Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
[X] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BIG SKY BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
BIG SKY BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
[ ] $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:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
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:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
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June 21, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Big Sky Bancorp, Inc. to be held at 3600 Brooks Street, Missoula, Montana on
July 23, 1996 at 10:00 a.m., Mountain Time.
The Notice of Annual Meeting of Stockholders and Proxy Statement appearing
on the following pages describe the formal business to be transacted at the
meeting. During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company, as well as a representative
from the Company's independent accounting firm, Deloitte & Touche LLP, will be
present to respond to appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete
and mail the enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Michael E. McKee
---------------------
MICHAEL E. McKEE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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BIG SKY BANCORP, INC.
711 South First Street
Hamilton, Montana 59840
(406) 363-4400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On July 23, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders
of Big Sky Bancorp, Inc. ("Company") will be held at 3600 Brooks Street,
Missoula, Montana on July 23, 1996 at 10:00 a.m., Mountain Time, for the
following purposes:
1. To elect two directors to serve until the 1999 Annual Meeting of
Stockholders;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors for the Company for the fiscal year ending
March 31, 1997; and
3. To consider and act upon such other matters as may properly come
before the meeting or any adjournments thereof.
NOTE: 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 which, by original or later
adjournment, the meeting may be adjourned. Stockholders of record at the
close of business on May 31, 1996 are entitled to notice of and to vote at the
meeting and any adjournments or postponements thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited by the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the meeting and
vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest M. Kwiatkowski
-------------------------
ERNEST M. KWIATKOWSKI
CORPORATE SECRETARY
Hamilton, Montana
June 21, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
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PROXY STATEMENT
OF
BIG SKY BANCORP, INC.
711 SOUTH FIRST STREET
HAMILTON, MONTANA 59840
(406) 363-4400
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Big Sky Bancorp, Inc. ("Company"), the
holding company for First Federal Savings and Loan Association of Montana
("First Federal" or "Association"), to be used at the Annual Meeting of
Stockholders of the Company ("Meeting"), which will be held at 3600 Brooks
Street, Missoula, Montana, on July 23, 1996 at 10:00 a.m., Mountain Time.
This Proxy Statement and the enclosed proxy card are being first mailed to
stockholders on or about June 21, 1996.
VOTING AND PROXY PROCEDURE
Stockholders of record as of the close of business on May 31, 1996
are entitled to one vote for each share of common stock ("Common Stock") of
the Company then held. As of May 31, 1996, the Company had 307,744 shares of
Common Stock issued and outstanding. The presence, in person or by proxy,
of at least a majority of the total number of outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum at the Meeting.
Abstentions will be counted as shares present and entitled to vote at the
Annual Meeting for purposes of determining the existence of a quorum. Broker
non-votes will not be considered shares present and will not be included in
determining whether a quorum is present.
The Board of Directors solicits proxies so that each stockholder has
the opportunity to vote on the proposals to be considered at the Annual
Meeting. When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below and FOR the ratification of the
appointment of Deloitte & Touche LLP as auditors for the Company. If a
stockholder attends the Annual Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not
attend the Annual Meeting and vote in person, his or her shares will not be
voted.
Stockholders who execute proxies retain the right to revoke them at
any time. Proxies may be revoked by written notice delivered in person or
mailed to the Secretary of the Company or by filing a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting. Attendance
at the Annual Meeting will not automatically revoke a proxy, but a stockholder
in attendance may request a ballot and vote in person, thereby revoking a
prior granted proxy.
The two directors to be elected at the Annual Meeting will be elected
by a plurality of the votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With regard to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
will have no effect on the outcome of the election because directors will be
elected by a plurality of votes cast. Ratification of the appointment of
Deloitte & Touche LLP requires the affirmative vote of a majority of the votes
cast by stockholders at the Annual Meeting. Thus, with respect to the
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ratification of the appointment of Deloitte & Touche LLP, abstentions and
broker non-votes will not be included in vote totals and will have no effect
on the outcome of the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons and groups who beneficially own in excess of 5% of the
Company's Common Stock are required to file certain reports disclosing such
ownership pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"). Based upon such reports, the following table sets forth as
of May 31, 1996 certain information as to those persons who were beneficial
owners of more than 5% of the outstanding shares of Common Stock. Management
of the Company does not know of any person or entity other than those listed
below who beneficially owned more than 5% of the Company's outstanding shares
of Common Stock as of May 31, 1996. The table also sets forth information as
to the shares of Common Stock beneficially owned by each director, by the
Chief Executive Officer of the Company and by all executive officers and
directors of the Company as a group.
Percent of
Amount and Nature of Common Stock
Name Beneficial Ownership(a) Outstanding
- -------------------- -------------------- ---------------
Beneficial Owner of More Than 5%
Collette E. Maxwell 24,588 (b) 8.0%
358 Skyline Drive
Hamilton, Montana 59840
Arthur W. Capko 20,050 (c) 6.5
5743 Rosebrook Drive
Riverbank, California 95367
Leah C. Capko 19,550 (c) 6.4
5743 Rosebrook Drive
Riverbank, California 95367
Michael E. McKee 18,268 (d) 5.9
133 Creekside Drive
Hamilton, Montana 59840
Jeanette S. McKee 15,750 (e) 5.1
133 Creekside Drive
Hamilton, Montana 59840
Eduardo R. Redlhammer 16,101 (f) 5.2
90 Brookside Way
Missoula, Montana 59802
and
Keith E. Duvall
Janet E. Duvall
P.O. Box 472
Niwot, Colorado 80544
(table continued)
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<PAGE>
Percent of
Amount and Nature of Common Stock
Name Beneficial Ownership(a) Outstanding
- -------------------- -------------------- ---------------
Directors and Executive Officers
Collette E. Maxwell 24,588 8.0
Michael E. McKee 18,268 5.9
Thomas H. Boone 13,173 4.3
Douglas N. Klein 13,313 4.3
Kurt F. Ingold 11,493 3.7
Robert K. Ford 6,173 2.0
All executive officers
and directors as a
group (7 persons) 95,028 28.7
(a) In accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any
shares of Common Stock if he or she has voting and/or investment
power with respect to such security. The table includes shares owned
by spouses, other immediate family members in trust, shares held in
retirement accounts or funds for the benefit of the named
individuals, and other forms of ownership, over which shares the
persons named in the table may possess voting and/or investment
power. The amounts shown also include the following amounts of
Common Stock which the indicated individuals have the right to
acquire within 60 days of May 31, 1996, through the exercise of stock
options granted pursuant to the Company's Stock Option Plan:
Collette E. Maxwell, 7,038; Michael E. McKee, 8,993; Thomas H. Boone,
1,173; Kurt F. Ingold, 1,173; Robert K. Ford, 1,173; all executive
officers and directors as a group, 23,070.
(b) Mrs. Maxwell is Executive Vice President and a Director of the
Company. This information is based on a Schedule 13D dated August 8,
1995. Includes 7,038 shares of Common Stock subject to outstanding
options exercisable within
60 days from May 31, 1996 under the Company's Stock Option Plan.
(c) Arthur W. Capko and Leah C. Capko have joint ownership of 19,550
shares of the Company's Common Stock.
(d) Does not include 16,075 shares held by Mr. McKee's wife and adult
children as to which he disclaims beneficial ownership. Includes
2,850 shares of Common Stock jointly held with spouse, Jeanette S.
McKee, and 8,993 shares of Common Stock subject to outstanding
options exercisable within 60 days from May 31, 1996 under the
Company's Stock Option Plan.
(e) Includes 2,850 shares of Common Stock jointly held with spouse,
Michael E. McKee.
(f) Mr. Redlhammer has sole voting and dispositive power with respect to
14,101 shares. Mr. and Mrs. Duvall have shared voting and
dispositive power with respect to 2,000 shares. This information is
based on a Schedule 13D dated October 6, 1995.
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors consists of six members. The directors
are divided into three classes as nearly equal in number as possible. The
term of office of only one class of directors will expire in each year, and
their successors will be elected for terms of three years and until their
successors are elected and qualified.
At the Meeting, two directors will be elected for three-year terms.
Unless otherwise specified in the proxy, it is intended that the proxies
solicited by the Board of Directors will be voted for the election of the
nominees named below.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the Board of Directors may adopt a resolution to
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amend the Bylaws and reduce the size of the Board. At this time, the Board
knows of no reason why any nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ALL OF
THE NOMINEES NAMED BELOW FOR DIRECTORS OF THE COMPANY.
The following table sets forth certain information as to each nominee and
director continuing in office.
Year First
Principal Elected or Year Term
Name Age(a) Occupation(b) Appointed Director(c) Expires
- ---------------- ------ ------------- --------------------- --------
BOARD NOMINEES
Douglas N. Klein 57 Owner of Collection Bureau 1984 1999(d)
Services, a collection and
consumer credit reporting agency.
Kurt F. Ingold 52 Chairman of the Board of Directors 1984 1999(d)
of the Association and of the
Company and President of Ingold
& Company, P.C., a certified public
accounting and financial consulting
firm in Missoula, Montana.
Year First
Principal Elected or Year Term
Name Age(a) Occupation(b) Appointed Director(c) Expires
- ---------------- ------ ------------- --------------------- --------
DIRECTORS CONTINUING IN OFFICE
Robert K. Ford 67 Retired executive of Champion 1985 1997
International Corporation, a
forest products company.
Collette E. Maxwell 47 Executive Vice President of the 1991 1997
Association since 1986 and of the
Company since 1994.
Michael E. McKee 51 President and Chief Executive 1983 1998
Officer of the Association
since 1982 and of the Company
since 1994.
Thomas H. Boone 55 Partner in the law firm 1984 1998
of Boone, Karlberg & Haddon.
(a) At May 1, 1996.
(b) Nominees and directors have held these vocations or positions for at
least five years, unless otherwise noted.
(c) Includes prior service on the Board of Directors of the Association.
(d) Assuming the individual is re-elected at the Annual Meeting.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and First Federal conduct their
business through meetings of the Boards and through their committees. During
the fiscal year ended March 31, 1996, the Board of Directors of the Company
held 14 meetings and the Board of Directors of First Federal held 12 meetings.
No director of the Company or First Federal attended fewer than 75% of the
total meetings of the Boards and committees on which such Board member served
during this period.
The following describes the duties and responsibilities of certain
committees of the Boards of Directors, current membership of these committees
and number of committee meetings held during the fiscal year ended March 31,
1996.
The Company's Executive Committee, consisting of Directors Ingold, McKee,
Boone and Klein, acts on behalf of the Board of Directors between regular
Board meetings. All actions taken by the Executive Committee are ratified by
the Board of Directors. The Executive Committee did not meet during the
fiscal year ended March 31, 1996.
The Audit Committee, consisting of Directors Ford, Ingold, Boone and
Klein, reviews the Company and its subsidiary's compliance with approved
policies and internal control procedures and monitors reports submitted to the
regulatory authorities. The Audit Committee reviews the examination of the
Company and its subsidiary by federal and state regulatory authorities and the
audit by the independent auditors. The Audit Committee meets on an as-needed
basis and met two times during the fiscal year ended March 31, 1996.
The full Board of Directors acts as Nominating Committee for the
nomination of members of the Board of Directors of the Company. The Board of
Directors held one meeting in its capacity as the Nominating Committee on May
22, 1996, in order to nominate the individuals for election at the Meeting.
A subcommittee of the Board of Directors met one time during the fiscal year
ended March 31, 1996 to consider prospective candidates for future
consideration as directors.
The Company also maintains a standing Stock Option Committee, which is
responsible for administration of the Company's 1992 Stock Option and
Incentive Plan.
The Association's Compensation Committee consists of Directors Ford,
McKee, Boone and Ingold. The Compensation Committee evaluates the
qualifications and performances of the Association's principal officers and
determines the compensation and benefits to be paid to such individuals. This
committee met one time during the fiscal year ended March 31, 1996.
Other committees of the Association include the Senior Loan Approval
Committee (responsible for internal loan and appraisal policies as well as
Office of Thrift Supervision regulations), the Loan Collection Committee
(responsible for implementing the Association's policies regarding repayment
of obligations owed to the Association), the Asset/Liability Committee
(responsible for developing programs and procedures for implementing the Board
of Directors' formal policy on interest rate risk management), the Real Estate
Owned ("REO") Committee (responsible for disposition of property owned by the
Association), the Community Reinvestment Act ("CRA") Review Committee
(responsible for formulating CRA policy and monitoring compliance), and the
Data Processing Oversight and Review Committee.
DIRECTORS' COMPENSATION
Members of the Company's Board of Directors also serve on the Board of
Directors of the Association. Members of the Association's Board of Directors
receive an annual fee of $6,000 plus $350 for each Board meeting attended.
Non-officer directors receive $125 for each special Board meeting and each
committee meeting attended. Mr. Ingold receives an additional annual fee of
$2,400 for serving as Chairman of the Board of Directors of the
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Association. Directors of the Company receive no additional compensation for
service on the Company's Board of Directors.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the
compensation received by the Company's Chief Executive Officer and Executive
Vice President for each of the three fiscal years ended March 31, 1996. All
compensation is paid by the Association. No other executive officer of the
Company or the Association received in excess of $100,000 in salary and bonus
during the year ended March 31, 1996.
Annual Compensation
-------------------
Name and Other Annual All Other
Position Year Salary(1) Bonus Compensation(2) Compensation
- -------------------- ---- --------- ------- --------------- ------------
Michael E. McKee 1996 104,600 15,250 -- --
President and Chief 1995 100,875 14,000 -- --
Executive Officer 1994 95,300 9,250 -- --
Collette E. Maxwell 1996 91,100 13,250 -- --
Executive Vice 1995 88,050 12,000 -- --
President 1994 83,075 5,500 -- --
- --------------------
(1) Salary for Mr. McKee and Ms. Maxwell includes directors' fees of $9,800,
$9,000, and $7,800 for fiscal years 1996, 1995 and 1994, respectively.
(2) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of salary and bonus.
Employment Agreements. In connection with the Association's conversion
from a federal mutual savings and loan association to a federal capital stock
savings and loan association, the Association entered into employment
agreements with Michael E. McKee and Collette E. Maxwell. Such employment
agreements have a term of three years. Additionally, on the anniversary of
the commencement date of such agreement, the term of such agreement may be
extended by the Board of Directors for an additional year, unless the
individual notifies the Association of his or her intention to terminate the
agreement. The agreements are terminable by the Association for "cause" (as
defined in the agreements) at any time or in certain events specified by
applicable regulations. The agreements also provide for a severance payment
if employment is terminated following a "change of control." This payment,
which will be made promptly after any "change in control," will be equal to
2.99 times the average annual compensation paid to each individual during the
five years immediately preceding the "change in control." The term "change in
control" is defined in the agreements as, among other things, any time during
the period of employment when a "change in control" is deemed to have occurred
under Office of Thrift Supervision regulations or a change in the composition
of more than a majority of the Board of Directors of the Association. Under
current provisions of the Internal Revenue Code of 1986, as amended, the
Association would not be subject to any penalty tax on the payment under the
agreements. Based upon the 1996 compensation levels for Mr. McKee and Mrs.
Maxwell, the aggregate payment which would have been payable under the terms
of the agreements had a change in control occurred in 1996 were $273,077 and
$229,874, respectively. The agreements may have an antitakeover effect since
such agreements would make an acquisition of the Company and the Association
more costly for a potential acquiror.
The Association has entered into a salary continuation agreement with Mr.
McKee, effective March 16, 1994, which provides for the payment of $4,500 per
month for a period of 180 months following Mr. McKee's termination of
employment on or after the date he attains age 65. In the event of Mr.
McKee's earlier termination of employment, the vested portion of the salary
continuation benefit would be payable to Mr. McKee over 180 months. Vesting
under the agreement is determined as follows: 25% on the effective date of
the agreement plus 2.5% for each six months of employment with the Association
thereafter. In the event of Mr. McKee's termination
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of employment by reason of his death or disability, the agreement provides for
the payment of his vested benefit, but not less than $2,500 per month, over 180
months.
The Association has also entered into a salary continuation agreement with
Mrs. Maxwell, effective March 16, 1994, which provides for the payment of
$3,375 per month for a period of 180 months following Mrs. Maxwell's
termination of employment on or after the date she attains age 65. In the
event of Mrs. Maxwell's earlier termination of employment, the vested portion
of the salary continuation benefit would be payable to Mrs. Maxwell over 180
months. Vesting under the agreement is determined as follows: 25% on the
effective date of the agreement plus 2.0% for each six months of employment with
the Association thereafter. In the event of Mrs. Maxwell's termination of
employment by reason of her death or disability, the agreement provides for
the payment of her vested benefit, but not less than $1,667 per month, over
180 months.
The salary continuation agreements are unfunded and unsecured obligations of
the Association. The discounted present value of vested benefits will be
accrued as a liability by the Association.
Aggregated Option Exercises and Fiscal Year-End Option Value Table. The
following information with respect to options exercised during the fiscal year
ended March 31, 1996 and remaining unexercised at the end of the fiscal year,
is presented for Mr. McKee and Mrs. Maxwell.
<TABLE>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at Fiscal Year End ($)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. McKee -- -- 8,993 -- $89,930 --
Collette E. Maxwell -- -- 7,038 -- 70,380 --
(1) The value of unexercised in-the-money options is calculated using a fair market value of $15.25 per
share as of March 31, 1996, based on the last known open market trade on or before such date.
</TABLE>
Certain Transactions with the Association
Federal regulations require that 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 other persons and must not involve more than the
normal risk of repayment or present other unfavorable features. The Association
is therefore prohibited from making any new loans or extensions of credit to the
Association's executive officers and directors at different rates or terms than
those offered to the general public and has adopted a policy to this effect. In
addition, loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to such person and his or her
related interests, are in excess of the greater of $25,000 or 5% of the
Association'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.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of any registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than 10% shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms it has received and
written representations provided to the Company by the above referenced persons,
the Company believes that during fiscal 1996 all
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filing requirements applicable to its reporting officers, directors and
greater than 10% beneficial owners were properly and timely complied with.
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangements with
Deloitte & Touche LLP to be independent auditors for the fiscal year ending
March 31, 1997, subject to ratification by the Company's stockholders.
Although the appointment of independent auditors is not required to be
approved by stockholders, the Board of Directors believes stockholders should
participate in such selection through ratification. If the stockholders fail
to ratify the appointment of Deloitte & Touche LLP as independent auditors,
the Board of Directors will reconsider its selection. A representative of
Deloitte & Touche LLP is expected to be present at the Meeting, will have the
opportunity to make a statement if he or she desires to do so, and will be
available to respond to appropriate questions.
The ratification of the appointment of auditors must be approved by a
majority of the votes cast by stockholders at the Meeting. The Board of
Directors recommends that stockholders vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors of the Company
for the fiscal year ending March 31, 1997.
STOCKHOLDER PROPOSALS
Proposal's of stockholders intended to be presented at the Company's
annual meeting to be held in 1997 must be received by the Company no later
than March 25, 1997 to be considered for inclusion in the proxy materials and
form of proxy relating to such meeting. Any such proposal shall be subject to
the requirements of the proxy rules adopted under the Exchange Act.
In addition, the Company's Certificate of Incorporation provides that in
order for business to be brought before the Annual Meeting, a shareholder must
deliver notice to the Secretary not less than 30 nor more than 60 days prior
to the date of the Annual Meeting; provided that if less than 31 days' notice
of the Annual Meeting is given to shareholders, such notice must be delivered
not later than the close of the tenth day following the day on which notice of
the Annual Meeting was mailed to shareholders. The notice must state the
shareholder's name, address and number of shares of Common Stock held, and
briefly discuss the business to be brought before the Annual Meeting, the
reasons for conducting such business at the Annual Meeting and any interest of
the shareholder in the proposal.
The Company's Certificate of Incorporation provides that if a shareholder
intends to nominate a candidate for election as a director, the shareholder
must deliver written notice of his or her intention to the Secretary of the
Company not less than thirty days nor more than sixty days prior to the date
of the Annual Meeting of shareholders; provided, however, that if less than
thirty-one days' notice of the Annual Meeting is given to shareholders, such
written notice must be delivered to the Secretary of the Company not later
than the close of the tenth day following the day on which notice of the
Annual Meeting was mailed to shareholders. The notice must set forth (i) the
name, age, business address and, if known, residence address of each nominee
for election as a director, (ii) the principal occupation or employment of
each nominee, (iii) the number of shares of Common Stock of the Company which
are beneficially owned by each such nominee, (iv) such other information as
would be required to be included pursuant to the Exchange Act in a proxy
statement soliciting proxies for the election of the proposed nominee,
including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director, if elected, and
(v) as to the shareholder giving such notice (a) his or her name and address
as they appear on the Company's books and (b) the class and number of shares
of the Company which are beneficially owned by such shareholder.
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OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy
Statement. However, if any other matters should properly come before the
Annual Meeting, it is intended that proxies in the accompanying form will be
voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.
MISCELLANEOUS
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 material
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and regular employees of the Company and the
Association may solicit proxies personally, by telecopier or by telephone,
without additional compensation.
The Company's Annual Report to Stockholders, including financial
statements for the year ended March 31, 1996, prepared in conformity with
generally accepted accounting principles, accompanies this Proxy Statement.
Such Annual Report is not to be treated as part of the proxy solicitation
materials nor as having been incorporated herein by reference.
A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996, as filed with the Securities and Exchange Commission,
will be furnished without charge to stockholders as of the record date upon
written request to the Corporate Secretary, Big Sky Bancorp, Inc., 711 South
First Street, Hamilton, Montana 59840.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ernest M. Kwiatkowski
--------------------------
ERNEST M. KWIATKOWSKI
CORPORATE SECRETARY
Hamilton, Montana
June 21, 1996
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BIG SKY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
The undersigned hereby appoints the official proxy committee consisting of
all of the members of the Board of Directors of Big Sky Bancorp, Inc. (the
"Company"), with full powers 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, to
be held at 3600 Brooks Street, Missoula, Montana, on July 23, 1996, at 10:00
a.m., Mountain Time, and at any and all adjournments thereof, as follows:
FOR WITHHELD
I. The election as directors of all nominees listed below [ ] [ ]
(except as marked to the contrary below).
Douglas N. Klein
Kurt F. Ingold
INSTRUCTION: To withhold your vote for any individual
nominee, write the nominee's name on the line below.
____________________________________________________
____________________________________________________
FOR AGAINST ABSTAIN
II. The ratification of the appointment of Deloitte
& Touche LLP as independent auditors for the
Company for the fiscal year ending [ ] [ ] [ ]
March 31, 1997.
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 THE 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. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT
TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE A NOMINEE LISTED ABOVE IS
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND MATTERS INCIDENT TO THE
CONDUCT OF THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting
or at any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder's decision to terminate this
proxy, then the power of said 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 the Notice of the Annual Meeting of Stockholders,
a Proxy Statement dated June 21, 1996 and the 1996 Annual Report to
Stockholders.
Dated:____________________________________, 1996
_________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
________________________ ________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this card
was mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized person. For joint
accounts, only one signature is required.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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