) Held in the Company Since(2) Expire Owned(3) of Class
- - -------------------- ------ ------------------------------- -------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Robert C. Tilden 68 Director 1973 1999 12,706 .66%
Douglas E. Anderson 51 Director 1986 1999 7,202 .38
DIRECTORS CONTINUING IN OFFICE
William C. Fletcher 70 Chairman of the Board 1967 1998 12,741 .66
Eugene J. Dowie 65 Director 1984 1998 14,574 .76
James L. Roberts 53 Director, President and Chief 1993 1997 37,255 1.94
Executive Officer
Robert H. O'Meara 77 Director and Secretary 1993 1997 2,624 .14
</TABLE>
- - --------------
(1) At June 30, 1996.
(2) Includes service as a director of the Bank.
(3) Amounts include shares held directly and jointly with family members,
shares allocated to listed individuals under the ESOP, and shares
which are held in retirement accounts, or by certain members of the
named individuals' families, or held by trusts of which the named
individual 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 investment power. Amounts also include
restricted stock awards granted to directors Fletcher, Tilden, Dowie,
Anderson and O'Meara of 7,741, 6,624, 4,574, 4,202 and 1,656 shares,
respectively, and to Mr. Roberts of 15,111 shares over which such
individuals have voting but no dispositive power. The amount reported
above excludes options to purchase 186,547 shares of Common Stock
granted to directors and executive officers under the Company's Stock
Option Plan.
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Robert C. Tilden - Mr. Tilden has been a member of the Company's Board
of Directors since its formation and of the Bank's Board of Directors since
1973. In recent years until his retirement, Mr. Tilden also served as the
Bank's general counsel. Until 1989, Mr. Tilden was a general partner in the
law firm of Simmons, Perrine, Albright and Ellwood located in Cedar Rapids,
Iowa.
Douglas E. Anderson - Mr. Anderson has served on the Company's Board
of Directors since its formation and of the Bank's Board of Directors since
1986. He and his family have extensive real estate holdings in Iowa. Since
1992, Mr. Anderson has served as President of Fidler, Inc., one of Indiana's
largest ready mix concrete companies employing 180 people and located in
Goshen, Indiana. He is also a director of Advance Mixer, Inc. in Fort Wayne,
Indiana, and serves as a director of National Aggregates Association and
Indiana Mineral Aggregates Association.
William C. Fletcher - Mr. Fletcher has been a member of the Company's
Board of Directors since its formation. He has also served as a member of the
Bank's Board of Directors since 1967. Mr. Fletcher has served as Chairman of
the Board since 1988. Mr. Fletcher is a former director of Mid American Energy
Company. Mr. Fletcher is currently retired. Until 1991, he was the
owner/President of Rapids Chevrolet, a Chevrolet Dealership located in Cedar
Rapids, Iowa.
Eugene J. Dowie - Mr. Dowie has served on the Company's Board of
Directors since its formation and of the Bank's Board of Directors since 1984.
Mr. Dowie is the former owner of Dowie Outdoor Advertising in Cedar Rapids,
Iowa, a company he owned from 1973 to 1996. Mr. Dowie is also the owner and
member of the Board of Directors of Radio Station KMRY-AM located in Cedar
Rapids.
3
<PAGE> 7
James L. Roberts - Mr. Roberts has served as President and Chief
Executive Officer of the Company since its formation and of the Bank since
September 1993. From 1990 to 1993, Mr. Roberts served as an Executive Vice
President and as Director of Corporate Finance for Kemper Securities, Inc. Mr.
Roberts has extensive banking experience since the mid-1960s, including serving
as the President and Chief Executive Officer of First Bank Milwaukee from 1987
to 1990. Mr. Roberts received his B.S. degree in Business Administration and
Economics and his M.B.A. degree in International Business and Economics from
Indiana University in 1964 and 1966, respectively.
Robert H. O'Meara - Mr. O'Meara has served on the Company's Board of
Directors since its formation and of the Bank's Board of Directors in
September, 1993. Prior to joining the Bank, Mr. O'Meara was employed by
Merchants National Bank of Cedar Rapids from 1961 until his retirement in 1984.
While at Merchants National, Mr. O'Meara served in a variety of positions
including Senior Lending Officer and Executive Vice President. Mr. O'Meara
also served as a director of Merchants National from 1971 to 1989.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Meetings and Committees of the Company. Meetings of the Company's
Board of Directors are generally held on a monthly basis. For the fiscal year
ended June 30, 1996, the Board of Directors met 12 times. During the 1996
fiscal year, no incumbent director of the Company 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 Company's directors are not paid a fee for their services as directors.
The Board of Directors of the Company has standing Audit, Stock Option
and RRP Committees.
The Company's Audit Committee is responsible for the review of the
Company's annual audit report prepared by the Company's independent auditors.
The review includes a detailed discussion with the auditors and recommendation
to the full Board concerning any action to be taken regarding the audit. All
non-employee directors of the Company serve on this Committee, which met four
times during fiscal 1996.
The Stock Option Committee is composed of all non-employee directors
of the Company. This committee is responsible for administering the Company's
Stock Option Plan and reviews compensation and benefit matters. This committee
did not meet during the fiscal year ended June 30, 1996.
The RRP Committee consisting of all non-employee directors of the
Company is responsible for administering the Recognition and Retention Plan.
The committee did not meet 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
the Company. Pursuant to the Company's Bylaws, nominations by stockholders
must be delivered in writing to the Secretary of the Company at least 30 days
prior to the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon the written request
of the Chairman of the Board or at least three directors. The Board of
Directors met 19 times during the fiscal year ended June 30, 1996. During
fiscal 1996, no incumbent director of the Bank 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 he served.
All directors are paid a fee of $600 for each regular meeting and $300 for each
special meeting, including committee meetings, plus a $1,250 per quarter base
fee. Board members who are employees of the Bank receive no fee for their
service on the Board or any committees. The committees of the Company also
serve as the Bank's committees.
4
<PAGE> 8
EXECUTIVE COMPENSATION
The Company has not paid any compensation to its executive officers
since its formation nor does the Company presently anticipate paying any
compensation to such persons. The following table sets forth information
regarding the compensation paid by the Bank to its Chief Executive Officer. No
other officers earned in excess of $100,000 during fiscal 1996.
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- - ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Loan Term
Compensation Awards
- - -----------------------------------------------------------------------------------------------------------------
Restricted
Other Stock All Other
Fiscal Annual Award Options/ Compensation
Name and Principal Position Year Salary($) Bonus($) Compensation($ ($) SARs(#) ($)
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Roberts, President 1996 $175,000 $17,500 $9,972 $ --- --- $ ---
and Chief Executive Officer ......... 1995 175,000 17,500 5,971 --- --- ---
1994 175,000 --- --- 151,110(1) 41,400(2) ---
</TABLE>
- - --------------
(1) Represents the dollar value of the award of 15,111 shares of the
Company's Common Stock pursuant to the RRP granted during fiscal 1995.
The shares of restricted stock vest in five equal installments, with
the first installment vesting on September 30, 1994, and each
additional installment vesting after the end of each subsequent twelve
month period, provided Mr. Roberts maintains continuous service (as
defined in the RRP) with the Bank. The market price on the date of
grant was $10.00 per share.
(2) Represents an incentive stock option to purchase 41,400 shares of the
Company's Common Stock awarded to Mr. Roberts under the Stock Option
Plan during fiscal 1994.
5
<PAGE> 9
No stock options or stock appreciation rights were granted during
fiscal 1996. The following table provides information as to stock options
exercised and the value of the options held by the Company's Chief Executive
Officer on June 30, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
--------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#)(1) FY-End ($)(2)
-----------------------------------------------------
Shares
Acquired on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
------------------- ------------ ---------- ----------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Roberts --- $--- 16,560 24,840 $128,340 $192,510
------------------- ------------ ---------- ----------- -------------- ------------ -------------
</TABLE>
- - --------------
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer.
(2) Represents the aggregate market value (market price of the Common
Stock less the exercise price) of the option granted based upon the
closing price of $17.75 per share of the Common Stock as reported on
the NASDAQ National Market on September 3, 1996.
EMPLOYMENT AGREEMENTS
The Bank has an employment agreement with David Lodge, the Bank's
Executive Vice President and Chief Lending Officer, at his current salary. The
employment contract has been approved by the Office of Thrift Supervision (the
"OTS"). The employment agreement became effective upon completion of the
Conversion and provides for an annual base salary in an amount not less than
the employee's then-current salary and a term of three years. The agreement
provides for termination upon the employee's death, for cause or in certain
events specified by OTS regulations. The employment agreement is also
terminable by the employee upon 90 days notice to the Bank.
In addition, the Bank currently has an employment contract with James
L. Roberts, the Bank's President and Chief Executive Officer. The employment
contract has been approved by the OTS. The employment contract provides for an
annual base salary of $175,000 and an initial term of three years. The
agreement provides for annual 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 Bank's Board of Directors. The agreement provides
for termination of the employee for cause and the agreement is terminable by
the employee upon 30 days written notice to the Bank.
Mr. Roberts' agreement provides for payment of his salary for the
remaining term of the agreement in the event he is "involuntarily terminated."
For purposes of the employment agreement, the term "involuntarily terminated"
is defined to include (i) termination for other than cause, (ii) suspension or
removal of the employee by the federal banking regulators, (iii) default by the
Bank on certain obligations, (iv) termination of the agreement by the OTS, or
(v) termination by reason of death or disability.
Based on his current salary, if Mr. Roberts had been terminated as of
June 30, 1996, under circumstances entitling him to severance pay as described
above, he would have been entitled to receive a lump sum cash payment of
approximately $525,000.
6
<PAGE> 10
CERTAIN TRANSACTIONS
The Bank has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. All
outstanding loans have been made in the ordinary course of business and on the
same terms, including collateral and interest rates, as those prevailing at the
time for comparable transactions and did not involve more than the normal risk
of collectability.
All loans by the Bank to its senior officers and directors are subject
to OTS regulations restricting loans and other transactions with affiliated
persons of the Bank. Under applicable law, all loans or extensions of credit
to executive officers and directors must be made 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. At
June 30, 1996 the Bank had no preferential loans to affiliates.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company 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 the Company and written representations that no other
reports were required, during the fiscal years ended June 30, 1996, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10 percent beneficial owners were complied with, with the exception of the
omission of certain shares from one Statement of Changes in Beneficial
Ownership of Securities on Form 4 filed by Executive Officer Brown, which
omission was subsequently corrected.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Crowe, Chizek and Company to be its auditors for the 1997 fiscal year, subject
to the ratification of the appointment by the Company's stockholders. A
representative of Crowe, Chizek and Company is expected to attend the Annual
Meeting to respond to appropriate questions and will have an opportunity to
make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office, 700 First
Avenue, N.E., Cedar Rapids, Iowa no later than May 29, 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.
7
<PAGE> 11
The cost of solicitation of proxies will be borne by the Company. The
Company 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 and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James L. Roberts
James L. Roberts
President and Chief Executive Officer
Cedar Rapids, Iowa
September 25, 1996
8
<PAGE> 12
REVOCABLE PROXY
PERPETUAL MIDWEST FINANCIAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 25, 1996
The undersigned hereby appoints the Board of Directors of Perpetual
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 Stockholders (the "Meeting"), to be held on October
25, 1996 at the AEGON, U.S.A. - Life Investors Insurance Company of America
located at 4333 Edgewood Road, N.E., Cedar Rapids, Iowa, at 11:00 a.m., Cedar
Rapids, Iowa time, and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below.
/ / FOR / / WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
ROBERT C. TILDEN DOUGLAS E. ANDERSON
II. The ratification of the appointment of Crowe, Chizek and Company as
auditors of the Company for the fiscal year ending June 30, 1997.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, 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.
<PAGE> 13
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated September 25, 1996 and the Company's Annual Report to Stockholders for
the fiscal year ended June 30, 1996.
Dated:
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SIGNATURE OF STOCKHOLDER
----------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
