GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
March 24, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Great American Bancorp, Inc., the holding company for First Federal Savings
Bank of Champaign-Urbana, which will be held on Tuesday, April 25, 2000,
at 9:30 a.m., Central Time, at the offices of First Federal Savings Bank of
Champaign-Urbana, 1311 South Neil Street, Champaign, Illinois 61820.
The attached notice of the annual meeting and the proxy statement describe
the formal business to be transacted at the annual meeting. Directors and
officers of Great American Bancorp, Inc., as well as representatives of
Olive LLP, whom the Company has appointed as independent auditors for the
fiscal year ending December 31, 2000, will be present.
The Board of Directors of Great American Bancorp, Inc. has determined that
the matters to be considered at the annual meeting are in the best interests
of Great American and its stockholders. For the reasons set forth in the proxy
statement, the Board of Directors unanimously recommends that you vote "FOR"
each matter to be considered.
Your cooperation is appreciated since a majority of the common stock must
be represented, either in person or by proxy, to constitute a quorum for the
conduct of business. Whether or not you expect to attend, please sign, date and
return the enclosed proxy card promptly in the postage-paid envelope provided so
that your shares will be represented.
On behalf of the Board of Directors and all of the employees of Great
American Bancorp, Inc. and First Federal Savings Bank of Champaign-Urbana, I
thank you for your continued interest and support.
Sincerely yours,
George R. Rouse
President and Chief
Executive Officer
GREAT AMERICAN BANCORP, INC.
1311 South Neil Street
Champaign, Illinois 61820
(217) 356-2265
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 25, 2000
----------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of Great American Bancorp, Inc. (the "Company") will be held
on Tuesday, April 25, 2000, at 9:30 a.m., Central Time, at the offices of First
Federal Savings Bank of Champaign-Urbana (the "Bank"), 1311 South Neil Street,
Champaign, Illinois 61820.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of two directors to a three-year term of office;
2. The ratification of the appointment of Olive LLP as independent
auditors of the Company for the fiscal year ending December 31,
2000; and
3. Such other matters as may properly come before the Annual Meeting
and at any adjournments thereof, including whether or not to adjourn
the meeting.
The Board of Directors has established February 29, 2000, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the common stock of the Company as of the close of business on that date will
be entitled to notice of and to vote at the Annual Meeting or any adjournments
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 in order to permit further solicitation of
proxies by the Company. A list of stockholders entitled to vote at the Annual
Meeting will be available at Great American Bancorp, Inc., 1311 South Neil
Street, Champaign, Illinois 61820, for a period of ten days prior to the Annual
Meeting and will also be available at the meeting itself.
By Order of the Board of Directors
Jane F. Adams
Corporate Secretary
Champaign, Illinois
March 24, 2000
GREAT AMERICAN BANCORP, INC.
----------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 25, 2000
----------------------------
Solicitation and Voting of Proxies
This proxy statement is being furnished to stockholders of Great American
Bancorp, Inc. (the "Company") in connection with the solicitation by the Board
of Directors ("Board of Directors" or "Board") of proxies to be used at the
annual meeting of stockholders (the "Annual Meeting"), to be held on Tuesday,
April 25, 2000, at 9:30 a.m., Central Time, at the offices of First Federal
Savings Bank of Champaign-Urbana (the "Bank"), 1311 South Neil Street,
Champaign, Illinois 61820 and at any adjournments thereof. The 1999 Annual
Report to Stockholders, including consolidated financial statements for the
fiscal year ended December 31, 1999, and a proxy card, accompanies this proxy
statement, which is first being mailed to record holders on or about March 24,
2000.
Regardless of the number of shares of common stock owned, it is important
that record holders of a majority of the outstanding shares of common stock be
represented by proxy or in person at the Annual Meeting. Stockholders are
requested to vote by completing the enclosed proxy card and returning it signed
and dated in the enclosed postage-paid envelope. Stockholders are urged to
indicate their vote in the spaces provided on the proxy card. 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 proxy
cards will be voted "FOR" the election of the nominees for director named in
this proxy statement, and "FOR" the ratification of Olive LLP as independent
auditors for the fiscal year ending December 31, 2000.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including a motion as to whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. However, if you are a
stockholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by directors, officers and other employees of the Company and
its subsidiary, the Bank, without additional compensation therefor. The Company
will also request persons, firms and corporations holding shares in their names,
or in the name of their nominees, which are beneficially owned by others, to
send proxy material to and obtain vote instruction from such beneficial owners,
and will reimburse such holders for their reasonable expenses in doing so.
Voting Securities
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on February 29, 2000 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 1,176,915 shares.
In accordance with the provisions of the Company's certificate of
incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
by persons acting in concert with, such person or entity. The Company's
certificate of incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether 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
Limit supply information to the Company to enable the Board of Directors to
implement and apply the Limit.
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 (after giving
effect to the Limit described above, if applicable) is necessary to constitute a
quorum at the Annual Meeting. In the event that there are not sufficient votes
for a quorum, or to approve or ratify any matter being presented at the time of
the Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under Delaware law and the Company's bylaws,
directors are elected by a plurality of votes cast, without regard to either
broker non-votes, or proxies as to which authority to vote for one or more of
the nominees being proposed is withheld.
As to the approval of Olive LLP as independent auditors of the Company and
all other matters that may properly come before the Annual Meeting, by checking
the appropriate box, a stockholder may: (i) vote "FOR" the item; (ii) vote
"AGAINST" the item; or (iii) "ABSTAIN" from voting on the item. Under the
Company's bylaws, unless otherwise required by law, all such matters shall be
determined by a majority of the votes cast, without regard to either broker non-
votes, or proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer agent,
and will be tabulated by inspectors of election designated by the Board of
Directors, who will not be employed by, or be a director of, the Company or any
of its affiliates. After the final adjournment of the Annual Meeting, the
proxies will be returned to the Company for safekeeping.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons believed by
the Company to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date as disclosed in certain reports
regarding such ownership filed by such persons with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.
Amount and
Nature of
Name and Address Beneficial Percent of
Title of Class Of Beneficial Owner Ownership Class
- ---------------- ---------------------------- ------------- ----------
Common Stock First Federal Savings Bank of 148,976 (1) 12.66%
Champaign-Urbana Employee Stock
Ownership Plan ("ESOP")
1311 South Neil Street
Champaign, Illinois 61820
Common Stock Clinton C. Atkins 123,375 (2) 10.43%
2001 Kankakee Drive
Champaign, IL 61821
Common Stock George R. Rouse 95,523 (3) 7.84%
1311 South Neil Street
Champaign, IL 61820
(footnotes on following page)
- ----------------------------
(1) The Personnel and Salary Committee of the board of directors administers
the ESOP. The ESOP Trustee, U.S. Bancorp, must vote all allocated shares
held in the ESOP in accordance with the instructions of the participants.
As of February 29, 2000, 107,990 shares had been allocated under the ESOP.
Under the ESOP, unallocated shares will be voted by the ESOP Trustee in a
manner calculated to most accurately reflect the instructions received
from participants regarding the allocated stock so long as such vote is in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
(2) Includes 117,175 shares owned directly by Mr. Atkins, 600 shares of
unvested stock awards held by a trust established for the 1995 Great
American Bancorp, Inc. Incentive Plan (the "Incentive Plan" and "Incentive
Plan Trust") and 5,600 shares subject to immediately exercisable options
granted under the Incentive Plan.
(3) Includes 34,635 shares held in an Individual Retirement Account for Mr.
Rouse, 15,529 shares held in the ESOP which have been allocated to Mr.
Rouse, 4,104 shares of unvested stock awards held by the Incentive Plan
Trust, 200 shares held by Mr. Rouse's spouse and children, and 41,055
shares subject to immediately exercisable options granted under the
Incentive Plan.
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTOR
The Board of Directors of the Company currently consists of five (5)
directors and is divided into three classes. Currently, each of the members of
the Board of Directors of the Company also serves as a director of the Bank,
with the exception of Mr. Atkins. There are a total of eight (8) directors of
the Bank. Directors of the Company are elected for staggered terms of three
years each, with the term of office of only one of the three classes of
directors expiring each year. Directors serve until their successors are
elected and qualified.
In the event that Mr. Atkins or Mr. Kiddoo is unable to serve or declines
to serve for any reason, it is intended that the proxies will be voted for the
election of such other person as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that Mr. Atkins or
Mr. Kiddoo will be unable or unwilling to serve. Unless authority to vote for
the nominees is withheld, it is intended that the shares represented by the
enclosed proxy card, if executed and returned, will be voted "FOR" the election
of the nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and Certain
Executive Officers
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and "named executive officers" of the Company, as
defined below, their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each became a director of the Bank, and the year
in which their terms (or in the case of the nominees, proposed term) as director
of the Company expire. The table also sets forth the amount of Common Stock and
the percent thereof beneficially owned by each director and named executive
officer and all directors and executive officers as a group as of the Record
Date.
<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration Common Stock
Occupation at Present Director of Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ------------------------ ---- -------- ---------- -------------- ---------
NOMINEES
<S> <C> <C> <C> <C> <C>
Clinton C. Atkins 54 1984 2003 123,375 10.43%
Chairman of Hobbico Inc., a
Hobby retailer and supplier,
Chairman of Herr's, Inc., a craft
wholesale retailer, and owner of
The Atkins Group, North Pointe
Development and Stone Creek
Development, all real estate
Development concerns.
Ronald Kiddoo 57 1987 2003 17,800 1.51%
Chairman of the Board and Chief
Investment Officer, Cozad Asset
Management, Inc., an investment
advisory concern; Mr. Kiddoo
also serves as a director of the
Bank's wholly-owned subsidiary,
Park Avenue Service Corporation
("PASC").
CONTINUING DIRECTORS
Dr. Morgan C. Powell 64 1977 2001 9,600 0.81%
Chairman of the Board of the
Company; self-employed
orthodontist. Director of PASC.
<CAPTION>
Shares of
Name and Principal Expiration Common Stock
Occupation at Present Director of Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned(2)(3)(4) Class
- ------------------------ ---- -------- ---------- -------------- ---------
<S> <C> <C> <C> <C> <C>
George R. Rouse (5) 49 1982 2001 95,523 7.84%
President and Chief Executive
Officer of the Company;
President of the Bank and
PASC.
Jack B. Troxell 55 1997 2002 4,249 0.36%
Owner and President of C-U
Liquor LTD, retail beverage
stores.
Stock Ownership of all Directors
and Executive Officers
as a Group (12 persons)(6)(7) -- -- -- 353,454 27.70%
</TABLE>
- ------------------------
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) The shares shown include the following unvested stock awards granted under
the Great American Bancorp, Inc. 1995 Incentive Plan ("Incentive Plan"): Mr.
Atkins, 600 shares; Mr. Kiddoo, 600 shares; Dr. Powell, 600 shares; Mr. Rouse,
4,104 shares; and Mr. Troxell, 1,087 shares. Stock awards granted under the
Incentive Plan vest in five equal annual installments from the grant date. The
shares granted to Director's Atkins, Kiddoo, Powell and Rouse were awarded on
February 14, 1996 and the shares granted to Mr. Troxell were awarded on March
10, 1997.
(4) The shares shown include the following shares subject to options which were
granted under the Incentive Plan and are currently exercisable or exercisable
within 60 days: Mr. Atkins, 5,600 shares; Mr. Kiddoo, 5,600 shares; Dr. Powell,
5,600 shares; Mr. Rouse, 41,055 shares; and Mr. Troxell, 2,238 shares. The
shares shown do not include the following shares subject to options which were
granted under the Incentive Plan and are not currently exercisable or
exercisable within 60 days: Mr. Atkins, 1,400 shares; Mr. Kiddoo, 1,400 shares;
Dr. Powell, 1,400 shares; Mr. Rouse, 10,264 shares; and Mr. Troxell, 3,356
shares. Stock options granted under the Incentive Plan vest in five equal
annual installments from the grant date. The options granted to Director's
Atkins, Kiddoo, Powell and Rouse were awarded on February 14, 1996, while the
options granted to Mr. Troxell were awarded on March 10, 1997.
(5) Mr. Rouse is the sole Named Executive Officer of the Company.
(6) The shares shown include a total of 13,705 shares of Common Stock granted
under the Incentive Plan, and a total of 98,968 shares subject to options which
are currently exercisable or exercisable within 60 days granted under the
Incentive Plan. The shares shown exclude a total of 33,133 shares subject to
options which are not currently exercisable or exercisable within 60 days
granted under the Incentive Plan.
(7) Includes directors and executive officers of the Bank.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with except that one report containing one transaction
made by an executive officer, Ms. Melinda Waller, was incorrectly reported on
Form 4 in March, 1999. The correct transaction was subsequently reported.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. The Board of Directors
meets monthly and may have additional meetings as needed. During fiscal 1999,
the Board of Directors of the Company held 12 meetings. All of the directors
of the Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during
fiscal 1999.
The Boards of Directors of the Company and the Bank maintain committees,
the nature and composition of which are described below:
Audit Committee. The Audit Committee of the Company consists of Messrs.
Kiddoo (Chairman) and Atkins and Dr. Powell, all of whom are Outside Directors.
This committee meets quarterly or as called by the committee chairman. The
purpose of this committee is to provide assurance that financial disclosures
made by management portray the financial condition and results of operations.
The committee also maintains a liaison with the outside auditors and reviews
the adequacy of internal controls. The Audit Committee met 5 times in fiscal
1999.
Nominating Committee. The Company's Nominating Committee for the 2000
Annual Meeting consists of Messrs. Atkins, Kiddoo and Troxell. The committee
considers and recommends the nominees for director to stand for election at the
Company's annual meeting of stockholders. The Company's bylaws also provide
for stockholder nominations of directors. These provisions require such
nominations to be made pursuant to timely notice in writing to the Secretary of
the Company. The stockholder's notice of nomination must contain all
information relating to the nominee which is required to be disclosed by the
Company's bylaws and by the Exchange Act. The Nominating Committee met on
January 10, 2000.
Compensation/Benefits Committee. The Compensation/Benefits Committee of
the Company consists of Messrs. Powell (Chairman), Atkins, Kiddoo and Troxell.
This committee meets to establish compensation for the Chief Executive Officer,
approves the compensation of senior officers and various compensation and
benefits to be paid to employees and to review the incentive compensation
programs when necessary. The Compensation/Benefits Committee met 1 time in
fiscal 1999.
Directors' Compensation
Directors' Fees. For fiscal 1999, directors of the Company and directors
of the Bank received a monthly fee of $500 per month for serving on each board,
and no additional fees were paid for serving on board committees. The Chairman
of the Board received a monthly fee of $500 in addition to any board fees.
Incentive Plan. The Company maintains the Great American Bancorp, Inc.
1995 Incentive Plan. Under the Incentive Plan, each Outside Director was
granted non-statutory stock options to purchase 7,000 shares of Common Stock
and Stock Awards for 3,000 shares of Common Stock on February 14, 1996. The
Incentive Plan previously provided that to the extent options for shares are
available for grant under the Incentive Plan, each subsequently elected Outside
Director would be granted non-statutory stock options to purchase 2,791 shares
of Common Stock and Stock Awards for 316 shares of Common Stock. In January
1997, the Incentive Plan was amended to, among other things, remove the
limitations on the amount of common stock and stock options which may be
awarded to subsequently elected outside directors. On March 10, 1997, three
newly elected Outside Directors of the Bank were each granted non-statutory
options to purchase 5,594 shares of Common Stock and Stock Awards for 1,811
shares. All options granted to Directors under the Incentive Plan were granted
with an exercise price equal to the fair market value of the Company's common
stock as of the date of grant. Unless otherwise accelerated, the options and
Stock Awards granted to Outside Directors vest 20% per year over a five-year
period and will continue to vest each year in which the Outside Director
remains on the Board or serves as a consultant or advisory director. Upon a
change in control, death, or disability, all unvested Stock Awards or
unexercisable options will vest immediately.
Executive Compensation
Summary Compensation Table. The following table shows, for the fiscal
years ended December 31, 1999, 1998, and 1997, the cash compensation paid by
the Bank, as well as certain other compensation paid or accrued for those
years, to the chief executive officer and executive officers of the Company and
the Bank who received salary and bonuses in excess of $100,000 in fiscal year
1999 ("Named Executive Officer").
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------
Annual Compensation(1) Awards Payouts
------------------------------------ ----------------------- --------
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Bonus Compensation Awards Options/ Payouts Compensation
Positions Year Salary($)(1) ($)(1) ($)(2) ($)(3) SARs(#)(4) ($)(5) ($)(6)
- ---------- ---- ------------ ------ ------------ ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George R. Rouse 1999 $175,200 - - - - - $32,571
President 1998 172,100 6,500 - - - - 41,216
1997 167,500 6,200 - - - - 61,028
</TABLE>
(footnotes on following page)
- -----------------------------
(1) Under Annual Compensation, the column titled "Salary" includes directors
fees of $14,000, $14,000 and $12,500 in fiscal 1999, 1998 and 1997,
respectively.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation; (d) tax payment reimbursements; or (e) preferential
discounts on stock.
(3) Pursuant to the Incentive Plan, Mr. Rouse held an aggregate of 20,528
shares of common stock which had a market value of $14 per share on the
effective date of grant, February 14, 1996. Awards to Mr. Rouse vest in
five equal annual installments, the first of which commenced on February
14, 1997, the first anniversary date of the effective date of the award.
All awards vest immediately upon termination of employment due to death,
disability or change of control. As of December 31, 1999, 12,318 shares
of stock awarded to Mr. Rouse under the Incentive Plan had vested. As of
December 31, 1999, the market value of the 8,210 unvested shares held by
Mr. Rouse was $101,599.
(4) Includes options awarded under the Incentive Plan. Options granted to Mr.
Rouse become exercisable in five equal annual installments, the first of
which commenced on February 14, 1997, the first anniversary date of the
grant. To the extent not already exercisable, the options become
exercisable upon death, disability or a change of control. As of December
31, 1999, 30,791 options granted to Mr. Rouse were exercisable. See
"Incentive Plan."
(5) For 1999, 1998 and 1997, the Bank had no long-term incentive plans,
accordingly, there were no payouts or awards under any long-term incentive
plan.
(6) Reflects 2,632 shares allocated to Mr. Rouse under the Bank's Employee
Stock Ownership Plan for 1999, 2,999 shares allocated in 1998 and 3,380
shares allocated in 1997.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Mr. Rouse (the "Executive"). These employment
agreements are intended to ensure that the Bank and the Company will be able to
maintain a stable and competent management base. The continued success of the
Bank and the Company depends, to a significant degree, on the skills and
competence of Mr. Rouse.
The Bank's and the Company's employment agreements (collectively, the
"Employment Agreements") provide for a three-year term. The Company's
employment agreement provides for automatic daily extensions such that the
remaining term of the agreement shall be three years unless written notice of
non-renewal is provided by either the Board of Directors or the Executive. The
Bank's employment agreement provides that, commencing on the first anniversary
date and continuing each anniversary date thereafter, the Board of Directors
may extend the agreement for an additional year so that the remaining term
shall be three years, unless written notice of non-renewal is given by the
Board of Directors after conducting a performance evaluation of the Executive.
The Employment Agreements provide that the Executive's base salary will be
reviewed annually. In this regard, the current base salary of Mr. Rouse is
$161,200. In addition to base salary, the Employment Agreements provide for,
among other things, participation in stock benefit plans and other fringe
benefits applicable to executive personnel. The Employment Agreements provide
for termination of the Executive by the Bank or the Company for cause as
defined in the Employment Agreements at any time. In the event the Bank or the
Company chooses to terminate the Executive's employment for reasons other than
for cause, or in the event of the Executive's resignation from the Bank and the
Company upon (i) failure to re-elect the Executive to his current offices, (ii)
a material change in the Executive's functions, duties or responsibilities,
(iii) a relocation of the Executive's principal place of employment by more
than fifty miles, (iv) liquidation or dissolution of the Bank or the Company,
or (v) a breach of the Employment Agreement by the Bank or the Company, the
Executive or, in the event of death, his beneficiary would be entitled to an
amount equal to the remaining salary payments under the Employment Agreement
and the contributions that would have been made on the Executive's behalf to
any employee benefit plans of the Bank or the Company during the remaining term
of the Agreements. The Bank and the Company would also continue the
Executive's life, health and disability coverage for the remaining term of the
Employment Agreements.
Under the agreements, if termination, voluntary or involuntary, follows a
change in control of the Bank or the Company, as defined in the Employment
Agreements, the Executive or, in the event of death, his beneficiary, would be
entitled to a severance payment equal to the greater of (i) the payments due
for the remaining terms of the agreement or (ii) three times the average of the
five preceding years' annual compensation. In addition, the Bank and the
Company would continue the Executive's life, health, and disability coverage
for thirty-six months. Payments to the Executive under the Bank's employment
agreement are guaranteed by the Company in the event that payments or benefits
are not paid by the Bank.
Payments and benefits under the Employment Agreements together with
payments from other benefit plans may constitute an excess parachute payment
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), resulting in the imposition of an excise tax on the recipient and
denial of the deduction for such excess amount to the Company and the Bank.
In the event of Mr. Rouse's termination following a change in control,
based solely upon the salary, bonus and other items of cash compensation
received by or payable to Mr. Rouse during 1999, Mr. Rouse would receive
approximately $525,600 in severance payments under the Employment Agreement.
Such amount does not include the effect of any non-cash benefits provided for
under the Employment Agreements, such as common stock or options which vested
or were awarded to Mr. Rouse in 1999.
Incentive Plan.
The Company maintains the Incentive Plan which provides discretionary
awards of common stock and options to purchase common stock to officers and key
employees as determined by a committee of non-employee directors. There were
no grants of options or stock appreciation rights ("SAR's) under the Incentive
Plan to the Named Executive Officers for fiscal 1999.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options held by the
Named Executive Officer as of February 29, 2000. Also reported are the values
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the year end price of the
Common Stock. There were no exercises of stock options or SARs during fiscal
1999 by the Named Executive Officer.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION/SAR VALUES
Securities Underlying Number of Value of Unexercised In-the-Money
Unexercised Options/SARs at Options/SARs at Fiscal
Fiscal Year End (#) Year End ($)(1)
-------------------------------- ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------- ------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
George R. Rouse 41,055 10,264 - -
</TABLE>
- ------------------------------
(1) The market value of underlying securities at fiscal year end ($11.38)
is below the exercise or base price ($14) per share. Options vest at an
annual rate of 20% of the original amount granted beginning on February
14, 1997, unless otherwise accelerated.
Transactions with Certain Related Persons
It is the policy of the Bank to make loans to directors and executive
officers on their principal residence. The Bank also makes available to each
director of the Bank and each director of the Company an approved line of
credit in an amount up to $100,000. The directors may then apply for a loan
from the Bank which may be approved by the Bank's loan officers without further
Board approval, provided that terms of such loan applied for thereunder,
including the collateral securing such loan, are consistent with the Bank's
loan underwriting policies for loans generally available to its customers. The
Bank's policy provides that all loans made by the Bank to its directors and
officers, including the lines of credit to directors, are made in the ordinary
course of business, are made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. As of December 31, 1999,
all outstanding loans to directors and executive officers were made by the Bank
in the ordinary course of business, were not made with favorable terms, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's Board of Directors has appointed Olive LLP as independent
auditors for the Bank and the Company for the year ending December 31, 2000,
subject to ratification of such appointment by the stockholders.
Representatives of Olive LLP will be present at the Annual Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders present
at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed
proxy card will be voted "FOR" ratification of the appointment of Olive LLP as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF OLIVE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the Company's proxy statement and form
of proxy relating to the 2001 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the first page of this Proxy Statement not later than November 25,
2000. Any such proposal will be subject to 17 C.F.R. 240.14a-8 of the Rules
and Regulations under the Securities Exchange Act of 1934, as amended.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The
stockholder must give written advance notice to the Secretary of the Company
not less than ninety (90) days before the date originally fixed for such
meeting, provided, however, that in the event that less than one hundred (100)
days notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the date on
which the Company's notice to stockholders of the annual meeting date was
mailed or such public disclosure was made. In order for notice of a
stockholder proposal for consideration at the Company's 2000 Annual Meeting to
be timely, the Company would have to receive such notice no later than January
24, 2001, assuming that the 2000 Annual Meeting is held on April 24, 2001 and
the Company provides at least 100 days notice or public disclosure of the date
of the Annual Meeting. The advance notice by stockholders must include the
stockholder's name and address, as they appear on the Company's record of
stockholders, a brief description of the proposed business, the reason for
conducting such business at the Annual Meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such stockholder
and any material interest of such stockholder in the proposed business. In the
case of nominations to the Board of Directors, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement or the proxy relating to
an annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of
Annual Meeting of Stockholders. If, however, other matters are properly
brought before the Annual Meeting, 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.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the
Annual Meeting and wish to vote your shares in person, your original proxy may
be revoked by voting at the Annual Meeting.
By Order of the Board of Directors
Jane F. Adams
Corporate Secretary
Champaign, Illinois
March 24, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
